City Council and Authorities Concurrent
June 23, 2026

Corporation is in violation of this Agreement, or other law , c) any portion of the assessment is challenged or likely to be challenged, or d) Corporation has materially failed to perform its obligations under this Agreement due to inadequate staffing, as evidenced by documented, uncured performance deficiencies directly attributable to staffing levels. Prior to withholding any revenue, the City will notify Corporation and set forth the specific problems and issues. The City, at its sole discretion, will p rovide Corporation a reasonable opportunity to resolve such problems and issues before the City withholds the funds. If the City withholds any funds under this section, it will release such funds upon the implementation of an acceptable resolution, subject to the approval of the City Manager and possible modification of the disbursement. This section does not alter or diminish the City’s right to invoke other appropriate remedies, including termination of this Agreement as set forth in Section 15.

4.3. Make reasonable efforts with the Finance Department to pursue delinquent SCTID assessments and remit such assessments to Corporation, including penalties subject to City's right to recover costs for pursuing such assessments;

4.4. Provide to Corporation monthly reports, which shall include the amount of SCTID assessments collected and the administrative fee retained.

4.5. Maintain a continual liaison with Corporation, including assisting with the coordination of services from various other City departments, bureaus, and agencies as needed;

4.6. Conduct reviews of existing primary data; verify assessment data as provided by the Finance Department; verify exemption request to substantiate a claim made by a lodging business owner subject to assessment in the SCTID, with the cooperation of Corporation; maintain confidentiality of certain City records as City deems appropriate , in its sole discretion;

4.7. Make reasonable efforts with the Finance Department to make changes or corrections to the reporting process for lodging businesses as needed;

4.8. The City shall provide written notice to the Corporation or any affected SCTID Hotel of any action by the City Manager's Office of its intent to conduct an investigation.

The Corporation shall provide any documentation requested as it relates to the investigation. All City Manager's Office costs associated with such supplemental investigations may be recovered from the SCTID assessments collected, subject to existing or future City policies and procedures regarding recoverable costs and expenses.

Such costs will be in addition to those costs set forth in Section 7 of this Agreement.

5. RIGHT OF CITY TO INSPECT RECORDS OF CORPORATION

5.1. City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or Services provided under this Agreement, to audit the books and records of Corporation for the purpose of verifying any and all expenditures made by Corporation in connection with the Services rendered by Corporation under this Agreement. Corporation Agreement with Silicon Valley/Santa Clara DMO, lance. Exhibit A-Insurance Requirements Rev. 06/18/2026

agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all expenditures made by Corporation in connection with the Services rendered by Corporation. Any expenses not so recorded shall be disallowed by the City. Corporation shall bear the cost of the audit if the audit determines that there has been a substantial non- recording of expenditures by Corporation.

5.2. Corporation shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Corporation agrees to assist City in meeting City's reporting requirements to the State and other agencies with respect to Corporation's Services hereunder. Corporation shall turn over to City all records which demonstrate performance under this Agreement upon termination or completion of this Agreement.

6. DISBURSEMENTS

6.1. Based upon the assessments collected pursuant to the collection rate in the Management District Plan or Annual Reports, and with the exception of recoverable City Manager's Office costs , net of any Finance Department charges or City Administration Fees, or withheld as outlined in Section 4.2, City shall disburse to Corporation the actual revenues received from SCTID assessments in accordance with Section 4 of this Agreement.

6.2. Corporation agrees to use any funds received from the SCTID solely for the Corporation’s performance of Services consistent with the requirements of this Agreement and the District Management Plan.

6.3. Within sixty (60) days of the date of SCTID renewal, the City shall initiate a third-party audit of all SCTID assessment funds held by the City under the Second Amended and Restated Fiscal Sponsorship Agreement effective as of July 1, 2025 between the City and Corporation, the cost of which shall be borne by the Corporation. The audit shall be conducted by an independent third-party auditor selected by the City and shall be completed within one hundred twenty ( 120) days of initiation. Prior to any disbursement, all audit findings, deficiencies, or exceptions identified in the audit shall be fully resolved to the mutual satisfaction of the City and Corporation, which satisfaction shall not be unreasonably withheld or delayed. Within thirty (30) days following the completion of the audit and the resolution of any such findings, deficiencies, or exceptions by both parties, the City shall disburse all SCTID assessment funds held by the City to the Corporation.

6.4. The City Manager's Office may withhold either all or some portion of the actual revenues received from assessments if the City Manager's Office finds that the Corporation is not properly administering its Annual Budget in accordance with the Annual Report and Section 3 (insofar as it requires Corporation to create an Annual Budget and expend funds pursuant to this Agreement, the Management District Plan and the Annual Report, and in compliance with the Act) in any material manner. The City Manager's Office will notify Corporation and set forth the specific problems and issues relative to the Corporation's failure to properly implement the improvements and activities stated in Section 3 of this Agreement, the Management District Plan, and the Annual Report. The City Manager's Office and Corporation will immediately attempt to cure the problems if, at the City Manager 's Office's sole discretion, a cure is appropriate . Funds will be released upon the implementation of an acceptable cure, subject to the approval of the City Agreement with Silicon Valley/Santa Clara DMO, lance. Exhibit A-Insurance Requirements Rev. 06/18/2026

Manager's Office, and possible modification of the disbursement schedule. This does not alter or diminish in any way City 's right to proceed in a manner consistent with California Streets and Highways Code, Section 36670, or other applicable law, or to invoke other appropriate remedies, including termination of this Agreement. •

6.5. If the Corporation is dissolved, dissolves itself, or no longer has non-profit status, prior to or upon the expiration of this Agreement , any unexpended monies will be immediately transmitted to City for distribution as described in Section 10 of this Agreement. Corporation will immediately notify the City Manager 's Office of any such change in corporation status.

7. COSTS AND EXPENSES

7.1. Administration Fee. Per the Management District Plan, the Corporation shall pay the City a fee equal to two percent (2%) of the amount of assessment collected to cover its costs of collection and administration which may include but are not limited to: staffing costs, legal services, telephone, supplies, postage, and other general office expenses.

The Administrative Fee shall be deducted from the assessment funds the City will forward to the Corporation.

7.2. The Administrative Fee shall be reflected in the monthly report required by Section

4.4 of this Agreement.

7.3. Interest and Overdue Charges . The Corporation shall reimburse the City for any costs associated with collecting unpaid assessments in accordance with the Management District Plan.

8. INSURANCE REQUIREMENTS

During the term of this Agreement, and for any time period set forth in Exhibit A, Corporation shall provide and maintain in full forces , at no cost to City, insurance policies set forth in Exhibit A.

9. NOTICES

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

City of Santa Clara
Attention: City Manager's Office
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]
And to Corporation addressed as follows:

Silicon Valley/Santa Clara OMO, Inc.

Attention: Board of Directors
5001 Great America Parkway
Santa Clara, CA 95054
Agreement with Silicon Valley/Santa Clara DMO, lance. Exhibit A-Insurance Requirements Rev. 06/18/2026

And by e-mail at [email protected]
The workday the e- mail was sent shall control the date notice was deemed given. An e- mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

10. REVENUES AND ASSETS OF THE DISTRICT

In the event the SCTID is disestablished, expires, or otherwise terminates, or the Corporation ceases to be a non- profit corporation, all remaining revenue, after all outstanding debts are paid, derived from the levy of assessments, or derived from the sale of assets acquired with the revenues, shall be returned to the City and refunded in the manner described in Section 36671 of the Act.

11. CONFLICT OF INTEREST

11.1. Corporation certifies that to the best of its knowledge, no City officer, employee, or authorized representative has any financial interest in the business of the Corporation and that no person associated with Corporation has any interest, direct or indirect, which could reasonably be expected to conflict with the faithful performance of this Agreement.

Corporation 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. Corporation will advise City if a conflict arises.

11.2. For the duration of this Agreement, Corporation and its employees or agents will not act in a manner which is reasonably likely to create any SCTID-related conflict of interest. In particular, Corporation's Board of Directors and the Chief Executive Officer must disclose any material financial interest they have in any matter coming before them for decision by or involving the Corporation. Any Board member, Chief Executive Officer or employee of Corporation acting in such capacity shall refrain from participating in the decision-making process relating to any matter in which they may have a material financial interest or conflict of interest.

11.3. Nothing in this Section prohibits or precludes Corporation's officers, members, directors, agents, or employees from providing or presenting to other interested parties or entities, information or assistance related to the SCTID's establishment or operations, or to the establishment or operation of other proposed or existing districts throughout the City, where such information or assistance does not create a conflict of interest or disclose confidential information. However, Corporation may not provide the services discussed in Section 3 of this Agreement to any other Business Improvement District unless the bylaws of both Corporation and such Business Improvement District are amended to permit the provision of such services.

12. ASSIGNMENT AND SUBCONTRACTING

City and Corporation 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. Corporation may use subcontractors to provide any portions of the services necessary to carry out obligations pursuant to Section 3.1 with written notice to the City and approval by the Corporation’s Board of Directors . In no event may Corporation subcontract or delegate for the implementation of the whole Management Agreement with Silicon Valley/Santa Clara DMO, lance. Exhibit A-Insurance Requirements Rev. 06/18/2026

District Plan. The use of subcontractors shall not relieve Corporation from any liability or obligation under this Agreement. Corporation shall be responsible for the acts, defaults and omissions of any subcontractor or its agents or employees as fully as if they were the acts, defaults or omissions of Corporation. Corporation shall ensure that its subcontractors comply with all of the terms of this Agreement. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and City.

13. GENERAL FUND NOT LIABLE

Neither the General Fund of City, nor any other fund, revenue source or monies whatsoever of City, except for the actual collected SCTID assessment net revenue, shall be liable for payment of any obligations arising from this Agreement. Said obligations are not a debt of City, nor a legal or equitable pledge, charge, lien, or encumbrance upon any of its property or upon its income, receipts, or revenues.

This Agreement embodies all of Corporation's reimbursement rights and no promissory note or other document shall be required to be executed by City in connection therewith.

14. CORPORATION NOT AGENT OF CITY

Neither Corporation or any of Corporation's employees, agents, representatives, or subcontractors are or shall be considered to be agents of City, nor shall Corporation be considered a legislative body, relative to the performance of Corporation's obligations under this Agreement or for any other purpose.

15. TERMINATION

15.1. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than sixty (60) days prior written notice to Corporation. Upon receipt of said notice, Corporation shall immediately take action not to incur any additional obligations, cost, or expenses, except as may be reasonably necessary to terminate its activities. City shall pay Corporation its reasonable and allowable costs through the effective date of termination and those reasonable and necessary costs incurred by Corporation to effect such termination.

Thereafter, Corporation shall have no further claims against City under this Agreement.

15.2. City shall have the right to suspend this Agreement immediately with written notice to the Corporation in the event City determines that misappropriation of funds, malfeasance, or other violations of law have occurred in connection with Corporation's management of the SCTID. City retains the right to immediately commence disestablishment proceedings in accordance with Streets and Highways Code Section 36670, which states in pertinent part that "[a]ny district established or extended pursuant to the provisions of this part, where there is no indebtedness, outstanding and unpaid, incurred to accomplish any of the purposes of the district, may be disestablished by resolution by the city council. .. [i]f the city council finds there has been misappropriation of funds, malfeasance, or a violation of law in connection with the management of the district, it shall notice a hearing on disestablishment." Streets and Highways Code§ 36670(a)(1). In addition, City may seek all other available appropriate remedies pursuant to law. Corporation will have 10 business days to respond in writing to City's notice of suspension and begin a dispute resolution process.

15.3. Further notwithstanding the foregoing, City may immediately terminate this Agreement if Corporation ceases to be a non- profit or if a federal or state proceeding for Agreement with Silicon Valley/Santa Clara DMO, lance. Exhibit A-Insurance Requirements Rev. 06/18/2026

relief of debtors is undertaken by or against Corporation, or if Corporation makes an assignment for the benefit of creditors.

15.4. In the event City terminates this Agreement as provided in this Section, City may procure upon such terms and in such manner as City may deem appropriate, services similar in scope and level of effort to those terminated, and Corporation shall be liable to City for all its direct costs and damages, including, but not limited to, any excess costs for such services.

15.5. All documents and materials produced or procured by Corporation pursuant to its performance under this Agreement, including the Management District Plan or the Act shall become City property upon date of such termination.

15.6. The rights and remedies of this Agreement are not exclusive and are in addition to any other rights or remedies provided by law or under this Agreement.

16. STANDARD OF CARE
Corporation represents and maintains that it has the expertise necessary to perform the services required under this Agreement, and its duties and obligations, expressed and implied, contained herein, and City has entered into this Agreement in consideration of such representations. Corporation shall perform such services and duties with the degree of skill and care ordinarily exercised by destination marketing organizations of comparable size, scope, and budget serving communities of similar character within the State of California.

17. BROWN ACT AND PUBLIC RECORDS ACT

17.1. The Board of Directors of the Corporation is a private entity and may not be considered a public entity for any purpose, nor may its board members or staff be considered to be public officials for any purpose.

17.2. Notwithstanding Section 17 .1 above, the Board of Directors of the Corporation, when hearing, discussing, deliberating, and taking actions on matters within the subject matter of the SCTID will comply with the provisions of the Ralph M. Brown Act (Chapter 9, commencing with Section 54950 of Part 1 of Division 2 of Title 5 of the Government Code).

17.3. Notwithstanding Section 17.1 above, Corporation and the Board of Directors are also subject to and must comply with the California Public Records Act (Government Code section 7920.000 et seq. ).

18. SEVERABILITY

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

19. GOVERNING LAW AND VENUE

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

Agreement with Silicon Valley/Santa Clara DMO, lance. Exhibit A-Insurance Requirements Rev. 06/18/2026

20. AMENDMENT

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

21. EXCUSABLE DELAYS

In the event that performance on the part of any Party hereto shall be delayed or suspended as a result of circumstances beyond the reasonable control and without the fault and negligence of said Party, none of the Parties shall incur any liability to the other Parties as a result of such delay or suspension. Circumstances deemed to be beyond the control of the Parties hereunder shall include, but not be limited to, acts of God or of the public enemy; insurrection; acts of the Federal Government or any unit of State or Local Government in either sovereign or contractual capacity; fires, floods; pandemics; epidemics; quarantine restrictions; strikes, freight embargoes or delays in transportation, to the extent that they are not caused by the Party 's willful or negligent acts or omissions, and to the extent that they are beyond the Party's reasonable control.

22. WAIVER

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

23. INDEPENDENT CONTRACTOR

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

24. FAIR EMPLOYEMENT

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

25. COMPLIANCE WITH LAWS

Corporation 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, Corporation's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter

2.155), Minimum Wage (SCCC Chapter 3.20), and Business Tax Certificate (SCCC section 3.40.060), as such Chapters or Sections may be amended from time to time or renumbered. Additionally, Corporation has read and agrees to comply with City's Ethical Agreement with Silicon Valley/Santa Clara DMO, lance. Exhibit A-Insurance Requirements Rev. 06/18/2026

Standards (http://santaclaraca.gov/home/showdocument?id=58299).

26. HOLD HARMLESS/INDEMNIFICATION

26.1. To the extent permitted by law, Corporation shall hold harmless, defend and indemnify the City, its City Council, employees and agents from and against any and all claims, losses, damages, liabilities and expenses, including but not limited to reasonable attorneys’ fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Corporation pursuant to this Agreement - including claims of any kind by Corporation's employees or persons contracting with Corporation pursuant to this Agreement - and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited. The City shall provide prompt notice to Corporation of any third- party claim or action for which it will seek indemnification from Corporation hereunder and provide Corporation with the opportunity to defend such claim or action with attorneys it selects. If Corporation does not exercise its right to defend such claim or action, then the City shall do so, but the City shall not settle any claim or action for which it will seek to be indemnified by Corporation hereunder without first obtaining the written consent of Corporation, which consent will not be unreasonably withheld or delayed.

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

26.3. To the extent Corporation 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, Corporation 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 Corporation's responsibilities under the Act.

26.4. The Parties expressly agree that this Section 26 (HOLD HARMLESS/INDEMNIFICATION) will survive the expiration or early termination of the Agreement.

27. WARRANTY

Corporation expressly warrants that all materials and services covered by this Agreement shall be completed in a manner consistent with professional standards practiced among those firms within Corporation's profession, doing the same or similar work under the same or similar circumstances. Corporation agrees to promptly replace or correct any incomplete, inaccurate, or defective work at no further cost to City when defects are due to the negligence, errors, or omissions of Corporation. If Corporation fails to promptly correct or replace services, City may make corrections or replace materials or services and charge Corporation for the cost incurred by City.

Agreement with Silicon Valley/Santa Clara DMO, lance. Exhibit A-Insurance Requirements Rev. 06/18/2026

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. Electronic copies of signed signature pages transmitted electronically by any Party to the other Party either by facsimile or via the Internet (e.g., in a "pdf' or " if' format data file or comparable format) will be deemed binding originals for all purposes and will be deemed delivered for all purposes when any such copies are received by the other Party.

29. ELECTRONIC SIGNATURES

Each Party agrees that this Agreement and any other documents to be delivered in connection with this Agreement may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability and admissibility.

Approved as to Form: Dated:_________________________

______________________________ ______________________________ Office of the City Attorney Jovan Grogan
City Manager
1500 Warburton Avenue
Santa Clara, Ca 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

Dated: ____________________________
By (Signature: ____________________________
Title: ____________________________
Principal Place of
Business Address: ____________________________

Email Address: ____________________________
Telephone: ___________________________

Agreement with Silicon Valley/Santa Clara DMO, lance. Exhibit A-Insurance Requirements Rev. 06/18/2026

EXHIBIT A INSURANCE REQUIREMENTS
Without limiting the Corporation's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Corporation shall provide and maintain in full force and effect during the period of performance of the Agreement and for twenty -four (24) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under Corporation's insurance. The minimum coverages, provisions and endorsements are as follows:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury

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

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Corporation to comply with the insurance requirements of this Agreement:

a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits 1;
b. There shall be no cross-liability exclusion which precludes coverage for claims or suits by one insured against another; and
c. Coverage shall apply separately to each insured against whom a claim is made, or a suit is brought, except with respect to the limits of liability.

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

1 This requirement may make it difficult for Corporation to obtain such insurance. The DMO should confirm that such a policy type is available and obtain a premium cost estimate for such a policy.

Agreement with Silicon Valley/Santa Clara DMO, lance. Exhibit A-Insurance Requirements Rev. 06/18/2026

WORKERS' COMPENSATION

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

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

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

D. CRIME
Crime insurance including forgery or alteration coverage, computer fraud coverage, funds transfer fraud coverage, money and securities coverage, money orders and counterfeit money coverage, burglary, robbery, theft, payment instruction fraud, and employee dishonesty coverage with limit not less than $1,000,000 per claim and in the aggregate. City shall be a loss payee to the extent of its interest.

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

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

2. Primary and non-contributing. Each insurance policy provided by Corporation shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Corporation's insurance.

3. Cancellation. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the C
Agreement with Silicon Valley/Santa Clara DMO, lance. Exhibit A-Insurance Requirements Rev. 06/18/2026

effective date of such modification or cancellation. In the event of non- renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.

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

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

1. Corporation agrees to ensure that subcontractors, and any other party involved with the Services is not an employee of Corporation, and who is brought onto or involved in the performance of the Services by Corporation, provide the same minimum insurance coverage required of Corporation, except as with respect to limits. Corporation agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Corporation agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

2. Corporation agrees to be responsible for ensuring that no contract used by any party involved in any way with the providing Services reserves the right to charge City or Corporation for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

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

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

H. EVIDENCE OF COMPLIANCE
Corporation or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25- S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Upon City's request, Corporation shall submit to City copies of the actual insurance policies or renewals or replacements. Unless Agreement with Silicon Valley/Santa Clara DMO, lance. Exhibit A-Insurance Requirements Rev. 06/18/2026

otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara City Manager's Office
P.O. Box 100085 - S2
Duluth, GA 30096

Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Corporation shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Resolution/Renewal of Santa Clara Tourism Improvement District Page 1 of 6 Rev: 7/27/2023
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

DECLARING RESULTS OF MAJORITY PROTEST

PROCEEDINGS AND RENEWING THE SANTA CLARA TOURISM

IMPROVEMENT DISTRICT (SCTID)

WHEREAS the City of Santa Clara (“City”) created the Santa Clara Tourism Improvement District (“SCTID”) on May 25, 2021, by Resolution No. 21-8964; and; WHEREAS, the SCTID was created for a five (5) year term which ends on June 30, 2026; and

WHEREAS, the Property and Business Improvement District Law of 1994 ( Streets and Highways Code § 36600 et seq.), authorizes the City to renew business improvement districts upon petition by a weighted majority of the authorized representatives of the businesses located within the boundaries of the district and paying the proposed assessment; and WHEREAS, authorized representatives of lodging business es who will pay more than fifty percent (50%) of the proposed assessment, as weighted according to the amount of the assessment to be paid by the lodging business, within the boundaries of the SCTID have petitioned the City Council to renew the SCTID; and
WHEREAS, included with the petitions was a Management District Plan ( “Plan”) summary describing the proposed assessment to be levied on lodging businesses, existing and in the future, within the SCTID to pay for marketing, communication programs, and convention center and partner sales, and other improvements and activities set forth in the Plan; and WHEREAS, the assessed lodging businesses within the SCTID will receive a specific benefit from the activities and improvements set forth in the Plan; and WHEREAS, on May 5, 2026, at 7:00 PM at the Council Chambers located at 1500 Warburton Avenue, Santa Clara, CA 95050, the City Council adopted a Resolution Declaring its Intention to Renew the Santa Clara Tourism Improvement District and Fixing the Time and Place of a Public Meeting and Public Hearing therein and Giving Notice Thereof, Resolution No. 26- 9558; and WHEREAS, the public meeting and public hearing to consider the renewal of the SCTID were Resolution/Renewal of Santa Clara Tourism Improvement District Page 2 of 6 Rev: 7/27/2023
properly noticed in accordance with Streets and Highways Code §36623; and WHEREAS, on June 9, 2026, at 7:00 PM, or as soon thereafter as the matter was heard, at Council Chambers located at 1500 Warburton Avenue, Santa Clara, CA 95050, the City Council held a public meeting to allow public testimony regarding the Renewal of the SCTID , and the City Council heard and received objections and protests, if any, to the renewal of the SCTID and the levy of the proposed assessment; and
WHEREAS, on June 23, 2026, at 7:00 PM, or as soon thereafter as the matter was heard at Council Chambers located at 1500 Warburton Avenue, Santa Clara, CA 95050, the City Council held a public hearing regarding the renewal of the SCTID, and the City Council heard and received all objections and protests, if any, to the renewal of the SCTID and the levy of the proposed assessment; and
WHEREAS, the City Clerk determined that there was no majority protest. A majority protest is defined as written protests received from authorized representatives of businesses in the renewed SCTID which would pay fifty percent (50%) or more of the assessments proposed to be levied. Protests are weighted based on the assessment proposed to be levied on each lodging business; and
WHEREAS, the City bears the burden of proving by a preponderance of the evidence that an assessment imposed for a specific benefit or specific government service is not a tax, that the amount is no more than necessary to cover the costs to the City in providing the specific benefit or specific government service, and that the manner in which those costs are allocated to a payor bear a fair or reasonable relationship to the specific benefits or specific government services received by the payor.

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

1. That The recitals set forth herein are adopted by the City Council as findings and they are true and correct.

2. The SCTID is hereby renewed for a five (5) year term, beginning July 1, 2026, and ending June 30, 2031, unless renewed pursuant to Streets and Highways Code § 36660.

Resolution/Renewal of Santa Clara Tourism Improvement District Page 3 of 6 Rev: 7/27/2023

3. The Plan dated April 21, 2026, is hereby adopted and approved.

4. The activities to be provided to benefit businesses in the SCTID will be funded by the levy of the assessment on those businesses. The revenue from the assessment levy shall not be used: to provide activities that directly benefit businesses outside the SCTID; to provide activities or improvements outside the SCTID; or for any purpose other than the purposes specified in this Resolution, the Resolution of Intention, and the Plan. Notwithstanding the foregoing, improvements and activities that must be provided outside the SCTID boundaries to create a specific benefit to the assessed businesses may be provided, but shall be limited to marketing or signage pointing to the SCTID.

5. The City Council finds as follows:

a) The activities funded by the assessment will provide a specific benefit to assessed businesses within the SCTID that is not provided to those not paying the assessment.

b) The assessment is a charge imposed for a specific benefit conferred or privilege granted directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of conferring the benefit or granting the privilege.

c) The assessment is a charge imposed for a specific government service or product provided directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of providing the service or product.

d) Assessments imposed pursuant to the SCTID are levied solely upon the assessed business, and the business is solely responsible for payment of the assessment when due. If the authorized representative of the business chooses to collect any portion of the assessment from a transient, that portion shall be specifically called out and identified for the transient in any and all communications from the business as the “SCTID Assessment” or “Tourism Assessment” as specified in the Plan.

6. The assessments levied for the SCTID shall be applied towards marketing, communication programs, and convention center and partner sales programs to market Santa Clara lodging businesses within the SCTID as tourist, meeting and event destinations, and other improvements and activities as set forth in the Plan.

7. Assessments levied on lodging businesses pursuant to this resolution shall be levied on the basis of benefit. Because the services provided are intended to increase sleeping room rentals, an assessment based on gross short -term sleeping room rental revenue is the best measure of benefit.

8. The annual assessment rate is two percent (2%) of gross short -term sleeping room rental revenue. During the SCTID term, the assessment rate may be increased to a maximum rate of three percent (3%) of gross short -term sleeping room rental revenue for assessed lodging businesses. Pursuant to the Plan, t he Silicon Valley/Santa Clara DMO, Inc. dba Discover Santa Clara® (the “DMO”) Board of Directors (Board) shall have the authority to increase the rate to a maximum assessment rate of three percent (3%). If the assessment rate is increased, it may subsequently be decreased, subject to Board approval as described in the Plan, but shall not be decreased below a minimum of two percent (2%) of gross short- term Resolution/Renewal of Santa Clara Tourism Improvement District Page 4 of 6 Rev: 7/27/2023
sleeping room rental revenue. The maximum assessment increase or decrease permitted in any year shall be one-half percent (0.5%). Increases to the assessment rate shall be subject to the approval of the Board and assessed lodging business owners, as described in the Plan.

Based on the benefit received, assessments will not be collected on: stays of more than thirty (30) consecutive days; or stays by any officer or employee of a foreign government who is exempt by reason of express provision of Federal law or international treaty. Additionally, assessments will not be collected on stays by any Federal or State of California officer or employee on official business who shall provide one of the following: a warrant or check drawn on the Treasury of the United States; a copy of the official travel orders indicating the issuing governmental agency and the employee’s full name; or, a copy of a letter on the official letterhead of an exempt governmental agency requesting exemption and listing the employee’s name and stating that the stay is for official government business. The dates of occupancy must also be included. These requirements must be demonstrated by the guest at the time of registration. Failure to satisfy these requirements will result in no assessment exemption.

Copies of the documentation for each exemption claimed must be submitted to the City’s Director of Finance with each remittance of assessments.

9. The assessments for the entire SCTID will total approximately $4,047,912 in year one (1).

10. Bonds or any debt obligations shall not be issued to fund the SCTID.

11. The SCTID shall include all lodging businesses with ten (10) rooms or more, existing and in the future, available for public occupancy located within the boundaries of a portion of the City as shown on the boundary map is attached hereto and incorporated herein by reference.

12. The assessments shall be used for the purposes set forth above and any funds remaining at the end of any year may be used in subsequent years in which the SCTID assessment is levied as long as they are used consistent with the requirements set forth herein.

13. The assessments to fund the activities and improvements for the SCTID will be collected by the City on a monthly basis, and in accordance with Streets and Highways Code §36631.

14. The City Council, through adoption of this Resolution and the Plan, has the right pursuant to Streets and Highways Code §36651, to identify the body that shall implement the proposed program, which shall be the Owners’ Association of the SCTID as defined in Streets and Highways Code §36612. The DMO shall be the SCTID Owners’ Association and shall implement the Plan in accordance with the requirements of the Agreement to Administer the SCTID, effective July 1, 2026.

15. The DMO, pursuant to Streets and Highways Code §36650, shall cause to be prepared a report for each fiscal year, except the first year, for which assessments are to be levied and collected to pay the costs of the improvement and activities described in the report.

The first report shall be due after the first year of operation of the SCTID Renewal.

16. The SCTID renewed pursuant to this Resolution will be subject to any amendments to the Property and Business Improvement District Law of 1994 (California Streets and Highways Code §36600 et. seq.).

Resolution/Renewal of Santa Clara Tourism Improvement District Page 5 of 6 Rev: 7/27/2023

17. The City Clerk, or his or her designee, is directed to take all necessary actions to complete the renewal of the SCTID and to levy the assessments.

18. 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 23
rd DAY OF JUNE, 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. SCTID Boundary Map

Resolution/Renewal of Santa Clara Tourism Improvement District Page 6 of 6 Rev: 7/27/2023

Santa Clara Tourism Improvement District Boundary Map
Resolution/Renewal of Santa Clara Tourism Improvement District Page 7 of 6 Rev: 7/27/2023

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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-706 Agenda Date: 6/23/2026

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Proposed FY 2027/28 Santa Clara Stadium Authority Capital Expense Projects (DEFERRED FROM JUNE 9, 2026)

BACKGROUND
The Stadium Management Agreement (Management Agreement) between the Santa Clara Stadium Authority (Stadium Authority), Forty Niners SC Stadium Company, LLC (StadCo), and Forty Niners Stadium Management Company LLC (ManCo or Stadium Manager) defines the Stadium Operation and Maintenance Plan (SOMP) as the plan designed to achieve a safe and well-maintained Stadium and states that it should include the standards for management and operation of the Stadium, including the required security, staffing, and other required elements of hosting Stadium events. The Stadium Manager is responsible for preparing the SOMP that is presented annually to the Stadium Authority. The SOMP is required to include certain documents, including a Capital Expenditure Plan.

Each year, Stadium Authority staff prepares a proposed Santa Clara Stadium Authority Operating, Debt Service, and Capital Budget for the Stadium Authority’s twelve-month Fiscal Year (FY), which begins on April 1 and runs through March 31, in accordance with Article 4 - Records, Accounts, Budgets, and Reports of the Management Agreement. The Stadium Manager is required to submit a Capital Expenditure (CapEx) Plan that includes a five-year projection of anticipated capital expenditures.

The last four years of the Stadium Manager’s proposed Five-Year CapEx Plan for FY 2027/28 - FY 2030/31 is included as Attachment 1. The Stadium Manager’s FY 2026/27 budget submittal included significant investment in capital expenses proposed in the out-years beyond FY 2026/27. As the tenant of Levi’s Stadium, StadCo is also conducting a Facility Condition Assessment (FCA), funded at its expense, to support long-term financial planning, operational efficiency, and structural integrity.

The FCA will identify necessary repairs, capital improvements, and compliance requirements while optimizing maintenance costs and resource allocation. The FCA is anticipated to be completed in 2027. Once the assessment is complete and received, the Stadium Authority will undertake a vetting of the FCA. The Stadium Authority’s current capital reserve balance is far below an appropriate level, and increasing this balance will be a major focus of future budgetary and capital project planning.

The Stadium Authority will also assess and independently verify long-term facility needs at the Stadium. Initial funding for this work is included in the FY 2026/27 Operating Budget, and Stadium Authority staff is finalizing the scope of work and anticipates releasing a Request for Proposals (RFP) in the upcoming weeks.

On March 10, 2026, the Stadium Authority Board took several actions related to the 2026/27 Stadium Authority Operating, Debt Service, and Capital Budget, including:

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26-706 Agenda Date: 6/23/2026

1. Adopt the Santa Clara Stadium Authority Fiscal Year 2026/27 Operating, Debt Service, and Capital Budget; and

2. With respect to the CapEx Plan:
a. Approve the Fiscal Year 2026/27 CapEx projects (Year One, and for items that have budget allocated in Year One and a forecast expenditure in Year Two), of the Stadium Manager’s 5-Year CapEx Plan, including such projects that are to be completed over multiple years;
b. Do not approve at this time CapEx projects to be commenced after Fiscal Year 2026/27 (Years 2 through 5); and
c. Upon completion of the Stadium Manager’s FCA, Stadium Authority staff’s evaluation and completion of its own FCA, and further discussions with Stadium Manager, return to the Stadium Authority Board with staff’s recommendation for Stadium Authority action on the CapEx program for Years 2 through 5.

During the March 10, 2026 budget discussion, staff also committed to conduct a further review and work with the Stadium Manager on the CapEx Projects proposed for FY 2027/28, Year 2 in the Stadium Manager’s 5-Year CapEx Plan, and provide the Stadium Authority Board with additional information on the Stadium Authority’s review of the FY 2027/28 CapEx Projects within 90 days.

Through this report, staff is presenting the Stadium Authority Board with recommendations on the proposed FY 2027/28 CapEx Projects.

DISCUSSION
At Stadium Authority staff’s request, the Stadium Manager provided a CapEx Project Detail document with project descriptions for the FY 2027/28 Stadium Authority CapEx Budget that were much more detailed than prior years’ submissions. On May 4, 2026, the Stadium Manager provided City and Stadium Authority staff a walk-through of Levi’s Stadium to view the proposed projects. During the walk-through, the Stadium Manager team highlighted the condition of the equipment and infrastructure at the Stadium during the tour and answered City/Stadium Authority staff’s questions with transparency and a partnership approach.

The document and the May 4
th walk-through enabled City and Stadium Authority staff to gain a more in-depth understanding of the proposed projects and the work the Stadium Manager conducts on behalf of the Stadium Authority. Based on the information included in the CapEx Project Detail and engagement from the Stadium Manager, Stadium Authority staff recommends funding the Stadium Manager’s proposed FY 2027/28 CapEx projects as summarized in the following table:

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26-706 Agenda Date: 6/23/2026
The attached document titled “Recommendations on Stadium Manager’s Proposed FY 2027/28 CapEx Projects” (Attachment 2) includes the Stadium Manager’s CapEx Project Detail and additional details about Stadium Authority staff’s analysis and recommendation for each project’s funding and any additional direction, if applicable.

It should be noted that the Stadium Manager’s original FY 2027/28 CapEx projects request included “Kawasaki ATVs” in the amount of $53,000. Stadium Authority staff did not request additional details on this project from the Stadium Manager because it was requested by the City’s public safety team.

Stadium Authority staff recommends including this project at the requested funding levels as part of the approved FY 2027/28 CapEx Projects. In addition, on March 10, 2026 the Board approved five of the FY 2027/28 CapEx Projects totaling $4,366,209.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environment Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(a)(4) 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 proposed FY 2027/28 CapEx Budget is $11,080,731 which includes projects that were approved by the Board on March 10, 2026 totaling $4,366,209, the additional projects noted in the table above of $6,661,522, and the Kawasaki ATV project of $53,000.

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board City of Santa Clara Printed on 6/19/2026Page 3 of 4
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Project Project Title FY 2027 SCSAStaff Recorrmendation Recommended Number Request Pmount
27-2001 Premium Areas $ 2,410,116 Approve with modifications (50%). $ 1,205,058 27-2002 ADA Platforms $ 1,500.000 Approve. $ 1,500,000
27-2003 W ayfinding Signs $ 1,238,036 Do not approve at this time. $ - 27-2004 Window Gasket Replacement $ 658,944 Approve with additional direction . $ 658,944 27-2005 Swiss Pearl Exterior Panel System $ 500,000 Approve with additional direction. $ 500,000 27-2006 Sanitary Valves $ 492,128 Approve with additional direction. $ 492,128 27-2007 Beer Systems $ 410,107 Approve with additional direction. $ 410,107 27-2008 Seismic Joints $ 369,096 Annrove with additional direction . $ 369,096 27-2009 Elevator lvbdernization $ 287,375 Approve with additional direction. $ 287,375 27-2010 Exterior Facing Fixed Glazing $ 147,963 Approve with additional direction. $ 147,963 27-2011 Ceilinos - Grid or Metal Outdoor Stadium $ 143,688 Annrove. $ 143,688 27-2012 Tire Shredder $ 131,234 Approve. $ 131,234
27-2013 Trench Drain Replacement $ 118,111 Approve with additional direction. $ 118,111 27-2014 Air Comp resso rs $ 114,950 Approve with additional direction. $ 114,950 27-2015 Condenser Water Systems and VAV W et Units $ 114,950 Approve with additional direction. $ 114,950 27-2016 Heat Exchanoer $ 114,950 Annrove with additional direction. $ 114,950 27-2017 Surveillance - Command Center Equipment $ 114,950 Approve with additional direction. $ 114,950 27-2018 Backbone Fiber Optics $ 88,583 Approve with additional direction. $ 88,583 27-2019 Replace Furniture - First Aid Hospital Beds $ 68,970 Annrove. $ 68,970 27-2020 Backfiow Preventers repair/replace as needed $ 57,475 Approve. $ 57,475 27-2021 Irrigation - Interior Field and Roof Garden Pumps and Piping $ 22,990 Approve w ith additional direction. $ 22,990 Total $ 9 ,104,616 $ 6 ,661,522
26-706 Agenda Date: 6/23/2026
outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected], or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION
Approve staff’s recommendation on the proposed Santa Clara Stadium Authority Fiscal Year 2027/28 Capital Expense Projects, totaling $11,080,731, as described in the report and “Recommendations for Stadium Manager’s Proposed FY 2027/28 CapEx Projects” attachment, including funding levels and next steps.

Prepared by: Christine Jung, Deputy City Manager
Approved by: Jovan Grogan, Executive Director

ATTACHMENTS

1. Stadium Manager Capital Expenditure Plan for FY 2027/28 - FY 2030/31

2. Recommendations for Stadium Manager’s Proposed FY 2027/28 CapEx Projects City of Santa Clara Printed on 6/19/2026Page 4 of 4
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FORTY NINERS STADIUM MANAGEMENT COMPANY
5-YEAR CAPITAL EXPENDITURES
DRAFT
Project Name Category 2027 2028 2029 2030
ADA Platforms Architectural 1,500,000 - - -
Adult Changing Facility Architectural - - - -
Air Compressors Architectural 114,950 - - -
Beer Systems Architectural 410,107 - - -
Beverage Distribution System Architectural - - - 327,943 Bridge - Pedestrian - Reseal walkways and Paint Bridges Architectural - - - 196,766 Exhaust hood/Fire Protection Systems Architectural - 342,849 358,277 - Field Tunnel Synthetic Turf Architectural - - - 373,801 Interior Renovation Non-Public Areas Architectural - - - 374,400 Landscaping - Structure (Planters) and perimeter re-do Architectural - - - 131,177 LED Lighting Replacement Architectural 2,627,963 2,746,221 3,558,554 - Pavement Resurfacing Architectural - 404,918 - -
Premium Areas Architectural 2,410,116 1,906,241 1,640,910 - Press Areas - Interior Finishes Architectural - - - 988,415 Production Equipment Architectural - - - 622,252
Replace Furniture - First Aid Hospital Beds Architectural 68,970 - - - Seating Bowl Sealant Joints Architectural 1,049,873 2,194,234 - - Security Lighting Architectural - - - -
Seismic Joints Architectural 369,096 - - -
Storm Drain Issues Architectural - - 16,957 17,720 Tire Shredder Architectural 131,234 - - -
Trench Drain Replacement Architectural 118,111 - - - Wayfinding Signs Architectural 1,238,036 - - -
Ceilings - Grid or Metal Outdoor Stadium Building Envelope 143,688 180,184 - - CMU/ Cast Concrete walls Building Envelope - 102,855 107,483 112,320 Concrete Stairs Building Envelope - 137,140 143,311 149,760 Cooling Tower Conduit Building Systems - - 374,042 390,873 Doors - Club-Front Entrance (Glass doors /aluminum frames Building Envelope - 240,246 - - Exposed Staircase Coatings Building Envelope - 277,708 - - Exterior Facing Fixed Glazing Building Envelope 147,963 - - 628,992 Fall Protection System as needed scaffold tower ladders Building Envelope - 12,012 - - Metal panel system and copings Building Envelope - - 921,967 - Overhead Coiling Doors Building Envelope - - - 292,032 Slab on Grade Building Envelope - - - 853,632
Steel Coatings Building Envelope - 963,406 1,970,525 - Swisspearl Exterior Panel System Building Envelope 500,000 750,000 - - Window Gasket Replacement Building Envelope 658,944 - - - ACS Electrified Door Hardware Building Systems - - - 374,400 Air Separator Building Systems - - - 168,480
Backflow Preventers repair/replace as needed Building Systems 57,475 - - - Closed Loop Condenser Water Pumps Building Systems - - 155,851 - Concourses DW Heating Building Systems - 1,079,975 - - Condenser Water systems and VAV wet units Building Systems 114,950 - - - DRAFT 1/30/2026

FORTY NINERS STADIUM MANAGEMENT COMPANY
5-YEAR CAPITAL EXPENDITURES
DRAFT
Project Name Category 2027 2028 2029 2030
Cooling Towers Building Systems 492,128 - - 84,240 Distribution - High Voltage Outdoor replacement main switchboard 12kv Building Systems - - - 1,967,656 Elevator Modernization Building Systems 287,375 420,430 - - Escalator Skirt Lighting + Skirt Replacement Building Systems - - - 426,816 Escalator Steel Stop Switch Cover Building Systems - 130,283 136,145 142,272 Expansion Tanks Building Systems - - - 247,104
Fire Alarm - EST 4 Fire Alarm panel upgrade to existing EST 3 system Building Systems - - - - Fire Suppression System Novec gas and Pumps/fixtures Building Systems - 120,123 - - Heat Exchanger Building Systems 114,950 - - -
Heat Pumps Building Systems - 501,417 523,981 245,500 HHW Boilers Building Systems - - - 252,720
HHW Pumps Building Systems - - - 224,640
HP Main AHUs Building Systems - - - 1,159,928
HVAC Boilers Exhaust Flues Building Systems - - - - Inverter Replacement in Level 100 B Quad Building Systems - - - 119,958 Irrigation - Interior field and roof garden pumps and piping Building Systems 22,990 - - - Loop Condenser Water Pumps Building Systems - - 95,660 - Packaged DX Roof Top Units Building Systems - - - 424,794 Plumbing Building Systems - 120,123 - -
Restroom Automatic Flushing Device Replacement Building Systems - - - - Sanitary Valves Building Systems 492,128 514,274 537,416 561,600 Sideline Synthetic Turf Base Building Systems - - - 1,111,967 Smoke Curtains Building Systems - 162,853 - -
Surveillance - Command Center Equip. Building Systems 114,950 - - - TV Monitors in Elevator Cabs Building Systems - - - 24,336 VFDs Building Systems - - 403,779 421,949
Briefing Room Upgrades Public Safety - - - -
E-Bikes Public Safety 24,000 - - -
Golf Carts Public Safety - - - -
Kawasaki ATVs Public Safety 53,000 - 53,000 -
Lifepak Heart Monitor/Defibrilator Public Safety - - 60,000 - Lightweight Chemical Detector (LCD) 4.0 Public Safety - - 30,000 - Motorola APX Radios Public Safety - - 168,825 -
Portable Raman Spectrometer Public Safety - - 60,000 - Radios Public Safety - - 2,116,000 -
Replace End of Life User Equipment Public Safety - 30,000 25,000 - Rolll Up Door for Briefing Room Public Safety - - - - TruDefender Infrared Public Safety - - 75,000 -
Backbone Fiber Optics Technology 88,583 - - -
BOH Control Panels, Amplifiers & Speakers Technology 172,245 179,996 188,096 196,560 Broadcast Headend (Main I/O) Technology - - - 48,859 JBTs and SMPTE Fiber - JBT Cabling Package Technology - 130,831 - 142,871 TOTALS 13,523,823 13,648,317 13,720,777 13,806,729 DRAFT 1/30/2026

FORTY NINERS STADIUM MANAGEMENT COMPANY
5-YEAR CAPITAL EXPENDITURES
DRAFT
Project Name Category 2027 2028 2029 2030
Footnotes to Schedule;
- Projected costs and projects have been adjusted based on anticipated event schedule, staffing, and available resources. - Project priorities and cost estimates will be revised based on independent condition assessments that are in process. *Does not include any carryforward projects from 2025
DRAFT 1/30/2026
1 /21
Premium Areas
Project Number: 27-2001
Category: Architectural
Sub-Category: Premium Spaces
Project Budget Year: FY27/28
Project Manager: Francine Melendez Hughes, Executive
Vice President & General Manager
Location: 4900 Marie P. DeBartolo Way, Santa
Clara, CA 95054
Location Detail: 100 & 300 Premium Club Spaces; 200
Premium Atrium
Funding Source: SCSA - Stadium Capital Expenditure
Project Description:

This project addresses refurbishing specified elements of premium club spaces at the stadium as further detailed below. These premium club areas provide hospitality to the highest paying SBL members and host a multitude of non-NFL catered events. Lifecycle expectations for finishes in these areas are 10 years based on heavy usage.
100 Level Clubs -- Interior finishes need to be refreshed to address damage to the flooring, wall, and ceiling systems.
200 Premium Atrium -- Level 200 plaza premium lobby interior finishes will be refreshed over time due to wear and tear (for example, the round desk in the plaza). There is damage to the flooring, wall, and ceiling systems that will also be addressed.
300 Level Club – In 2024, this space was updated (painted, tiled, carpeted and Furniture, Fixtures and Equipment (“FF&E”) was replaced), totalling approximately $1.12M. There is additional casework and wall/sheetrock treatment that will be addressed as part of this project.

The rough order of magnitude (“ROM”) costs for these areas are ~$200/sqft, subject to the exact needs in each club.

Expenditures FY 2027 FY 2028 FY 2029 FY 2030 Total Total
Expenditures
$ 2,410,116 $ 1,906,241 $ 1,640,910 $ 5,957,267

Project Number 27-2001
Project Title Premium Areas
Category Architectural
Sub-Category Premium Spaces
Project Budget Year FY 27/28
Location Detail 100 & 300 Premium Club Spaces; 200 Premium Atrium Funding Source SCSA – Stadium Capital Expenditure
FY 2027Requested Amount $2,410,116

SCSA Staff Response to Budgetary Request for FY2027

Staff Recommendation to SCSA Board – Approve with modifications (50%).

As per the supplemental project description, “this project addresses refurbishing specified elements of premium club spaces at the stadium as further detailed below…

• 100 Level Clubs -- Interior finishes need to be refreshed to address damage to the flooring, wall, and ceiling systems.
• 200 Premium Atrium -- Level 200 plaza premium lobby interior finishes will be refreshed over time due to wear and tear (for example, the round desk in the plaza). There is damage to the flooring, wall, and ceiling systems that will also be addressed. • 300 Level Club – In 2024, this space was updated (painted, tiled, carpeted, and Furniture, Fixtures and Equipment (“FF&E”) was replaced), totaling approximately $1.12M. There is additional casework and wall/sheetrock treatment that will be addressed as part of this project.”

Upon visual inspection, SCSA staff and City representatives did not observe significant deterioration or widespread failure of finishes. However, in several areas, heavy use has created cosmetic scratches, dents, and chips in countertops, flooring, and other non-movable fixtures. Many of these areas can be repaired and/or refinished, thereby extending the useful life of non-movable fixtures and flooring.

SCSA staff recommends that ManCo explore alternatives to the replacement of interior finishes where practical and cost-effective. When replacement is warranted, hard surface materials that are less prone to scratches and dents should be selected. Wood and other soft-surface materials should be limited or elevated to avoid direct contact with patrons.

Based on the observed condition, ManCo's routine cleaning and maintenance practices are sufficient, as the Premium areas exhibit an upscale, modern aesthetic after several years of heavy use.

SCSA staff agree that repair and replacement of some finishes are warranted; however, the specific scope and areas to be improved are unclear. Additionally, the budget request reflects an estimate that is not tied to a specific replacement or repair plan. During the May 4th tour, ManCo staff stated that additional study, contact with vendors, and estimates are needed to determine the specific treatment for the interior finishes that need repairs and/or replacement. Additionally, the supplemental project description states that the financial estimate for this project was projected based on a Rough Order of Magnitude (ROM) of “~$200/sqft, subject to the exact needs in each club.” It is unclear how the $200/sq ft figure was derived; consequently, SCSA staff are unable to determine whether the requested amount is appropriate (too high or too low) for the work required.

As noted above, we agree that some repairs to interior finishes are warranted, and that the work ManCo needs to conduct to assess the full scope and plan for each area should proceed. As such, we recommend that the Board approve 50% of the requested amount for FY 2027 ($1.2M). We believe this amount will be sufficient to allow ManCo to undertake initial projects as well as develop a complete scope of work and obtain specific estimates. Additionally, SCSA staff requests that ManCo evaluate the ability to enter into As-Needed (master contracts) with vendors that can repair minor chips and scratches to interior finishes on an ongoing basis. It may be appropriate to shift such expenses from a CapEx project to an annual operational maintenance and repair expense.

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ADA Platforms
Project Number: 27-2002
Category: Architectural
Sub-Category: Seating Bowl
Project Budget Year: FY27/28
Project Manager: Francine Melendez Hughes, Executive
Vice President & General Manager
Location: 4900 Marie P. DeBartolo Way, Santa
Clara, CA 95054
Location Detail: 300 Concourse
Funding Source: SCSA - Stadium Capital Expenditure
Project Description:

The stadium receives numerous seating accommodation requests from patrons with accessibility needs that cannot be fulfilled based on the current accessible seating capacity. This project will provide additional accommodations to meet demand.

This project will address the procurement and installation of platforms for the placement of additional accessible seating sections on the 300 level concourse behind the lower bowl seating sections. A study in consultation with a certified access specialist (CASp) will be performed as part of this project in order to e
valuate the total amount of additional accessible seating that can be added, taking into account factors including ingress, egress, spacing, and path of travel.

The newly installed platforms and associated accessible seating is expected to last 10+ years.

This project is not associated with ADA remediation projects managed and funded by the 49ers.

Expenditures FY 2027 FY 2028 FY 2029 FY 2030 Total Total
Expenditures
$ 1,500,000 $ 1,500,000

Project Number 27-2002
Project Title ADA Platforms
Category Architectural
Sub-Category Seating Bowl
Project Budget Year FY 27/28
Location Detail 300 Concourse
Funding Source SCSA – Stadium Capital Expenditure
FY 2027Requested Amount $1,500,000

SCSA Staff Response to Budgetary Request for FY2027

Staff Recommendation to SCSA Board - Approve

As per the supplemental project description, “this project will address the procurement and installation of platforms for the placement of additional accessible seating sections on the 300 level concourse behind the lower bowl seating sections. A study in consultation with a certified access specialist (CASp) will be performed as part of this project in order to evaluate the total amount of additional accessible seating that can be added, taking into account factors including ingress, egress, spacing, and path of travel.”

SCSA staff agree that this project will provide meaningful enhancements to the facility and should be prioritized for funding. It is not connected to prior non-SCSA funded capital projects, such as FIFA Bowl modifications, and will have lasting benefits for visitors with accessibility needs.

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Wayfinding Signs
Project Number: 27-2003
Category: Architectural
Sub-Category: Seating Bowl
Project Budget Year: FY27/28
Project Manager: Francine Melendez Hughes, Executive
Vice President & General Manager
Location: 4900 Marie P. DeBartolo Way, Santa
Clara, CA 95054
Location Detail: Seating Bowl
Funding Source: SCSA - Stadium Capital Expenditure
Project Description:

This project will improve wayfinding for stadium patrons by replacing wayfinding, identification, and code signage damaged by rust/exposure over time.

This is a phased project with a preliminary FY27 cost of $1.24M, which will cover design and a preliminary rollout of new signage. There will be additional costs in future years for this project.

The typical lifecycle of wayfinding signage is approximately 10-15 years.

Expenditures FY 2027 FY 2028 FY 2029 FY 2030 Total Total
Expenditures
$ 1,238,036 $ 1,238,036
G teC

Project Number 27-2003
Project Title Wayfinding Signs
Category Architectural
Sub-Category Wayfinding
Project Budget Year FY 27/28
Location Detail Seating Bowl
Funding Source SCSA – Stadium Capital Expenditure
FY 2027Requested Amount $1,238,036

SCSA Staff Response to Budgetary Request for FY2027

Staff Recommendation to SCSA Board - Do not approve at this time.

As per the supplemental project description, this is intended to be “a phased project with a preliminary FY27 cost of $1.24M, which will cover design and a preliminary rollout of new signage. There will be additional costs in future years for this project.”

Upon visual inspection, SCSA staff and City representatives did not observe significant deterioration or failure in the current Wayfinding Signage beyond normal maintenance and repair. Further, ManCo has not provided evidence that the current signage is insufficient and/or fails to meet ADA or other standards.

SCSA staff agree that replacement and modernization may increase visual appeal; however, we are not in agreement with proceeding with this project without further details on the desired replacement and its benefits. Spending $1.24M on the design of a new wayfinding signage program when the necessity for replacement has not been substantiated is not appropriate solely for aesthetic benefits, given the need to prioritize SCSA funds for higher capital priority needs.

SCSA staff are willing to reassess this determination if additional documentation and evidence are submitted. Additionally, spot or single-sign replacements (or enhancements) may be appropriate to address any deficiencies, rather than a complete sign program redesign and replacement.

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Window Gasket Replacement
Project Number: 27-2004
Category: Building Envelope
Sub-Category: Doors & Windows
Project Budget Year: FY27/28
Project Manager: Francine Melendez Hughes, Executive
Vice President & General Manager
Location: 4900 Marie P. DeBartolo Way, Santa
Clara, CA 95054
Location Detail: 800 Level Press Box - Windows
Funding Source: SCSA - Stadium Capital Expenditure
Project Description:

Gaskets are missing and/or disengaged from window mullions on the operable windows in the 800 level press box. This project addresses these conditions, which are present in multiple areas throughout the 800 level.

The ROM cost for this project is ~$658K, including contingency and inflation.

Expenditures FY 2027 FY 2028 FY 2029 FY 2030 Total Total
Expenditures
$ 658,944 $ 658,944

Project Number 27-2004
Project Title Window Gasket Replacement
Category Building Envelope
Sub-Category Doors & Windows
Project Budget Year FY 27/28
Location Detail 800 Level Press Box - Windows
Funding Source SCSA – Stadium Capital Expenditure
FY 2027Requested Amount $658,944

SCSA Staff Response to Budgetary Request for FY2027

Staff Recommendation to SCSA Board – Approve with additional direction.

As per the supplemental project description, “gaskets are missing and/or disengaged from window mullions on the operable windows in the 800 level press box.”

Upon visual inspection, SCSA staff and City representatives did not observe significant deterioration or failure across the entire 800 Level Press Box window system. Spot issues and elevated maintenance needs were observed and substantiated.

The Rough Order of Magnitude (ROM) for the repairs estimate of ~$658K (inclusive of contingency and inflation) was not substantiated based on linear feet (or another measurement) of the current areas that need repair. However, given the sizable window system in the 800 Level Press Box and the fact that failed gaskets and mullions can cause significant damage if not repaired immediately, staff agree that funding should be prioritized for this capital project request. However, we request that ManCo use the funds as needed to replace failed window gaskets/mullions and report back to the SCSA on the extent of the replacements conducted annually. In the future, once current failures are repaired, it may be appropriate to adjust this expense from a CapEx project to an annual operational maintenance and repair expense.

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Swiss Pearl Exterior Panel System
Project Number: 27-2005
Category: Building Envelope
Sub-Category: Exterior Facade
Project Budget Year: FY27/28
Project Manager: Francine Melendez Hughes, Executive
Vice President & General Manager
Location: 4900 Marie P. DeBartolo Way, Santa
Clara, CA 95054
Location Detail: 200 Exterior Atrium; 300 East
Concourse; 400 Tower Patios
Funding Source: SCSA - Stadium Capital Expenditure
Project Description:

This project involves replacement of the Swisspearl exterior panel system on the west facade suite and press tower due to solar fading.

We have previously attempted to address fading and chipping with a paint/faux treatment, which was unsuccessful. It is a panel system so the options are to replace specific areas showing the most wear, which may result in aesthetic issues due to mismatched panels, or replace all panels, which will increase cost.

This is a phased project with a ROM cost of ~$1.25M for the initial phases. The FY27 and FY28 costs for this project are $500K and $750K, respectively. There will be additional costs in future years for the remaining phases of this project.

Expenditures FY 2027 FY 2028 FY 2029 FY 2030 Total Total
Expenditures
$ 500,000 $ 750,000 $ 1,250,000
I I

Project Number 27-2005
Project Title Swiss Pearl Exterior Panel System
Category Building Envelope
Sub-Category Exterior Facade
Project Budget Year FY 27/28
Location Detail 200 Exterior Atrium; 300 East Concourse; 400 Tower Patios Funding Source SCSA – Stadium Capital Expenditure
FY 2027Requested Amount $500,000

SCSA Staff Response to Budgetary Request for FY2027

Staff Recommendation to SCSA Board – Approve with additional direction.

This project involves replacing the Swisspearl exterior panel system on the west facade suite and the press tower due to solar fading.

Upon visual inspection, SCSA staff and City representatives confirmed chipping, cracks, and aesthetic paint/fading issues. These elements appear to be aesthetic vs. structural. The original material was not durable enough to withstand normal use, as dents, chips, and cracks are present throughout the facility. A new material should be selected. ManCo should confer with SCSA staff and obtain SCSA staff approval of the selected replacement material.

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Sanitary Valves
Project Number: 27-2006
Category: Building Systems
Sub-Category: Plumbing
Project Budget Year: FY27/28
Project Manager: Francine Melendez Hughes, Executive
Vice President & General Manager
Location: 4900 Marie P. DeBartolo Way, Santa
Clara, CA 95054
Location Detail: Any concessions with kitchen and
pantry.

Funding Source: SCSA - Stadium Capital Expenditure
Project Description:

Sanitary valves are used in systems that handle potable water or other consumable liquids. They are important to maintain food safety (i.e., prevention of bacteria and cross-contamination). Sanitary valves are required to be kept in good condition for all consumable liquids systems.

This project replaces the approximately 150 sanitary valves throughout the stadium (concessions, clubs, kitchens and commissary) to ensure compliance with applicable Health & Safety Code requirements.

Because of their related nature, this project is being performed in conjunction with Project 27-2020, Backflow Preventers repair/replace as needed.

Expenditures FY 2027 FY 2028 FY 2029 FY 2030 Total Total
Expenditures
$ 492,128 $ 514,274 $ 537,416 $ 561,600 $ 2,105,417

Project Number 27-2006
Project Title Sanitary Valves
Category Building Systems
Sub-Category Plumbing
Project Budget Year FY 27/28
Location Detail Any concessions with kitchen and pantry.

Funding Source SCSA – Stadium Capital Expenditure
FY 2027Requested Amount $492,128

SCSA Staff Response to Budgetary Request for FY2027

Staff Recommendation to SCSA Board – Approve with additional direction.

As per the supplemental project description, “this project replaces the approximately 150 sanitary valves throughout the stadium (concessions, clubs, kitchens, and commissary) to ensure compliance with applicable Health & Safety Code requirements.”

This phased multi-year project is projected at approximately $500,000 annually for the next 3 years. While we recommend funding this project, during the next capital budgeting process, ManCo and SCSA staff should discuss and determine if it may be appropriate to adjust this expense from a capital project to an annual maintenance and repair operational expense.

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Beer Systems
Project Number: 27-2007
Category: Architectural
Sub-Category: Kitchen & Concessions Equipment
Project Budget Year: FY27/28
Project Manager: Francine Melendez Hughes, Executive
Vice President & General Manager
Location: 4900 Marie P. DeBartolo Way, Santa
Clara, CA 95054
Location Detail: 300 Concourse (Taproom)
Funding Source: SCSA - Stadium Capital Expenditure
Project Description:

The stadium’s beer systems consist of beer compressors, evaporator coils, pumps, valves, glycol equipment, and beverage lines to move beer from kegs to points of distribution. These systems are nearing their end of life and will be replaced as part of this project.

This is a phased project with a ROM cost of ~$410K for the preliminary phase of the project. There will be additional costs in future years for the remaining phases of this project.

Expenditures FY 2027 FY 2028 FY 2029 FY 2030 Total Total
Expenditures
$ 410,107 $ 410,107

Project Number 27-2007
Project Title Beer Systems
Category Architectural
Sub-Category Kitchen & Concessions Equipment
Project Budget Year FY 27/28
Location Detail 300 Concourse (Taproom)
Funding Source SCSA – Stadium Capital Expenditure
FY 2027Requested Amount $410,107

SCSA Staff Response to Budgetary Request for FY2027

Staff Recommendation to SCSA Board – Approve with additional direction.

This project includes replacing/upgrading the stadium’s beer systems, which consist of beer compressors, evaporator coils, pumps, valves, glycol equipment, and beverage lines to move beer from kegs to points of distribution.

As per the supplemental project description, “this is a phased project with a ROM cost of ~$410K for the preliminary phase of the project. There will be additional costs in future years for the remaining phases of this project.”

While SCSA staff are supportive of the proposed allocation, however, it is not clear what the total cost of replacing/upgrading all of the stadium’s beer systems will be. The final cost may be several multiples of the current request. As such, ManCo should assess the total project costs, and provide a thorough project description and estimate in the next capital budgeting process.

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Seismic Joints
Project Number: 27-2008
Category: Architectural
Sub-Category: Seating Bowl
Project Budget Year: FY27/28
Project Manager: Francine Melendez Hughes, Executive
Vice President & General Manager
Location: 4900 Marie P. DeBartolo Way, Santa
Clara, CA 95054
Location Detail: Full stadium bowl
Funding Source: SCSA - Stadium Capital Expenditure
Project Description:

The stadium is experiencing water intrusion from leaks resulting from the deteriorating condition of the existing seismic joints. This project replaces seismic joints between precast concrete stadia and between cast-in-place concrete throughout the seating bowl. Both horizontal and vertical seismic joints in the specified areas noted above will be replaced.

The ROM cost for the preliminary phase of this project is ~$370K. Additional funding will be required in future years to complete all phases of this project.

Expenditures FY 2027 FY 2028 FY 2029 FY 2030 Total Total
Expenditures
$ 369,096 $ 369,096

Project Number 27-2008
Project Title Seismic Joints
Category Architectural
Sub-Category Seating Bowl
Project Budget Year FY 27/28
Location Detail Full stadium bowl
Funding Source SCSA – Stadium Capital Expenditure
FY 2027Requested Amount $369,096

SCSA Staff Response to Budgetary Request for FY2027

Staff Recommendation to SCSA Board – Approve with additional direction.

As per the supplemental project description, “this project replaces seismic joints between precast concrete stadia and between cast-in-place concrete throughout the seating bowl. Both horizontal and vertical seismic joints in the specified areas noted above will be replaced. The ROM cost for the preliminary phase of this project is ~$370K. Additional funding will be required in future years to complete all phases of this project.”

Upon visual inspection, SCSA staff and City representatives observed evidence of prior water intrusion and failed seals related to seismic joints.

While SCSA staff are supportive of the proposed project, it is unclear what the total cost of replacing seismic joints across the entire facility will be. Additionally, ManCo and/or its agents should assess the feasibility and the financial benefit of repairing vs. replacing specific areas where seals have not failed entirely.

SCSA staff recommend that ManCo should assess the total cost and timeframe to replace/repair seismic joints across the full facility, and provide a thorough project description and estimate in the next capital budgeting process.

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Elevator Modernization
Project Number: 27-2009
Category: Building Systems
Sub-Category: Conveying Systems / Vertical
Transportation
Project Budget Year: FY27/28
Project Manager: Francine Melendez Hughes, Executive
Vice President & General Manager
Location: 4900 Marie P. DeBartolo Way, Santa
Clara, CA 95054
Location Detail: Passenger: 100 tower lobby
Freight: 100 level D quad, off loading
dock
Funding Source: SCSA - Stadium Capital Expenditure
Project Description:

The stadium’s freight and passenger elevators require both functional and cosmetic upgrades and revitalization to ensure elevators and cabs meet current safety and operational standards.

All elevator equipment at Levi’s Stadium was custom designed and built during the original stadium construction. Because of the custom nature and age of the elevators, many of the existing parts are no longer c
ommercially available, which in turn requires custom fabrication of replacement parts, higher maintenance costs, and long lead times when repair is required. This project will pilot work on a portion of the stadium elevators as part of a larger program to revitalize, refurbish, and modernize all freight and passenger elevators at the stadium.

Expenditures FY 2027 FY 2028 FY 2029 FY 2030 Total Total
Expenditures
$ 287,375 $ 420,430 $ 707,805

Project Number 27-2009
Project Title Elevator Modernization
Category Building Systems
Sub-Category Conveying Systems / Vertical Transportation Project Budget Year FY 27/28
Location Detail Passenger: 100 tower lobby Freight: 100 level D quad, off loading dock
Funding Source SCSA – Stadium Capital Expenditure
FY 2027Requested Amount $287,375

SCSA Staff Response to Budgetary Request for FY2027

Staff Recommendation to SCSA Board – Approve with modifications.

As per the supplemental project description, “all elevator equipment at Levi’s Stadium was custom designed and built during the original stadium construction. Because of the custom nature and age of the elevators, many of the existing parts are no longer commercially available, which in turn requires custom fabrication of replacement parts, higher maintenance costs, and long lead times when repair is required. This project will pilot work on a portion of the stadium elevators as part of a larger program to revitalize, refurbish, and modernize all freight and passenger elevators at the stadium.”

Since the total cost and scope of the elevator project are unknown, SCSA staff cannot determine which aspects of the project should be prioritized for funding. However, given the importance of ensuring that elevators function properly, SCSA staff are supportive of the initial $287K allocation for the “pilot” project in FY 2027.

SCSA staff request that ManCo not make cosmetic upgrades to the freight elevators without providing further details and obtaining consent from SCSA staff. Given the facility's competing capital needs, cosmetic upgrades to the freight elevators are not a high priority. Additionally, we request additional information on challenges with maintaining the current system and evidence to support that the current elevator system cannot be maintained to meet safety and service expectations. It should be noted that a full elevator replacement for a facility that is 11 years old is atypical.

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Exterior Facing Fixed Glazing
Project Number: 27-2010
Category: Building Envelope
Sub-Category: Doors & Windows
Project Budget Year: FY27/28
Project Manager: Francine Melendez Hughes, Executive
Vice President & General Manager
Location: 4900 Marie P. DeBartolo Way, Santa
Clara, CA 95054
Location Detail: Various entry points, including 200
Atrium Exterior doors (pictured) and
exterior doors at Gate F entrance.

Funding Source: SCSA - Stadium Capital Expenditure
Project Description:

The glass entry doors in various locations have chipped or have failing seals, which can lead to moisture intrusion and compromise the integrity of the door and window systems should the chips expand into lar
ger cracks. This project addresses these issues as-needed before a larger-scale replacement in FY2030.

Expenditures FY 2027 FY 2028 FY 2029 FY 2030 Total Total
Expenditures
$ 147,963 $ 628,992 $ 776,955

Project Number 27-2010
Project Title Exterior Facing Fixed Glazing
Category Building Envelope
Sub-Category Doors & Windows
Project Budget Year FY 27/28
Location Detail Various entry points, including 200 Atrium Exterior doors and exterior doors at Gate F entrance.

Funding Source SCSA – Stadium Capital Expenditure
FY 2027Requested Amount $147,963

SCSA Staff Response to Budgetary Request for FY2027

Staff Recommendation to SCSA Board – Approve with additional direction

Upon visual inspection, SCSA staff and City representatives observed chipped or failed seals on entry doors. However, it is unknown to the SCSA how many doors need repair or replacement. Given the number and size of Atrium doors on the 200 level and at Gate F, we support funding this project; however, in the future, we request additional details on the specific areas to be repaired.

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Ceilings - Grid or Metal Outdoor Stadium
Project Number: 27-2011
Category: Building Envelope
Sub-Category: Exterior Facade
Project Budget Year: FY27/28
Project Manager: Francine Melendez Hughes, Executive
Vice President & General Manager
Location: 4900 Marie P. DeBartolo Way, Santa
Clara, CA 95054
Location Detail: 700 Level exterior; Gate F
Funding Source: SCSA - Stadium Capital Expenditure
Project Description:

This project includes preparing and coating the existing steel structure along the 300 level concourse of Levi’s Stadium, which is showing substantial rust staining, to extend the useful life of the facility. The work will involve preparing, priming, sealing, and applying two finish coats to the bent stee Some of this work was done as part of an SCSA CapEx project from 2022/23 (Rust Protection Mitigation Project, Bent Steel at Stadium Perimeter – Level 300). In addition, StadCo performed some remediation work in preparation for Super Bowl LX.

Expenditures FY 2027 FY 2028 FY 2029 FY 2030 Total Total
Expenditures
$ 143,688 $ 180,184 $ 323,872

Project Number 27-2011
Project Title Ceilings - Grid or Metal Outdoor Stadium Category Building Envelope
Sub-Category Exterior Facade
Project Budget Year FY 27/28
Location Detail 700 Level exterior; Gate F
Funding Source SCSA – Stadium Capital Expenditure
FY 2027Requested Amount $143,688

SCSA Staff Response to Budgetary Request for FY2027

Staff Recommendation to SCSA Board – Approve.

As per the supplemental project description, “this project includes preparing and coating the existing steel structure along the 300 level concourse of Levi’s Stadium, which is showing substantial rust staining, to extend the useful life of the facility. The work will involve preparing, priming, sealing, and applying two finish coats to the bent steel.”

Upon visual inspection, SCSA staff and City representatives observed rust staining and failed steel coatings in various locations. We recommend funding this project.

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Tire Shredder
Project Number: 27-2012
Category: Architectural
Sub-Category: Site Work
Project Budget Year: FY27/28
Project Manager: Francine Melendez Hughes, Executive
Vice President & General Manager
Location: 4900 Marie P. DeBartolo Way, Santa
Clara, CA 95054
Location Detail: Green/Red Lot Ingress
Funding Source: SCSA - Stadium Capital Expenditure
Project Description:

The driveway exit to Tasman drive from the main stadium lot has a tire shredder to prevent traffic from entering the parking lot through the exit lane.

The tire shredder is more than ten years old and is failing. This project replaces the existing tire shredder.

Expenditures FY 2027 FY 2028 FY 2029 FY 2030 Total Total
Expenditures
$ 131,234 $ 131,234

Project Number 27-2012
Project Title Tire Shredder
Category Architectural
Sub-Category Site Work
Project Budget Year FY 27/28
Location Detail Green/Red Lot Ingress
Funding Source SCSA – Stadium Capital Expenditure
FY 2027Requested Amount $131,234

SCSA Staff Response to Budgetary Request for FY2027

Staff Recommendation to SCSA Board – Approve.

This project involves replacing the tire shredder at the driveway exit to Tasman Dive from the main Stadium lot. The tire shredder is more than ten years old and is failing. We recommend funding this project.

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Trench Drain Replacement
Project Number: 27-2013
Category: Architectural
Sub-Category: Site Work
Project Budget Year: FY27/28
Project Manager: Francine Melendez Hughes, Executive
Vice President & General Manager
Location: 4900 Marie P. DeBartolo Way, Santa
Clara, CA 95054
Location Detail: Loading Dock Area
Funding Source: SCSA - Stadium Capital Expenditure
Project Description:

The existing trench drain at the trash collection area has failed and requires replacement. The failed trench drain has resulted in odor issues occurring near the south entrance, which is used by performers, crew, Santa Clara PD, and stadium staff to access the stadium. This project will include cutting out and replacing the current trench drain with a new drain installed at a deeper slope to improve drainage for washdown of the area. The preliminary phase of this project involving replacement of a section of the existing trench drain will be performed following replacement of the stadium trash compactors, which is currently planned for July 2026.

The ROM cost for the preliminary phase of this project is ~$118K. Additional funding will be required for future phases of this project.

Expenditures FY 2027 FY 2028 FY 2029 FY 2030 Total Total
Expenditures
$ 118,111 $ 118,111

Project Number 27-2013
Project Title Trench Drain Replacement
Category Architectural
Sub-Category Site Work
Project Budget Year FY 27/28
Location Detail Loading Dock Area
Funding Source SCSA – Stadium Capital Expenditure
FY 2027Requested Amount $118,111

SCSA Staff Response to Budgetary Request for FY2027

Staff Recommendation to SCSA Board – Approve with additional direction.

As per the supplemental project description, “the existing trench drain at the trash collection area has failed and requires replacement. The failed trench drain has resulted in odor issues occurring near the south entrance, which is used by performers, crew, Santa Clara PD, and stadium staff to access the stadium. This project will include cutting out and replacing the current trench drain with a new drain installed at a deeper slope to improve drainage for washdown of the area.”

Upon visual inspection, SCSA staff and City representatives observed a substandard drainage system. We support approval of the project, but request ManCo confirm that a full replacement of the drainage system is warranted before proceeding with the project. This work is timed to occur with the previously approved replacement of the stadium trash compactors, which is currently planned for July 2026, so funding should not be delayed.

The supplemental project description also states that “additional funding will be required for future phases of this project.” SCSA staff requests information on the specific improvements and the location of other trench drains that may be repaired in future years.

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Air Compressors
Project Number: 27-2014
Category: Architectural
Sub-Category: Equipment
Project Budget Year: FY27/28
Project Manager: Francine Melendez Hughes, Executive
Vice President & General Manager
Location: 4900 Marie P. DeBartolo Way, Santa
Clara, CA 95054
Location Detail: 100 Pump Room and Engineering
Shop
Funding Source: SCSA - Stadium Capital Expenditure
Project Description:

The main compressor is used for the main stadium water softener system and auto and welding shop compressors. This project is a full replacement of the existing main compressor (originally installed in 2014), which is nearing end of life (i.e., approximately 10 years). The project will also address the need to upsiz
e the main compressor because the existing compressor is undersized for the stadium’s current and future needs.
$100K was a ROM allowance approved as part of the FY25 5-year CapEx Submission, and 10% contingency and 4.5% escalation was added to this number for the FY27 projection.

Expenditures FY 2027 FY 2028 FY 2029 FY 2030 Total Total
Expenditures
$ 114,950 $ 114,950

Project Number 27-2014
Project Title Air Compressors
Category Architectural
Sub-Category Equipment
Project Budget Year FY 27/28
Location Detail 100 Pump Room and Engineering Shop
Funding Source SCSA – Stadium Capital Expenditure
FY 2027Requested Amount $114,950

SCSA Staff Response to Budgetary Request for FY2027

Staff Recommendation to SCSA Board – Approve.

This project is a full replacement of the existing main compressor (originally installed in 2014), which is nearing end of life (i.e., approximately 10 years). The project will also address the need to upsize the main compressor because the existing compressor is undersized for the stadium’s current and future needs.

SCSA staff concurs that replacement aligns with the typical lifecycle of air compressor equipment.

This project was previously approved in FY 2025 but was not completed. As such, SCSA staff recommend approval of the funding request. However, SCSA staff requests ManCo adjust its project estimating practices for minor equipment replacements. The current estimate for this and other small projects is a Rough Order of Magnitude (ROM) of $100K, plus a 10% contingency and a 4.5% escalation from FY 2025. While the contingency and escalation estimates are in line with industry standards, it is unknown if $100K is the appropriate amount for replacement of the equipment.

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Condenser Water Systems and VAV Wet Units
Project Number: 27-2015
Category: Building Systems
Sub-Category: Mechanical
Project Budget Year: FY27/28
Project Manager: Francine Melendez Hughes, Executive
Vice President & General Manager
Location: 4900 Marie P. DeBartolo Way, Santa
Clara, CA 95054
Location Detail: Throughout stadium, bowl and tower
Funding Source: SCSA - Stadium Capital Expenditure
Project Description:

The condenser water system transfers heat from the building to the outside atmosphere. The existing condensers in use at the stadium are nearing the end of their life cycle and will be replaced as part of this project.

Variable Air Volume (VAV) units control conditioned air flows in the Stadium’s HVAC system to individual spaces. The existing VAV units in use at the stadium are nearing the end of their lifecycle and will be replaced as part of this project.
$100K was a ROM allowance approved as part of the FY25 5-year CapEx Submission, and 10% contingency and 4.5% escalation was added to this number for the FY27 projection.

Expenditures FY 2027 FY 2028 FY 2029 FY 2030 Total Total
Expenditures
$ 114,950 $ 114,950
I I

Project Number 27-2015
Project Title Condenser Water Systems and VAV Wet Units Category Building Systems
Sub-Category Mechanical
Project Budget Year FY 27/28
Location Detail Throughout stadium, bowl and tower
Funding Source SCSA – Stadium Capital Expenditure
FY 2027Requested Amount $114,950

SCSA Staff Response to Budgetary Request for FY2027

Staff Recommendation to SCSA Board – Approve with additional direction.

The Stadium’s condenser water system and the Variable Air Volume (VAV) are nearing the end of their life cycle and will be replaced as part of this project.

This project was previously approved in FY 2025 but was not completed. As such, SCSA staff recommend approval of the funding request. However, SCSA staff requests ManCo adjust its project estimating practices for minor equipment replacements. The current estimate for this and other small projects is a Rough Order of Magnitude (ROM) of $100K, plus a 10% contingency and a 4.5% escalation from FY 2025. While the contingency and escalation estimates are in line with industry standards, it is unknown if $100K is the appropriate amount for replacement of the equipment.

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Heat Exchanger
Project Number: 27-2016
Category: Building Systems
Sub-Category: Mechanical
Project Budget Year: FY27/28
Project Manager: Francine Melendez Hughes, Executive
Vice President & General Manager
Location: 4900 Marie P. DeBartolo Way, Santa
Clara, CA 95054
Location Detail: 100 Pump Room
Funding Source: SCSA - Stadium Capital Expenditure
Project Description:

This project will repair/rebuild the heat exchanger in the main pump room located on the 100 level of the stadium. This is a critical component of the HVAC system which provides heat safely and efficiently throughout the building. The expected differential for a functional heat exchanger should be 10-12 degrees. The stadium’s current systems may run as low as 2-4 degrees due to aging and lower efficiency resulting from system strain.
$100K was a ROM allowance approved as part of the FY25 5-year CapEx Submission, and 10% contingency and 4.5% escalation was added to this number for the FY27 projection.

Expenditures FY 2027 FY 2028 FY 2029 FY 2030 Total Total
Expenditures
$ 114,950 $ 114,950

Project Number 27-2016
Project Title Heat Exchanger
Category Building Systems
Sub-Category Mechanical
Project Budget Year FY 27/28
Location Detail 100 Pump Room
Funding Source SCSA – Stadium Capital Expenditure
FY 2027Requested Amount $114,950

SCSA Staff Response to Budgetary Request for FY2027

Staff Recommendation to SCSA Board – Approve with additional direction.

As per the supplemental project description, “this project will repair/rebuild the heat exchanger in the main pump room located on the 100 level of the stadium. This is a critical component of the HVAC system, which provides heat safely and efficiently throughout the building. The expected differential for a functional heat exchanger should be 10-12 degrees. The stadium’s current systems may run as low as 2-4 degrees due to aging and lower efficiency resulting from system strain.”

This project was previously approved in FY 2025 but was not completed. As such, SCSA staff recommend approval of the funding request. However, SCSA staff requests ManCo adjust its project estimating practices for minor equipment replacements. The current estimate for this and other small projects is a Rough Order of Magnitude (ROM) of $100K, plus a 10% contingency and a 4.5% escalation from FY 2025. While the contingency and escalation estimates are in line with industry standards, it is unknown if $100K is the appropriate amount for replacement of the equipment.

17 /21
Surveillance - Command Center Equipment (Confidential)
Project Number: 27-2017
Category: Building Systems
Sub-Category: Security Systems
Project Budget Year: FY27/28
Project Manager: Francine Melendez Hughes, Executive
Vice President & General Manager
Location: 4900 Marie P. DeBartolo Way, Santa
Clara, CA 95054
Location Detail: Command Center
Funding Source: SCSA - Stadium Capital Expenditure
Project Description:

This project will address upgrades to the surveillance system in the Level 800 Command Center at Levi’s Stadium. A security integrator will be engaged in FY26 to provide a comprehensive review of the existing system together with recommendations regarding enhancements to be performed as part of this project.
$100K was a ROM allowance approved as part of the FY25 5-year CapEx Submission, and 10% contingency and 4.5% escalation was added to this number for the FY27 projection.

Expenditures FY 2027 FY 2028 FY 2029 FY 2030 Total Total $ 114,950 $ 114,950
IC±==r=__j____L_---'-----

Project Number 27-2017
Project Title Surveillance - Command Center Equipment
Category Building Systems
Sub-Category Security Systems
Project Budget Year FY 27/28
Location Detail Command Center
Funding Source SCSA – Stadium Capital Expenditure
FY 2027Requested Amount $114,950

SCSA Staff Response to Budgetary Request for FY2027

Staff Recommendation to SCSA Board – Approve with additional direction.

As per the supplemental project description, “this project will address upgrades to the surveillance system in the Level 800 Command Center at Levi’s Stadium. A security integrator will be engaged in FY26 to provide a comprehensive review of the existing system together with recommendations regarding enhancements to be performed as part of this project.”

This project was previously approved in FY 2025 but was not completed. As such, SCSA staff recommend approval of the funding request. However, SCSA staff requests ManCo adjust its project estimating practices for minor equipment replacements. The current estimate for this and other small projects is a Rough Order of Magnitude (ROM) of $100K, plus a 10% contingency and a 4.5% escalation from FY 2025. While the contingency and escalation estimates are in line with industry standards, it is unknown if $100K is the appropriate amount for replacement of the equipment.

Additionally, the full scope of this project is unknown, and SCSA staff requests that ManCo provide additional information (including the results of the security integrator’s assessment) to the SCSA and the Santa Clara Police Department prior to proceeding with the project.

18 /21
Backbone Fiber Optics (Replaced)
Project Number: 27-2018
Category: Technology
Sub-Category: Technology Infrastructure
Project Budget Year: FY27/28
Project Manager: Francine Melendez Hughes, Executive
Vice President & General Manager
Location: 4900 Marie P. DeBartolo Way, Santa
Clara, CA 95054
Location Detail: Panel Replacement (Exterior adjacent
to Loading Dock)
Funding Source: SCSA - Stadium Capital Expenditure
Project Description:

The original scope of this project was to add broadcast fiber cable to the playing field; however, StadCo p
aid to execute that specific scope as part of stadium improvements it performed in 2025.

This project will focus on repairing and upgrading the primary broadcast patch panel located at the loading dock, which serves as the critical connection point for mobile production units during major events. The scope includes replacing aging and damaged equipment, and implementing corrective measures to mitigate ongoing water intrusion, and other work necessary to ensure reliable signal integrity and uninterrupted broadcast operations.

Expenditures FY 2027 FY 2028 FY 2029 FY 2030 Total Total $ 88,583 $ 88,583

Project Number 27-2018
Project Title Backbone Fiber Optics
Category Technology
Sub-Category Technology Infrastructure
Project Budget Year FY 27/28
Location Detail Panel Replacement (Exterior adjacent to Loading Dock) Funding Source SCSA – Stadium Capital Expenditure
FY 2027Requested Amount $88,583

SCSA Staff Response to Budgetary Request for FY2027

Staff Recommendation to SCSA Board – Approve with additional direction.

As per the supplemental project description, “this project will focus on repairing and upgrading the primary broadcast patch panel located at the loading dock, which serves as the critical connection point for mobile production units during major events. The scope includes replacing aging and damaged equipment, and implementing corrective measures to mitigate ongoing water intrusion, and other work necessary to ensure reliable signal integrity and uninterrupted broadcast operations.”

While the project description outlines the type of work to be conducted, the project's full scope remains unclear. However, given the facility's age and technological advances, we acknowledges that IT panel and cabling upgrades/repairs are likely warranted. SCSA staff requests additional information from ManCo during the design phase of this project to understand the full scope of repairs and replacements that will be conducted.

19 /21
Replace Furniture - First Aid Hospital Beds
Project Number: 27-2019
Category: Architectural
Sub-Category: Equipment
Project Budget Year: FY27/28
Project Manager: Francine Melendez Hughes, Executive
Vice President & General Manager
Location: 4900 Marie P. DeBartolo Way, Santa
Clara, CA 95054
Location Detail: First Aid Station
Funding Source: SCSA - Stadium Capital Expenditure
Project Description:

This project replaces the existing hospital beds in the first aid rooms at the stadium. The existing hospital beds have not been replaced since the stadium originally opened and are at or near the end of their life.

Expenditures FY 2027 FY 2028 FY 2029 FY 2030 Total Total $ 68,970 $ 68,970
I I

Project Number 27-2019
Project Title Replace Furniture - First Aid Hospital Beds Category Architectural
Sub-Category Equipment
Project Budget Year FY 27/28
Location Detail First Aid Station
Funding Source SCSA – Stadium Capital Expenditure
FY 2027Requested Amount $68,970

SCSA Staff Response to Budgetary Request for FY2027

Staff Recommendation to SCSA Board – $68,970

As per the supplemental project description, “this project replaces the existing hospital beds in the first aid rooms at the stadium. The existing hospital beds have not been replaced since the stadium originally opened and are at or near the end of their life.” We recommend funding this project.

20 /21
Backflow Preventers repair/replace as needed
Project Number: 27-2020
Category: Building Systems
Sub-Category: Plumbing
Project Budget Year: FY27/28
Project Manager: Francine Melendez Hughes, Executive
Vice President & General Manager
Location: 4900 Marie P. DeBartolo Way, Santa
Clara, CA 95054
Location Detail: Concessions stands and Mechanical
rooms
Funding Source: SCSA - Stadium Capital Expenditure
Project Description:

A backflow preventer is a device installed in a water system that keeps water flowing in one direction only. Over time, mechanical components (springs, valves, rubber seals), debris deposits, and corrosion cause these components to degrade. This project will repair and replace defective backflow preventers.

Backflow preventers are installed in all kitchen, concession, and pantry areas in the stadium where there is soda distribution.

Because of their related nature, this project is being performed in conjunction with Project 27-2006, Sanitary Valves.

Expenditures FY 2027 FY 2028 FY 2029 FY 2030 Total Total $ 57,475 $ 57,475

Project Number 27-2020
Project Title Backflow Preventers repair/replace as needed Category Building Systems
Sub-Category Plumbing
Project Budget Year FY 27/28
Location Detail Concessions stands and Mechanical rooms Funding Source SCSA – Stadium Capital Expenditure
FY 2027Requested Amount $57,475

SCSA Staff Response to Budgetary Request for FY2027

Staff Recommendation to SCSA Board – Approve.

As per the supplemental project description, “a backflow preventer is a device installed in a water system that keeps water flowing in one direction only. Over time, mechanical components (springs, valves, rubber seals), debris deposits, and corrosion cause these components to degrade. This project will repair and replace defective backflow preventers.”

SCSA staff and City representatives discussed this project with ManCo and are recommending approval, as the reported failures align with the expected lifecycles of the mechanical components and plumbing equipment.

21 /21
Irrigation - Interior Field and Roof Garden Pumps
and Piping
Project Number: 27-2021
Category: Building Systems
Sub-Category: Plumbing
Project Budget Year: FY27/28
Project Manager: Francine Melendez Hughes, Executive
Vice President & General Manager
Location: 4900 Marie P. DeBartolo Way, Santa
Clara, CA 95054
Location Detail: 100 Pump Room
Funding Source: SCSA - Stadium Capital Expenditure
Project Description:

The irrigation pressurized watering system delivers water to the stadium’s playing field and the 900 level green roof.

This project will replace the pumps and piping that form a part of the irrigation pressurized watering system, which are at or nearing end of life.

Expenditures FY 2027 FY 2028 FY 2029 FY 2030 Total Total $ 22,990 $ 22,990
I I

Project Number 27-2021
Project Title Irrigation - Interior Field and Roof Garden Pumps and Piping Category Building Systems Sub-Category:

Sub-Category Plumbing
Project Budget Year FY 27/28
Location Detail 100 Pump Room
Funding Source SCSA – Stadium Capital Expenditure
FY 2027Requested Amount $22,990

SCSA Staff Response to Budgetary Request for FY2027

Staff Recommendation to SCSA Board – Approve with additional direction.

As per the supplemental project description, “the irrigation pressurized watering system delivers water to the stadium’s playing field and the 900 level green roof. This project will replace the pumps and piping that form a part of the irrigation pressurized watering system, which are at or nearing end of life.”

SCSA staff are supportive of this project; however, we request that ManCo provide SCSA staff with a justification for repairing versus replacing the piping systems prior to proceeding with the project.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-691 Agenda Date: 6/23/2026

REPORT TO COUNCIL

SUBJECT
Discussion and Approval of the Formation of a Community Advisory Committee to Support the Evaluation of Future City Hall Facility Options and Appointment of Committee Members

BACKGROUND
The City Hall facility located at 1500 Warburton Avenue was originally constructed in 1958 and has served as the center of municipal government operations for nearly seven decades. While the facility has undergone modifications and improvements over time, many building systems, operational layouts, and public service functions reflect standards and requirements from a different era. As municipal service demands continue to evolve, the City must evaluate whether the existing facility can effectively support current and future operational needs, public accessibility requirements, customer service expectations, technology infrastructure, sustainability goals, and workplace standards.

The current discussion regarding the future of City Hall was initiated following a proposal from Valley Oak Partners regarding a potential City Hall opportunity at the current Oracle Campus located at 4220 Network Circle. The proposal generated discussion regarding the long-term needs of the City's administrative facilities and whether relocation, renovation, reconstruction, or adaptive reuse opportunities should be considered as part of a comprehensive evaluation process.

In response, the City Council directed staff to undertake a public process to evaluate all reasonable alternatives for the future of City Hall rather than focusing on a single site or proposal. Council emphasized the importance of conducting a transparent, community-driven evaluation process that considers the operational, financial, and community implications of multiple alternatives before any decisions are made regarding the future location or configuration of City Hall.

Consistent with that direction, staff is proposing a comprehensive City Hall evaluation process that will consider the following alternatives:
· Remodeling the existing City Hall facility;
· Rebuilding a new City Hall on the existing site;
· Constructing a new City Hall on City-owned property within the downtown area; and · Acquiring and converting an existing building/campus within the City for use as City Hall.

The evaluation process will include technical, operational, financial, and community considerations.

Staff anticipates retaining professional consultants to conduct a Space Needs Assessment and Fit Plan, Facility Condition Assessment, conceptual planning studies, feasibility analyses, and cost evaluations for the alternatives under consideration.

Recognizing that any future City Hall investment will have long-term impacts on residents, City of Santa Clara Printed on 6/19/2026Page 1 of 5
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businesses, employees, and taxpayers, the City Council also directed staff to develop a framework for a Community Advisory Committee (CAC) to support the evaluation process. The proposed CAC represents an important component of the City's broader public engagement strategy and will help ensure that community values and priorities are considered alongside technical analyses and financial considerations as the City evaluates future City Hall facility options.

DISCUSSION

1. City Hall Evaluation Process Overview
To support the evaluation process, the City intends to retain professional consultants to perform technical analyses including:
· Space Needs Assessment and Fit Plan;
· Facility Condition Assessment;
· Operational and Functional Needs Analysis;
· Architectural and Site Feasibility Studies;
· Cost Estimating and Financial Analysis;
· Lifecycle Cost Analysis; and
· Public Outreach and Engagement Support.

The Space Needs Assessment and Fit Plan will evaluate current and future workspace requirements, customer service needs, public meeting space requirements, technology infrastructure, records storage needs, accessibility requirements, and operational efficiencies.

The Facility Condition Assessment will evaluate building systems, structural conditions, deferred maintenance needs, code compliance issues, and facility deficiencies.

The alternatives City Hall options will be evaluated through a combination of technical analyses, financial review, and community engagement. The alternatives analysis will compare each option based on factors including:
· Ability to meet operational needs;
· Customer accessibility and service delivery;
· Sustainability opportunities;
· Capital and lifecycle costs;
· Downtown and community impacts;
· Construction feasibility and implementation risks;
· Schedule considerations; and
· Community priorities identified through public outreach.

2. Community Advisory Committee Purpose and Scope
The CAC will serve as an advisory body to the City Council throughout the City Hall evaluation process. The purpose of the CAC is to promote transparency, facilitate community participation, and provide a structured forum for public input regarding future City Hall facility options.

The CAC's responsibilities shall include:
· Reviewing information and studies prepared by City staff and consultants; · Providing community perspectives regarding City Hall alternatives; · Assisting with outreach and engagement within the community; · Gathering input from residents, businesses, and stakeholders; City of Santa Clara Printed on 6/19/2026Page 2 of 5
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· Identifying community priorities, concerns, and opportunities; and · Providing recommendations and feedback to the City Council.

The CAC will not possess decision-making authority. All policy decisions regarding City Hall planning, site selection, project alternatives, financing, and implementation will remain the responsibility of the City Council.

Community Advisory Committee Membership and Appointment Process To ensure broad geographic representation and citywide participation, staff recommends a seven-member Committee consisting of:
· One representative appointed by each Councilmember (six district representatives); and
· One citywide representative appointed by the Mayor.

This structure provides district-based representation while ensuring citywide interests are considered throughout the evaluation process.

Committee members are expected to:
· Attend and actively participate in scheduled CAC meetings; · Review materials provided by staff and consultants;
· Serve as liaisons to their respective districts and community networks; · Encourage public participation and engagement; and
· Provide objective feedback and recommendations throughout the evaluation process.

The CAC is expected to remain active for approximately nine to twelve months or until completion of its advisory responsibilities.

3. Proposed Community Advisory Committee Work Plan and Schedule The CAC's work is anticipated to occur over approximately nine months and generally align with consultant studies, public outreach activities, and City Council milestones.

Phase 1 - Committee Organization and Project Orientation (Months 1-2) The CAC will receive orientation and background information regarding the City Hall evaluation process.

Information that the Committee will receive include:
· Committee roles and responsibilities;
· City Hall history and existing conditions;
· Project goals, evaluation criteria, and schedule;
· Existing facility conditions and operational challenges; · Consultant studies and public engagement plans.

Phase 2 - Space Needs Assessment and Community Priorities (Months 2-4) The CAC will review analyses related to current and future municipal facility needs and assist in identifying community priorities.

Information that the Committee will receive include:
· Space Needs Assessment and Fit Plan;
· Current and future staffing and service delivery requirements; · Accessibility, technology, customer service, and operational needs; City of Santa Clara Printed on 6/19/2026Page 3 of 5
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· Community outreach strategies;
· Plan for public workshops, surveys, and stakeholder engagement activities.

Phase 3 - Alternatives Development and Evaluation (Months 3-5) The CAC will review and provide feedback regarding alternatives for the future of City Hall.

Information that the Committee will receive include:
· Conceptual alternatives and feasibility analyses;
· Operational functionality and public accessibility;
· Sustainability opportunities and community impacts;
· Discussion of implementation considerations and project risks.

Phase 4 - Financial Analysis and Comparative Evaluation (Months 6-7) The CAC will review consultant analyses regarding the financial implications of each alternative.

Information that the Committee will receive include:
· Preliminary capital cost estimates;
· Estimated lifecycle and maintenance costs;
· Funding options, financing considerations, and project risks; · Comparative evaluation of alternatives based upon technical findings and community priorities.

Phase 5 - Advisory Findings and Recommendations (Months 8-9) The CAC will develop advisory findings and recommendations for consideration by the City Council.

During this phase, the Committee will:
· Review community outreach results;
· Discussion of strengths and challenges associated with each alternative; · Development of advisory findings and recommendations; · Review a presentation of a final advisory report to the City Council.

The schedule may be adjusted based upon consultant timelines, public outreach efforts, and City Council direction. The work plan is intended to provide a general framework for Committee activities and may be refined as the project progresses to ensure alignment with technical analyses, community engagement outcomes, and Council direction. Any adjustments will be made to support an effective and informed evaluation process.

ENVIRONMENTAL REVIEW
The proposed action to establish a Community Advisory Committee is not a project under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378 because it is an organizational and administrative activity that will not result in a direct or indirect physical change to the environment.

Any future City Hall project or facility improvements resulting from subsequent Council actions will be subject to separate environmental review in accordance with CEQA.

FISCAL IMPACT
Funding for consultant services to support the CAC’s work is currently budgeted in the Civic Center Campus Future Needs appropriation in the Public Buildings Capital Fund. Existing City staff time City of Santa Clara Printed on 6/19/2026Page 4 of 5
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26-691 Agenda Date: 6/23/2026
associated with project coordination, review, and administration will be absorbed within existing departmental operating budgets.

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

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

RECOMMENDATION
Approve the formation of a Community Advisory Committee consisting of one representative appointed by each City Councilmember and one at-large representative appointed by the Mayor to provide advisory input regarding the evaluation of the future of City Hall.

Reviewed by: Elizabeth Klotz, Assistant City Manager
Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. City Hall Workplan Overview
City of Santa Clara Printed on 6/19/2026Page 5 of 5
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5 Phases Over Approximately 9 Months
Proposed Community Advisory Committee
Work Plan and Schedule
1 Months 1-2
Committee Organization
& Project Orientation
The CAC will receive orientation
and background information
regarding the City Hall evaluation
process.

Information that the Committee
will receive includes:

Committee roles and
responsibilities;
City Hall history and existing
conditions;
Project goals, evaluation
criteria, and schedule;
Existing facility conditions and
operational challenges;
Consultant studies and public
engagement plans.
2 Months 2-4
Space Needs Assessment
& Community Priorities
Review analyses related to current
and future municipal facility needs
and assist in identifying
community priorities.

Information that the Committee
will receive includes:

Space Needs Assessment and
Fit Plan;
Current and future staffing
and service delivery
requirements;
Accessibility, technology,
customer service, and
operational needs;
Community outreach
strategies;
Plan for public workshops,
surveys, and stakeholder
engagement activities.
3 Months 3-5
Alternatives Development
& Evaluation
The CAC will review and provide
feedback regarding alternatives
for the future of City Hall.

Information that the Committee
will receive includes:

Conceptual alternatives and
feasibility analyses;
Operational functionality and
public accessibility;
Sustainability opportunities
and community impacts;
Discussion of implementation
considerations and project
risks.
4 Months 6-7
Financial Analysis &
Comparative Evaluation
The CAC will review consultant
analyses regarding the financial
implications of each alternative.

Information that the Committee
will receive includes:

Preliminary capital cost
estimates;
Estimated lifecycle and
maintenance costs;
Funding options, financing
considerations, and project
risks;
Comparative evaluation of
alternatives based upon
technical findings and
community priorities.
5 Months 8-9
Advisory Findings &
Recommendations
The CAC will develop advisory
findings and recommendations
for consideration by the City
Council.

During this phase, the Committee
will:

Review community outreach
results;
Discussion of strengths and
challenges associated with
each alternative;
Development of advisory
findings and
recommendations;
Review a presentation of a
final advisory report to the
City Council.
* Schedule may be adjusted based on consultant timelines, public outreach efforts, and City Council direction. 1 Months 1-2
Committee Organization
& Projo ect Orientation
The CAC will receive orientation
and background information
regarding the City Hall evaluation
process.

Information that the Committee
will receive includes:

Committee roles and
responsibilities;
City Hall history and existing
conditions;
Projo ect goals, evaluation
criteria, and schedule;
Existing facility conditions and
operational challenges;
Consultant studies and public
engagement plans.
2 Months 2-4
Space Needs Assessment
& Community Priorities
Review analyses related to current
and future municipal facility needs
and assist in identifyff ing
community priorities.

Information that the Committee
will receive includes:

Space Needs Assessment and
Fit Plan;
Current and future staffff ing
and service delivery
requirements;
Accessibility, technology,
customer service, and
operational needs;
Community outreach
strategies;
Plan for public workshops,
surveys, and stakeholder
engagement activities.
3 Months 3-5
Alternatives Development
& Evaluation
The CAC will review and provide
feedback regarding alternatives
for the future of City Hall.

Information that the Committee
will receive includes:

Conceptual alternatives and
feasibility analyses;
Operational functionality and
public accessibility;
Sustainability opportunities
and community impacts;
Discussion of implementation
considerations and projo ect
risks.
4 Months 6-7
Financial Analysis &
Comparative Evaluation
The CAC will review consultant
analyses regarding the financial
implications of each alternative.

Information that the Committee
will receive includes:

Preliminary capital cost
estimates;
Estimated lifecycle and
maintenance costs;
Funding options, financing
considerations, and projo ect
risks;
Comparative evaluation of
alternatives based upon
technical findings and
community priorities.
5 Months 8-9
Advisory Findings &
Recommendations
The CAC will develop advisory
findings and recommendations
for consideration by the City
Council.

During this phase, the Committee
will:

Review community outreach
results;
Discussion of strengths and
challenges associated with
each alternative;
Development of advisory
findings and
recommendations;
Review a presentation of a
final advisory report to the
City Council.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-697 Agenda Date: 6/23/2026

REPORT TO COUNCIL

SUBJECT
Action on Approval of Resolution Approving and Adopting the Updated Unclassified Salary Plan for Various Positions including the Updated Salaries of the City Manager and the City Attorney pursuant to their respective Employment Agreements, and Adopt a Resolution Approving and Adopting the Unclassified Salary Plan for Various Positions including the classifications of City Manager and City Attorney

BACKGROUND
Approve the Updated Salary Plan that includes the Updated Salary of the City Manager The City Manager, Jōvan D. Grogan, has been employed by the City of Santa Clara since on or about May 1, 2023. The initial salary for this position (Section 3.1 of the Employment Agreement) was approximately $405,056 per year. On or about December 12, 2023, pursuant to the Employment Agreement, the City Council approved an adjustment to his annual base salary by approximately

2.0% effective December 24, 2023 (the first pay period of calendar year 2024), resulting in a new salary of approximately $413,157. On or about January 9, 2024, the City Council approved a merit- based salary adjustment of approximately 1.23%, also effective December 24, 2023, resulting in a new salary of approximately $418,220. On or about January 27, 2026, the City Council approved Amendment No. 1 to the City Manager’s Employment Agreement which included a 3.0% salary adjustment, resulting in a new salary of approximately $430,767.36, effective May 11, 2025, as well as an automatic salary increase of approximately 2.0% (or applicable CPI, whichever is less) effective the first pay period after May 1
st if the performance appraisal process for the City Manager is not completed on or before May 31st. Based on prior City Council direction, the next performance appraisal process for the City Manager will encompass the full 2026 calendar year, and the next appraisal process is scheduled to begin at the end of the 2026 calendar year with a prescribed timeline for the process to be completed by May 31
st of 2027. Accordingly, pursuant to Amendment
No. 1 and since a performance appraisal was not completed on or before May 31, 2026, the City Manager’s annual base salary will be increased by approximately 2.0% to $439,382.71 effective May 10, 2026 (the first pay period after May 1, 2026). Following the next performance appraisal, the City Council will determine if any additional compensation adjustment is to be provided. It should be noted that the consumer price index (CPI) for this region increased approximately 3.8% for the 12 months ending in April 2026.

Approve the Updated Salary Plan that includes the Updated Salary of the City Attorney The City Attorney, Glen R. Googins, has been employed by the City of Santa Clara since March 1, 2023. The initial salary for this position (Section 3.1 of the Employment Agreement) was $345,000 per year. On December 3, 2024, the City Council approved Amendment No. 1 to the Employment Agreement that adjusted his annual base salary by 3.25% retractive to March 1, 2024, resulting in a new salary of $356,212.50. The cost-of-living adjustment was for a 12-month rating period. On or about August 26, 2025, the City Council approved Amendment No. 2 to the City Attorney’s City of Santa Clara Printed on 6/19/2026Page 1 of 7
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about August 26, 2025, the City Council approved Amendment No. 2 to the City Attorney’s Employment Agreement which included a 4.0% salary adjustment, resulting in a new salary of approximately $370,461.12, effective March 1, 2025, as well as an automatic salary increase of approximately 2.0% (or applicable CPI, whichever is less) effective March 1 st if the performance
appraisal process for the City Attorney is not completed on or before May 31st. Based on prior City Council direction, the next performance appraisal process for the City Attorney will encompass the full 2026 calendar year, and the next appraisal process is scheduled to begin at the end of the 2026 calendar year with a prescribed timeline for the process to be completed by May 31 st of 2027.

Accordingly, pursuant to Amendment No. 2 and since a performance appraisal was not completed on or before May 31, 2026, the City Attorney’s annual base salary will be increased by approximately

2.0% to $377,870.34 effective March 1, 2026. Following the next performance appraisal, the City Council will determine if any additional compensation adjustment is to be provided. It should be noted that the consumer price index (CPI) for this region increased approximately 3.8% for the 12 months ending in April 2026. Following the performance appraisal, the City Council will determine if any additional compensation adjustment is to be provided.

Government Code section 20636(b)(1) and California Code of Regulations section 570.5 require that public salary schedules include specific information and be approved by the governing body whenever they are updated or revised.

Approve the Modifications to Unclassified Class Specifications The City is proposing to merge and create general class specifications for the Assistant Director (Job Code 133) and Division Manager (Job Code 136) classifications. Individual classifications merged into the general classification will be deleted from the salary plan.

These modifications were approved by Unit 9 prior to bringing this request forward to Council.

Approve Revised Salary Ranges to Various Unclassified Positions Due to Memorandum of Understanding (MOU) agreement with the Unclassified Miscellaneous Management (Unit 9) and Unclassified Electric Utility Management Employees Association (Unit 9E), the City is bringing forward a request to adjust the salary range of several classifications that are impacted by the MOU Compaction provision. Under this provision, supervisory-subordinate classifications must maintain a 5.0% salary differential.

Sections 4 and 6 of the Personnel and Salary Resolution require City Council approval of new or revised classifications. The proposed Council action satisfies these applicable requirements.

Adoption of a Resolution Approving and Adopting the Updated Unclassified Salary Plan Section 9 of the Personnel and Salary Resolution requires City Council approval of compensation plans for unclassified positions. California Code Regulations Section 570.5 requires the adoption of updated publicly available salary schedules by the governing body. The attached Resolution approves the updated unclassified salary plan.

The City of Santa Clara contracts with the California Public Employees’ Retirement System (CalPERS) to provide retirement benefits for employees in both classified and unclassified positions.

When the City makes modifications to the salary schedules for its unclassified positions, the City Council must approve and adopt the publicly available salary schedules to comply with California Code of Regulations (CCR) section 570. 5. If the City Council does not approve these resolutions, the City will be non-compliant with CalPERS record keeping and reporting requirements. The City of Santa Clara Printed on 6/19/2026Page 2 of 7
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the City will be non-compliant with CalPERS record keeping and reporting requirements. The proposed Council action satisfies these applicable requirements.

DISCUSSION
Approve the Updated Salary Plan that includes the Updated Salary of the City Manager Based upon Amendment No. 1 to the Employment Agreement of the City Manager which was approved by City Council on or about January 27, 2026, which provides for the following changes to the City Manager’s compensation:
(1) a statement of the new salary level of approximately $439,382.71 (reflecting the salary increase of approximately 2.0%), retroactive to and effective May 10, 2026 (the start of the first pay period after May 1, 2026);
Approve the Updated Salary Plan that includes the Updated Salary of the City Attorney Based upon Amendment No. 2 to the Employment Agreement of the City Attorney which was approved by City Council on or about August 26, 2025, which provides for the following changes to the City Attorney compensation:
(1) a statement of the new salary level of $377,870.34 (reflecting the salary increase of approximately 2.0%), retroactive to and effective March 1, 2026; Merge and Create an Assistant Director (Job Code 133) Classification In an effort to streamline recruitment efforts and allow departments without a current Assistant Director classification to add this position based on operational needs, the Human Resources Department updated the Assistant Director classification to be a general classification that can be used across multiple departments. The following classifications will be merged to the general classification:
· Assistant Director of Finance (Job Code 022)
· Assistant Director of Human Resources (Job Code 018)
· Assistant Director of Water & Sewer Utilities (Job Code 014) The merged classifications listed above will be deleted from the Unclassified Salary Plan and incumbents in these positions will be moved to the general Assistant Director (Job Code 133) classification. The salary range for the Assistant Director (Job Code 133) classification aligns with the minimum and maximum salary ranges of the merged classifications and will not result in changes to incumbent salaries.

Assistant Director (Job Code 133)
- with an annual salary range of $214,395.84 - $280,323.72.

Under administrative direction, incumbents provide executive leadership and administrative support across operational, financial, regulatory, and strategic functions within a City department. This position supports executive management in the development and implementation of departmental policies and procedures; personnel management; budget administration; and program development, and evaluation. Incumbents assist in planning, organizing, coordinating, and evaluating departmental programs, services, and internal operations. The Assistant Director may act on behalf of the Director in their absence. Performs related duties as assigned.

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Merge and Create a Division Manager (Job Code 136) Classification In an effort to streamline recruitment efforts and allow departments without a current Division Manager classification to add this position based on operational needs, the Human Resources Department updated the Division Manager classification to be a general classification that can be used across multiple departments.

The following classifications will be merged to the general classification:
· Housing and Community Services Division Manager (Job Code 075) · Accounting Division Manager (Job Code 109)
· Budget & Treasury Division Manager (Job Code 113)
· Human Resources Division Manager (Job Code 139)
· Municipal Services Division Manager (Job Code 110)
· Audit Manager (Job Code 201)
· Purchasing Division Manager (Job Code 147)
· Risk Manager (Job Code 700)
The merged classifications will be deleted from the Unclassified Salary Plan and incumbents in these positions will be moved to the general Division Manager (Job Code 136) classification. The salary range for the Division Manager (Job Code 136) classification aligns with the minimum and maximum salary ranges of the merged classifications and will not result in changes to incumbent salaries.

Division Manager (Job Code 136) - with an annual salary range of $179,176.44 - $244,236.72.

Under general direction, incumbents are responsible for planning, organizing, directing and coordinating operational and administrative service functions of an entire division or major operational function within a City department. Responsibilities include assisting executive management in the development and implementation of department policies and procedures, personnel management, budget administration, and program development and evaluation.

Performs related duties as assigned.

Approve Revised Salary Ranges to Various Unclassified Positions The Unclassified Miscellaneous Management (Unit 9) and Unclassified Electric Utility Management Employees Association (Unit 9E) MOUs have a compaction provision for supervisory-subordinate classifications that must maintain an approximate 5.0% salary differential.

The following classifications are being adjusted to maintain at least an approximate 5.0% salary differential with their subordinate classifications. Individual employee salaries will only be adjusted if they are directly impacted by having a 5% salary differential from direct reports.

The impacted classifications:
· Deputy Director (Job Code 176) - will receive an approximate 5% salary adjustment with a new annual salary of $188,559.48 - $256,464.89,
· Electric Division Manager (Job Code 104) - will receive an approximate 3.4% salary adjustment with a new annual salary of $224,921.16 - $300,943.47. · Electric Division Manager - Operations (Job Code 104P) - will receive an approximate 3.4% salary adjustment with a new annual salary of $224,921.16 - $300,943.47. · Electric Division Manager - Generation (Job Code 104R) - will receive an approximate 3.4% City of Santa Clara Printed on 6/19/2026Page 4 of 7
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26-697 Agenda Date: 6/23/2026
salary adjustment with a new annual salary of $224,921.16 - $300,943.47. · Electric Division Manager - Engineering (Job Code 104Q) - will receive an approximate 3.4% salary adjustment with a new annual salary of $224,921.16 - $300,943.47. · Electric Division Manager - Substations (Job Code 104M) - will receive an approximate 3.4% salary adjustment with a new annual salary of $224,921.16 - $300,943.47. · Electric Division Manager - Transmission/Distribution (Job Code 104S) - will receive an approximate 3.4% salary adjustment with a new annual salary of $224,921.16 - $300,943.47. · Electric Division Manager - Market Analysis and Pricing (Job Code 104F) - will receive an approximate 3.4% salary adjustment with a new annual salary of $224,921.16 - $300,943.47. · Principal Electric Utility Engineer (Job Code 145) - will receive an approximate will receive an approximate 3.4% salary adjustment with a new annual salary of $214,236.60 - $286,612.83.

Adoption of a Resolution Approving and Adopting the Updated Unclassified Salary Plan The Unclassified Salary Plan has been updated to reflect the modifications to classification titles as set forth in this report. The salary plans included with this item includes the new salaries for the positions of City Manager and City Attorney pursuant to their respective Employment Agreement amendments. The Unclassified Salary Plan is also being updated to add the general Assistant Director and Division Manager classifications, delete various unclassified positions, and adjust the salary for various unclassified positions per the relevant MOU compaction provision.

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

FISCAL IMPACT
The City Manager’s current base salary is $430,767.36. The updated base salary of approximately $439,382.71, pursuant to Amendment No. 1 of the Employment Agreement of the City Manager, will result in an annual salary increase of approximately $8,615.35. The corresponding lump sum retroactive payment for the time period of May 10, 2026 (the start of the first pay period after May 1, 2026) up to June 20, 2026 (the end of the last pay period before June 23, 2026), for wages, is approximately $994.08. Estimated total annual compensation is approximately $627, 000. This includes base salary, benefits, social security, and all pension costs (normal and unfunded liability).

Department savings are anticipated to be available to absorb the additional cost impact in FY 2025/26 and FY 2026/27. Adjustments to factor in the higher base salary costs will be included in future budget cycles.

The City Attorney’s current base salary is $370,461.12. The updated base salary of $377,870.34, pursuant to Amendment No. 2 of the Employment Agreement of the City Attorney, will result in an annual increase of approximately $7,409.22. The corresponding lump sum retroactive payment for the time period of March 1, 2026 up to June 20, 2026 (the end of the last pay period before June 23, 2026), for wages, is approximately $2,279.76. Estimated total annual compensation is approximately $567,000. This includes base salary, benefits, social security, and all pension costs (normal and unfunded liability). Department savings are anticipated to be available to absorb the additional cost impact in FY 2025/26 and FY 2026/27. Adjustments to factor in the higher base salary costs will be included in future budget cycles.

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26-697 Agenda Date: 6/23/2026
There are no additional costs associated with the proposed modifications to merge the Assistant Director and Division Manager class specifications and updated salary plans. If departments request to add a position, it will be brought forward in during the budget cycle.

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. Approve modifications to the salary for the City Manager, including (A) a salary adjustment for the City Manager of approximately 2.0% retroactive to and effective May 10, 2026, effective May 10, 2026, resulting in a new annual salary of approximately $439,382.71, with a corresponding retroactive payment of $994.08, and (B) adopt a Resolution updating the Unclassified Salary Plans (effective May 10, 2026) approved June 23, 2026;

2. Approve modifications to the salary for the City Attorney, including (A) a salary adjustment for the City Attorney of approximately 2.0% retroactive to and effective March 1, 2026, resulting in a new annual salary of approximately $377,870.34, with a corresponding retroactive payment of $2,279.76, and (B) adopt a Resolution updating the Unclassified Salary Plans (effective March 1, 2026) approved June 23, 2026;

3. Approve various modifications to the Unclassified Classification Plan, as follows, as detailed in the corresponding Class Specification attachments:
a. Approve the Creation of the Assistant Director (Job Code 133) Class Specification, and b. Approve the Creation of the Division Manager (Job Code 136) Class Specification.

4. Adopt a Resolution to approve the revised salary plans for unclassified positions to satisfy the requirements of California Code of Regulations Section 570.5, effective July 5, 2026.

Reviewed by: Marco Mercado, Acting Director of Human Resources Approved by: Aracely Azevedo, Assistant City Manager

ATTACHMENTS

1. City Manager Employment Agreement

2. January 9, 2024, Report to Council

3. City Manager Employment Agreement, Amendment No. 1

4. City Attorney Employment Agreement

5. City Attorney Employment Agreement, Amendment No. 1

6. City Attorney Employment Agreement, Amendment No. 2

7. Class Specification (clean), Assistant Director (Job Code 133)

8. Class Specification (clean), Division Manager (Job Code 136)

9. Unclassified Salary Plans Eff 03-01-2026 (for Council 06-23-2026) City of Santa Clara Printed on 6/19/2026Page 6 of 7
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10. Unclassified Salary Plans Eff 05-10-2026 (for Council 06-23-2026)

11. Unclassified Salary Plan Eff 07-05-2026 (for Council 06-23-2026)

12. Resolution for Updated Unclassified Salary Plan
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23-213

REPORT TO COUNCIL

SUBJECT
City of Santa Clara
Agenda Report
.,
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca .gov
@SantaClaraCity
Agenda Date: 2/7/2023
Action on a Resolution to Approve an Employment Agreement between the City of Santa Clara and Jovan D. Grogan for City Manager Appointment, Annual Salary of Four Hundred and Five Thousand and Fifty-Six Dollars, and Forty Cents ($405,056.40) and Resolution to Amend Salary Survey for the City Manager Position to Reflect the Same

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
The City Council retained Bob Murray and Associates to conduct a nation-wide search for the position of City Manager. The City Council has completed the recruitment process and selected Jovan Grogan for the position of City Manager. Outside legal counsel has worked with the City Council to negotiate the attached agreement.

Section 9 of the Personnel and Salary Resolution requires City Council approval of compensation plans for both classified and unclassified positions. California Code Regulations Section 570.5 governs and requires the adoption of updated publicly available salary schedules by the governing body. The proposed Council action satisfies these applicable requirements. The updated salary plan reflects the negotiated salary for the City Manager position.

The City of Santa Clara contracts with the California Public Employees' Retirement System (CalPERS) to provide retirement benefits for employees in both classified and unclassified positions.

When the City makes modifications to the salary schedules for its classified or unclassified positions, the City Council must approve and adopt the publicly available salary schedules to comply with California Code of Regulations (CCR) section 570.5. If the City Council does not approve these resolutions, the City will be non-compliant with CalPERS record keeping and reporting requirements.

The City of Santa Clara is a contracting agency with CalPERS and is required to comply with its requirements.

The Unclassified Salary Plan has been modified to reflect the annual salary of $405,056.40 for the position of City Manager, as outlined in the employment agreement between the City of Santa Clara and Mr. Grogan, that the City Council approved on February 7, 2023, with an effective date of May 1, 2023.

DISCUSSION
The City Council has negotiated an employment agreement between the City of Santa Clara and City of Santa Clara Page 1 of 2 Printed on 2/3/2023
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23-213 Agenda Date: 2/7/2023
Jovan Grogan. Mr. Grogan's employment with the City would begin on May 1, 2023, with an annual base salary of $405,056.40.

The Unclassified Salary Plan has been modified to reflect the salary of the incoming incumbent for the position of City Manager, which is set at $405,056.40. Approval of the updated salary plan, as required by Calpers regulation, constitutes the final action on approval of the compensation set forth in the Agreement in accordance with the Brown Act. The effective date of the salary plan update aligns with the effective date of the employment agreement above-referenced.

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

FISCAL IMPACT
The annual base salary for Mr. Grogan will be $405,056.40. Staff will present the total compensation verbally at the meeting.

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 clerk@santaclaraca .gov <<mailto:clerk@santaclaraca .gov>>, or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Action on Appointment of City Manager and Approval of the Employment Agreement between City of Santa Clara and Jovan Grogan effective May 1, 2023, which sets the annual salary at $405,056.40 and terms and conditions of employment ; and

2. Adopt a Resolution to approve the revised unclassified salary plan for the position of City Manager to satisfy the requirements of California Code of Regulations Section 570.5 effective May 1, 2023
Reviewed by: Aracely Azevedo, Director of Human Resources

ATTACHMENTS

1. Employment Agreement between the City of Santa Clara and Jovan Grogan

2. Unclassified Salary Plan (effective 05-01-23) approved 02-07-23

3. Resolution Updated Salary Plan
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EMPLOYMENT AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND
JOVAN D. GROGAN
This EMPLOYMENT AGREEMENT is made by and between the City of Santa Clara, California, a chartered California municipal corporation ("City") and Jovan D. Grogan ("Employee") as of February 7, 2023.

RECITALS
This Agreement is entered into on the basis of the following facts:

A City, acting with the approval of its duly elected City Council, desires to appoint and employ Jovan D. Grogan as its City Manager subject to the terms and conditions set forth in this Agreement, the Government Code of the State of California, the Santa Clara City Code and the Charter of the City of Santa Clara (the "Charter").

B. The Charter provides that the City Manager shall be appointed by and serve at the pleasure of the City Council.

C. Employee desires to be employed by the City as its City Manager, subject to the terms and conditions set forth in this Agreement, the Government Code of the State of California , the Santa Clara City Code and the Charter.

D. City and Employee desire to establish specific terms and conditions relating to compensation, including salary and benefits, performance evaluations and related matters.

AGREEMENT PROVISIONS
BASED UPON THE FOREGOING, CITY AND EMPLOYEE AGREE AS FOLLOWS:

1. 2.
301447.14
Employment. City Council appoints and employs Employee as City Manager with the City of Santa Clara and Employee accepts the appointment and employment. Employee acknowledges and agrees that as City Manager, Employee serves in an at-will capacity, serving at the pleasure of the City Council, with no expectation of continued employment, and with no right to pre-or-post-separation due process or appeal as provided in Santa Clara City Charter Section 800, et seq., Government Code Section 36506 as applicable, and Santa Clara City Code 2.15.010. Such appointment and employment shall be effective on May 1, 2023 ("Effective Date") and shall continue until such time as this Agreement is terminated by either party.

Duties of the City Manager. Employee shall perform the duties established for the City Manager by the Charter, the Santa Clara City Code, governing documents for City­ related entities, and the City Council, and by any applicable law, ordinance, resolution, rule, or regulation including, without limitation, as reflected in the description of duties for

DocuSign Envelope ID: EF2105E1-DE20-4A99-A0' ~-,E9733704495 301447.14
the City Manager position, attached hereto as Exhibit E and hereby incorporated by reference.

2.1. Full Energy and Skill. Employee shall devote their full energy, skill, ability, and productive time to the performance of the "Duties of the City Manager" referenced herein.

2.2. Council-Employee Relations. City and Employee acknowledge that an excellent City Council-Employee relationship is in the best interest of the City and accordingly each agrees to use best efforts to foster City Council-Employee communications .

2.3. Conflict. Employee shall not engage in any employment, activity, consulting service, or other enterprise, for compensation or otherwise, which is actually or potentially in conflict with, inimical to, or which interferes with the performance of the "Duties of the City Manager" described herein. Employee acknowledges that they are subject to and will abide by the various conflict of interest requirements found in the California Government Code and other applicable state and local policies and regulations concerning conflicts of interest.

2.4. Code of Ethics and Values. Employee shall adhere to the City of Santa Clara's Code of Ethics and Values, a copy of which is attached as Exhibit A and incorporated herein.

2.5. Permission Required For Outside Activities . Employee shall not engage in any employment, activity, consulting service, or other enterprise, for compensation or otherwise, without the express, written consent of the Mayor or other Council member designated by City Council. Charitable or religious engagements that do not conflict with the duties of the City Manager are not a violation of Section 2.5.

2.6. Professional Activities.
(a) During Employee's appointment as City Manager, Employee is expressly authorized to participate in professional activities, including but not limited to meetings, conferences, and other events conducted or sponsored by any professional organizations related to their work responsibilities as City Manager, including responsibilities identified in the Section, provided that their ability to perform the "Duties of the City Manager" described herein is not compromised.
(b) Employee shall be paid regular salary and benefits while traveling to, attending, or participating in professional activities, and shall be entitled to expense advances in accordance with City policy applicable to other Council-appointed officers. Subject to annual appropriation and any limitations in the City travel policy attached hereto as Exhibit D (City Manager's Directive 028 Travel Policy, hereinafter "Policy"), Employee is

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3. 301447.14
entitled to reimbursement for the actual costs of the following expense categories that they incur as a result of the Professional Activities authorized in this Section: membership fees, airfare, rental car (if necessary), conference fees and lodging, in accordance with the City's policy.
(c) To the extent the Policy vests authority in an employee's supervisor, the City Manager or designee, such authority shall be vested in the Mayor or other council member designated by City Council. Employee shall inform and receive advance written permission by e-mail from the Mayor or other council member designated by the City Council in advance of absences of more than one day related to such Professional Activities. (d) The City Manager may not change any terms of the Policy that are applicable to them without the express, advance approval of the City Council. The City Manager maintains discretion to approve modifications of this Policy as applicable to other City employees.

2.7. Other Roles. Employee shall also serve as Contract Administrator for the Sports & Open Space Authority, Executive Director for the Housing Authority, Chief Executive Officer of the Stadium Authority, Staff Chair for the Economic Development Team, Executive Director for the Bayshore North Project Enhancement Authority, and Executive Director for the Successor Agency to the Redevelopment Agency.

Compensation. While performing the duties of City Manager, Employee shall be compensated as provided in this Section.

3.1. Salary. Employee shall receive an annual salary of Four Hundred and Five Thousand and Fifty-Six Dollars, and Forty Cents ($405,056.40), less all authorized and appropriate deductions and withholdings, payable in pro-rata increments on regular City paydays, commencing on the first day of employment.

3.2. Adjustments .
(a) Employee shall receive a two percent (2.0%) Cost of Living Adjustment ("COLA") to their Base Salary, effective the first regular pay period in 2024.
(b) Prior to the first regular pay period in 2024, and in conjunction with Employee's annual performance appraisal (see Section 4 below), the City Council will meet with the Employee for the express purpose of determining, in its sole discretion, whether to grant Employee a merit­ based salary adjustment, in an amount deemed appropriate by the City Council and otherwise permitted by law. This merit-based salary adjustment would be in addition to the COLA identified in Section 3.2, subsection (a) above.
(c) Following January 30, 2024, Council will, in its sole discretion, determine whether to provide Employee with any additional base salary or other compensation adjustments. Council will make such determinations in

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3.3. 301447.14
conjunction with Employee's annual performance appraisal (see Section 4 below) or at any other time that Council, in its sole discretion, deems appropriate. Any adjustments made pursuant to this subsection shall be memorialized in writing as an amendment to this Agreement and shall be approved by the City Council in open session.

Benefits and Allowances.
(a) Except as otherwise specified in this Agreement , Employee will be eligible for, and shall receive, the benefits provided in the following identified sections of the Miscellaneous Unclassified Employees Memorandum of Understanding ("MOU") for Unit 9 as of May 1, 2023. To the extent these sections vest authority in a Unit 9 member's supervisor, Department Head, City Manager or designee, such authority shall vest to the Mayor or other Council member designated by City Council.
i. Section 2 - California Public Employees' Retirement
System
ii. Section 4 - Holidays
iii. Section 6 - Vacation Accrual and Usage
iv. Section 7 - Health Insurance
v. Section 8 - Dental Insurance
vi. Section 9 - Vision Insurance
vii. Section 10 - Long Term Disability
viii. Section 11 - Life Insurance
ix. Section 12 - Automobile Allowance
x. Section 13 - Mobile Communication Device Allowance
xi. Section 16 - Sick Leave/Family Sick Leave/Personal
Leave
xii. Section 17 - Bereavement Leave
xiii. Section 19 - Retiree Medical Reimbursement Benefit xiv. Section 24 - Industrial Injury/Continuation of Insurance Benefits While on Workers' Compensation
xv. Section 25 - Management Leave Program
xvi. Section 26 - Flexible Spending Plan
(b) In the event a successor MOU includes a change to any of the sections enumerated above, the City Council shall, in its discretion, determine the extent to which such changes are applicable to Employee.

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(c) Entitlement to any and all benefits provided under this Section 3.3 shall cease immediately upon termination of employment, excluding health benefits provided as Severance pursuant to Section 6.1. (d) A copy of the MOU is attached as Exhibit B and the provisions enumerated in Section 3.3 subsection (a) are incorporated herein. No side letters to the MOU (including but not limited to the Side Letters executed between the City and Unit 9 regarding Amendment to the December 15, 2019 - December 30, 2024 Memorandum of
Understanding ("MOU") dated September 8, 2022 and Use of Compensatory Time Off ("CTO") dated November 4, 2020) shall be applicable to Employee.

3.4. Deferred Compensation. Employee may participate in ICMA-RC for deferred compensation programs. The City shall contribute Eight Thousand, Six Hundred Dollars and Zero Cents ($8,600.00) annually, prorated and contributed on the City's normal paydays, to a 457 or a 401 (a) retirement plan account established for Employee. Employee will make any additional contributions required under the plan, if any, and may make additional voluntary contributions, if permitted.

3.5. Vacation. MOU Section 6 shall govern the terms and conditions related to Employee's use of vacation during their tenure with the City, unless expressly stated otherwise in this Agreement. Section 6, subsection (A) of the MOU [vacation within the first 6 months of employment] and subsection (E) of the MOU [Maximum Vacation Accrual Limit] are not applicable to Employee. (a) Effective the first day of employment, Employee will have a vacation bank of 120 hours.
(b) Employee shall accrue vacation at the rate and be subject to a maximum accrual as specified in Section 6 of the Unit 9 MOU as of May 1, 2023 as though Employee has completed ten (10) years of service with the City.

In the event a successor MOU includes a change to the specified accrual rate or maximum accrual, the City Council shall, in its discretion, determine the extent to which such change applies to Employee. (c) Employee shall seek and obtain advance approval from the Mayor or other Council member designated by City Council to use vacation time.

3.6. Sick Leave. MOU Section 16 [Sick Leave/Family Sick Leave/Personal Leave] shall govern the terms and conditions related to Employee's use of such leaves during their tenure with the City, unless expressly stated otherwise in this Agreement. Effective the first day of employment, Employee will have a sick leave bank of 120 hours.

3.7. Management Leave. MOU Section 25 [Management Leave] shall govern the terms and conditions related to Employee's use of management leave during their tenure with the City, unless expressly stated otherwise in this Agreement.

Employee shall not be entitled to management leave until their one-year anniversary date of employment, at which time they will be credited 120 hours in

DocuSign Envelope ID: EF2105E1-DE20-4A99-A0' ___ ) E9733704495 their management leave bank. This term expressly supersedes subsections (A) and (B) of Section 25 of the MOU.

3.8. Automobile Allowance. MOU Section 12 [Automobile Allowance) shall govern the terms and conditions related to Employee's use of the automobile allowance program, unless expressly stated otherwise in this Agreement. Employee shall be entitled to a monthly automobile allowance of Five Hundred and Twenty Dollars and Zero Cents ($520.00).

3.9. Past Practices. No past practices or benefits previously provided to the City Manager position or past practices or benefits provided to any other City position shall be applicable unless specifically incorporated and approved in this agreement.

4. Performance Appraisal. The City Council shall make best efforts to undertake a performance appraisal of the Employee at least every twelve (12) months following the Employee's original date of hire. The City Council may conduct performance appraisals more frequently in its sole discretion.

5. Additional Expenses of Employment. The City shall pay the costs of any fidelity or other bonds required by law for Employee.

6. Termination, Resignation and Severance Pay. Removal of Employee shall conform to the requirements of Charter section 806. Employee understands and agrees that they have no constitutionally protected property or other interest in continued employment as City Manager. Employee understands that notwithstanding any other applicable laws, resolutions, and policies, they have no right to pre-or-post-disciplinary due process.

Employee further understands and agrees that they work at the will and pleasure of the City Council and that they may be terminated at any time, with or without Cause (as defined below).
301447 .14

6.1. No Cause Termination. In the event that Employee's employment as City Manager is Terminated (as defined below) for no reason or for any reason other than as set forth in Sections 6.2 and 6.6 below and Employee signs, does not revoke, and delivers to the City Council a general and full release of all claims substantially in the form attached as Exhibit C (Severance and Release Agreement), which may be amended as required by law to effectuate a full and complete release, on or after Employee's termination date but no later than the date set by the City Council at the time of termination in accordance with applicable law, City shall provide the following severance benefits ("Severance"):
(a) If Employee is Terminated before November 1, 2023, City shall pay Employee a severance amount equal to six (6) months' base salary and shall pay for continued health benefits (medical, dental, and vision) for Employee and any dependents enrolled during employment for six (6) months or until Employee secures health benefits through another source, whichever comes first.
(b) If Employee is Terminated between November 2, 2023 and January 1, 2024, City shall pay Employee a severance amount equal to eight (8)

DocuSign Envelope ID: EF2105E1-DE20-4A99-A0' ___ 1E9733704495 301447.14
months' base salary and shall pay for continued health benefits (medical, dental, and vision) for Employee and any dependents enrolled during employment for eight (8) months or until Employee secures health benefits through another source, whichever comes first. (c) If Employee is Terminated January 2, 2024, or after, City shall pay Employee a severance amount equal to ten (10) months' base salary and shall pay for continued health benefits (medical, dental, and vision) for Employee and any dependents enrolled during employment for ten (10) months or until Employee secures health benefits through another source, whichever comes first.
(d) The parties understand and agree that any severance-related payments through the City's payroll system and/or on its payroll schedule shall not constitute continued employment for any purpose nor shall they entitle Employee to any benefits beyond those set forth in this Section 6.1. (e) Severance shall include only the cash payments and health benefits described in this Section.
(f) For purposes of this Section, "Terminated" shall mean any of the following :
i. The City Council ends the employment relationship; or ii. Employee resigns after the City Council requests
Employee's resignation.
(g) The City shall, in its discretion, decide whether to issue the severance amount and the continued health benefits as either a lump-sum cash payment and direct payment of Employee's COBRA costs for the continued health benefits period, or to issue severance-related payments through the City's payroll system and/or its payroll schedule and maintain the Employee and eligible dependents on the City's health insurance plan during the continued health benefits period. For purposes of this subsection, "continued health benefits period" refers to the duration for which the Employee and eligible dependents shall receive health insurance benefits pursuant to either subsection (a), (b), or (c) of Section

6.1. If the City decides to issue severance-related payments through the City's payroll system, the City shall convert remaining non-health related payments to a lump-sum cash payment if requested by the Employee and necessary for the Employee to obtain employment elsewhere.

6.2. For Cause Termination. Notwithstanding Section 6.1 above, City shall not be obligated to pay, and shall not pay, any amounts or continue any benefits under the provisions of Section 6.1 if Employee is terminated for Cause. Cause shall be defined as any of the following:
(a) Conviction of or a plea of nolo contendere to a felony or a misdemeanor involving moral turpitude, dishonesty, breach of trust, abuse of position, or unethical conduct;

DocuSign Envelope ID: EF2105E1-DE20-4A99-A0' ' ., )E9733704495 301447.14
(b) Material willful misconduct, material or willful gross neglect, fraud, misappropriation, embezzlement, theft, or dishonesty;
(c) Willful or repeated failure, for reasons other than disability, to devote substantially all of Employee's business time and effort to the City; or (d) Violation of the City's Code of Ethics and Values (Exhibit A).

6.3. Abuse of Office or Position. If Employee is convicted of a crime involving an abuse of their office or position, or moral turpitude, all of the following shall apply:
(a) If Employee is provided with paid administrative leave pending an investigation, Employee shall be required to fully reimburse City such amounts paid;
(b) If City pays for the criminal legal defense of Employee (which would be in its sole discretion, as it is generally not obligated to pay for criminal defense), Employee shall be required to fully reimburse City such amounts paid; and
(c) Any severance benefits not yet paid to Employee shall be forfeited.

For purposes of this Section, abuse of office or position means either an abuse of public authority, including waste, fraud , misappropriation of funds, or other illegal fiscal practices, violation of the law under color of authority, or a crime against public justice .

6.4. Resignation. Employee shall provide at least sixty (60) days' written notice to City in the event Employee voluntarily resigns or retires. This notice requirement may be waived by the City in its sole discretion. Except as provided in Section

6.1 subsection (f), in the event Employee voluntarily retires or resigns their position, Employee shall be entitled only to earned but unpaid base salary, accrued but unpaid expenses required to be reimbursed, and any vacation accrued through the date of separation from employment.

6.5. Death of Employee. If, during the Term or any extended Term, Employee dies, Employee's estate shall receive outstanding wages and accrued vacation, but shall not be entitled to any additional compensation or payment, including Severance .

6.6. Medical Separation. Subject to the provisions of the Americans with Disabilities Act and the California Fair Employment and Housing Act, in the event Employee is unable to perform the duties of City Manager, because of sickness, accident, injury, or mental or physical incapacity for a period exceeding any provided sick leave pursuant to this Agreement or other legally mandated leave, City may terminate Employee's employment and this Agreement without penalty or Severance.

6.7. Elections. City Council shall take no action to terminate Employee without Cause within ninety (90) days before and after the seating of a new member following any election in which one or more new members are elected to the City Council.

This Section does not apply if Employee is terminated for a reason set forth in

DocuSign Envelope ID: EF2105E1 -DE20 -4A99-AO,..-----·f E9733704495 Sections 6.2 and 6.6. There is no express or implied promise made to Employee for any form of continued employment. Employee shall have no right to a termination hearing other than as provided in the Charter.

6.8. State Law. This Agreement is subject to California Government Code section 53260 et seq. Government Code section 53260 subdivision (a) provides:

All contracts of employment between an employee and a
local agency employer shall include a provision that
provides that regardless of the term of the contract, if the contract is terminated, the maximum cash settlement that an employee may receive shall be an amount equal to the monthly salary of the employee multiplied by the number of months left on the unexpired term of the contract, with the following exceptions:
(1) If the unexpired term of the contract is greater than 18 months, the maximum cash settlement shall be an amount
equal to the monthly salary of the employee multiplied by

18. (2) In the case of a district superintendent of schools, for contracts of employment executed on or after January 1, 2016, the maximum cash settlement shall be an amount
equal to the monthly salary of the employee multiplied by

12. This Agreement has no set term. This Section 6.8 in no way modifies the term of this Agreement.

7. Miscellaneous.
301447.14

7.1. Indemnity. In accordance with and to the extent provided by the California Tort Claims Act (Government Code sections 825, et seq.) and Government Code sections 995-996.5, the City shall defend and indemnify Employee against and for all losses sustained by the Employee in direct consequence of the discharge of the Employee's duties on the City's behalf for the period of the Employee's employment. This Section shall be equally applicable to each City related entity as though set forth in an indemnity agreement between the Employee and that legal entity. The City hereby guarantees the performance of this indemnity obligation by the City related entity and shall indemnify and hold the Employee harmless against any failure or refusal by the City related entity to perform its obligations under this Section. Further, if the City provides funds for legal criminal defense pursuant to this Section and the terms of the Government Code, Employee shall reimburse the City for such legal criminal defense funds if Employee is convicted of a crime involving an abuse of office or position, as provided by Government Code Sections 53243-53243.4. This Section shall survive termination of the Agreement.

DocuSign Envelope ID: EF2105E1-DE20-4A99-A0'jE9733704495 301447.14

7.2. Notices. Notices given under this Agreement shall be in writing and shall be either:
(a) served personally; or
(b) delivered by first class United States mail, certified, with postage prepaid and a return receipt requested; or
(c) sent by Federal Express, or some equivalent private mail delivery service.

Notices shall be deemed received at the earlier of actual receipt or three (3) days following deposit in the United States mail, postage prepaid. Notices shall be directed to the addresses shown below, provided that a party may change such party's address for notice by giving written notice to the other party in accordance with this Section.

For City:

For Employee:

Attention: Mayor
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Jovan D. Grogan
Address on file with the City

7.3. Entire Agreement/Amendment. This Agreement constitutes the entire understanding and agreement between the parties as to those matters contained in it, and supersedes any and all prior or contemporaneous agreements, representations, and understandings of the parties. This Agreement may be amended at any time by mutual agreement of the parties, but any such amendment must be in writing, dated and signed by the parties, approved by the City Council, and attached hereto.

7.4. App licable Law and Venue. This Agreement shall be interpreted according to the laws of the State of California. Venue of any action regarding this Agreement shall be in the Santa Clara County Superior Court.

7.5. Severability. In the event any portion of this Agreement is declared void , such portion shall be severed from this Agreement and the remaining provisions shall remain in effect, unless the result of such severance would be to substantially alter this Agreement or the obligations of the parties, in which case this Agreement shall be immediately terminated.

7.6. Waiver. Any failure of a party to insist upon strict compliance with any term, undertaking or condition of this Agreement shall not be deemed to be a waiver of such term, undertaking or condition. To be effective, a waiver must be in writing, signed and dated by the parties.

7.7. Rep resentati on b y Counsel. Employee and City acknowledge that they each did, or had the opportunity to, consult with legal counsel of their

DocuSign Envelope ID: EF2105E1-DE20-4A99-A0JE9733704495 respective choices with respect to the matters that are the subject of this Agreement prior to executing it.

7.8. Section Headings . The headings on each of the sections and subsections of this Agreement are for the convenience of the parties only and do not limit or expand the contents or any such section or subsection.

The Parties acknowledge and accept the terms and conditions of this Employment 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 first set forth above.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
LISA M. GILLMOR
Mayor
JOVAN D. GROGAN
Employee
Attachments :

APPROVED AS TO FORM:

G-.. ~~o
Renne Public Law Group

NORA PIMENTEL
City Clerk
Exhibit A - City of Santa Clara's Code of Ethics and Values Exhibit B - Miscellaneous Unclassified Employees Unit 9 Memorandum of Understanding Exhibit C - Severance and Release Agreement
Exhibit D - City Manager's Directive 028 Travel Policy
Exhibit E - Description of Duties

301447.14
DocuSign Envelope ID: EF2105E1-DE20-4A99-AO'yE9733704495

EXHIBIT A
City of Santa Clara's Code of Ethics and Values
301447.15
DocuSign Envelop e ID: EF2105E1-DE20-4A99-AC' ,...- ,.')E9733704495 Attachment A
Santa Clara _,,.,,.
roTP
2001

PREAMBLE
City of Santa Clara, CA
Code of Ethics and Values
CMD NUMBER 67
The proper operation of democratic government requires that decision-makers be independent, impartial, and accountable to the people they serve. The City of Santa Clara has adopted this Code of Ethics and Values to promote and maintain the highest standards of personal and professional conduct in the City's government. All elected and appointed officials, City employees, volunteers, and others who participate in the city's government are required to subscribe to this Code, understand how it applies to their specific responsibilities, and practice its eight core values in their work. Because we seek public confidence in the City's services and public trust of its decision-makers, our decisions and our work must meet the most demanding ethical standards and demonstrate the highest levels of achievement in following this code.

1. As a Representative of the City of Santa Clara, I will be ethical.

In practice, this value looks like:
a.) I am trustworthy, acting with the utmost integrity and moral courage. b.) I am truthful, do what I say I will do, and am dependable. c.) I make impartial decisions, free of bribes, unlawful gifts, narrow political interests, and financial and other personal interests that impair my independence of judgment or action. d.) I am fair, distributing benefits and burdens according to consistent and equitable criteria. e.) I extend equal opportunities and due process to all parties in matters under consideration. If I engage in unilateral meetings and discussions, I do so without making voting decisions. f.) I show respect for persons, confidences, and information designated as "confidential." g.) I use my title(s) only when conducting official City business, for information purposes, or as an indication of background and expertise, carefully considering whether I am exceeding or appearing to exceed my authority.

2. As a Representative of the City of Santa Clara, I will be professional.

In practice, this value looks like:
a.) I apply my knowledge and expertise to my assigned activities and to the interpersonal relationships that are part of my job in a consistent, confident, competent, and productive manner.
b.) I approach my job and work-related relationships with a positive attitude. c.) I keep my professional knowledge and skills current and growing.

3. As a Representative of the City of Santa Clara, I will be service-oriented.

In practice, this value looks like:
a.) I provide friendly, receptive, courteous service to everyone. b.) I am attuned to, and care about, the needs and issues of citizens, public officials, and city workers .

DocuSign Envelope ID: EF2105E1-DE20-4A99-AC'r"J E9733704495 Attachment A CMD NUMBER 67
c.) In my interactions with constituents, I am interested, engaged, and responsive.

4. As a Representative of the City of Santa Clara, I will be fiscally responsible In practice, this value looks like:
a.) I make decisions after prudent consideration of their financial impact, taking into account the long-term financial needs of the City, especially its financial stability. b.) I demonstrate concern for the proper use of City assets (e.g., personnel, time, property, equipment , funds) and follow established procedures.
c.) I make good financial decisions that seek to preserve programs and services for City residents .

5. As a Representative of the City of Santa Clara, I will be organized.

In practice, this value looks like:
a.) I act in an efficient manner, making decisions and recommendations based upon research and facts, taking into consideration short and long term goals. b.) I follow through in a responsible way, keeping others informed, and responding in a timely fashion .
c.) I am respectful of established City processes and guidelines.

6. As a Representative of the City of Santa Clara, I will be communicative.

In practice, this value looks like:
a.) I convey the City's care for and commitment to its citizens. b.) I communicate in various ways that I am approachable, open-minded and willing to participate in dialog. •
c.) I engage in effective two-way communication, by listening carefully, asking questions, and determining an appropriate response which adds value to conversations.

7. As a Representative of the City of Santa Clara, I will be collaborative.

In practice, this value looks like:
a.) I act in a cooperative manner with groups and other individuals, working together in a spirit of tolerance and understanding.
b.) I work towards consensus building and gain value from diverse opinions . c.) I accomplish the goals and responsibilities of my individual position, while respecting my role as a member of a team .
d.) I consider the broader regional and State-wide implications of the City's decisions and issues.

8. As a Representative of the City of Santa Clara, I will be progressive.

In practice, this value looks like:
a.) I exhibit a proactive, innovative approach to setting goals and conducting the City's business. b.) I display a style that maintains consistent standards, but is also sensitive to the need for compromise, "thinking outside the box," and improving existing paradigms when necessary. c.) I promote intelligent and thoughtful innovation in order to forward the City's policy agenda and City services.

DocuSign Envelope ID: EF2105E1-DE20-4A99-A0 , E9733704495 ,, Attachment A CMD NUMBER 67
Approved by City Council on April 4, 2000; modified by Council on August 2 I, 2001 DocuSign Envelope ID: EF2105E1-DE20-4A99-A~E9733704495

EXHIBIT B
Miscellaneous Unclassified Employees Unit 9
Memorandum of Understanding
301447.15
DocuSign Envelope ID: EF2105E1-DE20-4A99-AC'' ·•E9733704495

MEMORANDUM OF

UNDERSTANDING
between

CITY OF SANTA CLARA
and

MISCELLANEOUS UNCLASSIFIED

MANAGEMENT EMPLOYEES
UNIT 9
DECEMBER 15, 2019 - DECEMBER 31, 2024
DocuSign Envelope ID: EF2105E1-DE20-4A99-AQ •• -,~E9733704495

MEMORANDUM OF UNDERSTANDING
between

CITY OF SANTA CLARA
and
MISCELLANEOUS UNCLASSIFIED MANAGEMENT EMPLOYEES, UNIT #9 DECEMBER 15, 2019 - DECEMBER 31, 2024
Table of Contents

1. WAGE ADJUSTMENTS ................................................................. ......... ................ 4

2. CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM .............................. .§

3. APPLICATION OF MOU TO REIMBURSED SERVICES ........................................ §

4. HOLIDAYS ...................................... ........................................ .............................. .. §

5. JOB SECURITY ........................... .......................................... ............................... .. §_

6. VACATION ACCRUAL AND USAGE ...................................... ................................. §_

7. HEALTH INSURANCE ................. .................................... ..................................... .. Z

8. DENTAL INSURANCE .................. .......................................... .............................. 11

9. VISION INSURANCE ......................... ................................................................... 11

10. LONG TERM DISABILITY ..................................................................................... 12 11 . LIFE INSURANCE ................................................................................................. 12

12. AUTOMOBILE ALLOWANCE ................................................................................ 12

13. MOBILE COMMUNICATION DEVICE ALLOWANCE ............................................ _Ll

14. MERIT PAY/SALARY ADJUSTMENT SYSTEM .................. .................................. 13

15. EMERGENCY PAID LEAVE PROGRAM ............................. .................................. 1.§

16. SICK LEAVE/FAMILY SICK LEAVE/PERSONAL LEAVE ...................................... 16

17. BEREAVEMENT LEAVE ............... ................................................. ....................... 17

18. VOLUNTARY EMPLOYEE BENEFICIARY ASSOCIATION (VEBA) ...................... 18

19. RETIREE MEDICAL REIMBURSEMENT BENEFIT ................ .............................. 18

20. EMPLOYEE ASSISTANCE PROGRAM ................................................................ 1§ 21 . CHANGES TO JOB DESCRIPTIONS ................................................................... ~

22. LIMITED/ALTERNATIVE DUTY ............................................................................ 19

23. REDUCED WORK WEEK VOLUNTARY TIME OFF (VTO) PROGRAM ............... 20

24. INDUSTRIAL INJURY/CONTINUATION OF INSURANCE BENEFITS WHILE ON WORKERS' COMPENSATION .............................................. ............................... .f1_

25. MANAGEMENT LEAVE PROGRAM ............................................ ......................... .f.1.

26. FLEXIBLE SPENDING PLAN (INTERNAL REVENUE CODE SECTION 125) ...... 22

27. DOMESTIC PARTNERS ................ ........................................ ............................... 22

28. PAY PERIODS ...................... ................................................................................ 23

30. DECLARATION .............................................................................................. ....... 23

31. NEXT MEMORANDUM OF UNDERSTANDING .................................................... 23 APPENDIX A: MOBILE COMMUNICATION DEVICE PROGRAM ................................ 25

SIDE LETTER AGREEMENT - USE OF COMPENSATORY TIME OFF (CTO) DocuSign Envelope ID: EF2105E1-DE20-4A99 -AC'"/E9733704495 ~ MEMORANDUM OF UNDERSTANDING- UNIT#9 (2019-2024)
Alphabetical Table of Contents
APPENDIX A: MOBILE COMMUNICATION DEVICE PROGRAM ................................ 25 APPLICATION OF MOU TO REIMBURSED SERVICES ................. ............................... 5 AUTOMOBILE ALLOWANCE ......................................................... .............................. 12 BEREAVEMENT LEAVE .............................................................................................. 17 CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM ....................................... 5 CHANGES TO JOB DESCRIPTIONS ............................................. .............................. 19 DENTAL INSURANCE ............................. ........................................ ............................. 11 DECLARATION .................................... ........................................ ................................ 23 DOMESTIC PARTNERS ........................... .......................................... .......................... 22 EMERGENCY PAID LEAVE PROGRAM ................................ ...................................... 15 EMPLOYEE ASSISTANCE PROGRAM ......................................... ...................... ......... 18 FLEXIBLE SPENDING PLAN (INTERNAL REVENUE CODE SECTION 125) .............. 22 HEAL TH INSURANCE .......................................................... ... ....................................... 7 HOLIDAYS ...................................................................................................................... 5

INDUSTRIAL INJURY/CONTINUATION OF INSURANCE BENEFITS WHILE ON WORKERS' COMPENSATION ..................................................................................... 21 JOB SECURITY ..................................... ..................... ....................... ............................. 6 LIFE INSURANCE ........................ ........................................... ..................................... 12 LIMITED/ALTERNATIVE DUTY ................................................ .................................... 19 LONG TERM DISABILITY ....................... ......................................... ............................. 12 MANAGEMENT LEAVE PROGRAM .......................................... .................................... 21 MERIT PAY/SALARY ADJUSTMENT SYSTEM ............................. .............................. 13 MOBILE COMMUNICATION DEVICE ALLOWANCE ................................................... 13 NEXT MEMORANDUM OF UNDERSTANDING ........................................................... 23 PAY PERIODS .............................................................................................................. 23 REDUCED WORK WEEK/VOLUNTARY TIME OFF (VTO) PROGRAM ....................... 20 RETIREE MEDICAL REIMBURSEMENT BENEFIT ........................ .............................. 18 SICK LEAVE/FAMILY SICK LEAVE/PERSONAL LEAVE ............... .............................. 16 VACATION ACCRUAL AND USAGE ...................................... ........................................ 6 VISION INSURANCE ............................ ..................................... ................................... 11 VOLUNTARY EMPLOYEE BENEFICIARY ASSOCIATION (VEBA) ............................. 18 WAGE ADJUSTMENTS .......................... ......................................... ................................ 4 DocuSign Envelope ID: EF2105E1-DE20-4A99-AC'~ 1E9733704495

MEMORANDUM OF UNDERSTANDING
between

CITY OF SANTA CLARA
and
MISCELLANEOUS UNCLASSIFIED MANAGEMENT EMPLOYEES, UNIT #9 DECEMBER 15, 2019 - DECEMBER 31, 2024
In accordance with the provisions of Section 18 of the City of Santa Clara Resolution #2979, entitled "Employer-Employee Relations", this Memorandum of Understanding constitutes the results of discussions between designated representatives of the City Management Staff (City) and the Miscellaneous Unclassified Management Employees of the City of Santa Clara (Unit 9) on all matters within the scope of representation. The term of this Agreement shall be from December 15, 2019 through December 31, 2024.

1. WAGE ADJUSTMENTS
A. Effective December 15, 2019, all salary ranges for employees holding positions in classifications assigned to Unit 9 shall remain status quo.

B. Effective the first pay period of calendar year 2021, all salary ranges for employees holding positions in classifications assigned to Unit 9 shall remain status quo.

C. Effective the first pay period of calendar year 2022, all salary ranges for employees holding positions in classifications assigned to Unit 9 shall be increased by approximately 4.5%.

D. Effective the first pay period of calendar year 2023, all salary ranges for employees holding positions in classifications assigned to Unit 9 shall be increased by approximately 3.25%.

E. Effective the first pay period of calendar year 2024, all salary ranges for employees holding positions in classifications assigned to Unit 9 shall be increased by approximately 3.25%.

F. During the term of this Agreement, the parties agree that the MOU will reopen on the issue of wages if either of the following occurs:
1) The total annual calendar year General Fund Transient Occupancy Tax (or "TOT") revenues remitted to the City and allocated to any of the calendar years covered by this Agreement Equal or surpass the City's actual total TOT revenues from March 1, 2018 to February 28, 2019. After calendar year 2022, the TOT revenues remitted to the City shall be adjusted to normalize for any potential change in the TOT rate if passed by voters on the ballot for purposes of this section; OR
2) Forecasted General Fund deficits remain above $20 million ongoing, as reflected in updated or revised Ten-Year General Fund Forecasts released after July 1, 2021.

DocuSign Envelope ID: EF2105E1-DE20-4A99-AC''7 E9733704495 The City agrees to provide an update on the City's TOT revenues to the Association upon the Association's request. In the event either of the foregoing occur, either party may request to meet to discuss the subject of wages. Any changes will be by mutual agreement. The parties understand and agree that this will not be a meet and confer within the meaning of section 3505 of the MMBA and that neither party will have access to any impasse resolution procedure except as mutually agreed.

G. The parties agree to meet and confer over wages in the event the City reaches agreement on a new general wage increase to be effective during Calendar Year 2021 or 2022 with any other miscellaneous bargaining unit as part of an agreement on a successor Memorandum of Understanding (MOU). For purposes of this section, "general wage increase" means a wage increase applicable to all members of the bargaining unit (not a subset), but only if that agreement does not also include an agreement for an alternative cost saving measure (including but not limited to unpaid furlough days). Additionally, the parties agree that this section shall not apply to any general wage increases applicable to sworn public safety bargaining units or to miscellaneous bargaining units that are exclusively funded through sources other than the General Fund.

2. CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM
The City has contracted with Cal PERS to provide employees with the 2. 7% at age 55 formula with "highest single year" effective December 17, 2006 for "Classic" or "Legacy" employees as defined by CalPERS and the Public Employees' Pension Reform Act of 2013 (PEPRA) and the 2.0% at 62 with "highest three year average" for "New Members" as defined by CalPERS and PEPRA. Classic/Legacy employees shall continue to pay the employee contribution rate and New Members shall contribute 50% of the "normal cost" of their pension formula as required and defined by CalPERS and PEPRA. The employee's CalPERS retirement contribution will continue to be treated as tax deferred.

3. APPLICATION OF MOU TO REIMBURSED SERVICES

4. The terms of this Memorandum of Understanding shall not apply to Unclassified Management Employees when such employees are providing their services to another agency that is reimbursing the City of Santa Clara for salary and fringe benefits of such employees. Such arrangements shall be mutually agreed upon between the employee and the City.

HOLIDAYS
A. Employees shall be provided 13 annual paid holidays ( computed on the eight hour per day pay rate). Any additional permanent holidays designated by the City Council will be afforded represented employees of Unit 9. Additional permanent holidays under this section shall be defined as a holiday on which City offices are closed.

B. Additionally , effective December 2020, the City shall provide 32 hours for four additional paid holidays between December 25th and January 1st of the following calendar year. If there are more than four working days between December 25th and January 1st of the following calendar year,

DocuSign Envelope ID: EF2105E1-DE20-4A99-AC'J E9733704495 ~
the City shall designate which four working days shall be paid holidays under this paragraph. Employees whose jobs require them to work on these days would receive banked paid hours off instead (up to 8 hours per holiday), which hours may and must be used during the applicable MOU year with the approval of the applicable supervisor/manager.

5. JOB SECURITY
Represented members will be compensated at the rate of forty (40) hours salary per year of service to a maximum of six hundred and forty (640) hours should they be terminated from employment for reasons other than cause as defined under Section 6.4 of the Civil Service Rules and Regulations.

6. VACATION ACCRUAL AND USAGE
Represented employees will be entitled to use vacation as it is earned under the following conditions:

A. Vacation may not be taken during the first 6 months of regular employment.

B. Vacation will be earned on a bi-weekly basis (1/26 of the yearly accrual) provided that the employee is in a paid status for at least 2/3 of the hours (53.4 hours) of that pay period.

C. Accrued vacation time will be paid off regardless of term of employment.

D. Annual and maximum vacation accrual rates, calculated to four decimal points for accuracy, are as follows:

COMPLETED ANNUAL MAXIMUM VACATION

YEARS OF SERVICE ACCRUAL ACCRUAL LIMIT
1 through 4 80 hours 480 hours
5 through 9 120 hours 480 hours
1 0 through 15 168 hours 480 hours
16 through 20 176 hours 480 hours
21 years+ 192 hours 480 hours
E. Maximum Vacation Accrual Limit - Employees are limited to the maximum accrual of vacation as defined. The current vacation balance, the annual accrual and the current pay period usage are all shown on the employees' pay check stub and are the responsibility of the employee to track for compliance with this provision.
1) Effective December 27, 2020 (the first pay period of calendar year 2021), the Maximum Vacation Accrual Limit as described in Section

6.0 above shall be temporarily suspended for two (2) years until the end of the last pay period of calendar year 2022. Employees may continue to accrue vacation above the Maximum Vacation Accrual

DocuSign Envelope ID: EF21O5E1-DE20-4A99-A0 ,-, ,E9733704495 Limit until December 24, 2022 (the end of the last pay period of calendar year 2022).
2) Effective December 25, 2022 (the first pay period of calendar year 2023), employees shall not be allowed to accrue vacation above the Maximum Vacation Accrual Limit.
3) Temporary Supplemental Vacation Accrual- Effective December 25, 2022 (the first pay period of calendar year 2023), employees holding positions in classifications assigned to Unit 9 shall be eligible for the Temporary Supplemental Vacation Accrual. The Temporary
Supplemental Vacation Accrual is a separate vacation balance subject to the following:
(a) Effective December 25, 2022, all unused accrued vacation hours above 400 hours as of December 24, 2022 (the last pay period of calendar year 2022) shall be placed in the
Temporary Supplemental Vacation Accrual balance.
(i) The following is only an example of the Temporary
Supplemental Vacation Accrual described above, and
any figures are for illustration purposes only and
assumes the employee does not use vacation.

Issue Hours
Vacation Balance as of December 24, 2022 500
the last a eriod of calendar ear 2022
Hours to be placed in 100
Tern ora Su lemental Vacation Accrual
Vacation Balance as of December 25, 2022 400
the first a eriod of calendar ear 2023
Hours that can be accrued in 80
calendar ear 2023
Hours that can be accrued above the 0
Maximum Vacation Accrual Limit of 480 hours
(b) The Temporary Supplemental Vacation Accrual balance may not be increased.
(c) Subject to supervisory approval, any Temporary Supplemental Vacation Accrual shall be available for use to the employee until the Temporary Supplemental Vacation Accrual balance has been exhausted.
(d) If an employee leaves or retires from City service, any unused Temporary Supplemental Vacation Accrual hours shall not be subject to the terms of Section 6.1 below. Any accrued but unused Temporary Supplemental Vacation Accrual hours will be cashed out upon the employee's retirement or other separation from City service. If permitted by the City's deferred compensation plan and applicable law, the separating employee may elect to contribute all or a portion of their accrued but unused Temporary Supplemental Vacation Accrual hours to their deferred compensation account by

DocuSign Envelope ID: EF2105E1-DE20-4A99-AC'y E9733704495

7. submitting a written request no later than 30 days prior to their separation from City service.
(e) An employee must first use their Temporary Supplemental Vacation Accrual for any vacation leave taken until the Temporary Supplemental Vacation Accrual balance has been exhausted, subject to supervisory approval.
(f) An employee must use their Temporary Supplemental Vacation Accrual for any leave of absence until the Temporary
Supplemental Vacation Accrual balance has been exhausted subject to any requirement that sick leave be utilized first. (g) An employee may not be on unpaid status until the Temporary Supplemental Vacation Accrual balance has been exhausted and must use their Temporary Supplemental Vacation Accrual until the Temporary Supplemental Vacation Accrual balance has been exhausted, with the exception of any formal disciplinary action pursuant to the City's Civil Service Rules.

F. Vacation may be used in one-tenth (1110th) hour increments.

G. Employees who begin work prior to July 1st or continue to be employed after the first calendar year of employment are required to use at least one-half of the vacation accrued during the prior calendar year during the current calendar year.

H. Subject to having a sufficient balance of accrued vacation available, an employee may, on a twice per year basis, request to be paid at his/her current hourly pay rate for a total combined maximum of 80 hours of accrued vacation.

I. In lieu of receiving a vacation-leave cash payout at retirement, the Miscellaneous Unclassified Management Employees may vote to roll accrued vacation leave hours (except for any hours in the Temporary Supplemental Vacation Accrual balance) into the employee's VEBA account, subject to Association compliance with Federal rules associated with employee contributions of vacation leave to their VEBA accounts.

HEALTH INSURANCE
A For employees who enroll in a City offered health plan and whose benefits exceed the total of the City's Health Flex Contribution, Additional Health Flex Contribution, and/or Regular Flex Contribution applicable to the employee and as described below, the balance of the benefits shall be paid by a salary deduction from the pay of the individual employee.

B. Health Flex Contribution
1) The City offers full-time employees a Health Flex Contribution to put toward the payment of a City offered health plan. The City shall modify the Health Flex Contribution each calendar year using the Rate of Pay Safe Harbor (based on the lowest base pay of any full­ time position covered by this MOU) to ensure the City's offered

DocuSign Envelope ID: EF2105E1-DE20-4A99-ACJ" JE9733704495 coverage is "affordable." The City contributes the statutorily required minimum contribution under the Public Employees Medical and Hospital Care Act (PEMHCA) as determined by CalPERS in each calendar year. It is understood and agreed that the Health Flex Contribution described in this paragraph shall be equal to or exceed the City's statutorily required minimum PEMHCA contribution. 1 2) Employees may not receive all or any portion of the Health Flex Contribution as cash or any other taxable benefit, and must apply the Health Flex Contribution to City-offered health benefits. Employees who do not enroll in City-offered health benefits will not receive any of the Health Flex Contributions.

C. Additional Health Flex Contribution
1) Full-time employees who enroll in a City health plan for which the premium amount is more than $946.86/month shall receive an Additional Health Flex Contribution in the amounts described in this section.
2) Employees may not receive all or any portion of the Additional Health Flex Contribution as cash or any other taxable benefit, and must apply the Additional Health Flex Contribution to City-offered health benefits.

Employees who do not enroll in City-offered health benefits will not receive any of the Additional Health Flex Contributions. 3) Effective January 1, 2020, full-time employees who enroll in a City health plan for which the premium amount is more than
$946.86/month shall receive an Additional Health Flex
Contribution. The Additional Health Flex Contribution, when added to the Health Flex Contribution described in the prior section and the Regular Flex Contribution described herein, shall not exceed $200 per month over the Kaiser employee only premium amount for the applicable year. 2
4) Effective January 1, 2023, full-time employees:
(a) Who enroll in a City health plan for Employee Only coverage for which the premium amount is more than $946.86/month shall receive an Additional Health Flex Contribution to be put towards the premium amount. The City will provide an Additional Health Flex Contribution amount that , when added to the Health Flex Contribution described above and the Regular Flex Contribution described herein, shall not exceed $200 per month over the Kaiser employee only premium amount for the applicable year. (b) Who enroll in a City health plan for Employee Plus One coverage or Employee Plus Family coverage for which the premium amount As an example, for 2020, the PEMHCA minimum is approximately $139/month and the Health Flex Contribution is $139.00/month, which includes the PEMHCA minimum of $139/month.
2 As an example, for 2020, the Additional Health Flex Contribution is approximately $23.70/month to these individuals since $200 over the Kaiser employee only premium amount in 2020 is approximately $970.56/month.

DocuSign Envelope ID: EF2105E1-DE20-4A99-AC' ,,.---,JE9733704495 is more than $946.86/month shall receive an Additional Health Flex Contribution to be put towards the premium amount. The Additional Health Flex Contribution, when added to the Health Flex Contribution described above and the Regular Flex
Contribution described herein, shall not exceed an amount equal to 100% of the Kaiser Employee Plus One rate for the applicable year.

D. Regular Flex Contribution
1) The City will provide full-time employees a Regular Flex Contribution equal to $946.86 less the Health Flex Contribution. 3 Employees may use the Regular Flex Contribution to pay for health benefits offered under the City's Section 125 plan or may opt to receive any or all of the Regular Flex Contribution as taxable cash. An employee will receive a Regular Flex Contribution whether or not he/she enrolls in City-offered health benefits and notwithstanding the provisions of Section 7.E. below.
2) Employees hired or rehired on or after January 1, 2023, who choose not to enroll in a City health plan are not eligible for a Regular Flex Contribution.

E. Cash In Lieu
1) Full-time employees hired before January 1, 2023, who choose not to enroll in a City health plan for a plan year, and meet the requirements set forth below shall receive a Cash in Lieu amount per month for that plan year equal to $946.86 minus the Regular Flex Contribution as calculated each calendar year. 4 A full-time employee hired before January 1, 2023, who enrolls in coverage for a plan year, shall be treated in accordance with Sections 7.A-D and will not receive Cash in Lieu for that plan year.
2) Full-time employees hired or rehired on or after January 1, 2023, who choose not to enroll in a City health plan for a plan year, and meet the requirements set forth below, shall receive a Cash in Lieu amount for that plan year equal to $250/month. A full-time employee hired on or after January 1, 2023, who enrolls in coverage for a plan year, shall be treated in accordance with Sections 7.A-D and will not receive Cash in Lieu for that plan year.
3) In order to receive Cash in Lieu of health coverage, an employee must sign a form attesting that the employee and the employee's Tax Family have the Alternative Required Coverage for the Opt Out Period.
(a) Tax Family means all individuals for whom the employee intends to claim a personal exemption deduction for the taxable year or 3 As an example, for 2020, the Regular Flex Contribution for employees who are regularly scheduled to work 40 hours per week is approximately $807.86/month. 4 As an example, for 2020, the Cash in Lieu amount is approximately $139.00/month for employees who are regularly scheduled to work 40 hours per week.

DocuSign Envelope ID: EF2105E1-DE20-4A99-AO·r-)E9733704495 years that begin or end in or with the City's plan year to which the opt out applies.
(b) Alternative Required Coverage required means minimum essential coverage through another source (other than coverage in the individual market, whether or not obtained through Covered California).
(c) Opt Out Period means the plan year to which the opt out arrangement applies.
(d) An employee must provide the attestation every plan year at open enrollment or within 30 days after the start of the plan year for each plan year the employee would like to receive Cash in Lieu. (e) The Cash in Lieu payment cannot be made and the City will not in fact make payment if the City knows or has reason to know that the employee or a Tax Family member does not have such
alternative coverage, or if the conditions in this paragraph are not otherwise satisfied.
(f) An employee who opts out of City-offered health benefits, but cannot provide the attestation, will not receive the Cash in Lieu contribution described in this subsection.

F. Flexible Spending Account (IRS Section 125 Plan)
The City has established a Flexible Spending Account benefit (IRS Section 125 Plan) for employees, which provides accounts in which employees may contribute pre-tax dollars for dependent care and un-reimbursed medical expenses . This Plan will follow the regulations outlined by the Internal Revenue Service. Detailed information will be available in the Summary Plan Document.

This Plan is voluntary and participating employees will make pre-tax salary reduction elections to fund the plan.

G. Proration of Benefits:

For employees who may be eligible for benefits but work less than 40 hours per week, benefits shall be prorated based on the employee's full-time equivalent (FTE) level.

8. DENTAL INSURANCE
The City will pay toward dental insurance premiums an amount equal to the lowest cost employee only premium amount among the dental plans offered by the City. All employees are required to enroll in a dental plan.

9. VISION INSURANCE
For persons enrolled in the City's VSP vision plan, the City will pay toward vision insurance premiums an amount equal to the lowest cost employee only vision premium. Participation is voluntary. Employees that do not choose to enroll in a vision plan are not entitled to the benefit of City contributions to vision premiums

DocuSign Envelope ID: EF2105E1-DE20-4A99-AO',- jE9733704495 I
described in this paragraph.

10. LONG TERM DISABILITY
The City will continue to pay the cost of a long term disability insurance program. The LTD plan will have a maximum 60 day waiting period and the maximum monthly benefit will include those offsets required by law such as, but not limited to, SDI, retirement , reduced work schedule, worker's compensation, social security, and Railroad retirement.

11. LIFE INSURANC E
The City will pay the required premium for life insurance for represented employees in the amount of $50,000.

12. AUTOMOBILE ALLOWANCE
As an alternative to IRS mileage reimbursement or use of a City vehicle, an automobile allowance program will be available to represented employees as follows:

A. Department Heads including Assistant City Manager, Deputy City Manager and Deputy Director Redevelopment Agency/Sports & Open Space Authority (Executive Management) shall be entitled to a base monthly automobile allowance of $320 for use of their personal vehicles to conduct City business . Executive Management employees may be eligible to receive an additional amount up to a maximum of $200 per month based on required driving while conducting City business, at the discretion of the City Manager or his/her designee.

B. Assistant Department Heads and Division Managers shall be entitled to a base monthly automobile allowance of $200 for use of their personal vehicles to conduct City business. Assistant Department Heads and Division Managers may be eligible to receive an additional amount up to a maximum of $300 per month based on required driving while conducting City business, at the discretion of the City Manager or his/her designee.

C. Effective December 27, 2020 (the first pay period of calendar year 2021), the base monthly automobile allowance shall be paid on the first 2 pay periods of every month.

D. Upon request of the employee, prior to the beginning of each fiscal year, the City Manager or his/her designee will determine whether or not it is appropriate for a manager to receive an amount above the base monthly allowance. The determination will be made based on the requirements for use of the personal vehicles for City business and may require detailed driving information in order to grant an amount above the base monthly amount. This rate adjustment will become effective at the beginning of each fiscal year and will remain in effect for the full year unless there are unique circumstances requiring a modification.

E. Prior to the granting of this allowance, all insurance, driver's license, and vehicle registration as required under the State of California Vehicle Code, will be provided by the represented employee, and must be valid and in force at all times employees are operating their personal vehicles on City

DocuSign Envelope ID: EF2105E1-DE20-4A99-A0' - ' ·)E9733704495

13. business .

F. Employees receiving the automobile allowance are responsible for all gasoline and maintenance costs. Employees shall also maintain their personal vehicles in a clean and presentable condition while conducting City business.

G. A represented employee, who is currently assigned a City vehicle, may choose to continue using that assigned City vehicle in lieu of the automobile allowance .

H. The City reserves the right to substitute an assigned City vehicle in lieu of this automobile allowance for a represented employee if it is deemed to be in the City's best interest to provide a City vehicle to conduct City business.

I. A represented employee who is currently reimbursed for use of a personal vehicle in accordance with the IRS mileage reimbursement rate, may continue to utilize direct mileage reimbursement, in lieu of participation in this automobile allowance program.

MOBILE COMMUNICATION DEVICE ALLOWANCE
Mobile communication device allowance of $80.00 per month for eligible classifications .

14. MERIT PAY/SALARY ADJUSTMENT SYSTEM
Merit pay adjustments, or merit increases, as provided for in the Personnel and Salary Resolution are, and will continue to be available during the term of this MOU when and if approved by the applicable Department Head and the City Manager, subject to Section 14.G below. The Merit Pay Adjustment system shall include the following elements:

A. Each Unit 9 employee shall receive an annual evaluation .

B. Annual consideration of merit pay adjustments, subject to Section 14.G below, with an affirmative decision by the applicable Department Head shall be required each year following the annual evaluation.

C. Merit pay adjustments shall range from Oto 5%. However, in 2016 and 2017 only, employee is guaranteed at least 2% and, with Department Head approval , up to 5%, subject to Section 14.G below.

D. In 2016, employees are eligible for a merit pay adjustment based on an evaluation prepared by February 2, 2016, which date will be their merit pay anniversary each year going forward .
1) Notwithstanding D. above, for employees that have been employed a full year as of February 2, 2016, they will be eligible on their actual anniversary date, which shall also be their merit pay anniversary date thereafter.
2) Notwithstanding D. above, for employees that receive a merit increase between January 1, 2015 and February 2, 2016, the date of their last merit increase shall be their new merit pay anniversary date.

DocuSign Envelope ID: EF2105E1-DE20-4A99-AC'J E9733704495 3) If a Department Head has not completed an evaluation in time for a merit adjustment by an employee's anniversary date (February 2, 2016 for most employees), the applicable merit pay adjustment once determined shall be made retroactive to the first full pay period following the anniversary date (and to February 2, 2016 in 2016 for those persons whose anniversary date is February 2, 2016).

E. subject to Section 14.G below, the City shall not suspend or freeze consideration of merit pay adjustments for Unit 9 employees unless step increases are suspended or frozen for all bargaining units that utilize a step system .

F. The City and Unit 9 may, by mutually agreement, meet to discuss potential changes to the merit pay system and/or movement toward a step pay system more like other bargaining units.

G. Effective January 1, 2021, employees holding positions in classifications assigned to Unit 9 shall be ineligible for a merit increase for the next two (2) consecutive rating periods. This means that an employee in Unit 9 shall not be eligible for a merit increase until the third rating period after January 1, 2021, and after the employee has skipped two (2) consecutive rating periods where they did not receive a merit increase. Employees with a rating period that ends before January 1, 2021 , will be eligible for a merit increase for that rating period pursuant to the Personnel and Salary Resolution, even if such merit increase (if any) is not approved until after January 1, 2021. 1) Employees hired or rehired or promoted or reclassified on or after January 1, 2021, and until on or before December 31 , 2022, into positions in classifications assigned to Unit 9 shall be ineligible for a merit increase for the first two (2) consecutive rating periods. This means that an employee hired or rehired or promoted between January 1, 2021, and December 31 , 2022, will not be eligible for a merit increase until the employee 's third rating period with the City after the employee was hired or rehired or promoted or reclassified into positions in classifications assigned to Unit 9.
(a) A current active City employee promoted or reclassified from another bargaining unit into a position in a classification assigned to Unit 9 between January 1, 2021, and December 31, 2022, shall be ineligible for a merit increase until the employee's third rating period from the effective date of the promotion or reclassification.
(b) A current active City employee holding a position in a classification assigned to Unit 9 as of the effective date of this agreement who is promoted or reclassified into or accepts another position in Unit 9 between January 1, 2021, and December 31, 2022, shall be ineligible for a merit increase unless the employee has skipped two (2) consecutive rating periods where they did not receive a merit increase since January 1, 2021.
(c) Nothing in this Section is intended to prohibit a pay increase that may result from a current active City employee being promoted or reclassified into a position in a classification assigned to Unit 9.

DocuSign Envelope ID: EF2105E1-DE20-4A99-ACllE9733704495

15. EMERGENCY PAID LEAVE PROGRAM
A. Administration
Administration of this program shall be provided by a three (3) member Emergency Paid Leave Board (Board), consisting of two (2) members of the Unit 9 Board and the City Director of Human Resources (or designee) .

Determination of eligibility to use the vacation established in this Emergency Paid Leave pool will be by majority vote of this board. An adverse decision of this board may be appealed to the Unit 9 Board of Directors and their determination shall be final.

B. Method of Donation
1) Contribution of vacation will be computed at the employee's base hourly rate of pay (excluding premium or specialty pay). 2) Contribution may be made from earned vacation, or cash only.

Conversion of Sick Leave to Vacation for purposes of donation to this pool will be immediately credited to the pool.
3) In a case where it has become known that an employee has been seriously injured or has a life-threatening illness and is in need of assistance from the Emergency Paid Leave Pool, contributions from accrued Sick Leave, computed at the contributing employee's base hourly rate of pay (excluding premium or specialty pay) may be made for the benefit of that specific employee who has the need. 4) Employee may authorize the City to automatically convert vacation that should be accrued to the employee to the pool when the employee's vacation accrual has reached the maximum allowed.
5) Funds contributed to the Emergency Paid Leave Pool will be placed in an interest bearing Trust Fund. The Trust Fund will be accumulated in total dollars. No record of number of hours contributed to the Pool will be maintained. An employee making a donation to the Pool will not have a vested right to the amount donated.
6) Employees, appointed Council officers, and the elected City Clerk may contribute earned vacation, or cash to the Emergency Paid Leave Pools of other City bargaining groups.

C. Use of Pool
1) Employee must have a verified emergency need for time off to request Emergency Paid Leave from the pool. An employee's initial request to use leave from the Emergency Paid Leave Pool shall be made to the City's Director of Human Resources (or designee). The Director of Human Resources (or designee) shall make an initial determination regarding whether the employee's request to use Emergency Paid Leave is for a verified medical emergency. The Director of Human Resources ( or designee) shall notify the rest of the Board of the name of the

DocuSign Envelope ID: EF2105E1-DE20-4A99-AO,,-lE9733704495 individual making the request, the date of the request and whether or not the individual's request qualified as a verified medical emergency need under this section. Medical emergencies for the employee or dependent shall be verified by a doctor's certification and shall include the anticipated duration of the medical emergency. Non-medical emergencies shall be verified by certification acceptable to the Board and shall include the anticipated duration of the emergency. 2) Employee must have exhausted appropriate paid leave (sick leave including eligible conversion to vacation or vacation) prior to becoming eligible to request emergency paid leave benefits from the pool. 3) The maximum time available from the pool (subject to the assets of the pool) will be 320 hours (four [4] pay periods) for Emergency Paid Leave benefits due to the illness or injury of the employee or the maximum allowable accrual of vacation for emergency needs of the family of the employee.
4) Emergency Paid Leave will be deducted from the pool based upon the employee's base hourly rate of pay (excluding premium or specialty pay). 5) Emergency Paid Leave hours will be made available for use in the pay period following approval by the Miscellaneous Unclassified Management Employees' Emergency Paid Leave Board.
6) Use of Emergency Paid Leave from the pool will be treated in the same manner as use of regular vacation. The employee will continue to accrue sick leave, vacation, insurance coverage and other benefits in the same manner as he/she would if using regularly credited vacation. 7) Emergency Paid Leave, which has been credited to the employee and has not been used when the emergency has terminated will be reinstated to the pool. Vacation, sick leave and other benefits, which have accrued to the employee, will remain in the employee's account.

16. SICK LEAVE/FAMI LY SICK LEAVE/PERSONAL LEAVE
A. Sick Leave
1) Employees shall accrue ninety-six (96) hours of sick leave per year of regular City employment. Sick leave shall accrue in equal amounts each pay period. Employees shall not accrue sick leave while they are on unpaid status.
2) Use of sick leave will be under the same terms and conditions as are now in place. Vacation, and Management Leave may be used to supplement sick leave with Department Head approval, as permitted and set forth in CMD 30.

B. Family Sick Leave
1) Not more than forty-eight (48) hours of sick leave within one calendar year shall be granted to any employee for the care or attendance upon members of his/her immediate family, unless the use of additional leave is

DocuSign Envelope ID: EF2105E1-DE20-4A99-AO'~lE9733704495 approved by the City Manager or designee. "Immediate family" is defined as spouse, parent, child, sibling, grandparent , grandchild, aunt, uncle, niece, nephew, first cousin, parent by marriage, step-parent, step-child, grandparent by marriage, son-in-law, daughter-in-law, sibling by marriage, foster parent, domestic partner, anyone residing with employee, or anyone dependent on the employee for care.

C. Personal Leave
1) Each calendar year, an employee is entitled to use thirty-two (32) hours of accrued sick leave as Personal Leave, provided he/she has sufficient sick leave balance available.
2) Personal leave is intended to provide the employee with paid time off to attend to legitimate personal business that may arise from time to time during the year. Personal Leave may be used to supplement sick leave as required.
3) The employee has an obligation to provide as much notice as possible so as to allow for proper scheduling by the department.
4) Providing that the minimal requirements of proper notification have been met, the use of Personal Leave should not be denied.
5) The adoption of this program does not modify the existing ability of the employee to exchange up to 96 hours of accrued sick leave for up to 48 hours of vacation, based upon two (2) hours of sick leave for one (1) hour of vacation as provided and defined in the Personnel and Salary Resolution.

17. BEREAVEMENTLEAVE
A. The City will provide employees with a paid bereavement leave benefit to attend to the customary obligations arising from the death of a member of an employee's immediate family, as defined in this Section. Employees are eligible to receive up to forty (40) hours of bereavement leave in the event of the death of a parent, child, or sibling of the employee, employee's spouse or employee's domestic partner (including, in each case, step, adoptive and in­ law), spouse or domestic partner; up to three (3) work days (regardless of shift assigned) of bereavement leave in the event of the death of a grandparent, grandchild, aunt or uncle of the employee , employee's spouse or employee's domestic partner (including , in each case, step, adoptive and in-law); and up to one (1) work day (regardless of shift assigned) of bereavement leave in the event of the death of a great-grandparent, great­ grandchild, great-aunt, great uncle, niece, nephew, or first cousin of the employee, employee's spouse or employee's domestic partner (including, in each case, step, adoptive and in-law).

B. The bereavement leave benefit is based on each death occurrence and is not charged to the Salary Adjustment Form.

C. Up to five (5) work days of additional bereavement leave may be charged to an employee's sick leave balance with City Manager approval.

DocuSign Envelope ID: EF2105E1-DE20-4A99-AO' J E9733704495 D. At the request of the City, the employee will provide verification.

18. VOLUNTARY EMPLOYEE BENEFICIARY ASSOCIATION (VEBA)
A The City established a Voluntary Employee Beneficiary Association (VEBA) trust under Internal Revenue Code Section 501 (c)(9) for the purpose of providing a defined contribution post-retirement medical benefit for employees. The City contributes $50 per month per represented employee.

Per the City's contract with VEBA, VEBA's consulting fee will be deducted from plan participant's accounts. These contributions shall be included on total compensation surveys. Specific information regarding the Plan is referenced in the Plan Document.

B. VEBA is a tax-exempt trust account formed under Internal Revenue Code Section 501 (c)(9) designed to accumulate assets to fund the future payment of qualified unreimbursed medical expenses (including specified insurance premiums). At retirement, participants may withdraw the accumulated plan benefits to pay for unreimbursed health insurance premiums, qualified long­ term care insurance premiums, and other qualified unreimbursed medical expenses and will not be taxed under current state and federal law.

Withdrawals cannot be made for nonmedical purposes.

19. RETIREE MEDICAL REIMBURSEMENT BENEFIT

20. A The Retiree Medical Reimbursement Benefit shall provide each employee who retires from the City with at least ten (10) years of regular City service with a reimbursement for unreimbursed single retiree health insurance premium beginning with the second full month after retirement from City service and ending with the last full month before the retiree's sixty-fifth (65th) birthday. Starting in the month in which the retiree turns age sixty-five (65), the reimbursement will be for unreimbursed Medicare single retiree supplemental health insurance premium. For premiums paid in calendar year 2017 that will be reimbursed in 2018, the City will reimburse an amount up to $343 per month, including the PEMHCA minimum, for unreimbursed single retiree health insurance premium or up to $205 per month, including the PEMHCA minimum, for unreimbursed Medicare single retiree supplemental health insurance premium. The amount of the City reimbursement will be adjusted thereafter once each year by the percentage change from October to October in the San Francisco-Oakland-San Jose urban wage earners and clerical workers (W) consumer price index from the prior year, but in no event will be increased more than 3.5%.

B. Beginning in 2004, the City will pre-fund this benefit with an amount to be determined by an actuary.

C. Each retiree will be required to submit proof of health insurance coverage to the City each year. The City will pay the reimbursement in a lump sum payment each year.

EMPLOYEE ASSISTANCE PROGRAM
The City will provide a confidential Employee Assistance Program for represented employees.

DocuSign Envelope ID: EF2105E1-DE20-4A99-AOr '/E9733704495

21. CHANGES TO JOB DESCRIPTIONS
Should the City propose a change of the job description, or should the City propose a new job classification and job description, of any job classification represented herein, the City Manager or designee will provide a copy of that proposed job description to Unit 9 for its review and comment back at least ten (10) work days before it is scheduled to be presented to the City Council for adoption. If the proposed compensation control point of a new classification has been established, the City Manager will also provide that proposed compensation control point to Unit 9 for its comment. For a revision of an existing job description, Unit 9 may include a request that the City Manager review the existing compensation control point for the job classification if there has been a significant change in the duties, responsibilities , or safety hazards of the job classification. The City Manager will give consideration to Unit 9 comments, but the final decision on the job description and compensation control point that is submitted to the City Council for adoption will be made by the City Manager.

22. LIMITED/ALTERNATIVE DUTY
A. Alternate Work Schedule (Nine-Eighty Schedule)
A Miscellaneous Unclassified Management employee shall be eligible to work a 9/80 alternate work schedule according to the conditions , criteria, and requirements set forth in City Manager's Directive 71. Requests to work a 9/80 schedule shall be made through or by the Department Head to the City Manager. The City Manager must approve the schedule and the City Manager or Department Head (for employees other than Department Heads) may terminate the schedule at any time.

B. Job Related Illness or Injury
Employees with a job related illness or injury, covered by Workers' Compensation, which prohibits performance of their regular duties, will be reassigned to limited or alternative duty under the following conditions:
1) Supervisors shall be advised of any industrial injury/illness as soon as practical.
2) Upon receipt of a Doctor's report providing work limitations , the City may identify a regular or modified assignment for which the employee has the required experience and training . Such assignment may be on a 40 hour per week or less basis, if mutually agreed between the City and the employee.
3) If the City is unable to identify a limited or alternative duty assignment for which the employee has the required experience and training, the employee will be reassigned to a Monday through Friday work schedule to accommodate required medical or other workers' compensation commitments.

C. Non Job Related Illness, Injury or Condition
Employees who have a non-job related illness, injury or condition which

DocuSign Envelope ID: EF2105E1-DE20-4A99-AO'~JE9733704495

23. prohibits performance of the employee's regular duties, may request assignment to limited or alternative duty. Nothing in these provisions is intended to imply that an employee has a right to a limited/alternative duty assignment , unless expressly provided by law. Such request will be accommodated, unless no appropriate limited or alternative duty assignment is available, under the following conditions:
1) Identification by the City of a regular or modified assignment for which the employee has the essential experience and training . Such assignment may be on a 40 hour per week or less basis, if mutually agreed between the City and the employee.
2) Submission of a written release from employee's doctor, subject to review by the City doctor , which allows the employee to perform all of the duties of the contemplated assignment.
3) Employee may account for regular work schedule through a combination of limited or alternative duty hours and sick leave or other paid leave sufficient to maintain eligibility for regular accrual of benefits.

D. Workweek
Under both limited or alternative duty assignments employees will be required to work their regularly scheduled number of hours (normally forty (40) hours) per week, unless such assignment is modified by mutual agreement between the City and the employee. It is recognized that performance of limited or alternative duty assignments will not be permitted to interfere with any medically related treatment designed to assist the employee to return to full, unrestricted duty in the earliest possible time frame.

E. Temporary Assignment
All such assignments, and their duration, are temporary assignments and are subject to periodic sixty (60) day review of the employee's continued need for limited or alternative duty, the employee's continued ability to perform the limited or alternative duty and the department's ability to continue the employee in the assignment. All temporary assignments shall be at the employee's regular rate of pay.

F. Law to Prevail
In the event the Americans With Disabilities Act requires modification of the provisions of this section , it is agreed that the law will prevail.

REDUCED WORK WEEK VOLUNTARY TIME OFF (VTO) PROGRAM
A. Employee Participation
Employee participation in this plan is with the City's understanding and agreement that employee participation is temporary and participation is not to be construed as a representation of employee commitment to a permanent program or an admission of any kind that the employee would not be harmed by such a plan becoming mandatory.

DocuSign Envelope ID: EF2105E1-DE20-4A99-AO' ~ •jE9733704495

24. B. Reduced Work Week/Reduced Pay
Employees may request a reduced work week schedule (32 hours per week instead of 40 hours per week, for example) at the same hourly rate of pay, subject to the following conditions:
1) With the approval of the Department Head and the City Manager, a binding work schedule as requested by the employee will be developed that may be modified only with the approval of both the City and the employee.
2) More than a 20% reduction of the work week in a pay period will result in proportionate reduction of accrual of sick leave and vacation .

INDUSTRIAL INJURY/CONTINUATION OF INSURANCE BENEFITS WHILE ON

WORKERS' COMPENSATION
Workers authorized by the City's Workers' Compensation Administrator to undergo therapy or treatment due to an industrial injury, who are required to leave work, shall receive leave with pay, including reasonable travel time, providing the treatment falls within the normal working hours, is pre-scheduled and cannot be scheduled during non-work hours.

The City will continue payment toward health, dental and life insurance coverage for the employee and dependents up to the maximum amount allocated under total compensation for an employee who is disabled from work because of a work related injury if the employee is no longer in a paid status sufficient to continue the coverage afforded under the terms of the program, subject to the following conditions:

A. The employee may not increase the existing coverage after the date of injury except to add children born within nine months of the injury.

B. Continuation toward payment of employee and dependent health/dental/life insurance coverage up to the maximum allocated under Total Compensation is limited to one (1) year from the date of injury. Continuation toward payment of employee health/dental/life insurance coverage up to the maximum allocated under Total Compensation may be extended if the employee continues to be on temporary disability status for a Workers' Compensation injury.

C. The employee has supplemented his/her workers' compensation benefit with sick leave, vacation, management leave or other paid leave sufficient to qualify for payment of the health/dental/life insurance premium and is no longer entitled to any salary from the City.

25. MANAGEMENT LEAVE PROGRAM
The Management Leave Program is as follows:

A. Effective January 1 of each year, represented employees will be credited with 120 hours of Management Leave per calendar year.

B. New hires or employees promoted into Unit 9 between January 1 and June 30 will be credited with 120 hours of Management Leave. New hires or

DocuSign Envelope ID: EF2105E1-DE20-4A99-AO ,.,....., 1E9733704495

26. employees promoted into Unit 9 between July 1 and December 31 will be credited with 60 hours of Management Leave.

C. Use of Management Leave is subject to approval by the applicable Department Head, or the City Manager or his/her designee in the case of a Department Head request, taking into account the relevant circumstances including work/Department needs, staffing limitations, conflicts, timing of request, etc.

D. Management Leave may not be converted to cash or other paid time off.

E. Unused Management Leave may be carried over from one calendar year to the next; however, an employee may never have more than a balance of 180 hours of management leave, subject to Section 25.E.1-4 below. (Thus, and for example, an employee that already has 180 hours of management leave on January 1 would not receive any further management leave. An employee that already has 100 hours of management leave on January 1 would "only" receive an additional 80 hours. An employee with 60 or fewer hours of banked management leave on January 1 would receive 120 hours.) 1) For calendar year 2021, an employee may have up to a balance of 240 hours of management leave.
2) For calendar year 2022, an employee may have up to a balance of 240 hours of management leave.
3) For calendar year 2023, an employee may have up to a balance of 240 hours of management leave.
4) For calendar year 2024, an employee may have up to a balance of 240 hours of management leave.
5) Effective the first pay period of calendar year 2025, the terms of Section 25.E above shall apply, and an employee may have no more than a balance of 180 hours of management leave.

FLEXIBLE SPENDING PLAN (INTERNAL REVENUE CODE SECTION 125) The City will make available a Flexible Spending Plan under the Internal Revenue Code Section 125 for employees. Employees may contribute pretax (federal, state, FICA, Medicare) dollars for dependent care and qualified unreimbursed medical expenses. This Plan will follow the regulations outlined by the Internal Revenue Code. Detailed information will be available in the Summary Plan Document.

The City will pay the administrative expenses for the plan. This Plan is voluntary and participating employees will pay the monthly participation cost.

The monthly participation cost will be considered pre-tax, as defined above, under Internal Revenue Code Section 106,, Participating employees will be provided with an Employee Plan Summary and regular statements regarding the status of their flexible spending accounts.

27. DOMESTIC PARTNERS
The City shall make all benefit programs available to employees, dependents

DocuSign Envelope ID: EF2105E1-DE20-4A99 -Aq1' --. ')E9733704495

28. 29.
and domestic partners , subject to the requirements of each benefit provider.

PAY PERIODS
Allowances/payments or accrual rates that are an agreed upon amount per month or year but are paid for administrative purposes in incremental amounts each pay period, shall be the same total amount per year in years in which there are 27 pay periods instead of 26 pay periods. This clarification is not intended to and would not modify anyone's salary/rate of pay.

DECLARATION
The parties hereto have reached an understanding concerning the proposed salaries and fringe benefits described in the above paragraphs . All other matters dealing with wages, hours, fringe benefits including health and dental insurance contributions, and working conditions included in ordinances, resolutions, rules or regulations, or previous memorandums of understanding, shall remain unchanged for the term of this memorandum in the absence of agreement to the contrary.

30. NEXT MEMORANDUM OF UNDERSTANDING
Unit 9 will submit its proposals for a Memorandum of Understanding for the term commencing at the expiration of this Memorandum of Understanding no later than January 31, 2024.

DocuSign Envelope ID: EF2105E1-DE20-4A99-AOyE9733704495

FOR THE CITY OF SANTA CLARA
Dlglrally ,lgned by Aracely
Aracely Azevedo Azevedo
Dalo: :ZOil .01 .06 10:07:14 -08'00'
Aracely Azevedo
Director of Human Resources
Date:
d ' D. lgitally signed by Marco
Marco Merca O Mercado
Date: 2021.0 I .OB 09:12:31 -08'00'
Marco Mercado
Assistant Director of Human Resources
Date:
, Dlglrally ,lgned by Ashloy
Ashley Lancaster lan<OSl<t
· o., ... 20i1.Dl.G6 12:3ll:S7 -08'00'
Ashley Lancaster
Human Resources Division Manager
Date:

FOR THE CITY OF SANTA CLARA

MISCELLANEOUS UNCLASSIFIED

EMPLOYEES
Ch r·1 S J a C ks On , Digltnlly signed by Chris Jackson Dale: 2020.12.16 1£55 :47-08'00'
Chris Jackson
President
Date: _ _ ___ _
Craig Johnson
Vice President
Date:
, Digitally signed by Carolyn
Carolyn McDoweJl:=;~_12_1613,31 ,, 0 -0a·oo·
Carolyn McDowell
Treasurer
Date:

Lee Hagan ' DigitallysignedbyleeHagan
."Date: 2020.12.17 12:57:37 -08'00'
Lee Hagan
Secretary
Date:

Digitally signed by Deanna J.

Deanna J. Santana Santana
APPROVED:

Deanna J. Santana
City Manager
bate: 2021.01 .1s 11 :08:29 -08'00'
Date
APPROVED BY THE CITY COUNCIL ON: November 17, 2020
ATTEST: N P. 1, Oiglt•lly signed by Nma
Ora lmente Piment<I
Oate:2021. 01 .29 17:10:15 -08'00'
City Clerk Date

DocuSign Envelope ID: EF2105E1-DE20-4A99-AO,-lE9733704495 APPENDIX A: MOBILE COMMUNICATION DEVICE PROGRAM
APPENDIX A: PDA/SMART PHONE STIPEND INFORMATION
Date:

To:

From:

Subject:

City Manager's Office
Interoffice Memorandum
April 1.5, 2014
Unil 9- Unclassified Miscelhmeous Management Employees
Julio Fuentes, City Manager
Cell PJ1one/Smn1·1phone Stipend Program fo1· Unit 9- Unclnssified Miscel111neons Management Em1>Joyees
s~ope: This cell phone/smartphone stipend program applies to members of Unit 9- Unclassified Miscellaneous Management Employees. The slipend progmm is $80 per rnonth and was effective April 1, 2009.

Purpose: To establish policies regarding the pro\1sion and usage of City-owned cellular telephones or smartphones (devices that have voice, data 1111d internet/web access capabilities).

The City has determined that It is beneficial to have Unit 9 membet's accessible by phone/data commimications al alt times. A Unit 9 employee can choose to have a Chy-Issued cell phone, where the City pays for the Unit 9 employee's cell phone device and service plan through City­ managed contracts with cell providers, or they can choose to receive a stipend in the amount of $80 per month, whel'eby the Unit 9 employee will purc11ase and own theit-own cell phone/smartphone device and pay all service provider charges, 01· the Unil 9 employee can choose not to participate in either of the above pt"Ograms.

Sumnuu-y: This polfoy outlines and establishes eligibilily criteria for Unit 9 employees wishing lo receive a monthly cell phone stipend nnd should be rca.d and understood in eonjunction with CMD 116-Use of City ResolU'ces and Confidential Nature of Information on City Equipment.

Cellular Telephone/Smartpl1one Stlpcncl Program: Unit 9 employees may choose to receive an $80 a month stipend to purchase, maintain, replace or repair their perl!.lonnl cell phone, and pay for any level of ceJJ phone set"Vicc plan from any provider tile employee may select. The $80 per month allowance is !!Qt intcgided to cover the full cost of any pa11lcular cell phone device and/or cell phone service pion. Jf a Unit 9 employee wishes to purchase a c~II phone/smarlphone 1111d connect to the City's email system, they must confim1 with the City's Infonnation Technology Depa11ment thnt the devioe they wish to purchase can be connected to the City's Outlook email system. Not all eel! phone devices or service programs moy be compatlble with the City's information technology systems. If you do not desil'e to connectto tho City's email system, then any ce11 phone or service prnvider could be selected.

To be eligible for the monthly stipend, the Unit 9 employee must provide t11e Human Resoul'¢OS Department with an active cell phone nurnber. It is expected tlmt the employee will respOlld to work-related calls and most cri1ical, fictively monitor their p1\0ne during City emergency

DocuSign Envelope ID: EF2105E1-DE20-4A99-AO,.,--) E9733704495 Cell Phone Stipend Program for Unit 9 - Miscellaneous Unclassified Management Employees Aprll 11, 2014

situation~. Ifa Unit 9 employee pllr!lcipatiog in the stipend program experiences a lost, stolen or damaged cell phone, it is expected rhat the emploj•ee will actively seek to have the device replaced or repait'ed in a reasonable period of time in order to remain eligible for the monlhly stipend (refer to CMD 116 for additional requirements ifa phone is lost or stolen). The stipend program is focused only lo the Unit 9 employee's personal cell phone or smartphone, and not to other ceJJ phones that might be included under a shared or family plan lhat the employee may have wilh a service provider.

If the Unit 9 employee changes their cell phone number for any reason, the Hl1m1m Resources Department must be notified in the next work week of1he new cell phone number, If ~m employee receiving a cell phone stipend chooses to no longer use a personal cell phone for any reason, the Human Resources Department shonld be notlflc<l immediare)y, an<'I the stipend will be discontiJJued in the next applicable pay period.

The stipend is paid at a rate of$40 pel' pay period (with no pa)'ment on two of twenty-six pny periods annually). A Unit 9 employee starting employment or termim1ting employment in the middle of any month will receive one-half of the monthly slipend ($40). The stipend will commence in the firsl applicable pay period after lhe lJnit 9 employee•s request has been received, reviewed and approved by the Human Resources Department. Tbc essential review criteria arc that the oinployee is a member of Unit 9 Miscellaneous Mnnngernent Employees' Association, and that the employee has submitted a valid cell phone number as request~d. The stipend is considered income to the employee, nnd is subject to payroll whhholdlng, CMD 116: Use of City Resources/Non~Coofidential Nnture oflnfol'mAtio11 on Cfty Equipment:

Tilis CMD addresses key issues related to the ownership and usage of celJ phone devices, and should always be read and understood in conjunction with this stipend policy. While it is generally the case that caU records for a personaUy owned phone are not subject to public records requosts, the law in this area can and does change. CMD 116 advises that 1;:mployees adhere to City policies related to public reco!'ds and email retention. Th¢ City Attol'ney's Office should be consulted for advice and/or resolution of public records concerns.

City-Is1iued Cell Phone Program: A Unit 9 employee can choose to have a City-owned cell phone issued to them in lieu of a monthly stipend. Under this program, the Information Technology Department has responsibility for the selection of cell phone devices and cell phone service pl'oviders. The City then maintains a record of an employee's cell phone numbel' and mmge intormation, Activity on City-owned <.--ell phones is accessible as a public 1·ecord. A Unit 9 <imployee cannot have a City-issued phone and a stipend. One or the other must be selected. If you currently have a Ci1y-issued cell phone and wish to pal'ticipnte in the s1ipend program, you will need to acquire a personal cell phone nnd service plan 1md lhen tum in your City-issuc.d cell phone. Part of the mtiomile for this program is to decrea~ the number of City supplied/City suppot·led cell phones through the use of a stipend progran\,

DocuSign Envelope ID: EF2105E1-DE20-4A99-A0"1E9733704495 Cell Phone Stipend Program for Unit 9 - Mlscellaneous Unclassified Management Employees April 11, 2014
Page3
Opt Out: A Uni1 9 Miscellaneous Manngement employee can choose not to participate in either the cell phone stipend prog1·nm or the City-issued cell phone program. If certain work assignments require the use of a cell phone that con be accomplished through the temporary provision ofa City-issued cell phone 1hrough the duration of the assignment Cell Pbone/Smartphone Stipend ProgrRlll Enrollment: A current Unit 9 employee can initially enroll in this stipend program by emailing the Human Resources Depm-tment and requesting participation in the stipend program. You must incJude your I 0-digit cxilJ phone number in the email; lherefore you must have a personal cell phone device and a scr\'ice plan activated prior to receiving n stipend. At that time the Human Resources Deparlment will send you a Cell Phone Stipend packet and form, which you will need to fill out and return to them.

Thereafter. the Human Resources Department wiJJ proscn( the cell phone stipend enrollment opportunity 10 new Unit 9 emp]oyees through employee orientation. ~37-
City Manager

DocuSign Envelope ID: EF2105E1-DE20-4A99-A0' -- "\E9733704495 I
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The purpose of thls Qui-ck R.ere,ence Is to asslst you 111 setung up your Android phone to receive Clly of
Santa Clara email.

1. Complete the SmartPhone Authorizalfon form m,d
rerum to the Help Desk.

2. If you llave CQOlaci or calendar items on your
Android phone, ytX.1 may lose them if you ehoose
lo sync with Outlook's contacts and/er Calendar.

Back up your Android phone 50 you can reslore
them if neceGSaiy.

3. Add your City emall account to your Android phone.
-= ,, • • .-_?A~d-~m·a;fAc~~trit --__ _
: ►·-- ·- ~: • • -=-i. . •• -:.i . •• ~-... -~· .. :~.:-

1. Go to Settings, and choo$e Acaounts.

2. Choose Add Account, lflen Col'J)Qr~t• Sync.

3. Compleli'l the fields as follows (They may t1ot
appear lo this exact order ,J
Domaln\Username: City or Eleclrlc for SVP
Employeos\Usemame.

Pa&Sword: Your current network pass-word
Check Use secure connectlon box,
Email Address:

Yo\11" dly email address.

Server: Jmail.santaclaraca.gov.

Once you set up your Cily email account, you will be
required to enter a 4 digit passcode. You will be requlre<I to enter this passoode to unlock your screen {f your
phone hi unused for 5 mln1,1les. This lime can be
Increased up to 15 mlnutes.

To change lhe pElsscode,

1. Go to Seltlngs lhen choose Location &. Sec urlty.

3. Choose Change screen lock, then PIN.

4. Enter a new PIN.

Wrunlng: You cannot tum off the Erase Data fe.at\Jre. If you have 8 faifed passoode attempts, the dala wtll b8
erased from your phone.
;~ · -. --:,~;;e;~;e:S~'.r.eerfLb~~-:TJiri~out.

To Increase lhe screen lock timeout,

1. Go to Settings then chooso Location & SecurJty.

2. Choose Security Lock Timer.

3. Increase the time.

DocuSign Envelope ID: EF2105E1-DE20-4A 99-A0' 'E9733704495 . ·~,
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:JPhon~--~-'3tup _ - ;· · ..

The purpose of this Quick RE1ference is to assist you in setting up your iPhane to rec:eive City of Santa Clara
emSJl.

1. Complete the SmMPhone Authorl~tion form al'ld
re!um to lhe Help Desk,

2. If you have contact or caleooar items on your
iPhooe, you may loise tham If you choose to sync
wlth Outlook's contacts and/or Calendat. Back up
your iflhone using iTunes so you c~n restore lhem tr
noces:sary.

3. Add yourcrty email account to your iPhone .
. --- •·
~ .-Aq~ ~m~lf Acco:CJnt .
• • ·-· ,r . ·'f - '

1. Choose Settl ngs from the iPhone menu.

2. Choose Mall, Conta.cts,
Calendar,

3. Choose Add Account. then
Microsoft Excllange.
. .. I·
. ':J
ll
4, Complete the fields ~ - ~-~~- - -=
as follows!
Email: your email
address.

Domain: CiJyor Efectric
for SVP Employees
Username: Your n-elworfl
login id,
Password: Your currant
nalWOlk password
rm;tt.1a,,l;,i;l•~~ J
'--,-.-- ---, ]I --7·--
-"-'- -~=--c_:._ _ _ ...

DomBfn City
Description: a name that 1-- --- - - ---1
identifies this mail
account. You can also
set up a persQnal mail
account such as gmall.
5_ Click Next
Pasa'Word .............
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. ( ~grfp.Ol!n CSC tr'1ftil
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The SC'8EIII to the rlghJ ;:;;;;:;;:::=:;;;.;~-...=~-..:.=~---:.,.,=::;~ appears with Server-freJd
added. J1 should ba:
imai/.sanlaalarocagov_

6. Choose to tvrn orr
Mall, Contacts, and/
or Calendars-.
.. - --..~ "::' = ~·
~- :· ~ • ·_ ¢.·;:~~e Pi:&sc~e:.o·e,,joi)i;·-
:- :.: . :· ..; - • .: .

1. Choose Setun·gs from the iPhone menu.
2_ Choose General, 1hen Pa:sscode Lock.
3_ From here you can cfiange your passcode, change
oow qulckty th~ passcode ls required, and whether
or not you want SMS Preview (text massaging
preview) lo be on.

Warning: You cannol tum off the Erase Dala feature. II
you nave 8 failed passcode attempts, the data will be
erased frnm your phone.
- : -··. -.-•••' ,,__ --· -, , . . .. , ... -·--~1
t Chelng~ Postel)cle- } :
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{ R~qulro Pa~!CO~ ••.•~;;'~~ ~-' ~
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ij E:rase D4ta ~
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~: • .. ;.>!)fcf_itUlt!,d Pfl~-~!. : . -pl~; ' ,,' :
l,.,.. l . ;-- .;,•"•.! • .. -~-•ir'- ,-.;: ... - \'::'~: .. ~ ~

7. Choose Done.

6. After you choose ON for Conlacls or Calendars, you
will be prompted to d~lete or add your local (iPhone)
contacts to Outlook.

9. You will be re<tufrecf to ent~r a
4 dirJil Passcode. You win be
prompted to enter your
pss$00d1;1 if you leave your
1Phone idle for 5 minutes.
1/28/2010

DocuSign Envelope ID: EF2105E1-DE20 -4A99-A0 ' 1E9733704495 )
-·· . -- - . . .

Set~p erQce:!($
The purpose of this Quick Reference is to assist yoo In setting up your Windows Mobile device to receive
City of Santa Clara email.

1. Complete the Smar1Phone Aulhorization form and
return to the He1p Desk.

2. Set up your phone to sync with the City's Exchange
Server using ActlveSync.

Setup Exchange Server-. '.\'.. . .. · :·· . --- .

1. From Iha Programs menu, choose ActlveSync.

2. If it is lhe first time you have used your Windows
Mobile phone. Y01J will be shown the ro~owlng
prompt:

To sync wUh a desktop computer, fn.st8ll
ActivaSync on your computer end then connecl
this device.

If your company supports syncing directly
with Hs E11chenge Server you car, U!.!!I.?
your devlc-a to sync with It
CAck the set up your device to sync wllh It link.
111is WIii slsrl lhe process for connecting your device to the City's exchange server.

Note; The City supports syncing directly wJtlJ Its
Exchangf; Server. The City does NOT support
syncing with s d6sktop computer.

If '\l'Ou have already synced your device to anOlhef
$OUrce, chooH Menu, Add Server Source.
3, In the Server address fleld, type
lmall,san1aclaraca.gov.

4. Check the box for This server requires an
encrypted (SSL) connectlon.

5. crick Next.

Qlrick Raf.arenr;e 4-3,
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t.cuss se,,w, ...i.t..,.
0 iii.I i,,-.,~ roqore,,1ru«1)1Xed ~
com-XllJn
:- • •• :~s~~·~;_~~ch.arige Se~~~t (~nt/n.~~-~r- :

6. Complete Iha fields as follows:

Usernama: Your nelworlc lagin id.

PaHword: Yoor milwcrk po:,sWQrd,
Domain: City or E/eclrlc for SVP employees.

7. crick the Save password check bo><.
•••••••••••
City
@ 5a\'e PM5Wllfd
(r~d fM aulornatlc svoc)
-----~ Advance1L

8. Choose Neict.

9. Check the boxes next to the data you would like to
synchroniz@ with your City's Outlook account.

10. CIiek Finish.
c,Jn !ie,111,1 Sdllnts Q
ChooJs tho <law \'W Y/,llll t.o l11'>:h0fl'I~
· .....
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10/22/2009

DocuSign Envelope ID: EF2105E1-DE20-4A99-A0 ' "' ')E9733704495 ADMINISTRATIVE CODE f.111D NUMBER 111
QTY MANAGER'S OJRECTII/E-PllotEDURE DATE: M11111:II S. 2009 CA'MCEI.S: ~ 22, 2008
SUBJECT:

PURPOSE:

POLICY AS TO CITY·OWNED
OR ISSUED DEVICES:

USE OF CITY RESOURCE_S, AND NOPl-,CONFIDEiNTIAL NATURE Of

INFORMATION ON CITY EOUIPMENT
I . The prinary pcrrpose of this CMD is to iijform al~ ffl)llo•;1ees that llty equipment a.--1 systenis, and City wrk locations, as defined here"n, are the sole propertv of the City, and •1ith a few rainor noted exceptioras, are to be used for City business only_ This pc1licy applies to City-o\wed and issued devices and the use of City netwofk or syste111s using City -cawed and private devices, including but not lnited to Snartphones.

2. Another purpose of this CMD is to inforn aJI City employees that private or personal docoJJ1ents, ,mnen 11es.s<1ges, electronic messages {iBcfuding telt mes~!JeS, eniails, etc.l, materials, inforraation, or files placed in or o City equipraent are not pm.rate er confidential and! may be review~ to ascertai> whether such eu1munic.itions constitute City btlsiless. As such, employees should not haw any expectation of privacy OF ,confidentiafrty in any of these ciranstances. This CMO does not apply to the confidentiality of personnel records naintained by the Htnan Resources Department or the Firtance 0epartnent, or the confidentiality of business and related ite11s within the department where the enployee worlcs.

City equipment ml system, and Crty wo1k locations, are the sole property of the City and, with minor exceptions (as mted below in he11 No. 4 under Superviscr and DepaJtlllent Head Responsihility and Action), are to be used for C~ business only.

City employees are hereby interned that private or personal doru11ents, written m~sages, electro ·c messa!JeS (including text messages, emails, etc.), materials, information or files, placed in or on City equipment are not pm.rate or confideotial.

Enployees .should not have any expectation of privacv or confidentiality in any of these eircunstances.

In order to conduct City business, iAcluding responding to the needs of citizens and staff, City managenient and City eniployees, when directed, may need to access City work locations and equipruent of any eniployee who is absent or unavailable. Access to the work loc.itjons a.--1 equip11ent mav also be necessary ~1of8

DocuSign Envelope ID: EF2105E1-DE20-4A99-A0 ' ' 'iE9733704495

POLICY AS TO PRIVATE
DEVICES:

I
CMD NUllll,ER 111
for purposes of nonitoring eoployee work perfonnnce and conduct. Under exi~ provisions of the law, the Cnv res.enies 1he right to nonitor the use of Cityequqnentfor any reason, includmg ~ right to re'Jiew, aucfr1 and disclose 1m 11atters sent oYer or stored in City locations or eguipaent syste1u to ensure that uses ire in ainptiilnce with ilm laws including aipyright laws ind City policies, incbling the City Code of Ethics & V1lues_
Onlv City 1pproved and authorized Srurtphone devices are pemitled to access 1nv City network or system. The approved list of devices is n1inlained by lllfoomnion Technology UTI and f!Sted on the Sruartphone Aceess Autooriza-tion Forn (foIII available fror1 IT HelpDeskl-
A user whc, cannects to City networks via an authorized Sn1rtphone device or ser!lice nust ensure that all emponents of hi.s/her wireles5 a,mection renain as -seQJre as hisi'her network access. Am Snart~ ilnd connections to any C-11y network or system- sham be used to conduct City business and utilized 1ppropriatefv, responsibly and ethiciUy. All authorired Snartphone de.vice illd service users shall, without eiception. use seai~ renote access procedures_ Enforcment of this provision will be by devi:e p1sswords in 1ccordance with the City's password policy"
Prior to initi1I use or aimection to City networks or systens, authorized Srlartphone devices, sohware and related services 11ust be registered with IT.

City enployees, contractors, or was needed" staff in poSSe5$ion of an ilUthorized Snartphone device shall not nctke nodificiltions of any kioo to the device, its software, aoolor service that nav potentia0y conpronise the integrity of City networb or :;ystms, without the exp~s written approval of IT_ lNS includes, but is not lirJjt.ed to, spit tunneling. dual honing, non-standard hardware or sectJrity configuratio-ns, etc...

Users ire advised that applicable liw related to publi~ reairds nay require the promction of certain reamls on private devices_ Users are advised to adhere to City CMO's related to pqbfic records and e11.ail retention to avoid the potential disclosure al infmnation frcn their privile devices, pa.rticularlv those users that receive a stipend tor private devices.

W-rth respect to Pubfic Safety Officers, it is intended that this CMD be read together with the Public Sifety Officers Procedural Bill of Rights_

DocuSign Envelope ID: EF2105E1-DE20-4A99-A0 ' ' '£9733704495 DEFINITIONS:

RESPOHSIBIUTY :

Department Heads &
Supervisors
CMD NUMBER 111
•c;ty equipT11ent and systems, and City wo1k !Gcarions" is defined herein to mdllde, but not be 1.-aited to, the following it-ens whether they be owned, bought, used. paid for, leased, borrowed, or gi\ien to areas and the City: Vlorit spaces, desks, lockers, Citt vehicles and. eqwp111ent, co11pute and vi!leo equipnent. printers, copiers. supplies, telephones, 111 obile dilta tetninals, fax:
ruchines, r.imos, e11ail, text ness:ages, othei nail and electro ic messaging sesvices, voice nail. and Internet se111ices las assigned, including chats, newsgroups, aBd Internet mail!, or arw files
~i;r1y biss • rress"' im:ludes, but is not f111iled to, condttcting the business oft he C"lty of Santa Clara and monitoring employee nork perfonnnce and conduct. "Off-Duty tne" includes enplo•ree tirae before and aher work shift, lunch (or me.al perrod breaks), and approved vacation/other lea~ toe. ""Smartpho-ne" means a mobile handbeld device ,nth ad.ianred features like e--nail ilnd Internet tipabjlities.

ACTION

1. Authori11: ~suance and diSCGufilge misuse of Cit~• equipment. work locations, and Sru rtphone devices. Approve replacement of lost, stolen or damaged City-owned devices. Replacenent costs v11 be charged to the users departrlent, which is then responsible for handling reirlhursereent of f4ty funds with said user. Replareraent and Main~nanoe costs for any personal• owned-devices are the sole responsibility of tbe-eniployee.

2. Understand that the City's seruritv software for the Internet nay record for raana!Jefllent use the Internet address or site visited by the er1ployee and keep record of any network activity in which the er.ployee transnits or r~ives any kind of file; the deletion of a r1ess-age or file from sorae elettronic systems nay not fully eli11inate the nessage frora the systeJL

3. Understand that "any writing containing infor11ation related to the conduct of the pub6c's business, prepared, owned, used or retained by any state or local agency regardless of physical tom or characteristics" [Goverment Code Section 6252j and under sone circt111stances, cm11unications sent by ernil, nay be subject to disclosure under the Public Records Act or litigation

4. Notwrth-standing statements ii the CMD to the contmy, occasional use of City equiinent ,by an enplo·yee during off-duty time, i.e., typiAg of a personal letter during the lunch period, or use of a telephone for urgent reasons lsee CMD 7R), nay be granted fron tir11e to tillle at the d~cretion of and upon the P3ge.3of 6

DocuSign Envelope ID: EF2105E1-DE20-4A99-A0 ·· E9733704495 AU Egployeesrusers
CMD NUIIBER 111
approval of the Depirtraent Head.

5. In idcfllion, uses by City en,ployees, during off-duty tine, of specific City ec,,ipraent nay also be illowed where certain fees for use of this equipnent hiJVe been established !i.e., giJlnaJ aipying, or use of a fax 11aehine, etc:J

6. Managers ind se1pervisors who are authorired to serve as officers of a professional society and/or associ.ition in m:ordc111Ce with CMD 49, and who ha'Ye authorized use of City resources in iiccordance with the provisions of that CMD, should not have expectations of privacy OT c:onftclentiality of information or files placed on City equipnient.

7. Beconie informed ind cmplv with the poficies of this CMR

8. Do oot use Citv equipment, work lo~tions, or authorized access to City networks or systeru irlproperly. hproper use inc:iides ,1ny personal use for comrenience or profit playing of g.iraes, or use to convey derogatory, defanatory, obscene; or otherwise i.mippropriate actions or nessages OT any informtion unrelated to C"ny business. Personal mil paekiges, or eatalogs should not be received or sent using ii nunicipal address.

9. Enplovees man take reasonilble 11easures to safeguard City propertv and svmns to pra,ent loss or datHge. In the event any Citv-owned or issued device or pmrately-owned Sraartphone i5 lost or stolen, or the oecunence of any incident or suspected incident of unauthorized access indfor disclosure of City resaurces., the user shall immediately repc1n such to hi5/her super11imr and the IT Help Destc. Service will be irmedia1ely terrtin.ted.

Users mould mediitelv repon to hisJher supe,Yisor ind the IT Help Desk if the de-iiice is recovered. IT will woJk with the user tu restore service as quickly as possible.

10. The provisions of INS CMD ilso ipply to mployee use of non-City isSlled equipl'lellt and sy.stms brought into work locations and used for City business. &aployees utilizing non Citv-issue.d equil]flent assine responsibility for the repair or replacement of such equipnent, ir,c:luding S..artphones.

11. Nothing in this CMD is intended to or shall be construed 1s affecting the duty ind obligation of City enp,loyees to gaintain the confidentiatity of City doCU11eOts and infomation which the eraployee has access to through his or her eraployraent with the City. h is .Isa not intended to nor shall it be COBStrued as granting access to oon-Citv eraplo',lf)es to otherwi~ confidenti.il City doanents and information.

DocuSign Envelope ID: EF2105E1-DE20-4A99-A~- }E9733704495 IT Departnent:

CMD NUMBER 111

2. fuployees slw.uld understand that the City's securit•t' softwaie for the ln1esoet 11ay record for mana!Je(lent use the Internet address or site visited b'i,' the em IJ!{'ee and keep a recmd of arl',' network activity - which the m ployee tran:snii1s or receives any kind of files. Any records uansnitted or recei•,•ed are recorded and stored in an <1Jchi~·e file; ddetion of a 11essage or file froni some electro • c systms niay not fu v ern inate the nessage horn, the systerl.

13. Undetst.and th.at ".any writing containing iafo111ation related tc t~e conduct ot the public's business, prepa~ , owned, ,used or retained by a -,y state or local agencv regardless of phi,'sical form or characteristics'" (60~-erm ent Code Section 62521 and under sone circmurances, C00111unicatoons sent bv email, nay be subject to tlis:closure nder tbe Pu 1c Recnrds Act or litiga • om.

14. Er1ployees shcuJd understand that the City's network allows Managenent to access employee passwords, Upon req11eSt, eoployees shall pro1Jide their syste111S passwords te therr Department Head to a w acress to ii files aad system • the enployee's absence or as required. lockers, desl:s, files or other secured City equipment, systens, or work locations, nay also be accessed by the City.

5. Er1ployees shaO mot knG1V1ngly use City equiinent or systerts, o City work locations, to dovmload or distribute pirated soft vare or data, or to violate Penal Code Section 502, applicable Federal laws, City pofo:ies; rules arul regulations, including the Citv's Code of Ethics & Values. Eruployees shall not use the City's equipraent, syste11s or work locations to disrupt or destroy the City's program systems, r;ior shall they atte11pt to disable any security syslm.
(6. Violation of this policy, through cftred action on the part of the employee, or through carelessness or negfigence, rnay result in fomtal 01Scipfoary action, up to and including temination.

17. Urit 9 entployees should understand that Sllartpoone devices thev obt.iin through the assist.ince of .in allow.ince progran are considered personal devices and are under the ovmership of the employee. .All service, roaintenance, and replacenent costs are the responsibilitv of rbe e11ployee.

18. IT reserves the right to terminate v ithout notice any authorized Sreartphone device, service and access to City network or systerl that 11a1;' result in a potential security risk to City network systems, data, users, residents and/or other City assets and resources.

19. IT reserves the right to perform a remote wipe of a user's Snartphone, l'Jge!iof 6

DocuSign Envelope ID: EF2105E1-DE20-4A99-AO) E9733704495 CMO IIUMBBI 111
erasing a d~ta and contents, ii there is a reasonable belief that the device has beet} ain prcnised and!or poses a potential security risk to ~ network systeru, d:,na, users, residents and1lor other City assets and resources.

20. Ii will provide 111inirlal suppon tor privately-crMlled approved! and authorized Sniartphone devices. This support is [rniited to basic doct.nentation to enable the user to connect the device to Cit·;' networks and systems, and basic uoublesihooting to detemiae if an11 ai 11ection problenas are on the City side or outside of the Citv's control. All dditional techniw and 1tmction qlteStionslissues sha I be 1he responsibilit• h he mer.

Questions regarding this CMD nay be addressed to the City's Director ,of Human Resoun:es.

Cum, lkfetence:

CMD 3 • Overnight Use of City Vehicles
CMD 31 • Transaction of Personal Business During Working Hol.Jl[S CMO 49 • Mera'bership in Profes.sioAal Societies ml AssociatioRS CM[) 78 • Persona! Use of City Te~hones
City Code oi [thiC$ & Va ues (Attachment to CMO 67, Gifts & f.all'Ors to lndivi als•

DocuSign Envelope ID: EF2105E1-DE20-4A99-AO'JE9733704495

EXHIBIT C
Severance and Release Agreement
301447.14
DocuSign Envelope ID: EF2105E1-DE20-4A99-A0 '- 1E9733704495

SEVERANCE AND RELEASE AGREEMENT
This severance agreement is made and entered into on _______ , by the City of Santa Clara ("City") and Jovan D, Grogan ("Mr. Grogan"), The City and Mr. Grogan may be referred to collectively throughout this agreement as "the Parties." The effective date of this Agreement shall be the date of the signature of the last of the Parties to sign this Agreement.

RECITALS
WHEREAS on or around MONTH_, 2023, Mr. Grogan began their employment with the City as the City Manager;
WHEREAS on or around MONTH_, 2023, the City Council approved an employment agreement ("Employment Agreement") with Mr. Grogan;
WHEREAS Mr. Grogan holds an at-will position under the City Charter, and serves at the pleasure of the City Council;
WHEREAS Sections 1 and 6 of the Employment Agreement permits the City Council to terminate Mr. Grogan's employment at any time subject to certain conditions; WHEREAS the City Council has determined it appropriate to exercise the right under Section 6 of the Employment Agreement to terminate Mr. Grogan's employment; WHEREAS it is the intention of the parties in entering into this Agreement to amicably conclude the Employee's employment relationship with the City effective _____ _., (insert date) ("Separation Date") and consistent with the terms of the Employment Agreement; and, WHEREAS the Parties enter into this Agreement in order to implement Subsection 6.1 of the Employment Agreement and ensure a smooth transition of City leadership.

NOW, THEREFORE, in consideration of the promises and mutual obligations of the Parties, the sufficiency of which is hereby acknowledged, the Parties hereby covenant and agree with each other as follows:

1. 2.
301447.14

TERMS AND CONDITIONS
Incorporation of Recitals. The Recitals are incorporated herein by reference as though fully set forth herein.

Return of Documents. Mr. Grogan agrees and represents that no later than ____ (insert date), they will return to the City all City property of which they have possession, custody or control, including, but not limited to, computer, electronic and telephonic equipment, as well as all City data and documents whether in hard copy or maintained on any electronic media.

DocuSign Envelope ID: EF2105E1-DE20-4A99-A(l' - ~ / E9733704495

3. Non-Disclosure of Confidential Information. The Parties acknowledge that as City Manager Mr. Grogan is a high-ranking official and an officer of the City; in that capacity they were and are responsible for, among other things, executing and enforcing all laws, and policies of the City and administering the City's affairs , controlling and administering the City's financial affairs and supervising purchasing , contracting, and confidential information . Consistent with their Employment Agreement and the City Charter , Mr.

Grogan represents and agrees that they have not and shall not at any time or in any manner, either directly or indirectly, whether or not for compensation use, divulge, disclose or communicate to any person, firm, corporation or any other entity in any manner whatsoever any confidential information concerning any matters affecting or relating to the business of the City except with the express written permission of the City or as required by court order or properly-issued subpoena . Such information includes but is not limited to, any attorney-client communications and attorney work product, or any of the information concerning the business of the City, its manner of operation, its plans, or other proprietary data where such information is not publicly known and is not otherwise subject to public inspection or disclosure.

4. Defense and Indemnity. Consistent with their Employment Agreement and the City Charter, in accordance with the obligations imposed under Government Code sections 800 and 910, the City shall defend and indemnify Mr. Grogan for any actions that result from work performed in the course and scope of their duties as the City Manager for the City of Santa Clara.

5. Information Regarding Employment. Subject to any applicable law, the City agrees that all inquiries with respect to Mr. Grogan's separation will be referred to the Mayor who will provide only the following information : (a) the date of hire and date of separation; (b) that this is a mutual and amicable separation based on a mutual desire to separate Mr. Grogan from his employment and provide a smooth leadership transition.

6. Personnel File Documents. No documents shall be entered into Mr. Grogan 's personnel file after the effective date of this agreement without both parties approving the entry of the document.

7. Release of Claims. Except for the rights and obligations created by this Agreement, Mr. 301447.14
Grogan , on behalf of themself, their agents, representatives, attorneys, assignees, heirs, executors, administrators and successors in interest, hereby releases and forever discharges the City and all of its past, present and future Councils, agencies, divisions, and departments, as well as each of their respective former, current and future directors, department heads, supervisors, Managers , employees , attorneys , elected and appointed officials, Councilmembers, City Managers, and any and all of them (all of the above collectively, the "City Released Parties"), to the extent permitted by law, from any and all liability , actions, causes of action, claims, charges , complaints, demands, grievances, obligations, losses, damages, injuries and legal responsibilities, of any type whatsoever, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, which Mr.

Grogan ever had or held, now has or holds or hereafter can, shall or may have or hold against the City Released Parties, based on any claims or occurrences arising prior to the Effective Date of this Agreement (collectively , "Released Claims"). The Released Claims defined in the immediately preceding sentence and released herein by Mr.

DocuSign Envelope ID: EF2105E1-DE20-4A99-AO"~' JE9733704495 Grogan as to the City Released Parties include, without limitation, all claims based upon, relating to or arising out of Mr. Grogan's employment with the City, and/or the discontinuation of said employment, all claims in law, equity, contract and tort, and all claims under the California Constitution, California Civil Code, California Labor Code, California Code of Regulations, California Government Code, California Business & Professions Code, California Fair Employment and Housing Act, California Family Rights Act, the California Workers' Compensation Act, the Fair Labor Standards Act, the Equal Pay Act, National Labor Relations Act, Labor Management Relations Act, Employee Retirement Income Security Act, Title VII of the Civil Rights Act of 1-964, as amended, Civil Rights Act of 1991, Americans with Disabilities Act, as amended, the Rehabilitation Act, Executive Order 11246, Family and Medical Leave Act, Sarbanes-Oxley Act of 2002, Worker Adjustment and Retraining Notification Act, the Consolidated Omnibus Budget Reconciliation Act, Age Discrimination in Employment Act (ADEA), the Code of Federal Regulations, and all claims under any other federal, state, municipal or other governmental statute, regulation, ordinance or order.

8. Mr. Grogan specifically and expressly waives all rights under the provisions of Section 1542 of the Civil Code of California ("Section 1542 Waiver") with respect to the Released Claims. Section 1542 Waiver provides as follows:
301447.14

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT

TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE

RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE

MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.

Thus, for the purposes of making a complete settlement of the Released Claims which Mr. Grogan may have or claims to have against the City Released Parties, Mr. Grogan waives and releases any and all Released Claims against the City Released Parties, including Released Claims which are unknown and unsuspected as of the Effective Date of this Agreement. Mr. Grogan warrants that they have read this Agreement, including the Section 1542 Waiver, and have had an opportunity to consult with counsel of their own choosing about this Agreement and specifically about the Section 1542 Waiver, and that they understand this Agreement and the Section 1542 Waiver. Mr. Grogan acknowledges that they may later discover facts different from or in addition to those now known or believed to be true regarding the matters released or described in this Agreement, and even so they agree that the releases and agreements contained in this Agreement shall remain effective in all respects notwithstanding any later discovery of any different or additional facts. Mr. Grogan assumes any and all risk of any mistake in connection with the facts involved in the matters, disputes, or controversies released or described in this Agreement or with regard to any facts now known to them relating thereto . Mr. Grogan agrees, to the fullest extent permitted by law, that they will not initiate or file a lawsuit or internal City proceeding to assert any Released Claims. If any such action is brought, this Agreement will constitute an Affirmative Defense thereto, and the City shall be entitled to recover reasonable costs and attorneys' fees incurred in defending against any Released Claim.

DocuSign Envelope ID: EF2105E1-DE20-4A99-AO'-, )E9733704495

9. Mr. Grogan acknowledges that they have not heretofore assigned or transferred to or purported to assign or transfer to any person or entity the Released claims or any part or portion thereof, and agrees to indemnify and hold harmless the City Released Parties from and against any claim, demand, controversy, damage, debt, liability, account, reckoning, obligation , cost, expense, lien, action or cause of action (including the payment of attorneys' fees and costs actually incurred whether or not litigation commenced) based on, in connection with, or arising out of any assignment or transfer or claimed assignment or transfer thereof.

10. Entire Agreement. This Agreement supersedes any and all agreements, either oral or written , between the Parties with respect to the separation of Mr. Grogan's employment relationship with the City. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party that are not contained in this Agreement. No agreement , statement , or promise not contained in this Agreement shall be valid or binding.
11 . Applicable Law and Venue. This Agreement shall be interpreted according to the laws of the State of California. Venue of any action regarding this Agreement shall be in the Santa Clara County Superior Court.

12. Modification. Any modification of this Agreement shall be effective only if it is in writing and signing by all parties to this Agreement.

13. Severability. If any part of this Agreement is determined to be invalid, unlawful , or unenforceable, that part shall not be deemed to be part of this Agreement.

14. Legal Advice and Voluntary Execution. Each Party represents and warrants that it:
(a) had the opportunity to obtain legal advice from legal counsel of its choice before entering into this Agreement, (b) has read the contents of this Agreement ; (c) fully understands the terms and consequences of this Agreement; (d) enters this Agreement voluntarily; and (e) shall not deny the validity of this Agreement on the grounds that it did not have advice of counsel or did not voluntarily and knowingly enter into this Agreement and agree to each of its terms.

15. Full Execution Authority. Each Party executing this Agreement warrants and represents that it or they have full authority to bind the corresponding Party to this Agreement.

16. No Admissions. By entering into this Agreement, the City Released Parties do not admit that they have engaged in, or are now engaging in, any unlawful conduct or employment practice . It is understood and agreed that this Agreement is not an admission of liability , and that the City specifically denies liability related in any manner to Mr. Grogan's employment. The Parties agree that it is their mutual intention that neither this Agreement nor any terms hereof shall be admissible in any other or future proceedings against the City, except a proceeding to enforce this Agreement. 301447.14
DocuSign Envelope ID: EF2105E1-DE20-4A99-AO -,
0 /E9733704495

17. Acknowledgment of Payment of Compensation/Benefits. Mr. Grogan acknowledges and affirms that they have been paid any and all compensation to which they are entitled pursuant to the terms of the Employment Agreement.

18. Tax Consequences. The City has made no representation about and takes no position on the tax consequences of this Agreement. A dispute regarding the tax status of this Agreement shall not affect the validity of this Agreement. Mr. Grogan has had an opportunity to discuss the potential tax consequences of this Agreement with their own counsel and agrees to indemnify and hold harmless the City from any and all costs and assessments including, but not limited to delinquent taxes, penalties and/or assessments levied against the City in connection with this Agreement.

19. Older Workers' Benefits Protection Act. It is the intention of the Parties that the releases contained in this Agreement apply to all claims of any kind against the City. In order to comply with the Older Workers' Benefits Protection Act (29 U.S.C. § 626(f)) and effectuate the release by Mr. Grogan of any potential claims under the federal Age Discrimination in Employment Act, Mr. Grogan agrees as follows: (i) they have carefully reviewed the foregoing Agreement, and understands the terms and conditions it contains; (ii) by entering into this Agreement they are giving up potentially valuable legal rights, and they intend to be bound by all the terms and conditions set forth herein; (iii) they are entering into this Agreement freely, knowingly, and voluntarily; (iv) they have been advised of their right to at least twenty-one (21) days to consider whether to agree to the terms and conditions set forth herein; and (v) for a seven (7) day period following their execution of this Agreement they may revoke this Agreement by delivering a written revocation to City, and this Agreement shall not become effective nor enforceable until the revocation period has expired.

THE UNDERSIGNED HAVE READ THE FOREGOING AGREEMENT AND ACCEPT AND

AGREE TO THE PROVISIONS CONTAINED HEREIN, AND HEREBY EXECUTE IT,

KNOWINGLY AND VOLUNTARILY AND WITH FULL UNDERSTANDING OF ITS CONSEQUENCES.

Name: Jovan D. Grogan
Title:

City of Santa Clara
Date: _______ __ _ Date: ____ _____ _
Approved as to Form and Legality:

Name: Name:

City Attorney Attorney for Jovan D. Grogan
Date: _ _ ____ _ _ _ _ Date: ___ ____ __ _
301447.14
DocuSign Envelope ID: EF2105E1-DE20-4A99-A°'}E9733704495

EXHIBIT D
City Manager's Directive 028 Travel Policy
301447.14
DocuSign Envelope ID: EF2105E1-DE20-4A99-A0 ' ---._)E9733704495 City Manager's Directive 028
Travel Policy
City of
Santa Clara
The Center of What's Possible
POLICY

PURPOSE
Local Travel
Conference
and Meeting
Attendance
General
Procedures
and Guidelines
The City of Santa Clara (the "City") expects to pay all reasonable costs incurred by City employees traveling on approved City business; and City employees are expected to use sound fiscal stewardship when expending public funds, and to travel in the most logical and least expensive manner possible.

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

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

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

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

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

DATE: July 1, 2022
CANCELS: June 19, 1997
CMD 028 Page 1 of 12
DocuSign Envelope ID: EF2105E1-DE20-4A99-A0'JE9733704495 CMD 028: Travel Policy City of
Santa Clara
Travel
Authorization
Travel
Arrangements
DATE: July 1, 2022
CANCELS: June 19, 1997
Tho c..n ,~, or Vhoro PQUlblo
A. City Manager Pre-Travel Authorization Form Required.

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

8. Department Director Pre-Travel Authorization Form
Required.

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

C. Department Director or Designated Supervisor
Authorization Required.

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

Travel arrangements shall be made as far in advance as possible to obtain the best possible fares and rates. Registration for conferences and training shall be made far enough in advance to take advantage of early (discounted) fees, and to avoid late CMD 028 Page 2 of 12
DocuSign Envelope ID: EF2105E1-DE20-4A99-AO'.)E9733704495 CMD 028: Travel Policy City of
Santa Clara
Transportation
DATE: July 1, 2022
CANCELS: June 19, 1997
The Center of What 's Possible
registration fees. If travel arrangements must be cancelled for any reason, the person who made the arrangements shall cancel them in sufficient time to prevent the City from incurring unnecessary costs when possible.

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

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

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

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

A. Air Travel.

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

CMD 028 Page 3 of 12
DocuSign Envelope ID: EF2105E1-DE20-4A99-A01,.-. jE9733704495 CMD 028: Travel Policy City of
Santa Clara
The Center of What's Possible
B. Use of Personal Vehicle.

DATE: July 1, 2022
CANCELS: June 19, 1997
With the exception of employees who have been assigned a City vehicle or who receive a car allowance, employees shall be compensated for the use of their private vehicles for business travel at the current IRS standard mileage rate, provided that it is the most reasonable and least expensive method of transportation. Compensation shall be based upon the number of miles between the travel destination and either the employee's designated work location or residence,
whichever is the shortest distance.

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

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

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

Employees requesting reimbursement for the payment of
such expenses shall obtain itemized receipts and submit them as part of their travel expenses on the Travel Expense CMD 028 Page 4 of 12
DocuSign Envelope ID: EF2105E1-DE20-4A99-AO'~lE9733704495 CMD 028: Travel Policy City of
Santa Clara
DATE: July 1, 2022
CANCELS: June 19, 1997
Th• Con10, or\Yh 'w l 'C Pc~-slblo
Form. Also, whenever possible, employees attending the
same event shall travel together to minimize expenses.

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

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

C. Train and Other Mass Transit.

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

D. Ground Transportation at Destination.

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

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

CMD 028 Page 5 of 12
DocuSign Envelope ID: EF2105E1-DE20-4A99-AO ,,,.----lE9733704495 CMD 028: Travel Policy City of
Santa Clara
Lodging
DA TE: July 1, 2022
CANCELS: June 19, 1997
The Center of What 's Possible
E. Rental Vehicles.

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

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

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

F. Travel Time.

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

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

When there is not a specific lodging site associated with official City business, the City shall pay for actual lodging expenses up to the CMD 028 Page 6 of 12
DocuSign Envelope ID: EF2105E1-DE20 -4A99-AO,,.-----'}E9733704495 CMD 028: Travel Policy City of
Santa Clara
Meals
DA TE: July 1, 2022
CANCELS: June 19, 1997
The Cente, of What's Possible
GSA maximum rate allowed by location
(http://www.gsa.gov/perdiem ). Note that the GSA maximum rate applies to the base room rate only and does not include taxes. Any exception to applying the GSA rate due to the current market rates in the area of travel must be documented in writing and approved, pre-travel, by the Department Director.

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

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

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

A. Overnight Travel
The City will pay for an employee's meals during authorized travel, including tax and tips and incidentals, up to the per diem amount established by the GSA for the destination location (available at:
http://www.gsa.gov/pe rdiem) for a full day of travel. Per GSA, rules, employees are only eligible for 75 percent of the total per diem amount on the first and last travel day. The Meals & Incidental Expenses (M&IE) column will be used to generate the per diem rate for meals. Use the guide on http://www .gsa.gov/mie to breakdown CMD 028 Page 7 of 12
DocuSign Envelope ID: EF2105E1-DE20-4A99-AO' ~' , f9733704495 CMD 028: Travel Policy City of
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Miscellaneous
Fees/Business
Expenses
DA TE: July 1, 2022
CANCELS: June 19, 1997
The Center of What 's Possible
the per diem amount for each meal. For any meal that is provided by the conference or hotel the appropriate meal amount listed on http://www.gsa.gov/mie must be deducted from the reimbursement request.

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

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

A. Gratuities/Tips.

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

8. Business Expenses.

The City will pay for goods and/or services deemed
necessary for the completion of official business, such as printer, copier, and computer usage, etc.; for internet usage at actual cost and for all business telephone calls. Cellular phones are often more cost-effective than using hotel phones CMD 028 Page 8 of 12
DocuSign Envelope ID: EF2105E1-DE20-4A99-AO.',_ '~E9733704495 CMD 028: Travel Policy City of
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DATE: July 1, 2022
CANCELS: June 19, 1997
The Center of What 's Possible
directly and should be considered as a primary option.

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

C. Baggage Fees.

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

D. Personal Expenses.

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

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

CMD 028 Page 9 of 12
DocuSign Envelope ID: EF2105E1-DE20-4A99-A0jiE9733704495 CMD 028: Travel Policy City of
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Settlement of
Trip Expenses
Travel
Reimbursement
DATE: July 1, 2022
CANCELS: June 19, 1997
Th ■ ootarofWhat'I Pos.slb&o
Payment of travel expenses incurred during the trip using City procurement cards is not permitted. Purchase cards may be used to pre-pay expenses such as flights, hotel, car rental, or conference registration (preferably by a Travel Coordinator) or may pay these expenses by invoice through accounts payable.

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

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

All employee travel reimbursement requests require either direct supervisor or Department Head approval prior to submitting to the City Auditor. Direct supervisors can approve expense
reimbursement requests if there is no greater than a 10% variance between the pre-approved travel estimate and the actual expense reimbursement requested. Any reimbursement request with a difference greater than 10% of the pre-approved estimate must be approved by the Department Director .

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

Within 30 days of an employee's return from a business trip, a final, department approved expense report associated with the trip shall be submitted to the City Auditor to be eligible for any reimbursement. The employee must complete a signed Travel Form and supporting documentation to substantiate all reported expenses with the exception of meals, as these are reimbursed based on GSA per diem rates. The documentation should be in its original form and include the following, if applicable:
• Pre-travel request authorization as defined by this policy • Invoice and trip itinerary from vendor
• Event brochure or agenda for conference, training, or special event
CMD 028 Page 10 of 12
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Advances
Exceptions to
this Policy
DATE: July 1, 2022
CANCELS: June 19, 1997
The Center of What 's Possible
• Any certificates of completion associated with event
• Airfare receipt showing the travel dates and time
• Parking receipts showing the travel date and amount paid • Transportation receipts showing the travel date and full address to/from the event location
• Car rental receipt showing the dates and number of days • Final itemized hotel bill or statement showing all charges • Documentation showing miles between destination and the employee's work location or residence to substantiate the shortest distance driven for mileage
• A brief written explanation if a reporting item doesn't have supporting documentation.

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

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

The City does not offer advances to employees for travel.

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

Examples of exceptions to this policy include, but are not limited to, the following:
• Unusual business expenses
• Per diem and/or lodging expenses which exceed GSA limits • The purchase of one or more meals from another source even though they were included in a conference and/or
seminar registration fee
• The use of an alternate mode of transportation
• Lodging expenses incurred during local travel
• Travel costs exceeding available budget appropriations CMD 028 Page 11 of 12
DocuSign Envelope ID: EF2105E1-DE20-4A99-A~E9733704495
CMD 028: Travel Policy City of
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Tho anier of \Vh.it't PosclbJo
City Auditor to
Conduct
Periodic Audits
The City Auditor shall conduct periodic audits in accordance with generally accepted government auditing standards to ensure compliance with this travel policy. Audit results shall be submitted to the City Council.

Cross References:

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

A - Travel Authorization Form
B - Travel Expenses Reimbursement Form
C - Mileage Reimbursement Log
DATE: July 1, 2022
CANCELS: June 19, 1997
CMD 028 Page 12 of 12
DocuSign Envelope ID: EF2105E1-DE20-4A99-A~E9733704495
301447.14

EXHIBIT E
Description of Duties
DocuSign Envelope ID: EF2105E1-DE20-4A99-N --..)3E9733704495 Description of Duties
for City Manager

CHARTER OF THE CITY OF SANTA CLARA
Article VIII. City Manager, Ordinances, Meetings
Sec. 802 Powers and duties
City of
Santa Clara
The Center of What's Possible
The City Manager shall be chief executive officer and the head of the administrative branch of the City government. He/she shall be responsible to the City Council for the proper administration of all affairs of the City and to that end, subject to the personnel provisions of this Charter, he/she shall have power and shall be required to:
(a) Appoint and remove, subject to the Civil Service provisions of this Charter, all officers and employees of the City, except as otherwise provided by this Charter, and except as he/she may authorize the head of a department or office to appoint and remove subordinates in such department or office. No person related to the City Manager by blood or by marriage shall be eligible for office or employment in the City. (b) Prepare the budget annually and submit it to the City Council and be responsible for its administration after adoption.
(c) Manage the City-owned water and power departments in a business-like manner, charging equitable rates for the services furnished and building up the properties so as to conserve their value and increase their capacity as needed by the City.
(d) Prepare and submit to the City Council as of the end of the fiscal year a complete report on the finances and administrative activities of the City for the preceding year. (e) Keep the City Council advised of the financial condition and future needs of the City and make such recommendations as may seem to him/her desirable.
(f) Make investigations into the affairs of this City, or any department or division thereof, or any contract, or the proper performance of any obligation to the City. (g) Submit to the City Council at each meeting for its approval, the list of all claims and bills approved for payment by him/her.
(h) Perform such other duties as may be prescribed by this Charter or required by him/her by the City Council, not inconsistent with this Charter. (Amended by electors at an election held March 7, 2000, Charter Chapter 11 of the State Statutes of 2000)
DocuSign Envelope ID: EF2105E1-DE20-4A99-N , 3E9733704495 Description of Duties
for City Manager

SANTA CLARA CITY CODE
Title 2 Administration and Personnel
Chapter 2.15 City Manager

2.15.020 Duties and responsibilities.

City of
Santa Clara
The Center of What's Possible
a) The City Manager shall be the chief administrative officer and the head of the administrative branch of the City government, and shall be responsible to the City Council for the proper administration of all affairs of the City. The City Manager shall be an ex officio member of all boards and commissions and shall serve as chief liaison officer between such bodies and the City Council, but shall have no vote thereon. He shall represent the City in its dealings with the various municipalities and other levels of government unless otherwise provided by the City Council.
(b) The City Manager shall have executive direction of the heads of all departments except those holding elective offices and those appointed by the City Council. These officers shall cooperate with all executive policies and procedures established by the City Manager insofar as the same are not in conflict with their legal duties or direct responsibilities to the City Council. (c) The City Manager shall have the power to appoint, suspend, discipline or remove from service all other department heads and to perform or otherwise delegate their duties and responsibilities. (d) The City Manager may prescribe such procedures, rules and regulations, not inconsistent with the Charter or legal actions and policies formulated by the City Council, as he may deem necessary for the conduct of the various departments, and he may investigate and inquire into the affairs of any department at any time.
(e) The City Manager shall, subject to budget authorization and the civil service rules and regulations, appoint and dismiss all regular, probationary and temporary employees as needed. He shall also recommend salary classifications and grant step increases in pay where applicable, within the general pay plan approved by the City Council.
(f) The City Manager shall act as advisor to the City Council on fiscal administration and shall administer the pertinent fiscal affairs of the City. He shall prepare and submit the annual budget of the City and administer it upon adoption. He shall prepare and submit annual financial statements and approve and submit periodically a list of claims and bills for payment. (g) The City Manager shall serve as the Director of Finance unless otherwise determined by the City Council. He shall also serve as Director of Civil Defense. (Ord. 947; Ord. 1039 § 21. Formerly§ 2-16.1). 1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
City of Santa Clara
Legislation Details (With Text)
File #: Version: 124-1622 Name:

Status:Type: Public Hearing/General
Business
Agenda Ready
File created: In control:12/22/2023 City Council and Authorities Concurrent On agenda: Final action:1/9/2024 1/9/2024
Title: Action to Approve a Merit-based Salary Adjustment for City Manager and to Adopt a Resolution Approving and Adopting the Updated Unclassified Salary Plan that increases the annual base salary for the City Manager to $418,220.76
Sponsors:

Indexes:

Code sections:

Attachments:

1. Unclassified Salary Plan eff 12-24-2023 (for Council 01-09-2024).pdf, 2. Resolution.pdf, 3. Jovan Grogan Employment Contract.pdf, 4. Resolution No. 24-9300 Action ByDate Action ResultVer.

ApprovedCity Council and Authorities
Concurrent
1/9/2024 1 Pass

REPORT TO COUNCIL

SUBJECT
Action to Approve a Merit-based Salary Adjustment for City Manager and to Adopt a Resolution Approving and Adopting the Updated Unclassified Salary Plan that increases the annual base salary for the City Manager to $418,220.76

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
The employment agreement between the City of Santa Clara and the City Manager, Jovan D.

Grogan, includes the following provisions under Compensation.

3.2 Adjustments.
(a) Employee shall receive a two percent (2.0%) Cost of Living Adjustment (“COLA”) to their Base Salary, effective the first regular pay period in 2024. (b) Prior to the first regular pay period in 2024, and in conjunction with Employee’s annual performance appraisal (see Section 4 below), the City Council will meet with the Employee for the express purpose of determining, in its sole discretion, whether to grant Employee a merit-based salary adjustment, in an amount deemed appropriate by the City Council and otherwise permitted by law. This merit-base salary adjustment would be in addition to the COLA identified in Section 3.2, subsection (a) above.
(c) Following January 30, 2024, Council will, in its sole discretion, determine whether to provide Employee with any additional base salary or other compensation adjustments.

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provide Employee with any additional base salary or other compensation adjustments.

Council will make such determinations in conjunction with Employee’s annual performance (see Section 4 below) or at any other time that Council, in its sole discretion, deems appropriate. Any adjustments made pursuant to this subsection shall be memorialized in writing as an amendment to this Agreement and shall be approved by the City Council in open session.

On December 12, 2023, the City Council approved and adopted a resolution that updated the unclassified pay plan effective December 24, 2023, to include the revised annual base salary for the City Manager at $413,157.48, which reflects the 2.0% COLA, as referenced in the employment agreement.

On December 4, 2023, the City Council discussed in Closed Session the performance of the City Manager, and on December 12, 2023, considered awarding a merit increase for the City Manager.

The new annual base salary of the City Manager is now lower than that of the Chief Operating Officer and Chief Electric Utility Officer, which both report to the City Manager. Both of these positions are represented by the Miscellaneous Unclassified Management Employees (Unit 9), which received a

3.25% on December 24, 2023. As a result, the City Council provided direction to bring forward a merit-based salary adjustment for the City Manager that would equate to 1% above the two incumbents that are above the City Manager salary, effective as of the same date as the Unit 9 COLA for the two incumbents. The base salary for the two incumbents is approximately $414,079. The revised annual base salary for the City Manager would need to be revised to $418,220.76, to be 1% above that of the two incumbents. The merit-based salary adjustment equates to an approximate

1.23% increase in the annual base salary for the City Manager.

Section 9 of the Personnel and Salary Resolution requires City Council approval of compensation plans for unclassified positions. California Code Regulations Section 570.5 governs and requires the adoption of updated publicly available salary schedules by the governing body. The proposed Council action satisfies these applicable requirements. The updated salary plan reflects the Council approved merit increase for the City Manager.

In addition, the Brown Act requires that where final action is being taken to approve a salary schedule that includes a change to the compensation of a local agency executive (here, the City Manager), a verbal summary of that executive compensation shall be stated at the regular meeting of the legislative body at which the schedule is approved.

DISCUSSION
On February 7, 2023, the City Council approved the employment agreement between the City and Jovan D. Grogan. Per the agreement, the City Manager received a 2.0% COLA effective December 24, 2023. The current salary plan that was approved on December 12, 2023, reflects the new annual compensation for the position of City Manager of $413,157.48.

In addition, the City Council discussed and provided direction to bring forward a merit-based salary adjustment for the City Manager that would equate to 1% above the two incumbents that are above the City Manager salary. The base salary for the two incumbents is approximately $414,079. The revised annual base salary for the City Manager would need to be revised to $418,220.76, to be 1% above that of the two incumbents. The merit-based salary adjustment equates to an approximate

1.23% increase in the annual base salary for the City Manager.

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Based on the direction, it is recommended that the City Council approve and adopt a resolution that adjusts the compensation of the City Manager to $418,220.76, which is an approximate 1.23% merit- based increase, and would be 1% above that of the two incumbents whose salary currently exceeds that of the City Manager.

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

FISCAL IMPACT
The general wage increase for the City Manager has a salary cost of approximately $5,100. This additional cost will be absorbed by the departments existing budget for FY 2023/24 and will be factored into the FY 2024/25 budget.

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

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

RECOMMENDATION

1. Approve a merit-based salary adjustment for the City Manager in the amount of $5,063.28, effective as of December 24, 2023; and

2. Adopt a Resolution to approve the revised unclassified salary plan that adjusts the City Manager annual salary to $418,220.76, to satisfy the requirements of California Code of Regulations Section 570.5, effective December 24, 2023; and Reviewed by: Aracely Azevedo, Director of Human Resources Approved by: Nadine Nader, Chief Operating Officer

ATTACHMENTS

1. Unclassified Salary Plan (effective 12-24-2023) approved 1-9-2024

2. Resolution Approving Updated Salary Plan

3. Employment Agreement by and between the City of Santa Clara, California and Jovan D.

Grogan
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26-60

REPORT TO COUNCIL

SUBJECT
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca .gov
@SantaClaraCity
Agenda Date: 1/27/2026
Action on Approval of (1) First Amendment to the City Manager Employment Agreement, and (2) Resolution Approving and Adopting the Updated Salary Plan that includes the Classification of City Manager

BACKGROUND
The City Manager, Jovan D. Grogan, has been employed by the City of Santa Clara since on or about May 1, 2023. The initial salary for this position (Section 3.1 of the Employment Agreement) was approximately $405,056 per year. On or about December 12, 2023, pursuant to the Employment Agreement, the City Council approved an adjustment to his annual base salary by approximately

2.0% effective December 24, 2023 (the first pay period of calendar year 2024), resulting in a new salary of approximately $413,157. On or about January 9, 2024, the City Council approved a merit­ based salary adjustment of approximately 1.23% also effective December 24, 2023, resulting in a new salary of approximately $418,220.

For the 2024-2025 rating period, a facilitator was retained to assist with the performance evaluation process. On or about December 9, 2025, the City Council discussed in Closed Session the performance of the City Manager and any potential changes to his compensation. As part of this review process, the Human Resources Department provided a total compensation survey for the position. As a result of these discussions, the City Council provided direction to bring forward a salary adjustment of approximately 3.0% retroactive to May 1, 2025, which would result in a new salary of approximately $430,767 that would be effective May 11, 2025, the start of the first pay period after May 1, 2025. In addition, a sub-committee comprised of three (3) Councilmembers was formed to further review the compensation and performance goals for the City Manager and discuss any recommendations involving these matters with City Council in future Closed Session meetings.

Government Code section 20636(b)(1) and California Code of Regulations section 570.5 require that public salary schedules include specific information and be approved by the governing body whenever they are updated or revised.

DISCUSSION
Based upon City Council direction from Closed Session on December 9, 2025, the proposed Amendment No. 1 to the Employment Agreement provides for the following changes to the City Manager's compensation:
(1) a statement of the new salary level of approximately $430,767.36 (reflecting an approximate

3.0% wage increase), retroactive to May 1, 2025, and effective May 11 , 2025 (the start of the first pay period after May 1, 2025 );
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(2) modifying the performance appraisal process, which includes an automatic salary increase of approximately 2.0% or applicable most recent one-year CPI, whichever is less, if the performance appraisal process is not completed on or before May 31 st .

Updated Salary Plan
Section 9 of the Personnel and Salary Resolution requires City Council approval of compensation plans for both classified and unclassified positions. California Code Regulations section 570.5 requires the adoption of updated publicly available salary schedules by the governing body. The salary ,plans included with this item includes the new salary for the position of City Manager. The attached Resolution approves the updated salary plans for the classification of City Manager.

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

FISCAL IMPACT
The City Manager's current base salary is $418,220.74. The updated base salary under proposed Amendment No. 1 of approximately $430,767.36 will result in an annual salary increase of approximately $12,546.62. The corresponding lump sum retroactive payment for the time period of May 11, 2025 (the start of the first pay period after May 1, 2025) up to January 17, 2026 (the end of the last pay period before January 27, 2026), for wages, is $8,686.10.

Estimated total annual compensation is approximately $627,249. This includes base salary, benefits, social security, and all pension costs (normal and unfunded liability). Department savings are anticipated to be available to absorb the additional cost impact in FY 2025/26. Adjustments to factor in the higher base salary costs will be included during the budget cycle.

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.

RECOMMENDATION

1. Approve modifications to the compensation package for the City Manager, including (A) a salary adjustment for the City Manager of approximately 3.0% retroactive to May 1, 2025, effective May 11, 2025, resulting in a new annual salary of approximately $430,767.36, with a corresponding retroactive payment of ·$8,686.10, and (B) modification of the performance appraisal process as set forth in Amendment No. 1;

2. Approve, and authorize the Mayor to sign, Amendment No. 1. to the Employment Agreement with City Manager Jovan D. Grogan; and
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3. Adopt a Resolution updating the Unclassified Salary Plans (effective May 11, 2025) approved January 27, 2026.

Reviewed by: Marco Mercado, Acting Director of Human Resources Approved by: Lisa M. Gillmor, Mayor

ATTACHMENTS

1. Employment Agreement between the City of Santa and Jovan D. Grogan

2. Amendment No. 1 to Employment Agreement between the City of Santa Clara and Jovan D.

Grogan

3. Resolution Approving and Adopting Updated Unclassified Salary Plans (effective May 11, 2025) approved January 27, 2026

4. Unclassified Salary Plans (effective May 11, 2025) approved January 27, 2026 City of Santa Clara Page 3 of 3 Printed on 1/23/2026
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AMENDMENT NO. 1

TO THE EMPLOYMENT AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
JOVAN D. GROGAN

PREAMBLE
This agreement ("Amendment No. 1 ") is entered into between the City of Santa Clara, California, a chartered California municipal corporation ("City") and Jovan D. Grogan ("Employee"). City and Employee may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. The Parties previously entered into an agreement entitled "Employment Agreement" effective May 1, 2023 ("Agreement"); and
B. The Agreement provided for a two percent (2.0%) Cost of Living Adjustment ("COLA"), effective the first regular pay period in 2024, which was timely applied; and
C. In January 2024, the City Council approved a merit-based salary adjustment of approximately 1.23%, bringing the salary for the City Manager to $418,220.76; and
D. The Parties entered into the Agreement for the purpose of appointing and employing Employee as the City Manager and associated duties, and the Parties now wish to amend the Agreement to adjust salary, including retroactive payment to May 1, 2025, and to clarify procedures relating to performance appraisal and compensation.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 3.1 of the Agreement, entitled "Salary" is amended to read as follows:

3.1 . Salary. Employee shall receive an annual salary of Four Hundred Thirty Thousand and Seven Hundred Sixty Seven Dollars ($430,767.38), less all authorized or appropriate deductions and withholdings, payable in pro-rata increments on regular City paydays, effective as of the first date of the pay period covering the date of Council approval of Amendment No.

1. Employee shall also receive a lump sum payment equal to a 3% salary increase retroactive to May 11 , 2025 (the start of the first pay period after May 1, 2025), through the first date of the pay period covering the date of Amendment No. 1 to Employment Agreement- Jovan D. Grogan Page 1 Council approval of Amendment No. 1. This retroactive payment shall be made within two full pay periods of approval of Amendment No. 1.

2. Section 3.2 of the Agreement as Amended, entitled "Adjustments" is amended to read as follows:

3.2. Adjustments.
(a) Employee shall receive a two percent (2.0%) Cost of Living Adjustment ("COLA") to their Base Salary, effective the first regular pay period in 2024.
(b) Prior to the first regular pay period in 2024, and in conjunction with Employee's annual performance appraisal ( see Section 4 below), the City Council will meet with the Employee for the express purpose of determining, in its sole discretion, whether to grant Employee a merit­ based salary adjustment, in an amount deemed appropriate by the City Council and otherwise permitted by law. This merit-based salary adjustment would be in addition to the COLA identified in Section 3.2, subsection (a) above.
(c) Following January 30, 2024, Council will, in its sole discretion, determine whether to provide Employee with any additional base salary or other compensation adjustments following completion of the annual performance appraisal as described in Section 4 below, or at any other time within the discretion of the City Council, the City Council (or some subset thereof) shall meet or otherwise communicate with Employee for the express purpose of determining any appropriate salary adjustment. In determining any appropriate salary adjustment, the City Council shall take into account cost-of-living and merit adjustments provided to Unit 9, but the ultimate decision regarding the timing and the amount of any adjustment, including but not limited to cost of living, is within the sole discretion of the City Council.

3. Section 4 entitled "Performance Appraisal" of the Agreement as Amended is amended to read as follows:

4. Performance Appraisal. The City Council will make its best efforts to undertake a performance appraisal of the Employee at least once every twelve (12) months following the Employee's original date of hire. The City Council maintains discretion to conduct performance appraisals more frequently if necessary. Performance Appraisals shall be conducted annually. The process and timing for conducting the annual appraisal shall be set forth by City Council (e.g., in a Council Policy Manual section). (a) If City Council does not complete the Performance Appraisal process on or before May 31st, then Employee shall receive a Amendment No. 1 to Employment Agreement - Jovan D. Grogan Page2 salary increase of 2% or applicable most recent one-year CPl1, whichever is less, retroactive to May 1 , or the first day of the pay period immediately following May 1 , of that year. This salary increase is subject to the potential for an additional increase (but shall not be subject to decrease) upon completion of the performance review process.

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

The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

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

S~JATA REUTER
C ~ et Assistant City Attorney
Dated: 2/ ':J.5./ ZD Zlo
Mayor
~ Employee
1 Consumer Price Index for All Urban Consumers (CPI-U) for San Francisco-Oakland-Hayward Amendment No. 1 to Employment Agreement - Jovan D. Grogan Page 3 23-44

REPORT TO COUNCIL

SUBJECT
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
Agenda Date: 1/10/2023
Action on Appointment of City Attorney and Approval of the Employment Agreement between City of Santa Clara and Glen R. Googins

RECOMMENDATION
No Recommendation from Staff

ATTACHMENT
Employment Agreement By and Between the City of Santa Clara, California and Glen R. Googins City of Santa Clara Page 1 of 1 Printed on 5/14/2025
DocuSign Envelope ID: OF7102F6-8C17-4858-A769-AD9FD96449DF

EMPLOYMENT AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND
GLEN R. GOOGINS
This EMPLOYMENT AGREEMENT is made by and between the City of Santa Clara, California, a chartered California municipal corporation ("City") and Glen R. Googins ("Employee") as of January 10, 2023.

RECITALS
This Agreement is entered into on the basis of the following facts, among others:

A. City, acting with the approval of its duly elected City Council, desires to appoint and employ Glen R. Googins as its City Attorney, including positions connected with the City's related entities such as the Stadium Authority, subject to the terms and conditions set forth in this Agreement, the Government Code of the State of California, the Santa Clara City Code and the Charter of the City of Santa Clara (the "Charter").

B. The Charter provides, among other things, that the City Attorney shall be appointed by, and serve at the pleasure of the City Council.

C. Employee desires to be employed by the City as its City Attorney, subject to the terms and conditions set forth in this Agreement, the Government Code of the State of California, the Santa Clara City Code and the Charter.

D. City and Employee desire to establish specific terms and conditions relating to compensation, including salary and benefits, performance evaluations and related matters.

AGREEMENT PROVISIONS
BASED UPON THE FOREGOING, CITY AND EMPLOYEE AGREE AS FOLLOWS:

1. Employment. City Council appoints and employs Employee as City Attorney with the City of Santa Clara and Employee accepts the appointment and employment. Employee acknowledges and agrees that as City Attorney, Employee serves in an at-will capacity, serving at the pleasure of the City, with no expectation of continued employment, and with no right to pre-or-post-separation due process or appeal. Such appointment and employment shall be effective on March 1, 2023 and shall continue until such time as this Agreement is terminated in a manner specified herein.

2. Duties of the City Attorney . Employee shall perform the duties established for the City Attorney by the Charter, Santa Clara City Code, City Council and any applicable law, ordinance, resolution, rule or regulation including as reflected in the description of duties Employment Agreement
302407.10