City Council and Authorities Concurrent
July 7, 2026

2. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 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 SANT A CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated: -------- - -----
~ JOVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
"CITY"
MOVEABLE, INC.
a California corporation
Dated: 4/20/2026
By (Signature): _-g/) _______ (::::: ___________ _
Name: Thomas Ryan Sebastian
Title: Chief Executive Officer
Principal Place of 2160Tully Road
Business Address: . San Jose, CA 95122
Email Address: rvanrwm bl. o ---===================~--- - ----- - -- Telephone : 408-425-3136
Fax: ------- -------- - --"CONSULTANT"
Amendment No. 1 to Agreement/Moveable, Inc.

Rev. 10/25/2019

Amendment No. 1 to Agreement/Moveable, Inc. Page 1
Rev. 10/25/19
Ebix Insurance No. S200005818

AMENDMENT NO. 2

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
MOVEABLE, INC.

PREAMBLE
This agreement (“Amendment No. 2”), effective as of ___________________(“Effective Date”), is entered into between the City of Santa Clara, California, a chartered California municipal corporation (“City”) and Moveable, Inc., a California corporation (“Consultant”). City and Consultant 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 in to an agreement entitled “Agreement for Services Between the City of Santa Clara and Moveable, Inc., dated January 29, 2026 (“Original Agreement”); and
B. On May 26, 2026, the Parties exec uted Amendment No.1 to the Original Agreement to increase the maximum compensation (collectively the Original Agreement and Amendment No. 1 referred to as the “Agreement”); and C. The Parties entered into the Agreement for the purpose of having Contractor provide event planning and production services, and the Parties now wish to amend the Agreement to increase compensation.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 6 of the Agreement, entitled “Compensation and Payment” is revised to increase compensation and shall read as follows:
“In consideration for Consultant’s complete performance of Services, City shall pay Consultant for all materials provided and Services rendered by Consultant in accordance with Exhibit B, entitled “SCHEDULE OF FEES”. The maximum compensation of this Agreement is Five Hundred Fifty Thousand Dollars ($550,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials, and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Consultant’s Amendment No. 2 to Agreement/Moveable, Inc.

expense. Consultant shall not be entitled to any payment above the maximum compensation under any circumstances.

2. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 2, the provisions of this Amendment No. 2 shall control.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

GLEN R. GOOGINS
City Attorney

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

MOVEABLE, INC.
a California corporation

Dated:

By (Signature):

Name: Thomas R yan Sebastian
Title: Chief Executive Office r
Principal Place of
Business Address:
2160Tully Road
San Jose, CA 95122
Email Address: [email protected]
Telephone: 408-425-3136
Fax:
“CONSULTANT”

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-414 Agenda Date: 7/7/2026

REPORT TO COUNCIL

SUBJECT
Action on Award of Public Works Contract for the Bowers Park Parking Lot Rehabilitation Project to O’Grady Paving, Inc. and Approval of Related Budget Amendments

BACKGROUND
The Bowers Park Parking Lot Rehabilitation Project (Project) includes the rehabilitation of the public parking lot at Bowers Park, located at 2582 Cabrillo Avenue (Attachment 1). The scope of work includes pavement rehabilitation, installation of green stormwater infrastructure, energy-efficient LED lighting, electric vehicle charging stations, a solar canopy, and improvements for vehicle circulation.

The Project is partially funded by a San Francisco Bay Water Quality Improvement Fund (SFBWQIF) grant through the United States Environmental Protection Agency. In 2021, the cities of Palo Alto and Santa Clara partnered on a multi-city grant to demonstrate the effectiveness of retrofitting parking lots with green stormwater infrastructure, with Palo Alto serving as the lead agency for the grant. On June 8, 2021, the City Council authorized the City Manager to execute the SFBWQIF Grant Agreement (Fund Agreement) with the City of Palo Alto for the Project. The Fund Agreement enables the City to receive grant reimbursements for the parking lot improvements through Palo Alto.

On May 7, 2024, the City Council approved an agreement with Bellecci and Associates, Inc. to provide engineering services to design the project and prepare it for public works bidding.

DISCUSSION
On March 31, 2026, a competitive Request for Bids (RFB) for construction of the Project was published on the City’s bid notification system, BidNet Direct. The RFB was viewed by various vendors, including contractors, suppliers, plan rooms, and builder exchanges, among others.

Additional vendors were able to view the RFB as members of various plan rooms and builder exchanges. Staff also reached out directly to contractors and vendors who have viewed similar projects in the past.

On April 23, 2026, the bid opening for the Project was held via video conference. Nine bids were received ranging from $1,641,081 to $2,053,869. The Bid Summary is included as Attachment 2. The lowest bid, submitted by O’Grady Paving, Inc. (O’Grady) in the amount of $1,641,081, is 14 percent below the engineer’s estimate of $1,919,000. O’Grady’s bid was reviewed by Public Works staff and the City Attorney’s Office for compliance with the terms and conditions of the bid documents and has been determined to be the lowest responsive and responsible bid. Staff recommends awarding the construction contract to O’Grady Paving, Inc.

Award of contract will enable construction of the Project to commence with substantial completion of the Project anticipated by early 2028. The date is subject to change based on any unforeseen City of Santa Clara Printed on 7/2/2026Page 1 of 4
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26-414 Agenda Date: 7/7/2026
conditions discovered during construction. The contract includes prevailing wage requirements.

ENVIRONMENTAL REVIEW
This project being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15301 (c), “Existing Facilities,” as the activity consists of the repair, maintenance or minor alteration of existing facilities involving no or negligible expansion of the use beyond that presently existing.

Although the Project is a recipient of federal funding, it does not require review under the National Environmental Policy Act (“NEPA”) since NEPA does not apply to San Francisco Bay Water Quality Improvement Fund (SFBWQIF) projects.

FISCAL IMPACT
The approximate cost of the construction contract is $1,641,081, plus a 15 percent contingency of $246,163 for any potential change orders, for a total not-to-exceed contract amount of $1,887,244.

On May 7, 2024, the City Council approved funding for the design phase of the Bowers Park Parking Lot Rehabilitation Project in the Storm Drain Capital Fund. It was anticipated that additional funding would be needed for the construction phase and would be presented to the Council for future consideration. To fund the construction phase, staff recommends appropriating an additional $1,720,000 to the project, including $550,900 of Greenhouse Gas Program funds from the Electric Operating Grant Trust Fund and $1,169,100 of Mitigation Fee Act (MFA) funds from the Parks and Recreation Capital Fund.

Greenhouse Gas Program funds will support the installation of the solar canopy and electric vehicle charging infrastructure, while the MFA funds will cover the remaining project costs associated with the parking lot rehabilitation. The use of MFA funds for this project is consistent with the purpose and intended use of the fee program. MFA funds are used to support public park and recreational facilities needed to accommodate growth attributable to new development. The City’s 2019 “Park and Recreation Facilities Development Impact Fee Update Study” projected continued population growth and corresponding increased demand for park land, recreational amenities, and supporting infrastructure. The proposed improvements support that purpose by expanding parking capacity and improving supporting infrastructure necessary to maintain recreational access, usability, and service levels for existing and future residents.

Budget Amendments
FY 2026/27
Current Increase/
(Decrease)
Revised
Electric Operating Grant Trust Fund
Transfers To
Storm Drain Capital Fund $0 $550,900 $550,900
Fund Balance
Ending Fund Balance - Greenhouse Gas $18,193,096 ($550,900) $17,642,196 Parks and Recreation Capital Fund
Transfers To
Storm Drain Capital Fund $0 $1,169,100 $1,169,100
Fund Balance
Ending Fund Balance - Mitigation Fee Act $25,954,751 ($1,169,100) $24,785,651 Storm Drain Capital Fund
Transfers From
Electric Operating Grant Trust Fund $0 $550,900 $550,900 Transfers From
Parks and Recreation Capital Fund $0 $1,169,100 $1,169,100 Expenditures
Bowers Park Parking Lot Rehabilitation $224,124 $1,720,000 $1,944,124 City of Santa Clara Printed on 7/2/2026Page 2 of 4
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26-414 Agenda Date: 7/7/2026
Current Increase/
(Decrease)
Revised
Electric Operating Grant Trust Fund
Transfers To
Storm Drain Capital Fund $0 $550,900 $550,900
Fund Balance
Ending Fund Balance - Greenhouse Gas $18,193,096 ($550,900) $17,642,196 Parks and Recreation Capital Fund
Transfers To
Storm Drain Capital Fund $0 $1,169,100 $1,169,100
Fund Balance
Ending Fund Balance - Mitigation Fee Act $25,954,751 ($1,169,100) $24,785,651 Storm Drain Capital Fund
Transfers From
Electric Operating Grant Trust Fund $0 $550,900 $550,900 Transfers From
Parks and Recreation Capital Fund $0 $1,169,100 $1,169,100 Expenditures
Bowers Park Parking Lot Rehabilitation $224,124 $1,720,000 $1,944,124

COORDINATION
This report has been coordinated with the Finance Department, Silicon Valley Power, the Parks and Recreation Department, and the City Attorney’s Office.

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

RECOMMENDATION

1. Determine that the proposed actions are exempt from CEQA pursuant to Section 15301 (Existing Facilities) of Title 14 of California Code of Regulations;

2. Award the Public Works Contract for the Bowers Park Parking Lot Rehabilitation Project to the lowest responsive and responsible bidder, O’Grady Paving, Inc., in the amount of $1,641,081 and authorize the City Manager to execute any and all documents associated with and necessary for the award, completion, and acceptance of this Project, in final forms approved by the City Attorney;

3. Authorize the City Manager to execute change orders up to approximately 15 percent of the original contract price, or $246,163, for a total not-to-exceed amount of $1,887,244; and

4. Approve the following FY 2026/27 budget amendments:
a. In the Electric Operating Grant Trust Fund, establish a transfer to the Storm Drain Capital Fund in the amount of $550,900 and reduce the Greenhouse Gas ending fund balance by $550,900 (five affirmative Council votes required for the use of unused balances); b. In the Parks and Recreation Capital Fund, establish a transfer to the Storm Drain Capital Fund in the amount of $1,169,100 and reduce the Mitigation Fee Act ending fund balance by $1,169,100 (five affirmative Council votes required for the use of unused balances); and City of Santa Clara Printed on 7/2/2026Page 3 of 4
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26-414 Agenda Date: 7/7/2026
c. In the Storm Drain Capital Fund, recognize transfers from the Electric Operating Grant Trust Fund in the amount of $550,900 and from the Parks and Recreation Capital Fund in the amount of $1,169,100, and increase the Bowers Park Parking Lot Rehabilitation project appropriation by $1,720,000 (five affirmative Council votes required to appropriate additional revenue).

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. Project Location Map

2. Bid Summary
City of Santa Clara Printed on 7/2/2026Page 4 of 4
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City of Santa Clara

Attachment No. 2
Bid Summary

26-414

REPORT TO COUNCIL

SUBJECT
Action on Award of Public Works Contract for the Bowers Park Parking Lot Rehabilitation Project to O’Grady Paving, Inc. and Related Budget Amendments

BID SUMMARY Bid Opening Date: April 23, 2026
ENGINEER’S ESTIMATE: $ 1,919,000.00
Contractor Total Bid ($) Percentage above/below
Engineer’s Estimate
O'Grady Paving, Inc $1,641,081.00 14% below
Suarez & Munoz Construction, Inc $1,690,040.00 12% below Joseph J. Albanese, Inc $1,698,463.00 11% below
QLM, Inc $1,699,137.00 11% below
Silicon Valley Paving, Inc $1,706,227.00 11% below
S&H Construction, Inc $1,798,480.00 6% below
Azul Works, Inc $1,828,000.00 5% below
Interstate Grading & Paving, Inc $1,838,220.00* 4% below Galeb Paving, Inc $2,053,869.00 7% above
*The amount shown reflects corrections by the City pursuant to paragraph 18.C. of Document 00200, Instructions to Bidders, of the specifications due to mathematical discrepancies in the Bid.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-700 Agenda Date: 7/7/2026

REPORT TO COUNCIL

SUBJECT
Action to Adopt a Resolution Amending the FY 2026/27 Municipal Fee Schedule to Adjust Rounding under the Community Development Department’s Building Division and to Amend Fees under the Electric Utility Department

BACKGROUND
The FY 2026/27 Municipal Fee Schedule (“Fee Schedule”) was adopted by the City Council on April 21, 2026 via Resolution No. 26-9552. As part of the update reflected in the FY 2026/27 Fee Schedule, staff recommended the rounding of fees that included cents, in an effort to address any issues arising from the penny shortage should customers pay in cash for any fees in the schedule.

During the Public Hearing on April 21st, changes to the Department of Public Works’ Engineering Division section were approved to adjust the rounding of fees to the nearest nickel, as opposed to the nearest dollar, to remain as close to cost recovery as possible. These rounding adjustments, however, were not brought forward for the Community Development Department’s Building Division.

A large portion of the Building Division’s fees are charged based on scaled increments. These are the types of fees that staff is recommending be rounded down to the nearest nickel, rather than down to the nearest dollar.

Fees listed in the Fee Schedule are based on the full costs of offering particular services, with no fees set higher than that full cost. Under the Electric Utility Department, there were two fees with incorrect cost of services noted, leading to the fees being set incorrectly. Staff is recommending corrections to those two fees.

DISCUSSION
The Building Division is funded almost solely by the fee revenue collected as part of the City’s development review process, which includes plan review, permitting, and inspection services. As such, setting fees as close to cost recovery as possible is paramount for the Building Division to maintain the staffing levels required to continue offering high levels of customer service. Collecting fees also enables the Division to invest in technology to gain efficiencies and streamline the permitting process.

The Building Division uses the Accela permitting system to charge and collect its fees, as outlined in the Municipal Fee Schedule. Upon the annual adoption of the Fee Schedule, staff updates the permitting system to reflect the fees for the upcoming fiscal year. During this update, Building staff discovered that the rounding of the fees would amount to a significant loss of revenue when compared to the cost of providing these services.

As mentioned, many of the Division’s fees are scaled increments. Because of this fee structure, the City of Santa Clara Printed on 7/2/2026Page 1 of 3
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26-700 Agenda Date: 7/7/2026
rounding of the fees greatly impacts the revenue that can be collected. Staff estimates an impact of approximately $957,000 in fee collections will occur without taking action to adopt this recommended change.

The Electric Utility Department had two fees: 1) Underground - New Single Family/Residential and 2) Underground - New Multiple Units/Residential that cited the incorrect cost of service amount under the “Full Cost” portion of the Fee Schedule. Because these fees were set at full cost recovery based on the “Full Cost” amount, the fees adopted need to be corrected to align with the corrected cost of service.

The updated fees (26) are reflected in Attachment 2 (Building Division) and Attachment 3 (Electric Utility Department) of this staff report.

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

FISCAL IMPACT
Because a significant portion of Building fees are based on scaled increments and project valuations, the fees are more sensitive to rounding adjustments.

In FY 2025/26, the Building Division received 23 projects with a valuation of over $10.0 million. Using these 23 projects as a sample, the adopted FY 2026/27 fee schedule would result in a loss of approximately $750,000. Additionally, under the Fire Department, there are several Building Plan fees for Fire and CUPA services that are calculated as a percentage of the Building Plan Review fees. With the FY 2026/27 adopted fees, staff estimates an additional impact of approximately $207,000. Below is a high-level breakdown of the valuation ranges and the estimated impact fee revenue impact of the FY 2026/27 adopted fees, when compared to the FY 2026/27 recommended fees.

Because the development fee programs rely almost completely on fee revenue, potentially losing nearly $1.0 million in collections could greatly impact operations. Setting fees at or as close to full cost recovery as possible provides the Departments opportunities to invest in streamline operations, bring on additional staff needed, and improve customer service levels while leaving reserves intact for works in progress and future investments.

City of Santa Clara Printed on 7/2/2026Page 2 of 3
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Estimated Potential Fiscal lmoact
Planning Check Technology Advanced Planning Building Plan - Valuation Ran{le and Pernit Fee Fee .Surchar{le Fir,e Total Greater Than $10 ,000,000 (4-82,000) (1'6,000) (60,000) (1fi9,, 000) (727,000) $3 ,000,000 to $10 ,000,000 (25 ,000) (100) (3,000) (9,, 000) (37,100) $750 ,000 to $3 ,000,000 (74,000) ( 2,000) (9,,000) (1'6,000) (101,000) $150 ,000 to $750 ,000 ('69,000) (2,000) (8,000) ( 13,000) (9'2,000) Total f6'5.0,000) f20,1H)1 (801000) t207,1000} 11:95-7, 1100) 26-700 Agenda Date: 7/7/2026

COORDINATION
This report has been coordinated with the City Attorney’s Office, Community Development and Electric Utility 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
Adopt a Resolution Amending the FY 2026/27 Municipal Fee Schedule to Adjust Rounding under the Community Development Department’s Building Division and to Amend Fees under the Electric Utility Department Effective Immediately
Reviewed by: Kenn Lee, Director of Finance
Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Resolution Adopting the Changes to the FY 2026/27 Municipal Fee Schedule

2. FY 2026/27 Municipal Fee Schedule Amendment - Building Division

3. FY 2026/27 Municipal Fee Schedule Amendment - Electric Utility Department City of Santa Clara Printed on 7/2/2026Page 3 of 3
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Resolution/Municipal Fee Schedule Page 1 of 2
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA
AMENDING THE FISCAL YEAR 2026/27 MUNICIPAL FEE

SCHEDULE TO ADJUST ROUNDING UNDER THE COMMUNITY
DEVELOPMENT DEPARTMENT’S BUILDING DIVISION AND

AMEND FEES UNDER THE ELECTRIC UTILITY DEPARTMENT

WHEREAS, under the provisions of the City of Santa Clara Charter, Municipal Code, Constitution of the State of California, and California Government Code, fees and charges assessed by the City of Santa Clara may be amended or modified upon the adoption of a Resolution by the City Council;
WHEREAS, on April 21, 2026, the City Council held a public hearing on the Fees set forth in the Municipal Fee Schedule.

WHEREAS, on April 21, 2026, the City Council adopted the FY 2026/27 Municipal Fee Schedule (Resolution 26-9552), which included the rounding down of Building Fees to the nearest dollar and Underground – New Fees under the Electric Utility Department; WHEREAS, in accordance with the City’s analysis and review, the City now desires to amend the Building Division Fees as detailed in the FY 2026/27 Adopted Municipal Fee Schedule to adjust Building Division Fees by rounding down fees to the nearest nickel; WHEREAS, the City seeks to adjust the Underground – New for Single Family/Residential and the Underground – New for Multiple Units/Residential Fees under the Electric Utility Department and charge for the corrected cost of service;
WHEREAS, in adopting the amended Fee Schedule and this Resolution, the City exercises its powers under (a) Article XI, Section 7 of the California Constitution, (b) Article XIIIC of the California Constitution, (c) Section 50076 of the California Government Code, (d) the Charter of the City of Santa Clara, (e) the Code of the City of Santa Clara, California, and (f) any other applicable laws;
NOW THEREFORE, BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

1. That the City Council hereby finds that the above Recitals are true and correct and by Resolution/Municipal Fee Schedule Page 2 of 2
this reference makes them a part hereof.

2. The FY 2026/27 Municipal Fee Schedule is hereby amended to modify the Community Development Department’s Building Division Fees by rounding down to the nearest nickel, as reflected in Attachment 1, and modify the Electric Utility Department’s Underground – New for Single Family/Residential and the Underground – New for Multiple Units/Residential Fees, as reflected in Attachment 2.

3. 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 14TH DAY OF JULY 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. City of Santa Clara 2026/27 Municipal Fee Schedule Amendment – Building Division

2. City of Santa Clara 2026/27 Municipal Fee Schedule Amendment – Electric Utility Department

Department / Division: Community Development / Building Resolution: 26-9552 Date Approved: 4/21/2026 Description of Fee, Rate, or Charge Current Fee
Technology Fee
(3.37%) Applies
(Yes or No)
Charging Dept
/ Div
---------------
Collecting Dept
/ Div Comments Revised Fee Fee Change
Date Fee Last
Changed
--------------
Ordinance /
Resolution Number
& Date
Fee Detail
Objective
Prop 26 Exception
(See Reader's Guide)
Full Cost Factor

CITY OF SANTA CLARA MUNICIPAL FEE SCHEDULE
3-B ELECTRICAL PERMIT FEES Charged By: Date: 4/21/2026 Objective: Recover Cost SYSTEM FEE SCHEDULE Building Division
Res. No. 26-9552 Prop 26 Exception: 1, 2, 3
New Buildings or Alterations Collected By:

Commercial Buildings per sq. ft. 0.30$ Yes Building Division Full Cost: 0.34$ 0.30$ Residential Buildings per sq. ft. 0.24$ Yes Full Cost: 0.24$ 0.24$ New garages, carports and accessory 0.10$ Yes Full Cost: 0.10$ 0.10$ buildings per sq. ft.

Private Swimming Pools Charged By: Date: 4/21/2026 Objective: Recover Cost For new private, in-ground swimming 366.00$ Yes Building Division 366.00$ pools for single-family and multi-family Res. No. 26-9552 Prop 26 Exception: 1, 2, 3 occupancies Collected By:

Building Division Full Cost: 366.00$
Outdoor Events Charged By: Date: 4/21/2026 Objective: Recover Cost For electric generators and 366.00$ Yes Building Division Prop 26 Exception: 1, 2, 3 366.00$ electrically driven rides Res. No. 26-9552 Full Cost: 366.00$ Collected By:

For mechanically driven rides and 366.00$ Yes Building Division Full Cost: 366.00$ 366.00$ walk-through attractions or
displays having electric lighting
For a system of area and booth lighting 366.00$ Yes Full Cost: 366.00$ 366.00$ Temporary Power Service
Charged By: Date: 4/21/2026 Objective: Recover Cost
For a temporary service power pole or 366.00$ Yes Building Division Prop 26 Exception: 1, 2, 3 366.00$ pedestal-mounted receptacle outlets and Res. No. 26-9552 appurtenances Collected By: Full Cost: 366.00$
Building Division
For a temporary distribution system and 366.00$ Yes Full Cost: 366.00$ 366.00$ temp lighting and receptacle outlets for
construction sites, decorative lights,
Christmas tree sales lots,
fireworks stands, etc.

UNIT FEE SCHEDULE Charged By: Date: 4/21/2026 Objective: Recover Cost Building Division
Receptacle, Switch and Lighting
Res. No. 26-9552 Prop 26 Exception: 1, 3
Outlets Collected By:

First 20, each 4.00$ Yes Building Division Full Cost: 4.07$ 4.00$ Additional fixtures, each 3.00$ Yes Full Cost: 3.05$ 3.05$ 1.7% Reference: CMD 109 4 - 3
Department / Division: Community Development / Building Resolution: 26-9552 Date Approved: 4/21/2026 Description of Fee, Rate, or Charge Current Fee
Technology Fee
(3.37%) Applies
(Yes or No)
Charging Dept
/ Div
---------------
Collecting Dept
/ Div Comments Revised Fee Fee Change
Date Fee Last
Changed
--------------
Ordinance /
Resolution Number
& Date
Fee Detail
Objective
Prop 26 Exception
(See Reader's Guide)
Full Cost Factor

CITY OF SANTA CLARA MUNICIPAL FEE SCHEDULE
Lighting Fixtures Charged By: Date: 4/21/2026 Objective: Recover Cost First 20 fixtures, each 4.00$ Yes Building Division Prop 26 Exception: 1, 3 4.00$ Res. No. 26-9552 Full Cost: 4.07$
Additional fixtures, each 3.00$ Yes Collected By: 3.05$ 1.7% Building Division Full Cost: 3.05$
For pole or platform-mounted lighting 8.00$ Yes 8.00$ fixtures, each Full Cost: 8.13$
For theatrical-type lighting fixtures or 8.00$ Yes Full Cost: 8.13$ 8.00$ assemblies, each
Residential Appliances Charged By: Date: 4/21/2026 Objective: Recover Cost For fixed residential appliances or 24.00$ Yes Building Division 24.00$ receptacle outlets, each Res. No. 26-9552 Prop 26 Exception: 1, 3 Collected By:

Building Division Full Cost: 24.40$
Power Apparatus Charged By: Date: 4/21/2026 Objective: Recover Cost Up to and including 1, each 40.00$ Yes Building Division Prop 26 Exception: 1, 2, 3 40.00$ Res. No. 26-9552 Full Cost: 40.67$
Over 1 and not over 10, each 61.00$ Yes Collected By: Full Cost: 61.00$ 61.00$ Building Division
Over 10 and not over 50, each 101.00$ Yes Full Cost: 101.67$ 101.00$ Over 50 and not over 100, each 122.00$ Yes Full Cost: 122.00$ 122.00$ Over 100, each 162.00$ Yes Full Cost: 162.67$ 162.00$ Busways Charged By: Date: 4/21/2026 Objective: Recover Cost For trolley and plug-in-type busways, 101.00$ Yes Building Division Prop 26 Exception: 1, 2, 3 101.00$ each 100 feet Res. No. 26-9552
Collected By: Full Cost: 101.67$
Building Division
Signs, Outline Lighting and Marquees Charged By: Date: 4/21/2026 Objective: Recover Cost For signs, outline lighting systems or 101.00$ Yes Building Division Prop 26 Exception: 1, 2, 3 101.00$ marquees supplies from one branch Res. No. 26-9552
circuit Collected By: Full Cost: 101.67$
Building Division
For additional branch circuits with 81.00$ Yes Full Cost: 81.33$ 81.00$ the same sign, outline lighting system or
marquee
Reference: CMD 109 4 - 4
Department / Division: Community Development / Building Resolution: 26-9552 Date Approved: 4/21/2026 Description of Fee, Rate, or Charge Current Fee
Technology Fee
(3.37%) Applies
(Yes or No)
Charging Dept
/ Div
---------------
Collecting Dept
/ Div Comments Revised Fee Fee Change
Date Fee Last
Changed
--------------
Ordinance /
Resolution Number
& Date
Fee Detail
Objective
Prop 26 Exception
(See Reader's Guide)
Full Cost Factor

CITY OF SANTA CLARA MUNICIPAL FEE SCHEDULE
3-G GRADING PLAN REVIEW FEES Charged By: Date: 4/21/2026 Objective: Recover Cost Building Division Prop 26 Exception: 1, 2, 3
50 cubic yards or less No Fee Yes Res. No. 26-9552 Full Cost: -$ No Fee Collected By:
51 to 100 cubic yards 366.00$ Yes Building Division Full Cost: 366.00$ 366.00$ 101 to 1,000 cubic yards 976.00$ Yes Full Cost: 976.00$ 976.00$ 1,001 to 10,000 cubic yards 1,464.00$ Yes Full Cost: 1,464.00$ 1,464.00$ 10,001 to 100,000 cubic yards - base 2,440.00$ Yes Full Cost: 2,440.00$ 2,440.00$ Each additional 10,000 cubic yards 108.00$ Yes Full Cost: 108.44$ 108.40$ 0.4% 100,001 to 200,000 cubic yards - base 3,416.00$ Yes Full Cost: 3,416.00$ 3,416.00$ Each additional 10,000 cubic yards 244.00$ Yes Full Cost: 244.00$ 244.00$ 200,001 cubic yards or more - base 5,856.00$ Yes Full Cost: 5,856.00$ 5,856.00$ Each additional 10,000 cubic yards 122.00$ Yes Full Cost: 122.00$ 122.00$ 3-H GRADING PERMIT FEES Charged By: Date: 4/21/2026 Objective: Recover Cost Building Division Prop 26 Exception: 1, 2, 3
100 cubic yards or less 488.00$ Yes Res. No. 26-9552 Full Cost: 488.00$ 488.00$ Collected By:
101 to 1,000 cubic yards - base 488.00$ Yes Building Division Full Cost: 488.00$ 488.00$ Each additional 100 cubic yards 81.00$ Yes Full Cost: 81.33$ 81.30$ 0.4% 1,001 to 10,000 cubic yards - base 1,220.00$ Yes Full Cost: 1,220.00$ 1,220.00$ Each additional 1,000 cubic yards 54.00$ Yes Full Cost: 54.22$ 54.20$ 0.4% 10,001 to 100,000 cubic yards - base 1,708.00$ Yes Full Cost: 1,708.00$ 1,708.00$ Each additional 10,000 cubic yards 216.00$ Yes Full Cost: 216.89$ 216.85$ 0.4% 100,001 cubic yards or more - base 3,660.00$ Yes Full Cost: 3,660.00$ 3,660.00$ Each additional 10,000 cubic yards 108.00$ Yes Full Cost: 108.44$ 108.40$ 0.4% Reference: CMD 109 4 - 10
Department / Division: Community Development / Building Resolution: 26-9552 Date Approved: 4/21/2026 Description of Fee, Rate, or Charge Current Fee
Technology Fee
(3.37%) Applies
(Yes or No)
Charging Dept
/ Div
---------------
Collecting Dept
/ Div Comments Revised Fee Fee Change
Date Fee Last
Changed
--------------
Ordinance /
Resolution Number
& Date
Fee Detail
Objective
Prop 26 Exception
(See Reader's Guide)
Full Cost Factor

CITY OF SANTA CLARA MUNICIPAL FEE SCHEDULE
SINGLE-FAMILY / DUPLEX / Charged By: Date: 4/21/2026 Objective: Recover Cost ADDITIONAL DWELLING UNIT Building Division
RESIDENTIAL SCALED PLAN REVIEW Res. No. 26-9552 Prop 26 Exception: 1, 2, 3

AND PERMIT FEE
PLAN REVIEW Collected By:

Building Division
Project Size
1 to 250 sq. ft. 732.00$ Yes Full Cost: 732.00$ 732.00$ 251 to 1,000 sq. ft.

First 250 sq. ft. 732.00$ Yes Full Cost: 732.00$ 732.00$ Each additional 100 sq. ft. or 292.00$ Yes Full Cost: 292.80$ 292.80$ 0.3% fraction thereof
1,001 to 3,000 sq. ft.

First 1,000 sq. ft. 2,928.00$ Yes Full Cost: 2,928.00$ 2,928.00$ Each additional 100 sq. ft. or 146.00$ Yes Full Cost: 146.40$ 146.40$ 0.3% fraction thereof
3,001 to +
First 3,000 sq. ft. 5,856.00$ Yes Full Cost: 5,856.00$ 5,856.00$ Each additional 100 sq. ft. or 73.00$ Yes Full Cost: 73.20$ 73.20$ 0.3% fraction thereof
PERMIT FEE Charged By: Date: 4/21/2026 Objective: Recover Cost Building Division Prop 26 Exception: 1, 2, 3
Project Size Res. No. 26-9552
1 to 250 sq. ft. 812.00$ Yes Collected By: Full Cost: 812.52$ 812.00$ Building Division
251 to 1,000 sq. ft.

First 250 sq. ft. 812.00$ Yes Full Cost: 812.52$ 812.00$ Each additional 100 sq. ft. or 249.00$ Yes Full Cost: 249.53$ 249.50$ 0.2% fraction thereof
1,001 to 3,000 sq. ft.

First 1,000 sq. ft. 2,684.00$ Yes Full Cost: 2,684.00$ 2,684.00$ Each additional 100 sq. ft. or 211.00$ Yes Full Cost: 211.43$ 211.40$ 0.2% fraction thereof
3,001 to +
First 3,000 sq. ft. 6,912.00$ Yes Full Cost: 6,912.52$ 6,912.00$ Each additional 100 sq. ft. or 105.00$ Yes Full Cost: 105.71$ 105.70$ 0.7% fraction thereof
Reference: CMD 109 4 - 15
Department / Division: Community Development / Building Resolution: 26-9552 Date Approved: 4/21/2026 Description of Fee, Rate, or Charge Current Fee
Technology Fee
(3.37%) Applies
(Yes or No)
Charging Dept
/ Div
---------------
Collecting Dept
/ Div Comments Revised Fee Fee Change
Date Fee Last
Changed
--------------
Ordinance /
Resolution Number
& Date
Fee Detail
Objective
Prop 26 Exception
(See Reader's Guide)
Full Cost Factor

CITY OF SANTA CLARA MUNICIPAL FEE SCHEDULE
COMMERCIAL / MULTI-FAMILY / Charged By: Date: 4/21/2026 Objective: Recover Cost INDUSTRIAL SCALED PLAN REVIEW Building Division
AND PERMIT FEE Res. No. 26-9552
PLAN REVIEW Prop 26 Exception: 1, 2, 3, 6
Collected By:

Project Valuation Building Division
$1 to $1,000 122.00$ Yes Full Cost: 122.00$ 122.00$ $1,001 to $10,000
First $1,000 122.00$ Yes Full Cost: 122.00$ 122.00$ Each additional $1,000 or fraction thereof 20.00$ Yes Full Cost: 20.33$ 20.30$ 1.5% $10,001 to $75,000
First $10,000 305.00$ Yes Full Cost: 305.00$ 305.00$ Each additional $1,000 or fraction thereof 17.00$ Yes Full Cost: 17.83$ 17.80$ 4.7% $75,001 to $150,000
First $75,000 1,464.00$ Yes Full Cost: 1,464.00$ 1,464.00$ Each additional $1,000 or fraction thereof 22.00$ Yes Full Cost: 22.77$ 22.75$ 3.4% $150,001 to $750,000
First $150,000 3,172.00$ Yes Full Cost: 3,172.00$ 3,172.00$ Each additional $1,000 or fraction thereof 7.00$ Yes Full Cost: 7.93$ 7.90$ 12.9% $750,001 to $3,000,000
First $750,000 7,930.00$ Yes Full Cost: 7,930.00$ 7,930.00$ Each additional $1,000 or fraction thereof 5.00$ Yes Full Cost: 5.58$ 5.55$ 11.0% $3,000,001 to $10,000,000
First $3,000,000 20,496.00$ Yes Full Cost: 20,496.00$ 20,496.00$ Each additional $1,000 or fraction thereof 3.00$ Yes Full Cost: 3.28$ 3.25$ 8.3% $10,000,001 to +
First $10,000,000 43,432.00$ Yes Full Cost: 43,432.00$ 43,432.00$ Each additional $1,000 or fraction thereof 1.00$ Yes Full Cost: 1.64$ 1.60$ 60.0% Reference: CMD 109 4 - 16
Department / Division: Community Development / Building Resolution: 26-9552 Date Approved: 4/21/2026 Description of Fee, Rate, or Charge Current Fee
Technology Fee
(3.37%) Applies
(Yes or No)
Charging Dept
/ Div
---------------
Collecting Dept
/ Div Comments Revised Fee Fee Change
Date Fee Last
Changed
--------------
Ordinance /
Resolution Number
& Date
Fee Detail
Objective
Prop 26 Exception
(See Reader's Guide)
Full Cost Factor

CITY OF SANTA CLARA MUNICIPAL FEE SCHEDULE
PERMIT FEE Charged By: Date: 4/21/2026 Objective: Recover Cost Building Division
Project Valuation Res. No. 26-9552 Prop 26 Exception: 1, 2, 3 $1 to $1,000 122.00$ Yes Collected By: Full Cost: 122.00$ 122.00$ Building Division
$1,001 to $10,000
First $1,000 122.00$ Yes Full Cost: 122.00$ 122.00$ Each additional $1,000 or fraction thereof 40.00$ Yes Full Cost: 40.57$ 40.55$ 1.4% $10,001 to $75,000
First $10,000 487.00$ Yes Full Cost: 487.14$ 487.00$ Each additional $1,000 or fraction thereof 22.00$ Yes Full Cost: 22.54$ 22.50$ 2.3% $75,001 to $150,000
First $75,000 1,952.00$ Yes Full Cost: 1,952.00$ 1,952.00$ Each additional $1,000 or fraction thereof 26.00$ Yes Full Cost: 26.03$ 26.00$ $150,001 to $750,000
First $150,000 3,904.00$ Yes Full Cost: 3,904.00$ 3,904.00$ Each additional $1,000 or fraction thereof 9.00$ Yes Full Cost: 9.76$ 9.75$ 8.3% $750,001 to $3,000,000
First $750,000 9,760.00$ Yes Full Cost: 9,760.00$ 9,760.00$ Each additional $1,000 or fraction thereof 4.00$ Yes Full Cost: 4.34$ 4.30$ 7.5% $3,000,001 to $10,000,000
First $3,000,000 19,520.00$ Yes Full Cost: 19,520.00$ 19,520.00$ Each additional $1,000 or fraction thereof 4.00$ Yes Full Cost: 4.04$ 4.00$ $10,000,001 to +
First $10,000,000 47,824.00$ Yes Full Cost: 47,824.00$ 47,824.00$ Each additional $1,000 or fraction thereof 2.00$ Yes Full Cost: 2.02$ 2.00$ Reference: CMD 109 4 - 17
Department / Division: Electric Utility Resolution: 26-9552 Date Approved: 4/21/2026 Description of Fee, Rate, or Charge Current Fee
Technology Fee
(3.37%) Applies
(Yes or No)
Charging Dept
/ Div
---------------
Collecting Dept
/ Div Comments Revised Fee Fee Change
Overhead Lines - New 1,417.00$ No Charged by: Date: 4/21/2026 Objective: Recover Cost Inflationary adjustment only. 1,417.00$ Single Family/Residential per lot Electric Utility Fees will be updated via per lot Res. No. 26-9552 Prop 26 Exception: 1, 2, 6 separate study.

Collected by:

Finance Full Cost: 1,417.14$
Overhead Lines - New 871.00$ No Charged by: Date: 4/21/2026 Objective: Recover Cost Inflationary adjustment only. 871.00$ Multiple Units per unit Electric Utility Fees will be updated via per unit Res. No. 26-9552 Prop 26 Exception: 1, 2, 6 separate study.

Collected by:

Finance Full Cost: 871.52$
Overhead Lines - New 8.00$ No Charged by: Date: 4/21/2026 Objective: Recover Cost Inflationary adjustment only. 8.00$ Street Lighting per front foot Electric Utility Fees will be updated via per front foot Res. No. 26-9552 Prop 26 Exception: 1, 2, 6 separate study.

Collected by:

Finance Full Cost: 8.78$
Underground - New 3,928.00$ No Charged by: Date: 4/21/2026 Objective: Recover Cost Inflationary adjustment only. 2,794.20$ Single Family/Residential per lot Electric Utility Fees will be updated via per lot Res. No. 26-9552 Prop 26 Exception: 1, 2, 6 separate study.

Collected by:

Finance Full Cost: 2,794.22$
Underground - New 3,338.00$ No Charged by: Date: 4/21/2026 Objective: Recover Cost Inflationary adjustment only. 2,375.05$ Multiple Units/Residential per unit Electric Utility Fees will be updated via per unit Res. No. 26-9552 Prop 26 Exception: 1, 2, 6 separate study.

Collected by:

Finance Full Cost: 2,375.09$
Underground - New 21.00$ No Charged by: Date: 4/21/2026 Objective: Recover Cost Inflationary adjustment only. 21.00$ Street Lighting per front foot Electric Utility Fees will be updated via per front foot Res. No. 26-9552 Prop 26 Exception: 1, 2, 6 separate study.

Collected by:

Finance Full Cost: 21.57$
Underground - Existing 4,104.00$ No Charged by: Date: 4/21/2026 Objective: Recover Cost Inflationary adjustment only. 4,104.00$ Single Family per lot Electric Utility Fees will be updated via per lot Res. No. 26-9552 Prop 26 Exception: 1, 2, 6 separate study.

Collected by:

Finance Full Cost: 4,104.49$
Date Fee Last
Changed
--------------
Ordinance /
Resolution Number
& Date
Fee Detail
Objective
Prop 26 Exception
(See Reader's Guide)
Full Cost Factor

CITY OF SANTA CLARA MUNICIPAL FEE SCHEDULE
Reference: CMD 109 7 - 1
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-740 Agenda Date: 7/7/2026

REPORT TO COUNCIL

SUBJECT
Action to Adopt a Resolution Approving and Adopting the Updated Unclassified Salary Plan for Various Positions including the Updated Salaries of the Mayor and Council Members and the City Clerk

BACKGROUND
The Salary Setting Commission, consisting of five members appointed by the Civil Service Commission, is responsible for establishing the compensation for the Mayor and Council Members (Charter Section 702), City Clerk (SCCC 2.20.015), and Police Chief (SCCC 2.80.015). For 2025, four Commissioners attended all scheduled meetings. The fifth commissioner did not attend any sessions and resigned from the Commission.

In its evaluation, the Salary Setting Commission would be free to utilize any data and information that it deemed appropriate in setting the compensation for these positions, but in no event would any increases in salary granted by the Commission exceed 10 percent of the previous figure. After completing its discussion and analysis, the Commission adopted three separate Resolutions.

When there are changes to the compensation, California Code Regulations Section 570.5 governs and requires the adoption of updated publicly available salary schedules by the governing body. 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 modifications are made to the salary schedules for its classified or unclassified positions, the City Council must approve and adopt the publicly available salary plans 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.

DISCUSSION
The Commission met from February 2025, through April 2025, to discuss the salaries for the position of Mayor and City Council Members, City Clerk, and Police Chief for the period of July 1, 2025, up to and including June 30, 2027. As part of this evaluation, the Commission was presented with information including, but not limited to: the history of salary increases for these positions; comparator agency salary levels; requirements for the position of the City Clerk and Police Chief City of Santa Clara Printed on 7/2/2026Page 1 of 3
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26-740 Agenda Date: 7/7/2026
under the City Charter; and recently negotiated agreements the City’s bargaining units. Upon thorough review and consideration of the various data, the Commission approved the following resolutions.

On or about March 3, 2025, the Commission approved a resolution which includes the following changes:
· For the position of Mayor, the salary shall be increased from $2,625 to $2,750 per month for the period of July 1, 2026, to June 30, 2027.
· For the position of City Council Member, the salary shall be increased from $2,100 to $2,200 per month for the period of July 2026, to June 30, 2027.

On or about March 17, 2025, the Commission approved a resolution which includes the following changes:
· For the position of City Clerk, the salary shall be increased from $1,575 to $1,650 per month for the period of July 1, 2026, to June 30, 2027.

The Commission also passed a resolution on or about April 7, 2025, for the position of Police Chief that included, among other things, a salary increase for the period of July 1, 2025, to June 30, 2027, but did not include any salary increase specifically effective in July 2026.

The City Code allocates the right and responsibility for reaching this decision to the Salary Setting Commission. The City Council does not have the legal authority to overturn or modify this decision.

However, the City Code does state that “The City Council shall take all necessary legislative action to implement the salary set by the Salary Setting Commission.” In accordance with CalPERS regulations, the adoption of an updated salary schedule is a necessary legislative action.

The recommendation includes approval of a Resolution that amends the Unclassified/Elected Salary Plan for the positions of Mayor, City Council Member, and City Clerk.

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 additional costs for providing the increases to the positions of Mayor, Council Member, and City Clerk are outlined below, including salaries and benefits.

Position FY 2026/27
Mayor $2,010
City Council Members $9,259
City Clerk $1,206
City of Santa Clara Printed on 7/2/2026Page 2 of 3
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26-740 Agenda Date: 7/7/2026Position FY 2026/27
Mayor $2,010
City Council Members $9,259
City Clerk $1,206
The position costs for the Council Offices and City Clerk are budgeted as part of the FY 2026/27 Adopted Operating Budget.

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

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

RECOMMENDATION
Adopt a Resolution to approve the revised Unclassified/Elected Salary Plan for the positions of Mayor, City Council Member, and City Clerk which reflects the salary increase granted by the Salary Setting Commission, to satisfy the requirements of California Code of Regulations Section 570.5, effective July 1, 2026.

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

ATTACHMENTS

1. Resolution No. 25-1 of the Salary Setting Commission Setting the Compensation of the Mayor and City Council Members

2. Resolution No. 25-2 of the Salary Setting Commission Setting the Compensation of the City Clerk

3. Unclassified Salary Plan (effective July 1, 2026) approved July 7, 2026

4. Unclassified Salary Plan (effective July 5, 2026) approved July 7, 2026

5. Resolution Updated Unclassified Salary Plan (for 7-7-2026) City of Santa Clara Printed on 7/2/2026Page 3 of 3
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RESOLUTION NO. 25-1

A RESOLUTION OF THE SALARY SETTING COMMISSION OF

THE CITY OF SANTA CLARA, CALIFORNIA SETTING THE

SALARIES OF THE POSITIONS OF MAYOR AND CITY
COUNCIL MEMBER FOR THE PERIOD OF JULY 1, 2025, TO
JUNE 30, 2027, INCLUSIVE, PURSUANT TO CITY CHARTER
SECTION 702
BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

WHEREAS, in accordance with City Charter Section 702, a Salary Setting Commission consisting of five qualified electors of the City was appointed by the Civil Service Commission, and commenced performance of its duties in February 2025; WHEREAS, pursuant to the City Charter, the Salary Setting Commission is charged with establishing the compensation of the positions of Mayor and Council Member for the period commencing on July 1, 2025, and ending on June 30, 2027; WHEREAS, the Salary Setting Commission met on four occasions in February and March of 2025, during which the compensation levels for the positions of Mayor and Council Member were discussed in detail;
WHEREAS, the Salary Setting Commission was presented with, and took into consideration, various data points including historical data regarding Mayor and Council salaries and benefits in Santa Clara, and historical data regarding Mayor and Council salaries and benefits at comparator agencies; and
WHEREAS, the final decision of the Salary Setting Commission as to the compensation for the positions of Mayor and Council Member, as set forth in this Resolution, is based upon the following:

1. The Commission finds that the pertinent history of the positions of the Mayor and Council Member compensation is as follows:
a. In the 2000 special election, the voters passed Measure J amending Charter Section 702 to set the salary of the Council Members at $600 per month and Resolution/Mayor & Council Compensation

salary of the Mayor at $1,000 per month, and allowed for an automatic annual salary increase in the amount of the local Consumer Price Index. b. By the time of the 2016 general election, as a result of the automatic CPI increases, the salary of the Council Members was $855.27 per month and the salary of the Mayor was $1,425.47 per month.
c. In the 2016 general election, the voters passed Measure 0, which again amended Charter Section 702 to set the salary of the Council Members at $2,000 per month and salary of the Mayor at $2,500 per month. These salary increases more than doubled the Council Members' salaries and increased the Mayor's salary by approximately 75%.
d. As set forth in the Resolutions duly adopted by the Salary Setting Commission in 2019, 2021, and 2023, for many reasons, the Salary Setting Commission resolved to keep unchanged the compensation for the positions of the Mayor and Council Member for the period July 1, 2019, through June 30, 2025. Thus, the salary for these positions has remained unchanged since the electorate approved Measure O in November 2016.

2. The Mayor and Council Members are not "regular" employees of the City, subject to internal performance review. Rather, the Mayor and Council Members are elected by the voters of the City of Santa Clara; it is, therefore, solely within the purview of the voters to determine the quality of the performance of the current office holders.

Accordingly, the role of the Salary Setting Commission is to set the salary for the positions of Mayor and Council Members, irrespective of the identities of the current office holders.

3. The positions of Mayor and Council Member are service-oriented, executive-level, positions paid a monthly stipend. There is no formal requirement for number of hours worked in City service per week, and the office holders may hold separate full-time Resolution/Mayor & Council Compensation

employment in addition to service in their elected position.

4. The Commission recognizes that the work of Mayor and Council does require a significant dedication of time and effort; the Measure O Charter Commission noted a time commitment of approximately 30 hours per week in 2016, and this Commission has no basis for believing that figure to be reduced in 2025. Such a commitment may have associated financial impacts, e.g. childcare or elder care, which are subject to inflationary forces. The Commission does not believe that public service should have a negative financial impact on the elected official. In addition, the Commission believes that a stipend fairly tailored to address these potential financial impacts would facilitate the attraction of a qualified and diverse group of candidates for these positions.

5. The Commission was presented with historical salary increase data from five comparator agencies and the Commission determined the following:
a. All five comparator agencies had applied salary increases for the positions of Mayor and Councilmember at least once in the past four years; b. The current salary levels, without taking into consideration the value of any additional benefits provided, for the positions of Mayor ($2,500 per month) and Council Member ($2,000) were found to fall at (approximately) the median level of the five comparators;
c. The two comparator agencies at which the reviewed salaries fell below those of the City of Santa Clara mitigated the effects of the lower salary figures by providing medical benefits which, taken together with salary, brought the total compensation for the position of Council member to a level greater than the total compensation provided for that position by the Santa Clara; d. If the five comparator agencies continue to provide salary increases, and Santa Clara does not, then the total compensation provided by the City of Santa Clara in 2027 for these positions is expected to significantly trail the average of the Resolution/Mayor & Council Compensation

compensation provided by the comparators;

6. The Ten-Year Financial Forecast included in the last budget indicated an expected cumulative budget shortfall for each of the next ten years, but at a much lower level than was initially forecast in June 2022. So, while the City is not yet recovered from the financial effects of the pandemic, there does appear to be significant improvement.

7. The City Charter limits salary increases to a maximum of 10% per 2-year Commission cycle. As compared with the size and scope of the City's overall Operating Budget, an increase to the salary of seven positions, capped at 10% was not deemed to create a meaningful impact to the City's fiscal outlook.

8. The Commission noted that the City of Santa Clara was the only City amongst the comparator agencies reviewed that did not provide medical benefits for the positions of Mayor and Council Member. It was noted, further, that the provision of these benefits essentially doubled the cost of the position. Due to the ongoing budget deficit, and the Commission's desire to provide the maximum salary increase allowed by Charter Section 702, medical benefits were not included in total compensation for the 2025-2027 period. The Commission is hopeful that in the next salary setting cycle (2027) the issue of medical benefits will be reviewed anew by the Commission.

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

1. That the salary of the position of Mayor shall be increased to $2,625 per month for the period July 1, 2025, to June 30, 2026.

2. That the salary for the position of Mayor shall be increased to $2,750 per month for the period July 1, 2026, to June 30, 2027.

3. That the salary of the position of Council Member shall be increased to $2,100 per month for the period July 1, 2025, to June 30, 2026.

Resolution/Mayor & Council Compensation

4. That the salary of the position of Council Member shall be increased to $2,200 per month for the period July 1, 2026, to June 30, 2027.

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

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE_!__ DAY OF MARCH, 2025, BY THE FOLLOWING VOTE:

AYES: 4
NOES: 0
A
BSENT: 1
ABSTAINED: 0
Resolution/Mayor & Council Compensation

ATTEST: ____._N\_� V_� �-�-_..:.-·-­

MV KUMAR, CHAIR

SALARY SETTING COMMISSION
RESOLUTION NO. 25-2

A RESOLUTION OF THE SALARY SETTING COMMISSION OF

THE CITY OF SANTA CLARA, CALIFORNIA, SETTING THE

SALARY FOR THE POSITION OF CITY CLERK FOR THE
PERIOD JULY 1, 2025, TO JUNE 30, 2027, INCLUSIVE,
PURSUANT TO CITY CHARTER SECTION 702 AND SANTA
CLARA CITY CODE SECTION 2.20.015
BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

WHEREAS, in accordance with City Charter Section 702, a Salary Setting Commission consisting of five qualified electors of the City was appointed by the Civil Service Commission, and commenced performance of its duties in February 2025; WHEREAS, pursuant to City Code Section 2.20.015, the Salary Setting Commission is charged with establishing the compensation of the elected position of City Clerk for the period commencing on July 1, 2025, and ending on June 30, 2027; WHEREAS, the Salary Setting Commission met during the months of February and March of 2025, during which time the compensation level for the position of City Clerk was discussed; WHEREAS, the Salary Setting Commission was presented with, and took into consideration, various data points including, but not limited to, the history of compensation received by the City Clerk, comparator agency salary levels, and modification of the duties of the City Clerk under the Charter and the City Code; and
WHEREAS, the final decision of the Salary Setting Commission as to the compensation for the position of City Clerk, as set forth in this Resolution, is based upon the following:

1. Charter Section 903 sets forth generally the various duties of a City Clerk including attending Council meetings and maintaining the minutes of said meetings, maintaining the official contracts entered into by the City, acting as custodian of the City seal, and having ch~rge of all City elections.

2. In July 2018, the City Council by ordinance (SCCC 2.20.020) reduced the scope of the elected City Clerk's duties to having charge of City elections and acting as custodian of Resolution - Salary Setting Commission/City Clerk Page 1 of 4 the City seal; the remainder of the duties listed in the Charter were assigned to the professional Assistant City Clerk (SCCC 2.20.030).

3. Concurrently with the reduction in scope of official duties of the City Clerk in 2018, the City Council also reduced the salary associated with the position to the sum of $2,000 per month, which was the same salary earned by Council Members.

4. In 2019, the Salary Setting Commission approved a decrease in the salary for the position of City Clerk to the sum of $1,500 per month, for the reasons set forth in Commission Resolution 19-3.

5. At the current fully loaded annual rate of $25,561 per year, the total compensation for the position of City Clerk is below the average current annual total compensation for the position in the comparator agencies reviewed by the Commission.

6. The City Clerk is not a "regular" employee of the City, subject to internal performance review. Rather, the City Clerk is elected by the voters of the City of Santa Clara; it is, therefore, solely within the purview of the voters to determine the quality of performance by the current office holder. Accordingly, the role of the Salary Setting Commission is to set the salary for the position of City Clerk, irrespective of the identity or performance of the current office holder.

7. The position of City Clerk is similar to that of Council Member in that it is an elected, part-time, executive-level position, and the office holder may hold separate full-time employment in addition to service in his/her elected position. However, unlike the position of Council Member, the City Clerk has no formal requirements for meeting attendance or other specific activities related to his/her City service .

8. The primary duty of the City Clerk is to manage (i.e., "have charge of') the City elections.

Because elections are generally held every two years, the Commission understands that the position will be subject to a biennial increase in time commitment.

9. The time commitment associated with the position, varying on a biennial basis, is likely Resolution - Salary Setting Commission/City Clerk Page 2 of 4 to have associated financial impacts on the incumbent, e.g. childcare or elder care, which are subject to inflationary forces. The Commission does not believe that public service should have a negative financial impact on the elected official. In addition, the Commission believes that a stipend fairly tailored to address these potential financial impacts would facilitate the attraction of a qualified and diverse group of candidates for these positions.

10. The Ten-Year Financial Forecast included in the last budget indicated an expected cumulative budget shortfall for each of the next ten years, but at a much lower level than was initially forecast in June 2022. So, while the City is not yet recovered from the financial effects of the pandemic, there does appear to be significant improvement.

11. The City Charter limits salary increases to a maximum of 10% per 2-year Commission cycle. As compared with the size and scope of the City's overall Operating Budget, an increase to the stipend for one position, capped at 10%, was not deemed to create a meaningful impact to the City's fiscal outlook.

12. The Commission appreciates the importance of the position of City Clerk as it relates to properly managing the City elections and strives to strike a balance between the various considerations described above, while acting in a fiscally responsible manner, properly aligning compensation with the duties of the position, and attracting capable candidates for this important position.

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

2. 1. That the salary of the position of City Clerk shall be increased to $1,575 per month for the period July 1, 2025, to June 30, 2026.

2. That the salary for the position of City Clerk shall be increased to $1,650 per month for the period July 1, 2026, to June 30, 2027.

Effective date. This resolution shall become effective immediately.

Resolution - Salary Setting Commission/City Clerk Page 3 of 4

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

AND ADOPTED BY THE SALARY SETTING COMMISSION OF THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 17th DAY OF MARCH, 2025, BY THE FOLLOWING VOTE:

AYES: 4
NOES:

ABSENT: 1
ABSTAINED:

COMMISSIONERS: KUMAR, SONTAG, KERTES, KAKKAD
COMMISSIONERS:

COMMISSIONERS: HUMPHRIES
COMMISSIONERS:

Attachments incorporated by reference: None
Resolution - Salary Setting Commission/City Clerk
ATTEST: ___.__(½_, v� -=�-

MV KUMAR, CHAIR

SALARY SETTING COMMISSION

City of Santa Clara
Unclassified/Elected Salary Plan
Effective 7/1/2026
Approved 7/7/2026
Minimum Salary Maximum Salary
Job Title Job Code Union Code Hourly Monthly Annual Hourly Monthly Annual Accounting Division Manager 109 9 89.478981 $ 15,509.69 $ 186,116.28 $ 115.795038 $ 20,071.14 $ 240,853.68 $ Asst Building Official 222 9 95.373288 $ 16,531.37 $ 198,376.44 $ 123.434077 $ 21,395.24 $ 256,742.88 $ Asst City Attorney 015 9 110.845962 $ 19,213.30 $ 230,559.60 $ 143.452673 $ 24,865.13 $ 298,381.56 $ Asst City Clerk 010 9 84.381692 $ 14,626.16 $ 175,513.92 $ 109.189904 $ 18,926.25 $ 227,115.00 $ Asst City Librarian 012 9 96.582750 $ 16,741.01 $ 200,892.12 $ 124.990962 $ 21,665.10 $ 259,981.20 $ Asst City Manager 016 9 143.042827 $ 24,794.09 $ 297,529.08 $ 185.105654 $ 32,084.98 $ 385,019.76 $ Asst Dir of Community Dev 038 9 109.164981 $ 18,921.93 $ 227,063.16 $ 141.914192 $ 24,598.46 $ 295,181.52 $ Asst Dir of Electric Util 021 9 130.850654 $ 22,680.78 $ 272,169.36 $ 169.337712 $ 29,351.87 $ 352,222.44 $ Asst Dir of Finance 022 9 104.138365 $ 18,050.65 $ 216,607.80 $ 134.771019 $ 23,360.31 $ 280,323.72 $ Asst Dir of Human Resources 018 9 104.138365 $ 18,050.65 $ 216,607.80 $ 134.771019 $ 23,360.31 $ 280,323.72 $ Asst Dir of Pub Works/City Eng 071 9 114.842769 $ 19,906.08 $ 238,872.96 $ 148.624154 $ 25,761.52 $ 309,138.24 $ Asst Dir of Water & Sewer Util 014 9 103.074923 $ 17,866.32 $ 214,395.84 $ 133.401577 $ 23,122.94 $ 277,475.28 $ Asst Fire Chief 024 9B 144.731423 $ 25,086.78 $ 301,041.36 $ 187.309038 $ 32,466.90 $ 389,602.80 $ Asst Fire Marshal 026 9B 111.007846 $ 19,241.36 $ 230,896.32 $ 143.657250 $ 24,900.59 $ 298,807.08 $ Asst Fleet Manager 046 9 62.603365 $ 10,851.25 $ 130,215.00 $ 81.008769 $ 14,041.52 $ 168,498.24 $ Asst Police Chief 027 9A 153.086596 $ 26,535.01 $ 318,420.12 $ 190.489673 $ 33,018.21 $ 396,218.52 $ Asst To The City Manager 028 9 101.802808 $ 17,645.82 $ 211,749.84 $ 131.740385 $ 22,835.00 $ 274,020.00 $ Audit Manager 201 9 86.142519 $ 14,931.37 $ 179,176.44 $ 111.478442 $ 19,322.93 $ 231,875.16 $
Battalion Chief 036 9B 119.595692 $ 20,729.92 $ 248,759.04 $ 154.762212 $ 26,825.45 $ 321,905.40 $ Battalion Chief 24 Hrs 036S 9BS 81.357610 $ 19,742.78 $ 236,913.36 $ 105.280426 $ 25,548.05 $ 306,576.60 $ Budget & Treasury Division Mgr 113 9 89.478981 $ 15,509.69 $ 186,116.28 $ 115.795038 $ 20,071.14 $ 240,853.68 $ Building Maintenance Manager 041 9 79.240269 $ 13,734.98 $ 164,819.76 $ 102.546577 $ 17,774.74 $ 213,296.88 $ Building Official 042 9 104.916865 $ 18,185.59 $ 218,227.08 $ 135.771923 $ 23,533.80 $ 282,405.60 $ Cemetery Operations Manager 045 9 63.364327 $ 10,983.15 $ 131,797.80 $ 81.999808 $ 14,213.30 $ 170,559.60 $ Chief Asst City Attorney 037 9 127.472538 $ 22,095.24 $ 265,142.88 $ 164.970519 $ 28,594.89 $ 343,138.68 $ Chief Operating Officer 311 9 164.504596 $ 28,514.13 $ 342,169.56 $ 212.882827 $ 36,899.69 $ 442,796.28 $ City Attorney 060 Appointed 181.668462 $ 31,489.20 $ 377,870.40 $

City Auditor 067 9 104.138365 $ 18,050.65 $ 216,607.80 $ 134.771019 $ 23,360.31 $ 280,323.72 $ All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 1 of 5 City of Santa Clara
Unclassified/Elected Salary Plan
Effective 7/1/2026
Approved 7/7/2026
Minimum Salary Maximum Salary
Job Title Job Code Union Code Hourly Monthly Annual Hourly Monthly Annual City Clerk 063 Elected 1,650.00 $ 19,800.00 $
City Council Member CNCL Elected 2,200.00 $ 26,400.00 $ City Librarian 066 9 129.926538 $ 22,520.60 $ 270,247.20 $ 168.137423 $ 29,143.82 $ 349,725.84 $ City Manager 069 Appointed 211.241712 $ 36,615.23 $ 439,382.76 $ Communications & Outreach Mgr 083 9 71.934865 $ 12,468.71 $ 149,624.52 $ 93.086423 $ 16,134.98 $ 193,619.76 $ Communications Operations Mgr 068 9 81.513173 $ 14,128.95 $ 169,547.40 $ 105.486808 $ 18,284.38 $ 219,412.56 $ Compliance Manager 081 9 73.067827 $ 12,665.09 $ 151,981.08 $ 94.553135 $ 16,389.21 $ 196,670.52 $ Contracts Manager 342 9 80.547058 $ 13,961.49 $ 167,537.88 $ 104.228712 $ 18,066.31 $ 216,795.72 $ Deputy City Attorney I 170 9 69.272654 $ 12,007.26 $ 144,087.12 $ 89.645712 $ 15,538.59 $ 186,463.08 $ Deputy City Attorney II 172 9 80.818096 $ 14,008.47 $ 168,101.64 $ 104.590154 $ 18,128.96 $ 217,547.52 $ Deput
y City Clerk 178 9 62.391346 $ 10,814.50 $ 129,774.00 $ 80.748577 $ 13,996.42 $ 167,957.04 $
Deputy City Manager 079 9 111.985962 $ 19,410.90 $ 232,930.80 $ 144.912288 $ 25,118.13 $ 301,417.56 $ Deputy Director 176 9 90.653596 $ 15,713.29 $ 188,559.48 $ 117.317250 $ 20,334.99 $ 244,019.88 $ Deputy Fire Chief 080 9B 131.573423 $ 22,806.06 $ 273,672.72 $ 170.282250 $ 29,515.59 $ 354,187.08 $ Development Project Manager 158 9 90.647654 $ 15,712.26 $ 188,547.12 $ 117.307212 $ 20,333.25 $ 243,999.00 $ Development Review Officer 144 9 87.699577 $ 15,201.26 $ 182,415.12 $ 113.494212 $ 19,672.33 $ 236,067.96 $ Director of Community Developm 090 9 130.185635 $ 22,565.51 $ 270,786.12 $ 168.478327 $ 29,202.91 $ 350,434.92 $ Director of Econ Dev and Sust 085 9 118.999615 $ 20,626.60 $ 247,519.20 $ 153.509654 $ 26,608.34 $ 319,300.08 $ Director of Finance 087 9 129.926538 $ 22,520.60 $ 270,247.20 $ 168.137423 $ 29,143.82 $ 349,725.84 $ Director of Human Resources 088 9 129.926538 $ 22,520.60 $ 270,247.20 $ 168.137423 $ 29,143.82 $ 349,725.84 $
Director of Inf Technology/CIO 089 9 129.926538 $ 22,520.60 $ 270,247.20 $ 168.137423 $ 29,143.82 $ 349,725.84 $ Director of Public Works 091 9 137.706462 $ 23,869.12 $ 286,429.44 $ 178.208250 $ 30,889.43 $ 370,673.16 $ Director of Silicon Valley Pwr 108 9 164.504596 $ 28,514.13 $ 342,169.56 $ 212.882827 $ 36,899.69 $ 442,796.28 $ Director of Wtr & Sewer Utils 102 9 129.926538 $ 22,520.60 $ 270,247.20 $ 168.137423 $ 29,143.82 $ 349,725.84 $ Elec Div Mgr - Engineering 104Q 9E 108.135173 $ 18,743.43 $ 224,921.16 $ 139.949308 $ 24,257.88 $ 291,094.56 $ Elec Div Mgr - Generation 104R 9E 108.135173 $ 18,743.43 $ 224,921.16 $ 139.949308 $ 24,257.88 $ 291,094.56 $ Elec Div Mgr - Operations 104P 9E 108.135173 $ 18,743.43 $ 224,921.16 $ 139.949308 $ 24,257.88 $ 291,094.56 $ Elec Div Mgr - Substations 104M 9E 108.135173 $ 18,743.43 $ 224,921.16 $ 139.949308 $ 24,257.88 $ 291,094.56 $ All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 2 of 5 City of Santa Clara
Unclassified/Elected Salary Plan
Effective 7/1/2026
Approved 7/7/2026
Minimum Salary Maximum Salary
Job Title Job Code Union Code Hourly Monthly Annual Hourly Monthly Annual Elec Div Mgr - Transm, Distrib 104S 9E 108.135173 $ 18,743.43 $ 224,921.16 $ 139.949308 $ 24,257.88 $ 291,094.56 $ Elec Div Mgr-Mkt A & P 107F 9E 108.135173 $ 18,743.43 $ 224,921.16 $ 139.949308 $ 24,257.88 $ 291,094.56 $ Elec Division Manager 104 9E 108.135173 $ 18,743.43 $ 224,921.16 $ 139.949308 $ 24,257.88 $ 291,094.56 $ Elec Program Manager 424 9E 94.038750 $ 16,300.05 $ 195,600.60 $ 121.689404 $ 21,092.83 $ 253,113.96 $ Elec Util Chief Oper Officer 116 9 143.939192 $ 24,949.46 $ 299,393.52 $ 186.277096 $ 32,288.03 $ 387,456.36 $ Elec Util Risk Control Analyst 697 9E 84.217038 $ 14,597.62 $ 175,171.44 $ 108.990058 $ 18,891.61 $ 226,699.32 $ Emergency Services Officer 106 9 97.889481 $ 16,967.51 $ 203,610.12 $ 126.673096 $ 21,956.67 $ 263,480.04 $ Environmental Programs Mgr 461 9 73.067827 $ 12,665.09 $ 151,981.08 $ 94.553135 $ 16,389.21 $ 196,670.52 $ Executive Assistant 187 9 61.452923 $ 10,651.84 $ 127,822.08 $ 79.525269 $ 13,784.38 $ 165,412.56 $ Fir
e Chief 117 9B 157.405038 $ 27,283.54 $ 327,402.48 $ 203.689962 $ 35,306.26 $ 423,675.12 $ Fire Marshal 120 9B 119.594942 $ 20,729.79 $ 248,757.48 $ 154.758000 $ 26,824.72 $ 321,896.64 $ Fleet Manager 034 9 75.500654 $ 13,086.78 $ 157,041.36 $ 97.701808 $ 16,934.98 $ 203,219.76 $ Housing & Comm Svc Div Mgr 075 9 90.730038 $ 15,726.54 $ 188,718.48 $ 117.421500 $ 20,353.06 $ 244,236.72 $ Housing Development Officer 749 9 71.253692 $ 12,350.64 $ 148,207.68 $ 92.210654 $ 15,983.18 $ 191,798.16 $ Human Resources Div Mgr 139 9 89.478981 $ 15,509.69 $ 186,116.28 $ 115.795038 $ 20,071.14 $ 240,853.68 $ Information Technology Svc Mgr 112 9 83.980673 $ 14,556.65 $ 174,679.80 $ 108.670385 $ 18,836.20 $ 226,034.40 $ Inspection Manager 134 9 89.868115 $ 15,577.14 $ 186,925.68 $ 116.309308 $ 20,160.28 $ 241,923.36 $ Legal
Executive Assistant 185 9 61.452923 $ 10,651.84 $ 127,822.08 $ 79.525269 $ 13,784.38 $ 165,412.56 $ Libr
ary Div Mgr -Support Svcs 127G 9 75.445038 $ 13,077.14 $ 156,925.68 $ 97.646192 $ 16,925.34 $ 203,104.08 $ Management Analyst 008 9 62.391346 $ 10,814.50 $ 129,774.00 $ 80.748577 $ 13,996.42 $ 167,957.04 $ Mayor MAYOR Elected 2,750.00 $ 33,000.00 $
Municipal Services Div Mgr 110 9 89.478981 $ 15,509.69 $ 186,116.28 $ 115.795038 $ 20,071.14 $ 240,853.68 $ Park Maint & Operations Superv 131 9 74.576192 $ 12,926.54 $ 155,118.48 $ 96.499327 $ 16,726.55 $ 200,718.60 $ Parks & Recreation Director 132 9 129.926538 $ 22,520.60 $ 270,247.20 $ 168.137423 $ 29,143.82 $ 349,725.84 $ Parks Const, Mtc & Repair Mgr 130 9 74.576192 $ 12,926.54 $ 155,118.48 $ 96.499327 $ 16,726.55 $ 200,718.60 $ Performance Auditor I 203 9 51.992769 $ 9,012.08 $ 108,144.96 $ 67.290519 $ 11,663.69 $ 139,964.28 $ Performance Auditor II 204 9 62.391346 $ 10,814.50 $ 129,774.00 $ 80.748577 $ 13,996.42 $ 167,957.04 $ Plan Review Manager 629 9 90.834346 $ 15,744.62 $ 188,935.44 $ 117.539654 $ 20,373.54 $ 244,482.48 $
All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 3 of 5 City of Santa Clara
Unclassified/Elected Salary Plan
Effective 7/1/2026
Approved 7/7/2026
Minimum Salary Maximum Salary
Job Title Job Code Union Code Hourly Monthly Annual Hourly Monthly Annual Planning Manager 072 9 94.726788 $ 16,419.31 $ 197,031.72 $ 122.586000 $ 21,248.24 $ 254,978.88 $ Police Captain 138 9A 150.016096 $ 26,002.79 $ 312,033.48 $ 181.432385 $ 31,448.28 $ 377,379.36 $ Police Chief 141 Elected 29,473.88 $ 353,686.56 $ Police Records Manager 647 9 64.268019 $ 11,139.79 $ 133,677.48 $ 83.174423 $ 14,416.90 $ 173,002.80 $ Power System Scheduler/Trader 674 9E 80.651250 $ 13,979.55 $ 167,754.60 $ 104.374673 $ 18,091.61 $ 217,099.32 $ Power Trader 673 9E 103.074923 $ 17,866.32 $ 214,395.84 $ 133.401577 $ 23,122.94 $ 277,475.28 $ Principal Accountant 148 9 80.547058 $ 13,961.49 $ 167,537.88 $ 104.228712 $ 18,066.31 $ 216,795.72 $ Principal Electric Utility Eng 145 9E 102.998365 $ 17,853.05 $ 214,236.60 $ 133.290346 $ 23,103.66 $ 277,243.92 $ Principal Eng - Water & Sewer 142W 9 99.870462 $ 17,310.88 $ 207,730.56 $ 129.244962 $ 22,402.46 $ 268,829.52 $ Principal Eng/City Surveyor 140 9 104.864135 $ 18,176.45 $ 218,117.40 $ 135.709212 $ 23,522.93 $ 282,275.16 $ Principal Engineer 142 9 99.870462 $ 17,310.88 $ 207,730.56 $ 129.244962 $ 22,402.46 $ 268,829.52 $ Principal Financial Analyst 149 9 80.547058 $ 13,961.49 $ 167,537.88 $ 104.228712 $ 18,066.31 $ 216,795.72 $ Principal Planner 143 9 80.547058 $ 13,961.49 $ 167,537.88 $ 104.228712 $ 18,066.31 $ 216,795.72 $ Principal Power Analyst 154 9E 80.547058 $ 13,961.49 $ 167,537.88 $ 104.228712 $ 18,066.31 $ 216,795.72 $ Principal Util Info System Mgr 146 9E 103.074923 $ 17,866.32 $ 214,395.84 $ 133.401577 $ 23,122.94 $ 277,475.28 $ Public Information Officer 077 9 97.889481 $ 16,967.51 $ 203,610.12 $ 126.673096 $ 21,956.67 $ 263,480.04 $ Public Records Manager 082 9 62.391346 $ 10,814.50 $ 129,774.00 $ 80.748577 $ 13,996.42 $ 167,957.04 $ Purchasing Division Manager 147 9 86.142519 $ 14,931.37 $ 179,176.44 $ 111.478442 $ 19,322.93 $ 231,875.16 $ Recreation Manager 150 9 81.311654 $ 14,094.02 $ 169,128.24 $ 105.222635 $ 18,238.59 $ 218,863.08 $
Risk Manager 700 9 86.142519 $ 14,931.37 $ 179,176.44 $ 111.478442 $ 19,322.93 $ 231,875.16 $ Sr Counsel for SVP 179 9 119.543827 $ 20,720.93 $ 248,651.16 $ 154.211538 $ 26,730.00 $ 320,760.00 $ Sr Deputy City Attorney 161 9 85.906096 $ 14,890.39 $ 178,684.68 $ 111.179712 $ 19,271.15 $ 231,253.80 $ Sr Elec Div Mgr 173 9E 118.943712 $ 20,616.91 $ 247,402.92 $ 153.941538 $ 26,683.20 $ 320,198.40 $ Sr Elec Div Mgr-Mkt A&P 174A 9E 118.943712 $ 20,616.91 $ 247,402.92 $ 153.941538 $ 26,683.20 $ 320,198.40 $ Sr Information Tech Svcs Mgr 743 9 92.022923 $ 15,950.64 $ 191,407.68 $ 119.089731 $ 20,642.22 $ 247,706.64 $ Sr Management Analyst 742 9 68.630192 $ 11,895.90 $ 142,750.80 $ 88.823250 $ 15,396.03 $ 184,752.36 $ Sr Performance Auditor 202 9 73.067827 $ 12,665.09 $ 151,981.08 $ 94.553135 $ 16,389.21 $ 196,670.52 $ Sr Power System Schedlr/Trader 772 9E 86.684654 $ 15,025.34 $ 180,304.08 $ 112.187423 $ 19,445.82 $ 233,349.84 $
All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 4 of 5 City of Santa Clara
Unclassified/Elected Salary Plan
Effective 7/1/2026
Approved 7/7/2026
Minimum Salary Maximum Salary
Job Title Job Code Union Code Hourly Monthly Annual Hourly Monthly Annual Street Superintendent 159 9 82.409885 $ 14,284.38 $ 171,412.56 $ 106.654558 $ 18,486.79 $ 221,841.48 $ Transportation Manager 171 9 100.781135 $ 17,468.73 $ 209,624.76 $ 130.426558 $ 22,607.27 $ 271,287.24 $ Utility Business Systems Mgr 898 9 80.414942 $ 13,938.59 $ 167,263.08 $ 104.061923 $ 18,037.40 $ 216,448.80 $ Utility Operations Engineer 155 9 84.891288 $ 14,714.49 $ 176,573.88 $ 109.851981 $ 19,041.01 $ 228,492.12 $ Water & Sewer Operations Mgr 180 9 83.438596 $ 14,462.69 $ 173,552.28 $ 107.989154 $ 18,718.12 $ 224,617.44 $ Water & Sewer Superintendent 029 9 75.445038 $ 13,077.14 $ 156,925.68 $ 97.646192 $ 16,925.34 $ 203,104.08 $ Web & Digital Media Manager 073 9 71.934865 $ 12,468.71 $ 149,624.52 $ 93.086423 $ 16,134.98 $ 193,619.76 $ All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 5 of 5 City of Santa Clara
Unclassified/Elected Salary Plan
Effective 751/2026
Approved 7/7/2026
Job Title Job Code Union Code Hourly Monthly Annual Hourly Monthly Annual Asst Building Official 222 9 95.373288$ 16,531.37$ 198,376.44$ 123.434077$ 21,395.24$ 256,742.88$ Asst City Attorney 015 9 110.845962$ 19,213.30$ 230,559.60$ 143.452673$ 24,865.13$ 298,381.56$ Asst City Clerk 010 9 84.381692$ 14,626.16$ 175,513.92$ 109.189904$ 18,926.25$ 227,115.00$ Asst City Librarian 012 9 96.582750$ 16,741.01$ 200,892.12$ 124.990962$ 21,665.10$ 259,981.20$ Asst City Manager 016 9 143.042827$ 24,794.09$ 297,529.08$ 185.105654$ 32,084.98$ 385,019.76$ Asst Dir of Community Dev 038 9 109.164981$ 18,921.93$ 227,063.16$ 141.914192$ 24,598.46$ 295,181.52$ Asst Dir of Electric Util 021 9 130.850654$ 22,680.78$ 272,169.36$ 169.337712$ 29,351.87$ 352,222.44$ Asst Dir of Finance 022 9 104.138365$ 18,050.65$ 216,607.80$ 134.771019$ 23,360.31$ 280,323.72$ Asst Dir of Human Resources 018 9 104.138365$ 18,050.65$ 216,607.80$ 134.771019$ 23,360.31$ 280,323.72$ Asst Dir of Pub Works/City Eng 071 9 114.842769$ 19,906.08$ 238,872.96$ 148.624154$ 25, 761.52$ 309,138.24$ Asst Dir of Water & Sewer Util 014 9 103.074923$ 17,866.32$ 214,395.84$ 133.401577$ 23,122.94$ 277,475.28$ Asst Fire Chief 024 9B 144.731423$ 25,086.78$ 301,041.36$ 187.309038$ 32,466.90$ 389,602.80$ Asst Fire Marshal 026 9B 111.007846$ 19,241.36$ 230,896.32$ 143.657250$ 24,900.59$ 298,807.08$ Asst Fleet Manager 046 9 62.603365$ 10,851.25$ 130,215.00$ 81.008769$ 14,041.52$ 168,498. 24$
Asst Police Chief 027 9A 153.086596$ 26,535.01$ 318,420.12$ 190.489673$ 33,018.21$ 396,218.52$ Asst To The City Manager 028 9 101.802808$ 17,645.82$ 211,749.84$ 131.740385$ 22,835.00$ 274,020.00$ Battalion Chief 036 9B 119.595692$ 20,729.92$ 248,759.04$ 154.762212$ 26,825.45$ 321,905.40$ Battalion Chief 24 Hrs 036S 9BS 81.357610$ 19,742.78$ 236,913.36$ 105.280426$ 25,548.05$ 306,576.60$ Building Maintenance Manager 041 9 79.240269$ 13,734.98$ 164,819.76$ 102.546577$ 17,774.74$ 213,296.88$ Building Official 042 9 104.916865$ 18,185.59$ 218,227.08$ 135.771923$ 23,533.80$ 282,405.60$ Cem
etery Operations Manager 045 9 63.364327$ 10,983.15$ 131,797.80$ 81.999808$ 14,213.30$ 170,559.60$ Chief Asst City Attorney 037 9 127.472538$ 22,095.24$ 265,142.88$ 164.970519$ 28,594.89$ 343,138.68$ Chief Operating Officer 311 9 164.504596$ 28,514.13$ 342,169.56$ 212.882827$ 36,899.69$ 442,796.28$ City Attorney 060 Appointed 181.668462$ 31,489.20$ 377,870.40$ City Auditor 067 9 104.138365$ 18,050.65$ 216,607.80$ 134.771019$ 23,360.31$ 280,323.72$ City Clerk 063 Elected 1,650.00$ 19,800.00$
City Council Member CNCL Elected 2,200.00$ 26,400.00$ City Librarian 066 9 129.926538$ 22,520.60$ 270,247.20$ 168.137423$ 29,143.82$ 349,725.84$ Minimum Salary Maximum Salary
All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 1 of 4 City of Santa Clara
Unclassified/Elected Salary Plan
Effective 751/2026
Approved 7/7/2026
Job Title Job Code Union Code Hourly Monthly Annual Hourly Monthly Annual Minimum Salary Maximum Salary
City Manager 069 Appointed 211.241712$ 36,615.23$ 439,382.76$ Communications & Outreach Mgr 083 9 71.934865$ 12,468.71$ 149,624.52$ 93.086423$ 16,134.98$ 193,619.76$ Communications Operations Mgr 068 9 81.513173$ 14,128.95$ 169,547.40$ 105.486808$ 18,284.38$ 219,412.56$ Compliance Manager 081 9 73.067827$ 12,665.09$ 151,981.08$ 94.553135$ 16,389.21$ 196,670.52$ Contracts Manager 342 9 80.547058$ 13,961.49$ 167,537.88$ 104.228712$ 18,066.31$ 216,795.72$ Deputy City Attorney I 170 9 69.272654$ 12,007.26$ 144,087.12$ 89.645712$ 15,538.59$ 186,463.08$ Deputy City Attorney II 172 9 80.818096$ 14,008.47$ 168,101.64$ 104.590154$ 18,128.96$ 217,547.52$ Deputy City Clerk 178 9 62.391346$ 10,814.50$ 129,774.00$ 80.748577$ 13,996.42$ 167,957.04$ Deputy City Manager 079 9 111.985962$ 19,410.90$ 232,930.80$ 144.912288$ 25,118.13$ 301,417.56$ Deputy Director 176 9 90.653596$ 15,713.29$ 188,559.48$ 117.317250$ 20,334.99$ 244,019.88$ Deputy Fire Chief 080 9B 131.573423$ 22,806.06$ 273,672.72$ 170.282250$ 29,515.59$ 354, 187.08$ Development Project Manager 158 9 90.647654$ 15,712.26$ 188,547.12$ 117.307212$ 20,333.25$ 243,999.00$ Development Review Officer 144 9 87.699577$ 15,201.26$ 182,415.12$ 113.494212$ 19,672.33$ 236,067.96$ Director of Community Developm 090 9 130.185635$ 22,565.51$ 270,786.12$ 168.478327$ 29,202.91$ 350,434.92$ Director of Econ Dev and Sust 085 9 118.999615$ 20,626.60$ 247,519.20$ 153.509654$ 26,608.34$ 319,300.08$ Director of Finance 087 9 129.926538$
22,520.60$ 270,247.20$ 168.137423$ 29,143.82$ 349,725.84$ Director of Human Resources 088 9 129.926538$ 22,520.60$ 270,247.20$ 168.137423$ 29,143.82$ 349,725.84$ Director of Inf Technology/CIO 089 9 129.926538$ 22,520.60$ 270,247.20$ 168.137423$ 29,143.82$ 349,725.84$ Director of Public Works 091 9 137.706462$ 23,869.12$ 286,429.44$ 178.208250$ 30,889.43$ 370,673.16$ Director of Silicon Valley Pwr 108 9 164.504596$ 28,514.13$ 342,169.56$ 212.882827$ 36,899.69$ 442,796.28$ Director of Wtr & Sewer Utils 102 9 129.926538$ 22,520.60$ 270,247.20$ 168.137423$ 29,143.82$ 349,725.84$ Division Manager 136 9 86.142519$ 14,931.37$ 179,176.44$ 117.421500$ 20,353.06$ 244,236.72$ Elec Div Mgr - Engineering 104Q 9E 117.750558$ 20,410.10$ 244,921.16$ 144.684361$ 25,078.62$ 300,943.47$ Elec Div Mgr - Generation 104R 9E 117.750558$ 20,410.10$ 244,921.16$ 144.684361$ 25,078.62$ 300,943.47$ Elec Div Mgr - Operations 104P 9E 117.750558$ 20,410.10$ 244,921.16$ 144.684361$ 25,078.62$ 300,943.47$ Elec Div Mgr - Substations 104M 9E 117.750558$ 20,410.10$ 244,921.16$ 144.684361$ 25,078.62$ 300,943.47$ Elec Div Mgr - Transm, Distrib 104S 9E 117.750558$ 20,410.10$ 244,921.16$ 144.684361$ 25,078.62$ 300,943.47$ Elec Div Mgr-Mkt A & P 107F 9E 117.750558$ 20,410.10$ 244,921.16$ 144.684361$ 25,078.62$ 300,943.47$ All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 2 of 4 City of Santa Clara
Unclassified/Elected Salary Plan
Effective 751/2026
Approved 7/7/2026
Job Title Job Code Union Code Hourly Monthly Annual Hourly Monthly Annual Minimum Salary Maximum Salary
Elec Division Manager 104 9E 117.750558$ 20,410.10$ 244,921.16$ 144.684361$ 25,078.62$ 300,943.47$ Elec Program Manager 424 9E 94.038750$ 16,300.05$ 195,600.60$ 121.689404$ 21,092.83$ 253,113.96$ Elec Util Chief Oper Officer 116 9 143.939192$ 24,949.46$ 299,393.52$ 186.277096$ 32,288.03$ 387,456.36$ Elec Util Risk Control Analyst 697 9E 84.217038$ 14,597.62$ 175,171.44$ 108.990058$ 18,891.61$ 226,699.32$ Emergency Services Officer 106 9 97.889481$ 16,967.51$ 203,610.12$ 126.673096$ 21,956.67$ 263,480.04$ Environmental Programs Mgr 461 9 73.067827$ 12,665.09$ 151,981.08$ 94.553135$ 16,389.21$ 196,670.52$ Executive Assistant 187 9 61.452923$ 10,651.84$ 127,822.08$ 79.525269$ 13,784.38$ 165,412.56$ Fire Chief 117 9B 157.405038$ 27,283.54$ 327,402.48$ 203.689962$ 35,306.26$ 423,675.12$ Fire Marshal 120 9B 119.594942$ 20,729.79$ 248,757.48$ 154.758000$ 26,824.72$ 321,896.64$ Fleet Manager 034 9 75.500654$ 13,086.78$ 157,041.36$ 97.701808$ 16,934.98$ 203,219.76$ Housing Development Officer 749 9 71.253692$ 12,350.64$ 148, 207.68$ 92.210654$ 15,983.18$ 191,798.16$ Information Technology Svc Mgr 112 9 83.980673$ 14,556.65$ 174,679.80$ 108.670385$ 18,836.20$ 226,034.40$ Inspection Manager 134 9 89.868115$ 15,577.14$ 186,925.68$ 116.309308$ 20,160.28$ 241,923.36$ Legal Executive Assistant 185 9 61.452923$ 10,651.84$ 127,822.08$ 79.525269$ 13,784.38$ 165,412.56$ Library Div Mgr -Support Svcs 127G 9 75.445038$ 13,077.14$ 156,925.68$ 97.646192$ 16,925.34$ 203,104. 08$
Management Analyst 008 9 62.391346$ 10,814.50$ 129,774.00$ 80.748577$ 13,996.42$ 167,957.04$ Mayor MAYOR Elected 2,750.00$ 33,000.00$
Park Maint & Operations Superv 131 9 74.576192$ 12,926.54$ 155,118.48$ 96.499327$ 16,726.55$ 200,718.60$ Parks & Recreation Director 132 9 129.926538$ 22,520.60$ 270,247.20$ 168.137423$ 29,143.82$ 349,725.84$ Parks Const, Mtc & Repair Mgr 130 9 74.576192$ 12,926.54$ 155,118.48$ 96.499327$ 16,726.55$ 200,718.60$ Performance Auditor I 203 9 51.992769$ 9,012.08$ 108,144.96$ 67.290519$ 11,663.69$ 139,964.28$ Performance Auditor II 204 9 62.391346$ 10,814.50$ 129,774.00$ 80.748577$ 13,996.42$ 167,957.04$ Plan Review Manager 629 9 90.834346$ 15,744.62$ 188,935.44$ 117.539654$ 20,373.54$ 244,482.48$ Planning Manager 072 9 94.726788$ 16,419.31$ 197,031.72$ 122.586000$ 21,248.24$ 254,978.88$ Police Captain 138 9A 150.016096$ 26,002.79$ 312,033.48$ 181.432385$ 31,448.28$ 377,379.36$ Police Chief 141 Elected 29,473.88$ 353,686.56$ Police Records Manager 647 9 64.268019$ 11,139.79$ 133,677.48$ 83.174423$ 14,416.90$ 173,002.80$ Power System Scheduler/Trader 674 9E 80.651250$ 13,979.55$ 167,754.60$ 104.374673$ 18,091.61$ 217,099.32$ All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 3 of 4 City of Santa Clara
Unclassified/Elected Salary Plan
Effective 751/2026
Approved 7/7/2026
Job Title Job Code Union Code Hourly Monthly Annual Hourly Monthly Annual Minimum Salary Maximum Salary
Power Trader 673 9E 103.074923$ 17,866.32$ 214,395.84$ 133.401577$ 23,122.94$ 277,475.28$ Principal Accountant 148 9 80.547058$ 13,961.49$ 167,537.88$ 104.228712$ 18,066.31$ 216,795.72$ Principal Electric Utility Eng 145 9E 102.998365$ 17,853.05$ 214,236.60$ 137.794630$ 23,884.40$ 286,612.83$ Principal Eng - Water & Sewer 142W 9 99.870462$ 17,310.88$ 207,730.56$ 129.244962$ 22,402.46$ 268,829.52$ Principal Eng/City Surveyor 140 9 104.864135$ 18,176.45$ 218,117.40$ 135.709212$ 23,522.93$ 282,275.16$ Principal Engineer 142 9 99.870462$ 17,310.88$ 207,730.56$ 129.244962$ 22,402.46$ 268,829.52$ Principal Financial Analyst 149 9 80.547058$ 13,961.49$ 167,537.88$ 104.228712$ 18,066.31$ 216,795.72$ Principal Planner 143 9 80.547058$ 13,961.49$ 167,537.88$ 104.228712$ 18,066.31$ 216,795.72$ Principal Power Analyst 154 9E 80.547058$ 13,961.49$ 167,537.88$ 104.228712$ 18,066.31$ 216,795.72$ Principal Util Info System Mgr 146 9E 103.074923$ 17,866.32$ 214,395.84$ 133.401577$ 23,122.94$ 277,475.28$ Public Information Officer 077 9 97.889481$ 16,967.51$ 203, 610.12$ 126.673096$ 21,956.67$ 263,480.04$ Public Records Manager 082 9 62.391346$ 10,814.50$ 129,774.00$ 80.748577$ 13,996.42$ 167,957.04$ Recreation Manager 150 9 81.311654$ 14,094.02$ 169,128.24$ 105.222635$ 18,238.59$ 218,863.08$ Sr Counsel for SVP 179 9 119.543827$ 20,720.93$ 248,651.16$ 154.211538$ 26,730.00$ 320,760.00$ Sr Deputy City Attorney 161 9 85.906096$ 14,890.39$ 178,684.68$ 111.179712$ 19,271.15$ 231,253. 80$
Sr Elec Div Mgr 173 9E 118.943712$ 20,616.91$ 247,402.92$ 153.941538$ 26,683.20$ 320,198.40$ Sr Elec Div Mgr-Mkt A&P 174A 9E 118.943712$ 20,616.91$ 247,402.92$ 153.941538$ 26,683.20$ 320,198.40$ Sr Information Tech Svcs Mgr 743 9 92.022923$ 15,950.64$ 191,407.68$ 119.089731$ 20,642.22$ 247,706.64$ Sr Management Analyst 742 9 68.630192$ 11,895.90$ 142,750.80$ 88.823250$ 15,396.03$ 184,752.36$ Sr Performance Auditor 202 9 73.067827$ 12,665.09$ 151,981.08$ 94.553135$ 16,389.21$ 196,670.52$ Sr Power System Schedlr/Trader 772 9E 86.684654$ 15,025.34$ 180,304.08$ 112.187423$ 19,445. 82$ 233,349.84$ Street Superintendent 159 9 82.409885$ 14,284.38$ 171,412.56$ 106.654558$ 18,486.79$ 221,841.48$ Transportation Manager 171 9 100.781135$ 17,468.73$ 209,624.76$ 130.426558$ 22,607.27$ 271,287.24$ Utility Business Systems Mgr 898 9 80.414942$ 13,938.59$ 167,263.08$ 104.061923$ 18,037.40$ 216,448.80$ Utility Operations Engineer 155 9 84.891288$ 14,714.49$ 176,573.88$ 109.851981$ 19,041.01$ 228,492.12$ Water & Sewer Operations Mgr 180 9 83.438596$ 14,462.69$ 173,552.28$ 107.989154$ 18,718.12$ 224,617.44$ Water & Sewer Superintendent 029 9 75.445038$ 13,077.14$ 156,925.68$ 97.646192$ 16,925.34$ 203,104.08$ Web & Digital Media Manager 073 9 71.934865$ 12,468.71$ 149,624.52$ 93.086423$ 16,134.98$ 193,619.76$ All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 4 of 4 Resolution/Update Unclassified Salary Plan (eff 7/1/2026) Page 1 of 2 RESOLUTION NO. ____________

A RESOLUTION OF THE CITY OF SANTA CLARA,

CALIFORNIA, TO ADOPT THE AMENDED UNCLASSIFIED

SALARY PLAN FOR VARIOUS POSITIONS WITH AN
APPROVAL DATE OF JULY 7, 2026, AND AN EFFECTIVE
DATE OF JULY 1, 2026

WHEREAS, the City of Santa Clara contracts with CalPERS to provide retirement benefits;
WHEREAS, to comply with the California Code Regulations section 570.5, the City of Santa Clara shall among other things, have publicly available pay schedules approved and adopted by the City Council which shall indicate an effective date and date of any revisions; and
WHEREAS, as required by the California Code Regulations section 570.5 and as mandated by CalPERS, the City Council deems it to be in the best interests of the City to adopt the Amended Unclassified Salary Plans for elected positions to reflect salary modifications approved and adopted by the Salary Setting Commission, with an approval date of July 7, 2026, and an effective date of July 1, 2026.

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

1. That the City hereby adopts the Amended Unclassified Salary Plan for the positions of Mayor, City Council Member, and City Clerk, reflecting the wage increases previously approved by the Salary Setting Commission.
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Resolution/Update Unclassified Salary Plan (eff 7/1/2026) Page 2 of 2

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 7TH DAY OF JULY, 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:

Exhibit 1: Unclassified Salary Plan (effective July 1, 2026) approved July 7, 2026 Exhibit 2: Unclassified Salary Plan (effective July 5, 2026) approved July 7, 2006

City of Santa Clara
Unclassified/Elected Salary Plan
Effective 7/1/2026
Approved 7/7/2026
Minimum Salary Maximum Salary
Job Title Job Code Union Code Hourly Monthly Annual Hourly Monthly Annual Accounting Division Manager 109 9 89.478981 $ 15,509.69 $ 186,116.28 $ 115.795038 $ 20,071.14 $ 240,853.68 $ Asst Building Official 222 9 95.373288 $ 16,531.37 $ 198,376.44 $ 123.434077 $ 21,395.24 $ 256,742.88 $ Asst City Attorney 015 9 110.845962 $ 19,213.30 $ 230,559.60 $ 143.452673 $ 24,865.13 $ 298,381.56 $ Asst City Clerk 010 9 84.381692 $ 14,626.16 $ 175,513.92 $ 109.189904 $ 18,926.25 $ 227,115.00 $ Asst City Librarian 012 9 96.582750 $ 16,741.01 $ 200,892.12 $ 124.990962 $ 21,665.10 $ 259,981.20 $ Asst City Manager 016 9 143.042827 $ 24,794.09 $ 297,529.08 $ 185.105654 $ 32,084.98 $ 385,019.76 $ Asst Dir of Community Dev 038 9 109.164981 $ 18,921.93 $ 227,063.16 $ 141.914192 $ 24,598.46 $ 295,181.52 $ Asst Dir of Electric Util 021 9 130.850654 $ 22,680.78 $ 272,169.36 $ 169.337712 $ 29,351.87 $ 352,222.44 $ Asst Dir of Finance 022 9 104.138365 $ 18,050.65 $ 216,607.80 $ 134.771019 $ 23,360.31 $ 280,323.72 $ Asst Dir of Human Resources 018 9 104.138365 $ 18,050.65 $ 216,607.80 $ 134.771019 $ 23,360.31 $ 280,323.72 $ Asst Dir of Pub Works/City Eng 071 9 114.842769 $ 19,906.08 $ 238,872.96 $ 148.624154 $ 25,761.52 $ 309,138.24 $ Asst Dir of Water & Sewer Util 014 9 103.074923 $ 17,866.32 $ 214,395.84 $ 133.401577 $ 23,122.94 $ 277,475.28 $ Asst Fire Chief 024 9B 144.731423 $ 25,086.78 $ 301,041.36 $ 187.309038 $ 32,466.90 $ 389,602.80 $ Asst Fire Marshal 026 9B 111.007846 $ 19,241.36 $ 230,896.32 $ 143.657250 $ 24,900.59 $ 298,807.08 $ Asst Fleet Manager 046 9 62.603365 $ 10,851.25 $ 130,215.00 $ 81.008769 $ 14,041.52 $ 168,498.24 $ Asst Police Chief 027 9A 153.086596 $ 26,535.01 $ 318,420.12 $ 190.489673 $ 33,018.21 $ 396,218.52 $ Asst To The City Manager 028 9 101.802808 $ 17,645.82 $ 211,749.84 $ 131.740385 $ 22,835.00 $ 274,020.00 $ Audit Manager 201 9 86.142519 $ 14,931.37 $ 179,176.44 $ 111.478442 $ 19,322.93 $ 231,875.16 $
Battalion Chief 036 9B 119.595692 $ 20,729.92 $ 248,759.04 $ 154.762212 $ 26,825.45 $ 321,905.40 $ Battalion Chief 24 Hrs 036S 9BS 81.357610 $ 19,742.78 $ 236,913.36 $ 105.280426 $ 25,548.05 $ 306,576.60 $ Budget & Treasury Division Mgr 113 9 89.478981 $ 15,509.69 $ 186,116.28 $ 115.795038 $ 20,071.14 $ 240,853.68 $ Building Maintenance Manager 041 9 79.240269 $ 13,734.98 $ 164,819.76 $ 102.546577 $ 17,774.74 $ 213,296.88 $ Building Official 042 9 104.916865 $ 18,185.59 $ 218,227.08 $ 135.771923 $ 23,533.80 $ 282,405.60 $ Cemetery Operations Manager 045 9 63.364327 $ 10,983.15 $ 131,797.80 $ 81.999808 $ 14,213.30 $ 170,559.60 $ Chief Asst City Attorney 037 9 127.472538 $ 22,095.24 $ 265,142.88 $ 164.970519 $ 28,594.89 $ 343,138.68 $ Chief Operating Officer 311 9 164.504596 $ 28,514.13 $ 342,169.56 $ 212.882827 $ 36,899.69 $ 442,796.28 $ City Attorney 060 Appointed 181.668462 $ 31,489.20 $ 377,870.40 $

City Auditor 067 9 104.138365 $ 18,050.65 $ 216,607.80 $ 134.771019 $ 23,360.31 $ 280,323.72 $ All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 1 of 5 City of Santa Clara
Unclassified/Elected Salary Plan
Effective 7/1/2026
Approved 7/7/2026
Minimum Salary Maximum Salary
Job Title Job Code Union Code Hourly Monthly Annual Hourly Monthly Annual City Clerk 063 Elected 1,650.00 $ 19,800.00 $
City Council Member CNCL Elected 2,200.00 $ 26,400.00 $ City Librarian 066 9 129.926538 $ 22,520.60 $ 270,247.20 $ 168.137423 $ 29,143.82 $ 349,725.84 $ City Manager 069 Appointed 211.241712 $ 36,615.23 $ 439,382.76 $ Communications & Outreach Mgr 083 9 71.934865 $ 12,468.71 $ 149,624.52 $ 93.086423 $ 16,134.98 $ 193,619.76 $ Communications Operations Mgr 068 9 81.513173 $ 14,128.95 $ 169,547.40 $ 105.486808 $ 18,284.38 $ 219,412.56 $ Compliance Manager 081 9 73.067827 $ 12,665.09 $ 151,981.08 $ 94.553135 $ 16,389.21 $ 196,670.52 $ Contracts Manager 342 9 80.547058 $ 13,961.49 $ 167,537.88 $ 104.228712 $ 18,066.31 $ 216,795.72 $ Deputy City Attorney I 170 9 69.272654 $ 12,007.26 $ 144,087.12 $ 89.645712 $ 15,538.59 $ 186,463.08 $ Deputy City Attorney II 172 9 80.818096 $ 14,008.47 $ 168,101.64 $ 104.590154 $ 18,128.96 $ 217,547.52 $ Deput
y City Clerk 178 9 62.391346 $ 10,814.50 $ 129,774.00 $ 80.748577 $ 13,996.42 $ 167,957.04 $
Deputy City Manager 079 9 111.985962 $ 19,410.90 $ 232,930.80 $ 144.912288 $ 25,118.13 $ 301,417.56 $ Deputy Director 176 9 90.653596 $ 15,713.29 $ 188,559.48 $ 117.317250 $ 20,334.99 $ 244,019.88 $ Deputy Fire Chief 080 9B 131.573423 $ 22,806.06 $ 273,672.72 $ 170.282250 $ 29,515.59 $ 354,187.08 $ Development Project Manager 158 9 90.647654 $ 15,712.26 $ 188,547.12 $ 117.307212 $ 20,333.25 $ 243,999.00 $ Development Review Officer 144 9 87.699577 $ 15,201.26 $ 182,415.12 $ 113.494212 $ 19,672.33 $ 236,067.96 $ Director of Community Developm 090 9 130.185635 $ 22,565.51 $ 270,786.12 $ 168.478327 $ 29,202.91 $ 350,434.92 $ Director of Econ Dev and Sust 085 9 118.999615 $ 20,626.60 $ 247,519.20 $ 153.509654 $ 26,608.34 $ 319,300.08 $ Director of Finance 087 9 129.926538 $ 22,520.60 $ 270,247.20 $ 168.137423 $ 29,143.82 $ 349,725.84 $ Director of Human Resources 088 9 129.926538 $ 22,520.60 $ 270,247.20 $ 168.137423 $ 29,143.82 $ 349,725.84 $
Director of Inf Technology/CIO 089 9 129.926538 $ 22,520.60 $ 270,247.20 $ 168.137423 $ 29,143.82 $ 349,725.84 $ Director of Public Works 091 9 137.706462 $ 23,869.12 $ 286,429.44 $ 178.208250 $ 30,889.43 $ 370,673.16 $ Director of Silicon Valley Pwr 108 9 164.504596 $ 28,514.13 $ 342,169.56 $ 212.882827 $ 36,899.69 $ 442,796.28 $ Director of Wtr & Sewer Utils 102 9 129.926538 $ 22,520.60 $ 270,247.20 $ 168.137423 $ 29,143.82 $ 349,725.84 $ Elec Div Mgr - Engineering 104Q 9E 108.135173 $ 18,743.43 $ 224,921.16 $ 139.949308 $ 24,257.88 $ 291,094.56 $ Elec Div Mgr - Generation 104R 9E 108.135173 $ 18,743.43 $ 224,921.16 $ 139.949308 $ 24,257.88 $ 291,094.56 $ Elec Div Mgr - Operations 104P 9E 108.135173 $ 18,743.43 $ 224,921.16 $ 139.949308 $ 24,257.88 $ 291,094.56 $ Elec Div Mgr - Substations 104M 9E 108.135173 $ 18,743.43 $ 224,921.16 $ 139.949308 $ 24,257.88 $ 291,094.56 $ All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 2 of 5 City of Santa Clara
Unclassified/Elected Salary Plan
Effective 7/1/2026
Approved 7/7/2026
Minimum Salary Maximum Salary
Job Title Job Code Union Code Hourly Monthly Annual Hourly Monthly Annual Elec Div Mgr - Transm, Distrib 104S 9E 108.135173 $ 18,743.43 $ 224,921.16 $ 139.949308 $ 24,257.88 $ 291,094.56 $ Elec Div Mgr-Mkt A & P 107F 9E 108.135173 $ 18,743.43 $ 224,921.16 $ 139.949308 $ 24,257.88 $ 291,094.56 $ Elec Division Manager 104 9E 108.135173 $ 18,743.43 $ 224,921.16 $ 139.949308 $ 24,257.88 $ 291,094.56 $ Elec Program Manager 424 9E 94.038750 $ 16,300.05 $ 195,600.60 $ 121.689404 $ 21,092.83 $ 253,113.96 $ Elec Util Chief Oper Officer 116 9 143.939192 $ 24,949.46 $ 299,393.52 $ 186.277096 $ 32,288.03 $ 387,456.36 $ Elec Util Risk Control Analyst 697 9E 84.217038 $ 14,597.62 $ 175,171.44 $ 108.990058 $ 18,891.61 $ 226,699.32 $ Emergency Services Officer 106 9 97.889481 $ 16,967.51 $ 203,610.12 $ 126.673096 $ 21,956.67 $ 263,480.04 $ Environmental Programs Mgr 461 9 73.067827 $ 12,665.09 $ 151,981.08 $ 94.553135 $ 16,389.21 $ 196,670.52 $ Executive Assistant 187 9 61.452923 $ 10,651.84 $ 127,822.08 $ 79.525269 $ 13,784.38 $ 165,412.56 $ Fir
e Chief 117 9B 157.405038 $ 27,283.54 $ 327,402.48 $ 203.689962 $ 35,306.26 $ 423,675.12 $ Fire Marshal 120 9B 119.594942 $ 20,729.79 $ 248,757.48 $ 154.758000 $ 26,824.72 $ 321,896.64 $ Fleet Manager 034 9 75.500654 $ 13,086.78 $ 157,041.36 $ 97.701808 $ 16,934.98 $ 203,219.76 $ Housing & Comm Svc Div Mgr 075 9 90.730038 $ 15,726.54 $ 188,718.48 $ 117.421500 $ 20,353.06 $ 244,236.72 $ Housing Development Officer 749 9 71.253692 $ 12,350.64 $ 148,207.68 $ 92.210654 $ 15,983.18 $ 191,798.16 $ Human Resources Div Mgr 139 9 89.478981 $ 15,509.69 $ 186,116.28 $ 115.795038 $ 20,071.14 $ 240,853.68 $ Information Technology Svc Mgr 112 9 83.980673 $ 14,556.65 $ 174,679.80 $ 108.670385 $ 18,836.20 $ 226,034.40 $ Inspection Manager 134 9 89.868115 $ 15,577.14 $ 186,925.68 $ 116.309308 $ 20,160.28 $ 241,923.36 $ Legal
Executive Assistant 185 9 61.452923 $ 10,651.84 $ 127,822.08 $ 79.525269 $ 13,784.38 $ 165,412.56 $ Libr
ary Div Mgr -Support Svcs 127G 9 75.445038 $ 13,077.14 $ 156,925.68 $ 97.646192 $ 16,925.34 $ 203,104.08 $ Management Analyst 008 9 62.391346 $ 10,814.50 $ 129,774.00 $ 80.748577 $ 13,996.42 $ 167,957.04 $ Mayor MAYOR Elected 2,750.00 $ 33,000.00 $
Municipal Services Div Mgr 110 9 89.478981 $ 15,509.69 $ 186,116.28 $ 115.795038 $ 20,071.14 $ 240,853.68 $ Park Maint & Operations Superv 131 9 74.576192 $ 12,926.54 $ 155,118.48 $ 96.499327 $ 16,726.55 $ 200,718.60 $ Parks & Recreation Director 132 9 129.926538 $ 22,520.60 $ 270,247.20 $ 168.137423 $ 29,143.82 $ 349,725.84 $ Parks Const, Mtc & Repair Mgr 130 9 74.576192 $ 12,926.54 $ 155,118.48 $ 96.499327 $ 16,726.55 $ 200,718.60 $ Performance Auditor I 203 9 51.992769 $ 9,012.08 $ 108,144.96 $ 67.290519 $ 11,663.69 $ 139,964.28 $ Performance Auditor II 204 9 62.391346 $ 10,814.50 $ 129,774.00 $ 80.748577 $ 13,996.42 $ 167,957.04 $ Plan Review Manager 629 9 90.834346 $ 15,744.62 $ 188,935.44 $ 117.539654 $ 20,373.54 $ 244,482.48 $
All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 3 of 5 City of Santa Clara
Unclassified/Elected Salary Plan
Effective 7/1/2026
Approved 7/7/2026
Minimum Salary Maximum Salary
Job Title Job Code Union Code Hourly Monthly Annual Hourly Monthly Annual Planning Manager 072 9 94.726788 $ 16,419.31 $ 197,031.72 $ 122.586000 $ 21,248.24 $ 254,978.88 $ Police Captain 138 9A 150.016096 $ 26,002.79 $ 312,033.48 $ 181.432385 $ 31,448.28 $ 377,379.36 $ Police Chief 141 Elected 29,473.88 $ 353,686.56 $ Police Records Manager 647 9 64.268019 $ 11,139.79 $ 133,677.48 $ 83.174423 $ 14,416.90 $ 173,002.80 $ Power System Scheduler/Trader 674 9E 80.651250 $ 13,979.55 $ 167,754.60 $ 104.374673 $ 18,091.61 $ 217,099.32 $ Power Trader 673 9E 103.074923 $ 17,866.32 $ 214,395.84 $ 133.401577 $ 23,122.94 $ 277,475.28 $ Principal Accountant 148 9 80.547058 $ 13,961.49 $ 167,537.88 $ 104.228712 $ 18,066.31 $ 216,795.72 $ Principal Electric Utility Eng 145 9E 102.998365 $ 17,853.05 $ 214,236.60 $ 133.290346 $ 23,103.66 $ 277,243.92 $ Principal Eng - Water & Sewer 142W 9 99.870462 $ 17,310.88 $ 207,730.56 $ 129.244962 $ 22,402.46 $ 268,829.52 $ Principal Eng/City Surveyor 140 9 104.864135 $ 18,176.45 $ 218,117.40 $ 135.709212 $ 23,522.93 $ 282,275.16 $ Principal Engineer 142 9 99.870462 $ 17,310.88 $ 207,730.56 $ 129.244962 $ 22,402.46 $ 268,829.52 $ Principal Financial Analyst 149 9 80.547058 $ 13,961.49 $ 167,537.88 $ 104.228712 $ 18,066.31 $ 216,795.72 $ Principal Planner 143 9 80.547058 $ 13,961.49 $ 167,537.88 $ 104.228712 $ 18,066.31 $ 216,795.72 $ Principal Power Analyst 154 9E 80.547058 $ 13,961.49 $ 167,537.88 $ 104.228712 $ 18,066.31 $ 216,795.72 $ Principal Util Info System Mgr 146 9E 103.074923 $ 17,866.32 $ 214,395.84 $ 133.401577 $ 23,122.94 $ 277,475.28 $ Public Information Officer 077 9 97.889481 $ 16,967.51 $ 203,610.12 $ 126.673096 $ 21,956.67 $ 263,480.04 $ Public Records Manager 082 9 62.391346 $ 10,814.50 $ 129,774.00 $ 80.748577 $ 13,996.42 $ 167,957.04 $ Purchasing Division Manager 147 9 86.142519 $ 14,931.37 $ 179,176.44 $ 111.478442 $ 19,322.93 $ 231,875.16 $ Recreation Manager 150 9 81.311654 $ 14,094.02 $ 169,128.24 $ 105.222635 $ 18,238.59 $ 218,863.08 $
Risk Manager 700 9 86.142519 $ 14,931.37 $ 179,176.44 $ 111.478442 $ 19,322.93 $ 231,875.16 $ Sr Counsel for SVP 179 9 119.543827 $ 20,720.93 $ 248,651.16 $ 154.211538 $ 26,730.00 $ 320,760.00 $ Sr Deputy City Attorney 161 9 85.906096 $ 14,890.39 $ 178,684.68 $ 111.179712 $ 19,271.15 $ 231,253.80 $ Sr Elec Div Mgr 173 9E 118.943712 $ 20,616.91 $ 247,402.92 $ 153.941538 $ 26,683.20 $ 320,198.40 $ Sr Elec Div Mgr-Mkt A&P 174A 9E 118.943712 $ 20,616.91 $ 247,402.92 $ 153.941538 $ 26,683.20 $ 320,198.40 $ Sr Information Tech Svcs Mgr 743 9 92.022923 $ 15,950.64 $ 191,407.68 $ 119.089731 $ 20,642.22 $ 247,706.64 $ Sr Management Analyst 742 9 68.630192 $ 11,895.90 $ 142,750.80 $ 88.823250 $ 15,396.03 $ 184,752.36 $ Sr Performance Auditor 202 9 73.067827 $ 12,665.09 $ 151,981.08 $ 94.553135 $ 16,389.21 $ 196,670.52 $ Sr Power System Schedlr/Trader 772 9E 86.684654 $ 15,025.34 $ 180,304.08 $ 112.187423 $ 19,445.82 $ 233,349.84 $
All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 4 of 5 City of Santa Clara
Unclassified/Elected Salary Plan
Effective 7/1/2026
Approved 7/7/2026
Minimum Salary Maximum Salary
Job Title Job Code Union Code Hourly Monthly Annual Hourly Monthly Annual Street Superintendent 159 9 82.409885 $ 14,284.38 $ 171,412.56 $ 106.654558 $ 18,486.79 $ 221,841.48 $ Transportation Manager 171 9 100.781135 $ 17,468.73 $ 209,624.76 $ 130.426558 $ 22,607.27 $ 271,287.24 $ Utility Business Systems Mgr 898 9 80.414942 $ 13,938.59 $ 167,263.08 $ 104.061923 $ 18,037.40 $ 216,448.80 $ Utility Operations Engineer 155 9 84.891288 $ 14,714.49 $ 176,573.88 $ 109.851981 $ 19,041.01 $ 228,492.12 $ Water & Sewer Operations Mgr 180 9 83.438596 $ 14,462.69 $ 173,552.28 $ 107.989154 $ 18,718.12 $ 224,617.44 $ Water & Sewer Superintendent 029 9 75.445038 $ 13,077.14 $ 156,925.68 $ 97.646192 $ 16,925.34 $ 203,104.08 $ Web & Digital Media Manager 073 9 71.934865 $ 12,468.71 $ 149,624.52 $ 93.086423 $ 16,134.98 $ 193,619.76 $ All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 5 of 5 City of Santa Clara
Unclassified/Elected Salary Plan
Effective 751/2026
Approved 7/7/2026
Job Title Job Code Union Code Hourly Monthly Annual Hourly Monthly Annual Asst Building Official 222 9 95.373288$ 16,531.37$ 198,376.44$ 123.434077$ 21,395.24$ 256,742.88$ Asst City Attorney 015 9 110.845962$ 19,213.30$ 230,559.60$ 143.452673$ 24,865.13$ 298,381.56$ Asst City Clerk 010 9 84.381692$ 14,626.16$ 175,513.92$ 109.189904$ 18,926.25$ 227,115.00$ Asst City Librarian 012 9 96.582750$ 16,741.01$ 200,892.12$ 124.990962$ 21,665.10$ 259,981.20$ Asst City Manager 016 9 143.042827$ 24,794.09$ 297,529.08$ 185.105654$ 32,084.98$ 385,019.76$ Asst Dir of Community Dev 038 9 109.164981$ 18,921.93$ 227,063.16$ 141.914192$ 24,598.46$ 295,181.52$ Asst Dir of Electric Util 021 9 130.850654$ 22,680.78$ 272,169.36$ 169.337712$ 29,351.87$ 352,222.44$ Asst Dir of Finance 022 9 104.138365$ 18,050.65$ 216,607.80$ 134.771019$ 23,360.31$ 280,323.72$ Asst Dir of Human Resources 018 9 104.138365$ 18,050.65$ 216,607.80$ 134.771019$ 23,360.31$ 280,323.72$ Asst Dir of Pub Works/City Eng 071 9 114.842769$ 19,906.08$ 238,872.96$ 148.624154$ 25, 761.52$ 309,138.24$ Asst Dir of Water & Sewer Util 014 9 103.074923$ 17,866.32$ 214,395.84$ 133.401577$ 23,122.94$ 277,475.28$ Asst Fire Chief 024 9B 144.731423$ 25,086.78$ 301,041.36$ 187.309038$ 32,466.90$ 389,602.80$ Asst Fire Marshal 026 9B 111.007846$ 19,241.36$ 230,896.32$ 143.657250$ 24,900.59$ 298,807.08$ Asst Fleet Manager 046 9 62.603365$ 10,851.25$ 130,215.00$ 81.008769$ 14,041.52$ 168,498. 24$
Asst Police Chief 027 9A 153.086596$ 26,535.01$ 318,420.12$ 190.489673$ 33,018.21$ 396,218.52$ Asst To The City Manager 028 9 101.802808$ 17,645.82$ 211,749.84$ 131.740385$ 22,835.00$ 274,020.00$ Battalion Chief 036 9B 119.595692$ 20,729.92$ 248,759.04$ 154.762212$ 26,825.45$ 321,905.40$ Battalion Chief 24 Hrs 036S 9BS 81.357610$ 19,742.78$ 236,913.36$ 105.280426$ 25,548.05$ 306,576.60$ Building Maintenance Manager 041 9 79.240269$ 13,734.98$ 164,819.76$ 102.546577$ 17,774.74$ 213,296.88$ Building Official 042 9 104.916865$ 18,185.59$ 218,227.08$ 135.771923$ 23,533.80$ 282,405.60$ Cem
etery Operations Manager 045 9 63.364327$ 10,983.15$ 131,797.80$ 81.999808$ 14,213.30$ 170,559.60$ Chief Asst City Attorney 037 9 127.472538$ 22,095.24$ 265,142.88$ 164.970519$ 28,594.89$ 343,138.68$ Chief Operating Officer 311 9 164.504596$ 28,514.13$ 342,169.56$ 212.882827$ 36,899.69$ 442,796.28$ City Attorney 060 Appointed 181.668462$ 31,489.20$ 377,870.40$ City Auditor 067 9 104.138365$ 18,050.65$ 216,607.80$ 134.771019$ 23,360.31$ 280,323.72$ City Clerk 063 Elected 1,650.00$ 19,800.00$
City Council Member CNCL Elected 2,200.00$ 26,400.00$ City Librarian 066 9 129.926538$ 22,520.60$ 270,247.20$ 168.137423$ 29,143.82$ 349,725.84$ Minimum Salary Maximum Salary
All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 1 of 4 City of Santa Clara
Unclassified/Elected Salary Plan
Effective 751/2026
Approved 7/7/2026
Job Title Job Code Union Code Hourly Monthly Annual Hourly Monthly Annual Minimum Salary Maximum Salary
City Manager 069 Appointed 211.241712$ 36,615.23$ 439,382.76$ Communications & Outreach Mgr 083 9 71.934865$ 12,468.71$ 149,624.52$ 93.086423$ 16,134.98$ 193,619.76$ Communications Operations Mgr 068 9 81.513173$ 14,128.95$ 169,547.40$ 105.486808$ 18,284.38$ 219,412.56$ Compliance Manager 081 9 73.067827$ 12,665.09$ 151,981.08$ 94.553135$ 16,389.21$ 196,670.52$ Contracts Manager 342 9 80.547058$ 13,961.49$ 167,537.88$ 104.228712$ 18,066.31$ 216,795.72$ Deputy City Attorney I 170 9 69.272654$ 12,007.26$ 144,087.12$ 89.645712$ 15,538.59$ 186,463.08$ Deputy City Attorney II 172 9 80.818096$ 14,008.47$ 168,101.64$ 104.590154$ 18,128.96$ 217,547.52$ Deputy City Clerk 178 9 62.391346$ 10,814.50$ 129,774.00$ 80.748577$ 13,996.42$ 167,957.04$ Deputy City Manager 079 9 111.985962$ 19,410.90$ 232,930.80$ 144.912288$ 25,118.13$ 301,417.56$ Deputy Director 176 9 90.653596$ 15,713.29$ 188,559.48$ 117.317250$ 20,334.99$ 244,019.88$ Deputy Fire Chief 080 9B 131.573423$ 22,806.06$ 273,672.72$ 170.282250$ 29,515.59$ 354, 187.08$ Development Project Manager 158 9 90.647654$ 15,712.26$ 188,547.12$ 117.307212$ 20,333.25$ 243,999.00$ Development Review Officer 144 9 87.699577$ 15,201.26$ 182,415.12$ 113.494212$ 19,672.33$ 236,067.96$ Director of Community Developm 090 9 130.185635$ 22,565.51$ 270,786.12$ 168.478327$ 29,202.91$ 350,434.92$ Director of Econ Dev and Sust 085 9 118.999615$ 20,626.60$ 247,519.20$ 153.509654$ 26,608.34$ 319,300.08$ Director of Finance 087 9 129.926538$
22,520.60$ 270,247.20$ 168.137423$ 29,143.82$ 349,725.84$ Director of Human Resources 088 9 129.926538$ 22,520.60$ 270,247.20$ 168.137423$ 29,143.82$ 349,725.84$ Director of Inf Technology/CIO 089 9 129.926538$ 22,520.60$ 270,247.20$ 168.137423$ 29,143.82$ 349,725.84$ Director of Public Works 091 9 137.706462$ 23,869.12$ 286,429.44$ 178.208250$ 30,889.43$ 370,673.16$ Director of Silicon Valley Pwr 108 9 164.504596$ 28,514.13$ 342,169.56$ 212.882827$ 36,899.69$ 442,796.28$ Director of Wtr & Sewer Utils 102 9 129.926538$ 22,520.60$ 270,247.20$ 168.137423$ 29,143.82$ 349,725.84$ Division Manager 136 9 86.142519$ 14,931.37$ 179,176.44$ 117.421500$ 20,353.06$ 244,236.72$ Elec Div Mgr - Engineering 104Q 9E 117.750558$ 20,410.10$ 244,921.16$ 144.684361$ 25,078.62$ 300,943.47$ Elec Div Mgr - Generation 104R 9E 117.750558$ 20,410.10$ 244,921.16$ 144.684361$ 25,078.62$ 300,943.47$ Elec Div Mgr - Operations 104P 9E 117.750558$ 20,410.10$ 244,921.16$ 144.684361$ 25,078.62$ 300,943.47$ Elec Div Mgr - Substations 104M 9E 117.750558$ 20,410.10$ 244,921.16$ 144.684361$ 25,078.62$ 300,943.47$ Elec Div Mgr - Transm, Distrib 104S 9E 117.750558$ 20,410.10$ 244,921.16$ 144.684361$ 25,078.62$ 300,943.47$ Elec Div Mgr-Mkt A & P 107F 9E 117.750558$ 20,410.10$ 244,921.16$ 144.684361$ 25,078.62$ 300,943.47$ All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 2 of 4 City of Santa Clara
Unclassified/Elected Salary Plan
Effective 751/2026
Approved 7/7/2026
Job Title Job Code Union Code Hourly Monthly Annual Hourly Monthly Annual Minimum Salary Maximum Salary
Elec Division Manager 104 9E 117.750558$ 20,410.10$ 244,921.16$ 144.684361$ 25,078.62$ 300,943.47$ Elec Program Manager 424 9E 94.038750$ 16,300.05$ 195,600.60$ 121.689404$ 21,092.83$ 253,113.96$ Elec Util Chief Oper Officer 116 9 143.939192$ 24,949.46$ 299,393.52$ 186.277096$ 32,288.03$ 387,456.36$ Elec Util Risk Control Analyst 697 9E 84.217038$ 14,597.62$ 175,171.44$ 108.990058$ 18,891.61$ 226,699.32$ Emergency Services Officer 106 9 97.889481$ 16,967.51$ 203,610.12$ 126.673096$ 21,956.67$ 263,480.04$ Environmental Programs Mgr 461 9 73.067827$ 12,665.09$ 151,981.08$ 94.553135$ 16,389.21$ 196,670.52$ Executive Assistant 187 9 61.452923$ 10,651.84$ 127,822.08$ 79.525269$ 13,784.38$ 165,412.56$ Fire Chief 117 9B 157.405038$ 27,283.54$ 327,402.48$ 203.689962$ 35,306.26$ 423,675.12$ Fire Marshal 120 9B 119.594942$ 20,729.79$ 248,757.48$ 154.758000$ 26,824.72$ 321,896.64$ Fleet Manager 034 9 75.500654$ 13,086.78$ 157,041.36$ 97.701808$ 16,934.98$ 203,219.76$ Housing Development Officer 749 9 71.253692$ 12,350.64$ 148, 207.68$ 92.210654$ 15,983.18$ 191,798.16$ Information Technology Svc Mgr 112 9 83.980673$ 14,556.65$ 174,679.80$ 108.670385$ 18,836.20$ 226,034.40$ Inspection Manager 134 9 89.868115$ 15,577.14$ 186,925.68$ 116.309308$ 20,160.28$ 241,923.36$ Legal Executive Assistant 185 9 61.452923$ 10,651.84$ 127,822.08$ 79.525269$ 13,784.38$ 165,412.56$ Library Div Mgr -Support Svcs 127G 9 75.445038$ 13,077.14$ 156,925.68$ 97.646192$ 16,925.34$ 203,104. 08$
Management Analyst 008 9 62.391346$ 10,814.50$ 129,774.00$ 80.748577$ 13,996.42$ 167,957.04$ Mayor MAYOR Elected 2,750.00$ 33,000.00$
Park Maint & Operations Superv 131 9 74.576192$ 12,926.54$ 155,118.48$ 96.499327$ 16,726.55$ 200,718.60$ Parks & Recreation Director 132 9 129.926538$ 22,520.60$ 270,247.20$ 168.137423$ 29,143.82$ 349,725.84$ Parks Const, Mtc & Repair Mgr 130 9 74.576192$ 12,926.54$ 155,118.48$ 96.499327$ 16,726.55$ 200,718.60$ Performance Auditor I 203 9 51.992769$ 9,012.08$ 108,144.96$ 67.290519$ 11,663.69$ 139,964.28$ Performance Auditor II 204 9 62.391346$ 10,814.50$ 129,774.00$ 80.748577$ 13,996.42$ 167,957.04$ Plan Review Manager 629 9 90.834346$ 15,744.62$ 188,935.44$ 117.539654$ 20,373.54$ 244,482.48$ Planning Manager 072 9 94.726788$ 16,419.31$ 197,031.72$ 122.586000$ 21,248.24$ 254,978.88$ Police Captain 138 9A 150.016096$ 26,002.79$ 312,033.48$ 181.432385$ 31,448.28$ 377,379.36$ Police Chief 141 Elected 29,473.88$ 353,686.56$ Police Records Manager 647 9 64.268019$ 11,139.79$ 133,677.48$ 83.174423$ 14,416.90$ 173,002.80$ Power System Scheduler/Trader 674 9E 80.651250$ 13,979.55$ 167,754.60$ 104.374673$ 18,091.61$ 217,099.32$ All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 3 of 4 City of Santa Clara
Unclassified/Elected Salary Plan
Effective 751/2026
Approved 7/7/2026
Job Title Job Code Union Code Hourly Monthly Annual Hourly Monthly Annual Minimum Salary Maximum Salary
Power Trader 673 9E 103.074923$ 17,866.32$ 214,395.84$ 133.401577$ 23,122.94$ 277,475.28$ Principal Accountant 148 9 80.547058$ 13,961.49$ 167,537.88$ 104.228712$ 18,066.31$ 216,795.72$ Principal Electric Utility Eng 145 9E 102.998365$ 17,853.05$ 214,236.60$ 137.794630$ 23,884.40$ 286,612.83$ Principal Eng - Water & Sewer 142W 9 99.870462$ 17,310.88$ 207,730.56$ 129.244962$ 22,402.46$ 268,829.52$ Principal Eng/City Surveyor 140 9 104.864135$ 18,176.45$ 218,117.40$ 135.709212$ 23,522.93$ 282,275.16$ Principal Engineer 142 9 99.870462$ 17,310.88$ 207,730.56$ 129.244962$ 22,402.46$ 268,829.52$ Principal Financial Analyst 149 9 80.547058$ 13,961.49$ 167,537.88$ 104.228712$ 18,066.31$ 216,795.72$ Principal Planner 143 9 80.547058$ 13,961.49$ 167,537.88$ 104.228712$ 18,066.31$ 216,795.72$ Principal Power Analyst 154 9E 80.547058$ 13,961.49$ 167,537.88$ 104.228712$ 18,066.31$ 216,795.72$ Principal Util Info System Mgr 146 9E 103.074923$ 17,866.32$ 214,395.84$ 133.401577$ 23,122.94$ 277,475.28$ Public Information Officer 077 9 97.889481$ 16,967.51$ 203, 610.12$ 126.673096$ 21,956.67$ 263,480.04$ Public Records Manager 082 9 62.391346$ 10,814.50$ 129,774.00$ 80.748577$ 13,996.42$ 167,957.04$ Recreation Manager 150 9 81.311654$ 14,094.02$ 169,128.24$ 105.222635$ 18,238.59$ 218,863.08$ Sr Counsel for SVP 179 9 119.543827$ 20,720.93$ 248,651.16$ 154.211538$ 26,730.00$ 320,760.00$ Sr Deputy City Attorney 161 9 85.906096$ 14,890.39$ 178,684.68$ 111.179712$ 19,271.15$ 231,253. 80$
Sr Elec Div Mgr 173 9E 118.943712$ 20,616.91$ 247,402.92$ 153.941538$ 26,683.20$ 320,198.40$ Sr Elec Div Mgr-Mkt A&P 174A 9E 118.943712$ 20,616.91$ 247,402.92$ 153.941538$ 26,683.20$ 320,198.40$ Sr Information Tech Svcs Mgr 743 9 92.022923$ 15,950.64$ 191,407.68$ 119.089731$ 20,642.22$ 247,706.64$ Sr Management Analyst 742 9 68.630192$ 11,895.90$ 142,750.80$ 88.823250$ 15,396.03$ 184,752.36$ Sr Performance Auditor 202 9 73.067827$ 12,665.09$ 151,981.08$ 94.553135$ 16,389.21$ 196,670.52$ Sr Power System Schedlr/Trader 772 9E 86.684654$ 15,025.34$ 180,304.08$ 112.187423$ 19,445. 82$ 233,349.84$ Street Superintendent 159 9 82.409885$ 14,284.38$ 171,412.56$ 106.654558$ 18,486.79$ 221,841.48$ Transportation Manager 171 9 100.781135$ 17,468.73$ 209,624.76$ 130.426558$ 22,607.27$ 271,287.24$ Utility Business Systems Mgr 898 9 80.414942$ 13,938.59$ 167,263.08$ 104.061923$ 18,037.40$ 216,448.80$ Utility Operations Engineer 155 9 84.891288$ 14,714.49$ 176,573.88$ 109.851981$ 19,041.01$ 228,492.12$ Water & Sewer Operations Mgr 180 9 83.438596$ 14,462.69$ 173,552.28$ 107.989154$ 18,718.12$ 224,617.44$ Water & Sewer Superintendent 029 9 75.445038$ 13,077.14$ 156,925.68$ 97.646192$ 16,925.34$ 203,104.08$ Web & Digital Media Manager 073 9 71.934865$ 12,468.71$ 149,624.52$ 93.086423$ 16,134.98$ 193,619.76$ All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 4 of 4 City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-702 Agenda Date: 7/7/2026

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Stadium Authority Bills and Claims for the Month of May 2026

BACKGROUND
Disbursements made by the Stadium Authority are based on invoices submitted for payment. Prior to payment, staff reviews all disbursement documents to ensure that the invoiced goods or services have been provided.

The Bills and Claims listing represents the cash disbursements required of normal and usual operations during May 2026. Budget control is set by the Stadium Authority Board through the budget adoption process.

DISCUSSION
At its March 10, 2026 meeting, the Stadium Authority Board adopted the Santa Clara Stadium Authority Fiscal Year 2026-27 Operating, Debt Service, and Capital Budget which runs from April 1, 2026 to March 31, 2027. Significant expenditures (greater than $5,000) paid in May 2026 include:
· Payments totaling $218,400.99 to the City of Santa Clara for the following:
o $185,570.45 for reimbursement of General and Administrative (G&A) City payroll costs (e.g., Executive Director’s Office (City Manager’s Office), Stadium Authority Counsel’s Office (City Attorney’s Office), and Treasurer’s Office (Finance Department)) o $4,348.72 for reimbursement of Stadium Authority Special Liability Claims related to Levi’s Stadium
o $4,592.27 reimbursement of G&A non-payroll costs (e.g., Stadium Authority office expenses)
o $6,129.56 for reimbursement of Capital Expense (CapEx) Project: Kubota Storage Box o $10,215.42 for reimbursement of CapEx Project: Replacement of end of life End User equipment
o $7,320.68 for reimbursement of CapEx Project: Secure Law Enforcement Resource Area
o $223.89 reimbursement of Celebrate Santa Clara Public Safety Costs · Payment totaling $15,756.30 to Consor PMCM Inc. for CapEx Project: Plumbing - Boilers · Payments totaling $524,528.00 to Cupertino Electric for CapEx Project: Distribution - High Voltage (PSG 12 KV Electrical Power Study, Assessment and Replacement at Quad Substations)
· Payment totaling $1,624,473.80 to Forty Niners Stadium Management Company, LLC for May 2026 Stadium Manager Expenses, inclusive of Shared Stadium Expenses · Payment totaling $29,644.75 to Giant Construction, Inc. for CapEx Project: Women's Locker City of Santa Clara Printed on 7/2/2026Page 1 of 2
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26-702 Agenda Date: 7/7/2026
Room
· Payment totaling $22,682.10 for Legal Services (March 2026) · Payment totaling $39,445.19 to Jones Sign Company for CapEx Project: Levi's Naming Rights Signage Refurbishment
· Payment totaling $34,430.78 to LRG Technologies Inc. for CapEx Project: Security - General Allowance
· Payment totaling $49,908.60 to O.C. McDonald Co., Inc. for CapEx Project: Plumbing - Boilers Names of law firms have been redacted from the Bills and Claims report. The Supreme Court of California in Los Angeles County Board of Supervisors v. Superior Court, (2016) 2 Cal.5th 282, held that invoices specifying the amounts billed by a law firm to a client fall within the scope of attorney- client privilege while the matters are active. In accordance with the Supreme Court’s ruling, the names of law firms retained by the Stadium Authority, and the specific amounts billed by each, have been redacted from the public report to maintain the confidentiality of billing records for specific legal services. The aggregate amount spent on legal services in the subject time period has been provided.

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

FISCAL IMPACT
The fiscal impact to the Stadium Authority is $2,562,082.46.

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

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

RECOMMENDATION
Approve the list of Stadium Authority Bills and Claims for May 2026.

Reviewed by: Kenn Lee, Treasurer
Approved by: Jovan D. Grogan, Executive Director

ATTACHMENTS

1. May 2026 Stadium Authority Bills and Claims
City of Santa Clara Printed on 7/2/2026Page 2 of 2
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Payment Date Vendor Invoice No. Description Fund Amount 05/06/26 City of Santa Clara N/A B2609 SCSA Admin Payroll Costs Operating 70,323.39$ 05/06/26 City of Santa Clara 98431 Reimbursement of Stadium Authority Special Liability Claims related to Levi's Stadium Operating 4,348.72 05/08/26 City of Santa Clara N/A Reimbursement of General & Administrative Costs Operating 4,592.27 05/08/26 City of Santa Clara N/A Reimbursement of Capital Expenditure Costs: Kubota Storage Box CapEx 6,129.56 05/08/26 City of Santa Clara N/A Reimbursement of Capital Expenditure Costs: Replacement of end of life End User equipment CapEx 10,215.42 05/08/26 City of Santa Clara N/A Reimbursement of Capital Expenditure Costs: Secure Law Enforcement Resource Area CapEx 7,320.68 05/22/26 City of Santa Clara N/A B2610 SCSA Admin Payroll Costs Operating 115,247.06 05/27/26 City of Santa Clara 98476 Celebrate Santa Clara Public Safety Costs Operating 223.89 218,400.99$
05/01/26 Consor PMCM Inc. 24-070 TO2-04 CapEx Project: Plumbing - Boilers CapEx 15,756.30 05/01/26 Cupertino Electric 116340
CapEx Project: Distribution - High Voltage (PSG 12 KV Electrical Power Study, Assessment and Replacement at Quad Substations) CapEx 181,719.00
05/13/26 Cupertino Electric 117756
CapEx Project: Distribution - High Voltage (PSG 12 KV Electrical Power Study, Assessment and Replacement at Quad Substations) CapEx 290,356.20
05/13/26 Cupertino Electric 118092
CapEx Project: Distribution - High Voltage (PSG 12 KV Electrical Power Study, Assessment and Replacement at Quad Substations) CapEx 52,452.80
524,528.00
05/01/26 Forty Niners Stadium Management Co, LLC S-INV103003 May 2026 Stadium Manager Expenses - Engineering Operating 302,745.80 05/01/26 Forty Niners Stadium Management Co, LLC S-INV103003 May 2026 Stadium Manager Expenses - Groundskeeping Operating 61,882.32 05/01/26 Forty Niners Stadium Management Co, LLC S-INV103003 May 2026 Stadium Manager Expenses - Guest Services Operating 40,891.45 05/01/26 Forty Niners Stadium Management Co, LLC S-INV103003 May 2026 Stadium Manager Expenses - Insurance Operating 79,556.59 05/01/26 Forty Niners Stadium Management Co, LLC S-INV103003 May 2026 Stadium Manager Expenses - Other General & Administrative Operating 116,032.18 05/01/26 Forty Niners Stadium Management Co, LLC S-INV103003 May 2026 Stadium Manager Expenses - Stadium Builder License Sales & Service Operating 211,897.04 05/01/26 Forty Niners Stadium Management Co, LLC S-INV103003 May 2026 Stadium Manager Expenses - Security Operating 186,514.81 05/01/26 Forty Niners Stadium Management Co, LLC S-INV103003 May 2026 Stadium Manager Expenses - Use of StadCo Tenant Improvements Operating 196.04 05/01/26 Forty Niners Stadium Management Co, LLC S-INV103003 May 2026 Stadium Manager Expenses - Stadium Operations Operating 310,429.67 05/01/26 Forty Niners Stadium Management Co, LLC S-INV103003 May 2026 Stadium Manager Expenses - Utilities Operating 314,327.90 1,624,473.80
05/01/26 Giant Construction, Inc. Application 7 CapEx Project: Women's Locker Room CapEx 13,460.55 05/01/26 Giant Construction, Inc. Application 6 CapEx Project: Women's Locker Room 16,184.20 29,644.75
05/01/26 Hanson Bridgett LLP 1553834 March 2026 Legal Services Operating 1,521.00 05/01/26 Hanson Bridgett LLP 1553833 March 2026 Legal Services Operating 21,161.10 22,682.10
05/13/26 Hellmuth, Obata & Kassabaum, Inc. 21.04091.30-9 CapEx Project: LED Retrofit Project - Phase 1 CapEx 1,070.00 05/13/26 Jones Signs Company Application 7.0 CapEx Project: Levi's Naming Rights Signage Refurbishment CapEx 39,445.19 05/13/26 LRG Technologies Inc. 3-1217-3845 CapEx Project: Security - General Allowance CapEx 34,430.78 05/13/26 Medline Industries LP 2421221190 CapEx Project: Medical Equipment - General Allowance CapEx (302.89) 05/13/26 Medline Industries LP 2421221189 CapEx Project: Medical Equipment - General Allowance CapEx (21.75) 05/13/26 Medline Industries LP 2416304560 CapEx Project: Medical Equipment - General Allowance CapEx 2,066.59 1,741.95
05/01/26 O.C. McDonald Co., Inc. Application 15 CapEx Project: Plumbing - Boilers CapEx 36,622.50 05/01/26 O.C. McDonald Co., Inc. Application 16 CapEx Project: Plumbing - Boilers CapEx 13,286.10 49,908.60
May 2026 Total 2,562,082.46$
Santa Clara Stadium Authority
Bills and Claims
Expenses Paid by Wire or ACH Transfer
For the Month of May 2026

-
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-352 Agenda Date: 7/7/2026

REPORT TO COUNCIL

SUBJECT
Adoption of Resolution Approving the Execution, Delivery and Performance of a Revolving Credit Agreement with TD Public Finance, LLC for Capital Costs for the Electric System in the Amount Not- to-Exceed $350,000,000 and Authorizing the Execution, Delivery and Performance of Related Documents and Certain Other Actions in connection with this Financing

BACKGROUND
The City of Santa Clara’s Electric Utility, Silicon Valley Power (SVP), has provided dependable electric service for over 128 years and is experiencing significant continued growth. SVP has developed a City Council-approved Capital Improvement Strategy to address near-term and long- term impacts from potential load growth and aged infrastructure to maintain system reliability. In 2025, SVP registered a peak load of nearly 745 Megawatt (MW), another new record, and delivered approximately 5,100 Gigawatt-hours (GWh) to customers, continuing its rapid pace of growth. This represents a 6-year compound annual growth rate of almost 5% in energy delivery, starting from 2020.

On September 28, 2021, the City Council accepted SVP’s Three-Year System Growth Strategy Plan (RTC #21-871). This plan identified $300 million of proposed projects to install new facilities and replace aged infrastructure with higher capacity infrastructure where needed. On November 15, 2022, the City Council accepted SVP’s System Expansion Plan report for the California Independent System Operator’s (CAISO) Transmission Planning Process (TPP) FY 2023/24 (RTC #22-1172). This report included a comprehensive list of $200 million of additional projects for SVP’s System Growth Strategy during the study period for a total of over $500 million of proposed projects required to serve an additional projected load of 1,306 MW by 2032. The main projects include the Kifer Receiving Station (KRS) Rebuild and Replacement, Scott Receiving Station (SRS) Rebuild and Replacement, and Northern Receiving Station (NRS) Upgrades and Expansion (collectively, “Receiving Station Projects”).

In the updated CAISO TPP FY 2024/25, to meet continued Greater Bay Area load growth, the CAISO Board approved modifications to the prior TPP-approved High Voltage Direct Current projects and a new San Jose B - NRS 230kV line project. To complement those scope changes and increase load serving capability, SVP requires improvements and upgrades at NRS (“New 230kV T-Line Improvements”). A project for the New 230kV T-Line Improvements was established in the FY 2026/27 5-Year Adopted Capital Improvement Program Budget under the title “CAISO 3 rd 230kV T-
Line into NRS.” The Receiving Station Projects and New 230kV T-Line Improvements project (altogether called the “Projects”) are enhancements needed to support both SVP’s future load growth and overall system reliability.

SVP issued $112.2 million in principal amount of tax-exempt bonds in October 2024 (2024 Electric City of Santa Clara Printed on 7/2/2026Page 1 of 7
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26-352 Agenda Date: 7/7/2026
Revenue Bonds per RTC 24-46), that produced, including bond premium, $130.6 million of proceeds (1st Tranche) to fund equipment and design costs for the Receiving Station Projects. Estimated construction costs of these three existing projects and the added New 230kV T-Line Improvements total approximately $350 million.

While a 2nd Tranche of bonds was always planned, staff worked in consultation with the City’s municipal advisor (PFM Financial Advisors LLC) and determined an interim credit facility financing instrument would be the best financing option at this time. This option provides SVP with maximum flexibility to fund the large and often unpredictable construction cashflow requirements of the Projects and, if funding is available, other Capital Improvement Plan projects. Similar to a commercial line of credit, this form of financing allows the City to draw funds as needed over time to pay project costs, with the expectation that long-term, fixed rate financing will be secured in the future to retire the interim credit facility. Given the current economic environment and uncertain construction cashflow needs, a revolving short-term financing instrument provides SVP with the most cost-effective financial flexibility. The proposed financing also provides the City flexibility to provide interim financing for other electric projects in the Capital Improvement Plan.

The attached Resolution authorizes actions related to the proposed revolving credit agreement (Credit Agreement) and the related Series 2026 Bond to finance, on a short-term basis, a portion of the costs of the Projects and any other electric projects in the Capital Improvement Plan. Staff will bring a future resolution for City Council consideration to refinance the Credit Agreement with long- term fixed rate debt.

DISCUSSION
Following the sale of 2024 Electric Revenue Bonds (RTC 24-46), SVP and Finance contemplated a second long-term fixed rate bond issuance (2nd Tranche) of $246 million in calendar year 2025, pending project deployment progress, to further fund the Receiving Station Projects. In June 2025, the issuance of the 2
nd Tranche was postponed in order to evaluate other options that better align with the anticipated project cost milestones. The plan to issue a new short term financing instrument and/or long-term debt was factored into the FY 2025/26 and FY 2026/27 Adopted Operating Budget as described under Electric Debt Planned in the Debt Service section of the budget.

Due to further uncertainties and SVP project needs, Finance requested PFM Financial Advisors LLC to assist with the solicitation of offers for an interim short-term tax-exempt Credit Agreement financing in lieu of issuing the 2
nd Tranche of long-term fixed rate bonds. The Credit Agreement will help to avoid higher carrying costs and debt service payments earlier than necessary.

On January 26, 2026, a request for proposals was sent to 17 banks, and five proposals were received on February 9, 2026. Each bank proposed rates for terms of 2 - 5 years, as requested. Best and final offer (BAFO) discussions ensued with three of the financial institutions. Following an analysis of the BAFO, Finance entered into contract negotiations with TD Public Finance, LLC (the “Lender”), as the proposer with the lowest financing cost and most advantageous financing terms.

Presented for the City Council’s review and adoption is a Resolution authorizing and approving the following documents and actions relating to the financing of the Projects and other Capital Improvement Plan projects.

Authorizing Resolution.

Through its approval of the attached resolution, the City Council authorizes City of Santa Clara Printed on 7/2/2026Page 2 of 7
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26-352 Agenda Date: 7/7/2026
the City to:

1. Enter into a Credit Agreement in the aggregate principal amount of not to exceed $350,000,000 with TD Public Finance, LLC as Lender;

2. Authorize a Series 2026 Bond and approve Fifth Supplemental Indenture;

3. Engage professional services in connection with the financing; and

4. Authorize various officers of the City to execute all documents that may be necessary to close the transaction, make any changes necessary to finalize the documents in consultation with the City Attorney and the City’s Bond Counsel, and certain other related actions.

Revolving Credit Agreement and Fee Agreement.

The agreements were created with input from
Finance, its bond counsel, Stradling Yocca Carlson & Rauth LLP, and municipal advisor, as well as the Lender and its outside legal counsel. Key terms include a 5-year tenor with a final maturity date in 2031, applicable interest rate based on Secured Overnight Financing Rate (SOFR) when the credit facility is drawn, and an unutilized fee of 20 basis points (0.20%), all predicated on a credit rating of A+ or above.

Fifth Supplemental Electric Revenue Bond Indenture and Series 2026 Bond.

In 2011, the City
entered into its Electric Revenue Bond Indenture (Indenture) with the bond trustee that serves as trustee on behalf of the owners of bonds of the City’s Electric Enterprise. The Fifth Supplemental Electric Revenue Bond Indenture (Supplemental Indenture) relating to the Series 2026 Bond, which will evidence the City’s indebtedness created under the Credit Agreement, supplements the Indenture and provides the terms. Under the Indenture and Supplemental Indenture, the City is obligated to set rates to provide adjusted net revenues sufficient in each year to cover 1.0 times the annual debt service on the City’s outstanding electric revenue bonds, including the Series 2026 Bond, and any other debt of the Electric Enterprise payable from adjusted net revenues of the Electric Enterprise in accordance with the Indenture.

All documents have been presented for approval as to form and will contain certain blanks related to dates that will be completed when the Credit Agreement is executed.

Projects.

Based on preliminary cash flow projections without contingencies, estimated funding needs and sources are detailed below. It is important to note that projections can vary materially due to various dynamics and factors during Project construction. (in $ Millions) KRS SRS NRS New 230kV T-
Line
Improvements
Total*
Total Project Cost $113.8 $107.4 $148.5 $109.3 $479.0 Funding Sources:
1st tranche Debt Issued $ 35.0 $ 35.0 $ 60.0 - $130.0 Load Development Fee $ 6.0 $ 9.0 $ 16.0 - $ 31.0 Customer Service Charges $ 2.2 $ 1.9 $ 2.9 $ 5.4 $ 12.4 Funded To-Date $ 43.2 $ 45.9 $ 78.9 $ 5.4 $173.4 Remaining Debt-Funded
Costs
$ 70.6 $ 61.5 $ 69.6 $103.9 $305.6
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*Amounts are based on estimated preliminary project cash flow projections and do not include contingencies. These figures do not align to budget appropriation amounts which include contingencies that factor in potential tariffs and additional equipment options that can be exercised. The first tranche excludes the cost of issuance of $0.6 million.

Construction contracts for the Receiving Station Projects were all awarded in July 2025 with Notice to Proceed issued on or about August 2025. As of May 2026, approximately $42 million of the $130.6 million 1
st Tranche has been spent. The majority of cash expenditures for these three projects are expected to occur in late 2026-early 2027. NRS construction is expected to be completed by June 2028, followed by SRS in March 2029, and KRS in June 2029. The New 230kV T-Line Improvements are at their preliminary stage with plans to award a design contract mid-2027 with the majority of cash expenditures expected in FY 2029/30.

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)(4) in that it is a government funding mechanism which does not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment.

FISCAL IMPACT
Over 90% of SVP’s retail rate revenues are attributable to industrial customers and less than 6% come from residential customers. Financing the costs of the Projects is consistent with SVP’s ongoing strategy to spread costs over the life of the assets in order to maintain reasonable and equitable electric utility rates and have current users who benefit from the capital projects pay for such improvements. Staff evaluated financing options to best meet SVP needs.

The original plan was to issue long-term debt to cover Electric Utility project costs. Based on preliminary project cash flow requirements, a 2
nd and 3rd tranche (Initial Plan) of debt would be split and issued in July 2026 and July 2029. Using the preliminary cash flow projections, a 5% coupon, and a final maturity of July 1, 2046, annual debt service payments were estimated to be approximately $14.76 million. All payments, including costs of issuance, resulted in a Net Present Value (NPV) cost of approximately $290 million. When comparing debt service costs, NPV helps borrowers see the true cost of borrowing over time, accounting for the time value of money.

Given the continued uncertainty of project cash flows, a Credit Agreement provides SVP flexibility in terms of liquidity and timing since SVP can draw down and borrow amounts as needed to fund Electric Utility project costs. The Finance Department explored various financing alternatives to fund the Projects, including the two scenarios described below, to help identify the lowest cost financing option. The following scenarios assume that amounts borrowed under the Credit Agreement will ultimately be refinanced with proceeds of a future long-term, fixed rate issuance of electric revenue bonds (subject to future approval by Council).
· Scenario 1: The Credit Agreement would be in place to ensure available funding for the Projects. However, SVP cash would be used to fund the Projects on a short-term basis before the issuance of long-term debt. Under IRS regulations, Project costs during the 18-month period before the issuance of long-term debt can be reimbursed. SVP cash would be used on an interim basis during this reimbursement period and then long-term fixed rate bonds would be issued in January 2028. There would be administrative costs to maintain the credit facility City of Santa Clara Printed on 7/2/2026Page 4 of 7
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26-352 Agenda Date: 7/7/2026
as well as the loss of interest earnings on SVP cash during the 18-month period.

Approximately $14.55 million of debt service and costs of issuance are avoided in FY 2026/27 and FY 2027/28 and SVP realizes NPV savings of $2.19 million over the life of the bonds. · Scenario 2: The Credit Agreement would be used to fund Project costs between now and the issuance of long-term fixed rate bonds in July 2028, based on 50% of projected cash flows.

The Credit Agreement is drawn down only when needed to cover actual Project costs, thus avoiding interest costs before funds are needed. Total cost avoidance amounts to approximately $24.86 million and SVP realizes NPV savings of $11.51 million over the life of the bonds.

The following table provides a summary of the scenarios, including assumptions and NPV savings:

Scenario (in $ Millions) Initial Plan (2nd
Tranche)
Scenario 1 Scenario 2
Assumptions LT Bonds issued
7/2026 & 7/2029
Credit Agreement +
LT Bonds issued
1/2028
Credit Agreement +
LT Bonds 7/2028
Bond True Interest Cost (TIC) 3.59% 3.47% 3.48%
Total Credit Agreement and Cash/Short
Term Costs1
N/A $4.68 $4.67
Total Long Term (LT) Bond Debt
Service
$415.90 $413.0 $401.4
Net Present Value (NPV) at 3.50% $290.23 $288.04 $278.72 NPV Savings N/A $2.19 $11.51
Credit Agreement Termination Date N/A 12/31/2027 6/30/2028 LT Bond Debt Service Payments until
Termination Date
N/A $19.23 $29.53
LT Bond Cost Avoidance N/A $14.55 $24.86
1). Includes cost of issuance, interest expense, unutilized fees, and lost cash interest earnings Based on the analysis above, the use of the Credit Agreement under Scenarios 1 and 2 will result in overall cost savings to SVP and will provide more flexibility to address any changes in project schedules. While the financial analysis and budget are based on the assumption that these Projects will be funded by the Credit Agreement, given the preliminary nature of the New 230kV T-Line Improvements that will be more defined as the project is designed and possibility for changing infrastructure needs, the Credit Agreement can be used on other capital projects in the Electric Utility’s system.

After the Credit Agreement is executed, staff will return to the City Council with budget amendments as part of the FY 2025/26 Year End Close Report to reconcile the previously assumed 2 nd Tranche
issuance and the issued Credit Agreement.

The use of the Credit Agreement was factored into the FY 2026/27 and FY 2027/28 Adopted Biennial Capital Budget, and payments for future years will be incorporated into the Electric Utility budget as part of future budget cycles. Debt service payments will be made from adjusted net revenues of the Electric Utility and have been contemplated in the Electric Utility's long-range financial plan and rate City of Santa Clara Printed on 7/2/2026Page 5 of 7
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26-352 Agenda Date: 7/7/2026
structure.

Data Centers and Resiliency
Revenue to fund the Credit Agreement and future debt service are collected from all customers, including data centers. Non-residential customers, including data centers, pay for 95% of the costs of the credit agreement and this percentage will continue to grow as SVP goes from today’s 780 MW peak demand to 1300 MW in the next few years. The data centers located in Santa Clara serve diverse purposes, from cloud services to research and development and some AI. This diversification helps reduce financial risk to SVP. In addition, data centers and other large customers pay for the cost of building and connecting to SVP’s electrical system up front as part of the design and construction of the projects. Load Development Fees are charged to these customers separately to reflect the system-wide impact for increased load, with the fees intended to capture infrastructure investments to increase capacity.

SVP does not have Take or Pay provisions in its substation agreements, but a rate structure to capture stranded capacity is being evaluated by staff. Several ideas being explored include: a Capacity Reservation Charge to ensure large customers pay for the load they are requesting; a Minimal Annual Revenue Requirement, which is similar to the capacity reservation charge but is tied to the total revenue collected, not the load; or the large customers pay for their capacity up front and reimbursements are issued at key energy milestones. Impacts to new and current customers will be part of the discussions when evaluating these strategies.

SVP has weathered fluctuations of technology cycles in the past and maintains reserves to adapt to changing financial conditions. These reserves along with other financial mechanisms, like the line of credit being recommended in this memorandum, are in place to ensure there are funds available to cover unforeseen events such as a correction in the data center market. SVP’s non-residential customers, including data centers, contribute 95% of the revenues towards funding reserves and the increases that are in current projections.

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

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

RECOMMENDATION

1. That the City Council by Resolution authorize and approving the execution, delivery and performance of Revolving Credit Agreement with TD Public Finance, LLC in an amount not to exceed $350,000,000 to provide interim financing for capital costs of the Electric Utility consistent with the Capital Improvement Plan, approving the execution of financing documents and authorizing certain other related actions consistent with the financing; and

2. Authorize the City Manager, Director of Finance, Director of Silicon Valley Power, City Attorney, and Assistant City Clerk to execute all required agreements necessary to consummate City of Santa Clara Printed on 7/2/2026Page 6 of 7
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26-352 Agenda Date: 7/7/2026
any of the transactions contemplated by the agreements and documents approved under the Resolution and to make any changes necessary to complete the financing transaction.

Reviewed by: Kenn Lee, Acting Assistant City Manager / Chief Financial Officer Reviewed by: Nico Procos, Director of Silicon Valley Power Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Authorizing Resolution

2. Revolving Credit Agreement

3. Fee Agreement

4. Fifth Supplemental Electric Revenue Bond Indenture
City of Santa Clara Printed on 7/2/2026Page 7 of 7
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Stradling Draft May 6, 2026

4928-9027-4973/200891-0004
RESOLUTION NO. 26-_____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

AUTHORIZING AND APPR OVING THE EXECUTION, DELIVERY AND

PERFORMANCE OF A REVOLVING CREDI T AGREEMENT WITH TD

PUBLIC FINANCE, LLC AND THE BORROWINGS BY THE CITY

THEREUNDER TO BE EVIDENCED BY THE CITY OF SANTA CLARA,
CALIFORNIA ELECTRIC REVENUE BOND, SERIES 2026 IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $ 350 MILLION;

AND THE EXECUTION, DELIVERY AND PERFORMANCE OF RELATED

DOCUMENTS AND AUTHORIZING CERTAIN OTHER ACTIONS

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

WHEREAS, the City of Santa Clara (the “City”) is a duly constituted charter city of the State of California authorized to exercise the powers granted by its Charter; and WHEREAS, Section 1321(e) of the City’s Charter authorizes the City to issue revenue bonds for the purpose of financing the generation, production, transmission and distrib ution of electric energy; and
WHEREAS, on May 8, 1984, the City Council adopted its Resolution No. 4796 entitled “A Resolution of the City Council of the City of Santa Clara Establishing Procedures for the Authorization, Issuance and Sale of Electric Utili ty Revenue Bonds,” as amended by Resolution No. 4804, adopted on May 29, 1984, and as amended by Resolution No. 7313, adopted on April 25, 2006; and on April 30, 1985, the City Council adopted its Resolution No. 4934 entitled “A Resolution of the City Council of the City of Santa Clara Establishing Procedures for the Authorization, Issuance and Sale of Refunding Electric Utility Revenue Bonds,” as amended by Resolution No. 4966, adopted on July 9, 1985, as supplemented by Resolution No. 4967, adopted on Jul y 9, 1985, and as amended by Resolution No. 7314, adopted on April 25, 2006 (collectively, the “Procedural Resolution”); and WHEREAS, pursuant to the City Charter and the Procedural Resolution, and for the purposes of securing the Bonds (as defined below) issued thereunder, the City entered into a Subordinated Electric Revenue Bond Indenture, dated as of March 1, 1998 (the “Original Subordinated Electric Revenue Bond Indenture”), by and between the City and BNY Western Trust Company (which has been succeeded by The Bank of New York Mellon Trust Company, N.A.), as trustee (the “Trustee”), as amended and supplemented by a number of s upplemental subordinated electric revenue bond indentures pursuant to which various series of the City’s then subordinated electric revenue bonds were issued; and
WHEREAS, the City amended and restated the Original Subordinated Electric Revenue Bond Indenture by execution and delivery of an Amended and Restated Electric Revenue Bond Indenture, dated as of March 1, 2011 (the “Am ended and Restated Electric Revenue Bond Indenture”), by and between the City and The Bank of New York Mellon Trust Company, N.A., as Trustee, in order to reflect that electric revenue bonds (the “Bonds”) issued pursuant thereto were no longer subordinated to certain previously issued bonds of the City, to eliminate the references to “subordinated” contained 2 4928-9027-4973/200891-0004
therein and to reflect certain amendments made thereto pursuant to the fourth and fifth supplemental subordinated electric revenue bond indentures; and
WHEREAS, pursuant to the Amended and Restated Electric Revenue Bond Indenture, as amended and supplemented by (i) a First Supplemental Electric Revenue Bond Indenture, dated as of March 1, 2011, by and between the City and the Trustee, the City’s Electric Revenue Refunding Bonds, Series 2011 A were issued (all of which Bonds have been retired); (ii) a Second Supplemental Electric Revenue Bond Indenture, dated as of April 1, 2013, by and between the City and the Trustee, the City’s Electric Revenue Refunding Bonds, Series 2013 A were issued (all of which Bonds have been retired); (iii) a Third Supplemental Electric Revenue Bond Indenture, dated as of December 1, 2018, by and between the City and the Trustee, the City’s Electric Revenue Refunding Bonds, Serie s 2018 A were issued; and (iv) a Fourth Supplemental Electric Revenue Bond Indenture, dated as of October 1, 2024, by and between the City and the Trustee, the City’s Electric Revenue Bonds, Series 20 24 A were issued; and
WHEREAS, following a request for proposals process and a review of proposals received in connection therewith, the City has determined that in order to provide additional funds for capital expenditures, it is necessary to incur additional indebtedness, through the execution and delivery of a Revolving Credit Agreement to be entered into between the City and TD Public Finance, LLC (the “Lender”) pursuant to which the Lender has agreed to make loans (“Loans”) to the City on the terms and conditions set forth therein (the “Revolving Credit Agreement”) and in the related fee agreement (the “Fee Agreement’) , by and between the City and the Lender , and the obligations of the City to repay such Loans and other amounts payable to the Lender under the Revolving Credit Agreement and the Fee Agreeme nt will be secured by and payable from Adjusted Net Revenues (as defined in the Amended and Restated Electric Revenue Bond Indenture) on a parity with the Bonds; and WHEREAS, the repayment obligations of the City for the Loans to be made to the City under the Revolving Credit Agreement will be evidenced by an additional series of Bonds issued pursuant to the Amended and Restated Electric Revenue Bond Indenture, as supplemented by a Fifth Supplemental Electric Revenue Bond Indenture, by and between the City and the Trustee, to be designated “City of Santa Clara, California Electric Revenue Bond, Series 2026” (the “ Series 2026 Bond”) in a principal amount not to exceed $350 million; and;
WHEREAS, California Government Code Section 5852.1 requires that the City Council obtain from an underwriter, financial advisor or private lender and disclose, prior to authorization of the issuance of bonds with a term of greater than 13 months, good faith estimates of the following information in a meeting open to the publi c: (a) the true interest cost of the bonds, (b) the sum of all fees and charges paid to third parties with respect to the bonds, (c) the amount of proceeds of the bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the bonds, and (d) the sum total of all debt service payments on the bonds calculated to the final maturity of the bonds plus the fees and charges paid to third parties not paid with the proceeds of the bonds; and
WHEREAS, in compliance with California Government Code Section 5852.1, the City Council has obtained from PFM Financial Advisors LLC, the City’s municipal advisor in connection with the Series 2026 Bond, the required good faith estimates and such estimates are disclosed and set forth on Exhibit A attached hereto; and
3 4928-9027-4973/200891-0004
WHEREAS, it is desirable that the City Council provide for the execution , delivery and performance of the Revolving Credit Agreement and the Fee Agreement and the execution, delivery, and securing of the Series 2026 Bond at this time; and
WHEREAS, there has been presented to this meeting proposed forms of the Revolving Credit Agreement, the Fee Agreement and certain financing documents relating to the Series 2026 Bond and the execution and delivery thereof; and
WHEREAS, the City Council has reviewed all proceedings previously taken relative to the transactions contemplated by the foregoing, and has found as a result of such review, and hereby determines and declares that all co nditions, things and acts required by law to exist, happen or be performed precedent to the transactions contemplated by the foregoing do exist, and were performed in due time, form and manner as required by law, and the City Council is now authorized to undertake the transactions contemplated by the foregoing.

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

1. Approval of Revolving Credit Agreement. The City Manager of the City (the “City Manager”) or any duly authorized designee thereof is hereby authorized and directed to execute for and on behalf of the City, and the City Clerk shall attest thereto, the Revolving Credit Agreement, in substantially the form submitted to this meeting, with such changes therein and additions thereto as the City Manager or the Director of Finance of the City (the “Director of Finance”) shall approve after consultation with the City Attorney of the City (the “City Atto rney”) and Stradling Yocca Carlson & Rauth LLP, the City’s Bond Counsel (“Bond Counsel”), such approval to be evidenced by the execution and delivery thereof. The Revolving Credit Agreement , as executed and delivered, is hereinafter referred to as the “ Revolving Credit Agreement ” and such Revolving Credit Agreement and the performance thereof is hereby approved.

2. Approval of Fee Agreement. The City Manager or any duly authorized designee thereof is hereby authorized and directed to execute for and on behalf of the City, and the City Clerk shall attest thereto, the Fee Agreement, in substantially the form submitted to this meeting, with such changes therein and additions thereto as the City Manager or the Director of Finance shall approve after consultation wi th the City Attorney and Bond Counsel, such approval to be evidenced by the execution and delivery thereof. The Fee Agreement, as executed and delivered, is hereinafter referred to as the “Fee Agreement” and such Fee Agreement and the performance thereof h ereby is hereby approved.

3. Approval of Fifth Supplemental Electric Revenue Bond Indenture . The City Manager or any duly authorized designee thereof is hereby authorized and directed to execute for and on behalf of the City, and the City Clerk shall attest t hereto, the Fifth Supplemental Electric Revenue Bond Indenture, in substantially the form submitted to this meeting, with such changes therein and additions thereto to reflect the terms of Series 2026 Bond as the City Manager or the Director of Finance shall approve after consultation with the City Attorney and Bond Counsel for the Series 2026 Bond, such approval to be evidenced by the execution and delivery thereof. The Fifth Supplemental Electric Revenue Bond Indenture , as executed and delivered, is herei nafter referred to as the “ Fifth Supplemental Electric Revenue Bond Indenture” and such Fifth Supplemental Electric Revenue Bond Indenture is hereby approved.
4 4928-9027-4973/200891-0004

4. Authorization of Series 2026 Bond . The issuance of the Series 2026 Bond and the borrowings under the Revolving Credit Agreement evidenced thereby, on the terms and conditions set forth in, and subject to the limitations specified in, the Revolving Credit Agreement, the Amended and Restated Electric Revenue Bond Indenture and the Fifth Supplemental Ele ctric Revenue Bond Indenture, for the purpose of providing additional funds for capital expenditures is hereby authorized and approved.

The proposed form of the Series 2026 Bond, as set forth in such Fifth Supplemental Electric Revenue Bond Indenture , is hereby approved and the Mayor of the City is hereby authorized and directed to execute for and on behalf of the City (by manual signature) the Series 2026 Bond in substantially such form and the City Clerk of the City or any Acting City Clerk or Assistant City Clerk performing functions of the City Clerk (the “City Clerk”) is authorized and directed to attest thereto (by manual signature), and the Trustee is hereby authorized and directed to authenticate and deliver the Series 2026 Bond to the Lender in accordance with the Revolving Credit Agreement, the Amended and Restated Electric Revenue Bond Indenture and the Fifth Supplemental Electric Revenue Bond Indenture; provided, however, that (i) the aggregate principal amount to be borrowed by the City under the Revolving Credit Agreement at any time outstanding to the Lender (including successors and assigns) and evidenced by the 2026 Bond shall not exceed $350 million, (ii) the final maturity of the Series 2026 Bond shall not be later than June 21, 2031 (subject to extension as set forth in the Revolving Credit Agreement) , (iii) the maximum interest rate on the Series 2026 Bond shall not ex ceed the maximum rate permitted by law , and (iv) no original issue discount or bond premium shall be applicable.

5. Additional Actions. The City Manager, any Assistant City Manager, the Director of Finance, any Assistant Director of Finance, the Utility Director for Silicon Valley Power , the City Clerk and any and all other officers of the City are hereby authorized and dire cted, individually and collectively, (i) to take all actions and execute any and all documents necessary: to engage The Bank of New York Mellon Trust Company, N.A., the Trustee under the Amended and Restated Electric Revenue Bond Indenture, as trustee for the Series 2026 Bond and to effect the delivery of the Series 2026 Bond pursuant to the terms of the Revolving Credit Agreement and the Amended and Restated Electric Revenue Bond Indenture, as supplemented by the Fifth Supplemental Electric Revenue Bond Indenture; (ii) to do any and all things and to execute and deliver such other agreements, documents and certificates, including (without limitation) a tax certificate and, upon the advice of Bond Counsel, a tax compliance policy relating to the Series 2026 Bond and the Loans, any investment agreements relating to the investment of the proceeds of the Loans , and such amendments to the Amended and Restated Electric Revenue Bond Indenture if such changes are determined by the City Manager or the Director of Finance, after consultation with the City Attorney and Bond Counsel, to be necessary or advisable; (iii) to give any notices, directions, certificates or other documents, and to seek any consents or acknowledgements, in connection with the issuance of the Series 2026 Bond, as may be necessary, convenient or advisable in order to consummate the issuance, execution and delivery of the Series 2026 Bond; and (iv) to take all actions and execute any and all documents necessary to otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the Revolving Credit Agreement, the Series 2026 Bond, the Amended and Restated Electric Revenue Bond Indenture, and the Fifth Supplemental Electric Revenue Bond Indenture relating to the Series 2026 Bond and the transactions herein authorized. All such actions heretofore taken by such officers or their designees are hereby ratified, confirmed and approved.

6. Effective date. This resolution shall become effective immediately. 5 4928-9027-4973/200891-0004

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 9th 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. Exhibit A – Good Faith Estimate

A-1
4928-9027-4973/200891-0004

EXHIBIT A

GOOD FAITH ESTIMATES
The good faith estimates set forth herein are provided in connection with the exe cution and delivery by the City of a Revolving Credit Agreement with TD Public Finance, LLC (the “Revolving Credit Agreement”) and the delivery of the City of Santa Clara, California Electric Revenue Bond, Series 2026 (the “Series 2026 Bond”), evidencing the indebtedness incurred thereunder, in compliance with Section 5852.1 of the California Government Code. Such good faith estimates have been provided to the City by PFM Financial Advisors LLC, as municipal advisor to the City (the “Municipal Advisor”) in connection with the Series 2026 Bond.

True Interest Cost of the Series 2026 Bond. The Municipal Advisor has informed the City that, assuming that the maximum principal amount is borrowed by the City under the Revolving Credit Agreement and of the 2026 Bond ($350,000,000), and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Series 2026 Bond, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Series 2026 Bond, is 3.52%.

Finance Charge of the Series 2026 Bond. The Municipal Advisor has informed the City that, assuming that the maximum principal amount is borrowed by the City under the Revolving Credit Agreement and of the Series 2026 Bond ($350,000,000), and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the finance charge for the Series 2026 Bond, which means the sum of all fees and charges paid to third parties (or costs associated with the Revolving Credit Agreement and issuance of the Series 2026 Bond), is $150,000.

Amount of Proceeds to be Received . The Municipal Advisor has informed the City that, assuming that the maximum principal amount is borrowed by the City under the Revolving Credit Agreement and of the Series 2026 Bond ($350,000,000), and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the City for sale of the Series 2026 Bond, less the finance charge of the Revolving Credit Agreement and the Series 2026 Bond , as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the Series 2026 Bond, is $350,000,000.

Total Payment Amount. The Municipal Advisor has informed the City that, assuming that the maximum principal amount is borrowed by the City under the Revolving Credit Agreement and of the Series 2026 Bond ($350,000,000), and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the City will make to pay debt service on the loans received under the Revolving Credit Agreement and the Series 2026 Bond , plus the finance charge for the Series 2026 Bond , as described above, not paid with the proceeds of the Revolving Credit Agreement and the Series 2026 Bond, calculated to the final maturity of the Series 2026 Bond, is $411,637,072.

The foregoing estimates constitute good faith estimates only.

The actual interest cost, finance charges, amount of proceeds and total payment amount may vary from the estimates above due to variations from these estimates in the timing of the draws on the Revolving Credit Agreement, the amount of the draws under the Revolving Credit Agreement , the A-2
4928-9027-4973/200891-0004
amortization of the draws under the Revolving Credit Agreement and the applicable variable marke t interest rates over the term of the Revolving Credit Agreement and the Series 2026 Bond. The date or dates of such draws and the amount of the draws will be determined by the issuer based on need for funds and other factors. The actual interest rates at which interest on the draws will accrue interest will depend on market rates. The actual amortization of the draws under the Revolving Credit Agreement will also depend, in part, on whether the Stated Maturity Date (as defined in the Revolving Credit Agreement) of the Revolving Credit Agreement is extended and the City’s ability to access the capital markets to refinance the draws on or before the Stated Maturity Date. Market interest rates are affected by economic and other factors beyond the City’s control.

[Remainder of Page Intentionally Left Blank]

CHAPMAN DRAFT DATED MAY 7, 2026
@BCL@8C143002
10003759

REVOLVING CREDIT AGREEMENT
by and between

CITY OF SANTA CLARA, CALIFORNIA
and

TD PUBLIC FINANCE, LLC
Dated as of June 1, 2026

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TABLE OF CONTENTS

SECTION HEADING PAGE
ARTICLE I. DEFINITIONS AND INTERPRETATION ..............................................................2 Section 1.1. Terms Defined .......................................................................................2 Section 1.2. Accounting Principles ..........................................................................22 Section 1.3. Construction .........................................................................................22 Section 1.4. Rates .....................................................................................................22 Section 1.5. Other Interpretive Provisions ...............................................................23 ARTICLE II. THE LOANS .................................................................................................24 Section 2.1. Commitment ........................................................................................24 Section 2.2. Payments and Advances ......................................................................24 Section 2.3. Determination of Taxability .................................................................25 Section 2.4. Maximum Interest Rate........................................................................26 Section 2.5. Interest..................................................................................................26 Section 2.6. Additional Interest Provisions..............................................................27 Section 2.7. Obligations Absolute ...........................................................................28 Section 2.8. Prepayments .........................................................................................28 Section 2.9. Use of Proceeds....................................................................................29 Section 2.10. Increased Costs ....................................................................................29 Section 2.11. Funding Indemnity ...............................................................................30 Section 2.12. Inability to Determine Interest Rate (Temporary) ...............................31 Section 2.13. Benchmark Replacement Setting .........................................................31 Section 2.14. Illegality ...............................................................................................32 Section 2.15. Allocation of Payment .........................................................................32 Section 2.16. Net of Taxes, Etc..................................................................................33 Section 2.17. Fees; Default Rate ................................................................................34 Section 2.18. Optional Termination or Reduction of Commitment...........................34 Section 2.19. Mandatory Termination or Reduction of Commitment .......................35 Section 2.20. Extension of Maturity Date ..................................................................35 ARTICLE III. PLEDGE .......................................................................................................35 Section 3.1. Security ................................................................................................35 ARTICLE IV. CONDITIONS PRECEDENT ............................................................................36 Section 4.1. Documentary Requirements.................................................................36 Section 4.2. Litigation ..............................................................................................37 Section 4.3. Other Matters .......................................................................................37 Section 4.4. Payment of Fees and Expenses ............................................................37 Section 4.5. Conditions for Advances......................................................................37 Section 4.6. Waiver of Rights ..................................................................................38 Section 4.7. No Bond Rating; DTC; Offering Document; CUSIP ..........................38

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ARTICLE V. REPRESENTATIONS AND WARRANTIES ........................................................38 Section 5.1. Organization, Powers, Etc ....................................................................39 Section 5.2. Authorization, No Contravention .........................................................39 Section 5.3. Binding Effect ......................................................................................39 Section 5.4. Financial Information...........................................................................39 Section 5.5. Litigation ..............................................................................................40 Section 5.6. Employee Benefit Plans, Etc................................................................40 Section 5.7. Environmental Laws ............................................................................40 Section 5.8. No Sovereign Immunity .......................................................................40 Section 5.9. Disclosure ............................................................................................40 Section 5.10. Status of Obligations ............................................................................40 Section 5.11. Incorporated Representations...............................................................41 Section 5.12. Pending Legislation .............................................................................41 Section 5.13. No Maximum Rate of Interest .............................................................41 Section 5.14. Compliance ..........................................................................................41 Section 5.15. Default..................................................................................................41 Section 5.16. Margin Stock ........................................................................................41 Section 5.17. Bond Trustee ........................................................................................41 Section 5.18. Tax Exempt Status ...............................................................................41 Section 5.19. Security; Limited Liability ...................................................................42 Section 5.20. Solvency ...............................................................................................42 Section 5.21. Environmental Matters.........................................................................42 Section 5.22. No Public Vote or Referendum............................................................42 Section 5.23. Hedging Instruments ............................................................................42 Section 5.24. Sanctions; Anti-Corruption ..................................................................42 Section 5.25. Taxes ....................................................................................................42 Section 5.26. Labor Matters .......................................................................................43 Section 5.27. Anti-Terrorism Laws ...........................................................................43 Section 5.28. No Preferential Repayment ..................................................................44 ARTICLE VI. COVENANTS ................................................................................................44 Section 6.1. Reporting Requirements ......................................................................44 Section 6.2. Notices .................................................................................................45 Section 6.3. Further Assurances...............................................................................46 Section 6.4. Inspection of Property, Books and Record ..........................................46 Section 6.5. Waiver of Immunity .............................................................................46 Section 6.6. Compliance with Laws; Compliance with Agreements .......................46 Section 6.7. Disclosure to Transferees and Participants ..........................................46 Section 6.8. Incorporation of Covenants..................................................................47 Section 6.9. Maintenance of Tax-Exempt Status of the 2026 Bond ........................47 Section 6.10. Insurance Requirements .......................................................................47 Section 6.11. Rates and Charges ................................................................................47 Section 6.12. Liens .....................................................................................................47 Section 6.13. Maintenance of Existence ....................................................................48 Section 6.14. Use of Proceeds; Federal Reserve Regulations ...................................48

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Section 6.15. Accounting Changes ............................................................................48 Section 6.16. Maintenance of Enterprise Property ....................................................48 Section 6.17. Hedging Instruments ............................................................................48 Section 6.18. Underlying Rating ................................................................................49 Section 6.19. Use of Lender’s Name .........................................................................49 Section 6.20. Disclosure to Participants and Transferees ..........................................49 Section 6.21. Related Documents ..............................................................................49 Section 6.22. Sanctions; Anti-Corruption Use of Proceeds .......................................49 Section 6.23. Preferential Repayment ........................................................................49 Section 6.24. Defeasance ...........................................................................................50 ARTICLE VII. DEFAULTS ...................................................................................................50 Section 7.1. Events of Default and Remedies ..........................................................50 Section 7.2. Remedies ..............................................................................................53 Section 7.3. Nature of Remedies..............................................................................54 Section 7.4. Set-Off..................................................................................................54 ARTICLE VIII. MISCELLANEOUS ........................................................................................54 Section 8.1. Governing Law; Jurisdiction; Etc ........................................................54 Section 8.2. Integrated Agreement...........................................................................55 Section 8.3. Waiver ..................................................................................................55 Section 8.4. Indemnity .............................................................................................55 Section 8.5. Time .....................................................................................................56 Section 8.6. Expenses of the Lender ........................................................................56 Section 8.7. Brokerage .............................................................................................56 Section 8.8. Notices .................................................................................................57 Section 8.9. Headings ..............................................................................................58 Section 8.10. Survival ................................................................................................58 Section 8.11. Successors and Assigns........................................................................58 Section 8.12. Counterparts .........................................................................................59 Section 8.13. Modification; Amendment ...................................................................59 Section 8.14. Signatories............................................................................................59 Section 8.15. Third Parties .........................................................................................59 Section 8.16. USA PATRIOT Act .............................................................................60 Section 8.17. Redaction .............................................................................................60 Section 8.18. Additional Documentation ...................................................................60 Section 8.19. No Advisory or Fiduciary Relationship ...............................................60 Section 8.20. Waiver of Jury Trial .............................................................................61 Section 8.21. Acknowledgement Regarding Any Supported QFCs ..........................61 Section 8.22. Treatment of Certain Information; Confidentiality ..............................63 EXHIBITS:

Exhibit A — Form of Authorized City Representative Certificate Exhibit B — Form of Compliance Certificate

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Exhibit C — Form of Revolving Credit Advance Request
Exhibit D — Form of Notice of Extension/Conversion

REVOLVING CREDIT AGREEMENT
This REVOLVING CREDIT AGREEMENT (“Agreement”) is dated as of June 1, 2026 , and entered into by and between the CITY OF SANTA CLARA, CALIFORNIA, a municipal corporation and chartered city duly organized and existing under the Constitution and laws of the State of California (the “City”), and TD PUBLIC FINANCE, LLC, together with its successors and assigns (the “Lender”).

W I T N E S S E TH:

WHEREAS, the City provides electric service within the City through the Electric Utility (as defined herein) and offers such service through the trademarked name of “Silicon Valley Power”; and
WHEREAS, the City own s and operates the Electric Utility, which includes generation, transmission and distribution facilities; and
WHEREAS, the City makes expenditures from time to time to pay the costs of acquisition and construction of extensions, additions and improvements to the Electric Utility system; and WHEREAS, Section 1321(e) of the City’s Charter authorizes the City to issue revenue bonds for the purpose of fina ncing the generation, production, transmission and distribution of electric energy, including the acquisition and/or construction of land and facilities therefor, and provides that the City may avail itself of the procedures authorized by the general laws of the State for the issuance of such revenue bonds or the City Council of the City (the “City Council” ) may, by ordinance or resolution effective upon adoption, set up and establish a procedure for the issuance of such revenue bonds and all matters pertaining to the issuance and sale of such bonds; and WHEREAS, on May 8, 1984 the City Council adopted its Resolution No. 4796, entitled “A Resolution of the City Council of the City of Santa Clara Establishing Procedures for the Authorization, Issuance and Sale of Electric Utility Revenue Bonds,” as amended by Resolution No. 4804, adopted by the City Council on May 29, 1984, and as amended by Resolution No. 7313, adopted by the City Council on April 25, 2006; and, on April 30, 1985 the City Council adopted its Resolution No. 4934, entitled “A Resolution of the City Council of the City of Santa Clara Establishing Procedures for the Authorization, Issuance and Sale of Refunding Electric Utility Revenue Bonds,” as amended by Resolution No. 4966, adopted by the City Council on July 9, 1985, as supplemented by Resolution No. 4967 adopted by the City Council on July 9, 1985, and as amended by Resolution No. 7314 adopted by the City Council on April 25, 2006 (collectively, the “Procedural Resolution”); and
WHEREAS, pursuant to the City Charter, the Procedural Resolution, and the Amended and Restated Electric Revenue Bond Indenture, dated as of March 1, 2011 (as amended, modified, supplemented or restated to date , the “Master Indenture”) by and between the City and th e Trustee, as further amended and supplemented by the Fifth Supplemental Electric Revenue Bond Indenture, dated as of June 1, 2026 (the “Supplemental Indenture” and, together with the Master Indenture as the same may be amended, modified, supplemented or restated from time to time, the

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“Indenture”), by and between the City and the Trustee, the City has heretofore issued its Electric Revenue Bonds (as defined herein); and
WHEREAS, the City Council has determined that it is in the best interests of the City to enter into a credit facility with a bank for the purpose of borrowing moneys, to be applied, together with other available funds to be made available upon the delivery thereo f, solely for the purposes of making capital expenditures relating to the Electric Utility; and for the indebtedness created under such credit facility to be evidenced by an electric revenue bond known as the “City of Santa Clara, California Electric Revenue Bond, Series 2026” (the “2026 Bond” as further defined herein) to be issued by the City and delivered to the Lender as authorized by Resolution No. 26-______ adopted by the City Council on ________, 2026 (the “Authorizing Resolution” and pursuant to the City Charter, the Procedural Resolution, the Indenture and such credit facility; and WHEREAS, the Lender is willing to provide a credit facility for such purposes on the terms and conditions set forth in this Agreement; and
WHEREAS, pursuant to the Authorizing Resolution, the City Council has authorized the City to enter into this Agreement in order to establish and declare the terms and conditions upon which such indebtedness shall be incurred and, in accordance with the Authorizing Resolution and the Indenture , such 2026 Bond shall be issued and secured and to provide for the repayment thereof; and
WHEREAS, pursuant to the Authorizing Resolution, the City Council has determined that all acts, conditions and things required by law to ex ist, to have happened and to have been performed precedent to and in connection with the execution and the entering into of this Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized to execute and enter into this Agreement;
NOW, THEREFORE, in consideration of the respective agreements contained herein and to induce the Lender to make loans and extensions of credit , and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the City and the Lender hereby agree as follows:

ARTICLE I. DEFINITIONS AND INTERPRETATION.

Section 1.1. Terms Defined. As used in this Agreement, the following terms have the following respective meanings:
“Adjusted Net Revenues” has the meaning set forth in the Indenture on the Closing Date.

For the sake of clarity, the definition set forth in the Indenture is, as of the Closing Date, as follows:
“Adjusted Net Revenues” for any period means the sum of (a) the Revenues for such period plus (b) for purposes of determining compliance with Section 5.10 only, (i) the amounts approved by City Council to be withdrawn from the Rate Stabilization Fund for inclusion in Adjusted Ne t Revenues for such period in

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accordance with Section 4.06, and (ii) the amount of Available Reserves budgeted by the City for the payment of Operating Expenses and/or Debt Service for such period (which amounts, in either case, shall be deposited in the Net Revenue Fund in accordance with Section 4.01(B) hereof to the extent such amounts are to be included in Adjusted Net Revenues for the purpose of determining compliance with Section 5.10), and (c) any interest paid and other income derived from the investment of funds as herein provided, less the sum of (d) all Operating Expenses for such period, (e) moneys received with respect to the sale of assets financed with the proceeds of Bonds or Parity Debt, which amounts shall be applied in accordance with Section 5.06, (f) moneys received with respect to any Special Facility, and (g) any charges collected by any person to amortize or otherwise relating to the payment of the uneconomic portion of costs associated with assets and obligations (“stranded costs”) of the Electric Utility or of any joint powers agency in which the City participates which the City has dedicated to the payment of obligations other than the Bonds or Parity Debt, the payments of which obligations will be applied to or pledged to or otherwi se set aside for the reduction or retirement of outstanding obligations of the City or any joint powers agency in which the City participates relating to such “stranded costs” of the City or of any such joint powers agency to the extent such “stranded cost s” are attributable to, or the responsibility of, the City.

In the event of a conflict between the definition of the term “Adjusted Net Revenues” set forth above and the definition of the same term set forth in the Indenture, the definition set forth in the Indenture on the Closing Date shall control. Capitalized terms used in the definition of the term “Adjusted Net Revenues ” set forth above but not otherwise defined herein shall have their respective meanings set forth in the Indenture on the Closing Date. “Advance(s)” means any monies advanced or credit extended to the City by the Lender under Section 2.1 hereof.
“Advance Request” has the meaning as set forth in Section 2.2(b)(ii) hereof. “Affiliate” means, with respect to any Person, (a) any Person which, directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such Person, or (b) any Person who is a director or officer (i) of such Person, (ii) of any Subsidiary of such Person, or (iii) any person described in clause (a) above. For purposes of this definition, control of a Person shall mean the power, direct or indirect, (x) to vote 5% or more of the Capital Stock having ordinary voting power for the election of directors (or comparable equivalent) of such Person, or (y) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. Control may be by ownership, contract, or otherwise. “Anti-Terrorism Laws” means any statute, treaty, law (including common law), ordinance, regulation, rule, order, opinion, release, injunction, writ, decree or award of any Governmental Authority relating to terrorism or money laundering, including Executive Order No. 13224 and the USA Patriot Act.

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“Applicable Factor” means 79%.
“Applicable Spread” has the meaning set forth in the Fee Agreement. “Audited Financial Statements” means the audited consolidated balance sheet of the Electric Utility for the Fiscal Year ended June 30, 2025, and the related consolidated statements of income or operations, and cash flows for such Fiscal Year of the Electric Utility, including the notes thereto.
“Authorized City Representative” means the City Manager, the Director of Finance or the Director of Silicon Valley Power of the City or any designee of any of the foregoing duly authorized to perform the act in question and shall also include any other person designated by an Authorized City Representative and who has been identified in an Authorized City Representative Certificate delivered to the Lender prior to or during the term of this Agreement, and whose signature has likewise been certified to the Lender.
“Authorized City Representative Certificate” means the certificate substantial ly in the form of Exhibit A hereto.
“Authorizing Resolution” has the meaning set forth in the recitals hereof. “Availability Period” means the period from and including the Closing Date to the Termination Date.
“Available Commitment” means, at any time, an amount equal to the Commitment less the aggregate outstanding principal amount of all Advances made by the Lender hereunder that have not been repaid as of such time.
“Available Tenor” means, a s of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is removed from the definition of “Interest Period” pursuant to Section 2.13(d) hereof. “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now or hereinafter in effect, or any successor statute. “Base Rate” means a variable base index rate equal to the greater of: (a) the greater of zero (0%) percent and then current rate of interest published by The Wall Street Journal from time to time as the U.S. “Prime Rate” and (b) the greater of zero (0%) percent and the then -current weighted average of the rate of overnight Federal funds transactions with members of the Federal Reserve System as published by the Federal Reserve Bank of New York (“Federal Funds Effective Rate”) plus one half of one (0.5%) percent. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate, as applicable, shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate,

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respectively. The Base Rate is not necessarily the lowest or best rate of interest offered by the Lender to any borrower or class of borrowers.
“Base Rate Loan s” means that portions of the Loan s accruing interest based on a rate determined by reference to the Base Rate.
“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Term SOFR Reference Rate or the then -current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.13(a) hereof. “Benchmark Replacement” means, with respect to any Benchmark Transition Event the sum of: (i ) the greater of (x ) the alternate benchmark rate that has been selected by the Lender giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B ) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for U.S. dollar-denominated commercial credit facilities and (y) the Floor and (ii) the related Benchmark Replacement Adjustment. “Benchmark Replacement Adjustment” means, w ith respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any appl icable Available Tenor, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by Lender giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then -prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated commercial credit facilities.
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Business Day, ” the definition of “Interest Period ” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of Section 2.12 hereof and other technical, administrative or operational matters) that Lender decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Lender in a manner substantially consistent with market practice (or, if the Lender decides that adoption of any portion of such market practice is not administratively feasible or if the Lender determines that no market practice f or the administration of such Benchmark Replacement exists, in such other manner of administration as the Lender decides is reasonably necessary in connection with the administration of this Agreement and the other Related Documents).

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“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:
(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a ) the date of t he public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or (2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness or non-compliance will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then -current Available Tenors of such Benchmark (or the published component used in the calculation thereof). “Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:
(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or w ill cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Availab le Tenor of such Benchmark (or such component thereof);
(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component)

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has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or (3) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

For the avoidance of doub t, the “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then -current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (i ) the applicable Benchmark Replacement Date and (ii ) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after s uch statement or publication, the date of such statement or publication). “Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (i) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then -current Benchmark for all purposes hereunder and under any Related Document in accordance with Section 2.13 hereof and (ii) ending at the time that a Benchmark Replacement has replaced the then -current Benchmark for all purposes hereunder and under any Related Document in accordance with Section 2.13 hereof. “Blocked Person” has the meaning set forth in Section 5.27 hereof. “Bond Counsel” means a nationally recognized bond counsel firm selected by the City. “Bond Law” has the meaning set forth in the Indenture.
“Business Day” means a day other than Saturday or Sunday when the Lender is open for business in New York, New York; provided that, when used in connection with the SOFR Loans, or any other calculation or determination involving SOFR, the term “Business Day” means a U.S.

Government Securities Business Day.
“Capital Lease” means any lease of Property which in accordance with GAAP is required to be capitalized on the balance sheet of the lessee, including, without limitation, finance leases.

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“Capitalized Lease Obligation” means the amount of the liability shown on the balance sheet of any Person in respect of a Capital Lease as determined in accordance with GAAP. “Capital Expenditures” means, for any period, the aggregate of all expenditures (including that portion of Capitalized Lease Obligations attributable to that period) made in respect of the purchase, construction or other acquisition of fixed or capital assets, determined in accordance with GAAP.
“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all other ownership interests in a Person (other than a corporation) and any and all warrants or options to purchase any of the foregoing.
“Change in Law” means the occurrence, after the Closing Date, of any of the following:
(a) the adoption or taking effect of any law, rule, regulation or treaty, ( b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or ( c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, ( i) the Dodd -Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III or any successor Basel accord, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued. “City” has the meaning set forth in the introductory paragraph hereof. “City Council” has the meaning set forth in the recitals hereof. “Closing” has the meaning set forth in Section 4.5 hereof. “Closing Date” means June 1, 2026, subject to the satisfaction or waiver by the Lender of the conditions precedent set forth in Article IV hereof. “Code” means the Internal Revenue Code of 1986, as amended. “Commitment” means, initially, Three Hundred Fifty Million U.S. Dollars ($350,000,000), as such amount may be reduced from time to time pursuant to Sections 2.18, 2.19 and 7.2 hereof. “Compliance Certificate” means a certificate substantially in form of Exhibit B hereto. “Computation Date” means the day that is two (2) U.S. Government Securities Business Days prior to each Rate Determination Date; provided, however, if no SOFR Loan is outstanding hereunder on the date a ny SOFR Loan is made hereunder , the Computation Date shall mean the second U.S. Government Securities Business Day prior to the immediately preceding Rate

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Determination Date, and the related Term SOFR Rate established as of such date shall be in effect until the next Rate Determination Date.
“Debt Service” has the meaning set forth in the Indenture on the Closing Date. For the sake of clarity, the definition set forth in the Indenture is, as of the Closing Date, as follows:
“Debt Service” means the amount of principal and interest becoming due and payable on all Bonds and Parity Debt; provided, however, that for the purposes of computing Debt Service:
(a) Excluded Principal Payments shall be excluded from
such calculation and Assumed Debt Service shall be included in such calculation;
(b) if the Bonds or Parity Debt are Variable Rate
Indebtedness. the interest rate thereon for periods when the actual interest rate cannot yet be determined shall be assumed to be equal to the rate that is ninety percent (90%) of the average RBI during the twelve (12) calendar month period immediately preceding the date in which the calculation is made (the “assumed RBI -based rate”);
(c) principal and interest payments on Bonds and Parity Debt shall be excluded to the extent such payments are to be paid from amounts on deposit with the Trustee or another fiduciary in escrow specifically therefor and to the extent that such interest payments are to be paid from the proceeds of Bonds or Parity Debt held by the Trustee or another fiduciary as capitalized interest; (d) in determining the principal amount, payment shall
(unless a different subsection of this definition applies for purposes of determining principal maturities or am ortization) be assumed to be made in accordance with any amortization schedule established for such debt, including any Mandatory Sinking Account Payments or any scheduled redemption or payment of Bonds or Parity Debt constituting Capital Appreciation Inde btedness or Convertible Capital Appreciation Indebtedness at or prior to the expiration of the Accretion Period on the basis of Accreted Value, and for such purpose, the redemption period or payment of Accreted Value shall be deemed a principal payment and interest that is compounded and paid as Accreted Value shall be deemed due on the scheduled redemption or payment date of such Capital Appreciation Indebtedness or Convertible Capital Appreciation Indebtedness at or prior to the expiration of the Accretion Period;

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(e) if any interest rate swap agreement is in effect with respect to, and is payable on a parity with, the Bonds or Parity Debt to which it relates, no amounts payable under such interest rate swap agreement shall be included in the calculation of Debt Service unless the sum of (i) interest payable on such Bonds or Parity Debt, plus (ii) amounts payable by the City under such interest rate swap agreement, less (iii) amounts receivable by the City under such interest rate swap agreement are greater than the interest payable on the Bonds or Parity Debt to which it relates, then, in such instance, the amount of such payments to be made that exceed the interest to be paid on the Bonds or Parity Debt shall be included in such calculation. For such purposes, the variable amount under any such interest rate swap agreement shall be assumed to be equal to the assumed RBI-based rate; and
(f) if any Bonds or Parity Debt include an option or an obligation to tender all or a portion of such Bonds or Parity Debt to the City, the Trustee or another fiduciary or agent and require that such Bonds or Parity Debt or portion thereof be purchased if properly presented, then for purposes of determining the amounts of principal and interest due, the options or obligatio ns to tender shall be treated as a principal maturity occurring on the first date on which holders or owners thereof may or are required to tender, except that any such option or obligation to tender shall be ignored and not treated as a principal maturity, if (1) such Bonds or Parity Debt are rated in one of the two highest long -term Rating Categories by Moody’s and/or Fitch and by Standard & Poor’s or such Bonds or Parity Debt are rated in the highest short -term, note or commercial paper Rating Categories by Moody’s and/or Fitch and by Standard & Poor’s and (2) funds for the purchase price are to be provided by a letter of credit or standby bond purchase agreement and the obligation of the City with respect to the provider of such letter of credit or stand by bond purchase agreement, other than its obligations on such Bonds or Parity Debt, shall be subordinated to the obligation of the City on the Bonds and Parity Debt.

In the event of a conflict between the definition of the term “Debt Service” set forth above and the definition of the same term set forth in the Indenture, the definition set forth in the Indenture on the Closing Date shall control. Capitalized terms used in the definition of the term “Debt Service ” set forth above but not otherwise defined herein shall have their respective meanings set forth in the Indenture on the Closing Date. “Default” means any event, act, condition or occurrence which with notice, or lapse of time or both, would constitute an Event of Default hereunder.

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“Default Rate” means, for any day, a fluctuating rate of interest per annum equal to the sum of the interest rate applicable to the Loans on such day from time to time in effect plus three percent ( 3.00%); provided, that if no Loan s are outstanding, the Default Rate app licable to Obligations means, for any day, a fluctuating rate of interest per annum equal to the sum of the Base Rate from time to time in effect plus three percent (3.00%). “Determination of Taxability” means and shall be deemed to have occurred on the first to occur of the following:
(i) on the date when the City files any statement, supplemental statement or other tax schedule, return or document which discloses that an Event of Taxability has occurred;
(ii) on the date when the Lender notifies the City that it has received a written opinion by a nationally recognized firm of attorneys of substantial expertise on the subject of tax -exempt municipal finance to the effect that an Event of Taxability shall have occurred unless, within one hundred eighty (180) days after receipt by the City of such notification from the Lender, the City shall deliver to the Lender a ruling or determination letter issued to or on behalf of the City by the Commissioner of the IRS or the Director of Tax-Exempt Bonds of the T ax-Exempt and Government Entities Division of the IRS (or any other government official exercising the same or a substantially similar function from time to time) to the effect that, after taking into consideration such facts as form the basis for the opinion that an Event of Taxability has occurred, an Event of Taxability shall not have occurred;
(iii) on the date when the City shall be advised in writing by the Commissioner of the IRS or the Director of Tax -Exempt Bonds of the Tax -Exempt and Government Entities Division of the IRS (or any other government official exercising the same or a substantially similar function from time to time, including an employee subordinate to one of these officers who has been authorized to provide such advice) that, based upon filings of the City, or upon any review or audit of the City or upon any other ground whatsoever, an Event of Taxability shall have occurred; or
(iv) on the date when the City shall receive notice from the Lender that the IRS (or any other government official or agency exercising the same or a substantially similar function from time to time) has assessed as includable in the gross income of Lender the interest on the Loans or the 2026 Bond due to the occurrence of an Event of Taxability; provided, however, no Determination of Taxability shall occur under subparagraph (iii) or (iv) hereunder unless the City has been afforded the reasonable opportunity, at its expense, to contest any such assessment, and, further, no Determination of Taxability shall oc cur until such contest, if made, has been finally determined; provided further, however, that upon demand from the Lender, the City shall promptly reimburse Lender for any payments, including any taxes, interest, penalties or other charges, the Lender shall be obligated to make as a result of the Determination of Taxability.

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“Dollar, Dollars and U.S. Dollars and the Symbol $” means lawful money of the United States of America.
“Electric Revenue Bonds” means the City of Santa Clara Electric Revenue Bond s, authorized by, and at any time Outstanding pursuant to the Indenture. “Electric Utility Enterprise Fund” means the City of Santa Clara Electric Utility Enterprise Fund (Silicon Valley Power) of the City.
“Electric Utility” or “Enterprise” has the meaning set forth in the Indenture on the Closing Date. For the sake of clarity, the definition set forth in the Indenture is, as of the Closing Date, as follows:
“Enterprise” or “Electric Utility” means the whole and each and every part of the existing electric energy system of the City, including facilities of others to which City has special right to some of the output from or the use of such facilities, comprising all facilities for the generati on, production, transmission and distribution of electric energy and otherwise conducting the business of the electric energy system of the City, together with all additions, betterments, extensions and improvements to such system, or any part thereof, hereafter acquired or constructed or financed; provided, however, that the term does not include any Special Facility which has not been designated by the City to be included as part of the Enterprise or Electric Utility hereunder.

In the event of a conflict between the definition of the terms “ Electric Utility ” or “Enterprise” set forth above and the definition of the same terms set forth in the Indenture, the definition set forth in the Indenture on the Closing Date shall control. Capitalized terms used in the definition of the terms “ Electric Utility” or “Enterprise” set forth above but not otherwise defined herein shall have their respective meanings set forth in the Indenture on the Closing Date. “EMMA” means Electronic Municipal Market Access as provided by the Municipal Securities Rulemaking Board.
“Enterprise Property” means Property owned or controlled by the City and used by the Enterprise.
“Environmental Laws” means any and all Federal, foreign, state, local or municipal laws, rules, orders, regulati ons, statutes, ordinances, codes, decrees and any and all common law requirements, rules and bases of liability regulating, relating to or imposing liability or standards of conduct concerning pollution, protection of the environment, or the impact of poll utants, contaminants or toxic or hazardous substances on human health or the environment, as now or may at any time hereafter be in effect from time to time. “Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of City directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the

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generation, use, handling, transportation, storage, treatment or di sposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. “ERISA” means the Employee Retirement Income Security Act of 1974, as the same may be in effect, from time to time.
“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the City within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).
“Event of Default” with respect to this Agreement has the meaning set forth in Section 7.1 hereof and, with respect to any Related Document, has the meaning assigned therein. “Event of Taxability” means a (i) change in Law or fact or the interpretation thereof, or the occurrence or existence of any fact, event or circumstance (including, without limitation, the taking of any action by the City, or the failure to take any action by the City, or the making by the City of any misrepresentation herein or in any certificate required to be given in connection with the Loans or the 2026 Bond) which has the effect of causing interest paid or payable on the Loans or the 2026 Bond to become includable, in whole or in part, in the gross income of the Lender for federal income tax purposes or (ii) the entry of any decree or judgment by a court of competent jurisdiction, or the taking of any official action by the IRS or the Department of the Treasury (or any other government agency exercising the same or a substantially similar function from time to time), which decree, judgment or action shall be final under applicable procedural law, in either case, which has the effect of causing interest paid or payable on the Loans or the 2026 Bond to become includable, in whole or i n part, in the gross income of the Lender for federal income tax purposes with respect to the Loans or the 2026 Bond.
“Excluded Taxes” means, with respect to the Lender, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which the Lender is organized or in which its principal office is located, and (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Lender is located.
“Excluded Principal Payments” has the meaning set forth in the Indenture on the Closing Date. For the sake of clarity, the definition set forth in the Indenture is, as of the Closing Date, as follows:
“Excluded Principal Payments” shall mean each payment of principal (or the principal component of lease o r installment purchase payments) of Bonds or Parity Debt which the City determines on a date not later than the date of issuance thereof that the City intends to pay with moneys which are not Revenues or

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Adjusted Net Revenues but from the proceeds of future debt obligations of the City and the Trustee may rely conclusively on such determination of the City.

In the event of a conflict between the definition of the term “Excluded Principal Payments” set forth above and the definition of the same term set fort h in the Indenture, the definition set forth in the Indenture on the Closing Date shall control. Capitalized terms used in the definition of the term “Excluded Principal Payments ” set forth above but not otherwise defined herein shall have their respective meanings set forth in the Indenture on the Closing Date. “Executive Order No. 13224” means the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same may be in effect from time to time. “Expenses” has the meaning set forth in Section 8.6 hereof. “FCPA” has the meaning as set forth in Section 5.24(b) hereof. “Fee Agreement” means the Fee Agreement dated June 1, 2026, between the City and the Lender, as the same may be amended, supplemented, modified or restated from time to time in accordance with its terms.
“Fiscal Year” means any twelve (12) consecutive calendar days commencing with the first day of July and ending on the last day of the following June or such other twelve-month period as the City Council may designate.
“Fitch” means Fitch Ratings, Inc., and any successor rating agency. “Floor” means a rate of interest equal to zero (0) percent (0.0%). “FRB” means the Board of Governors of the Federal Reserve System of the United States, together with any successors thereof.
“GAAP” means generally accepted accounting principles in the United States applicable to governmental entities as in effect from time to time, applied by the City on a basis consistent with the City’s most recent financial statements furnished to the Bank pursuant to Section 6.1(a) hereof.
“Governmental Approval” means an authorization, consent, approval, permit, license, certificate of oc cupancy or an exemption of, a registration or filing with, or a report to, any Governmental Authority.
“Governmental Authority” means any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other gove rnmental, quasi-governmental, judicial, public or statutory instrumentality, agency, body, authority, bureau or entity (including the Federal Reserve Board, any central bank or any comparable authority), or any arbitrator with authority to bind a party at law (including any supra-national bodies such as the European Union or the European Central Bank).

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“Guarantee” by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Indebtedness of any other Per son of the type described in clauses (a), (b), (c), (d), (e) or (f) of the defined term “Indebtedness.” “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, includi ng petroleum or petroleum distillates, asbestos or asbestos -containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
“Hedging Instrument” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross -currency rate swap transactions, currency options or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, an d the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement. “Indebtedness” of any person means at any date, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes , loan agreements, bank agreements or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (d) all obligations of such Person as lessee under Capital Leases, (e) all Indebtedness of others secured by a lien on any asset of such Person, whether or not such Indebtedness are assumed by such Person, (f) all Guarantees by such Person of Indebtedness of other Persons, other than Guarantees pursuant to fina ncial guaranty insurance policies or similar instruments , (g) all Hedging Instruments and (h) the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances , bank guaranties, surety bonds and similar instruments.
“Indenture” has the meaning set forth in the recitals hereof. “Indenture Event of Default” means an “Event of Default” as defined in the Indenture. “Indemnified Taxes” means Taxes other than Excluded Taxes. “Interest Payment Date” means (a) as to any Base Rate Loan, the first Business Day of each calendar month and the Termination Date, and (b) as to any SOFR Loan, the first Business Day of each calendar month and the Termination Date.

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“Interest Period” means a period from one Rate Determination Date through, but not including, the next Rate Determination Date; provided, that (i) (A) if no SOFR Loans are outstanding hereunder on the date a new Loan is advanced hereunder, the Interest Period for such new Loan shall mean the period from the date on which such Loan is advanced through, but not including, the next Rate Determination Date and (B) if any SOFR Loan is outstanding hereunder on the date a new Loan is advanced hereunder, the Interest Period for such new Loan shall be the Interest Period then in effect for the outstanding SOFR Loan(s) and (ii) no Interest Period shall extend beyond the Stated Maturity Date.
“Investment Policy” means the investment policy of the City delivered to the Lender, pursuant to Section 4.1(a)(v) hereof.
“IRS” means the Internal Revenue Service.
“Laws” means, collectively, all international, foreign, federal, state and local laws, statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, r equests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.
“Lender” has the meaning set forth in the introductory paragraph hereof. “Lender Affiliate” means, with respect to the Lender, any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with the Lender. For purposes of this definition, control of a Person shall mean the power, direct or indirect, (x) to vote 25% or more of any class of Capital Stock having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for any such Person, or (y) to direct or cause the direction of the management and policies of s uch Person whether by ownership of Capital Stock, contract or otherwise.
“Lien” means any mortgage, lien, security interest, pledge, claim, charge or encumbrance of any kind in respect of any Property, including the interests of a vendor or lessor under an y conditional sale, Capital Lease or other title retention arrangement. “Loan” means each Advance made by the Lender in accordance with the applicable Advance Request. The term “Loan” means, individually, a Base Rate Loan or a SOFR Loan and “Loans” means Base Rate Loans or SOFR Loans, or a combination thereof, as applicable. “Margin Rate Factor” means the product of (a) one (1.0) minus the Maximum Federal Corporate Tax Rate in effect as of such day multiplied by (b) the quotient of (A) one (1.0) divided by (B) (x) one (1.0) minus (y) the Maximum Federal Corporate Tax Rate on the Closing Date, rounded upward to the second decimal place. The effective date of any change in the Margin Rate Factor shall be the effective date of the decrease or increase (as appl icable) in the Maximum

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Federal Corporate Tax Rate resulting in such change. On the Closing Date the Margin Rate Factor is equal to 1.00.
“Margin Stock” has the meaning ascribed to such term in Regulation U promulgated by the FRB, as now and hereafter from time to time in effect. “Master Indenture” has the meaning as set forth in the recitals hereof. “Material Adverse Effect” means: (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the City; (b) a material impairment of the ability of the City to perform its obligations under any Related Document to which it is a party; (c) a material adverse change in, or material adverse effect upon, the legality, validity, binding effect or enforceability against the City of any Related Document to which it is a party; or (d) a material adverse change in, or a material adverse effect upon, or the rights, security, interests or remedies of Lender hereunder or under any other Related Document.
“Maximum Federal Corporate Tax Rate ” means the maximum rate of income taxation imposed on corporations pursuant to Section 11(b) of the Code, as in effect from time to time (or, if as a result of a change in the Code, the rate of income taxation imposed on corporations generally shall not be applicable to the Lender, the maximum statutory rate of federal income taxation which could apply to the Lender).
“Maximum Interest Rate” means the maximum , non -usurious rate of interest on the relevant obligation permitted by applicable law.
“Moody’s” means Moody’s Investors Service, Inc. and any successor rating agency. “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which City or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or been obligated to make contributions.
“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including City or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.
“Net Revenue Fund” means the City of Santa Clara Electric Utility Net Revenues Fund as established pursuant to the Indenture.
“Notice of Conversion/Extension” means a written notice of conversion of a SOFR Loan to a Base Rate Loan, or of a Base Rate Loan to a SOFR Loan or extension of a SOFR Loan, in each case substantially in the form of Exhibit D attached hereto. “Obligations” means all debts, liabilities and obligations owing by the City to the Lender pursuant to this Agreement and the other Related Documents , whether principal, interest, fees,

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indemnification obligations hereunder or Expenses (specifically including inter est accruing after the commencement of any bankruptcy, insolvency or similar proceeding with respect to the City, whether or not a claim for such post -commencement interest is allowed), including, without limitation, debts, liabilities and obligations in respect of th is Agreement and any extensions, modifications, substitutions, increases and renewals thereof; the payment of all amounts advanced by the Lender to preserve, protect and enforce rights hereunder; and all Expenses incurred by the Lender.
“Outstanding” has the meaning set forth in the Indenture on the Closing Date. For the sake of clarity, the definition set forth in the Indenture is, as of the Closing Date, as follows:
“Outstanding” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 10.09) all Bonds theretofore, or thereupon being, authenticated and delivered by the Trustee under this Indenture except (1) Bonds theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation; (2) Bonds with respect to which all liability of the City shall have been discharged in accordance with Section 9.02, including Bonds (or portions of Bonds) referred to in Section 10.10; and (3) Bonds for the transfer or exchange of or in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Trustee pursuant to this Indenture.

In the event of a conflict between the definition of the term “Outstanding” set forth above and the definition of the same term set forth in the Indenture, the definition set forth in the Indenture on the Closing Date shall control. Capitalized terms used in the definition of the term “Outstanding” set forth above but not otherwise defined herein shall have their respective meanings set forth in the Indenture on the Closing Date. “Overadvance” has the meaning as set forth in Section 2.8(b) hereof. “Parity Debt” has the meaning set forth in the Indenture on the Closing Date. For the sake of clarity, the definition set forth in the Indenture is, as of the Closing Date, as follows:
“Parity Debt” means any indebtedness, installment sale obligation, lease obligation or other obligation of the City for borrowed money or interest rate swap agreement incurred in connection with the Enterprise having an equal lien and charge upon the Adjusted Net Revenues and therefore payable on parity with the Bonds (whether or not any Bonds are Outstanding).

In the event of a conflict between the definition of the term “Parity Debt” set forth above and the definition of the same term set forth in the Indenture, the definition set forth in the Indenture on the Closing Date shall control. Capitalized terms used in the definition of the term “Parity Debt ” set forth above but not otherwise defined here in shall have their respective meanings set forth in the Indenture on the Closing Date.

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“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 10756 (signed into law October 26, 2001).
“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by City and any ERISA Affiliate or with respect to which City or any ERISA Affiliate has any liability and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.
“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.
“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of City or any ERISA Affiliate or any such Plan to which City or any ERISA Affiliate is required to contribute on behalf of any of its employees.
“Procedural Resolution” has the meaning set forth in the recitals hereto. “Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, whether now owned or hereafter acquired. “Rate Determination Date” means the first Business Day of each month. “Rate Stabilization Fund” has the meaning set forth in the Indenture. “Rating Agency” means any of Fitch, Moody’s or S&P, as applicable. “Reference Time” means, with respect to any setting of the then-current Benchmark (1) if such Benchmark is Term SOFR, then 3:00 p.m. (New York City time) one (1) Business Day prior to such setting, and (2 ) if such Benchmark is not Term SOFR, then the time determined by the Lender in accordance with the Benchmark Replacement Conforming Changes. “Related Documents” means, collectively, this Agreement, the Authorizing Resolution, the 2026 Bond, the Procedural Resolution, the Fee Agreement and the Indenture, and all agreements, instruments and documents executed and/or delivered in connection therewith, all as may be supplemented, restated, superseded, amended or replaced from time to time. “Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

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“Relevant Governmental Body” means the FRB or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the FRB or the Federal Reserve Bank of New York, or any successor thereto.
“Revenues” has the meaning set forth in the Indenture on the Closing Date. For the sake of clarity, the definition set forth in the Indenture is, as of the Closing Date, as follows:
“Revenues” means all gross income and revenue received or receivable by the City from the ownership and operation of the Enterprise, calculated accordance with Generally Accepted Accounting Principles Applicable to Governments, including all rates, fees and charges received by the City thy electric energy service and all other income and revenue howsoever derived by the City from the Enterprise or arising from the Enterprise, and including any interest paid and other income derived from the investment of funds as provided in this Indenture, but excluding any gain or loss on the extinguishment of any debt of the City.

In the event of a conflict between the definition of the term “Revenues” set forth above and the definition of the same term set forth in the Indenture, the definition set forth in the Indenture on the Closing Date shall control. Capitalized terms used in the definition of the term “Revenues” set forth above but not otherwise defined herein shall have their respective meanings set forth in the Indenture on the Closing Date.
“S&P” means S&P Global Ratings, and any successor rating agency. “Secured Debt” means the Electric Revenue Bonds, Parity Debt, the Loans, the Obligations and all other Indebtedness secured by and/or payable from all or any portion of the Adjusted Net Revenues.
“SOFR” means a rate equal to the secured overnight financing rate as administrated by the SOFR Administrator.
“SOFR Administrator” means t he Federal R eserve Bank of New York (or a successor administrator of the secured overnight financing rate). “SOFR Administrator ’s Website” means t he website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for th e secured overnight financing rate identified as such by the SOFR Administrator from time to time. “SOFR Loan” means a Loan that bears interest at a rate based on Term SOFR. “Stated Maturity Date” means May [30], 2031, or, if such day is not a Business Day, the next preceding Business Day.
“Subsidiary” means, with respect to any Person at any time, (i) any corporation more than fifty percent (50%) of whose voting stock is legally and beneficially owned by such Person or owned by a corporation more than f ifty percent (50%) of whose voting stock is legally and

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beneficially owned by such Person; (ii ) any trust of which a majority of the beneficial interest is at such time owned directly or indirectly, beneficially or of record, by such Person or one or more Subsidiaries of such Person; and (iii ) any partnership, joint venture, limited liability company or other entity of which ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar fun ctions are at such time owned directly or indirectly, beneficially or of record, by, or which is otherwise controlled directly, indirectly or through one or more intermediaries by, such Person or one or more Subsidiaries of such Person. “Supplemental Indenture” has the meaning as set forth in the recitals hereof. “Taxable Date” means the date on which interest on the Loans is first includable in gross income of Lender as a result of an Event of Taxability as such date is established pursuant to a Determination of Taxability.
“Taxable Period” has the meaning set forth in Section 2.3 hereof. “Taxable Rate” means, with respect to a Taxable Period, the product of (i) the interest rate on the Loans during such period and (ii) the Taxable Rate Factor. “Taxable Rate Factor” means, for each day that the Taxable Rate is determined, the quotient of (i) one divided by (ii) one minus the Maximum Federal Corporate Tax Rate in effect as of such day, rounded upward to the second decimal place. “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto. “Term SOFR” means, for any calculation with respect to the Loans, the greater of (a) the Term SOFR Reference Rate for a period of one month on each Computation Date, as such rate is published by the Term SOFR Administrator and (b ) the Floor; provided, however, that if as of 5:00 p.m. (New York City time) on any Computation Date the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Referen ce Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor w as published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Computation Date. Any change in the Term SOFR Reference Rate due to a change in Term SOFR shall be effective form and including the first day of each Interest Period without notice to City. “Term SOFR Administrator” means the CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the T erm SOFR Reference Rate selected by Lender in its reasonable discretion).

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“Term SOFR Rate” means a fluctuating rate per annum, determined as of each applicable Interest Period, equal to the product of (i) the product of (1) the sum of (A) Term SOFR for such Interest Period and (B) the Applicable Spread and (2) the Applicable Factor and (ii) the Margin Rate Factor, rounded upward to the third decimal place. “Term SOFR Reference Rate” means the rate per annum determined by Lender as the forward-looking term rate based on SOFR.
“Termination Date” means the earliest of (i) the Stated Maturity Date , (ii) the date the Loans are otherwise payable in full in accordance with Section 7.2 hereof, and (iii) the date of termination of this Agreement pursuant to Section 2.18 hereof. “Trustee” means The Bank of New York Mellon Trust Company, N.A. , as bond trustee under the Indenture, and any successor trustee thereunder. “2026 Bond” means the City of Santa Clara, California Electric Revenue Bond, Series 2026 evidencing the obligation of the City to repay the Loans and interest thereon and the other Obligations, issued under the Bond Law and in accordance with the Authorizing Resolution, the Indenture and this Agreement.
“Unadjusted Benchmark Replacement” means t he applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment. “Unutilized Fee” has the meaning as set forth in the Fee Agreement. “U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii ) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

Section 1.2. Accounting Principles . Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, this shall be done in accordance with GAAP as in effect on the Closing Date, to the extent applicable, except as otherwise expressly provided in this Agreement. If there are any changes in GAAP after the Closing Date that would affect the computation of the financial covenants in Section 6.11 and 6.12 hereof, such changes shall only be followed, with respect to such financial covenants, from and after the date this Agreement shall have been amended to take into account any such changes.

Section 1.3. Construction. No doctrine of construction of ambiguities in agreements or instruments against the interests of the party controlling the drafting shall apply to any Related Documents.

Section 1.4. Rates. The Lender does not warrant or accept responsibility for, and shall not have any liability with respect to (a ) the continuation of, administration of, submission o f, calculation of or any other matter related to the Term SOFR Reference Rate, or any component

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definition thereof or rates referenced in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement ), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquid ity as, the Term SOFR Reference Rate or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Lender and its Affiliates or other related entities may engage in transactions that affect the calculation of the Term SOFR Reference Rate, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the City.

The Lender may select information sources or services in its reasonable discretion to ascertain the Term SOFR Reference Rate or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the City, the Lender or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or c alculation of any such rate (or component thereof) provided by any such information source or service.

Section 1.5. Other Interpretive Provisions . With reference to this Agreement and each other Related Document, unless otherwise specified herein or in such other Related Document:
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as t he word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any organization document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Related Document), (ii) any reference herein to any Person shall be construed t o include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Related Document, shall be construed to refer to such Related Document in its entirety and not to any particular provision thereof, (iv) all references in a Related Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Related Document in which such references app ear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities , accounts and contract rights.

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(b) In the computation of periods of time from a specified date to a later specified date, the word “ from” means “from and including ;” the words “ to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Related Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Related Document.

ARTICLE II. THE LOANS.

Section 2.1. Commitment. (a) Subject to the terms and conditions of this Agreement, the Lender hereby establishes for the benefit of the City a revolving credit facility which shall include Advances extended by the Lender to or for the benefit of the City from time to time during the Availability Period hereunder. The aggregate principal amount of unpaid Advances made on any date shall not at any time exceed the Available Commitment on such date and, after giving effect to any Advance, the total unpaid Advances outstanding shall not exceed the Commitment. Subject to such limitation, the outstanding balance of Advances hereunder may fluctuate from time to time, to be reduced by repayments made by the City, to be increased by future Advances which may be made by the Lender, to or for the benefit of the City, and, subject to the provisions of Section 2.8 hereof, shall be due and payable by the City on the Termination Date. (b) On or before the Closing Date, the City shall execute and deliver the 2026 Bond to the Lender in the principal amount of the Commitment. The 2026 Bond shall evidence the City’s unconditional obligation to repay the Lender for all Advances made hereunder, with interest as herein provided. Each Advance hereunder shall be deemed evidenced and secured by the 2026 Bond, which is deemed incorporated herein by reference and made par t hereof. The 2026 Bond shall be in form and substance satisfactory to the Lender. All payments on 2026 Bond shall be deemed to be payments with respect to the corresponding Advances and all payments on Advances shall be deemed to be payments with respect to the corresponding 2026 Bond. The failure to make any payment on any Advance when due shall be a failure to make a payment on the 2026 Bond and the failure to make any payment on the 2026 Bond when due shall be a failure to make a payment on the related Advance.
(c) The Commitment and the Availability Period s hall expire on the Termination Date.

On such date, unless having been sooner accelerated by the Lender pursuant to the terms hereof, and without impairing any rights under Section 3.1 hereof, al l Loans and all other sums owing hereunder shall be due and payable by the City in full, and as of and after such date the City shall not request and the Lender shall not be obligated to make any further Advances hereunder.

Section 2.2. Payments and Advances. (a) Except to the extent otherwise set forth in this Agreement (or in the case of Hedging Instruments under the applicable agreements), all payments of principal and of interest on the Loans and all Expenses, fees, indemnification obligations and all other charges and any other Obligations of the City, shall be made to Lender by wire transfer to the Lender’s account at: [_________], in United States Dollars, in immediately available funds.

Each payment by the City hereunder shall be made without any set off, counterclaim or deduction whatsoever. Any payments received prior to 2:00 p.m. (New York City time) on any Business Day

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shall be deemed received on such Business Day. Any payments (including any payment in full of the Obligations), received after 2:00 p.m. (New York City time) on any Business Day shall be deemed received on the immediately following Business Day. (b) Advances which may be made by the Lender from time to time hereunder shall be made available by wire transfer to the City’s account at: [JP Morgan Chase Bank, N.A.]. Such account may be changed only by presentation to the Lender of a notice in form satisfactory to the Bank specifying a different account with the City and executed by the City and authenticated to the Bank’s satisfaction.
(i) All Advances requested by the City hereunder that are (i) SOFR Loans must be in the minimum amount of $ 1,000,000 and integral multiples o f $ 5,000 in excess thereof, and (ii) Base Rat e Loans must be in the minimum amount of $ 1,000,000 and integrated multiples of $5,000 in excess thereof.
(ii) All Advances requested by the City hereunder are to be in writing pursuant to a written request (“ Advance Request”) executed by an Authorized City Representative in the form of Exhibit C attached hereto. Advance Requests for Base Rate Loans must be requested three (3) Business Days in advance and must specify the amount of the Base Rate Loan. Advance Requests for SOFR Loans must be requested three (3) Business Days in advance and must specify the amount of the SOFR Loan and the Interest Period. (iii) Upon receiving an Advance Request in accordance with subparagraph (ii) above, and subject to the conditions set forth in this Agreement, the Lender shall make the requested Advance available to City on the date requested by the City in the related Advance Request.

Section 2.3. Determination of Taxability. (a) In the event a Determination of Taxability occurs, the City hereby agrees to pay to the Lender within thirty (30) days of demand therefor (i) an amount equal to the difference between (A) the amount of interest that would have been paid to the Lender on the Loans or the 2026 Bond during the period for which interest on the Loans or the 2026 Bond is included in the gross income of the Lender if the Loans had borne interest at the Taxable Rate, beginning on the Taxable Date (the “Taxable Period” ), and (B) the amount of interest actually paid to the Lender during the Taxable Period, and (ii) an amount equal to any interest, penalties or charges owed by the Lender as a result of interest on the Loans or the 2026 Bond becoming included in the gross income of the Lender, together with any and all attorneys’ fees, court costs, or other out-of-pocket costs incurred by the Lender in connection therewith; (b) Subject to the provisions of paragraph (c) below, the Lender shall afford the City the reasonable opportunity, at the City’s sole cost and expense, to contest (i) the validity of any amendment to the Code which causes the interest on the Loans or the 2026 Bond to be included in the gross income of the Lender, or (ii) any challenge to the validity of the tax exemption with respect to the interest on the Loans or the 2026 Bond , including the right to direct the necessary litigation contesting such challenge (including administrative audit appeals); provided that, in no event shall the Lender be required to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the City or any other Person; and

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(c) As a condition precedent to the exercise by the City of its right to contest set forth in paragraph (b) above, the City shall, within thirty (30) days of demand, reimburse the Lender for any and all expenses (including attorneys’ fees for services ) that may be required or desirable, as determined by the Lender (in its reasonable discretion) that may be in curred by the Lender in connection with any such contest, and shall, within thirty (30) days from demand, reimburse the Lender for any payments, including any taxes, interest, penalties or other charges payable by the Lender for failure to include such interest in its gross income.

Section 2.4. Maximum Interest Rate. (a) If the amount of interest payable on the Loan or such Obligations hereunder for any period in accordance with the terms hereof or the Loan exceeds the amount of interest that would be payable on the Loan or such Obligations hereunder for such period had interest for such period been calculated at the Maximum Interest Rate, then interest for such period shall be payable on the Loan or such Obligations in an amount calculated at the Maximum Interest Rate.
(b) Any interest on the Loan or such Obligations hereunder that would have been due and payable for any period but for the operation of the immediately preceding paragraph (a) shall accrue and be payable as provided in this paragraph (b) and shall, less interest actually paid to the Lender for such period, constitute the “Excess Interest Amount.” If there is any accrued and unpaid Excess Interest Amount as of any date, then the principal amount with respect to which interest is payable shall bear interest at the Maximum Interest Rate until payment to the Lender of the entire Excess Interest Amount.
(c) Notwithstanding the foregoing, on the date on which no principal amount with respect to the Loan remains unpaid, the City shall pay to the Lender a fee equal to any accrued and unpaid Excess Interest Amount. The Lender and the City agree that any such fee payable pursuant to this clause (c) shall not constitute interest on the Loan.

Section 2.5. Interest. (a) The unpaid principal balance of SOFR Loans hereunder shall bear interest for each Interest Period, subject to the terms hereof, at a per annum rate equal to, at the applicable Term SOFR Rate for such Interest Period . The Lender shall determine the Term SOFR Rate for each Interest Period and such Term SOFR Rate shall become effective on first day of the applicable Interest Period to and including the last day of such Interest Period. (b) The unpaid principal balance of each Loan shall bear interest for each day such Loan is outstanding at the interest rate applicable thereto from time to time. Interest on each Loan shall be due and payable by the City on each Interest Payment Date (commencing on the first Interest Payment Date occurring after such Loan is drawn) and at the Termination Date , and interest after the Termination Date (whether by lapse of time, acceleration, or otherwise) shall be due and payable by the City upon demand.
(c) While any Loan is a Base Rate Loan, such Loan shall bear interest at a rate per annum equal to the Base Rate. Changes in the interest rate app licable to Base Rate Loan s shall become effective on the same day there is a change in the Base Rate.

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(d) Interest on Base Rate Loans shall be payable by the City in arrears on each Interest Payment Date applicable thereto. In the event of any convers ion of any SOFR Loan prior to the end of the Interest Period therefor, accrued interest on such Loan shall be payable by the City on the effective date of such conversion.
(e) The City may elect from time to time to convert Base Rate Loans to SOFR Loans, by delivering a Notice of Conversion/Extension to the Lender at least three (3) Business Days prior to the proposed date of conversion. In addition, the City may elect from time to time to convert all or any portion of a SOFR Loan to a Base Rate Loan by g iving the Lender irrevocable written notice thereof by 12:00 Noon (New York Coty time) two (2) Business Days prior to the proposed date of conversion. SOFR Loans may only be converted to Base Rate Loans on the last day of the applicable Interest Period. If the date upon which a SOFR Loan is to be converted to a Base Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Busine ss Day such Loan shall bear interest as if it were a Base Rate Loan. All or any part of outstanding Base Rate Loans may be converted as provided herein; provided that no Loan may be converted into a SOFR Loan when any Event of Default has occurred and is continuing. (f) If the City fails to deliver a timely and complete Notice of Conversion/Extension to the Lender with respect to a SOFR Loan prior to the Interest Payment Date therefor, then, unless such SOFR Loan is repaid as provided herein, such SOFR Lo an shall automatically be continued for an additional Interest Period commencing on such Interest Payment Date. (g) The Bank will, for administrative purposes, consolidate on its systems and in its records the unpaid principal balance of the SOFR Loans so that all SOFR Loans bear interest at the same Term SOFR Rate and all SOFR Loans have the same effective Interest Period. The Bank will, for administrative purposes, consolidate on its systems and in its records the unpaid principal balance of the Base Rate Loans so that all Base Rate Loans bear interest at the same Base Rate. (h) In no event shall the Lender be required to make more than three (3) Advances per calendar month.

Section 2.6. Additional Interest Provisions. (a) All computations of fees and interest for SOFR Loans and fees (including, without limitation, the Unutilized Fee) and other amounts due hereunder (other than with respect to Base Rate Loans, if applicable) shall be made on the basis of a 360-day year and actual days elapsed. All computations of interest for any Base Rate Loans, if required and applicable due to the circumstances in Section 2.13(e) or 2.14 hereof, shall be made on the basis of a year of 365 days and actual days elapsed. Interest shall accrue on the Loans for the day on which any such Loan is unpaid, and shall not accrue on the Loans, or any portion thereof, for the day on which such Loan or such portion is paid. Each determination by the Lender of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) After the occurrence and during the continuance of an Event of Default hereunder, all Obligations shall bear interest until paid in full at a ra te per annum equal to the Default Rate,

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payable by the City, to the extent not paid when otherwise due, upon demand . The Default Rate may be applied retroactively to the date of the occurrence of the Event of Default. (c) All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar.
(d) In no contingency or eve nt whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines the Lender has charged or received interest hereunder in excess of the highest applicable rate, the Lender shall apply, in its sole discretion, and set off such excess interest receive d by the Lender against other Obligations due or to become due , as applicable, and such rate shall automatically be reduced to the maximum rate permitted by such law.
(e) The City shall not request and the Lender shall not make or continue or convert any Loan to a SOFR Loan while an Event of Default exists.

Section 2.7. Obligations Absolute. The obligations of the City under this Agreement and the Related Documents shall be unconditional and irrevocab le and shall be paid and performed strictly in accordance with the terms of this Agreement and the Related Documents, as applicable, under all circumstances, including without limitation the following:
(a) any lack of validity or enforceability of this Ag reement or any of the other Related Documents;
(b) any amendment or waiver of or any consent to departure from all or any of the Related Documents;
(c) the existence of any claim, set -off, defense or other right which the City may have at any time against Lender or any other person or entity, whether in connection with this Agreement, the other Related Documents, the transactions contemplated herein or therein or any unrelated transaction; or
(d) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Section 2.8. Prepayments.
(a) Optional. The Loans may be prepaid in whole or in part upon ten (10) days prior written notice to the Lender, subject to Section 2.11 hereof. In the event of any prepayment of the Loans on any date other than an Interest Payment Date , whether by voluntary prepayment,

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acceleration following default or otherwise the City shall pay a prepayment charge upon prepayment of the principal of the Loans as set forth in Section 2.11 hereof. (b) Mandatory. If the aggregate principal amount of unpaid Advances, at any time exceeds the Commitment (such excess referred to as “Overadvance”), the City shall immediately repay the Overadvance in full.

Section 2.9. Use of Proceeds. The extensions of credit under and proceeds of the Loans shall be used solely to finance capital expenditures of the Enterprise in accordance with the Authorizing Resolution.

Section 2.10. Increased Costs.
(a) Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, liquidity ratio, special deposit, compulsory loan, insurance c harge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, the Lender or the Lender’s parent or holding company, if any;
(ii) subject the Lender or the Lender’s parent or holding company, if any, to any taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (except the imposition of, or any change in the rate of, any Excluded Taxes payable by the Lender); or (iii) impose on the Lender or any Lender’s parent or holding company, if any, any other condition, cost or expense affecting this Agreement; and the result of any of the foregoing shall be to increase the cost to the Lender or any Lender’s parent or holding company, if any , with respect to this Agreement, the Loans, or the making, maintenance or funding of the Loans, or to reduce the amount of any sum received or receivable by the Lender hereunder (whether of principal, interest or any other amount) then, upon the written request of the Lender as set forth in Section 2.10(c) hereof, the City will pay to the Lender, such additional amount or amounts as will compensate the Lender or any Lender’s parent or holding company, if any, for such additional costs incurred or reduction suffered. (b) Capital Requirements. If the Lender reasonably determines that any Change in Law affecting the Lender or any Lender’s parent or holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on the Lender’s capital or liquidity or on the capital or liquidity of the Lender’s parent or holding company, if any, as a consequence of this Agreement or the Loans to a level below that which the Lender or the Lender’s parent or holding company could have achieved but for such Change in Law (taking into consideration the Lender’s policies and the policies of the Lender’s parent or holding company with respect to capital adequacy), then from time to time upon written request of the Lender as set forth in clause (c) the City will pay to the Lender, such additional amount or amounts as will compensate the Lender or the Lender’s parent or holding company for any such reduction suffered.

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(c) Certificates for Reimbursement. A certificate of the Lender setting forth the amount or amounts necessary to compensate the Lender or its parent or holding company, as the case may be, as specified in subsection (a) or (b) of this Section 2.10 and delivered to the City shall be conclusive absent manifest error. The City shall pay the Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof. (d) Delay in Requests. Failure or delay on the part of the Lender to demand compensation pursuant to the foregoing provisions of this Section 2.10 shall not constitute a waiver of the Lender’s right to de mand such compensation. Notwithstanding the foregoing sentence, the City shall not be required to compensate the Lender pursuant to this Section 2.10 in respect of a period occurring more than six (6) months prior to the date the above-described written demand is given to the City with respect thereto (except that if the imposition of such increased costs is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).
(e) Survival. All of the City’s obligations under this Section 2.10 shall survive the termination of this Agreement and the repayment, satisfaction or discharge of all other Obligations; provided that this paragraph (e) will not be deemed to extend any applicable statute of limitations.

Section 2.11. Funding Indemnity. (i) In the event of (a) the payment of any principal of any SOFR Loan other than on the last day of an Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any SOFR Loan other than on the last day of an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any SOFR Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment of any SOFR Loan other than on the last day of an Interest Period therefor, then, in any such event, the City shall compensate the Lender for the Lender’s reasonable costs, expenses and Interest Differential (as determined by the Lender) incurred as a result of such prepayment. The term “Interest Differential” means the greater of zero and the financial loss incurred by the Lender resulting from the related event, calculated (as of the date of such event) as the difference between (i) the amount of interest the Lender would have earned on the related SOFR Loan had such event not occurred for the period from and including the date of such event to and including the last day of the related Interest Period and (ii) the interest the Lender will actually earn as a result of the redeployment of funds from such event for the period from and including the date of such event to and including the last day of the related Interest Period. Because of the short-term duration of any Interest Period, the City agrees that the Interest Differential shall not be discounted to its present value. A certificate of the Lender setting forth any amount or amounts that the Lender is entitled to receive pursuant to this Section

2.11 shall be delivered to the City and shall be conclusive absent manifest error. The City shall pay the Lender the amount shown as due on any such certificate within 10 days after receipt thereof.
(ii) Notwithstanding anything herein to the contrary, no amount shall be payable under this Section 2.11 as a result of the occurrence of an event set forth in clauses (a) through (d) of Section 2.11(i) hereof if such related event occurs solely as a result of the terms and conditions of any of Section 2.12, 2.13 or 2.14 hereof.

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Section 2.12. Inability to Determine Interest Rate (Temporary). Notwithstanding any other provision of this Agreement, if at any time prior to a Benchmark Transition Event, the Lender shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, (i) by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining the Term SOFR for an Interest Period, or (ii) the Term SOFR does not adequately and fairly reflect the cost to the Lender of maintaining Loans during an Interest Period, the Lender shall forthwith notify the City at least two (2) Business Days prior to the first day of such Interest Period. Thereupon, the Loans shall be converted to a Base Rate Loan.

Section 2.13. Benchmark Replacement Setting.
(a) Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Related Document upon the occurrence of a Benchmark Transition Event, the Lender may replace the then -current Benchmark with a Benchmark Repl acement. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.13(a)(i) will occur prior to the applicable Benchmark Transition Start Date.
(ii) No swap agreement shall be deemed to be a “Related Document” for purposes of this Section 2.13.
(b) Benchmark Replacement Conforming Changes . In connection with the implementation of a Benchmark Replacement, Lender will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Related Document , any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of City.
(c) Notices; Standards for Decisions and Determination s. The Lender will promptly notify the City of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. The Lender will promptly notify the City of the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below. Any determination, decision or election that may be made by the Lender pursuant to this Section 2.13, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from the City. (d) Unavailability of Tenor of Benchmark . Notwithstanding anything to the contrary herein or in any other Related Document , at any time (including in connection with the implementation of a Benchmark Replacement), (i ) if the then -current Benchmark is a term rat e (including the Term SOFR Reference Rate) and either (A ) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Lender in its reasonable discretion or (B ) the re gulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Lender may modify the definition of “Interest Period” for any Benchmark settings at or after such

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time to remove such unavailable or non -representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Lender may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (e) Benchmark Unavailability Period . Upon City’s receipt of notice of the commencement of a Benchmark Unavailability Period, City may revoke any pending request for a SOFR Loan, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, City will be deemed to have converted any such request into a request for a borr owing of, or conversion, to Base Rate Loans.

Upon the date of the City’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to SOFR applicable to the Loans, then on the last day of the Interest Period applicable to the Loans (or the next succeeding Business Day if such day is not a Business Day), the Loans shall be converted by Lender to, and shall constitute, a Base Rate Loan on such day.

Section 2.14. Illegality. If the Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Lender to make, maintain or fund Loans whose interest is determined by reference to the Term SOFR Reference Rate or SOFR, or t o determine or charge interest rates based upon the Term SOFR Reference Rate or SOFR, then, upon notice thereof by the Lender to the City any obligation of Lender to make, and any right of the City to continue the SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended until the Lender notifies the City that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the City shall, if necessary to avoid such illegality, upon demand from the Lender, prepay or, if applicable, convert the SOFR Loans to Base Rate Loan s on the last day of the Interest Period therefor, if the Lender may lawfully continue to maintain the SOFR Loans to such day, or immediately, if the Lender may not lawfully continue to maintain the SOFR Loan s to such day. The City hereby agrees to pay the Lender, within thirty (30) days of demand, any additional amounts necessary to compensate the Lender for actual and direct costs (but not including anticipated profits) reasonably incurred by Lender in connection with any repayment in accordance with this Section 2.14, including but not limited to, any interest or fees payable by the Lender to lenders of funds obtained by it in order to make or maintain the SOFR Loans hereunder. A certificate as to any additional amounts payable pursuant to this Section 2.14 submitted by the Lender, to the City shall be presumptive evidence of such amounts owing. The Lender agrees to use reasonable efforts to avoid or to minimize any amounts which may otherwise be payable pursuant to this Section 2.14; provided however, that such efforts shall not cause the imposition on the Lender of any additional costs or legal or regulatory burdens deemed by the Lender in its reasonable discretion to be material.

Section 2.15. Allocation of Payment. Any payments received by the Lender on account of this Agreement shall, at the Lender’s option, be applied to any accrued unpaid interest, then to outstanding and due amounts of principal; then to any required escrow payment if applicable; then to any debt protection insurance premium if applicable; and then to any fees including late charges and then to any costs. Notwithstanding the foregoing, any payments received after the occurrence

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and during the continuance of an Event of Default shall be applied in such manner as the Lender may determine.

Section 2.16. Net of Taxes, Etc. (a) Any and all paym ents to the Lender by the City hereunder or with respect to the Loan s and this Agreement shall be made free and clear of and without deduction or withholding for any and all Indemnified Taxes. If the City shall be required by law to deduct or withhold any Indemnified Taxes imposed by the United States of America or any political subdivision thereof from or in respect of any sum payable hereunder or with respect to the Loans, then (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.16) the Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the City shall make such deductions and (iii) the City shall timely pay the full amount deducted to the City shall make any payment under this Section 2.16 to or for the benefit of the Lender with respect to Indemnified Taxes and if the Lender shall claim any credit or deduction for such Indemnified Taxes against any other taxes payable by the Lender to any taxing jurisdiction in the United States of America, then the Lender shall pay to the City an amount equal to the amount by which such other taxes are actually reduced; provided, that the aggregate amount payable by the Lender pursuant to this sentence shall not exceed the aggregate amount previously paid by the City with respect to such Indemnified Taxes. In addition, the City agrees to pay any present or future stamp, recording or documentary taxes and any other excise or property taxes, charges or similar levies that arise under the laws of the United States of America or any state of the United States from any payment made hereunder or under the Loans or from the execution or delivery of this Agreement or the Loans, or otherwise with respect to this Agreement or the Loans (hereinafter referred to as “Other Taxes” ). The Lender shall provide to the City within a reasonable time a copy of any written notification it receives with respect to Indemnified Taxes or Other Taxes owing by the City to the Lender hereunder; provided, that the Lender’s failure to send such notice shall not relieve the City of its obligation to pay such amounts hereunder. (b) The City shall, to the fullest extent permitted by law and subject to the provisions hereof, pay the Lender for the full amount of Indemnified Taxes and Other Taxes including any Indemnified Taxes or Other Taxes imposed by any jurisdiction on a mounts payable under this Section 2.16 paid by the Lender or any liability (including penalties, interest and reasonable expenses) arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted; provided, that the City shall not be obligated to pay the Lender for any penalties, interest or expenses relating to Indemnified Taxes or Other Taxes arising from the Lender’s gross negligence or willful misconduct. The Lender agrees to give notice to the City of the assertion of any claim against the Lender relating to such Indemnified Taxes or Other Taxes as promptly as is practicable after being notified of such assertion; provided, that the Lender’s failure to notify the City promptly of such assertion shall not relieve City of its obligation under this Section 2.16. Payments by the City pursuant to this Section 2.16 shall be made within thirty (30) days from the date the Lender makes written demand therefor, which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. The Lender agrees to repay to the City any refund (including that portion of any interest that was included as part of such refund) with respect to Indemnified Taxes o r Other Taxes paid by the City pursuant to this Section 2.16 received by the Lender for Indemnified Taxes or Other Taxes that were paid by the City pursuant to this Section 2.16 and to contest, with the cooperation and at the expense of the

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City, any such Indemnified Taxes or Other Taxes which the Lender or the City reasonably believes not to have been properly assessed.
(c) Within thirty (30) days after the date of any payment of Indemnified Taxes by the City, the City shall furnish to the Lender the original or a certified copy of a receipt evidencing payment thereof.
(d) Without prejudice to the survival of any other agreement of the City hereunder, the agreements and obligations of the City contained in this Section 2.16 shall survive the termination of this Agreement and the payment in full of the Loans and the obligations of the City thereunder and hereunder.

Section 2.17. Fees; Default Rate. (a) The City agrees to perform the obligations provided for in the Fee Agreement, including, without limitation, the payment of all fees provided for therein. The terms and provisions of the Fee Agreement are incorporated herein by reference.

Any reference herein or in any other document to fees and/or other amounts or obligations payable hereunder shall include, without limitation, all fees and other amounts or obligations payable pursuant to the Fee Agreement, and any reference to this Agreement shall be deemed to include a reference to the Fee Agreement . The Fee Agreement and this Agreement are to be construed as one agreement between the City and the Lender.
(b) If the City shall fail to pay any amount payable under the Fee Agreement as and when due and payable, each such unpaid amount shall bear interest for each day from and including the date it was payable pursuant to subsection (c) below until paid in full at the applicable Default Rate.
(c) The City shall pay within thirty (30) days after written demand via electronic invoice provided by the Lender to the City:
(i) the reasonable out-of-pocket expenses of the Lender, including reasonable fees and disbursements of counsel, as described in Section 8.4 and 8.6 herein; and (ii) any reasonable amounts advanced by or on behalf of the Lender to the extent required to cure any Default, Event of Default or event of nonperformance hereunder or any Related Documents, together with interest at the Default Rate. (d) Any principal of, and to the extent permitted by applicable law, any interest on, the Loans and any other sum payable hereunder, which is not paid within the cure period due shall bear interest, from the date due and payable until paid, payable by the City on demand therefor, at a rate per annum equal to the Default Rate.

Section 2.18. Optional Termination or Reduction of Commitment. During the Availability Period, the City, upon at least three (3) Business Days’ notice to the Lender, (i) terminate the Commitment at any time, if no Loans are outstanding at such time, or (ii) reduce the Commitment from time to time by an aggregate amount of $100,000 or any larger integral multiple of $100,000, which amount shall be not greater than the amount of the Commitment.

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Section 2.19. Mandatory Termination or Reduction of Commitment. (a) The Commitment shall terminate on the Termination Date, and any Loans then outstanding (together with accrued interest thereon and all other amounts payable hereunder) shall be due and payable by the City in full on such date.
(b) If at any time an Event of Default shall have occurred and be continuing, the Lender may deliver a written notice to that effect to the City, and the Commitment shall immediately terminate.

Section 2.20. Extension of Maturity Date. The City may request an extension of the Stated Maturity Date, or shorter period as agreed to in the sole discretion of the Lender not less than one hundred twenty (120) days prior to the then current Stated Maturity Date. The Lender shall notify the City if it agrees to such an extension, which shall be in the Lender’s sole discretion, within sixty (60) days of such request. The consent of the Lender, if granted, shall be conditioned upon the preparation, execution and delivery of documentation in form and substance satisfactory to the Lender. Failure to respond to such a request shall be deemed an election by the Lender not to extend the Stated Maturity Date.

ARTICLE III. PLEDGE.

Section 3.1. Security. The City hereby grants to the Lender a Lien on and pledge of and charge on and security interest in the Adjusted Net Revenues to the payment of the Loans and the 2026 Bond and all Obligations of the City under this Agreement (without duplication) and all other obligations of the City secured by the Adjusted Net Revenues on parity therewith without priority or distinction of one over the other. Said pledge of and lien on Adjusted Net Revenues shall be valid and binding from and after delivery by the City of this Agreement and the 2026 Bond, without any physical delivery thereof or further act. The pledge of Adjusted Net Revenues herein made is irrevocable until the Loan and the 2026 Bond have been paid and retired in full and any related Obligations of the City under this Agreement have been satisfied. The obligations of the City with respect to the payment of the Loan and the 2026 Bond are special, limited obligations of the City payable as to both principal of and interest from and secured solely by such pledge of Adjusted Net Revenues, and the City shall not be required to advance money from any other source other than the Adjusted Net Revenue s. The Adjusted Net Revenue s constitute a trust fund for the security and payment of the interest on and principal of the Loan and the 2026 Bond and all Obligations of the City under this Agreement (without duplication) and all other obligations of the City secured by the Adjusted Net Revenues on parity therewith; provided, however, that for any period, all Adjusted Net Revenues remaining after satisfying the City’s payment obligations with respect to the Loan and the 2026 Bond and all Obligations of the City under this Agreement (without duplication) and all other obligations of the City secured by the Adjusted Net Revenues on parity therewith on each payment date therefor shall thereafter be available to the City for all lawful City purposes. The general fund of the City is not liable, and the credit or taxing power of the City is not pledged, for the payment of the Loan or the 2026 Bond or any other Obligations of the City hereunder. The pledge of Adjusted Net Revenues herein made shall be irrevocable until the 2026 Bond and all Obligations of the City are no longer Outstanding and this Agreement has terminated pursuant to its terms.

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ARTICLE IV. CONDITIONS PRECEDENT.

Section 4.1. Documentary Requirements. As a condition precedent to the execution and delivery of this Agreement, the Lender shall have received, on or before the Closing Date, the items listed below in this Section 4.1, each dated and in form and substance as is satisfactory to the Lender and its counsel.
(a) The following City documents and financial information:
(i) copies of the resolutions of the City Council of the City approving the execution and delivery of the Related Documents to which the City is a party, approving the form of the Related Documents to which it is not a party and the other matters contemplated hereby, certified by an Authorized City Representative as being true and complete and in full force and effect on the Closing Date; (ii) the Audited Financial Statements;
(iii) a copy of the City’s Investment Policy in effect as of the Closing Date; and
(iv) (i) a certificate dated the Closing Date and executed by an Authorized City Representative certifying the names, titles, offices and signatures of the persons authorized to sign, on behalf of the City, the Related Documents to which it is a party and the other documents to be delivered by it hereunder or thereunder and (ii) an executed Authorized City Representative Certificate. (b) An executed original or certified copy, as applicable, of each of the Related Documents.
(c) The following opinions, dated the Closing Date and addressed to the Lender and the Lender is otherwise expressly authorized to rely:
(i) from counsel to the City, opinions as to the due authorization, execution, delivery and enforceability of the Related Documents to which the City is a party, and such other customary matters as the Lender may reasonably request; and
(ii) from Bond Counsel, opinions to the ef fect that the interest on the 2026 Bond is excludable from gross income for federal income tax purposes and such other customary matters as the Lender may reasonably request, including, without limitation, valid security interest and pledge opinions with r espect to the pledge of Adjusted Net Revenues created hereby.
(d) The following documents and other information:

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(i) a certificate dated the Closing Date and executed by an Authorized City Representative certifying (A) that there has been no event or circumstance since June 30, 2025, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (B) that the representations and warranties contained in Article V hereof and the other Related Documents are true and correct in all material respects on the Closing Date, (C) no event has occurred and is continuing, or would result from entry into this Agreement, which would constitute a Default or Event of Default and (D) the unenhanced long-term debt ratings assigned to the outstanding Electric Revenue Bonds and Parity Debt of the City are “AA-” by Fitch, and “AA-” by S&P and have not been reduced, withdrawn, suspended or reduced since the dated date of such ratings; and
(ii) true and correct copies of all Governmental Approvals, if any, necessary for the City to execute, deliver and perform the Related Documents to which it is a party.

Section 4.2. Litigation. The Lender shall have received a written description of all actions, suits or proceedings pending or threatened against the City and/or any of its Affiliates in any court or before any arbitrator of any kind or before or by any governmental or non -governmental body which could reasonably be expected to result in a Material Adverse Effect, if any, and such other statements, certificates, agreements, documents and information with respect thereto as the Lender may reasonably request.

Section 4.3. Other Matters . All other legal matters pertaining to the execution and delivery of this Agreement and the Related Documents shall be satisfactory to the Lender and its counsel, and the Lender shall have received such other stateme nts, certificates, agreements, documents and information with respect to the City and the other parties to the Related Documents and matters contemplated by this Agreement as the Lender may reasonably request.

Section 4.4. Payment of Fees and Expenses. Within thirty (30) days of the Closing Date, the Lender shall have received reimbursement (or direct payment) of the Lender’s fees and expenses (including the legal fees and expenses of Chapman and Cutler LLP) and any other fees incurred in connection with the transaction contemplated by the Related Documents.

Section 4.5. Conditions for Advances. The making of Advances hereunder in any form following the Closing Date is subject to the following conditions precedent (all instruments, documents and agreements to be in form and substance satisfactory to Lender and its counsel) following the Closing Date:
(a) This Agreement and each of the other Related Documents shall be effective; (b) No event or condition shall have occurred or become known to the City, or would result from the making of any requested Advance, which could have a Material Adverse Effect;

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(c) No Default or Event of Default th en exists or after giving effect to the making of the Advance would exist;
(d) Each Advance is within and complies with the terms and conditions of this Agreement including, without limitation, the notice provisions contained in Section 2.2 hereof;
(e) Each representation and warranty set forth in Article V and any other Related Document in effect at such time (as amended or modified from time to time) is then true and correct in all material respects as if made on and as of such date except to the extent such representations and warranties are made only as of a specific earlier date; (f) After giving effect to any Advance, the aggregate principal amount of all unpaid Advances made on any date shall not at any time exceed the Available Commitment on such date and, after giving effect to any Advance, the total unpaid Advances outstanding shall not exceed the Commitment.
(g) The Termination Date shall not have occurred;
(h) Such Advance shall not violate any order, judgment or decree of any court or authority of competent jurisdiction or any provision of law as then in effect; and (i) Neither the Lender nor the City shall have received written notice from Bond Counsel that the opinion delivered pursuant to Section 4.1(c)(ii) hereof may no longer be relied upon.

Each Advance Request submitted by the City shall be deemed to be a representation and warranty that the conditions specified in subsections ( a) through (h) of this Section 4.5 have been satisfied on and as of the date of the applicable Advance.

Section 4.6. Waiver of Rights . By completing the Closing hereunder, or by making Advances hereunder, the Lender does not thereby waive a breach of any warranty or representation made by the City hereunder or under any agreement, document, or instrument delivered to Lender or otherwise referred to herein, and any claims and rights of the Lender resulting from any breach or misrepresentation by the City are specifically reserved by the Lender.

Section 4.7. No Bond Rating; DTC; Offering Document; CUSIP . The 2026 Bond shall not be (i) assigned a specific rating by any Rating Agency, (ii) registered with The Depository Trust C ompany or any other securities depository, (iii) issued pursuant to any type of official statement, private placement memorandum or other offering document, (iv) assigned a CUSIP number by Standard & Poor’s CUSIP Service or (v) placed or offered by a broke r-dealer in the capacity of an underwriter or a placement agent.

ARTICLE V. REPRESENTATIONS AND WARRANTIES.

The City warrants and represents to the Lender that:

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Section 5.1. Organization, Powers, Etc. The City is a municipality and chartered city of the State of California duly organized and validly existing under and pursuant to the Constitution and laws of the State of California, including its City Charter and has: (a) full power and authority under the Constitution and the laws of the State of California, including its City Charter, to enter into and perform its obligations under this Agreement and the other Related Documents and (b) all material governmental licenses, authorization, consents and approvals required to carry on the business of the Enterprise as now conducted and to enter into and perform its obligations under this Agreement and the other Related Documents.

Section 5.2. Authorization, No Contravention. The execution, delivery and performance by the City of this Agreement and each other Related Document have been duly authorized by all necessary action and require no action or consent by or in respect of, or filing with, any Governmental Authority not taken or received as of the date hereof; provided that no representation is made as to any blue sky or s ecurities law of any jurisdiction . The execution, delivery and performance by the City of this Agreement and the other Related Documents to which it is a party does not and will not (i) violate in any material respect any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award as currently in effect to which the City is subject; (ii) result in a breach of or constitute a default under the provisions of any resolution, indenture, loan or credit agreement or any other agreement, lease or instrument to which the City may be or is subject or by which it, or any Enterprise Property, is bound; or (iii) result in, or require, the creation or imposition of any mortgage, deed of trust, assignment, pledge, lien, security interest or other charge or encumbrance of any nature or with respect to any Enterprise Properties (other than the pledge of Adjusted Net Revenues created by the Indenture and the pledge of Adjusted Net Revenues created hereby), except in the case of clause (ii) or (iii) any such breach, default, creation or imposition that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 5.3. Binding Effect. (a) This Agreement, the 2026 Bond and each other Related Document to which the City is a party constitute legal, valid and binding obligations of the City, enforceable against the City in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles whether or not sought, and to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against municipal corporations in the State, and (b) the 2026 Bond has been duly and validly issued under the Indenture and entitled to the benefits thereof.

Section 5.4. Financial Information. The City’s audited Electric Utility Enterprise Fund statement of net assets as of June 30, 2025, statement of revenues, expenses and changes in fund net assets for the year ended Ju ne 30, 2025, and statement of cash flows for the year ended June 30, 2025, and the unqualified opinion letter dated December 2 , 202 5, of Maze & Associates , independent certified public accountants, copies of which have been delivered to the Lender, are in all respects complete and correct and fairly present the financial condition of the City as at such dates for the periods covered by such statements, all in conformity with GAAP. Since June 30, 2025, there has been no Material Adverse Effect.

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Section 5.5. Litigation. There is no action, suit or proceeding pending against or, to the knowledge of the City, overtly threatened in writing against the City or relating to the Bond Law, this Agreement, the 2026 Bond, or any other Related Document before any court or other Governmental Authority in which the City determines an adverse decision could reasonably be expected to have a Material Adverse Effect.

Section 5.6. Employee Benefit Plans, Etc. The City is not subject to Title I reporting and disclosure requirements, Title II or Title IV of ERISA and has no obligation or liability under or in respect of any “employee benefit plan” within the meaning of Section 3(3) of ERISA or any other form of bonus, incentive compensation, deferred compensation or other similar plan or arrangement.

Section 5.7. Environmental Laws. The City has not received a written notice from any governmental agency having competent jurisdiction over the matter to the effect that its Enterprise operations are not in compliance with any of the requirements of applicable federal, state or local environmental, health and safety statutes and regulat ions or are the subject of any governmental investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which non -compliance or remedial action could reasonably be expected to result in a Material Adverse Effect.

Section 5.8. No Sovereign Immunity . The City is not entitled to claim the defense of immunity (whether sovereign, governmental or on other similar groun ds) in any action, suit or proceeding arising under or relating to this Agreement and the other Related Documents (a) for monetary damages or (b) for the execution or enforcement of any judgment (subject to limitations on legal remedies against public agencies in the State), nor may there be attributed to the City any such immunity (whether or not claimed) ; provided that any such suits shall be subject to all substantive and procedural requirements of California law, including California Government Code, Title 1 Division 3.6 [and the City’s Charter].

Section 5.9. Disclosure. All information heretofore furnished (including pursuant to any representation or warranty) by the City to the Lender for purposes of or in conn ection with the negotiation of this Agreement and the transactions contemplated hereby is, and all such information hereafter furnished by the City to the Lender will be, true, accurate and complete in all material respects on the date as of which such inf ormation is stated or certified. There is no fact known to the City which the City has not disclosed to the Lender in writing which the City believes will result in a Material Adverse Effect or, so far as the City can now reasonably foresee, is likely to result in a Material Adverse Effect.

Section 5.10. Status of Obligations. This Agreement creates a valid security interest in the Adjusted Net Revenues as security for the punctual payment of the Loans and the 2026 Bond and the other Obligations of the City hereunder. All Obligations payable by the City under this Agreement are special limited obligations of the City payable solely from Adjusted Net Revenues, and the City shall not be required to advance money from any other source other than Adjusted Net Revenues. The general fund of the City is not liable, and the credit or taxing power of the City is not pledged, for the payment of the Loans or the 2026 Bond or any other Obligations of the City hereunder. The Obligations are Parity Debt (as such term is defined in the Indenture).

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Section 5.11. Incorporated Representations. The City makes each of the representations, warranties and covenants contained in the Related Documents to which it is a party to, and for the benefit of, the Lender as if the same were set forth at length herein together with all applicable definitions thereto. No amendment, m odification, termination or replacement of any such representations, warranties, covenants and definitions contained in the Related Documents shall be effective to amend, modify, terminate or replace the representations, warranties, covenants and definitions incorporated herein by this reference, without the prior written consent of the Lender.

Section 5.12. Pending Legislation. There is no amendment to the Constitution of the State, any State law or any City law, or to the knowledge of the City, proposed amendment to the Constitution of the State, any State law or any City law certified for placement on a ballot within the State or the City, or any legislation that has passed either house of the United States Congress, or, to the knowledge of the City, any published judicial decision interpreting any of the laws of the United States, the Constitution of the State, any State law or any City law, the effect of which could reasonably be expected to result in a Material Adverse Effect.

Section 5.13. No Maximum Rate of Interest . The obligations of the City under this Agreement are not subject to any law, rule or regulation of the State prescribing a max imum rate of interest.

Section 5.14. Compliance. The City is in material compliance with all laws, ordinances, orders, rules and regulations applicable to the Enterprise, except to the extent noncompliance could not reasonably be expected to result in a Material Adverse Effect.

Section 5.15. Default. The City is not in material default in the performance, observance or fulfillment of any of the obligations, covenants or condi tions contained in any Related Document or other resolution, agreement or instrument to which it is a party which default could reasonably be expected to result in a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.

Section 5.16. Margin Stock. The City is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no portion of the proceeds of 2026 Bond or any Advance will be used to purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such Margin Stock.

Section 5.17. Trustee. The Bank of New York Mellon Trust Company, N.A. (or a successor or assign approved in writing by the Lender) is the duly appointed and acting Trustee as of the Closing Date.

Section 5.18. Tax Exempt Status. The City has not taken any action or omitted to take any action, and knows of no action taken or omitted to be taken by any other person or entity, which action, if taken or omitted, would adversely affect the exclusion of interest on the 2026 Bond from gross income for purposes of federal income taxation or the exemption of such interest from State of California income taxes.

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Section 5.19. Security; Limited Liability. The Indenture creates a valid security interest in the funds and accounts pledged thereunder to the extent provided therein, including, without limitation, the Adjusted Net Revenues as security for the punctual payment of the interest and principal due with respect to the 2026 Bond and all Obligati ons owing to the Lender. All Obligations payable by the City under this Agreement are special limited obligations of the City payable solely from Adjusted Net Revenues, and the City shall not be required to advance money from any other source other than Adjusted Net Revenues.

Section 5.20. Solvency. The Enterprise is able to pay its debts and satisfy its liabilities as they come due , is “solvent” and has not made any assignment for the benefit of creditors.

Section 5.21. Environmental Matters . The operations of the City are in material compliance with all of the requirements of applicable federal, state and local environmental, health and safety statutes and regulations and are not the subject of any governmental investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, where a failure to comply with any such requirement or the need for any such remedial action could reasonably be expected to result in a Material Adverse Effect. The City has provided full disclosure to the Lender of any material non-compliance of the foregoing.

Section 5.22. No Public Vote or Referendum . There is no pu blic vote or referendum pending, proposed or concluded, the results of which could reasonably be expected to result in a Material Adverse Effect.

Section 5.23. Hedging Instruments. The City has not entered into any Hedging Instrument relating to Indebtedness (a) wherein any termination payment thereunder is senior to or on a parity with the payment of the Loans or the other Obligations or (b) which requires City to post cash collateral to secure its obligations thereunder.

Section 5.24. Sanctions; Anti-Corruption. (a) None of the City, any of its Subsidiaries, or, to the knowledge of the City, any director, officer, employee, agent, or affiliate of the City or any of its Subsidiaries is an individual or entity (“person”) that is, or is owned or controlled by persons that are: (i) the subject or target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office o f Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”); or (ii) located, organized, or resident in a country or territory that is the subject or target of Sanctions.
(b) The City, its Subsidiaries, and, to the knowledge of the City, the directors, officers, employees, and agents of the City and its Subsidiaries are in compliance in all material respects with all applicable Sanctions and with the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption law.

Section 5.25. Taxes. City has filed or caused to be filed, if any, all material tax returns required by law to be filed and has paid or caused to be paid all material Taxes, assessments and other governmental charges levied upon or in respect of any of its properties, assets or franchises,

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other than Taxes the validity or amount of which are being contested in good faith by City by appropriate proceedings and for which City shall have set aside on its books adequate reserves in accordance with GAAP.

Section 5.26. Labor Matters. The City has no knowledge of any existing or pending strike, walkout or work stoppage.

Section 5.27. Anti-Terrorism Laws.
(a) General. Neither the City nor any Affiliate of the City is in violation of any Anti - Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.
(b) Executive Order No. 13224. Neither the City nor any Affiliate of the City, or to the City’s knowledge, any of its respective agents acting or benefiting in any capacity in connection with the Loans or other transactions hereunder, is any of the following (each a “Blocked Person”):
(i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;
(ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;
(iii) a Person with which Lender is prohibited from dealing or otherw ise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224; (v) a Person that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or
(vi) a Person that commits, threatens or consp ires to commit or supports “terrorism” as defined in the Executive Order No. 13224; (vii) a Person that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or
(viii) a Person who is affiliated with a Person listed above.

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Section 5.28. No Preferential Repayment . No Person party to any agreement, including, without limitation, any credit facility provider or liquidity provider, which provides credit enhancement or liquidity support to any Electric Revenue Bonds or Parity Debt, or any holder of any Electri c Revenue Bonds or Parity Debt, has the right under any indenture, supplemental indenture or other agreement, in each case relating to any Electric Revenue Bonds or Parity Debt to cause the acceleration, tender, redemption or repayment (including by term -out or shortened amortization) of such Electric Revenue Bonds or Parity Debt, as applicable, on a basis that is shorter than or more favorable than the basis that the Lender is entitled to receive payment hereunder.

ARTICLE VI. COVENANTS.

The City will do, or will refrain from doing, as applicable, the following so long the Commitment is in effect or any Obligations remain outstanding, unless the Lender shall otherwise consent in writing:

Section 6.1. Reporting Requirements. The City shall furnish to the Lender:
(a) Annual Report. As soon as available and in any event within 210 days after the end of each Fiscal Year, in the audited financial statements of the City’s Electric Utility Enterprise Fund (which may be included as a component unit of the City’s city -wide audited financial statements case prepared in accordance with GAAP, accompanied by an opinion thereon of a firm of independent public accountants o f recognized regional standing, selected by the City (, to the effect that, in the opinion of such firm, that the financial statements have been prepared in accordance with GAAP and that such firm’s examination of the financial statements was performed in accordance with generally accepted auditing standards.
(b) Compliance Certificate. Simultaneously with the delivery of each set of financial statements referred to in clause (a) above, a Compliance Certificate of the City signed by an Authorized City Rep resentative (or a duly authorized designee of any such officer) stating that, to the best knowledge of such officer executing such certificate after due inquiry, there exists on the date of such certificate no Default or Event of Default or, if any Default or Event of Default then exists, setting forth the details thereof and the action which the City is taking or proposes to take with respect thereto. (c) Notice of Default or Event of Default. Promptly after knowledge thereof by the City, written notice of the occurrence of any Default or Event of Default, together with a statement of the City setting forth the details thereof and the action which the City is taking or proposes to take with respect thereto.
(d) Litigation. Promptly after formal notice or service of process has been properly served on the City, notice of any action, suit or proceeding before any court or Governmental Authority against the City in which there is a reasonable probability of an adverse decision which could reasonably be expected to result in a Material Adverse Effect.

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(e) Disclosure. Promptly upon the availability thereof, a copy of any offering circular, offering memorandum or other disclosure documents relating to the offering of any Electric Revenue Bonds or Parity Debt.
(f) Ratings. Promptly after obtaining knowledge thereof, written notice of any change in the long-term ratings assigned by a Rating Agency to any unenhanced Electric Revenue Bonds or Parity Debt.
(g) Legislation. As soon as available to the City, copies of all enacted legislation (including new legislation, amended legislation or repealed legislation) the effect of which, in the reasonable judgment of the City, could reasonably be expected to have a Material Adverse Effect.
(h) Budget. Promptly upon th e adoption thereof, a copy of the Enterprise’s Operating and Capital Improvement Program budgets, respectively. (i) Other Information. From time to time such reasonable additional information regarding the financial position, operations or business of the Enterprise as the Lender may reasonably request.
(j) Amendments. Promptly after the adoption thereof and to the extent is not required to receive and make notice of the same, copies of any amendments to the Related Documents or to any provisions of the same.

The City will be deemed to have complied with the requirement to provide the information set forth in this Section 6.1 to the extent such information has been duly posted within such time period on the City website (https://www.santaclaraca.gov/) or on EMMA and notice of such posting has been provided by the City to the Lender and such information is publicly available.

Section 6.2. Notices. In addition to the documents and notices described in Section 6.1, the City will provide promptly to the Lender the following:
(a) Material Adverse Effect. Notice of any event or circumstance known to the City which in the reasonable judgment of the City could reasonably be expect ed to result in a Material Adverse Effect.
(b) Federal inquiry, investigation or audit. Notice of any inquiry, investigation or audit of the Enterprise by the Securities and Exchange Commission, the Department of Justice or the IRS, of which the City has actual knowledge, whether or not received in writing by the City;
(c) Master Indenture. Notice of any proposed amendment or supplement to the Master Indenture and copies of all such amendments and supplements promptly following the execution thereof, in each case, other than any supplement to the Indenture setting forth only the terms of a new series of Electric Revenue Bonds.

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(d) Reportable event notice. Any reportable event notice relating to the Electric Revenue Bonds (as described in b(5)(i)(C) of Rule 15c2-12 promulgated pursuant to the Securities Exchange Act of 1934, as amended) disseminated, distributed or provided by the City in satisfaction of its obligations under any continuing disclosure obligation relating to the Electric Revenue Bonds (or notice that such event notice has been filed by the City with EMMA and is publicly available).

Section 6.3. Further Assurances. The City shall execute, acknowledge where appropriate, and deliver, and cause to be executed, acknowledged where appropriate, and delivered, from time to time promptly at the request of the Lender, all such instruments and documents as in the reasonable opinion of the Lender are necessary to effectuate the provisions of this Agreement and the other Related Documents.

Section 6.4. Inspection of Property, Books and Record . The City shall keep adequ ate records and books of account in accordance with GAAP, in which complete entries will be made, reflecting all financial transactions of the Enterprise; and at any reasonable time and from time to time upon reasonable notice thereof, permit the Lender or any agents or representatives thereof, at the expense of the Lender, to examine and make copies of and abstracts from the records and books of account of, and to the extent permitted by applicable law, visit the properties of, the Enterprise and to discuss the affairs, finances and accounts of the Enterprise with any of the City’s officers, trustees and (with notice to the City) independent auditors (and by this provision, the City authorizes said auditors to discuss with the Lender or its representatives the affairs, finances and accounts of the Enterprise).

Section 6.5. Waiver of Immunity. The City agrees, to the fullest extent permitted by law, not to assert or claim the defense of immunity (whether sovereign, governmental or on other similar grounds) from (i) any action, suit or other proceeding arising under or relating to this Agreement or any other Related Document, (ii) relief by way of injunction, order for specific performance or writ of mandamus or (iii) execution or enforcement of any judgment to which it or its revenues might otherwise be entitled in any such action, suit or other proceeding, and the City hereby irrevocably waives, to the fullest extent permitted by applicable law, with respe ct to itself and the Adjusted Net Revenues (irrespective of their use or intended use), all such immunity.

Section 6.6. Compliance with Laws; Compliance with Agreements . The City covenants that it will comply with the requirements of (a) all applicable laws of any Governmental Authority having jurisdiction over the City and any Enterprise Property, including, without limitation, the Bond Law, all Environmental Laws and ERISA , and (b) all investment policy guidelines of the City; in each case, the non-compliance with which would have a Material Adverse Effect, unless the same is being contested in good faith and by appropriate proceedings and such contest shall operate to stay the Material Adverse Effect of any such non -compliance. The City will observe and perform all of its obligations under this Agreement and the 2026 Bond and all of its material obligations under the Indenture.

Section 6.7. Disclosure to Transferees and Participants. The City shall permit the Lender to disclose any information received by the Lender in connection herewith including, without

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limitation, the financial information described in Section 6.1(a) hereof, to any Lender Transferee, Non-Lender Transferee or participant.

Section 6.8. Incorporation of Covenants . The City agrees that it will, for the benefit of the Lender, comply with, abide by, and be restricted by all the agreements, covenants, obligations and undertakings contained in the provisions of the Related Documents, regardless of whether any indebtedness is now or hereafter remains outstanding thereunder, together with the related definitions, exhibits and ancillary provisions, all of which are incorporated herein by reference, mutatis mutandis, and made a part hereof to the same extent and with the same force and effect as if the same had been herein set forth in their entirety, and no termination, amendment, modification or waiver to any of the foregoing shall in any manner constitute a termination, amendment, modification or waiver of the provisions thereof as incorporated herein unless consented to in writing by the Lender.

Section 6.9. Maintenance of Tax-Exempt Status of the 2026 Bond. The City shall not take any action or omit to take any action which, if taken or omi tted, would adversely affect the exclusion of interest on the 2026 Bond from gross income for purposes of federal income taxation or the exemption of such interest from California income taxes.

Section 6.10. Insurance Requirements . The City shall insure the properties of the Enterprise against loss or damage and shall maintain general liability insurance coverage against such risks and in such amounts as is customarily maintained by entities similar ly situated and operating like properties and businesses to that of the Enterprise by insurance companies believed by the City to be responsible (as determined in its reasonable discretion). Notwithstanding the foregoing, the City may provide self -insurance in order to provide for the coverage described in the immediately preceding sentence. The City shall upon request of the Lender furnish a certificate setting forth in summary form the nature and extent of the insurance maintained pursuant to this Section 6.10.

Section 6.11. Rates and Charges. The City shall fix, prescribe and collect rates, fees and charges in connection with the services and facilities furnished by the Enterprise so as to yield Revenues, in each Fiscal Year, sufficient so that Adjusted Net Revenues for such Fiscal Year shall be at least equal to 1.0 times the amount of Debt Service for such year on all Electric Revenue Bonds, Parity Debt, the Loan s and all other Secured Debt secured b y and/or payable from all or any portion of the Adjusted Net Revenues. For purposes of determining compliance with this Section 6.11 or Section 6.12, Adjusted Net Revenues shall include the amounts on deposit in the Rate Stabilization Fund (as such term is defined in the Indenture) and the definition of “Debt Service” shall be applicable to debt service on such other Secured Debt secured by and/or payable from all or any portion of the Adjusted Net Revenues. For the purpose of the covenants set forth in this Section 6.11, the definition of “Debt Service” set forth herein shall be also applicable to all other Secured Debt secured by and/or payable from all or any portion of the Adjusted Net Revenues (other than the Electric Revenue Bonds, Parity Debt and the Loans).

Section 6.12. Liens . Except for the parity Lien on the Adjusted Net Revenues created by the Indenture, the City will not hereafter create or suffer to exist any Lien on the Adjusted Net Revenues on a basis that is senior to the Lien created pursuant to this Agreement or the Indenture.

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The City will not create or suffer to exist any Lien over any Enterprise Property which could reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing, in the event a Lien attaches after the Closing Date (i) to the Adjusted Net Revenues or (ii) to Enterprise Property and which if not removed could reasonably be expected to have a Material Adverse Effect, in either case the City shall take al l reasonable action necessary to remove such Lien as soon as practicable. For avoidance of doubt, the Lender acknowledges that nothing herein is intended to preclude the future issuance by the City of additional Electric Revenue Bonds and Parity Debt in a ccordance with the terms of the Indenture or the ability of the City to incur Operating Expenses as defined in the Indenture.

Section 6.13. Maintenance of Existence. The City will preserve and maintain its existence as a municipal corporation and chartered city under the Constitution and laws of the State and will maintain exclusive control over the direction and operation of the Enterprise and the Enterprise Property and will not permit the Enterprise to merge or consolidate with or into any other Person or acquire substantially all of the assets of any other Person unless (i) the City continues to maintain exclusive control over the direction and operation of the En terprise and the Enterprise Property, (ii) no Default or Event of Default has occurred and is continuing or would result from such merger, consolidation or acquisition and (iii) such merger, consolidation or acquisition could not reasonably be expected to result in a Material Adverse Effect.

Section 6.14. Use of Proceeds; Federal Reserve Regulations . The City covenants that it will not knowingly, directly or indirectly, use the proceeds of the Loans to fund any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions. No proceeds from moneys received hereunder shall be used by the City to purchase Margin Stock in violation of Regulation U, as amended, promulgated by the Board of Governors of the Federal Reserve System.

Section 6.15. Accounting Changes. The City shall not change its method of accounting or the times of commencement or termination of Fiscal Years or other accounting periods without first disclosing in writing such change to the Lender. For avoidance of doubt, the Lender’s consent is not required prior to the City changing its meth od of accounting, times of commencement or termination of Fiscal Years or other accounting periods.

Section 6.16. Maintenance of Enterprise Property. The City shall maintain, preserve and keep all of its Enterprise Property in good repair, working order and condition (ordinary wear and tear excepted) and will, from time to time, make all needful and proper repairs, renewals, replacements, and additions and betterments thereto so that at all times the efficiency thereof shall be full preserved and maintained; provided, however, that nothing herein shall preclude the City from selling, transferring or disposing of portions of the Enterprise Property which have become nonoperative, worn out, obsolete or are otherwise not needed for the efficient and proper operation of the Enterprise. The City shall not change in any fundamental manner the use to which the Enterprise Property is currently made.

Section 6.17. Hedging Instruments. Without the prior written consent of the Lender, the City will not enter into any Hedging Instrument relating to Debt (a) wherein any termination payments thereunder are senior to or on parity with the payment of the Loans or the other

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Obligations or (b) which requires the Lender to post cash collateral to secure its obligations thereunder.

Section 6.18. Underlying Rating . The City shall at all times maintain a rating on its long-term unenhanced Electric Revenue Bonds and Parity Debt from at least one (1) Rating Agency. The City covenants and agrees that it shall not at any time withdraw any long -term unenhanced rating on Electric Revenue Bonds or Parity Debt of the City from any of Fitch, Moody’s or S&P if the effect of such withdrawal would be to cure a Default or an Event of Default under this Agreement or reduce the Applicable Spread.

Section 6.19. Use of Lender’s Name. Except as may be required by law (including, but limited to, federal and state securities laws), the City shall not use the Lender’s name in any published materials (other than the City’s staff reports, annual statements, audited financial statements, and rating agency presentations) without the prior written consent of the Lender.

Section 6.20. Disclosure to Participants and Transferees. The City shall permit the Lender to disclose the financial information received by it pursuant to this Agreement to each participant of the Lender or transferee or assignee p ursuant to Section 8.11 hereof, subject to confidentiality restrictions and use restrictions customary for financial institutions.

Section 6.21. Related Documents. The City shall not modify, amend or consent to any modification, amendment , termination, replacement or waiver in any material respect of any Related Document without the prior written consent of the Lender. Notwithstanding the preceding sentence, the City may enter into supplements to the Indenture without the prior written consent of the Bank for any of the purposes set forth in 8.01(B) of the Indenture so long as such supplements could not reasonably be expected to result in a Material Adverse Effect.

Section 6.22. Sanctions; Anti-Corruption Use of Proceeds. The City will not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint ven ture partner, or other person, (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of the FCPA or any other applicable anti -corruption law; or (b) (i) to fund any activities or business of or with any person, or in any country or territory, that, is the subject or target of Sanctions, or (ii) in any other manner that would result in a violation of Sanctions by any person (including, without limitation, any person in connection with the Loans, whether as an agent, arranger, lender, issuing bank, underwriter, advisor, investor, or otherwise).

Section 6.23. Preferential Repayment. The City shal l not permit any Person party to any agreement, including, without limitation, any credit facility provider or liquidity provider, which provides credit enhancement or liquidity support to any Electric Revenue Bonds or Parity Debt, or any holder of any Ele ctric Revenue Bonds or Parity Debt, to have the right under any indenture, supplemental indenture or other agreement, in each case relating to any Electric Revenue Bonds or Parity Debt, to cause the acceleration, tender, redemption or repayment (including by term-out or shortened amortization) of such Electric Revenue Bonds or Parity Debt, as applicable, on a basis that is shorter than or more favorable than the basis that the Bank is entitled to receive payment hereunder.

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Section 6.24. Defeasance. Notwithstanding anything in the Indenture to the contrary, the City shall not defease, or permit the defeasance of, the 2026 Bond without the prior written consent of the Lender, such consent not to be unreasonably withheld.

ARTICLE VII. DEFAULTS.

Section 7.1. Events of Default and Remedies. The occurrence and continuance of one or more of the following events shall constitute an event of default hereunder (“Event of Default”):
(a) any written representation or warranty made by the City in this Agreement or in any other Related Document or in any certificate or statement delivered hereunder or thereunder shall prove to have been incorrect or untrue in any material respect when made or deemed to have been made or delivered; or
(b) any Indenture Event of Default shall have occurred and be continuing beyond the applicable grace period or any “event of default” shall have occurred and be continuing under any other Related Document beyond the applicable grace period; or (c) the City fails to pay, or cause to be paid, when due (i) any Loans or any interest thereon, (ii) any principal of or interest on the 2026 Bond for any reason or (iii) any other Obligation (other than as set forth in clauses (i) and (ii) of this paragraph (c)) owed to the Lender hereunder and such failure shall continue unremedied for a period of five (5) Business Days; or
(d) default in the due observance or performance by the City of any covenant set forth in Section 6.1(c), 6.5, 6.8, 6.11, 6.12, 6.13, 6.14, 6.18, 6.21, 6.22 or 6.24 hereof; or
(e) default in the due observance or performance by the City of any other term, covenant or agreement set forth in (or incorporated by reference in) this Agreement (other than those referred to in Section 7.1 hereof) and such default shall remain unremedied for a period of sixty (60) days after the date on which th e Lender has given the City notice thereof; provided that so long as the City has provided the Bank with a written plan for curing or correcting such default and the City shall be proceeding with due diligence to remedy any default in the due performance o r observance of such covenants which, if begun and prosecuted with due diligence, cannot be completed within a period of sixty (60) days, but can be cured, then such 60 day period shall be extended if necessary to enable the City to begin and complete the remedying of such default through the exercise of due diligence, but in no event shall such period extend more than ninety (90) days after the occurrence of such default;
(f) (i) a court or other Governmental Authority with jurisdiction to rule on the validity of any Related Document to which the City is a party shall find, announce, rule or otherwise determine that (A) such Related Document is invalid and is not a binding agreement of the City; or (B) any provision of such Related Document relating to (I) the security for the 2026 Bond or the Obligations, (II) the City’s ability to pay the Obligations

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or perform its obligations thereunder or (III) the rights and remedies of the Lender, in any such case is invalid and is not a binding agreement of the City; (ii) the City shall contest the validity or enforceability of, or shall deny or disaffirm its obligations under, (A) any Related Document to which the City is a party or (B) any provision of any Related Document relating to (I) the security for the 2026 Bond or the Obligations, (II) the City’s ability to pay the Obligations or perform its obligations thereunder or (III) the rights and remedies of the Lender; or (iii) the City shall seek an adjudication that (A) any Related Document to which the City is a party or (B) any provision of any Related Document relating to (I) the security for the 2026 Bond or the Obligations, (II) the City’s ability to pay the Obligations or perform its obligations thereunder or (III) the rights and remedies of the Lender, in any such case is not valid and binding on the City; or (g) (i) any Related Document to which the City is a party, (ii) any provision of any Related Document relating to (A) the security for the 2026 Bond or the Obligations, (B) the City’s ability to p ay the Obligations or perform its obligations thereunder or (C) the rights and remedies of the Lender or (iii) any other provision of any Related Document to which the City is a party that directly protects the Lender or any other material provision of this Agreement or any other Related Document , in any such case , shall cease for any reason to be in full force or effect or valid and binding on the City or the validity or enforceability thereof shall be contested by the City or the City shall repudiate its obligations thereunder; or
(h) one or more judgments, decrees, orders, writ or writs or warrant or warrants of attachment, or any similar process or processes, in excess of $15,000,000 payable from revenues of the Enterprise shall have been rendered again st the City, which judgments, decrees or orders are not covered by insurance (or, if ostensibly covered by insurance, for which coverage has been denied or disputed by the applicable insurance carrier or carriers), and either (i) enforcement proceedings shall have commenced by any creditor or creditors upon any such uninsured (whether by lack o f coverage, denied coverage or disputed coverage) judgments, decrees or orders in excess of $ 15,000,000 or (ii) there shall be a period of sixty (60) days or more dur ing which either a stay of enforcement of such judgments, decrees or orders, by reason of a pending appeal or otherwise, shall not be in effect or such judgments, decrees or orders shall not be fully bonded, dismissed, discharged, satisfied or vacated; or
(i) (i) a debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed or declared on the repayment when due and payable of the principal of or interest on any obligation secured by or payable from all or any portion of the Revenues or Adjusted Net Revenues; (ii) under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors, the City seeks to have an order for relief entered with respect to it or seeking to a djudicate it insolvent or bankrupt or seeking reorganization, arrangement, adjustment, marshalling of assets, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts; (iii) the City seeks appointment of a receiver, trustee, custodian or other similar official for itself or for any substantial part of the Enterprise, or the City shall make a general assignment for the benefit of its creditors; (iv) there shall be commenced against

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the City any case, proceeding or oth er action of a nature referred to in clause (ii) or (iii) above and the same shall remain undismissed; (v) there shall be commenced against the City any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or s imilar process against all or any substantial part of the Enterprise Property which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal, within sixty (60) days from the entry thereof; (vi) the City takes action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), (iii), (iv) or (v) above; (vii) the City shall become insolvent or shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due, (viii) the City shall make an assignment for the benefit of creditors; or
(j) any of the Rating Agencies shall have downgraded its long -term unenhanced rating of any Electric Revenue Bonds or Parity Debt to below “Baa3” (or its equivalent), in the case of Moody’s, “BBB-” (or its equivalent), in the case of Fitch, or “BBB-” (or its equivalent), in the case of S&P, or suspended or withdrawn its rating of the same; or
(k) the rate setting authority of the City shall be limited in any way that precludes the City from fixing, charging or collecting rates and charges for the use and services of the Enterprise in an amount sufficient to pay its debts as they become due; or (l) the City shall (i) default in any payment of any Indebtedness (other than the 2026 Bond and the Obligations) secured by or payable from all or any portion of the Adjusted Net Revenues on parity basis with the Loans or the 2026 Bond (including, without limitation, Parity Debt and the Electric Revenue Bonds) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance by the City of any a greement or condition relating to any Indebtedness (other than the 2026 Bond and the Obligations) secured by or payable from all or any portion of the Adjusted Net Revenues on parity basis with the Loans or the 2026 Bond (including, without limitation, Par ity Debt and the Electric Revenue Bonds) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to per mit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; or
(m) the City shall (i) default in any payment of any Indebtedness secured by or payable from all or any portion of the Adjusted Net Revenues on a subordinate basis to the Loans or the 2026 Bond aggregating in excess of $15,000,000 beyond the period of grace, if a ny, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance by the City of any agreement or condition relating to any Indebtedness (other than the 2026 Bond and the Obligations) secured by or payable from all or any portion of the Adjusted Net Revenues on a subordinate basis to the Loans or the 2026 Bond aggregating in excess of $15,000,000 or

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contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined withou t regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; or
(n) the City consolidates or merges with or into any entity or sells, leases or otherwise transfers all or any portion of the assets of the E nterprise to any other entity, in each case to the extent that such action could reasonably be expected to result in a Material Adverse Effect; or
(o) any “event of default” as defined in any loan, credit, liquidity, purchase or other similar agreement be tween the City and the Lender or any Affiliate of the Lender which is not cured within any applicable cure period shall occur.

Section 7.2. Remedies. Upon the occurrence of any Event of Default, the Lender may exercise any one or more of the following rights and remedies in addition to any other remedies herein or by law provided:
(a) by notice to the City, declare all Obligations to be, and such amounts shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the City; provided that upon the occurrence of an Event of Default under Section 7.1(i) hereof, such acceleration shall automatically occur without any noti ce (unless such automatic acceleration is waived by the Lender in writing);
(b) give notice of the occurrence of any Event of Default to the Trustee directing the Trustee to cause a mandatory redemption of the 2026 Bond pursuant to the terms of the Indenture;
(c) by notice to the City terminate the Commitment and the obligation of the Lender to make Advances or extend any further credit hereunder on the date (which may be the date thereof) stated in such notice; provided, however, that the obligatio n of the Lender to make Advances or extend any further credit hereunder shall automatically and without notice terminate upon the occurrence of and Event of Default under Section 7.1(i) hereof without any notice to the City or any other act by the Lender; (d) pursue and exercise, or cause to be exercised, any and all rights and remedies as it may have under the Related Documents and as otherwise available at law and at equity; or
(e) pursue any other action available at law or in equity may appear necessary or desirable to collect the amounts due and payable under the Related Documents or to enforce performance or observance of any obligation, agreement or covenant of the City under the Related Documents, whether for specific performance of any agreement o r

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covenant of the City or in aid of the execution of any power granted to the Bank in the Related Documents.

Section 7.3. Nature of Remedies. All rights and remedies granted the Lender hereunder and under the Related Documents, or otherwise available at law or in equity, shall be deemed concurrent and cumulative, and not alternative remedies, and the Lender may proceed with any number of remedies at the same time until all Obligations are satisfied in full. The exercise of any one right or remedy shall not be deemed a waiver or release of any other right or remedy, and the Lender, upon or at any time after the occurrence of an Event of Default, may proceed against the City, at any time, under any agreement, with any available remedy and in any order.

Section 7.4. Set-Off. In addition to all other rights, options and remedies granted or available to the Lender under this Agreement or the Related Documents (each o f which is also then exercisable by the Lender), upon or at any time after the occurrence and during the continuance of an Event of Default, Lender (and any participant) shall have and be deemed to have, without notice to the City, the immediate right of s et-off against any bank account of the City with the Lender, or of City with any other subsidiary of the Lender or Lender Affiliate or any participant and may apply the funds or amount thus set -off against any of the City’s Obligations hereunder.

If any ba nk account of the City with the Lender or with any Lender Affiliate or any participant is attached or otherwise liened or levied upon by any third party, the Lender (and such participant) shall have and be deemed to have, without notice to the City, the im mediate right of set-off and may apply the funds or amount thus set -off against any of the City’s Obligations hereunder.

ARTICLE VIII. MISCELLANEOUS.

Section 8.1. Governing Law; Jurisdiction; Etc.
(a) GOVERNING LAW. THIS AGREEMENT, AND ALL MATTERS ARISING OUT OF OR RELATING

TO THIS AGREEMENT, AND ALL RELATED DOCUMENTS AND DOCUMENTS, SHALL BE GOVERNED B Y AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. THE PROVISIONS

OF THIS AGREEMENT AND ALL OTHER AGREEMENTS AND DOCUMENTS REFERRED TO HEREIN ARE TO

BE DEEMED SEVERABLE, AND THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION SHALL NOT AFFECT OR IMPAIR THE REMAINING PROVISIONS WHICH SHALL CONTINUE IN FULL FORCE AND EFFECT. (b) SUBMISSION TO JURISDICTION. EACH OF THE PARTIES H ERETO IRREVOCABLY AN D

UNCONDITIONALLY SUBM ITS, FOR ITSELF AND ITS PROPERTY, TO THE EXTENT PERMI TTED BY

APPLICABLE LAW THE N ONEXCLUSIVE JURISDIC TION OF ANY STATE OR FEDERAL COURT OF TH E

STATE OF CALIFORNIA, IN ANY ACTION OR PR OCEEDING A RISING OUT OF OR REL ATING TO THIS

AGREEMENT OR ANY OTHER RELATED DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY

JUDGMENT, AND EACH OF THE PAR TIES HERETO IRREVOCA BLY AND UNCONDITIONA LLY AGREES

THAT ALL CLAIMS IN R ESPECT OF ANY SUCH A CTION OR PROCEEDING MAY BE HEARD AND

DETERMINED IN SUCH CALIFORNIA STATE COURT OR , TO THE FULLEST EXTE NT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COU RT OF THE STATE OF CALIFORNIA. EACH OF THE PARTIES

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HERETO AGREES THAT A FINAL JUDGMENT IN A NY SUCH ACTION OR PR OCEEDING SH ALL BE

CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDE D BY LAW . NOTHING IN THIS AGREEMENT OR IN ANY O THER RELATED

DOCUMENT SHALL AFFECT ANY RI GHT THAT EITHER PARTY MAY OTHERWISE H AVE TO BRING AN Y

ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHE R RELATED DOCUMENT AGAINST THE ANY OTHER PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Section 8.2. Integrated Agreement. The other Related Documents, all related agreements, and this Agreement shall be construed as integrated and complementary of each other, and as augmenting and not restricting the Lender’s rights and remedies. If, after applying the foregoing, an inconsistency still exists the provisions of this Agreement shall constitute an amendment thereto and shall control.

Section 8.3. Waiver. No omission or delay by the Lender in exercising any right or power under this Agreement or any related agreements and documents will impair such right or power or be construed to be a waiver of any Default, or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to the City no waiver will be valid unless in writing and signed by the Lender and then only to the extent specified.

Section 8.4. Indemnity. (a) The City agrees (to the extent permitted by law) to indemnify and hold harmless the Lender and each Lender Affiliate and their respective officers, employees and agents (each such Person being called an “Indemnitee”), of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and reasonable costs and expenses (including, without limitation, reasonable legal fees) resulting from (i) the execution or delivery of this Agreement, any other Related Document or any agreem ent or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Lender (and any sub-agent thereof) only, the administration of this Agreement and the other Related Documents, (ii) the making of the Loans or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the City, or any Environmental Liability related in any way to the City, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the City and regardless of whether any Indemnitee is a party thereto, (v) acts or conduct of the City under, pursuant or related to this Agreement and the other Related Documents, (vi) the City’s breach or violation of any representation, warranty, covenant or undertaking contained in this Agreement or th e other Related Documents, (vii) the City’s failure to comply with any Law (including without limitation Environmental Laws, etc.), and (viii) any claim by any other creditor of the City against Lender or its Affiliates arising out of any transaction wheth er hereunder or in any way related to the Related Documents and all reasonable costs, expenses, fines, penalties or other damages resulting therefrom ; provided that the City shall not be required to indemnify an Indemnitee for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by the willful misconduct or gross negligence of such Indemnitee as determined by a court of competent jurisdiction in a final non-appealable judgment.

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(b) To the fullest extent permitted by applicable law, the City shall not assert, and hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Related Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the making of Advances or t he use of the proceeds thereof. No Indemnitee referred to in subsection (a) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemni tee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Related Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. (c) This indemnification shall survive payment of the Obligations, and/or any termination, release or discharge executed by the Lender in favor of the City.

Section 8.5. Time. Whenever the City shall be required to make any payment, or perform any act, on a day which is not a Business Day, such payment may be made, or such act may be performed, on the next succeeding Business Day. If the date for any payment of principal is extended by operatio n of law or otherwise, interest thereon shall be payable for such extended time. Time is of the essence in the City’s performance under all provisions of this Agreement and all related agreements and documents.

Section 8.6. Expenses of the Lender. The City will pay upon demand of the Lender all reasonable costs, fees and expenses of the Lender in connection with (i) the analysis, negotiation, preparation, execution, administration, delivery and term ination of this Agreement, and other Related Documents and the documents and instruments referred to herein and therein, and any amendment, amendment and restatement, supplement, waiver or consent relating hereto or thereto, whether or not any such amendment, amendment and restatement, supplement, waiver or consent is executed or becomes effective, search costs, the reasonable fees, expenses and disbursements of counsel for the Lender, any fees or expenses incurred by the Lender under Section 6.4 hereof for which the City is obligated thereunder, and reasonable charges of any expert consultant to the Lender, (ii) the enforcement of the Lender’s rights hereunder, or the collection of any payments owing from, the City under this Agreement and/or the other Related Documents or the protection, preservation or defense of the rights of Lender hereunder and under the other Related Documents, and (iii) any refinancing or restructuring of the credit arrangements provided under this Agreement and other Related Documents in the nature of a “work -out” or of any insolvency or bankruptcy proceedings, or otherwise (including the reasonable fees and disbursements of counsel for the Lender and, with respect to clauses (ii) and (iii), reasonable allocated costs of internal coun sel) (collectively, the “Expenses”). For avoidance of doubt, the fees payable to counsel to the Lender incurred in connection with the execution and delivery of this Agreement shall be subject to the limit set forth in Section 2.2 of the Fee Agreement.

Section 8.7. Brokerage. This transaction was brought about and entered into by the Lender and the City acting as principals and without any brokers, agents or finders being the

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effective procuring cause hereof. The City represents that it has not committed the Lender to the payment of any brokerage fee, commission or charge in connection with this transaction. If any such claim is made on the Lender by any broker, finder or agent or other person, the City hereby indemnifies, defends and saves such party harmless against such claim and further will defend, with counsel satisfactory to the Lender, any action or actions to recover on such claim, at the City’s own cost and expense, including such party’s reasonable c ounsel fees. The City further agrees that until any such claim or demand is adjudicated in such party’s favor, the amount demanded shall be deemed an Obligation of the City under this Agreement.

Section 8.8. Notices. (a) Any notices or consents required or permitted by this Agreement shall be in writing and shall be deemed given if delivered in person to the person listed below or if sent by telecopy or by nationally recognized overnight courier, as follows, unles s such address is changed by written notice hereunder:

If to Lender to: TD Public Finance, LLC
One Vanderbilt Avenue, 14th Fl
New York, NY 10017
Attention: [_________]
Telephone: [_________]
Email: [_________]
With copies to: Chapman and Cutler LLP
320 South Canal Street
Chicago, Illinois 60606
Attention: David Field
Email: [email protected]
If to City to: City of Santa Clara
Finance Department
1500 Warburton Avenue
Santa Clara, California 95050
Attention: Kenn Lee, Director of Finance
Telephone: 408-615-2344
Email: [email protected]
With copies to: City of Santa Clara
Finance Department
1500 Warburton Avenue
Santa Clara, California 95050
Attention: Jensen Barna, Principal Financial Analyst
Telephone: 408-615-2346
Email: [email protected]
(b) Any notice sent by the Lender, or the City by any of the above methods shall be deemed to be given when so received. Notices received after 5:00 PM (Eastern Time), shall be deemed to be received the following Business Day.

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(c) The Lender shall be ful ly entitled to rely upon any telecopy transmission or other writing purported to be sent by any Authorized City Representative as being genuine and authorized.

Section 8.9. Headings. The headings of any paragraph or Section of this Agreement are for convenience only and shall not be used to interpret any provision of this Agreement.

Section 8.10. Survival. All warranties, representations, and covenants made by the City herein, or in any agreement referred to herein or on any certificate, document or other instrument delivered by it or on its behalf under this Agreement, shall be considered to have been relied upon by the Lender, and shall survive the making of the Loans, regardless of any investigation made by the Lender or on its behalf. All statements in any such certificate or other instrument prepared and/or delivered for the benefit of the Lender shall constitute warranties and representations by the City hereunder. Except as otherwise expressly provided herein, all covenants made by the City hereunder or under any other agreement or instrument shall be deemed continuing until all Obligations are satisfied in full. All indemnification obligations under this Agreement, including under Section 8.4 hereof, shall survive the termination of this Agreement and payment of the Obligations.

Section 8.11. Successors and Assigns . (a) Successors and Assigns Generally . This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. The City may not transfer, assign or delegate any of its rights, duties or obligations hereunder. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby any legal or equitable right, remedy or claim under or by reason of this Agreement. The Lender may, in its sole discretion and in accordance with applicable Law, from time to time assign, sell or transfer in whole or in part, this Agreement, its interest in the 2026 Bond and the Related Documents in accordance with the provisions of paragraph (b) or (c) of this Section. The Lender may at any time and from time to time enter into participation agreements in accordance with the provisions of paragraph (d) of this Section. The Lender may at any time pledge or assign a security interest subject to the restrictions of paragraph (e) of this Section. (b) Sales and Transfers by Bondholder to a Lender Transferee. Without limitation of the foregoing generality, the Lender may at any time sell or otherwise transfer to one or more transferees all or a portio n of the Loans and the 2026 Bond to a Person that is (i) an Affiliate or (ii) a trust or other custodial arrangement established by the Lender or an Affiliate, the owners of any beneficial interest in which are limited to “qualified institutional buyers” a s defined in Rule 144A promulgated under the 1933 Act, or “accredited investors” as defined in Rule 501 of Regulation D under the 1933 Act (each, a “Lender Transferee”). From and after the date of such sale or transfer, the Lender (and its successors) shall continue to have all of the rights of the Lender hereunder and under the other Related Documents as if no such transfer or sale had occurred; provided, however, that (A) no such sale or transfer referred to in clause (b)(i) or (b)(ii) hereof shall in any way affect the obligations of the Lender hereunder, (B) the City shall be required to deal only with the Lender with respect to any matters under this Agreement and (C) in the case of a sale or transfer referred to in clause (b)(i) or (b)(ii) hereof, onl y the Lender shall be entitled to enforce the provisions of this Agreement against the City.

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(c) Sales and Transfers by Bondholder to a Non-Lender Transferee. Without limitation of the foregoing generality, the Lender may at any time sell or otherwise tr ansfer to one or more transferees which are not Lender Transferees but each of which constitutes a “qualified institutional buyer” as defined in Rule 144A promulgated under the 1933 Act or an “accredited investor” as defined in Rule 501 of Regulation D und er the 1933 Act (each a “Non-Lender Transferee”) all or a portion of the Loans and the 2026 Bond if written notice of such sale or transfer, including that such sale or transfer is to a Non-Lender Transferee, together with addresses and related information with respect to the Non -Lender Transferee, shall have been given to the City and the Lender by such Non- Lender Transferee.
(d) Certain Pledges. The Bank may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of the Bank, including any pledge or assignment to secure obligations to a Federal Reserve Bank or the United States Treasury or to any state or local governmental entity or with respect to public deposits ; provided that no such pledge or assignment shall release the Lender from any of its obligations hereunder or substitute any such pledgee or assignee for the Lender as a party hereto.

Section 8.12. Counterparts. The parties acknowledge and agree that this document and any related documents, and any amendments or waivers hereto or thereto, may be executed and delivered by facsimile, electronic copies in portable document format (“PDF”) or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by combination of such means or by any digital or electronic signature process or program, and that any signature so delivered shall be treated as and have the same force and effect as an original signature, and copies of the same may be used and introduced as evidence at any legal proceedings including, without limitation, trials and arbitrations, relating to or arising under this document.

Notwithstanding the foregoing, the Lender may, in its sole and exclusive discretion, also require delivery of this document and any related documents, and any amendments or waivers hereto or thereto, with an original signature for its records and two or more duplicate originals o f this Agreement may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument.

Section 8.13. Modification; Amendment . No modification or amendment hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed by the City and the Lender; provided that this Section 8.13 shall not be applicable to any modification or amendment pursuant to Section 2.13 (Effect of Benchmark Transition Event) of this Agreement and the City acknowledges that any modification or amendment pursuant to Sections 2.13 of this Agreement shall be effective upon notice by the Lender without execution by the City.

Section 8.14. Signatories. Each individual signatory hereto represents and warrants that they are duly authorized to execute this Agreement on behalf of his principal and that they execute the Agreement in such capacity and not as a party.

Section 8.15. Third Parties. No rights are intended to be created hereunder, or under any related agreements or documents for the benefit of any t hird party done, creditor or incidental beneficiary of the City. Nothing contained in this Agreement shall be construed as a delegation to

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the Lender of the City’s duty of performance, including, without limitation, the City’s duties under any account or contract with any other Person.

Section 8.16. USA PATRIOT Act. The Lender hereby notifies the City that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the City, which information includes the name and address of the City and other information that will allow the Lender to identify the City in accordance with the Patriot Act. The City shall, promptly following a request by the Lender, provide all documentation and other information that the Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

Section 8.17. EMMA Postings. In the event the City files with EMMA, this Agreement, any Related Documents or any description of the material terms thereof or notice of any agreement to covenants, events of default, remedies, priority rights or other similar terms, either voluntarily or as required pursuant a continuing disclosure agreement or Rule 15c2-12 promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Rule”) (each such posting, an “EMMA Posting”), the City shall (i) provide the Lender with a copy of each EMMA Posting prior to submitting or posting on EMMA and (ii) shall not file or permit the filing of any EMMA Posting that includes confidential information. The City acknowledges and agrees that although the Lender may request review, edits or redactions o f such materials prior to filing, the Lender is not responsible for the City’s or any other entity’s (including, but not limited to, any broker-dealer’s) compliance or noncompliance (or any claims, losses or liabilities arising therefrom) with any continuing disclosure agreement or any applicable securities or other laws, including, but not limited to, those relating to the Rule
Section 8.18. Additional Documentation. The City shall execute and/or re-execute, and cause any other Person party to any Related Document, to execute and/or re-execute and to deliver to the Lender or the Lender’s counsel, as may be deemed appropriate, any document or instrument signed in connection with this Agreement which was incorrectly drafted and/or signed, as well as any document or instrument which should have been signed at or prior to the Closing Date, but which was not so signed and delivered. The City agrees to comply with any written request by the Lender within ten (10) days after receipt by the City of such request.

Section 8.19. No Advisory or Fiduciary Relationship . In connection with all aspects of each transaction contemp lated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Related Document), the City acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) the services regarding this Agreement provided by the Lender and any Affiliate thereof are arm’s -length commercial transactions between the City, on the one hand, and the Lender and its Affiliates, on the other hand, (ii) the City has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the City is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Related Documents; (b) (i) the Lender and its Affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for the City or any other Person and (ii) neither the Lender nor any of its respective Affiliates has any obligation to the City with respect to the transactions

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contemplated hereby except those obligations expressly set forth herein and in the other Related Documents; and (c) the Lender and its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the City, and neither the Lender nor any of its Affiliates has any obligation to disclose any of such interests to the City. To the fullest exten t permitted by law, the City hereby waives and releases any claims that it may have against the Lender or any of its Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated hereby.

Section 8.20. Waiver of Jury Trial. (a) TO THE FULL EXTENT PERMITTED BY LAW, THE CITY

AND THE LENDER EACH WAIVE THE IR RESPECTIVE RIGHTS TO A TRIAL BY JURY FOR ANY CLAIM OR

CAUSE OF ACTION BASE D UPON OR ARISING OU T OF OR RELATED TO T HIS AGREEMENT, ANY OF THE OTHER RELATED DOCUMENTS OR THE TRANSACTION S CONTEMPLATED HEREB Y OR THEREBY. THE

CITY AND THE LENDER FURTHER AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRI AL WITHOUT JURY . WITHOUT LIMITING THE FOREGOING, TO THE EXTENT

PERMITTED BY LAW , THE PARTIES FURTHER AGREE THAT THEIR RE SPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION 8.20 AS TO ANY ACTION, COUNTERCLAIM OR OTHER

PROCEEDING WHICH SEE KS, IN WHOLE OR IN PART , TO CHALLENGE THE VA LIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND/OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY

TO ANY SUBSE QUENT AMENDMENTS , RENEWALS, SUPPLEMENTS OR MODI FICATIONS TO THIS AGREEMENT.
(b) IF ANY ACTION OR PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA BY

OR AGAINST ANY PARTY HERETO IN CONNECTION WITH ANY OF THE TRANSACTIONS CONTEMPLATED

BY THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT, AND IF AND TO THE E XTENT THAT THE

FOREGOING WAIVER OF THE RIGHT TO A JURY TRIAL IS UNENFORCEABLE FOR ANY REASON IN SUCH

FORUM, EACH OF THE PARTIES HERETO HEREBY CONSE NTS TO THE ADJUDICAT ION OF ALL CLAIMS

PURSUANT TO JUD ICIAL REFERENCE AS P ROVIDED IN CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638 AND THE COURT SHALL, AND IS HEREBY DIREC TED TO, MAKE A GENERAL REFE RENCE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638 TO A REFEREE (WHO SHALL BE

A SINGLE ACTIVE OR RETIRED JUDGE) TO HEAR AND DETERMINE ALL OF THE ISSUES IN SUCH ACTION

OR PROCEEDING (WHETHER OF FACT OR O F LAW ) AND TO REPORT A STA TEMENT OF DECISION ,

PROVIDED THAT AT THE OPTION OF ANY PARTY TO SUCH PROCEEDING, ANY SUCH ISSUES PERTAINING TO A “PROVISIONAL REMEDY” AS DEFINED IN CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1281.8 SHALL BE HEARD AND DETERMINED BY THE CO URT. EACH OF THE PARTIES H ERETO

REPRESENTS THAT EACH HAS REVIEWED THIS W AIVER AND CONSENT AN D EACH KNOWINGLY AND

VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS AND CONSENTS TO JUDICIAL REFERENCE FOLLOWING CONSULTATION WITH LEGAL COUNSEL ON SUCH MATTERS. IN THE EVENT OF LITIGATION, A COPY OF

THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT OR TO JUDICIAL REFERENCE UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638 AS PROVIDED HEREIN. (c) The covenants and waivers made pursuant to this Section 8.20 shall be irrevocable and unmodifiable, whether in writing or orally.

Section 8.21. Acknowledgement Regarding Any Supported QFCs . To the extent that the Related Documents provide support, through a guarantee or otherwise, for any Hedging Instrument or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each

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such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Related Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York or of the United States or any other state of the United States):
(a) In the event a Covered Entity that is party to a Suppor ted QFC (each, a “Covered Party” ) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes sub ject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Related Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercise d to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Related Documents were governed by the laws of the United States or a state of the United States.
(b) As used in this Section, the following terms have the following meanings:
“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. “Covered Entity” means any of the following:
(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b)
(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

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“QFC” has the meaning assig ned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

Section 8.22. Treatment of Certain Information; Confidentiality Each party hereto agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self -regulatory authority ), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies her eunder or under any other Related Document or any action or proceeding relating to this Agreement or any other Related Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same a s those of this Section, to (i) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, deriva tive or other transaction under which payments are to be made by reference to the City and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the City or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the City or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Lender or any of its Affiliates on a nonconfidential basis from a source other than the City. For p urposes of this Section, “Information” means all information received from the City relating to the City or its business other than any such information that is available to the Lender on a nonconfidential basis prior to disclosure by the Bank, provided that, in the case of information received from the Bank after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

[SIGNATURES TO FOLLOW ON SEPARATE PAGE]

(Signature Page to Revolving Credit and Security Agreement) WITNESS the due execution of this Agreement as a document under seal as of the date first written above.

CITY OF SANTA CLARA, CALIFORNIA,
a chartered California municipal corporation

APPROVED AS TO FORM:

[________], [City Manager]

[__________], [City Attorney]

ATTEST:

[___________], [[Assistant] City Clerk]

TD PUBLIC FINANCE, LLC
By: ____________________________________
Name: ______________________________
Title: _______________________________

EXHIBIT A

AUTHORIZED CITY REPRESENTATIVE CERTIFICATE
Dated June 1, 2026
Re: Revolving Credit Agreement dated as of June 1, 2026, by and between City of Santa Clara, California
and TD Public Finance, LLC

Ladies and Gentlemen:

Reference is made to the Revolving Credit Agreement, dated as of June 1, 2026 (the “Credit Agreement”), by and between the City of Santa Clara, California (the “City”) and TD Public Finance, LLC, as Lender (the “Lender”). All capitalized terms used herein have the same meaning herein as such terms are defined in the Credit Agreement. Listed below are the names, titles and genuine signatures of the Authorized City Representatives of the City who are authorized to submit and execute Advance Requests and Notices of Exten sion/Conversion under the Credit Agreement:

TITLE NAME SIGNATURE
_____________
_____________
_____________
_____________
The Lender shall be entitled to conclusively presume that the persons listed above continue to be authorized to act on behalf of the City until otherwise notified in writing by an officer of the City.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

Dated as of the date first above written.

CITY OF SANTA CLARA, CALIFORNIA, a chartered
California municipal corporation
By: ____________________________________
Name: ______________________________
Title: _______________________________

EXHIBIT B

COMPLIANCE CERTIFICATE
Financial Statement Date: ___________, ____
To: TD Public Finance, LLC, as Lender
One Vanderbilt Avenue, 14th Fl
New York, New York 10017
Attention: [____________]
Telephone: [____________]
Email: [____________]
Ladies and Gentlemen:

Reference is hereby made to that certain Revolving Credit Agreement dated as of June 1, 2026 (the “Agreement”), by and between the City of Santa Clara, California (the “City”), and TD Public Finance, LLC, as lender (the “Lender”). Unless otherwise defined herein, the terms used in this Certificate shall have the meanings assigned thereto in the Agreement.

The undersigned Authorized City Representative hereby certifies as of the date hereof that he/she is the _____________________________ of City, and that, as such, he/she is authorized to execute and deliver this Certificate to the Lender, on the behalf of the City, and that:

1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.05(a) of the Agreement for the fiscal year of the City ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made or has caused to be made under his/her supervision, a review of the transactions and condition (financial or otherwise) of the City during the accounting period covered by the attached financial statements.

3. A review of the activities of the City during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the City performed and observed all its Obligations under the Related Documents, and [select one:]
[to the best knowledge of the undersigned during such fiscal period, the City performed and observed each covenant and condition of the Related Documents applicable to it, and no Default or Event of Default has occurred and is continuing.] --or--
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[the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status:]

4. The representations and warranties of the City contained in Article V of the Agreement are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Certificate, the representations and warranties contained in Section 5.6 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 6.5 of the Agreement, including the statements in connection with which this Certificate is delivered.

5. Attached are true and accurate calculations demonstrating compliance with the financial covenant(s) set forth in Section 6. 11 of the Agreement for the periods specified in such attachment.

Delivery of an executed counterpart of a signature page of this Certificate by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Certificate.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of _____________, _____.

CITY OF SANTA CLARA, CALIFORNIA
By: ___________________________________
Name: ______________________________
Title: _______________________________

EXHIBIT C

FORM OF REVOLVING CREDIT ADVANCE REQUEST
City of Santa Clara
Finance Department
1500 Warburton Avenue
Santa Clara, California 95050
Attention: [Director of Finance]
Telephone: [____________]
Email: [________]
(the “City”)
TD Public Finance, LLC
One Vanderbilt Avenue, 14th Fl
New York, New York 10017
Attention: [____________]
Telephone: [____________]
Email: [____________]
(the “Lender”)
The City hereby requests an Advance in the amount of $___________ pursuant to Section 2.2 of that certain Revolving Credit Agreement by and between the City and the Lender dated June 1, 2026 (as amended, restated or otherwise modified from time to time, the “Agreement”). [The City hereby requests that such Advance be a (select one) [Base Rate Loan or SOFR Loan].] [If a SOFR Loan, the Interest Period for such Advance is ____]. The proposed date of the Advance is ___________.

The City hereby represents and warrant to the Lender as follows:
(a) There exists no Default or Event of Default under the Agreement. (b) All representations, warranties and covenants made in the Agreement are true and correct as of the date hereof.
(c) The aggregate principal amount of all Advances outstanding hereunder are $_____.
[(d) The number of SOFR L oans after giving effect to this Advance are ____ (cannot exceed___).]

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CITY OF SANTA CLARA, CALIFORNIA
By: ____________________________________
Name: ______________________________
Title: _______________________________
Date: ___________________, 20__

EXHIBIT “D”

FORM OF NOTICE OF EXTENSION/CONVERSION
Dated as of: ______________
TD Public Finance, LLC
One Vanderbilt Avenue, 14th Fl
New York, New York 10017
Attention: [____________]
Telephone: [____________]
Email: [____________]
Ladies and Gentlemen:

This irrevocable Notice of Conversion/Continuation (the “Notice”) is delivered to y ou under Section 2.5 of the Revolving Credit Agreement dated as of _____________, 2026 (as amended, restated or otherwise modified from time to time, the “Agreement”), by and between the City of Santa Clara, California (the “City”) and TD Public Finance, LLC, as lender (the “Lender”).

1. This Notice is submitted for the purpose of:
(Check one and complete applicable information in accordance with the Agreement.) Converting all or a portion of a Base Rate Loan into a SOFR Loan (a) The aggregate outstanding principal balance of such Loan is $__________.
(b) The principal amount of such Loan to be converted is $___________.
(c) The requested effective date of the conversion of su ch Loan is _________.
(d) The requested Interest Period applicable to the converted Loan is ______.

Converting a portion of SOFR Loan into a Base Rate Loan (a) The aggregate out standing principal balance of such Loan is $__________.
(b) The last day of the current Interest Period for such Loan is ___________.
□
□

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(c) The principal amount of such Loan to be converted is $____________.
(d) The requested effective date of the convers ion of such Loan is _________.

Continuing all or a portion of a SOFR Loan as a SOFR Loan (a) The aggregate outstanding principal balance of such SOFR Loan is $__________.
(b) The last day of the current Interest Period for such Loan is ____________.
(c) The principal amount of such SOFR Loan to be continued is $_____________.
(d) The requested effective date of the continuation of such SOFR Loan is ________.
(e) The requested Interest Period applicable to the continued SO FR Loan is ______.

2. All of the conditions applicable to the conversion or continuation of the Loan requested herein as set forth in the Agreement have been satisfied or waived as of the date hereof and will remain satisfied or waived to the date of such Loan.

3. No Default or Event of Default Exists

4. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Agreement.

□

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IN WITNESS WHEREOF, the undersigned, on behalf of the City, has executed this Notice of Conversion/Continuation this ____ day of __________, 20___.

CITY OF SANTA CLARA, CALIFORNIA
By: ____________________________________
Name: ______________________________
Title: _______________________________

CHAPMAN DRAFT DATED APRIL 14, 2026
@BCL@C0165A19
10003759

FEE AGREEMENT
This Fee Agreement is dated as of June [1], 2026 (as amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, the “Fee Agreement”) and is between CITY OF SANTA CLARA, CALIFORNIA (the “City”), and TD PUBLIC FINANCE LLC, and its successors and assigns (the “Lender”). Reference is hereby made to that certain Revolving Credit Agreement dated as of June 1, 2026 (as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the “Agreement”), between the City and the Lender. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.

The purpose of this Fee Agreement is to confirm the agreement between the Lender and the City with respect to the Unused Fees, the Applicable Spread and certain other fees payable to the Lender. This Fee Agreement is the Fee Agreement referenced in the Agreement and the terms of this Fee Agreement are incorporated by reference into the Agreement. This Fee Agreement and the Agreement are to be construed as one agreement between the City and the Lender, and all obligations hereunder are to be construed as obligations thereunder. All references to amounts due and payable under the Agreement will be deemed to include all amounts, fees, and expenses payable under this Fee Agreement.

ARTICLE I
FEES
Section 1.1. Unused Fees. The City agrees to pay to the Lend er on September 1, 2026, for the period commencing on the Closing Date, and ending on August 31, 2026, and in arrears on the first Business Day of each December, March, June and September occurring thereafter to and including the Termination Date, and on the Termination Date, a non-refundable commitment fee (the “Unutilized Fee”) with respect to the Unutilized Commitment for each day in the related fee period, in an amount equal to the product of the rate per annum (the “ Unutilized Fee Rate”) corresponding to the Rating (as defined below) set forth in the applicable Level in the pricing matrix set forth in this Section 1.1 below for each such day in the related fee period and the Unutilized Commitment for each such day in the related fee period:

LEVEL FITCH RATING

MOODY’S

RATING S&P RATING

UNUTILIZED FEE
RATE
Level 1 A+ or above A1 or above A+ or above 0.20%
Level 2 A A2 A 0.22%
Level 3 A- A3 A- 0.24%
Level 4 BBB+ Baa1 BBB+ 0.26%
Level 5 BBB Baa2 BBB 0.28%
Level 6 BBB- Baa3 BBB- 0.30%

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Level 7 Below BBB- Below Baa3 Below BBB- Event of Default The term “Rating” as used above shall mean the lowest long-term unenhanced rating assigned to the long-term unenhanced Electric Revenue Bonds or Parity Debt of the City (without regard to any form of credit enhancement) by Moody’s, Fitch or S&P, as applicable. In the event of a split rating (i.e., one of the foregoing Rating Agencies’ rating is at a different level than the rating of the other Rating Agencies), the Unutilized Fee Rate shall be based upon t he Level in which the lowest Rating appears (for the avoidance of doubt, Level 7 is the Level with the lowest Ratings and Level 1 is the Level with the highest Ratings for purposes of the pricing matrix set forth in this Section 1.1). In the event that a Rating is withdrawn, suspended or otherwise unavailable from S&P, Moody’s or Fitch (in each case, to the extent then providing a Rating) or is reduced below “BBB-” (or its equivalent) by S&P, “BBB -” (or its equivalent) by Fitch or “Baa 3” (or its equivalent) by Moody’s or upon the occurrence and during the continuation of any other Event of Default (whether or not the Lender declares an Event of Default in connection therewith) , the Unutilized Fee Rate shall be increased immediately and w ithout notice by four percent (4.00%) per annum over the Unutilized Fee Rate otherwise in effect (or the Unutilized Fee Rate which was most recently in effect if Ratings have been withdrawn, suspended or otherwise unavailable from each of S&P, Moody’s and Fitch). All such increases shall be cumulative. Any change in the Unutilized Fee Rate resulting from an Event of Default or change, withdrawal, suspension or unavailability of a Rating shall be and become effective as of and on the date of the Event of Default or the announcement of the change, withdrawal, suspension or unavailability of such Rating, as applicable. References to Ratings are to the rating categories as presently determined by Moody’s, S&P and Fitch, and in the event of the adoption of any new or changed rating system or a “global” rating scale by any such Rating Agency, the rating categories shall be adjusted accordingly to a new rating which most closely approximates the requirements as set forth herein.

The City acknowledges that as of the date hereof the Unutilized Fee Rate is that specified above for Level 1 of the pricing matrix set forth in this Section 1.1. Unutilized Fees shall be computed on a basis of a year of 360 days and the actual number of days elapsed.

The term “Unutilized Commitment” means the Commitment then in effect minus the aggregate principal amount of all Loans then outstanding under the Agreement.

Section 1.2. Amendment Fee. The City also hereby agrees to pay to the Lender on the date of each amendment , modification, or supplement of the Agreement or any amendment, modification, or supplement to any other Related Document which requires the waiver or consent of the Lender, an amendment, modification, supplement, waiver or consent fee, as applicable, in an amount equal to $2,500 (or such other amount as agreed to by the City and the Lender) , plus the reasonable fees of any legal counsel retained by the Lender in connection therewith.

Section 1.3. Applicable Spread. For purposes of the Agreement, “Applicable Spread” means the rate per annum associated with the Level corresponding to the Rating, specified in the pricing matrix set forth in this Section 1.3.

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LEVEL FITCH RATING
MOODY’S

RATING S&P RATING

APPLICABLE
SPREAD
Level 1 A+ or above A1 or above A+ or above 0.80%
Level 2 A A2 A 0.85%
Level 3 A- A3 A- 0.95%
Level 4 BBB+ Baa1 BBB+ 1.05%
Level 5 BBB Baa2 BBB 1.15%
Level 6 BBB- Baa3 BBB- 1.25%
Level 7 Below BBB- Below Baa3 Below BBB- Default Rate
The term “Rating” as used in this Section 1.3 shall have the meaning set forth in Section 1.1 hereof. In the event of a split rating (i.e., one of the foregoing Rating Agencies’ rating is at a different level than the rating of the other Rating Agencies), the Applicable Spread shall be based upon the Level in which the lowest Rating appears (for the avoidance of doubt, Level 7 is the Level with the lowest Ratings and Level 1 is the Level with the highest Ratings for purposes of the pricing matrix set forth in this Section 1.3). In the event that a Rating is withdrawn, suspended or otherwise unavailable from S&P, Moody’s or Fitch or is reduced below “BBB-” (or its equivalent) by S&P, “BBB-” (or its equivalent) by Fitch or “Baa3” (or its equivalent) by Moody’s or upon the occurrence and during the continuation of any other Event of Default (whether or not the Lender declares an Event of Default in connection therewith), all amounts owing to the Lender under the Agreement and amounts owing on Loans and all other Obligations shall bear interest at the Default Rate. All such increases shall be cumulative. Any change in the Applicable Spread resulting from an Event of Default or change, withdrawal, suspension or unavailability of a Rating shall be and become effective as of and on the date of the Event of Default or the announcement of the change, withdrawal, suspension or unavailability of such Rating, as applicable. References to Ratings are to the rating categories as presently determined by Moody’s, S&P and Fitch, and in the event of the adoption of any new or changed rating system or a “global” rating scale by any such Rating Agency, the rating categories shall be adjusted accordingly to a new rating which most closely approximates the requirements as set forth herein. The City acknowledges that as of the date hereof the Applicable Spread is that specified above for Level 1 of the pricing matrix set forth in this Section 1.3.

ARTICLE II

MISCELLANEOUS
Section 2.1. Amendments. No amendment to this Fee Agreement shall become effe ctive without the prior written consent of the City and the Lender.

Section 2.2. Out-of-Pocket Expenses; Administration. (a) The City shall pay to the Lender promptly upon receipt of invoice any and all reasonable fees and expenses of the Lender in conne ction with the preparation, execution, and delivery of the Agreement and this Fee Agreement (including the out-of-pocket expenses of the Lender and the reasonable fees of counsel

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to the Lender, plus disbursements of counsel, to the Lender). The fees of counsel to the Lender (in an amount not to exceed $60,000) shall be paid by the City directly to Chapman and Cutler LLP within thirty (30) days following the Closing Date, in accordance with the instructions provided by Chapman and Cutler LLP. The City agrees that all payments to the Lender referred to in this Fee Agreement shall be made in immediately available funds. (b) The City further agrees to pay all of the Lender’s reasonable out-of-pocket expenses (including, without limitation, reasonable fees and disbursements of counsel for the Lender) arising in connection with the administration and enforcement of, preservation of rights in connection with a workout, restructuring or default under, or amendment, waiver or consent with respect to, the Agreement, this Fee Agreement and the other Related Documents.

Section 2.3. Governing Law; Venue. THIS FEE AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA. THIS FEE AGREEMENT IS EXPRESSL Y SUBJECT TO THE PROVISIONS OF SECTIONS 8.1 AND 8.21 OF THE AGREEMENT, WHICH PROVISIONS ARE INCORPORATED HEREIN AND MADE APPLICABLE HERETO BY THIS REFERENCE.

Section 2.4. Counterparts. This Fee Agreement may be executed in multiple counterparts, each of which shall constitute an original but both or all of which, when taken together, shall constitute but one instrument. This Fee Agreement may be delivered by the exchange of signed signature pages by facsimile transmission or by e -mail with a pdf copy attached, and any printed or copied version of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page.

Section 2.5. Severability. Any provision of this Fee Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or non -authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provisi on in any other jurisdiction.

Section 2.6 Representation by Legal Counsel; Joint Preparation. The parties hereto have participated jointly in the negotiation and drafting of this Fee Agreement, and each of the parties was represented by its respective le gal counsel during the negotiation and execution of this Fee Agreement. In the event an ambiguity or question of intent or interpretation arises, this Fee Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Fee Agreement.

Section 2.7. No Disclosure. Unless required by law, the City shall not deliver or permit, authorize or consent to the delivery o f this Fee Agreement to any Person or for posting on the Electronic Municipal Market Access website as provided by the Municipal Securities Rulemaking Board unless the Lender provides its prior written consent. [SIGNATURE PAGE TO FOLLOW]

Signature Page to Fee Agreement
IN WITNESS WHEREOF, the parties hereto have caused this Fee Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.

CITY OF SANTA CLARA, CALIFORNIA,
a chartered California municipal corporation

APPROVED AS TO FORM:

[________], [City Manager]

[__________], [City Attorney]

ATTEST:

[___________], [[Assistant] City Clerk]

TD PUBLIC FINANCE, LLC
By: ____________________________________
Name: ______________________________
Title: _______________________________

Stradling Draft May 5, 2026

4924-5708-8156/200891-0004

FIFTH SUPPLEMENTAL ELECTRIC

REVENUE BOND INDENTURE
between

CITY OF SANTA CLARA

SANTA CLARA COUNTY, CALIFORNIA
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
Dated as of June 1, 2026

(Supplemental to the Amended and Restated Electric Revenue Bond Indenture dated as of March 1, 2011)

i
4924-5708-8156/200891-0004

TABLE OF CONTENTS
Page
ARTICLE XV SERIES 2026 BOND ............................................................................................... 2 Section 15.01. Definitions ................................................................................................................ 2 Section 15.02. Findings and Determinations ................................................................................... 3 Section 15.03. Authorization of Series 2026 Bond .......................................................................... 3 Section 15.04. Form of Series 2026 Bonds ...................................................................................... 5 Section 15.05. Issuance of Series 2026 Bond .................................................................................. 5 Section 15.06. Redemption of Series 2026 Bond............................................................................. 5 Section 15.07. Transfer of the Series 2026 Bond ............................................................................. 6 Section 15.08. Payment of Advances ............................................................................................... 6 Section 15.09. Notices ...................................................................................................................... 7 Section 15.10. Parties Interested Herein .......................................................................................... 7 Section 15.11. Severability .............................................................................................................. 7 Section 15.12. Governing Law ......................................................................................................... 8 Section 15.13. Terms of Series 2026 Bond Subject to the Indenture ............................................... 8 Section 15.14. Effective Date of Fifth Supplement ......................................................................... 8 Section 15.15. Execution in Counterparts ........................................................................................ 8

EXHIBIT A - Form of Series 2026 Bond ................................................................................... A-1

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4924-5708-8156/200891-0004
Fifth Supplemental Electric Revenue Bond Indenture
(Supplemental to the Amended and Restated Electric Revenue Bond Indenture dated as of March 1, 2011)
Authorizing the Issuance of Up To
$350,000,000 Aggregate Outstanding Principal Amount of
City of Santa Clara, California
Revolving Credit Facility
Electric Revenue Bonds, Series 2026

This FIFTH SUPPLEMENTAL ELECTRIC REVENUE BOND INDENTURE, dated as of June 1, 2026 (this “ Fifth Supplement ”), between the CITY OF SANTA CLARA (the “City”), a municipal corporation and chartered city duly organized and existing under the Constitution and laws of the State of California, and THE BANK OF NEW YORK MELLON TRUST COMP ANY, N.A., as trustee (the “Trustee”),
W I T N E S S E T H :

WHEREAS, this Fifth Supplement is supplemental to the Amended and Restated Electric Revenue Bond Indenture, dated as of March 1, 2011 (as amended, restated or otherwise modified from time to time, the “Indenture”), between the City and the Trustee, providing for the issuance of City of Santa Clara, California Electric Revenue Bonds (the “Bonds”); and WHEREAS, the Indenture provides that the City may issue Bonds from time to time as authorized by a supplemental indenture; and
WHEREAS, Section 1321 of the City’s Charter authorizes the City to issue revenue bonds for the purpose of financing the generation, production, transmission and distribution of electric energy; and
WHEREAS, on May 8, 1984, the City Council adopted its Resolution No. 4796, entitled “A Resolution of the City Council of the City of Santa Clara Establishing Procedures for the Authorization, Issuance and Sale of Electric Utility Revenue Bonds,” as amended by Resolution No. 4804, adopted by the City Council on May 29, 1984, and as amended by Resolution No. 7313, adopted by the City Council on April 25, 2006, and on April 30, 1985, the City Council adopted its Resolution No. 4934, entitled “A Resolution of the City Council of the City o f Santa Clara Establishing Procedures for the Authorization, Issuance and Sale of Refunding Electric Utility Revenue Bonds,” as amended by Resolution No. 4966 of the City Council adopted on July 9, 1985, supplemented by Resolution No. 4967 of the City Coun cil adopted on July 9, 1985, and amended by Resolution No. 7314 of the City Council adopted on April 25, 2006 (collectively, the “Procedural Resolution”); and WHEREAS, the City Council has determined that it is in the best interests of the City to enter into a Revolving Credit Agreement (the “Credit Agreement” as further defined herein) with TD Public Finance, LLC, as lender (the “Lender”), for the purpose of borrowing moneys to make capital expenditures relating to the City’s Electric Utility; and for the indebtedness created under the Credit Agreement (and obligations created under the related Fee Agreement, dated ____, 2026, by and between the City and the Lender) to be evidenced by an electric revenue bond (the “Series 2026 Bond” as further defined herein) to be issued by the City and delivered to the Lender; and

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WHEREAS, the City Council has determined that it is necessary and required that the City enter into this Fifth Supplement in order to establish and declare, in conjunction with the Indenture, the terms and conditions upon which the Series 2026 Bond shall be issued and secured and to secure the payment of the principal thereof and premium (if any) and interest thereon; and WHEREAS, the City Council has determined that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and the enter ing into of this Fifth Supplement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Fifth Supplement; NOW, THEREFORE, the parties hereto agree, as follows:

ARTICLE XV

SERIES 2026 BOND
Section 15.01. Definitions. The terms defined in this Section shall, for all purposes of this Fifth Supplement and of any certificate, opinion or other document herein mentioned, have the meanings herein specified, to be equally applicable to both the singular and plural forms of any of the terms herein defined. Terms defined in the Indenture not otherwise defined in this Fifth Supplement shall have the meanings specified therein.
“Advance(s)” has the meaning given to such term in the Credit Agreement. “Authorized City Representative” means the City Manager, the Director of Finance of the City or the Utility Director for Silicon Valley Power of the City or any designee of any of the foregoing duly authorized to perform the act in question and shall also include any other person designated by an Authorized City Representative and who has been identified in a Authorized City Representative Certificate delivered to the Lender prior to or during the term of the Credit Agreement, and whose signature has likewise been certified to the Lender.
“Availability Period” has the meaning given to such term in the Credit Agreement. “Base Rate” has the meaning given to such term in the Credit Agreement. “Base Rate Loan” has the meaning given to such term in the Credit Agreement. “Business Day” when used in reference to the Series 2026 Bonds, has the meaning ascribed to such term in the Credit Agreement.
“Credit Agreement” means the Revolving Credit Agreement, dated as of ____, 2026, entered into between the City and the Lender, as amended, restated, modified and supplemented from time to time.
“Credit Agreement Event of Default” means any event or circumstance specified in Section

7.1 of the Credit Agreement.
“Closing Date” means _____, 2026.

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“Default Rate” has the meaning given to such term in the Credit Agreement. “Interest Payment Date” has the meaning given to such term in the Credit Agreement. “Issuance Date” means the date of the initial delivery of and payment for the Series 2026 Bond.
“Loan” has the meaning given to such term in the Credit Agreement. “Lender” means TD Public Finance, LLC, together with its successors and assigns. “Maximum Rate” means, with respect to the Series 2026 Bonds, the Maximum Interest Rate specified in the Credit Agreement, but which in no event shall exceed the maximum rate allowed by law.
“Obligations” means all existing and future debts, liabilities and obligations of every kind or nature at any time owing by the City to the Lender, as further defined in the Credit Agreement. “Overadvance” has the meaning given to such term in the Credit Agreement. “SOFR Loan” has the meaning given to such term in the Credit Agreement. “Stated Maturity Date” means, with respect to the Series 2026 Bonds, May [30], 2031, as such date may be extended in accordance with Section 2.20 of the Credit Agreement. “Taxable Rate” has the meaning given to such term in the Credit Agreement. “Term SOFR Rate” has the meaning given to such term in the Credit Agreement. “Termination Date” has the meaning given to such term in the Credit Agreement. “Series 2026 Bond” means the Electric Revenue Bond, Series 2026 of the City evidencing the obligation of the City to repay the Loans and interest thereon.

Section 15.02. Findings and Determinations.
(A) The City hereby finds and determines that the principal of the Series 2026 Bond shall be treated as Excluded Principal Payments for purposes of the Indenture.

From and after the issuance of the Series 2026 Bond, the findings and determinations herein shall be conclusive evidence of the existence of the facts so found and determined in any action or proceeding in any court in which the validity of the Series 2026 Bond is at issue.

Section 15.03. Authorization of Series 2026 Bond.
(A) A Series of Bonds to be issued under the Indenture is hereby created. Such Series shall be known as the “City of Santa Clara, California Electric Revenue Bond, Series 2026” (herein referred to as the “Series 2026 Bond”). The Series 2026 Bond shall be issued in the maximum principal amount of $350,000,000 in accordance with the Bond Law and the Indenture for the purpose of providing moneys to make capital expenditures relating to the City’s Electric Utility. The principal amount of

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Series 2026 Bond at any time will be equal to the unpaid principal amount of all Loans disbursed by the Lender to the City (but in no event shall exceed $350,000,000 at any time) in accordance with the Credit Agreement. The Series 2026 Bond shall evidence the repayment obliga tion of the City with respect to the Loans made by the Lender under the Credit Agreement and all other Obligations (as defined in the Credit Agreement).
(B) On the Issuance Date, the Series 2026 Bond shall be issued in physical, definitive certificated form ( which may be typewritten), shall be initially issued registered in the name of the Lender, and shall be evidenced by one 2026 Bond certificate representing the total principal amount of the Series 2026 Bond. The Series 2026 Bond shall be dated the date of delivery thereof, shall be Bonds which are Current Interest Indebtedness. Each Series 2026 Bond may be assigned by the Trustee a distinctive number or letter and number, and a record of the same shall be maintained by the Trustee in the bond register. Registered ownership of the Series 2026 Bond, or any portion thereof, may not thereafter be transferred except as set forth in Section 15.07 hereof. (C) The Series 2026 Bonds shall mature and the Outstanding principal amount will be payable by or on behalf of the City on the Termination Date. The principal amount of the Series 2026 Bond is subject to adjustment in the event of prepayment by the City in part of the Loans under the Credit Agreement and redemption of portion of the Series 2026 Bond in accordance with Section 15.06. (D) Interest on the Series 2026 Bond shall be payable by or on behalf of the City on each Interest Payment Date until the principal sum of such Series 2026 Bond has been paid. The Series 2026 Bond shall bear interest at the rates and shall accrue interest in the manner and calculated as provided for the Loans made by the Lender to the City under the Revolving Credit Agreement as set forth below. (1) Interest Evidencing Base Rate Loans . With respect to a Loan made by the Lender that is a Base Rate Loan, the Series 2026 Bond shall bear interest on the corresponding outstanding principal amount of the Series 2026 Bond for each day during the relevant interest period at a rate per annum equal to the Base Rate, calculated on the basis of a 365 -day year and actual days elapsed and as otherwise as provided in the Credit Agreement. Interest shall accrue from the later of the Issue Date or the most recent Interest Payment Date to which interest on the Series 2026 Bond has been paid, and shall be payable in arrears on each Interest Payment Date until the earlier of the Stated Maturity Date or prior redemption or other repayment of the Series 2026 Bond, if any.
(2) Interest Evidencing SOFR Loans. With respect to a Loan made by the Lender that is a SOFR Loan, the Series 2026 Bond shall bear interest on the corresponding outstanding principal amount of the Series 2026 Bond for each day during the relevant interest period at a rate per annum equal to the Term SOFR Rate, calculated on the basis of a 360-day year and actual days elapsed and as otherwise as provided in the Credit Agreement. Interest shall accrue from the later of the Issue Date or the most recent Interest Payment Date to which interest on the Series 2026 Bond has been paid, and sha ll be payable in arrears on each Interest Payment Date until the earlier of the Stated Maturity Date or prior redemption or other repayment of the Series 2026 Bond, if any.
(3) Determination of Taxability . Only in the event of a Determination of Taxability, the Series 2026 Bonds shall bear interest at the Taxable Rate, calculated (i) in the case of a Base Rate Loan, on the basis of a 365-day year and actual days elapsed or (ii) in the case of a SOFR Loan, on the basis of a 360-day year and actual days elapsed, and as otherwise

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as provided in the Credit Agreement. Interest shall accrue from the date of the Determination of Taxability (such date for accrual of interest to be confirmed by the Lender to the City and the Trustee), and shall be payable in arrears on each Interest Payment Date until the earlier of the Stated Maturity Date or prior redemption or other repayment, if any. (4) Event of Default. Only upon the occurrence and during the continuance of an “Event of Default” as defined in the Credit Agreement, the Series 2026 Bond shall bear interest at the Default Rate, calculated (i) in the case of a Base Rate Loan, on the basis of a 365 -day year and actual days elapsed or (ii) in the case of a SOFR Loan, on the basis of a 360-day year and actual days elapsed, and as otherwise as provided in the Credit Agreement. (5) Maximum Rate. The interest rate on the Series 2026 Bond shall never exceed the Maximum Rate, subject to the terms and conditions of the Credit Agreement.

All payments of principal of and interest on the Se ries 2026 Bond made by the City shall extinguish the corresponding payment obligation of the City with respect to the Loans made by the Lender to the City under the Credit Agreement; provided, that for the avoidance of doubt, prior to the Termination Date, the Series 2026 Bond shall not be extinguished by paying principal payments so long as the Credit Agreement is in effect as any amounts paid as or credited against payments of the principal of the Obligations may be reincurred pursuant to the terms of the Credit Agreement.

Notwithstanding anything herein to the contrary, in the event that any payment on or with respect to any of the Obligations or the Series 2026 Bond shall have been made by or on behalf of the City and, by reason of bankruptcy or other ac t of insolvency, such payment shall be deemed to be a preferential payment, and the owner of the Series 2026 Bond shall be required by a court of competent jurisdiction to surrender such payment, then any credit on the Series 2026 Bond which may have been given as a result of such payment shall be rescinded, and the amount owing on such Series 2026 Bond shall be calculated as if such payment shall not have been made.

Section 15.04. Form of Series 2026 Bonds. The Series 2026 Bonds and the certificate of authentication and registration to be executed thereon shall be in substantially the form set forth as Exhibit A hereto. The Series 2026 Bond designation letters and numbers, maturity dates, principal amount and interest rates shall be inserted therein in conformity with Section 15.03 hereof.

Section 15.05. Issuance of Series 2026 Bond. At any time after the execution and delivery of this Fifth Supplement, the City may execute and the Trustee shall authenticate and deliver the Series 2026 Bond in the maximum aggregate outstanding principal amount of up to $350,000,000 upon the order of the City. Prior to or simultaneously with the delivery of the Series 2026 Bond, there shall be filed with the Trustee an Opinion of Bond Counsel to the effect th at the execution of this Fifth Supplement has been duly authorized, executed and delivered by the City in accordance with the Indenture, and the Series 2026 Bond when duly executed by the City and authenticated and delivered by the Trustee, will be valid and binding special limited obligations of the City.

Section 15.06. Redemption of Series 2026 Bond.
(A) The Series 2026 Bond shall be subject to redemption in whole or in part, upon ten (10) days’ prior notice (or such shorter period as approved by the Lender), at a redemption price equal to the principal amount thereof to be redeemed plus accrued interest t hereon to the date of redemption, together with any prepayment or redemption premium, if any, as provided by the terms of the Credit

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Agreement. The Series 2026 Bond shall be redeemed in an amount of any prepayment made by the City under Section 2.8 of the Credit Agreement without further notice. The City hereby directs that all amounts deposited in the Redemption Fund shall be used and withdrawn by the Trustee solely for the purpose of redeeming the Series 2026 Bond in the manner, at the times and upon th e terms and conditions specified in the Credit Agreement.
(B) The Series 2026 Bond shall be subject to mandatory redemption if the aggregate principal amount of the unpaid Advances at any time exceeds the Commitment in an amount equal to such Overadvance. Such redemption shall be required to occur immediately. (C) Any redemption of a portion of the Series 2026 Bond made by the City in accordance with the terms of the Credit Agreement and hereof shall extinguish the corresponding payment obligation of the City wi th respect to the Loans made by the Lender to the City under the Credit Agreement; provided, that for the avoidance of doubt, prior to the Termination Date, the Series 2026 Bond shall not be extinguished by paying principal payments so long as the Credit Agreement is in effect as any amounts paid as or credited against payments of the principal of the Obligations may be reincurred pursuant to the terms of the Credit Agreement.

Section 15.07. Transfer of the Series 2026 Bond.
(A) Subject the restrictions contained in paragr aphs (B) of this Section 15.07 and in the Credit Agreement, the ownership of the Series 2026 Bond may be transferred, upon the register required to be kept pursuant to the provisions of 2.07 of the Indenture, by the Lender or such person in whose name it is hereafter registered, in person or by his duly authorized attorney, upon the delivery of a written instrument of transfer, duly executed in a form acceptable to the Trustee. No transfer of Series 2026 Bond shall be effective until entered in the bond register. (B) In addition to any sale or transfer restrictions set forth in the Credit Agreement, the Series 2026 Bond may be sold or otherwise transferred in whole or in part, in authorized denominations of $250,000 or integral multiples of $5,000 in excess thereof, (i) without limitation (subject to Section 15.07(A) hereof) to (1) an Affiliate (as defined in the Credit Agreement) of the Bank or (2) a trust or custodial arrangement established by the Lender or an Affiliate of the Lender, each of the beneficia l owners of which are “qualified institutional buyers” as defined in Rule 144A promulgated under the Securities Act of 1933, as amended, or “accredited investors” as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended, and subject to such other limitations as are set forth in the related Loan Agreement; or (ii) to another purchaser (other than an Affiliate of the Bank or a trust or custodial arrangement as described above) only if written notice of such sale or transfer, together with addresses and related information with respect to such purchaser, is delivered to the City and the Trustee by such transferor and that each such purchaser shall constitute and be a “qualified institutional buyer” as defined in Rule 144A promulgated under the Securities Act of 1933, as amended, or an “accredited investor” as defined in Rule 501 of Regulation D under the 1933 Act .

The Series 2026 Bond shall contain a legend indicating that the transferability of such Series 2026 Bond is restricted as described herein.

Section 15.08. Payment of Advances. Advances shall be paid to the City pursuant to Section

2.2(b) of the Credit Agreement and the proceeds of such advances shall be held in the account of the City specified therein. Proceeds shall be applied by the City to finance capital expenditures of the Electric Utility and the City shall not be use the proceeds of such advances for any other purpose.

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Section 15.09. Notices. (a) Any notices or consents required or permitted by this Fifth Supplement shall be in writing and shall be deemed given if delivered in person t o the person listed below or if sent by telecopy or by nationally recognized overnight courier, as follows, unless such address is changed by written notice hereunder:

If to Lender to: TD Public Finance, LLC
One Vanderbilt Avenue, 14th Floor
New York, NY 10017
Attention: [_________]
Telephone: [_________]
Email: [_________]
If to City to: City of Santa Clara
Finance Department
1500 Warburton Avenue
Santa Clara, California 95050
Attention: Kenn Lee, Director of Finance
Telephone: 408-615-2344
Email: [email protected]
With copies to: Finance Department
1500 Warburton Avenue
Santa Clara, California 95050
Attention: Jensen Barna, Principal Financial Analyst
Telephone: 408-615-2346
Email: [email protected]
(b) Any notices required to given to the Trustee shall be given pursuant to Section 10.07 of the Indenture.
(c) Any notice sent by the Lender, or the City by any of the above methods shall be deemed to be given when so received.
(d) The Lender shall be fully entitled to rely upon any telecopy transmission or other writing purported to be sent by any Authorized City Representative as being genuine and authorized.

Section 15.10. Parties Interested Herein . Nothing in this Fifth Supplement expressed or implied is intended or shall be construed to confer upon, or to give or grant to, any person or entity, other than the City, the Trustee, the Lender and any other holder of the Series 2026 Bond, any right, remedy or claim under or by reason of this Fifth Supplement or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Fifth Supplement by and on behalf of the City shall be for the sole and exclusive benefit of the City, the Trustee, the Lender and any other holder of the Series 2026 Bond.

Section 15.11. Severability. If any provision of this Fifth Supplement shall be determined to be unenforceable, that shall not affect any other provision of this Fifth Supplement.

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Section 15.12. Governing Law. This Fifth Supplement shall be governed by and construed in accordance with the laws of the State of California.

Section 15.13. Terms of Series 2026 Bond Subject to the Indenture . Except as expressly provided in this Fifth Supplement, every term and condition contained in the Indenture shall apply to this Fifth Supplement and to the Series 2026 Bond with the same force and effect as if the same were herein set forth at length, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Fifth Supplement.

This Fifth Supplement and all the terms and provisions herein contained shall form part of the Indenture as fully and with the same effect as if all such terms and provisions had been set forth in the Indenture. The Indenture is hereby ratified and confirmed and shall continue in full force and effect in accordance with the terms and provisions thereof, as supplemented and amended hereby, subject to the next sentence.

Any Adjusted Net Revenues remaining in the Net Revenue Fund after the transfers described in Section 4.02(A) of the Indenture shall be held free and clear of the Indenture by the City unless an Event of Default under the Indenture has occurred, in which case, the terms of Section 6.02 of the Indenture shall control.

Section 15.14. Effective Date of Fifth Supplement. This Fifth Supplement shall take ef fect upon its execution and delivery.

Section 15.15. Execution in Counterparts. This Fifth Supplement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. This Fifth Supplement may be delivered by the exchange of signed signature pages by facsimile transmission or by attaching a PDF copy to an email, and any printed or copied version of any signature page so delivered will have the same force and effect as an originally sign ed version of such signature page.

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IN WITNESS WHEREOF, the parties hereto have executed this Fifth Supplement by their officers thereunto duly authorized as of the day and year first written above.

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

GLEN R. GOOGINS
City Attorney
ATTEST:

NORA PIMENTEL, MMC
Assistant City Clerk

JŌVAN D. GROGAN
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Facsimile: (408) 241-6771

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.

By
Authorized Officer

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EXHIBIT A
(FORM OF SERIES 2026 BOND)

THE TRANSFER OF THIS BOND IS RESTRICTED

AS SET FORTH IN THE HEREIN REFERENCED

FIFTH SUPPLEMENTAL INDENTURE

CITY OF SANTA CLARA, CALIFORNIA
ELECTRIC REVENUE BOND, SERIES 2026

Maturity Date Dated Date
Interest Rate
Per Annum
Termination Date _____, 2026 As Described Below
PRINCIPAL AMOUNT: UP TO $350,000,000
The CITY OF SANTA CLARA, a municipal corporation and chartered city duly organized and existing under the Constitution and the laws of the State of California (the “City”), for value received, hereby promises to pay (but only out of the Adjusted Net Revenues and funds under the Indenture and as otherwise hereinafter referred to) to TD PUBLIC FINANCE LLC (the “Lender”) or registered successors or assigns, (a) the principal sum of Three Hundred Fifty Million Dollars ($350,000,000) or, if less, the aggregate unpaid principal amount of all the Loans made by the Lender to the City from time to time pursuant to the Revolving Credit Agreement, dated as of ____, 2026 (together with any amendments, restatements, modifications or supplements thereto, the “Agreement”) between the City and the Lender, payable on the Termination Date, and at such other times as are specified in the Agreement and (b) interest on the unpaid principal amount of all Loans made by the Lender, from the date of each Loan until such principal amount is paid in full, at the per annum interest rate (not to exceed the Maximum Rate), and payable on the first Business Day of each month (and on such other dates as provided in the Agreement), together with all other Obligations under the Agreement, in each case, and at such times and calculated in such manner, all as are specified in the Agreement, in immediately available lawful money of the United States of America.

The Series 2026 Bond (and the Obligations it evidences and secures) is subject to prepayment, and amounts prepaid prior to the last day of the Availability Period may be reborrowed, all pursuant to the terms and under the conditions of the Agreement. Reference is made to the Agreement for provisions as to the prepayment hereof and for reborrowing. Reference is made to the Agreement for provisions as to the redemption of this Series 2026 Bond prior to its maturity and for provisions providing for additional interest and other amounts to be payable under certain circumstances. The City promises to make all other payments owed by it under the Agreement in accordance with the terms of the Agreement.

Interest on this Series 2026 Bond shall be payable by The Bank of New York Mellon Trust Company, N.A., as trustee (together with any successor as trustee und er the hereinafter mentioned Indenture, the “Trustee”) only to the registered Owner hereof in immediately available funds (by wire transfer or by deposit to an account of the Owner, according to the instructions given by such Owner

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to Trustee, or in the ev ent no such instructions have been given, by check mailed on the Interest Payment Date by first-class mail to the Owner at such Owner’s address as it appears as of the close of business on the last Business Day before the Interest Payment Date on the bond registration kept by the Trustee. The principal hereof (and premium, if any, due thereon) shall be paid on each due date therefor only to the registered Owner upon presentation and surrender of such Series 2026 Bond at the Corporate Trust Office of the Trustee; provided that so long as the Series 2026 Bond is held by a single Owner, principal installments made prior to the final maturity date will be noted by the Trustee in its official records but will not require the presentation and surrender of the Series 2026 Bonds.

The Lender agrees it will make notation on the schedule attached hereto on all Loans made by the Lender evidenced hereby and all principal payments, prepayments and redemption amounts paid by the City and of the date to which interest here on has been paid; provided however, that the failure to make any such notation shall not limit or otherwise affect the obligation of the City hereunder with respect to the payment of principal of and interest on this Series 2026 Bond.

This bond is one of a duly authorized issue of City of Santa Clara, California Electric Revenue Bonds (the “Bonds”) of the series and designation indicated on the face hereof, issued pursuant to an Amended and Restated Electric Revenue Bond Indenture, dated as of March 1, 2011, between the Trustee and the City, providing for the issuance of such Bonds. Said authorized issue of Bonds is not limited in aggregate principal amount, except as otherwise provided in said Amended and Restated Electric Revenue Bond Indenture, and cons ists or may consist of one or more series of varying denominations, dates, maturities, interest rates and other provisions, as in said Amended and Restated Electric Revenue Bond Indenture provided, all issued and to be issued pursuant to the provisions of the Bond Law (as defined in said Amended and Restated Electric Revenue Bond Indenture). This Bond is issued pursuant to such Amended and Restated Electric Revenue Bond Indenture, as supplemented and amended, including by the Fifth Supplemental Electric Revenue Bond Indenture, dated as of ____, 2026 (together with any amendments, restatements, modifications or supplements thereto, the “Fifth Supplement”), between the Trustee and the City, authorizing the issuance of the series of bonds of which this Bond is one, such series being referred to as the “Series 2026 Bond” (said Amended and Restated Electric Revenue Bond Indenture as supplemented and amended, including by the Fifth Supplement, and together with any further amendments, restatements, modifications or supplements thereto, being collectively referred to as the “Indenture”). Reference is hereby made to the Indenture and to the Bond Law for a description of the terms under which the Bonds are issued and to be issued, the provisions with regard to the nature and extent of the Adjusted Net Revenues (as that term is defined in the Indenture), and the rights of the registered owners of the Bonds; and all the terms of the Indenture and the Bond Law are hereby incorporated herein and constitute a contract betwee n the City and the registered owner from time to time of this Bond, and to all the provisions thereof the registered owner of this Bond, by its acceptance hereof, consents and agrees. Additional Bonds and other Parity Debt (as defined in the Indenture) may be issued, and indebtedness may be incurred, on a parity with the Bonds of this authorized issue, subject to the terms and conditions contained in the Indenture.

The Bonds (including this Series 2026 Bond) and the interest thereon (to the extent set forth in the Indenture), together with the Parity Debt heretofore or hereafter issued or incurred by the City, and the interest thereon, are payable from, and are secured by a charge and lien on, the Adjusted Net Revenues (as more particularly defined in the Indenture). All of the Bonds (including this Series 2026 Bonds) and Parity Debt are equally secured by a pledge of, and charge and lien upon, all of the Adjusted Net Revenues, and the Adjusted Net Revenues constitute a trust fund for the security and payment of the interest on and principal of the Bonds; but nevertheless out of Adjusted Net Revenues certain amounts may be applied for other purposes as provided in the Indenture.

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The Bonds are limited obligations of the City and are payable, both as to principal and interest, and as to any premiums upon the redemption thereof, out of the Adjusted Net Revenues and certain funds held under the Indenture. The general fund of the City is not liable, and the credit or taxing power of the City is not pledged, for the payment of the Bonds or the interest thereon. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the City or any of its income or receipts, except the Adjusted Net Revenues and said funds held under the Indenture. No registered owner of this Bond shall ever have the right to compel any exercise of the taxing power of the City to pay this Bond or the interest hereon.

Subject to the restrictions contained in the Fifth Supplement, this Bond may be transferred upon the register required to be kept by the Trustee pursuant to the Indenture by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of this Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form approved by the Trustee, subject to the limitations and upon payment of the charges provided in the Indenture. This Bond may be exchanged at the corporate trust office of the Trustee i n Los Angeles, California, or such other or additional office as may be designated by the Trustee, for a like aggregate principal amount of Bonds of other authorized denominations of the same series, tenor, maturity and interest rate but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture.

The City, the Trustee and any paying agent may deem and treat the registered owner hereof as the absolute owner hereof for all purposes, and the City, the Trustee and any paying agent shall not be affected by any notice to the contrary.

The rights and obligations of the City and of the registered owners of the Bonds may be modified or amended at any time in the manner, to the extent, and upon the terms provided in the Indenture, which provide, in certain circumstances, for modifications and amendments without the consent of or notice to the registered owners of the Bonds.

In the event of any conflict or inconsistency between the terms and provisions of this Series 2026 Bond and the terms and provisions of the Indenture, the terms and provisions of the Indenture shall control.

It is hereby certified and recited that any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the incurring of the indebtedness evidenced by this Bond, and in the issuing of this Bond, do exist, have happened and have been performed in due time, form and manner, as required by the Constitution and statutes of the State of California, and that this Bond, together with all other indebtedness of the City pertaining to the Adjusted Net Revenues, is within every debt and other limit prescribed by the Constitution and the statutes of the State of California, and is not in excess of the amount of Bonds pe rmitted to be issued under the Indenture or the Bond Law.

This Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been signed by t he Trustee.

Capitalized terms used but not defined herein shall have the meanings assigned to them in the Indenture or if not defined therein, in the Agreement.

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IN WITNESS WHEREOF, THE CITY OF SANTA CLARA has caused this Bond to be executed in its name and on its behalf by the Mayor of the City and countersigned by the Assistant City Clerk, and this Bond to be dated as of the _____ day of __________, 2026.

CITY OF SANTA CLARA
By:

Mayor

Attested:

By:

Nora Pimentel, MMC
Assistant City Clerk

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[FORM OF CERTIFICATE OF AUTHENTICATION
AND REGISTRATION]
This is one of the Bonds described in the within mentioned Indenture and registered on the date set forth below.

Dated: _________, 2026

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:

Authorized Signatory

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4924-5708-8156/200891-0004
[FORM OF ASSIGNMENT]
For value received ______________________________ hereby sell, assign and transfer unto ______________________________ the within Bond and hereby irrevocably constitute and appoint ____________________ attorney, to transfer the same on the books of the City at the office of the Trustee, with full power of substitution in the premises.

NOTE: The signature to this Assignment must
correspond with the name on the face of the
within registered bond in every particular,
without alteration or enlargement or any change
whatsoever.

Dated:

Signature Guaranteed by:

NOTE: Signature must be guaranteed by an
eligible guarantor institution.

A-7

4924-5708-8156/200891-0004
SCHEDULE FOR SERIES 2026 BOND
DATED __________, 2026 BY THE

CITY OF SANTA CLARA TO
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A

DATE OF
LOAN
AMOUNT

OF LOAN

MATURITY

OF LOAN

DATES OF

PRINCIPAL

PAYMENT BY
CITY

AMOUNT OF
CITY

PRINCIPAL

PAYMENT

DATE OF

TRANSFER TRANSFEREE

NAME AND

SIGNATURE

OF LENDER

OFFICER

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-507 Agenda Date: 7/7/2026

REPORT TO COUNCIL

SUBJECT
Public Hearing: Action to Waive First Reading and, Introduce an Ordinance Granting a Non-Exclusive Franchise to LS Power Grid California, LLC for the Power the South Bay and Power the Valley Connector Projects, and Adopt a Resolution Related to the Power the South Bay Project Environmental Impact Report.

BACKGROUND
Electric transmission line upgrades are essential for ensuring reliable and sufficient electricity supply for Santa Clara and the greater Bay Area. With electricity usage growing, the electrical grid requires increased capacity to help ensure reliable electric service. The California Independent System Operator (CAISO) is a non-profit operator that oversees the operation of California’s bulk electric power system, transmission lines, and electricity market generated and transmitted by its member utilities.

Power the South Bay Project
: In 2023, CAISO selected LS Power Grid California, LLC (LS Power) to develop, construct, and operate the Power the South Bay Project, which will install a 12-mile high- voltage electric transmission line that will connect the existing Pacific Gas and Electric (PG&E) Newark substation in Fremont, through San Jose, and to the existing Silicon Valley Power (SVP) owned Northern Receiving Station (NRS) substation in Santa Clara (Attachment 1). The Power the South Bay Project is designed as a 230 kilovolt (kV) alternating current (AC) transmission line and will be a combination of overhead and underground systems. In Santa Clara, the project will install an underground electric transmission line along Lafayette Street.

Power the Valley Connector Project
: In April 2026, CAISO selected LS Power to develop, construct, and operate the Power the Valley Connector Project, which will install a 7-mile high-voltage electric transmission line between the NRS Substation and PG&E’s San Jose B Substation near downtown San Jose (Attachment 2). The Power the Valley Connector Project is currently designed as a 230 kilovolt (kV) alternating current (AC) underground transmission system. In Santa Clara, the project is currently shown to be installed along Lafayette Street, Agnew Road, and Montague Expressway.

This alignment is preliminary and coordination with the Department of Public Works (DPW) and SVP has just begun.

Under Santa Clara City Code (SCCC) Chapter 5.20, a franchise grant, implemented through a franchise agreement approved by the City Council, is required to authorize LS Power to install, operate, and maintain transmission lines within the public right-of-way. Granting a franchise to LS Power would authorize the company to install and maintain transmission lines within the City for the Power the South Bay Project and Power the Valley Connector Project (LS Power Projects) and future projects, subject to the terms and conditions of any required encroachment permits.

City of Santa Clara Printed on 7/2/2026Page 1 of 4
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26-507 Agenda Date: 7/7/2026
Since spring 2023, DPW has been coordinating with LS Power and SVP on the future installation and alignment of the Power the South Bay Project’s proposed underground electric line and vaults within Lafayette Street. In April 2026, LS Power submitted an application to the City to grant LS Power a non-exclusive franchise to install, construct, maintain, and operate underground electric transmission lines in Santa Clara. They have already entered into non-exclusive franchise agreements with both the City of Fremont and City of San Jose. LS Power indicated their strong desire to begin construction of the Power the South Bay Project in July/August 2026 to have the system operational in June 2028 per CAISO’s deadline. For the Power the Valley Connector Project, a preliminary alignment has been identified and coordination with the City and SVP has just begun. CAISO’s deadline to complete the Power the Valley Connector Project is June 2030.

DISCUSSION
Procedure to Grant an Electric Franchise: Chapter 5.20 of the SCCC sets forth the procedures applicable for the granting of franchises, including electric franchises. A grant of franchise authorizes companies to use public property, such as streets, sidewalks, or public right-of-way to install and maintain facilities in order to provide specific services. To grant a non-exclusive franchise for the LS Power Projects and support their completion deadline schedules, the following steps are necessary on the dates listed:
· June 9, 2026
: Council adopted Resolution No. 26-9568 (Attachment 3) to set a public hearing on July 7, 2026 for the proposed non-exclusive franchise to LS Power. · July 7, 2026: Council to hold a public hearing on the proposed franchise to LS Power and introduce a proposed ordinance granting a franchise to LS Power. · July 14, 2026: Council to adopt an ordinance granting a franchise to LS Power. · August 13, 2026: Ordinance granting a non-exclusive franchise to LS Power takes effect (30 days after Council adopts the ordinance).

Proposed Franchise Terms: The proposed non-exclusive franchise with LS Power presented to the Council at the public hearing will include the following key terms:
· The City grants LS Power Grid California, LLC, a non-exclusive franchise to construct, operate, maintain, relocate and remove electric transmission facilities within City right-of-way. · Above-ground facilities are not authorized under the franchise and would require separate approval.
· LS Power will pay the City an annual fee of 2.3% of the Santa Clara portion of its gross revenue on an annual basis.
· The term of the franchise will be 10 years with automatic renewals for successive 10-year terms up to 40 years.
· Prior to construction of the LS Power Projects, LS Power will obtain Public Works encroachment permits to install their facilities in the public right-of-way. · If this franchise expires, is revoked, or is terminated, LS Power will remove all of their facilities in the public right-of-way upon written notice from the City. · LS Power will maintain their facilities in a good workman-like manner including the pavement and trench that contains their facilities in the public right-of-way. · The City will retain the right to require that LS Power relocate their facilities for any public City project, including, but not limited to, the construction, repair, relocation, or new installation of any above-ground or underground City facility, utility, storm drain, sewer, waterline, or roadway City of Santa Clara Printed on 7/2/2026Page 2 of 4
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26-507 Agenda Date: 7/7/2026
improvement.
· LS Power will indemnify the City, post $200,000 in faithful performance security, and will also provide adequate insurance throughout the duration of the franchise. · LS Power must file a written acceptance of the ordinance terms with the City Clerk within 90 days after adoption, or the franchise becomes null and void. · Upon request, LS Power must provide the City Engineer an annual certificate under penalty of perjury stating that it has complied in all material respects with applicable law, or identifying any known non-compliance.
· If LS Power causes a release of contaminants or an environmental condition, it must promptly perform required remediation at its sole cost and reimburse the City for remediation costs if the City must act.
· In addition to the franchise fee, LS Power must reimburse the City for its actual and administrative costs related to development, approval, administration, implementation, and enforcement of the franchise, including CEQA-related work and publication costs.

If a franchise is granted by the City, construction of the Power the South Bay Project is expected to begin in Summer 2026 (after the 2026 FIFA World cup matches in Santa Clara) and tentatively complete by Summer 2028. The terms of the franchise do not address the terms of interconnection with SVP which will be handled through a separate agreement.

Resolution Adopting the Final Environmental Impact Report : As a responsible agency under CEQA
and pursuant to Sections 15091 and 15096 of the California Code of Regulations, the City of Santa Clara shall consider the Power the South Bay Project’s Environmental Impact Report (EIR) and adopt findings related to the City’s actions (i.e. issuance of encroachment permits) necessary for completion of the Power the South Bay Project. Staff have reviewed the Power the South Bay Project Final EIR and have determined that the information and analyses contained in it are adequate for the City’s use as a decision-making body related to its actions necessary to implement the Project within its jurisdiction. Consequently, staff recommend the adoption of a resolution adopting the findings of the Final EIR for the Power the South Bay Project (Attachment 5). The environmental process for the Power the Valley Connector Project has not been completed yet as the final transmission line alignment is still being developed.

ENVIRONMENTAL REVIEW
The California Public Utilities Commission (CPUC) is the lead agency for the Power the South Bay Project. The CPUC prepared a Final Environmental Impact Report (FEIR) for the Project in accordance with the California Environmental Quality Act. The CPUC granted LS Power Grid California a Certificate of Public Convenience and Necessity (CPCN) and certified the FEIR on March 19, 2026.

The FEIR and Mitigation Monitoring, Compliance, and Reporting Program (MMCRP) are posted on the CPUC’s website at https://ia.cpuc.ca.gov/environment/info/esa/psb/index.html.

FISCAL IMPACT
LS Power Grid California will pay the City an annual fee of 2.3% of the Santa Clara portion of its gross revenue on an annual basis, with the first year franchise payment expected to be approximately $175,000. The proposed 2.3% franchise fee was negotiated by the parties, is consistent with the rates charged by San Jose and Fremont, and reflects the fair and reasonable City of Santa Clara Printed on 7/2/2026Page 3 of 4
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26-507 Agenda Date: 7/7/2026
value of the franchise rights being granted.

There is no additional cost to the City, as LS Power will reimburse the City for staff time and expenses necessary to develop, approve, administer, implement, and enforce the franchise.

COORDINATION
This report has been coordinated with Silicon Valley Power, the City Manager’s Office, 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.

A Notice of the Public Hearing for the July 7, 2026, City Council meeting regarding this item was published in the Santa Clara Weekly. Additionally, notices of the public hearing were posted in the vicinity of the project site and mailed to neighboring properties.

RECOMMENDATION

1. Adopt a resolution (1) adopting the Power the South Bay Project Environmental Impact Report, prepared by the California Public Utilities Commission (A.24-05-014; SCH NO. 2024071095); (2) making certain findings as the responsible agency for purposes of and pursuant to the provisions of the California Environmental Quality Act of 1970; and (3) adopting a related Mitigation Monitoring and Reporting Program and Construction Impact Mitigation Plan, in connection with the approval of discretionary actions by the city necessary for the construction and operation of the Power the South Bay Project; and

2. Hold a public hearing, waive first reading, and approve introduction of an ordinance granting a non-exclusive franchise to LS Power Grid California, LLC on terms and conditions set forth in the ordinance for the Power the South Bay and Power the Valley Connector Projects for the purpose of transmitting electric service in the City’s public rights-of-way.

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. Power the South Bay Project Location Map

2. Power the Valley Connector Project Location Map

3. Resolution No. 26-9568

4. Ordinance

5. Resolution Adopting the Findings of the EIR for the Power the South Bay Project City of Santa Clara Printed on 7/2/2026Page 4 of 4
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POWER THE SOUTH BAY PROJECT LOCATION MAP
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Existing Substation
Preliminary New Project T erminal
Preliminary Preferred Underground
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Preliminary Preferred Overhead
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Preliminary Preferred Underground
Cable Route (320kV HVDC)
Preliminary Preferred Overhead
Transmission Line Route (320kV
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POWER THE VALEY CONNECTOR PROJECT LOCATION MAP

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Resolution/Grant a Nonexclusive Electric Franchise to LS Power Grid California Page 1 of 2 Rev: 7/27/2023
RESOLUTION NO. 26-9568

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA,

DECLARING ITS INTENT TO GRANT A NONEXCLUSIVE

ELECTRIC FRANCHISE TO LS POWER GRID CALIFORNIA LLC,
SETTING A PUBLIC HEARING FOR JULY 7, 2026, AND

DIRECTING THE CITY CLERK TO PUBLISH NOTICE OF THE

PUBLIC HEARING
WHEREAS, under Chapter 5.20 of the Santa Clara Municipal Code the City of Santa Clara (“City”) is empowered to grant electric franchises by ordinance to any person to use, or to construct and use, poles, wires, conduits, and appurtenances for transmitting and distributing electricity for any purpose;
WHEREAS, LS Power Grid California, LLC (the “Applicant”), has submitted an application to the City Council for a non- exclusive, 10-year electric franchise to install, construct, maintain and operate underground pipes and transmission facilities and appurtenances, to transmit high - voltage electricity and provide electric interconnections, within the City of Santa Clara’s (“City”) public rights-of-way;
WHEREAS, T he Applicant has been selected by the California Independent System Operator (“CAISO”) (a non-profit public benefit corporation that operates a competitive wholesale electricity market and manages the majority of California’s wholesale electric power grid), to develop, construct, and operate two high-voltage direct current transmission line projects to improve electric reliability in the South Bay – the “Power the South Bay Project” and the “Power the Valley Connector Project”;
WHEREAS, the Applicant’s franchise application is part of the Power the South Bay Project and Power the Valley Connector Projects approved by CAISO and will result in infrastructure upgrades that are essential for ensuring a reliable and sufficient electricity supply for the City and the South Bay; and
//
//
WHEREAS, Applicant has agreed to pay the required franchise fee for the duration of the franchise, to reimburse the City for costs for application review, permit issuance, inspections and approvals, and to coordinate future joint projects with the City that support clean and renewable energy initiatives.

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

1. That The City Council hereby declares its intention to grant an electric franchise to Applicant LS Power Grid California, LLC to operate within the City for a term of 10 years for the purpose of transmitting electric service in the City's public rights-of-way.

2. NOTICE IS HEREBY GIVEN that on July 7, 2026, at the hour of 7 p.m. or as soon thereafter as the matter may be heard, in the City Council Chambers of the City of Santa Clara, 1500 Warburton Ave, Santa Clara, California, is fixed as the time and place or a public hearing to hear any objections to the granting of the franchise.

3. The City Clerk is hereby directed to give notice of the above-mentioned public hearing pursuant to Chapter 5.20.050 of the Santa Clara Municipal Code, by publication.

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 grH DAY OF JUNE, 2026, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS :

Attachments incorporated by reference: None
Chahal, Cox, Gonzalez, Hardy, Jain, and Park, and
Mayor Gillmor
None
None
None
ATTEST~

NORA PIMENTEL

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
Resolution/Grant a Nonexclusive Electric Franchise to LS Power Grid California Rev: 7/27/2023