Milpitas City Council
October 17, 2023

JOINT MEETING OF THE MILPITAS CITY

COUNCIL AND THE MILPITAS PUBLIC

FINANCING AUTHORITY BOARD

October 17, 2023 Milpitas City Council Agenda Page 1

AG E N D A
TUESDAY, OCTOBER 17, 2023
CITY COUNCIL CHAMBERS, 455 E CALAVERAS BLVD, MILPITAS, CA 6:00 PM (CLOSED SESSION)
7:00 PM (PUBLIC BUSINESS)

For assistance in the following languages, you may call:

Đối với Việt Nam, gọi 408-586-2400
Para sa Tagalog, tumawag sa 408-586-3051
Para español, llame 408-586-3072

The City Council meeting is held in the City Council Chamber at City Hall, 455 E. Calaveras Blvd., Milpitas and via teleconference/Zoom webinar.

You may watch the Council meeting without providing public comment by accessing it via links here.

Meeting shall be livestreamed - Go to:

Facebook: https://www.facebook.com/CityofMilpitas/
YouTube: https://www.milpitas.gov/youtube
Web Streaming: https://www.milpitas.gov/webstreaming

PUBLIC COMMENT INSTRUCTIONS
Oral public comments may only be provided live during the City Council meeting in person. All comments provided shall be limited to three minutes or less as determined by the Mayor. All members of the public will be limited to one comment per agenda item, and one comment for non-agenda items. Members of the public may submit written comments by email to [email protected] The meeting will be streamed via Zoom for viewing purposes only. To watch via Zoom, please register at:
https://ci-milpitas-ca-gov.zoom.us/webinar/register/WN_j6dZ-hDvS8uFgJDAV4Mdag NOTE: If a member of the public wishes to share any presentation materials for Council consideration, they must be submitted to the Clerk’s Office by email to [email protected] by 12:00 p.m. on the day of the meeting. No presentations will be accepted in person in the Council Chambers.

MILPITAS CITY COUNCIL CODE OF CONDUCT
 Be respectful and courteous (words, tone, and body language).  Model civility.
 Avoid surprises.
 Praise publicly and criticize privately.
 Focus on the issue, not the person.
 Refrain from using electronic devices while on the Council dais.  Disclose conflicts of interest and affiliations related to agenda items.  Separate governing from campaigning.
 The Council speaks with one voice after making policy on issues.  Respect the line between policy and administration.
 Council will hold one another accountable to comply with this Code of Conduct.

1 October 17, 2023 Milpitas City Council Agenda Page 2

CALL MEETING TO ORDER by Mayor and ROLL CALL by City Clerk (6:00 PM)

ADJOURN TO CLOSED SESSION
(a) CONFERENCE WITH LABOR NEGOTIATORS
Pursuant to Government Code Section 54957.6
Agency designated representative: Nick Raisch, Human Resources Director Bargaining unit: LIUNA, UPEC (Pro-Tech, MEA, MidCon), IAFF, MPOA (b) CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Property: 1700 Sango Court
Agency negotiator: Alex Andrade, Economic Development Director Under negotiation: Both lease price and terms
(c) THREAT TO PUBLIC SERVICES OR FACILITIES
Pursuant to Government Code section § 54957
Consultation with: IT Director Daniel Nam
CLOSED SESSION ANNOUNCEMENT:

Report on action taken in Closed Session, if required per Government Code Section 54957.1, including the vote or abstention of each member present.

PRESENTATIONS (7:05 PM)
 Breast Cancer Awareness Month
 Diwali

PLEDGE OF ALLEGIANCE
INVOCATION (Councilmember Phan)
PUBLIC FORUM (7:15 PM)
Members of the public are invited to speak on any item that does not appear on today’s agenda. Comments will be limited to three minutes or less at the Mayor’s discretion. When called to speak, you are encouraged to state your name for the record.

As an item not listed on the agenda, no action can be taken, however the City Council may instruct the City Manager to place the item on a future meeting agenda.

ANNOUNCEMENT OF CONFLICT OF INTEREST AND CAMPAIGN CONTRIBUTIONS

READING OF THE CITY COUNCIL CODE OF CONDUCT

APPROVAL OF AGENDA
CONSENT CALENDAR (7:20 PM)
Consent calendar items are considered to be routine and will be considered for adoption by one motion. There will be no separate discussion of these items unless a City Councilmember, member of the audience or staff requests the Council to remove an item from (or be added to) the consent calendar. Any person desiring to speak on any item on the consent calendar should ask to have that item removed from the consent calendar.

C1. Receive City Council Calendar of Meetings for October and November 2023 (Staff Contact:

Suzanne Guzzetta, City Clerk, 408-586-3001)
Recommendation: Receive City Council Calendar of Meetings for October and November 2023.

C2. Approve City Council City Council Meeting Minutes of October 3, 2023 (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001)
2 October 17, 2023 Milpitas City Council Agenda Page 3

Recommendation: Approve City Council Meeting minutes of October 3, 2023.

C3. Receive the Preview List of Anticipated Items for the Next Regular City Council Meeting (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001)
Recommendation: Receive the list of anticipated agenda items for the next regular City Council meeting.

C4. Consider the Recommendation from Mayor Montano for Appointments to and Removals from City Commissions (Contact: Mayor Montano, 408-586-3024) Recommendation: Receive the recommendation from Mayor Montano and approve appointment to the Planning Commission and removal from the Parks, Recreation and Cultural Resources Commission, and direct the City Clerk to post the notice of unscheduled vacancy.

C5. Accept the FY 2022-23 Commissioners Annual Report for Four (4) Commissions and Oversight Committee and Approve Four (4) City of Milpitas Commission and Oversight Committee Work Plans for FY 2023-24 (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001) Recommendation: (1) Accept the 2022-23 Commissioners Annual Report; and (2) Approve proposed Fiscal Year 2023-24 Work Plans for (a) Community Advisory Commission, (b) Economic Development and Trade Commission, (c) Science, Technology, and Innovation Commission, and (d) Measure F Oversight Committee.

C6. Receive Recommendations from Staff Regarding a Proposed Joint Powers Agency (JPA) Agreement for the Cities Association of Santa Clara County and Approve Direction on Feedback to the Cities Association Board (Staff Contact: Ned Thomas, City Manager: 408-586-3059) Recommendation: Receive recommendations regarding a Proposed Joint Powers Agency (JPA) Agreement for the Cities Association of Santa Clara County (CASCC) and approve direction to staff and Mayor Montano, as the City‘s representative to the CASCC, to oppose the formation of a Joint Powers Authority at this time.

C7. Receive Report on the American Rescue Plan Act (ARPA) Investment Plan (Staff Contact: Matt Cano, Deputy City Manager, 408-586-3053; and Lauren Lai, Director of Finance, 408-586-3111) Recommendation: Receive Report on the American Rescue Plan Act (ARPA) Investment Plan.

C8. Adopt a Resolution Granting Acceptance of Public Improvements and Approve a Reduction of the Faithful Performance Bond for the Self-Storage Project Located at 1 Hanson Court and Grant Authorization to the City Engineer to Release the Performance Bond after the One-Year Warranty Period (Staff Contact: Matt Cano, Deputy City Manager, 408-586-3012; and Roberto Alonzo, Transportation and Traffic Manager, 408-586-3316) Recommendation: Adopt a resolution granting acceptance of the completed public improvements for the Self-Storage Project located at 1 Hanson Court as shown on Public Improvement Plans No. 2-1224; and approve a reduction in the faithful performance bond to $16,000.00, which is 10% of the security’s original value which shall be in effect for the duration of the warranty period; and grant authorization to the City Engineer to release the performance bond after the one-year warranty period without further City Council action provided that all required warranty work is completed to the satisfaction of the City Engineer.
3 October 17, 2023 Milpitas City Council Agenda Page 4

C9. Adopt Resolutions of the Milpitas City Council and Milpitas Public Financing Authority Board Authorizing Investment of Monies in the Local Agency Investment Fund and Updating Officers’ Information (Staff Contact: Lauren Lai, Finance Director, 408-586-3111) Recommendation: Adopt two Resolutions of the Milpitas City Council and Milpitas Public Financing Authority Board authorizing investment of monies in the Local Agency Investment Fund and updating officers’ information.

C10. Approve and Authorize the City Manager to Execute a Sole Source Three-Year Agreement with CentralSquare Inc. for Maintenance and Support of the Public Safety Computer Aided Dispatch System (Staff Contact: Daniel Nam, Information Technology Director, 408-586-2712) Recommendation: Approve and authorize the City Manager to execute a sole source three-year agreement with CentralSquare Inc. for maintenance and support of the Public Safety Computer Aided Dispatch System for the not-to-exceed amount of $142,160.56 annually and $426,481.68 for a three- year term.

C11. Receive an Update on the Emergency Repairs to the HVAC System and Equipment at City Hall and at the Public Works/Information Technology/Police Department Buildings and Determine that the Condition Continues to Constitute an Emergency (Staff Contact: Christian Di Renzo, Public Works Director, 408-586-2602)
Recommendation: (1) Receive an update on the emergency repairs to the HVAC system and equipment at City Hall and at the Public Works/Information Technology/Police Department Buildings; and (2) Determine by a four-fifths vote that the condition continues to constitute an emergency.

C12. Approve and Authorize the FY 2023-2024 Santa Clara Valley Urban Runoff Pollution Prevention Program Assessment Payment for the Not-to-Exceed Amount of $154,067.00 (Staff Contact:

Christian Di Renzo, Public Works Director, 408-586-2602) Recommendation: Approve and authorize the FY 2023-2024 Santa Clara Valley Urban Runoff Pollution Prevention Program Assessment Payment for the not-to-exceed amount of $154,067.00.

C13. Approve and Authorize the City Manager to Execute a No-Cost Amendment No. 7 to extend the terms of the Agreement with West Yost Associates for Construction Support Services for the Main Lift Pump Station Odorous Emissions Control Facility Project (Staff Contact: Christian Di Renzo, Public Works Director, 408- 586-2602)
Recommendation: Approve and authorize the City Manager to execute a no-cost Amendment No. 7 to extend the terms for the agreement with West Yost Associates for construction support services for the Main Lift Pump Station Odorous Emissions Control Facility Project.

C14. Authorize and Approve Travel to Santa Cruz, CA, for City Manager Ned Thomas to Attend the Annual 2023 Silicon Valley Economic Development Alliance (SVEDA) Conference on November 2, 2023 (Staff Contact: Ned Thomas, City Manager, 408-586-3059) Recommendation: Authorize and approve travel to Santa Cruz, CA, for City Manager Ned Thomas to attend the Annual 2023 Silicon Valley Economic Development Alliance (SVEDA) Conference on November 2, 2023, for a total amount of $150.00 budgeted under Conferences/Trainings allocation for the City Manager’s Office.

PUBLIC HEARINGS (7:30 PM)
Members of the public may be allotted up to three (3) minutes or less at the Mayor’s discretion, to comment on any public hearing item. Applicants/Appellants and their representatives may be allotted up to a total of ten (10) minutes for opening 4 October 17, 2023 Milpitas City Council Agenda Page 5

statements and up to a total of five (5) minutes maximum for closing statements. Items requested/recommended for continuance are subject to Council’s consent at the meeting.

15. Conduct a Public Hearing to Consider a Zoning Variance to Allow Development of a Structure with a Height that Extends Above the Hillside Crestline Zone of Protection Sight Line, as Related to an Application for a Site Development Permit and Planned Unit Development Amendment for a Proposed 5,900-Square Foot Single-Family Residence, on a Vacant +1.4-Acre Lot in the R1-H Single-Family Residential - Hillside Zoning District Located at 1339 Terra Vista Court (APN: 029- 07-010) (Staff Contact: Jay Lee, Planning Director, 408-586-3273, and Avery Stark, Acting Senior Planner, 408-586-3288)
Recommendation: Hold a public hearing and, by a motion of the Council, uphold a Variance recommendation made by the Milpitas Planning Commission to deny the request for a structure with a height that extends above the Hillside Crestline Zone of Protection Sight Line, as established by the City's Hillside development standards, on a vacant +1.4-acre lot in the R1-H Single-Family Residential- Hillside Zoning District located at 1339 Terra Vista Court (Countryside Estates, Lot 1).

COMMUNITY DEVELOPMENT (8:30 PM)

16. Receive Progress Report from Raimi and Associates and Staff on the Housing Opportunity Districts and Provide Direction on the Preferred Alternative (Staff Contact: Jay Lee, Planning Director, 408-586-3077; and Avery Stark, Acting Senior Planner, 408-586-3288) Recommendation: (1) Receive progress report on the work completed and summary of community feedback from Raimi and Associates and staff on the Housing Opportunity Districts; and (2) Provide direction on the preferred alternative for the Housing Opportunity Districts.

COMMUNITY SERVICES AND SUSTAINABLE INFRASTRUCTURE (9:00 PM)

17. Consider the Authorization of the Final Application for the $301,516.00 Land and Water Conservation Fund Grant from the State Department of Parks and Recreation and associated Land Protection for Delano Manongs Park (Staff Contact: Renee Lorentzen, Recreation and Community Services Director, 408-586-3409)
Recommendation: Authorize the Final Application for the $301,516.00 Land and Water Conservation Fund (LWCF) Grant from the State Department of Parks and Recreation and associated Land Protection for Delano Manongs Park which places the entire Delano Manongs Park in the LWCF boundary map of protected open space, in perpetuity.

LEADERSHIP AND SUPPORT SERVICES (9:30 PM)

18. Introduce Ordinance 196.12, an Ordinance of the City Council of the City of Milpitas Amending Section 4.05 of Chapter 9 (“Parks”) of Title V (“Public Health, Safety, and Welfare”) of the Milpitas Municipal Code and Introduce Ordinance 196.13 an Ordinance of the City Council of the City of Milpitas Adding Section 2.13 to Chapter 9 (“Parks”) of Title V (“Public Health, Safety, And Welfare”) of the Milpitas Municipal Code and Amending Section 4.00 of Chapter 9 (“Parks”) of Title V (“Public Health, Safety, And Welfare”) of the Milpitas Municipal Code (Staff Contact:

Michael Mutalipassi, City Attorney, 408-858-3040)
Recommendation: (1) Following the City Attorney’s reading aloud the titles, move to waive the reading beyond the title and introduce Ordinance 196.12; and (2) Decline to introduce Ordinance 196.13.

ANNOUNCEMENTS AND FUTURE AGENDA ITEMS (10:00 PM)
Members of the City Council or City Manager may make brief announcements at this time. Members of the City Council may also suggest future agenda items. For future agenda items, the City Council shall not debate the topic or engage in 5 October 17, 2023 Milpitas City Council Agenda Page 6

discussion but shall simply state a “yes” or “no” as whether to move the item forward. If a majority of the City Council agrees to move the item forward, the City Manager shall place the item on a future agenda.

ADJOURNMENT (10:05 PM)

KNOW YOUR RIGHTS UNDER THE OPEN GOVERNMENT ORDINANCE
Government’s duty is to serve the public, reaching its decisions in full view of the public. Commissions and other City agencies exist to conduct the people’s business. This ordinance assures that deliberations are conducted before the people and City operations are open to the people’s review. For more information on your rights under the Open Government Ordinance or to report a violation, contact the City Attorney’s office at Milpitas City Hall, 455 E. Calaveras Blvd., Milpitas, CA 95035 e-mail:[email protected] / Phone: 408-586-3040

The Open Government Ordinance is codified in the Milpitas Municipal Code as Title I Chapter 310 and is available online at the City’s website www.milpitas.gov by selecting the Milpitas Municipal Code link.

Materials related to an item on this agenda submitted to the City Council after initial distribution of the agenda packet are available for public inspection at the City Clerk’s office at Milpitas City Hall, 3rd floor 455 E. Calaveras Blvd., Milpitas and on City website. City Council agendas and related materials can be viewed online: https://www.milpitas.gov/129/Agendas-Minutes (select meeting date)

APPLY TO SERVE ON A CITY COMMISSION
Commission application forms are available online at www.milpitas.gov or at Milpitas City Hall.

Contact the City Clerk’s Office at 408-586-3001 for more information.

If you need assistance, per the Americans with Disabilities Act, for any City of Milpitas public meeting, please call the City Clerk at 408-586-3001 or send an e-mail to [email protected] prior to the meeting. You may request a larger font agenda.

6 MILPITAS CITY COUNCIL CALENDAR
October 2023

Sunday Monday Tuesday Wednesday Thursday Friday Saturday 1 2
7:00 PM-Parks, Recreation & Cultural
Resources Commission (HL)

3 6:00 PM-Closed Session
7:00 PM-City Council

4 1:00 PM-Santa Clara VTA Monthly
Briefing - Northeast Group (CM)
(Santa Clara)
5:30 PM-Veterans Commission (CM)
7:00 PM-Community Advisory
Commission (EC)

5 5:30 PM-Milpitas Chamber of
Commerce Board (GB)
5:30 PM-Santa Clara VTA Board of
Directors (CM)

6 7
4:00-6:00 PM-
Artwalk (Main
Street)
8 9
4:30 PM-Economic Development and
Trade Commission (CM)

10 11
7:00 PM-Silicon Valley Clean Energy
Board of Directors (EC) (Cupertino)
7:00 PM-Planning Commission

12 11:15 AM-Treatment Plant Advisory
Committee (CM) (San Jose)
4:00 PM-Santa Clara VTA Policy
Advisory Committee (EC)
6:00 PM-Youth Advisory Commission
(HL)
7:00 PM-Cities Assoc of SCC Board of
Directors (CM)

13 9:00 AM – 2:30 PM-2023
Manufacturing Day @ KLA+
and Flex (CM/EC [AM
only]/HL [PM only])

14 11:00 AM-Delano
Manongs Park
Opening Ceremony
(McCandless Drive)
15 16
7:00 PM-Science, Technology, and
Innovation Commission (GB)

17 5:00 PM-Closed Session
7:00 PM-City Council

18 6:00 PM-Energy and Environmental
Sustainability Commission (EC)

19 10:30 AM-South Bay Odor
Stakeholders Group (CM)
3:00 PM-VTA Safety, and Transit
Planning & Operations Committee
(CM)

20 21

22 23
4:00 PM- Finance Subcommittee
24 1:30 PM-Senior Advisory Commission
(CM)

25 12:00 PM-Santa Clara Valley Water
District - Water Commission (CM)
5:30 PM-Cities Assoc. of SCC -
Recycling and Waste Reduction
Commission (CM)
7:00 PM-Planning Commission

26 12:00 PM-Santa Clara County Library
JPA Board of Directors (CM)
(Campbell)

27 28

29 30

31 3:00 PM-City/School Collaborative
Subcommittee Meeting (CM/EC)

September 2023

S M T W T F S
1 2
3 4 5 6 7 8 9
10 11 12 13 14 15 16
17 18 19 20 21 22 23
24 25 26 27 28 29 30

November 2023

S M T W T F S
1 2 3 4
5 6 7 8 9 10 11
12 13 14 15 16 17 18
19 20 21 22 23 24 25
26 27 28 29 30

7 Item # C1.

MILPITAS CITY COUNCIL CALENDAR
November 2023

Sunday Monday Tuesday Wednesday Thursday Friday Saturday

1 1:00 PM-Santa Clara VTA Monthly
Briefing - Northeast Group (CM)
(Santa Clara)
7:00 PM-Community Advisory
Commission (EC)

2 5:30 PM-Santa Clara VTA Board of
Directors (CM)
5:30 PM-Milpitas Chamber of
Commerce Board (GB)

3 4

5 6
7:00 PM-Parks, Recreation & Cultural
Resources Commission (HL)

7 6:00 PM-Closed Session
7:00 PM-City Council

8 7:00 PM-Planning Commission
7:00 PM-Silicon Valley Clean Energy
Board of Directors (EC) (Cupertino)

9 4:00 PM-Santa Clara VTA Policy
Advisory Committee (EC)
4:00 PM-Treatment Plant Advisory
Committee (CM) (San Jose)
6:00 PM-Youth Advisory Commission
(HL)
5:30 PM-Cities Assoc of SCC
Legislative Action Committee (CM)
7:00 PM-Cities Assoc of SCC (CM)

10 CITY HALL CLOSED IN

OBSERVANCE OF VETERANS DAY

11 12

13 4:30 PM-Economic Development and
Trade Commission (CM)

14 4:00PM- Milpitas HOPE
5:30 PM-Special Council Meeting in
lieu of 11/21 Regular Meeting
15 6:00 PM-Energy and Environmental
Sustainability Commission (EC)

16 3:00 PM-VTA Safety, Security, and
Transit Planning & Operations
Committee (CM)
6:30 PM-Bay Area Water Supply
Conserv Agency (CM) (Wind Room
Foster City Community Center)
7:00 PM-Public Safety and
Emergency Preparedness Commission
(HL)

17 18

19 20
7:00 PM-Science, Technology, and
Innovation Commission (GB)
7:00 PM-Library and Education
Commission (EC) (Milpitas Public
Library)

21 22

23 24

CITY HALL CLOSED FOR THANKSGIVING

25 26

27 7:00 PM-Arts Commission (EC)

28 29

30 October 2023

S M T W T F S
1 2 3 4 5 6 7
8 9 10 11 12 13 14
15 16 17 18 19 20 21
22 23 24 25 26 27 28
29 30 31

December 2023

S M T W T F S
1 2
3 4 5 6 7 8 9
10 11 12 13 14 15 16
17 18 19 20 21 22 23
24 25 26 27 28 29 30
31 8
Item # C1.

REGULAR MEETING OF THE MILPITAS

CITY COUNCIL

October 3, 2023 Milpitas City Council Minutes Page 1

M I NU TE S
TUESDAY, OCTOBER 3, 2023

The City Council of the City of Milpitas convened on October 3, 2023, in the City Council Chamber at City Hall, 455 E. Calaveras Blvd., Milpitas, and via teleconference/ Zoom webinar.

CALL MEETING TO ORDER by Mayor and ROLL CALL by City Clerk Vice Mayor Chua called the Regular City Council meeting to order at 6:00 PM. Roll Call was taken by City Clerk Guzzetta.

PRESENT: Vice Mayor Chua, Councilmembers Barbadillo (6:08 PM), Lien, and Phan.

ABSENT: Mayor Montano.

City Attorney Mutalipassi announced the closed session items. The City Council adjourned to Closed Session at 6:01 PM.

ADJOURN TO CLOSED SESSION
(a) THREAT TO PUBLIC SERVICES OR FACILITIES
Pursuant to Government Code section § 54957
Consultation with: City of Milpitas Acting City Manager Ned Thomas (b) PUBLIC EMPLOYEE APPOINTMENT
Pursuant to Government Code Section 54957(b)(1)
Employee Position: City Manager
The City Council reconvened in open session at 7:00 PM.

CLOSED SESSION ANNOUNCEMENT:

City Attorney Mutalipassi announced that direction was given on Item (a) and announced that the City Council selected Acting City Manager Ned Thomas as City Manager.

PLEDGE OF ALLEGIANCE
Councilmember Barbadillo led the Pledge of Allegiance.

INVOCATION
Vice Mayor Chua announced that the meeting was dedicated to the memory of Senator Diane Feinstein.

Councilmember Lien presented the invocation.

PRESENTATIONS
Vice Mayor Chua and the City Council presented proclamations in recognition of Fire Prevention Week accepted by Fire Marshal / Deputy Fire Chief Belton and Fire Chief Schoonover, Indigenous Peoples' Day, Hindu America Awareness and Appreciation Month, and Clean Air Day accepted by Silicon Valley Clean 9 Item # C2.

October 3, 2023 Milpitas City Council Minutes Page 2

Energy Director Monica Padilla. Vice Mayor Chua and Silicon Valley Clean Energy Director Padilla presented the Electric Showcase Award to Seema's Beauty Salon. Deputy Public Works Director Marshall provided additional comments.

ANNOUNCEMENT OF CONFLICT OF INTEREST AND CAMPAIGN CONTRIBUTIONS City Attorney Mutalipassi asked the Mayor and City Councilmembers if they had any personal conflicts of interest. By roll call, there were no conflicts of interest (Absent: Mayor Montano). City Attorney Mutalipassi asked the Mayor and City Councilmembers if they had any reportable campaign contributions. By roll call, there were no reportable campaign contributions (Absent: Mayor Montano).

READING OF THE CITY COUNCIL CODE OF CONDUCT
Vice Mayor Chua read the Code of Conduct.

APPROVAL OF AGENDA
Motion: to approve the October 3, 2023 Regular Meeting Agenda.

Motion/Second: Councilmember Lien / Councilmember Barbadillo Motion carried by the following:

AYES: Councilmembers Barbadillo, Lien, Phan and Vice Mayor Chua.

NOES: None
ABSENT: Mayor Montano.

CONSENT CALENDAR
Motion: to approve the Consent Calendar

Motion/Second: Councilmember Lien / Councilmember Barbadillo Motion carried by the following:

AYES: Councilmembers Barbadillo, Lien, Phan and Vice Mayor Chua.

NOES: None
ABSENT: Mayor Montano.

There were the following public speakers:

1. Voltaire Montemayor

C1. Receive City Council Calendar of Meetings for October 2023 (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001)
Received City Council Calendar of Meetings for October 2023.

C2. Approve City Council City Council Meeting Minutes of September 14 and 19, 2023 (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001)
Approved City Council Meeting minutes of September 14 and 19, 2023.

C3. Receive the Preview List of Anticipated Items for the Next Regular City Council Meeting (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001)
Received the list of anticipated agenda items for the next regular City Council meeting. 10 Item # C2.

October 3, 2023 Milpitas City Council Minutes Page 3

C4. Receive and Review the List of Agenda Items Requested by City Councilmembers (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001)
Reviewed the list of items that have been requested by City Councilmembers and provided direction to staff as necessary.

C5. Consider Recommendations for Appointments to City Commissions (Contact: Mayor Montano, 408-586-3024)
Received recommendations and approved recommendations for appointments to the Community Advisory Commission and Energy and Environmental Sustainability Commission and directed the City Clerk to post the Notice of Unscheduled Vacancy.

The following appointments were made:

Community Advisory Commission:

1. Appoint Armilyn Quijano to an unexpired term ending January 2026.

Energy and Environmental Sustainability Commission:

1. Promote Frank Bush from alternate to full voting seat with an unexpired term ending October 2025.

2. Appoint Thelma Batilo to a term ending October 2026.

3. Appoint Lisa Oliver to an unexpired term ending October 2024.

C6. Adopt a Resolution Authorizing the Application to the Prohousing Designation Program (Staff Contact: Alex Andrade, Economic Development Director, 408-586-3046; and Robert Musallam, 408-586-3275)
Adopted Resolution No. 9274 authorizing the application to and participation in the Prohousing Designation Program.

C7. Authorize the Acting City Manager to Enter into a Master Professional Services Agreement with Asquare, Inc. for Temporary IT Staffing Services (Staff Contact: Nick Raisch, Human Resources Director, 408-586-3086; and Daniel Nam, Information Technology Director, 408-586-2712) Authorized the Acting City Manager to enter into a two-year Master Professional Services Agreement with Asquare, Inc. for Temporary IT Staffing Services for the not-to-exceed amount of $250,000.00.

C8. Adopt a Resolution to Approve Sole Source Procurement of Police Vehicles from Duval Ford, LLC, and Authorize the Acting City Manager to Execute a Purchase Agreement with a Total Not- to-Exceed Amount of $701,953.92 for the Purchase of Up to 12 Police Vehicles (Staff Contact:

Jared Hernandez, Chief of Police, 408-586-2406 and Christian Di Renzo, Public Works Director, 408-586-2602)
(1) Adopted Resolution No. 9275 to approve sole source procurement of police vehicles from Duval Ford, LLC, and authorize the Acting City Manager to execute a purchase agreement with a total not-to- exceed amount of $701,953.92 for the purchase of up to 12 police vehicles; and (2) In the event the City is unable to procure the vehicles from Duval Ford LLC, authorized the City Manager to select another vendor and execute a purchase agreement with a total not-to-exceed amount of $701,953.92 for the purchase of up to 12 police vehicles.

C9. Receive an Update on the Emergency Repairs to the HVAC System and Equipment at City Hall and at the Public Works/Information Technology/Police Department Buildings and Determine 11 Item # C2.

October 3, 2023 Milpitas City Council Minutes Page 4

that the Condition Continues to Constitute an Emergency (Staff Contact: Christian Di Renzo, Public Works Director, 408-586-2602)
(1) Received an update on the emergency repairs to the HVAC system and equipment at City Hall and at the Public Works/Information Technology/Police Department Buildings; and (2) Determined by a four-fifths vote that the condition continues to constitute an emergency.

C10. Consider Two Fee Waiver Requests from FAREPA Silicon Valley and the Joseph Bettencourt Foundation and One Donation Request from Korean Language and Culture Foundation (Staff Contact: Renee Lorentzen, Recreation and Community Services Director, 408-586-3409) (1) Approved a Fee Waiver of $945.00 for the Joseph Bettencourt Foundation Fundraiser at the Milpitas Community Center on October 20, 2023; (2) Approved a Fee Waiver of $1,500 for the FAREPA Silicon Valley Unity in Diversity event at the Milpitas Community Center on October 12, 2023; and (3) Approved Donation request of $500 for the Korean Language and Culture Foundation Alphabet event at the Milpitas Library on October 1, 2023.

COMMUNITY DEVELOPMENT

11. Provide Feedback and Guidance on the Proposed Workforce Housing Rental Assistance Program Approve an Additional Appropriation of $28,389.76 from the Affordable Housing Community Benefit Fund to FORWARD for the Administration of the Workforce Housing Rental Assistance Program, and Direct the Use of an Allocation from the State Budget for Homelessness Prevention and Unhoused Services (Staff Contact: Alex Andrade, Economic Development Director, 408-586-3046; and Robert Musallam, Housing Division Manager, 408-586- 3275)
Acting City Manager Thomas introduced the item, and Economic Development Director Andrade presented the report, joined by Senior Administrative Analyst Balcha and Housing Manager Musallam.

There were the following public speakers:

1. Voltaire Montemayor

Council Discussion ensued.

After discussion, motion: to (1) Receive a recommendation from the Housing Subcommittee and staff to provide rental assistance for up to 50 households over 24 months through a Workforce Housing Rental Assistance Program; (2) Approve and Authorize the Acting City Manager, or designee, to allocate an additional appropriation of $28,389.76 from the Affordable Housing Community Benefit Fund to FORWARD for the administration of the Workforce Housing Rental Assistance Program ; and (3) Provide feedback and guidance on the use of an allocation from the State Budget for Homelessness Prevention and Unhoused Services for the Workforce Housing Rental Assistance Program.

Motion/Second: Councilmember Lien / Councilmember Phan Motion carried by the following:

AYES: Councilmembers Barbadillo, Lien, Phan and Vice Mayor Chua.

NOES: None
ABSENT: Mayor Montano.

12. Receive a Progress Report and Provide Direction to Staff on the Work Completed to Date on Phase 1 of the Comprehensive Zoning Ordinance Update, Including the Background and Recommendations Report, Draft New Zoning Districts (Business Park. Research and Development and Metro Area Zoning Districts), and Draft Updated Citywide Zoning Map (Staff 12 Item # C2.

October 3, 2023 Milpitas City Council Minutes Page 5

Contact: Jay Lee, Interim Planning Director, 408-586-3077; and Holly Pearson, Senior Special Projects Associate, 408-609-0072)
Recommendation: Receive a progress report and provide direction to staff on the work completed to date on Phase 1 of the Comprehensive Zoning Update, including the Background and Recommendations Report, draft new zones (Business Park Research and Development and Metro Area Zones), and draft updated Citywide Zoning Map.

Acting City Manager Thomas introduced the item. Acting Planning Director Lee presented the report, joined by Associate Planner Kristina Phung and Consultant Holly Pearson, and LWC Consultant Jen Murrillo. LWC Consultants Monica Szydlik and Stefano Richichi were available to respond to questions.

There were the following public speakers:

1. Voltaire Montemayor

2. Sean Morley

3. Kristen Brown

4. Ward Mace

5. Philip Sidles
Councilmember Barbadillo questioned the customary order for updating zoning ordinances in whether they followed a specific plan and general plan or otherwise and asked how differences between the two would be resolved. Interim Planning Director Lee noted they are trying to strike a balance between the central vision and the businesses currently in those districts. He also indicated that non-conforming properties grandfathered in. Councilmember Barbadillo emphasized the importance of consistency between the zoning ordinance and the plans adopted by the city.

Councilmember Phan spoke in support of Councilmember Barbadillo’s comments. He encouraged staff to work with affected businesses, conduct outreach, and report back to the City Council. He more specifically requested in outreach efforts to reach out to major employers in the city that would be affected and work on resolving any concerns.

Councilmember Lien thanked staff for their hard work and cautioned staff to ensure the new updates don’t affect existing business owners.

Vice Mayor Chua echoed councilmember concerns. She asked how staff would ensure these issues wouldn’t happen again. Interim Planning Director Lee noted that future updates would be more specific.

Vice Mayor Chua continued, emphasizing the importance of few limitations in certain areas to bring more businesses to the area.

Further Council Discussion ensued.

No action was taken.

COMMUNITY SERVICES AND SUSTAINABLE INFRASTRUCTURE

13. Receive Presentation from Staff on Storm Drain System Revenue Requirements Analysis (Staff Contact: Christian Di Renzo, Public Works Director, 408-586-2602) Acting City Manager Thomas introduced the item. Public Works Director Di Renzo presented the report, joined by SCI Consulting Group Consultant Jerry Bradshaw, and Principal Civil Engineer Siddiqui.

There were the following public speakers:

1. Voltaire Montemayor

2. Johnny Reed
13 Item # C2.

October 3, 2023 Milpitas City Council Minutes Page 6

Public Works Director Di Renzo and Principal Civil Engineer Siddiqui responded to questions from the City Council.

Councilmember Barbadillo asked for information regarding shared stormwater infrastructure or regulatory obligations.

Vice Mayor Chua asked to return with details on the differences between the varied scenarios and the estimated fees.

No action was taken.

LEADERSHIP AND SUPPORT SERVICES

14. Approve Employment Agreement for the City Manager (Staff Contact: Nick Raisch, Human Resources Director, 408-687-5086)
City Attorney Mutalipassi introduced the item.

There were the following public speakers:

1. Voltaire Montemayor

2. Avery Stark
Councilmembers Phan, Lien, Barbadillo and Vice Mayor Chua offered congratulations to the newly appointed City Manager. City Manager Thomas offered thanks and provided remarks on the future of the city.

After discussion, motion: to approve Employment Agreement for the City Manager.

Motion/Second: Vice Mayor Chua / Councilmember Phan
Motion carried by the following:

AYES: Councilmembers Barbadillo, Lien, Phan and Vice Mayor Chua.

NOES: None
ABSENT: Mayor Montano.

PUBLIC FORUM
The following people spoke under Public Forum:

1. Amrita Nayyar

2. Johnny Reed

3. Avery Stark

4. Stephen Balsbaugh

5. Voltaire Montemayor
ANNOUNCEMENTS AND FUTURE AGENDA ITEMS (10:05 PM)
Councilmember Lien asked to agendize the Main Street International Festival. There was consensus from the City Council to move the item forward.

Councilmember Barbadillo made the following requests:

1. Agendize a discussion of what the City Council can do regarding shoplifting.

2. Consider a possible ordinance or policy regarding solicitations at home.

Both items received consensus to be placed on the future agenda items list.

14 Item # C2.

October 3, 2023 Milpitas City Council Minutes Page 7

ADJOURNMENT

Vice Mayor Chua adjourned the meeting at 9:55 PM.

Draft meeting minutes submitted by City Clerk, Suzanne Guzzetta

15 Item # C2.

TENTATIVE CITY COUNCIL AGENDA ITEM LIST
as of 10/13/2023

November 7, 2023 – Regular Meeting

CLOSED SESSION
 Labor Relations

INVOCATION (Mayor Montano)

PRESENTATION

CONSENT CALENDAR

1. Receive City Council calendar for November 2023 (City Clerk)

2. Approve City Council Meeting minutes of October 17, 2023 (City Clerk)

3. Preview list of items for November 21, 2023 (City Clerk)

4. Councilmember Request List (City Clerk)

5. Commission Appointments (City Clerk)

6. Commission Workplans and Accomplishments

7. BVP Grant (Engineering)

8. Initial Acceptance – District 1 Lot 4 (Engineering)

9. HDL Agreement for Sales Tax services (Finance)

10. Report on Emergency HVAC Repairs (Public Works)

11. Disposition of Fleet and Equipment (Public Works)

PUBLIC HEARINGS

12. 1355 California Circle General Plan Amendment and Zoning Amendment (Planning)

LEADERSHIP AND SUPPORT SERVICES

13. Council Handbook (City Manager / City Clerk)

14. Revenue Measures Discussion (City Manager / Finance)

15. Medical Cannabis Delivery (City Attorney)

16. Council Prioritization Quarterly Update (City Manager)

16 Item # C3.

CITY OF MILPITAS

AGENDA REPORT
(AR)

Item Title: Consider the Recommendation from Mayor Montano for Appointments to and Removals from City Commissions (Contact: Mayor Montano, 408-586-3024) Category: Consent Calendar-Leadership and Support Services Meeting Date: 10/17/2023
Recommendation: Receive the recommendation from Mayor Montano and approve appointment to the Planning Commission and removal from the Parks, Recreation and Cultural Resources Commission, and direct the City Clerk to post the notice of unscheduled vacancy.

Background:

The City of Milpitas has 13 Commissions (including the Measure F Oversight Committee), with members appointed by the Mayor and confirmed by the City Council. The Commissions advise the Milpitas elected officials on a variety of community interests and policy areas.

Any resident interested in serving on a City Commission must complete a Commission Application and submit the form to the City Clerk. Copies of the applications are provided to the Mayor for her consideration. Per Government Code 40605, in a general law city where the office of Mayor is an elective office, the Mayor with the approval of the City Council, shall make all appointments to boards, commissions, and committees unless otherwise specifically provided by statute.

Current Commissioners may seek to be reappointed upon the expiration of their current term, but reappointment to a new term is not automatic. Those Commissioners seeking reappointment must contact the City Clerk and the Mayor to convey their request. Re-appointment must be recommended by the Mayor and confirmed by the City Council.

The Milpitas Commissioner Handbook states that all Commissioners are expected to attend all regular meetings. Commissioners absent from three or more meetings in a year may be subject to removal from the Commission.

Analysis:

Mayor Montano is making the following recommendations for appointment:

Parks, Recreation and Cultural Resources Commission:

1. Remove Yesenia Illescas from a full voting seat with an unexpired term ending June 2025

Yesenia Illescas was appointed as a full voting commissioner on the Parks, Recreation and Cultural Resources Commission on December 6, 2022. Since her appointment, Commissioner Illescas has missed all scheduled meetings.

Planning Commission:

1. Appoint Parveen Gupta to an unexpired term ending December 2024

All recommended Commissioner appointments have been reviewed and confirmed by the City Clerk’s office.

By state law, a Notice of an Unscheduled Vacancy must be posted by the City Clerk to advertise the vacant Commission seats. Final appointment to the board, commission, or committee for the Unscheduled Vacancy shall not be made by the legislative body for at least ten working days after the posting of the notice in the Clerk’s office. The notice of the unscheduled vacancy for the Parks, Recreation and Cultural Resources Commission will be posted Wednesday, October 18, 2023. 17 Item # C4.

Fiscal Impact:

There is no fiscal impact associated with this item.

California Environmental Quality Act (CEQA):

The action is an organizational or administrative activity of the City government that will not result in direct or indirect physical changes in the environment and is not a project pursuant to Cal. Code of Regs., tit. 14, § 15378.

Recommendation:

Receive the recommendation from Mayor Montano and approve appointment to the Planning Commission and removal from the Parks, Recreation and Cultural Resources Commission, and direct the City Clerk to post the notice of unscheduled vacancy.

Attachments:

1. Application for Appointments
18 Item # C4.
19 Item # C4.
20 Item # C4.
21 Item # C4.

CITY OF MILPITAS

AGENDA REPORT
(AR)

Item Title: Accept the FY 2022-23 Commissioners Annual Report for Four (4) Commissions and Oversight Committee and Approve Four (4) City of Milpitas Commission and Oversight Committee Work Plans for FY 2023-24 (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001)
Category: Consent Calendar-Leadership and Support Services Meeting Date: 10/17/2023
Recommendation: (1) Accept the 2022-23 Commissioners Annual Report; and (2) Approve proposed Fiscal Year 2023-24 Work Plans for (a) Community Advisory Commission, (b) Economic Development and Trade Commission, (c) Science, Technology, and Innovation Commission, and (d) Measure F Oversight Committee.

BACKGROUND:

The City of Milpitas has 13 Commissions and Committees, appointed by the Mayor and City Council. On April 16, 2019, the City Council approved the City of Milpitas Standard Commission By-Laws (By-Laws). Per Section 1, titled “Purpose” of the By-Laws, “A Commission serves as an active advisory group to the City Council on a variety of topics as directed by the City Council.” Therefore, annually, City Commissions develop and recommend a work plan to outline tasks, goals, and or projects related to their advisory area. Staff works with commissions to develop their respective workplans and takes them to Council for review and approval.

ANALYSIS:

The Community Advisory Commission; Economic Development and Trade Commission; Science, Technology and Innovation Commission; and Measure F Oversight Committee meet at different frequencies such as monthly, bi-monthly, or specially designated months as determined by their By-Law addenda. Commissions began meeting and discussing their FY 2023-24 workplans and have prepared new work plans.

Commission accomplishments for and carry-overs from Fiscal Year 2022-2023 are as follows:

Commission Accomplishments

Community Advisory Commission
The Community Advisory Commission (CAC) serves as an advisory body on matters affecting Milpitas residents, especially those relating to community improvement. The CAC also evaluates and makes recommendations to the City Council on diverse issues including City-wide beautification, which includes community and neighborhood clean-ups and reviewing issues related to neighborhood abatement. CAC also advises City Council on recommended funding for the annual Community Development Block Grant program.

The Community Advisory Commission (CAC) met ten times during fiscal year 2022-2023. The CAC successfully accomplished the Commission’s work plan goals. Notably, the Commission held two Spring Cleaning Day events, the first at Mobilodge mobile home park and the second at the Pioneer mobile home park. Both events brought 40+ volunteers out to the community to help mobile home residents with critical clean-up around their community. The Commission also held their annual Community Engagement & Affordable Housing and Building Safety month event to celebrate Affordable Housing month and the City’s progress on affordable housing. Lastly, the Commission continued to provide critical feedback to staff and Council on the Community Development Block Grant Program (CDBG). Through the Commission’s guidance, staff was able to adopt the 2022-2025 Consolidated Plan and 2022-2023 Annual Action Plan allocations which brought over $650,000 in federal funding to the City’s low and moderate-income residents.

Economic Development and Trade Commission
The Economic Development and Trade Commission advises the City Council on business issues, cultivate international trade and commerce opportunities, and makes recommendations on the design, development, 22 Item # C5.

and implementation of economic development in Milpitas. The Economic Development and Trade Commission (EDTC) met eight times during Fiscal Year 2022-2023. During the fiscal year, EDTC had significant accomplishments. They include, but are not limited to, the following: strategized on commission roles, involvement, and how to support Office of Economic Development staff, participated in the 6th Annual Manufacturing Day event and the newly created Zoning Advisory Committee, provided input on the planned Job Fair event, Innovation District Branding Initiative, Gateway-Main Street Specific Plan, and Milpitas business layoffs, and also received Brown Act Training, and American Rescue Plan Act (ARPA) updates on the Economic Vitality Investment Framework.

FY 2022-23 Work Plan Item Accomplished Carryover Notes
Economic Development Strategy X X 58% complete on the 5-year plan American Rescue Plan Act (ARPA)
Economic Vitality Framework X X Ongoing
Main Street Revitalization X Ongoing
Workforce Development & Education X X Ongoing
Innovation District X X
Consultant agreement executed and
Branding Initiative is ready to be
launched
International Trade & Commerce X X Annual attendance at US Economic Summit with Go-Biz
Manufacturing Day 2022 X Annual event

Science, Technology and Innovation Commission
The Science, Technology and Innovation Commission advises the City Council on matters of telecommunications policy, legislation, and implementation at the local, state, and federal levels. The Commission also considers and recommends information technology services that benefit the Milpitas community.

22-23 Workplan Item Accomplished Carryover Notes
Smart City Initiatives X Research and recommend Smart City projects
 Received presentation on Smart
City Initiatives
Comprehensive Internet Connectivity
Plan
X Develop strategy to ensure digital
access and literacy across the Milpitas
community
 Received Milpitas internet providers
research report
City of Milpitas MUSD Innovation
Center Partnership
X Continued partnership with MUSD for
Innovation Center Programs
 Received Innovation Campus tour
report
IT Technology Projects X Review and provide feedback on Technology Projects
 Received Fire Station #2 tour &
technology report
 Received new City Website
presentation
 Received Police Dispatch Center
and IT Datacenter tour report
23 Item # C5.

Measure F Oversight Committee
The Measure F Oversight Committee advises the Council by Committee motion regarding staff recommendations, a report furnished and approved by the Committee, and/or at a City Council meeting.

FY 2022-23 Work Plan Item Accomplished Carryover Notes
As part of the development of the
budget, review the projected
revenues and recommended
expenditures for the funds generated
by Measure F
X X Ongoing
Towards the end of the Fiscal Year
review status of programs and
services, funded wholly or partially
with proceeds from Measure F
X X

Ongoing

Receive presentation from the City’s
independent financial auditor
X X

Ongoing

Receive presentation from the City’s
sales and use tax consultant
X X

Ongoing

FISCAL IMPACT:

Each Commission, except for Measure F Oversight Committee is allocated $1,000 annually by the City Council in the adopted budget. These funds are budgeted and approved as part of the FY 2023-24 budget and are to be used towards City Council approved tasks and projects, and administrative costs related to the Commission.

California Environmental Quality Act (CEQA):

By the definition provided in the California Environmental Quality Act (CEQA) Guidelines Section 15378, this action does not qualify as a “project” for the purpose of CEQA.

RECOMMENDATION:
(1) Accept the 2022-23 Commissioners Annual Report; and (2) Approve proposed Fiscal Year 2023-24 Work Plans for (a) Community Advisory Commission,
(b) Economic Development and Trade Commission,
(c) Science, Technology, and Innovation Commission, and (d) Measure F Oversight Committee.

Attachment(s):

1. Community Advisory Commission FY 23-24 Workplan

2. Economic Development and Trade Commission FY 23-24 Workplan

3. Science, Technology and Innovation Commission FY 23-24 Workplan

4. Measure F Oversight Committee FY 23-24 Workplan
24 Item # C5.

MILPITAS COMMUNITY ADVISORY COMMISSION
FY 2023-2024 WORK PLAN
Work Plan Goals: Serve as an advisory body on matters affecting Milpitas residents, especially those relating to community improvement.

Topic/Advisory Area Tasks Required Resources Begin
Discussion Deadline
A. CDBG public meeting
process
Staff

1. Present informational workshop for
commissioners

2. Prepare application packages

3. Coordinate with CDBG applicants to attend
the meeting

CAC

1. Review prepared application packages for a
public meeting

2. Make recommendations for CDBG service
areas to the City Council

3. Receive periodic updates from staff
Time: Commission, Staff,
CDBG Applicants
Budget: Refreshments
September March
B. Spring Cleaning Day

1. Commissioners discuss the location for the
event

2. Staff coordinates with community organizers
to present logistics for the event and
volunteers

3. Staff will coordinate trash receptacles and
other necessities for the event
Time: Commission, Staff,
Community Organizers
Budget: Outreach materials,
refreshments for volunteers,
certificates of appreciation
for volunteers
October April
C. National Night Out

1. Staff coordinates with Milpitas PD to
present about National Night Out

2. Commissioners discuss outreach strategies
for the event and determine areas to
engage
Time: Commission, Staff,
Police Department
Budget: Outreach materials,
flyer printing (if event is held
by the CAC)
April August
D.

Neighborhood
Beautification Awards

1. Commissioners discuss award categories,
criteria, application window, and logistics.

2. Commissioners conduct community
outreach

3. Commission reviews applicants and votes
for winners of each award category
Time: Commission, Staff
Budget: Award plaques for
winners
August October
25 Item # C5.

4. Staff coordinates the presentation of award
winners to the City Council
E.

Community Engagement
& Affordable Housing
and Building Safety
Month

1. Commissioners coordinate with staff to
promote Affordable Housing and Building
Safety Month

2. Commissioners conduct outreach for
activities, workshops, and community
events

3. Commissioners provide a forum to engage
with residents on community needs and
resources
Time: Commission, Staff
Budget: Outreach materials
March May
26 Item # C5.

Approved by City Council October __, 2023

ECONOMIC DEVELOPMENT & TRADE COMMISSION (EDTC)
WORK PLAN FY 2023-2024

EDTC Mission Statement:

Advise the City Council on business issues, cultivate international trade and commerce opportunities, and make recommendations on the design, development, and implementation of economic development in Milpitas.

Topic/Overall Goal Specific Action(s) Required Schedule Project Status

Economic Development Strategy Implement Strategies and Actions: Storefront Improvement Grant Program, Business Improvement District (BID), economic indicators, branding/marketing assets, improving & updating website, & demonstration project policy.
 EDTC Commissioners may volunteer as ambassadors to assist in formal and informal business outreach as directed by staff, particularly along Main Street  EDTC Commissioners may participate and present at Chamber of Commerce events such as breakfast and lunch convenings

American Rescue Plan Act (ARPA)
Economic Vitality Framework
Economic Vitality: support re-building the Milpitas economy through a Small Business Assistance Grant Program, Workforce Development, Financial Assistance to Chamber & Hotels, Main St. Revitalization & Limited Term Economic Development Specialist.  EDTC Commissioners may provide expertise and feedback on hospitality and workforce development matters
 Volunteer ambassadors may help with business outreach for re-building the Milpitas economy

Main Street Revitalization

Main Street Revitalization will encourage economic vitality, enhance business marketability, increase property values, and attract people and new businesses.  Economic Development Strategy 31: Position Midtown as a community destination for independent retail & restaurants and Implementation Action 9.1:

Implement Pilot Storefront Improvement Grant Program under Retail and Restaurant Strategies
 Business Improvement District Feasibility Analysis

Workforce Development &
Education
Promote a diversified workforce and provide training opportunities for Milpitas residents.  COVID-19 Workforce Recovery implementation, education/outreach on Phase II  FlexFactor Initiative - Workforce dev./training to Milpitas High School students  City/MUSD MOU - Workforce/Educ., MFG Day, career fair, business outreach

27 Item # C5.

Approved by City Council October __, 2023
 As directed by staff, EDTC Commissioners may help facilitate opportunities with MUSD, engage with Milpitas High School students, and leverage networks at San Jose State University, San Jose City College. Evergreen Valley College, NextFlex, etc.

Innovation District Market development opportunities with the real estate development & brokerage communities & business attraction in the emerging technologies arena.

International Trade & Commerce Support business expansion into global markets, attract foreign investment through information gathering, needs assessment, & cultivate relationships w/service providers.  Provide expertise and feedback on the draft International Trade and Commerce work effort
 Help facilitate trade events, including hosting dignitaries, trade missions, attending trade shows, etc.

Manufacturing Day 2023 Manufacturing Day 2023: Focus on career opportunities in tech/advanced manufacturing, impacts of onshoring of jobs and supply chain disruption on Milpitas and Silicon Valley manufacturing industry.
 Continue to partner with the Office of Economic Development to support Manufacturing Day 2023 by participating as program speakers; event promotion and marketing; leveraging networks, and/or providing feedback.

28 Item # C5.

City of Milpitas
Science, Technology and Innovation Commission
23-24 Workplan

City of Milpitas Science, Technology and Innovation Commission advises the City Council on matters of telecommunications policy, legislation, and implementation at the local, state, and federal levels. The Commission also considers and recommends information technology services that benefit the Milpitas Community.

Topic/Advisory Area Tasks STATUS
IT Technology
Projects
Review and provide feedback on Technology Projects Carryover City of Milpitas -
MUSD Innovation
Center Partnership
Commission to establish partnership with the MUSD
Innovation Center
Carryover
Emergency
Communications
Research and identify emergency communication
systems used by the city and provide feedback
NEW
Artificial Intelligence Research technology and necessary policies in the areas of Artificial Intelligence
NEW

29 Item # C5.

Measure F Oversight Committee FY 2023-24 Work Plan
The Measure F Oversight Committee advises the Council by Committee motion regarding staff recommendations, a report furnished and approved by the Committee, and/or at a City Council meeting.

Tasks Required Resources Goal Deadline
As part of the development of the budget, review the projected revenues and recommended expenditures for the funds generated by Measure F Committee, Staff Ongoing Towards the end of the Fiscal Year review status of programs and services, funded wholly or partially with proceeds from Measure F Committee, Staff Ongoing Receive presentation from the City’s independent financial auditor Committee, Staff Ongoing
Receive presentation from the City’s sales and use tax consultant Committee, Staff Ongoing

30 Item # C5.

CITY OF MILPITAS

AGENDA REPORT
(AR)

Item Title: Receive Recommendations from Staff regarding a Proposed Joint Powers Authority (JPA) Agreement for the Cities Association of Santa Clara County and Approve Direction on Feedback to the Cities Association Board (Staff Contact:

Ned Thomas, City Manager: 408-586-3059)
Category: Consent Calendar-Leadership and Support Services

Meeting Date: 10/17/2023
Recommendation: Receive recommendations from staff regarding a Proposed Joint Powers Authority (JPA) Agreement for the Cities Association of Santa Clara County (CASCC) and approve direction to staff and Mayor Montano, as the City’s representative to the CASCC, to oppose the formation of a Joint Powers Authority at this time.

Background:

Over thirty years ago, the cities and towns in Santa Clara County (“Member Agencies”) established the Cities Association of Santa Clara County (CASCC) to improve cooperation and collaboration on issues of common interest. The intent was to consolidate and maintain the functions and purposes of the Inter-City Council, the Santa Clara County Mayor’s Conference, and the City Selection Committee for Santa Clara County. The cities and towns entered into an informal agreement to provide some structure and outline the purpose and function of the CASCC, eventually adopting bylaws and operating as an unincorporated association.

In 2017, the CASCC began reviewing its organizational structure. In August 2020, the CASCC Board voted 12 ayes with three absences (Los Altos Hills, Monte Sereno, San José) to take the necessary steps to form a joint powers authority. The vote took place after a presentation considering both a JPA and a 501(c)4.

The presentation noted that:
• Since CASCC formation, California and federal law has changed. • CASCC was not originally registered as a governmental entity and attempts to do so with the IRS have been unsuccessful.
• CASCC is growing with respect to its responsibilities and involvement in projects of mutual interest (e.g., Planning Collaborative, SCSC Airplane Noise Roundtable, Silicon Valley Clean Energy, City Selection Committee).

At present, the CASCC is again proposing a Joint Powers Authority (JPA) Agreement that they contend would limit the potential liability of Member Agencies and to provide increased clarity relating to tax status and governmental immunities. (Though it has not been clearly established that this new form of organization is necessary to accomplish either of these goals). Attachment A is the proposed Draft JPA Agreement.

On September 14, 2023, the CASCC Board approved a motion to request that individual Board members seek input from their respective Member Agencies on the proposed JPA. To form a joint powers authority, a JPA would need to be approved by the CASCC Board of Directors and then executed by each Member Agency that wishes to join. Cities and towns throughout Santa Clara County will be similarly considering the proposed JPA, though none have indicated that they are likely to approve the Agreement as drafted. Milpitas City staff have lingering concerns with the JPA, as outlined in the Analysis section of this report, and we have provided recommendations for potential changes per Council direction. Should Council accept these recommendations and propose changes to the Agreement, staff will convey this feedback to CASCC. CASCC may then consider revising the draft Agreement in response to this feedback. 31 Item # C6.

Currently, the CASCC appoints members to a variety of regional boards. This function falls under the City Selection Committee established by state statute and will continue regardless of the formation of a JPA, unless the local agencies determine otherwise. The appointments include the Airport Land Use Commission, the Association of Bay Area Governments (ABAG), ABAG Regional Planning Committee, Bay Area Air Quality Management District (BAAQMD), Sourcewise, the Local Agency Formation Commission (LAFCO), Metropolitan Transportation Commission (MTC), Santa Clara County Local Board CAL-ID-RAN, Santa Clara County Emergency Operational Area Council (EOAC), Silicon Valley Regional Interoperability Authority (SVRIA), Recycling Waste & Reduction Commission (RWRC), Redevelopment Dissolution Countywide Oversight Board of Santa Clara County, and Measure A (Housing Bond) Independent Citizens’ Oversight Committee. Participation in the City Selection Committee is governed by Government Code section 50207, which requires “the membership of each such city selection committee shall consist of the mayor of each city within the county.” Thus, the Mayor of Milpitas will continue to be a member of the City Selection Committee regardless of whether Milpitas chooses to become a member of the proposed JPA.

Over the past two years, the CASCC conducted outreach and sought input from City and Town Attorneys, as well as City Managers. This outreach included circulating the Draft Agreement and attending meetings. There was extensive feedback and input from the City and Town Attorneys and City Managers, some of which has been incorporated into the Draft Agreement. On September 14, 2023, the Draft Agreement was considered by the CASCC Board. In response to various issues raised at the meeting, the CASCC Board directed that the Draft Agreement be revised to clarify that the JPA would not hire employees. The CASCC Board further directed that the Draft Agreement be revied to provide some language permitting but not requiring the CASCC Board to appoint a working committee composed of professional staff from the member cities to review new initiatives and provide input to the CASCC Board. With these changes, the CASCC Board unanimously approved transmittal of the Draft Agreement to the City and Town Councils of the proposed Member Agencies for their consideration. The CASCC Executive Board has expressed a goal of finalizing the JPA in November.

Despite the CASCC Board’s amendments and adoption of the JPA agreement, many of the region’s City Managers and City Attorneys see significant potential problems with the JPA agreement as written.The City Manager and City Attorney of Milpitas share these concerns.

Analysis:

Development of the proposed JPA Agreement has been led by CASCC’s Executive Board (to be renamed the Executive Committee with the proposed JPA). Executive Board members have spent significant time and effort, working with their Executive Director and General Counsel to draft the agreement, seek input, and respond to feedback to date. CASCC has incorporated many suggestions into the draft Agreement, and staff appreciates their effort to address the issues raised. At this point, staff is recommending a few remaining issues for Council to consider in determining whether to request changes from CASCC:

1. JPA Alternatives – CASCC has indicated it is seeking to become a JPA to ensure governmental immunities and decrease liability for member agencies. There are alternative ways of avoiding liability, such as refraining from hiring employees and avoiding involvement in initiatives without sufficient management or checks and balances. Over time, CASCC has also been challenged to maintain financial and organizational management given limited resource allocation and oversight. If the CASCC was to continue as an unincorporated association, one alternative could be that cities provide greater in-kind support such as acting as fiscal agent and/or providing other services to assist with the ongoing functions of the organization. Staff recommends that this option could be referred to the city managers and city attorneys, in their respective groups, for further consideration and development.

2. Scope and Purpose – Article 7 of the Draft Agreement outlines activities that the JPA would be prohibited from engaging in, such as purchasing real property, hiring employees, and issuing debt. Beyond these specific functions, the language describing what the JPA can do (Articles 2 and 6) — its purposes and powers — is very broad. Staff recommends that these activities should be further limited, either by adding prohibited activities or by more tightly defining the JPA’s specific purposes and powers. This may also include recommendations on the level of consensus required before the JPA were to represent positions on issues or undertake new initiatives. For example, whether a simple majority or supermajority should be required for action.
32 Item # C6.

3. Fiscal Management –
a. Timing and Ability to Provide Budget Input. Article 8 of the Draft Agreement grants responsibility for developing an annual budget to the Board. However, it does not specify an opportunity for member agencies to review and provide input to budget decisions. The Silicon Valley Regional Interoperability Authority (SVRIA), used as a model for the JPA, established a Working Committee consisting of member agency staff and assigns to the Working Committee responsibility for ensuring preparation and establishes deadlines for distribution of the budget to members. This ensures member agencies can provide timely input to the JPA budget preparation. Staff recommends that the proposed JPA include a similar Working Committee to support preparation of the annual budget. b. Cost Allocation Specificity. The Draft Agreement does not specify cost allocations to Member agencies. While CASCC representatives have indicated no plans to change current fees and allocations to individual cities, neither the initial structure for dues nor a process for future changes are stated. Staff recommends that the JPA should establish clearly defined cost allocations and a process for changes to provide cities and towns greater clarity when making decisions about becoming a JPA member.

c. Weighted Voting. The proposed JPA organization would allow smaller cities to have an amplified voice in the organization disproportionate to the population of the agency member and the value of the annual dues or potential in-kind support offered to the organization. Staff recommends that the Board membership should mirror the dues structure such that the number or weighted value of votes allowed for an agency member should increase based on that jurisdiction’s population and the amount of dues paid by that jurisdiction.

4. Undertaking New Initiatives/Programs – In Article 15 of the Draft Agreement, the definition of a significant program assumes the JPA’s ability to determine whether an activity will require $10,000 or more annually.

In response to feedback received, the Draft Agreement authorizes the Board to appoint a Working Group to study a significant activity and provide input to the Board. However, the need to establish a Working Committee when an opportunity has already been presented would likely be a barrier to implementation, versus establishing a Working Committee in advance, responsible for identifying what may constitute a significant program, and advising the Board on issues that may not initially appear to be significant.

In its discussions, CASCC has indicated the Executive Committee would serve this function in lieu of a Working Committee. However, given the breadth of powers proposed for the JPA, staff recommends that a Working Committee comprised of staff from Member agencies be required to advise the Board. Some initiatives can appear no-cost or low cost when first suggested, only later becoming clear to require significant time and/or funding to implement. A staff-level Working Committee would provide professional expertise on a range of topics can support decision-making and help ensure focus of JPA resources.

5. Contract/Contractor Oversight and Performance Review – The contractual professional services provided by the Executive Director, General Counsel, Auditor, and potentially other services are described in Article 14. The draft Agreement does not specify, however, the responsibilities of the Board and Executive Committee for the selection, performance evaluation, and potential termination of the contractors providing these services. Absent a member agency staff structure for supporting these duties, this can be a difficult function for the Board and Executive Committee to perform.

6. Executive Committee Authority – Decisions other than the annual budget are largely left to the Executive Committee (see Article 11 of the Draft Agreement). This creates the potential that Executive Committee decisions and activities may not align with the Board or some of the individual member agencies.

Two questions that have never been fully explained are the exact function of the new JPA and how that function is not duplicative of other organizations in the area. Aside from the Cities Association Selection Committee, the Cities Association does not seem to have any unique function within the community. The League of Cities has a regional legislative advocacy group that is generally successful at the legislative advocacy functions that the Cities Association seeks to undertake. If this is the case, then the cost-benefit of 33 Item # C6.

forming a JPA is questionable given the extraordinary costs associated with the formation and management of a JPA that duplicates work already successfully been undertaken at the League.

There is also an issue regarding potential divergent interests that needs further consideration. For example, members of the Cities Association have had divergent positions on the flight paths of aircraft. With an unincorporated association, members who disagree with the path taken by the Cities Association can easily leave the association. This will not be true once a JPA is formed. Members may find themselves in a position where they cannot easily leave the JPA (without incurring substantial liabilities) even though the JPA is actively taking positions that would negatively affect the member’s constituents. This could be a substantial problem when it comes to especially controversial regional issues.

Staff recommends that the Council oppose the formation of the JPA at this time. Staff further recommends that the Council approve the recommendations outlined above, which will be communicated to CASCC as requested revisions to the draft Agreement.

Fiscal Impact:

The primary fiscal impacts are related to the future dues structure and cost allocation that would be associated with the JPA. Since the Draft Agreement does not define this, there is the potential that future costs may vary from current contributions. Milpitas’ Membership Dues to CASCC in FY22-23 and FY23-24 were $19,665. The CASCC reported a budget of $293,403 total revenues and $212,159 total expenses for fiscal year FY2022-23.

Future dues will be established after approval of the JPA, and the CASCC has stated that no changes are anticipated. Long-term costs are unknown.

California Environmental Quality Act:

Council consideration of and direction on the Draft Agreement will not cause physical changes to the environment and does not constitute a ”Project” under the California Environmental Quality Act (CEQA).

Recommendation:

Staff recommends that Council oppose the formation of the proposed JPA at this time, and approve the recommendations outlined in the Analysis section above, which will be communicated to the CASCC Board as requested revisions to the draft Agreement.

Attachments

1. Attachment A: Draft Agreement

2. Attachment B: City Managers Questions and CASCC Answers

34 Item # C6.

1 JOINT POWERS AGENCY AGREEMENT FOR CITIES ASSOCIATION OF SANTA CLARA COUNTY This Joint Powers Agreement (“Agreement” or “JPA”) for the Cities Association of Santa Clara County is entered into by and among the cities (“Members”), which are organized and existing under the Constitution and laws of the State of California in which public agencies are located in the County of Santa Clara, and upon approval and full execution of the Agreement, creates the Cities Association of Santa Clara County Joint Powers Agency (“Agency”). RECITALS WHEREAS, Articles 1 and 2, Chapter 5, Division 7, Title 1 of the California Government Code (Section 6500 et seq.) permit two or more public agencies by agreement to jointly exercise powers common to the Members; and WHEREAS, the public agency Members executing this JPA are cities or towns within the jurisdiction of the County of Santa Clara (“County”); and WHEREAS, the Cities Association of Santa Clara County has existed as an unincorporated association since 1990 and desires to formalize the relationship between its City and Town members and form a Joint Powers Agency in order to carry out activities for the good of all its Members; and WHEREAS, the Members executing this Agreement, desire to join together to create a separate Joint Powers Agency for the purpose of promoting cooperation among the Members; advocating for positive action; enhancing the quality of life for the residents of the County and their individual cities; and encouraging other joint and cooperative endeavors among the public agencies for their mutual benefit. NOW, THEREFORE, the Parties agree to the following: AGREEMENT ARTICLE 1 - DEFINITIONS 1.1 “Associate Member” shall mean any non-city local agency, located within jurisdictional authority of the County of Santa Clara, and shall have duly executed and delivered to the Agency an Associate Membership Agreement in the form of and as further provided in the Bylaws of the Agency, as further provided in Article 32 herein. 1.2 “Agency” shall mean the Cities Association of Santa Clara County Joint Powers Agency created by this Agreement. 1.3 “Board of Directors” or “Board” shall mean the governing body of the Agency. 1.4 “Executive Committee” shall mean the Executive Committee of the Board of Directors of the Agency. 35 Item # C6.

2 1.5 “Fiscal Year” shall mean that period of twelve (12) months which is established by the Board of Directors or the Bylaws as the fiscal year of the Agency, which shall run from July 1 to June 30 of each year. 1.6 “Government Code” shall mean the California Government Code, as amended. 1.7 “Joint Powers Law” shall mean Articles 1 and 2, Chapter 5, Division 7, Title 1 (commencing with Section 6500) of the Government Code, known as the Joint Exercise of Powers Act, as amended. 1.8 “Legislative Body” shall mean the legislative board of each Public Agency that is a Member of the Agency. 1.9 “Member” shall mean any city which has executed this Agreement and has become a member of the Agency. The complete list of Members is set forth in Exhibit “A” attached hereto and incorporated herein by this reference. 1.10 “Parties” shall mean Members or Associate Members who are party to this Agreement. 1.11 “Public Agency” shall mean public agency as defined in Government Code Section 6500, as amended. 1.12 Unless the context clearly requires otherwise, as used in this Agreement, words of the masculine, feminine or neutral gender shall be construed to include each other gender, when appropriate, and words of the singular number shall be construed to include the plural number, and vice versa, when appropriate. This Agreement and all the terms and provisions herein shall be construed to effectuate the purposes set forth and to sustain the validity of those purposes. ARTICLE 2 - CREATION AND PURPOSES 2.1 This Agreement is entered into by the Members in order to: 2.1.1 Review, study, develop consensus positions, and take action on issues of interest to Members; 2.1.2 Focus on local and regional matters that are important to our future; 2.1.3 Develop a common agenda for Santa Clara County cities; 2.1.4 Serve as a unified voice for Santa Clara County cities in relationship to other agencies, organizations, and levels of government; 2.1.5 Establish and administer the City Selection Committee pursuant to Government Code Section 50270 et seq., as amended and make appointments to regional and local bodies as provided by law; 2.1.6 Serve as a source of education, information, and networking for officials from all cities in Santa Clara County; 36 Item # C6.

3 2.1.7 Provide a forum for non-city individuals, groups and organizations and the private sector to address items of interest to Santa Clara County cities; 2.1.8 Reduce duplication of effort by sharing information and provide a unified voice and strong advocacy on legislation and other important issues that affect its Members; 2.1.9 Strengthen the Members’ and Agency’s standing at the regional, State and Federal level; 2.1.10 Strive to respect local control, provide regional perspective, and make a difference to elevate the quality of life throughout the County; 2.1.11 Provide a forum for discussion and study of problems common to the Members and to assist in the development and implementation of solutions to such problems; 2.1.12 Provide a method for the Members to collaborate and jointly develop policies that benefit the region; and 2.1.13 Collaborate in such a way that is efficient, saves the jurisdictions the expense of individual effort, and creates positive outcomes. ARTICLE 3 - PARTIES TO AGREEMENT Each Member, as a Party to this Agreement, intends to and does contract with all other Members as Parties to this Agreement and, with other Public Agencies as may later be added as Parties to this Agreement pursuant to the Joint Powers Law. The withdrawal of any party from this Agreement, pursuant to Article 20, shall not affect this Agreement or the remaining Members’ obligations. ARTICLE 4 – FORMATION; TERM This Agreement shall become effective when fully executed and returned to the Agency by at least eight (8) Members, but only as to those Members that have executed the Agreement. The Agency shall promptly notify all Members in writing of the effective date. After one full year after the initial formation of the Agency, should the membership fall below seven (7) Members due to the withdrawal of Members and the membership level remains at below seven (7) Members for a period of at least one (1) year and a similar joint powers authority, with the same or similar powers and functions is formed containing a majority of cities in the County of Santa Clara, the Agency shall change its name and permit the new organization to take on the name of the Agency. Notwithstanding the name change, this Agreement shall continue in effect until terminated as provided herein. The termination of this Agreement with respect to an individual Member upon its withdrawal from membership in the Agency shall not operate to terminate this Agreement with respect to the remaining Members. ARTICLE 5 - CREATION OF THE AGENCY Pursuant to the Joint Powers Law, there is hereby created a public entity, separate and apart from the Parties hereto, to be known as the “Cities Association of Santa Clara County Joint Powers 37 Item # C6.

4 Agency” with powers as are set forth herein. Upon formation of the Agency as described in Article 4, the Cities Association of Santa Clara County, an unincorporated association shall follow the process of dissolution and cease to exist. ARTICLE 6 - POWERS OF THE AGENCY 6.1 Subject to the terms of this agreement, the Agency shall have all of the powers of a public agency as defined in the Government Code Section 6500 as amended and all additional powers set forth in the Joint Powers Law and other statutes applicable to the Joint Powers Agency created hereby and is authorized to do all acts necessary for the exercise of these powers on behalf of its Members. Powers include, but are not limited to, the following, in the Agency’s own name: 6.1.1 To make and enter into contracts; 6.1.2 To incur debts, liabilities, and obligations and to encumber personal property; 6.1.3 To acquire, hold, or dispose of personal property, contributions, and donations of personal property, funds, services, and other forms of assistance from persons, firms, corporations, and government entities; 6.1.4 To sue and be sued in its own name, and to settle any claim against it; 6.1.5 To receive and use contributions and advances from Members as provided in Government Code Section 6504, as amended including contributions or advances of personnel and equipment; 6.1.6 To invest any money in its treasury that is not required for its immediate necessities, pursuant to Government Code Section 6509.5, as amended; 6.1.7 To acquire, construct, manage, maintain, or operate title to personal property, or rights, or any interest therein; 6.1.8 To retain the services of agents, contractors, and consultants; 6.1.9 To receive, collect, and disburse monies; 6.1.10 To conduct studies, tests, evaluations, and similar activities; 6.1.11 To contract for services from Members, including in-kind services; 6.1.12 To conduct public outreach and education; 6.1.13 To participate in pilot and demonstration projects; 6.1.14 To charge for services, programs, and/or systems; 6.1.15 To work with elected officials and local, regional, state, and federal agencies, including other joint powers agencies and unincorporated associations to pursue funding, enter agreements and otherwise carry out the purposes of the Agency; and 38 Item # C6.

5 6.1.16 Subject to this Agreement or the Bylaws of the Agency, and only as authorized by the Joint Powers Law, to exercise other reasonable and necessary powers in furtherance or support of any purpose of the Agency. ARTICLE 7 - RESTRICTIONS ON POWERS 7.1 Pursuant to and to the extent required by Government Code Section 6509, as amended, the Agency shall be restricted in the exercise of its powers and shall exercise its powers in the same manner as the Town of Los Gatos is restricted in its exercise of similar powers; provided that, if the Town of Los Gatos shall cease to be a Member, then the Agency shall be restricted in the exercise of its power in the same manner as another Member agreed to by the majority of the Board of Directors. Unless expressly provided for, the Agency does not, by virtue of this Section or this Agreement, subject itself to the internal policies or ordinances of any Member. 7.2 The Agency shall not have the power of eminent domain. 7.3 The Agency shall not have the power of taxation. The Agency may not impose taxes but may receive the proceeds of taxes imposed by other entities or public funds from other entities. 7.4 The Agency shall not have the power to acquire, purchase, hold or dispose of real property. 7.5 The Agency shall not have the power to hire employees. 7.6 The Agency shall not have the power to issue debt. ARTICLE 8 - BOARD OF DIRECTORS 8.1 The Agency shall be governed by the Board of Directors, which shall be composed of one Director representing each Member. Each Member’s Legislative Body, according to its own procedures, shall appoint a Member of the Legislative Body as a Director to represent the Member on the Board of Directors. The Director shall serve at the pleasure of their respective Legislative Body. The Legislative Body of each Member shall also appoint one alternate Director (“Alternate”) who shall participate in and vote at any meeting of the Board when the primary Director is absent. Any vacancy in a Director or Alternate position shall be filled by the appointing Member’s Legislative Body, subject to the provisions of this Article. Immediately upon admission of a new Member, the new Member shall be entitled and required to appoint a Director and one alternate Director. Every Director or Alternate shall be a Council Member or Mayor of their individual Member city. 8.2 A Director and/or Alternate shall be removed from the Board of Directors upon the occurrence of any one of the following events: (1) the Agency receives written notice from the appointing Member of the removal and/or replacement of the Director or Alternate; (2) the withdrawal of the Member from this Agreement; (3) the death or resignation of the Director or Alternate; (4) the Agency receives written notice from the Member that the Director or Alternate is no longer qualified as provided in the first paragraph of this Article 8; or as set forth in Article 21. 39 Item # C6.

6 8.3 The Board of Directors shall have the following powers and functions: 8.3.1 Except as otherwise provided in this Agreement, the Board shall exercise all powers and conduct all business of the Agency, either directly or by delegation to other bodies or persons; 8.3.2 The Board shall elect an Executive Committee, as provided in Article 11; 8.3.3 The Board shall be the policy setting body of the Agency; 8.3.4 The Board shall appoint or retain the services of necessary agents, consultants, or independent contractors in accordance with Article 14; 8.3.5 The Board shall cause to be prepared, and shall review, modify as necessary, and adopt the annual operating budget of the Agency. Adoption of the budget may not be delegated. The Board shall adopt their budget no later than the first April 30th following formation and then subsequently by April 30th of each successive year. The Board shall review, set, and adopt annual dues to be funded by Agency Members; 8.3.6 The Board shall receive, review and act upon periodic reports and audits of the funds of the Agency, as required under Article 16 of this Agreement; 8.3.7 The Board may adopt policies regarding personnel, conflicts of interest and other matters necessary or convenient for the efficient operation of the Agency; 8.3.8 The Board shall adopt a set of priorities and work plan for each fiscal year; and 8.3.9 Subject to the terms of this Agreement, the Board shall have such other powers and duties as are reasonably necessary to carry out the purposes of the Agency. ARTICLE 9 – MEETINGS OF THE BOARD OF DIRECTORS 9.1 The Board of Directors shall hold at least one regular meeting each year. The Board of Directors shall fix by resolution, or in the Bylaws, the date, time, and location of each regular meeting. The Board or Executive Director, in consultation with the President of the Board as provided in Article 10 below, may call special meetings. 9.2 Each meeting of the Board of Directors, including without limitation, regular, adjourned regular and special meetings shall be called, noticed, held, and conducted in accordance with the Ralph M. Brown Act, Government Code Section 54950 et seq., as amended. 9.3 The Agency shall require the Secretary/Treasurer or designee to take and maintain minutes of all regular, adjourned regular and special meetings. As soon as practicable after each meeting, the Secretary/Treasurer or designee shall forward to each Board Member, a copy of the minutes of the meeting. 9.4 A majority of the Members of the Board shall constitute a quorum for the transaction of business. Unless otherwise required by law, a vote of the majority of a quorum of the members 40 Item # C6.

7 present at a meeting is sufficient to take any action, unless otherwise specified in this Agreement. However, less than a quorum may adjourn the meeting to a future date. 9.5 Each Member of the Board shall have one vote. ARTICLE 10 - OFFICERS The Board shall elect as Officers of the Agency President, First Vice President, Second Vice President, Secretary/Treasurer, and Immediate Past President at its first meeting. Thereafter, except as may be otherwise provided in the Bylaws of the Agency, the Board shall elect the President, First Vice President, Second Vice President, Secretary/Treasurer, and Immediate Past President, at the November Board of Directors meeting, or the first meeting held on or after November 1 of each year. Of the Officers, the President, and at least two other Officers, must also be members of the Board of Directors. The remaining Officers may be the elected or appointed Mayor or Council Member of any Member of the Agency regardless of whether they are on the Board of Directors. Each Officer shall assume the duties of his or her office upon election. If the President ceases to be a Member of the Board, the resulting vacancy shall be filled at the next meeting of the Board held after the vacancy occurs, or at a special meeting of the Board called to fill the vacancy. The President shall preside at and conduct all meetings of the Board. Should the Board President not be available then the highest-level Officer, who is a member of the Board of Directors, shall preside. If that individual is unavailable, then any Director appointed by the President may preside. The Board may appoint other officers as it considers necessary. The duties of the Secretary/Treasurer are set forth in Articles 16 and 17 of this Agreement. The Secretary/Treasurer shall be appointed by the Board of Directors and shall be eligible to serve as Secretary/Treasurer, as provided in the Joint Powers Law. ARTICLE 11 - EXECUTIVE COMMITTEE At such time as there are nine Members, the Board shall establish and elect an Executive Committee of the Board which shall consist solely of three (3) Officers consisting of the President, First Vice President, and Secretary/Treasurer, which shall exist thereafter. At such time as there are 11 Members, the Board shall establish and elect an Executive Committee of the Board which shall consist solely of five (5) Officers, with the addition of the Immediate Past President, which shall exist thereafter. Should the Immediate Past President no longer hold elected office then a Member at Large may be appointed by the Board to serve on the Executive Committee. The qualifications of the Member at Large are that they must be an elected or appointed Mayor or Council Member of a Member of the Agency but need not be on the Board of Directors. The terms of office of the Members of the Executive Committee shall be one year. The Executive Committee shall conduct the business of the Agency between meetings of the Board, exercising all those powers as provided for in this Article, or as otherwise delegated to it by the Board. The Executive Committee, subject to approval by the Board of Directors, shall exercise all powers or duties of the Board relating to the entering, approval and execution of agreements, leases, and other instruments of or relating to the finances of the Joint Powers Agency within the previously 41 Item # C6.

8 approved annual budget or amended budget. The Executive Committee may have additional powers delegated to it by the Board, except for the adoption of the Agency’s annual budget. Any additional powers and duties delegated shall be specified in a Resolution adopted by the Board. The Executive Committee shall obtain approval from the Board before authorizing or conducting any investigations into the business of the Agency and before taking personnel action. These actions must be authorized by a majority vote of the Executive Committee. Each meeting of the Executive Committee shall be called, noticed, held, and conducted in accordance with the Ralph M. Brown Act, Government Code Section 54950 et seq., as amended. ARTICLE 12 - COMMITTEES The Board may establish committees, as it deems appropriate to conduct the business of the Agency or it may, in the Bylaws or by resolution, delegate this power to the Executive Committee by Resolution. Members of committees, except as otherwise stated in this Agreement, shall be appointed by the President. Each committee shall have those duties as determined by whichever Agency body created it or as otherwise set forth in the Bylaws. Each committee shall meet on the call of its chairperson and shall report to and be directed by whichever entity created it. No more than one representative from each jurisdiction shall serve on each committee. Membership of any committee may consist in whole or in part of persons who are not members of the Board; provided that the Board may delegate decision-making powers and duties only to a committee, a majority of the members of which are Board Members. Any committee, except the City Selection Committee, in which a majority of the members are not Board Members may function only in an advisory capacity. The Legislative Action Committee shall be a permanent Committee of the Agency chaired by the Second Vice President and whose members shall be appointed by the Agency Members. Should there be no Second Vice President, the Legislative Action Committee shall be chaired by the First Vice President. All standing committees shall abide by the Ralph M. Brown Act, Government Code Section 54950 et seq., as amended. ARTICLE 13 – CITY SELECTION COMMITTEE The City Selection Committee is established pursuant to State law and the Agency shall administer the City Selection Committee as follows: The City Selection Committee shall be a permanent committee of the Agency, consisting of the Mayor of each City or Town, consistent with Government Code 50270, as amended. The Agency shall allow all cities in the County to participate in the City Selection Committee, whether or not they are members of the Agency. ARTICLE 14 – PROFESSIONAL SERVICES 14.1 The Board of Directors may contract with individuals or companies to provide the following services at the pleasure of the Board of Directors:
42 Item # C6.

9 14.1.1 Executive Director. The Board shall contract with a consultant or independent contractor to fulfill the following duties of an Executive Director: manage the affairs of the Agency, subject to the general supervision and policy direction of the Board and the Executive Committee; oversee the day-to-day activities of the Agency; select and manage the activities of all consultants and independent contractors to the Agency; be responsible for required filings by the Agency with the State of California; prepare or delegate the preparation of all meeting notices, minutes, and required documentation of the Agency; prepare and propose an annual budget; prepare reports and recommendations for consideration by the Executive Committee or Board; be responsible for billing and collection of annual dues; maintain the records of the Agency; assist Local Agencies in the preparation and filing of applications for participation in the financing programs of the Agency; expedite the processing of these applications; pay all invoices, taxes and amounts due; and perform other duties as are assigned by the Board and Executive Committee. The Executive Director may have the authority to sign agreements, applications, and other documents on behalf the Agency, if authorized by the Board or Executive Committee. The Executive Director shall have the Authority to enter into individual Agreements with a single vendor over the course of a fiscal year, on behalf of the Agency, up to the amount set by the Bylaws. 14.1.2 General Counsel. The Board shall contract with a consultant, independent contractor, or law firm to fulfill the duties of General Legal Counsel. The General Counsel shall take direction from the majority of the Board of Directors. The General Counsel shall be a member in good standing of the California State Bar. The General Counsel shall be responsible for the legal affairs of the Agency; 14.1.3 Auditor. The Auditor shall be a Certified Public Accountant licensed to practice in the State of California. The Auditor will conduct annual financial audits of the Agency; 14.1.4 Other services. The Executive Director may hire additional consultants and independent contractors, as appropriate, based upon a previously approved budget; 14.1.5 The Agency shall not contract with or become a member of the California Public Employees Retirement System (“PERS”), nor shall any agent, consultant or independent contractor of the Agency become a member of PERS or be entitled to a pension or retirement from PERS as a result of service to the Agency; and 14.1.6 The consultants and independent contractors fulfilling the duties of Executive Director, the Auditor, the General Counsel and any other consultants or independent contractors who provide services to the Agency shall be compensated in such manner as shall be approved by the Board and as permitted by applicable law. ARTICLE 15 - SIGNIFICANT PROGRAMS If the Board desires to create significant programs or activities which will utilize substantial resources of the Agency, it shall do so by a vote of the Board. If the Board deems it necessary, it may 43 Item # C6.

10 appoint a working committee to study the significant program or activity and provide input to the Board. Substantial resources and significant program or activity shall be defined as any program or activity requiring $10,000 or more in annual expenditures; this amount shall be increased by the annual cost of living CPI index. Any new significant program or activity shall require a work plan and a two-thirds vote of the Members in order to be initiated. When a new significant program is intentionally designed to be limited in scope, such that it only provides benefits to particular Members, the Agency may enter into a specific program or project Agreement that includes relevant terms regarding the particular affected Members, and any such Agreement shall be approved by the Board prior to or at the same time as formation of the significant program. These limited scope Agreements shall be subject to approval by the Board by a two-thirds vote of the Members. ARTICLE 16 - ACCOUNTS AND RECORDS 16.1 The Agency shall adopt an operating budget pursuant to Section 8.3.5 of Article 8 of this Agreement. 16.2 The Secretary/Treasurer of the Agency or the Executive Director shall establish and maintain funds and accounts as may be required by good accounting practices and by the Board. Books and records of the Agency shall be open to and made available for inspection at all reasonable times upon request by authorized representatives of the Members. 16.3 The Agency shall adhere to the standard of strict accountability for funds and report all receipts and disbursements as set forth in the Joint Powers Law. 16.4 Auditor’s Report. The Auditor, within one hundred and twenty (120) days after the close of each Fiscal Year, shall give a complete written report of all financial activities for the prior Fiscal Year to the Board. 16.5 The Agency shall either make or contract with a Certified Public Accountant to make an annual Fiscal Year audit of all accounts and records of the Agency, conforming in all respects with the requirements of the Joint Powers Law. A report of the audit shall be filed as a public record and be provided to each of the Members, and with the County Auditor of the County of Santa Clara. Costs of the audit shall be considered a general expense of the Agency. Any costs of the audit shall be borne by the Agency and shall be a charge against any unencumbered funds of the Agency available for this purpose. ARTICLE 17 - RESPONSIBILITIES FOR FUNDS AND PROPERTY 17.1 The Secretary/Treasurer, or his or her designee, shall have the custody of and disburse the Agency’s funds. Proceeds of similar obligations of the Agency may be deposited with a trustee, agent or other depositary and shall not be considered the Agency’s funds for purposes of this Article. The Secretary/Treasurer may delegate disbursements to persons as may be authorized by the Board or the Executive Committee to perform that function, subject to the requirements of Section 17.2 below. 44 Item # C6.

11 17.2 The Secretary/Treasurer or designee shall perform all functions then required to be performed by the Treasurer under the Joint Powers Law. The Secretary/Treasurer shall review the financial statements and the annual audit of the Agency. 17.3 Pursuant to Government Code Section 6505.1, as amended, the Executive Director, the Secretary/Treasurer, and other persons as the Board may designate, shall have charge of, handle, and have access to the property of the Agency. The Agency shall secure and pay for a fidelity bond or bonds, in an amount or amounts and in a form specified by the Board of Directors, covering any officers or agents of the Agency who are authorized to hold or disburse funds of the Agency and any officers or agents who are authorized to have charge of, handle and have access to property of the Agency. ARTICLE 18 - MEMBER RESPONSIBILITIES 18.1 Each Member shall have the following responsibilities: 18.1.1 To appoint its Director and Alternate to, or remove its Director and Alternate, from the Board, as set forth in Article 8; 18.1.2 To consider proposed amendments to this Agreement as set forth in Article 29; 18.1.3 To make contributions in the form of annual membership assessments and fees, if any, determined by the Board for the purpose of defraying the costs of providing the annual benefits accruing directly to each party from this Agreement; and 18.1.4 If a Member provides written notice to the Agency of its election to relinquish its status as a Member, or if a Member fails to be represented at four (4) or more consecutive regular meetings of the Board of Directors, then that Member may be deemed to be a suspended Member, with all the rights and duties of an Associate Member, upon action of the Board of Directors duly adopted. Prior to the suspension, the President shall contact the Mayor and request that another Council Member be appointed or that reinstatement for the current Member be requested. The suspension shall be approved by the Board of Directors. Promptly following that action by the Board of Directors, the Member may be reinstated by informing the Board of its intent to be reinstated within thirty (30) days and to attend all future meetings either via the Director or Alternate. Removal of a Member for failure of the Director to attend meetings shall not relieve the Member from its obligations under any outstanding agreements relating to the Agency’s financial obligations, except in accordance with this Agreement. ARTICLE 19 - NEW MEMBERS With the approval of the Board, any city located within the County of Santa Clara may become a party as a Member to this Agreement. A city requesting membership shall apply by presenting to the Agency, a resolution of the Legislative Body of the City, evidencing its approval of this Agreement. The date that the applying city will become a Member will be determined by the Board. The Agency shall 45 Item # C6.

12 accept new Members upon a majority affirmative vote of the entire Board and upon payment of any Board determined assessments and fees. ARTICLE 20 - WITHDRAWAL A Member may terminate its membership in the Agency at any time upon giving one hundred and eighty (180) days written notice of withdrawal to the Agency. The notice shall be given to the Board of Directors. The effective date shall be the conclusion of the first Board Meeting which occurs after the one hundred and eighty (180) day notice period has passed. Any Member who withdraws shall remain obligated to pay its share of all debts, liabilities, and obligations incurred or accrued through the end of the current fiscal year of the Agency. The withdrawal does not in any way impair any contracts, resolutions, indentures, or other obligations of the Agency then in effect. In the event of a disagreement between the Agency and the withdrawing Member as to whether the withdrawal shall cause the impairment of any contracts, resolutions, indentures, or other obligations of the Agency, the determination shall be made by a majority vote of the Board of Directors. Any Member that withdraws and later seeks reinstatement to the Agency shall provide funds to the Agency, proportionate to their responsibility for the current fiscal year, as if the Member had never left the Agency. A withdrawing Member shall, in all events, remain liable for its proportionate share of: (i) its full amount of its proportionate share of the adopted fiscal year budget; (ii) any call for funds or assessment levied by the Agency prior to the date it provides its notice of withdrawal; (iii) any contribution in existence at the time of the notice of withdrawal. ARTICLE 21 - REMOVAL If the Board of Directors determines that reasonable cause exists to remove a Director from the Board, it can remove the Director and request that the Member who appointed the Director appoint a new Director. The Board may, by two-thirds majority vote of the entire Board, remove a Member based on a Member's breach of any material term of this Agreement, and the failure to cure that breach within sixty (60) days written notice. A terminated Member shall remain liable for any obligation under this Agreement as described above. Failure to pay dues within 60 days following notice shall result in a Member becoming suspended with all the rights of an Associate Member. A suspended Member shall immediately have its voting rights restored upon full payment of dues. ARTICLE 22 - OBLIGATIONS OF AGENCY The debts, liabilities, and obligations of the Agency shall not be the debts, liabilities, and obligations of the Members. Any Member may separately contract for, or assume responsibility for, specific debts, liabilities, or obligations of the Agency. Nothing in this Agreement shall be interpreted to limit the applicability of the provisions of Government Code Section 895.6. 46 Item # C6.

13 ARTICLE 23 - TERMINATION AND DISTRIBUTION OF ASSETS This Agreement may be terminated at any time that no financial obligations of the Agency are outstanding, with the approval of two-thirds of the Members. Upon termination of this Agreement, all assets of the Agency shall, after payment of all unpaid costs, expenses and charges incurred under this Agreement, be distributed among the parties to this Agreement, in accordance with the respective contributions of each of the Parties. ARTICLE 24 - LIABILITY OF BOARD OF DIRECTORS, OFFICERS, AND COMMITTEE MEMBERS 24.1 The Members of the Board of Directors, Officers, and Committee Members of the Agency shall use ordinary care and reasonable diligence in the exercise of their powers and in the performance of their duties pursuant to this Agreement. They shall not be individually liable for any mistake of judgment, or any other action made, taken, or omitted by them in good faith, nor for any act or omission by any agent, consultant or independent contractor selected with reasonable care, nor for loss incurred, resulting from any action made, taken, or omitted by them in good faith and with reasonable care through investment of Agency funds, or failure to invest. 24.2 No Director, Officer, or Committee Member shall be responsible for any act or omission of any other Director, Officer, or Committee Member. Unless otherwise required by law, no Director, Officer, or Committee Member shall be required to give a bond or other security to guarantee the faithful performance of his or her duties pursuant to this Agreement. 24.3 The funds of the Agency shall be used to defend, indemnify, and hold harmless the Agency for any Director, Officer, or Committee Member, for their actions taken within the scope of the Agency. Nothing herein shall limit the right of the Agency to purchase insurance to provide coverage for these types of losses. 24.4 These indemnification and defense obligations shall survive the termination of the Agreement as to any acts or omissions occurring before such termination. ARTICLE 25 - INDEMNIFICATION To the fullest extent allowed by law, the Agency shall defend, indemnify, and save harmless the Members and their governing bodies, officers, agents and employees from all claims, losses, damages, costs, injury, and liability of every kind, nature, and description directly or indirectly arising from the performance of any of the activities of the Agency or the activities undertaken pursuant to this Agreement. 47 Item # C6.

14 ARTICLE 26 - BYLAWS The Board shall adopt Bylaws consistent with this Agreement which shall provide for the administration and management of the Agency. The provisions of the Bylaws, as modified from time to time, shall establish the operating procedures and standards for the Agency. ARTICLE 27 - NOTICES The Agency shall address notices, billings, and other communications to a Member as directed by that Member. Each Member shall provide the Agency with the email and physical address to which communications are to be sent. Members shall address notices and other communications to the Agency, at the office address of the Agency, or the email address of the Agency as directed by the Member and as set forth in the Bylaws. ARTICLE 28 - CODES The Agency shall adopt and observe a Code of Conduct and Conflict of Interest Policy. The Agency shall comply with all requirements of the Fair Political Practices Commission as required by law or regulation. ARTICLE 29 - AMENDMENT This Agreement may be amended at any time by vote of the Members, acting through their Legislative Bodies. Any amendment of this Agreement shall become effective upon receipt by the Agency of notice of the approval of the amendment by two thirds of the Legislative Bodies of the Members. ARTICLE 30 - SEVERABILITY Should any portion, term, condition, or provision of this Agreement be decided by a court of competent jurisdiction to be illegal or in conflict with any law of the State of California, or be otherwise rendered unenforceable or ineffectual, the validity of the remaining portions, terms, conditions, and provisions shall not be affected. ARTICLE 31 - PROHIBITION AGAINST ASSIGNMENT No Member may assign any right, claim, or interest it may have under this Agreement, and no creditor, assignee or third-party beneficiary of any Member shall have any right, claim, or title to any part, share, interest, fund, or asset of the Agency. This Agreement shall be binding upon and shall inure to the benefit of successors of the Members. This Agreement is intended solely for the benefit of the 48 Item # C6.

15 Agency and its Members. No third party shall be deemed a beneficiary of this Agreement or have any rights against the Agency or its Members. ARTICLE 32 - ASSOCIATE MEMBERS Any Public Agency located within the jurisdictional authority of the County of Santa Clara may, with the approval of the Board of Directors, become an Associate Member of the Agency by executing and delivering to the Agency an Associate Membership Agreement and providing an Associate Membership fee and as further provided in the Bylaws. An Associate Member shall not be entitled to representation on the Board of Directors, or to vote on any matter coming before the Board of Directors or the Agency, unless a separate written agreement is entered into between the Associate Member and the Agency. ARTICLE 33 - LIBERAL CONSTRUCTION The provisions of this Agreement shall be liberally construed as necessary or reasonably convenient to achieve the purposes of the Agency. ARTICLE 34 - NON-WAIVER No waiver of the breach of default of any of the covenants, agreements, restrictions, or conditions of this Agreement by any Member shall be construed to be a waiver of any succeeding breach of the same or other covenants, restrictions, or conditions of this Agreement. No delay or omission of exercising any right, power, or remedy in the event of a breach or default shall be construed as a waiver or a variation of any of the terms of this Agreement or any applicable agreement. ARTICLE 35 - REMEDIES FOR BREACH If any Member shall default on any obligation contained in this Agreement, the default shall not excuse any other Member from fulfilling its respective obligations under this Agreement. Any Member shall be entitled to pursue all legal and equitable remedies against another Member in response to any alleged default under this Agreement. Any and all of the remedies provided to the Members, hereunder or by law now or hereafter enacted, are cumulative and the exercise of one right or remedy shall not impair the Members to any other remedy. ARTICLE 36 - ARTICLE HEADINGS All article headings are for reference only and are not intended to define or limit the scope of any provision of this Agreement. 49 Item # C6.

16 ARTICLE 37 - DISPUTE RESOLUTION 37.1 The Members agree that any dispute regarding the enforcement or interpretation of any term, covenant, or condition of this Agreement (“Dispute”) may first, for a period of not less than thirty (30) days, be submitted to mediation before a mutually acceptable mediator prior to initiation of litigation, or any other binding arbitration or adjudicative dispute resolution process. The Members shall: (i) mediate in good faith; (ii) exchange all documents which each believes to be relevant and material to the issue(s) in the Dispute; (iii) exchange written position papers stating their position on the Dispute and outlining the subject matter and substance of the anticipated testimony of persons having personal knowledge of the facts underlying the Dispute; and (iv) engage and cooperate in such further discovery as the Members agree or mediator suggests may be necessary to facilitate effective mediation. 37.2 Each Member shall bear its own costs, attorney’s fees, and expenses of the mediation. Venue of the mediation shall be a mutually agreeable city within Santa Clara County, California. ARTICLE 38 – INSURANCE If available, the Agency shall obtain insurance for all Members, appointed Members, and Committee Members, including, but not limited to, Directors and Officers liability insurance and general liability insurance containing policy limits in such amounts as the Board of Directors shall deem will be necessary to adequately insure against the risks of liability that may be incurred by the Agency. Insurance under this provision may include an insurance pool program. ARTICLE 39 - FILING WITH SECRETARY OF STATE The Executive Director of the Agency shall file a notice of this Agreement with the office of the California Secretary of State within thirty (30) days of its effective date, as required by Government Code Section 6503.5, as amended and within seventy (70) days of its effective date as required by Government Code Section 53051, as amended. ARTICLE 40 - COUNTERPARTS This Agreement may be executed in parts or counterparts, each part or counterpart being an exact duplicate of all other parts or counterparts, and all parts or counterparts shall be considered as constituting one complete original and may be attached together when executed by the Members hereto. Facsimile and electronic signatures shall be binding. ARTICLE 41 - AGREEMENT COMPLETE This Agreement constitutes the full and complete Agreement of the parties and supersedes any prior written Agreement between the Members on the same topic. 50 Item # C6.

Answers to City Managers Questions re: Cities Association of Santa Clara County (“CASCC”) and Proposed Joint Powers Authority (“JPA”) August 7, 2023 GENERAL Question #1. a.: What do we want this organization to be? Answer #1. a.: The goals and purposes of the organization will not change. Here are the stated goals of the CASCC: • To review, study, develop consensus positions, and recommend on issues of interest to Santa Clara County cities; • To develop a common agenda for Santa Clara County cities; • To serve as a unified voice for Santa Clara County cities in relationship to other agencies, organizations, and levels of government, including the Peninsula Division of the League of California Cities; • To serve as the City Selection Committee pursuant to Government Code section 50270 et seq. and make appointments to regional and local bodies as provided by law; • To assist in the development of state-wide legislative policy through the structure of the League of California Cities; • To serve as a source of education, information, and networking for officials from all cities in Santa Clara County; • To provide a forum for non-city individuals, groups and organizations, and the private sector to address items of interest to Santa Clara County cities. And here are the stated purposes of the proposed JPA: 1. Review, study, develop consensus positions, and take action on issues of interest to Members; 2. Focus on local and regional matters that are important to our future; 3. Develop a common agenda for Santa Clara County cities; 4. Serve as a unified voice for Santa Clara County cities in relationship to other agencies, organizations, and levels of government; 5. Establishthe City Selection Committee pursuant to Government Code Section 50270 et seq., as amended and make appointments to regional and local bodies as provided by law; 6. Serve as a source of education, information, and networking for officials from all cities in Santa Clara County; 7. Provide a forum for non-city individuals, groups and organizations and the private sector to address items of interest to Santa Clara County cities; 8. Reduce duplication of effort by sharing information and provide a unified voice and strong advocacy on legislation and other important issues that affect its Members; 9. Strengthen the Members’ and Agency’s standing at the regional, State and Federal level; 10. Strive to respect local control, provide regional perspective, and make a difference to elevate the quality of life throughout the County; 51 Item # C6.

ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA August 7, 2023 2

11. Provide a forum for discussion and study of problems common to the Members and to assist in the development and implementation of solutions to such problems; 12. Provide a method for the Members to collaborate and jointly develop policies that benefit the region; and 13. Collaborate in such a way that is efficient, saves the jurisdictions the expense of individual effort, and creates positive outcomes. Question #1. b.: What are the goals in forming this separate JPA as opposed to something less structured? Answer #1. b.: Currently, the CASCC is an unincorporated association under the California Corporations Code. Since its creation, the member agencies have executed some agreements to provide a bit more structure to the association. In 1990, the CASCC’s member cities also entered into an agreement governing the operation of the organization, later amended on June 30, 1995. A copy of that Agreement is attached. As authorized by this Agreement, the CASCC has also adopted bylaws, available on the organization’s website. The existing Agreements set forth a structure that is similar to what a Joint Powers Agreement would establish for a JPA. If the Cities Association becomes a JPA, neither the purpose nor the budget process would change. However, the JPA structure addresses concerns that have been raised about the CASCC such as liability and insurance. The JPA would have access to insurance that is not currently available. Governmental immunities would apply to the JPA that do not apply to an unincorporated association. A JPA would also clarify the tax status of the organization. The governance and organizational structure are also familiar to the members. Question #1. c. How is forming the JPA furthering those goals. Answer #1. c.: The most effective CASCC is one that is permanent, has governmental immunities to liabilities and employs an organizational structure that is both equitable and highly functional. Also, it will insulate the individual city/town members from future individual liability that an unincorporated association would arguably not do. The CASCC has accomplished much in the past and can accomplish many of the same programs and should the Board of Directors wish to, additional tasks with the new, permanent structure. In addition, the formation of a JPA eliminates potential tax issues as governmental entities are generally not subject to federal and State tax-related requirements. Question #2: Are there better organizational forms such as public benefits corporation or nonprofit organization? CASCC previously considered both a 501 (c) (4) non-profit social welfare organization and a JPA. In 2020, the Board of Directors chose to pursue a JPA based on factors, such as the time and cost of forming the new entity and the compatibility of the JPA structure and membership of 52 Item # C6.

ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA August 7, 2023 3 the association. Considering the events that have transpired since the Board of Directors made the decision in 2020, we are even more convinced the JPA structure is best suited to the needs of the CASCC for the reasons stated above and the fact that the CASCC members are elected Council members appointed by their respective agencies and the CASCC administers the Cities Selection Committee. Question #3: What models/example joint powers agreements were used to develop the proposed CASCC JPA? Answer #3: The proposed JPA was developed by the two prior General Counsels, including Gary Baum, and he utilized the following examples: Silicon Valley Regional Interoperability Authority JPA (click on JPA document link) https://svria.org/resources/documents/ Silicon Valley Animal Control Authority JPA (click on JPA link) https://www.svaca.com/about-us Question #4: What issues, structural or otherwise, is the association facing that can only or uniquely be solved by the formation of a JPA? The JPA would provide a governmental structure for the CASCC. As a JPA, the CASCC would have governmental immunities and the liability of its members would be clarified. The JPA would have also access to some risk pools that insure governmental entities. The JPA structure itself would create a backbone of organization by clearing setting forth the scope of the JPA’s authority. See answer to Question 1c above. Question #5: Are there examples of issues that the JPA can address, particularly that cannot be accomplished through a less formal structure? See answers to Questions #3 and #4. Collaboration amongst our cities is one of the key advantages of the CASCC, which helps to strengthen our region. It is noteworthy, that in a county as populous and diverse as Santa Clara County, our cities have been able to come together and have some notable successes that could only have happened through CASCC. For example, the work of the CASCC during the COVID-19 pandemic resulted in a stronger partnership with our County, paving the way for greater trust and collaboration in the future. In recognition of their hard work, the CASCC was awarded the President’s Medal for Exemplary Service During the COVID-19 Pandemic by the SCC Board of Supervisors. Also, our cities collectively implemented ordinances to ban single-use plastic bags in each of our cities. Perhaps one of the most timely advantages of the CASCC and JPA membership would be the ability to apply for regional and statewide grants, such as the 53 Item # C6.

ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA August 7, 2023 4 multi-year Reagional Early Action Planning (REAP) Grant from ABAG. CASCC contracts with Community Planning Collaborative to lead this effort. Currently, all of our cities benefit from the technical assistance provided by the Planning Collaborative. Formed in October of 2019, the Santa Clara County Planning Collaborative is a shared effort among the county's jurisdictions to help address the region's housing challenges. The jurisdictions, by working together collaboratively, save money, time, and resources by sharing information and capacity; maintain & facilitate relationships with non-profits, affordable housing advocates, and key governmental organizations. For cities that are part of the JPA, they would be able to participate in sessions with legislators and other councilmembers to benchmark and share ideas. They would also have the opportunity to vote and advocate on issues together with their fellow cities. During COVID, different groups were able to reach out to the Cities Association knowing they would be able to reach all 15 cities. Also, having a group with all 15 cities participating would complement the SCC City Managers and City Attorneys groups. Question #6: The primary purpose or goal of the formation described today (10/12/22), was for all cities to continue to participate. If that is the case will the final document be able to be ratified without each of the cities consenting? The CASCC functions best when all cities and towns within the County are members. Each of the individual Council members who serve on the CASCC board will present the JPA to their respective agencies for approval with the goal of having all the current members cities and towns participate in the JPA. It is important to note that all cities and towns would continue to participate in the City Selection Committee (CSC) even if they are not members of the JPA. Government Code Section 50270 designates the mayors of all cities and towns within the County to serve on the CSC. The purpose of the CSC is to appoint city representatives to boards, commissions, and agencies as required by law. In Santa Clara County, CASCC houses the CSC and takes responsibility for all the administrative tasks related to the CSC. While it is the goal of the CASCC and the JPA process that all cities and towns become members, the JPA is drafted so that it becomes effective once eight members join. Should the number of members fall below 7 then Article 4 of the JPA would apply: After one full year after the initial formation of the Agency, should the membership fall below seven (7) Members due to the withdrawal of Members and the membership level remains at below seven (7) Members for a period of at least one (1) year and a similar JPA, with the same or similar powers and functions is formed containing a majority of cities in the County of Santa Clara, the Agency shall change its name and permit the new organization to take on the name of the Agency. Notwithstanding 54 Item # C6.

ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA August 7, 2023 5 the name change, this Agreement shall continue in effect until terminated as provided herein. The termination of this Agreement with respect to an individual Member upon its withdrawal from membership in the Agency shall not operate to terminate this Agreement with respect to the remaining Members. Note, this provision was added at the request of the City/Town Attorneys all of which provided input into the final draft of the JPA. FISCAL MANAGEMENT Question #1: How will member agencies be able to review proposed annual budget and proposed assessments in advance of adoption by the JPA board? Answer: #1: Like the process set forth in the bylaws and the process followed by the SVRIA, section 8.3.5 of the JPA requires the Board of Directors to adopt its budget by April 30 of each year. This process is designed to ensure that city/town members can consider and incorporate any increase or decrease in their dues into their budget planning before they are required to adopt their own budgets. Only the Board of Directors may adopt the budget at a publicly noticed meeting, the Executive Committee may not adopt the budget. Notice of proposed budget figures will be sent to the City Managers in advance of any budget adoption meeting. If April 30 is too late for city/town budget planning, an alternative date of March 30 could be considered. Question #2: Is it assumed that the dues structure/formula will be determined after approval of the JPA, or will this be established in advance of approval? Answer: #2: While the dues will be established after approval of the JPA, no significant increases are anticipated. The adoption of any dues structure or formula would need to be considered as part of the annual budget process. The dues’ structure and related provisions will be incorporated into the bylaws for the JPA. The CASCC will share information regarding its proposed budget and dues as soon as possible in each budget cycle, and will share with its member cities and towns, their elected officials, and city managers in a transparent manner. The goal is to submit next year’s fiscal year budget, with the final Joint Powers Agreement, in December 2023. Question #3: How will the JPA address disagreements on the dues structure, particularly if dues will increase with a JPA? Answer #3: It is neither assumed nor anticipated that the dues will increase because of the change in organizational structure. It is anticipated that annual dues will increase to reflect cost 55 Item # C6.

ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA August 7, 2023 6 of living increases. As set forth in the current bylaws, the Board adopts a budget every year in the same timeline as its member agencies and a majority vote is required to adopt a budget. Question #4: Has the association considered CalPERS costs in a potential JPA? Answer#4: Yes, CASCC has considered this matter. CASSC obtains services from independent contractors and does not have employees. CalPERS membership is not mandatory for a JPA. The JPA has been drafted to address this issue and specifically states the JPA will not contract with CalPERS. See JPA provision 14.1.5: 14.1.5 The Agency shall not contract with or become a member of the California Public Employees Retirement System (“PERS”), nor shall any employee of the Agency become a member of PERS or be entitled to a pension or retirement from PERS because of service to the Agency; and In addition, the following change will be made to the JPA to address the issue: 14.1.6 The Agency shall not contract with or provide any pension to any employee of the Agency, nor shall any employee of the Agency be entitled to a pension or retirement Benefits, aside from Social Security as a result of service to the Agency. Question #5: What is the extent of the Dissolution Plan and Tax Liability and who will be responsible? Answer #5: The Dissolution Plan for CASCC has been discussed by the City/Town Attorney’s group and researched by a few of its members. A consensus on the approach to dissolution has been reached with the City/Town Attorney’s Group. Article 5 of the JPA it states: “Upon formation of the Agency as described in Article 4, the Cities Association of Santa Clara County, an unincorporated association shall follow the process of dissolution and cease to exist.” The CASCC will follow the procedure for dissolution set forth in California Corporations Code Section 18410. Upon approval of the JPA by eight Members, the current CASCC Board of Directors will pass a resolution following the Corporations Code procedure and transfer the assets and liabilities of CASCC. The City/Town Attorneys discussed the possibility of only transferring the assets and not the liabilities of CASCC. However, the consensus of this group was that this approach may be rejected by the courts so that path is not recommended and will not be followed. PERSONNEL MANAGEMENT Question #1: Who is responsible for evaluating the performance of the Executive Director, and taking any associated personnel action? 56 Item # C6.

ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA August 7, 2023 7 Statement #1: Difficult personnel issues can occur in any organization. It is in everyone’s interest to establish a structure for handling such issues in advance of actual situations. Response to Statement #1: Agreed. Answer#1: The Executive Director provides services to CASCC as an independent contractor. Only a majority of the Board of Directors may take action regarding the contract of the Executive Director or any performance evaluation process. The JPA will be modified to clarify this issue. Just to reiterate from Question 4 above, all services provided to CASCC will be through independent contractors, not salaried employees. DECISIONMAKING Question #1: How will the JPA determine whether to pursue new initiatives, such as grants, that may not clearly exceed the $50,000 Significant Programs threshold? How will the JPA determine its ability to perform its associated responsibilities? Answer #1: The JPA at Article 15 Substantial Programs states: If the Board desires to create significant programs or activities which will utilize substantial resources of the Agency, it shall do so by a vote of the Board. Substantial resources and significant program or activity shall be defined as any program or activity requiring $50,000 or more in annual expenditures, this amount shall be increased by the annual cost of living CPI index. Any new significant program or activity shall require a work plan and a two-thirds vote of the Members in order to be initiated. When a new significant program is intentionally designed to be limited in scope, such that it only provides benefits to particular Members, the Agency may enter into specific program or project Agreement that includes relevant terms, by the particular affected Members and any such Agreement shall be approved by the Board prior to or at the same time as formation of the significant program. These Agreements shall be subject to approval by the Board of Directors by a two-thirds vote of the Members. First and foremost, the JPA’s programs and activities will be limited to its available budget. If a new initiative or grant becomes available, the Board would discuss the level of interest at a public meeting and whether it should pursue it. 57 Item # C6.

ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA August 7, 2023 8 Second, the CASCC also intends to amend this JPA provision to define a Substantial Program as as any program or activity requiring $10,000 or more (subject to CPI adjustments) - rather than $50,000 or more - in annual expenditures, in order to exercise greater fiscal oversight. Statement #1: For example, the SVRIA JPA establishes a Working Committee with specified composition, that is responsible for recommending a budget, accepting grants, and awarding contracts, as well as recommending an Executive Director. Response to Statement #1: The Executive Committee performs a similar role to that of SVRIA’s Working Committee, but its powers have been limited based upon input from the City Managers and City/Town Attorneys. Should the CASCC Board of Directors wish to create a new committee, such as the Working Committee with significant powers, the concept, scope, staffing and resources implications would need to be considered by the Board of Directors. While SVRIA is a JPA model that was considered in the formation of the CASCC JPA, it should be noted that SVRIA’s annual budget exceeds $5 million (for FY 23 and beyond). By comparison, the CASCC annual budget is currently under $300K. Currently, it is sufficient for the Executive Committee to perform some, not all, functions of the SVRIA Working Committee. At some point in the future, the CASCC Board of Directors may consider formation of a Working Committee, and may choose to do so with input from the City Managers and/or the City Attorneys. Question #2: How will the JPA determine its position and activities related to legislative advocacy? How will individual Director’s responsibility to the JPA be reconciled with positions of their respective agencies? Answer #2: Role of the Legislative Action Committee (“LAC”) LAC advocates on behalf of all 15 cities on issues of mutual interest, provides legislative updates to cities, and organizes emergency responses to urgent issues. LAC acts as the convening body for all 15 cities to discuss and take positions on legislative bills, and local and state measures (“Bills/Measures”). The LAC meetings allow for collaboration, advocacy, and education. It allows the cities to delve into an issue and discuss how the issue may affect their cities. LAC is also guided by the Legislative Guiding Principles and the Housing Position Paper, which were both adopted by the Cities Association Board and aim to be representative of all 15 cities. Benefit to cities from LAC Cities benefit from the LAC in many ways. An organization consisting of 15 cities with over 1.9 million residents has a louder and more impactful and effective voice compared to each city advocating on its own behalf, especially smaller cities. Legislators have said repeatedly that they pay attention to the positions taken by the Cities Association. Legislators and local groups 58 Item # C6.

ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA August 7, 2023 9 seek the Cities Association’s endorsement because they understand the importance and influence of an endorsement from the Cities Association. LAC also provides an opportunity for legislators to present an idea for a potential Bill/Measure and solicit feedback on how such a Bill/Measure may impact cities, or what provisions would cities support/oppose. This is also a great opportunity for Cities to weigh in and give feedback to help shape a bill before it moves forward. Legislators/groups have also shared that it is much easier for them to come to Cities Association and reach all 15 cities at the same time than try to reach each Council individually. For many of the presentations, the legislators will attend the LAC meeting, which gives the cities face to face time with legislators. Another benefit is LAC provides a forum for cities to learn from each other, hear different perspectives, and better understand the potential impact of a Bill/Measure. Often, this results in the cities being better informed on the pressing issues happening at the state and local levels. Decision-making process for LAC The LAC agenda normally consists of (1) an educational item whereby a legislator or group presents on a potential or new Bill/Measure, the intent being to educate and answer any questions representatives may have, or (2) a few Bills/Measures for discussion and action, to recommend a position to the Cities Association Board. It is the Board that makes the final decision on the Cities Association’s position on a particular Bill/Measure. Some cities have the same Councilmember serve on LAC and the Board, while others will have different Councilmembers serve on each body. Therefore, although the discussion and presentation at the Board level is not as in depth as the LAC meeting, sometimes the discussion and vote at the Board level are different from what happened at the LAC meeting. LAC’s recommendation to the Board is based on what majority of the cities support. The practice is for the LAC Chair to communicate the recommended position to the full Board and include the minority position(s) or any concerns expressed during the discussion at the LAC meeting. One of the ways the CASCC communicates its position on a particular Bill/Measure is to send a letter to the applicable body. In recent years, the CASCC has made an effort to include the concerns of the “minority position” in the letter, and advocate that certain bills carve out an exemption for smaller cities, recognizing that all 15 cities are unique, diverse and range from populations of a few thousand to one million people. Every city has its own approach to how it votes on a Bill/Measure at a LAC meeting. Some cities will only vote on a Bill/Measure if their full Council has taken a position on the particular item. Other cities will vote on the item if it aligns with a position taken on a similar issue by its Council. If an item is not controversial like housing, then most cities will vote on the item, even if their full Councils have not considered the item. 59 Item # C6.

ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA August 7, 2023 10 How to make LAC even better The CASCC Executive Committee has continued to identify ways to improve LAC because of the value it provides to the cities. Here are some things we are already considering, and we welcome any suggestions you may have: -Need staff support to be better prepared for LAC meetings. This work can be time consuming as it requires analyzing bills, researching the support and oppose positions and legislative history, and tracking the status of the Bill/Measure. To date, this work has fallen to the LAC Chair, CASCC Executive Director, and/or the Board President’s staff. If cities, like San Jose, are willing to share their legislative staff with the CASCC, at no cost, it is worth exploring, provided the work is objective and does not reflect the position of that city. -Continue to do a better job of including the minority voices in our advocacy and any unique impacts to smaller cities. -Provide a LAC calendar at the beginning of the year that gives dates when LAC will be considering certain bills to give cities an opportunity to have their Councils take a position on the bill before it goes to LAC. -Have cities suggest bills they want LAC to consider. -Continue to have the Board members report back to their Councils and City Managers on the impactful and valuable work the CASCC is doing. Question #3: How does the organization work if/when not all cities join? If not all or enough members join, how does the association act as the appointing body for various regional commissions. Answer #3: The Agency will be formed once eight cities/towns approve the JPA (See JPA Article 8). The participating members would meet and operate as a JPA. Given Government Code provisions governing the CSC, all cities are permitted to participate in these Committee meetings and the appointment process even if they are not members of the JPA (See JPA Article 13). The JPA would continue to administer the CSC. At the request of the City/Town Attorneys provisions were added to Article 8 that after one year of formation should membership fall to less than seven members for a period of one year that the Agency is required to release the CASCC name to a new JPA should one be formed. On a related note, the Executive Committee is not activated until there are nine members, and it will then consist of three members, in order to address any potential ties in voting. If the JPA 60 Item # C6.

ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA August 7, 2023 11 has eleven or more members, the Executive Committee would then consist of five members (See JPA Article 11). The CASCC intends to amend JPA Article 11 to capture this approach. For cities that are part of the JPA, they would be able to participate in sessions with legislators and other councilmembers to benchmark and share ideas. They would also have the opportunity to vote and advocate on issues together with their fellow cities. During COVID, different groups were able to reach out to the Cities Association knowing they would be able to reach all 15 cities. Also, having a group with all 15 cities participating would complement the SCC City Managers and City Attorneys groups. Question #4: Does the proposed power of the executive committee have the potential to allow the executive board to make decisions at the expense of some or all of the members? Answer #4: The proposed JPA has been drafted to address concerns regarding the authority of the Executive Committee (formerly known as the “Executive Board”). Additional changes will be made to the JPA to clarify that the Executive Committee cannot make personnel decisions and that new powers can only be vested in the Executive Committee following a vote of the Board of Directors on the issue. The Executive Committee will not have the authority to make personnel decisions or decisions related to the contract for the Executive Director. The JPA currently reads as follows: at Article 11: “The Executive Committee may have additional powers delegated to it by the Board, except for the adoption of the Agency’s annual budget. Any additional powers and duties delegated shall be specified in a Resolution adopted by the Board. The Executive Committee shall provide notice to the Board before authorizing or conducting any investigations into the business of the Agency and before taking personnel action. These actions must be authorized by a majority vote of the Executive Committee.” The reference to personnel action will be removed and the Executive Committee will be prohibited from taking any personnel actions. Question #5 What is a situation where the association would need to issue debt, purchase land, or hire or terminate multiple employees? Answer#5: The provisions authorizing the JPA to issue debt or purchase land will be removed. It is unknown whether the Agency would ever need to hire or terminate an employee, but those decisions would be made by the Board of Directors and memorialized in a budget adopted by the Board of Directors, not the Executive Committee. (See answer to PERSONNEL MANAGEMENT #1) 61 Item # C6.

CITY OF MILPITAS

AGENDA REPORT
(AR)

Item Title: Receive Report on the American Rescue Plan Act (ARPA) Investment Plan (Staff Contact: Matt Cano, Deputy City Manager, 408-586-3053 and Lauren Lai, Director of Finance, 408-586-3111)
Category: Leadership and Support Services

Meeting Date: 10/17/2023
Recommendation: Receive Report on the American Rescue Plan Act (ARPA) Investment Plan

Background:

In March 2020, due to the rampant spread of the Coronavirus (Pandemic), a state of emergency was declared at the local, state, and federal levels and stay-at-home orders issued, which had an enormous impact on the local, state and national economy as well as the City’s finances.

On March 11, 2021, President Biden signed into law the American Rescue Plan Act (ARPA), a $1.9 trillion stimulus package, to counteract the economic impacts of the pandemic. The City’s ARPA allocation of $16,736,815 is available in two tranches, which was received in June 2021 and June 2022. Funds need to be either expended or encumbered by December 31, 2024, with all funds to be expended by December 31, 2026.

On May 11, 2021 (link to staff report), staff presented preliminary information on ARPA’s Coronavirus State and Local Fiscal Recovery Funding. Staff also provided information on other funding through ARPA that could benefit the Milpitas community since the Coronavirus Local Fiscal Recovery Funding (CLFRF) is only a portion of the total ARPA funding. Staff received Council input on ARPA Plan spending priorities in May and June (June 8, 2021 Council Meeting agenda report). A majority of the spending priorities were related to financial assistance and social services to those impacted by the pandemic, economic vitality, infrastructure, public safety, and technology.

On June 21, 2021 (link to the agenda report), Council approved the ARPA Investment Framework including the Fiscal Guidelines and Five Investment Areas. Fiscal Guidelines include the following:

1. Identify and promote other ARPA or State funding sources to the extent possible before dedicating local ARPA funds.

2. Use one-time ARPA funds for one-time expenditures such as investment in infrastructure or technology with minimum ongoing operating costs.

3. Avoid ongoing General Fund commitments with additional programs and positions.

4. Avoid creating a structural budget deficit if restoring any reduced services.

5. Leverage regional agencies, non-profit partners, and existing programs to maximize efficiency in delivering programs and services.

On August 9, 2021 (link to the agenda report), Council approved funding for 25 programs in the ARPA Investment Plan and delegated authority to the City Manager to proceed with appropriation actions and contract approvals, up to the approved amount for each program approved by Council, once compliance with ARPA procurement, contracting, and reporting requirements are confirmed. This would allow the funding to go to residents and businesses significantly impacted by the pandemic, in an efficient and expeditious manner.

Moreover, Council allocated funding into Five Investment areas of Community Services, Economic Vitality, Infrastructure, Public Safety, and Technology.

On January 11, 2022 (link to the agenda report), Council approved program funding re-allocations to enhance service delivery and/or streamline implementation, especially procurement. 62 Item # C7.

On March 15, 2022 (link to the agenda report), Council provided feedback and direction as a part of the Fiscal Year 2022-23 budget development, and also established the ARPA funding process to align with the annual budget development, which maximizes efficacy of budget management and service delivery. Current funding authorized by Council are allocated into five Investment areas of Community Services, Economic Vitality, Infrastructure, Public Safety, and Technology and unallocated of $126,056 as shown below.

On February 21, 2023 (link to the agenda report), Council approved a motion to defund the (1) Pilot Curbside Trash Pick Up Program ($85,500); (2) Small Business Assistance Program ($4,900); (3) Sustainable Neighborhood Program ($60,000); and (4) Milpitas Chamber of Commerce Program ($200,000). Additionally, Council’s motion directed staff to find a LGBTQIA+ youth services provider in the Social Services Program, to relocate $70,000 within the Workforce Development Program for Youth Force and reallocate the $97,000 within the parks appropriation to Selwyn Park.

During the FY 2023-24 Budget process, the Council approved changes to the ARPA Investment Plan, including re-allocation of funding from previously approved programs. $126,056 of unallocated ARPA funding is now available.

Analysis:

This report is consistent with prior periodic ARPA program reports to the City Council. In accordance with the March 2022 Council approved process for ARPA updates, ARPA funding will be reviewed annually as a part of the annual budget development. This process for ARPA funding aligns with the citywide budget development and also maximizes efficacy of budget management and service delivery. Should City Council desire, the ARPA funding may also be considered during the FY2023-24 mid-year process during February 2024.

Total ARPA funding of $16.7 million was distributed to the City of which $7.0 million has been expended and $9.7 million obligated on various Council authorized programs as summarized below and in Attachment #1. It should be noted that an additional $1.2 million in Parks funds was expended within the last few weeks due to the recent completion of Phase I of the parks projects. However, this is not reflected in the below table a the table shows expenses as of September 16, 2023.
63 Item # C7.

64 Item # C7.

Existing ARPA Programs that may require future funding changes

A handful of programs listed in the above table will need future budget adjustments either because they have been completed underbudget, staff anticipates completing in the future underbudget, or may need additional funding. These programs are listed below for reference and staff anticipates returning to the Mayor and City Council during the Fiscal Year 2024-2025 Budget Development process with specific recommendations on funding shifts.

Community Services

Rent and Mortgage Relief Program
The ARPA Investment Plan includes $1,100,000 for a Rent and Mortgage Relief Program. Of the total amount allocated $648,375 is for rent relief, $216,125 for mortgage relief, $150,000 for a 3-year limited term analyst, and $85,500 for the program administrator FORWARD. The rent relief portion of this program was launched in December 2022 and to date, the City has received 138 applications and disbursed $263,596 to 73 households.

The mortgage relief program was launched in March 2023 and to date, the City has received 9 applications.

However, the City has not been able to disburse any funds due to households being current on payments, requesting more than the maximum payment allowed, or not being Milpitas residents therefore not eligible. The City’s maximum of $15,000 was created with the knowledge that the California Mortgage Relief Program is still open and provides up to $80,000 in mortgage relief. The City’s Program Administrator, FORWARD, works with local nonprofit organizations to help connect any resident who is requesting over the City of Milpitas maximum amount with the State’s program for a seamless transition. It should be noted that the City’s Mortgage Relief program specifically prohibits households from accessing both the City’s and the State’s mortgage relief funding. As such, a residents’ inability to access funding from both programs may be contributing to the lack of applicants for the City’s Mortgage Relief program. During the upcoming Fiscal Year 2024-2025 Budget process, staff will likely recommend a different allocation for the $216,125 allocated towards mortgage relief.

Financial Assistance to Very Low to Moderate Income Residents for Utility Payments and Childcare Costs Staff is dispersing childcare subsidies and utility assistance on monthly basis and continuing to enroll participants and work directly with childcare providers. Additional marketing on available subsidies began in February 2023 and funding for childcare costs are anticipated to be expended by the June 2023. The current utility payment assistance enrollment is low despite multiple campaigns to inform the public. During the upcoming Fiscal Year 2024-2025 Budget process, staff will likely recommend a different allocation for the anticipated balance of allocated funds towards utility assistance.

Infrastructure

Parks
To provide for greater flexibility for project completion and ensure that critical health and safety improvements could be addressed expeditiously, the budget was split into two project phases.

On December 6, 2022, the Mayor and City Council approved the Phase I project award of an $872,059 construction contract to G&G Builders for renovations of to up to 11 parks, along with authority to negotiate and execute change orders not to exceed $468,514, utilizing ARPA funding. The seven parks included in the base scope of work are Sunnyhills Augustine Memorial, Cerano, John McDermott, O’Toole Elms, Pinewood, Selwyn and Tom Evatt. Parks included as add-alternates were Parc Metro Central, Parc Metro East, Parc Metro West and Sinnott. On February 21, 2023, Council approved additional ARPA funding in the amount of $60,000 to fund improvements at Selwyn Park. It is anticipated that approximately $100,000 in savings will be available at the completion of this Phase I project after any final change orders.

Phase II is under design and construction is expected to begin by Spring 2024 and complete by Spring 2025.

The current estimated budget for Phase II is $3.5 million. The twelve parks included in the project are Sandalwood, Sinnott, Starlite, Strickroth, Ben Rodger, Foothill, Hidden Lake, Murphy, Oliver Jones Memorial, 65 Item # C7.

Parc Metro West, Robert E. Brown and Sunnyhills Augustine Memorial (Sunnyhills Augustine Memorial has improvements included in the scope of both projects). The scope of work for these park improvements focuses on critical health and safety related improvements such as replacement of site furnishing and fitness station, picnic area, pathway, and restroom. Currently, the improvement needs at these parks exceeds the available funding. Staff is including add-alternates as part of the bid package to provide the opportunity for additional improvements to be included at the time of project award if additional funding becomes available. These add alternates include critical health and safety improvements. The current estimate for the add-alternates included in the design is approximately $500,000.

Additionally, staff has heard recent concerns from the community regarding the condition of the playground at Sinnott Park. While the playground is dated and in need of replacement, it was not identified in the Master Plan (other than the swing set) as a short term health and safety priority and there is no current budget for playground replacement. In the Master Plan, the replacement of the entire playground, including rubberized surfacing, was estimated at $1,000,000 in construction costs. With the inclusion of design, contingency and mobilization costs the playground replacement could cost as much as $1,500,000. As an additional consideration, with a lower allocation of approximately $350,000, staff could investigate replacing some of the playground equipment with “like for like” pieces.

In total, the identified additional short term project funding needs for parks funded by ARPA are as follows:
 $500,000 for critical health and safety related add-alternates;  $350,000 for playground upgrades at Sinnott Park (this does not include the larger playground replacement estimate)
 $850,000 total funding need.

The bid results for the ARPA funded Parks project are expected to be received in February or March 2024.

Staff recommends holding off on transferring any additional funds into the ARPA parks project until bid results are received as less than the anticipated funding of $500,000 in add alternates may be needed if the bid results are favorable. Additionally, staff recommends discussing potential additional funding for Sinnott Park as part of the Fiscal Year 2024-2025 Capital Budget Process.

Economic Vitality

Economic Development Workforce Development
ARPA funding of $300,000 was appropriated to provide Workforce Development Programs including funding for Milpitas Youth Force ($40,000 for 2022 summer program; $70,000 for 2023 summer program) to support low income youth and develop a local workforce pipeline, First 5 Santa Clara County for a Pilot Early Childhood Education Teacher Apprenticeship program ($40,000), Rising Sun Center for Opportunity Climate Careers to develop a program addressing climate change by employing local youth to provide energy efficiency services ($10,000), Build It Green to implement a Certified Green Building Professional Training program ($10,000), SEMI Foundation STEM kits program ($45,000), and Milpitas Unified School District Adult Education Career Training Center program ($30,000).

The Milpitas Youth Force 2022 and 2023 Programs, Rising Sun for Opportunity Careers program, and Build It Green’s Certification for the Green Building Professional Training program are complete. First 5 Santa Clara County’s Pilot for Early Childhood Education Teacher Apprenticeship program is ongoing until 2024. The SEMI Foundation STEM kits program is anticipated to launch by the end of the year and the MUSD Adult Education Career Training Center has launched and staff is currently in the process of grant fund disbursement.

The Office of Economic Development staff is currently evaluating workforce development programs for the estimated remaining funds of $73,000. Staff plans to utilize $18,000 of this $73,000 for a future Milpitas Youth Force Program. Staff is researching potential options for the remaining $55,000 that consists of early childhood education training at MUSD’s Innovation Campus, senior programs to assist older adults in obtaining job skills and job placement to re-enter the workforce, among others. 66 Item # C7.

Public Safety
Catalytic Converter Theft Deterrent Program ($200,000)
The Public Safety area of the ARPA Investment Plan includes an allocation of $200,000 to prevent catalytic converter theft. The limited term program was launched in November 2022 and required close coordination between the City Manager’s Office, Office of Economic Development, Police, Information Technology, and Finance. Extensive outreach was conducted to automotive businesses and Milpitas residents. Seven Milpitas businesses participated in the program and were reimbursed up to $400 for each installation of a physical protection measure such as plates and rods to protect catalytic converters against theft. The make and model of the cars determined which of the seven businesses could perform the work, thus not all businesses could avail themselves of the maximum amount of reimbursement offered through the program. The program registration ended on March 30, 2023 and final payments to participating business for services rendered were completed by June 30, 2023. $59,162 was disbursed to Milpitas businesses and 148 vehicles benefited from this program.

During the upcoming Fiscal Year 2024-2025 Budget process, staff will likely recommend a different allocation for the $140,838 remaining in this program allocation.

Fiscal Impact:

The ARPA allocation to the City is in the amount of $16,736,815 which Council appropriated and obligated into investment areas and specific programs.

California Environmental Quality Act:

This item is not a Project under CEQA in accordance with CEQA Guidelines Section 15061(b)(3) (Common Sense Exemption) as it can be seen with certainty that a general discussion of funding priorities by the City Council will not have a significant effect on the environment. Further, the item is also not a Project pursuant to CEQA Guidelines Section 15378(b)(2) as an administrative activity which is defined in the CEQA Guidelines to include the purchase of supplies and personnel related actions. It is further exempt under CEQA Guideline 15378(b)(4) as it is a government fiscal activity that does not involve a commitment to any specific project which may result in a potentially significant physical impact on the environment. Although the use of funding will be discussed for various potential projects, future environmental analysis will be conducted for the various potential projects prior to the City making any commitment or approval of any project, or it is covered by the CEQA Guideline 15061(b)(3) and/or 15378(b)(2).

Recommendations:

Receive Report on the American Rescue Plan Act (ARPA) Investment Plan

Attachments

1. ARPA status update – All Projects

67 Item # C7.

No. Program
Approved
Appropriation
Total Program
Expenditures Balance Current Status
1 Rent and Mortgage Relief $1,100,000 $674,472 $425,528 The rent relief program funds are nearing a 50% disbursement rate. There are funds available in the mortgage relief program as well. 2 Social Services $500,000 $414,365 $85,635 Non-profit grants & Team Programs: Grants awarded and programming has begun, serving Milpitas residents. Monies anticipated to be expended by the end of the fiscal year.
3 Financial Assistance to Low and Moderate Income
Residents for Utility Payments and Childcare Costs
$575,000 $202,320 $372,680 Dispersing childcare subsidies and utility assistance monthly. Continuing to enroll participants and work directly with childcare providers. Additional marketing on available subsidies starting in February 2023. Monies for childcare costs are anticipated to be expended by the end of the FY. Utility payment assistance enrollment is low despite multiple campaigns to inform the public.
4a Beautify Milpitas Program $100,000 $19,654 $80,346 Beautification Events are scheduled monthly and kits are ordered, assembled and distributed as needed. 4b Weed Abatement $90,000 $89,961 $39 Remaining funds are anticipated to be exhausted by the end of the fiscal year. 5 Homeless Outreach and Assessment $100,000 $20,525 $79,475 HEAT services agreement with Santa Clara County was executed. 6 Public Works Maintenance Staffing $172,344 $0 $172,344 FY23-24 adopted budget includes ARPA funding for public works service enhancements and staffing.

Community Services Subtotal $2,637,344 $1,421,297 $1,216,047 7 Small Business Assistance Grant Program $1,565,100 $1,565,100 $0 Grants have been disbursed and program is complete. 343 businesses received grants. 8 Hotel Assistance Grant Program $130,000 $130,000 $0 Grants have been disbursed and program is complete. 13 hotels received grants. 9 Accessory Dwelling Unit Program $990,000 $546,612 $443,388 114 ADU/JADU grants; 18 Permits Finaled, 43 Issued, 16 Approved, 47 in Plan Check 10 Storefront Improvement Grant Program $365,000 0 $365,000 Four applications have been submitted. Applicants have received award letters. Staff is processing a grant agreement and the other three applicantions are being reveiwed. Next steps include meeting with the applicants, design team and representatives from Planning, Building, and Economic Development. 11 Community Events $125,000 $92,595 $32,405 Program Coordinator Hired. Events include: Earth Day, Family Campout, Lantern Festival. ArtWalk, Dia de Los Muertos, and Holi Festival. Last events are held FY24. 12 Workforce Development Program $300,000 $126,839 $173,161 Staff is processing grant disbursements from MUSD's Career Education Training Center and SEMI Foundation's STEM Kits. Staff is also researching the potential of Workforce Development grants for early education training and for seniors to return to work. 13 Limited Term Economic Development Specialist
Position
$330,000 $220,069 $109,931 Position is currently occupied by a part-time Senior Special Projects Associate. 14 Business Improvement District $126,500 $29,640 $96,860 Staff, Civitas Advisors, and Community Strong Startegies continues to meet with the Steering Committee on the feasibility analysis of a Property-Business Improvement District (PBID).

Economic Vitality Subtotal $3,931,600 $2,710,855 $1,220,745 15 Park Rehabilitation $4,386,815 $77,059 $4,309,756Engineering's Project No. 3501: RFP process was completed in December 2023 for design services of 13 park improvements. The final design is anticipated to be completed by the end of this year and construction phase is anticipated to start in Spring 2024. Public Works’ PH3 Park Improvement Project No. 3500: On 12/06/22, City Council awarded a construction contract for 7 base bid sites and 2 add alternate sites to G&G Builders. This project has been completed and there are approximately $100,000 remaining funds that can be used to fund add-alternates for the Engineering’s Project No. 3501. All funds are expected to be expended at the completion of the Engineering project in mid-2025.
16 Public Safety Facilities' Rehabilitation $250,000 0 $250,000 Funds were allocated to Fire Station No. 1 Modular Building Project No. 3465 within the FY 2022-23 Mid-year budget adjustments on 2/21/2023 to fund a portion of the cost for the modular replacement. Engineering is working with Finance Department to purchase a modular that meet Fire Department’s needs. It is anticipated the modular building selection will be completed by Summer 2024 and installation will be completed by Fall 2025. The allocation is expected to be fully expended in 2025. 17 Mobile Emergency Operations Center (MEOC) $425,000 0 $425,000 Vehicle is 90% complete. Project is on schedule for a December 2023 delivery.

Infrastructure Subtotal $5,061,815 $77,059 $4,984,756
18 Public Safety Staffing $1,200,000 $1,200,000 $0 Four(4) firefighters and two(2) police officers funded. 19 Fire Pumper Truck $920,000 $455,580 $464,420 Fire attended Pre-construction meeting with the manufacturer on 10/3/23 with projected build date of mid-2024. 20 Emergency Management Program Assessment
Study
$200,000 $113,275 $86,725 12 annexes completed at this time. 8 remaining. ELT and CMO final reviews are currently in-progress with an estimated final completion date of QTR 1 2024. 21 Catalytic Converter Public Safety Initiative $200,000 $59,162 $140,838 Project Compete. 148 residents participated and 7 businesses were supported with a total of $59,162 in funding paid to the businesses.

Public Safety Subtotal $2,520,000 $1,828,018 $691,982
22 Human Resources Information System $1,100,000 0 $1,100,000Request for Information (RFI) completed, Request For Proposals (RFP) underway and vendor demonstrations for October. 5 Key HR process mapped. 23 Cybersecurity Programs and Training $300,000 $269,123 $30,877 User training service contract completed. Procured and completed implementation of an advanced endpoint protection system. Procured and currently implementing a web filtering solution.
24 Technology Infrastructure $710,000 $609,377 $100,624 Procured and completed two rounds of end-user equipment replacement projects. Third round in progress.

Technology Subtotal $2,110,000 $878,500 $1,231,500
25 ARPA Funds Administration $350,000 $99,486 $250,514 Procurement administration is on-going. Quarterly Treasury reports are submitted timely. Staff participates in GFOA meetings on emerging policy.

Administration Subtotal $350,000 $99,486 $250,514
26 ARPA Funds - Unallocated $126,056 $0 $126,056
Grand Total $16,736,815 $7,015,215 $9,721,600
City of Milpitas
ARPA Project Appropriation and Expenditures through Sept. 19, 2023 68 Item # C7.

CITY OF MILPITAS

AGENDA REPORT
(AR)

Item Title: Adopt a Resolution Granting Acceptance of Public Improvements and Approve a Reduction of the Faithful Performance Bond for the Self-Storage Project located at 1 Hanson Court and Grant Authorization to the City Engineer to Release the Performance Bond after the One-year warranty period; (Staff Contact: Matt Cano, Deputy City Manager, 408-586-3012; Roberto Alonzo, Transportation and Traffic Manager, 408-586-3316)
Category: Consent Calendar-Community Development
Meeting Date: 10/17/2023
Recommendation: Adopt a resolution granting acceptance of the completed public improvements for the Self-Storage Project located at 1 Hanson Court as shown on Public Improvement Plans No. 2-1224; and approve a reduction in the faithful performance bond to $16,000.00, which is 10% of the security’s original value which shall be in effect for the duration of the warranty period; and grant authorization to the City Engineer to release the performance bond after the one-year warranty period without further City Council action provided that all required warranty work is completed to the satisfaction of the City Engineer.

BACKGROUND:

On October 17, 2017, the City Council approved the Improvement Agreement for the Self-Storage Facility Project (Project) on a 4.13-acre site located at 1 Hanson Court. New public improvements constructed by the Project include; curb, gutters; sidewalk; driveway; utilities; landscaping; and other miscellaneous items of work.

ANALYSIS:

The Developer, One Hanson, LLC, has successfully completed all required public improvements for the Project in accordance with the City approved public improvement plans. The public improvements are now ready for City Council acceptance and commencement of the 1-year warranty period. Staff recommends the City Council adopt a Resolution (attached) granting acceptance of the public improvements, and to approve a reduction of the performance bond to $16,000.00, which is 10% of the security’s original value, and grant authorization to the City Engineer to release the performance bond after the one-year warranty period without further City Council action provided that all required warranty work is completed to the satisfaction of the Engineering Director/City Engineer.

POLICY ALTERNATIVE(S):

Alternative 1:

Not approve a resolution granting acceptance of public improvements including the reduction of the performance bond.

Pros: None

Cons: Not granting acceptance of the completed public improvements would limit use of improvements and would not promote the orderly completion and closeout of the Project, and it would be in conflict with the City’s obligation under the Subdivision Improvement Agreement.

Reason for Not Recommending: Granting the acceptance of the completed public improvements would allow public use of the improvements and provides for the completion and closeout of the Project as required by the 69 Item # C8.

Improvement Agreement. Staff recommends the City Council adopt the resolution granting acceptance of public improvements.

FISCAL IMPACT:

Public Improvements completed as part of this project will be perpetually owned and maintained by the city following acceptance by the City Council and completion of the 1-year warranty period. The Public Works Department will be responsible for maintenance of the improvements and any required additional funding for ongoing maintenance will be requested through future budget appropriations as the Council adopts the annual operating budget for the Public Works Department.

California Environmental Quality Act (CEQA):

Granting acceptance of public improvements and reducing faithful performance bond for public improvements are not considered projects under CEQA as there will be no direct or reasonably foreseeable indirect physical change in the environment. On October 28, 2015, per Resolution No. 15-034, the Planning Commission approved the construction of the project and adopted the Mitigation Monitoring and Reporting Program prepared as part of the Initial Study/Mitigated Negative Declaration for the Project.

RECOMMENDATION:

Adopt a resolution granting acceptance of the completed public improvements for the Self-Storage Project located at 1 Hanson Court as shown on Public Improvement Plans No. 2-1224; and approve a reduction in the faithful performance bond to $16,000.00, which is 10% of the security’s original value which shall be in effect for the duration of the warranty period; and grant authorization to the City Engineer to release the performance bond after the one-year warranty period without further City Council action provided that all required warranty work is completed to the satisfaction of the City Engineer.

Attachment(s):

Resolution
70 Item # C8.

RESOLUTION NO. ______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MILPITAS APPROVING ACCEPTANCE AND

REDUCING PERFORMANCE BOND OF THE SELF-STORAGE PROJECT AND GRANTING

AUTHORIZATION TO THE CITY ENGINEER TO RELEASE THE PERFORMANCE BOND AFTER THE

ONE-YEAR WARRANTY PERIOD

WHEREAS, the City Council of the City of Milpitas on October 17, 2017 approved the plans and specifications for the Self-Storage Project, (the “Project”) to be completed by One Hanson, LLC as part of its commercial development on 1 Hanson Court; and
WHEREAS, the City of Milpitas has heretofore entered into an improvement agreement on October 17, 2017 with One Hanson, LLC, for the Self-Storage Project; and
WHEREAS, One Hanson, LLC, as Principal, and Developers Surety and Indemnity Company, as Surety, executed and posted a certain Performance Bond N umber 652453S conditioned upon the faithful performance of the provisions of said improvement agreement and upon the faithful performance of all improvement work required thereunder; and WHEREAS, said public improvements for the Self-Storage Project have been completed and the improvement agreement provides that the security shall extend for a period of one year after the date of acceptance of said improvements to cover the warranty period of said improvements under said agreement; and WHEREAS, the City Council is willing to consent to a reduction in the penal sum of said security during said one- year warranty period; and
WHEREAS, the City Engineer of the City of Milpitas has made a final inspection of said improvements for the Self-Storage Project and recommends that the City Council of the City of Milpitas accept the same as constructed in accordance with the approved plans and specifications.

NOW, THEREFORE, the City Council of the City of Milpitas hereby finds, determines, and resolves as follows:

1. The City Council has considered the full record before it, which may include but is not limited to such things as the staff report, testimony by staff and the public, and other materials and evidence submitted or provided to it. Furthermore, the re citals set forth above are found to be true and correct and are incorporated herein by reference.

2. Those certain public improvements constructed as part of the Self-Storage Project , are hereby accepted as constructed in accordance with the approved plans and specifications upon recommendation of the City Engineer of the City of Milpitas.

3. The penal sum of the faithful performance bond securing said improvements may be reduced to the sum of $16,000.00, upon request of Principal and Surety, with said penal s um as reduced to apply from the date of completion and acceptance of said improvements and to extend for the balance of the term of one year of said security. Provided, however, that nothing herein contained shall in any way be deemed to be a waiver, release or relinquish by City of any obligations imposed upon the developer or his surety, or sureties, by law or by the above referend public improvement agreement, save and except as expressly set forth herein.

4. The City Council grants authorization to the City Engineer to release the performance bond after the one-year warranty period without further City Council action provided all required warranty work is completed to the satisfaction of the City Engineer.

71 Item # C8.

PASSED AND ADOPTED this _____ day of _________________, 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED:

____________________________ ___________________
Mary Lavelle, City Clerk Suzanne Guzzetta, City Clerk Carmen Montano, Mayor

APPROVED AS TO FORM:

____________________________
Michael Mutalipassi, City Attorney
72 Item # C8.

CITY OF MILPITAS

AGENDA REPORT
(AR)

Item Title: Adopt Resolutions of the Milpitas City Council and Milpitas Public Financing Authority Board Authorizing Investment of Monies in the Local Agency Investment Fund and Updating Officers’ Information (Staff Contact: Lauren Lai, Finance Director, 408-586-3111)
Category: Consent Calendar-Leadership and Support Services Meeting Date: 10/17/2023
Recommendation: Adopt two Resolutions of the Milpitas City Council and Milpitas Public Financing Authority Board authorizing investment of monies in the Local Agency Investment Fund and updating officers’ information.

BACKGROUND:

The City of Milpitas and the Milpitas Public Financing Authority (PFA) have been participating in the State’s Local Agency Investment Fund (LAIF) since 1977. LAIF offers local agencies such as our City the opportunity to participate in a major portfolio administered by the State Treasurer's Office for short-term investments.

LAIF requires that the City Council adopt a resolution that authorizes City designated individuals to have access to the City’s and PFA’s LAIF accounts. On June 6, 2023, with Council adoption of City Resolution Number 9250 and PFA Resolution Number 28, the signature authority was last updated to include Assistant City Manager and Director of Finance for re-authorization and the change of Mayor, Vice Mayor, City Manager and Deputy City Manager, in accordance with LAIF instructions and signature authority.

ANALYSIS:

Periodically it is necessary to update the signatories with LAIF. This occurs when there is either a change of staffing or a change of member(s) of the Council. The new authorization includes the newly appointed City Manager and vacant Assistant City Manager, in accordance with LAIF instructions and signature authority.

By updating the resolutions and completing the LAIF authorization form, all prior authorizations on file with LAIF for transfer of funds will be replaced and superseded.

POLICY ALTERNATIVE(S):

Alternative 1: Do not adopt two resolutions updating the list of authorized individuals having access to the City and the Public Finance Authority’s LAIF accounts.

Pros: None
Cons: The City will not be current with authorizations for appointed and elected officials.

Reason for Not Recommending: Not updating City and the Public Finance Authority’s account authorizations will be inconsistent with LAIF requirements.

FISCAL IMPACT:

There is no fiscal impact to change authorized persons.

73 Item # C9.

RECOMMENDATION:

Adopt the following two resolutions:
• Resolution of the City Council of the City of Milpitas Authorizing Investment of Monies in the Local Agency Investment Fund; and
• Resolution of the Board of Directors of the Milpitas Public Finance Authority Authorizing Investment of Monies in the Local Agency Investment Fund.

Attachment(s):

1. City Council Resolution

2. Financing Authority Resolution

74 Item # C9.

RESOLUTION NO. ______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MILPITAS AUTHORIZING

INVESTMENT OF MONIES IN THE LOCAL AGENCY INVESTMENT FUND

WHEREAS, Chapter 730 of the statutes of 1976 Section 16429.1 was added to the California Government Code to create a Local Agency Investment Fund in the State Treasury for the deposit of money of a local agency for purposes of investment by the State Treasurer; and

WHEREAS, the City Council does hereby find that the deposit and withdrawal of money in t he Local Agency Investment Fund in accordance with the provisions of Section 16429.1 of the Government Code for the purpose of investment as stated therein is in the best interests of the City of Milpitas.

NOW, THEREFORE, the City Council of the City of Milpitas hereby finds, determines, and resolves as follows:

1. The City Council does hereby authorize the deposit and withdrawal of City of Milpitas monies in the Local Agency Investment Fund in the State Treasury in accordance with the provisions of Section 16429.1 of the Government Code as stated herein, and verification by the State Treasurer’s Office of all banking information provided in that regard.

2. The following City of Milpitas officers or their successors in office shall be authorized to order the deposit or withdrawal of monies in the Local Agency Investment Fund:

Carmen Montano, Mayor ______________________________________ Evelyn Chua, Vice Mayor ______________________________________ Ned Thomas, City Manager ______________________________________ Assistant City Manager ___________vacant______________________ Matt Cano, Deputy City Manager ______________________________________ Lauren Lai, Director of Finance ______________________________________

PASSED AND ADOPTED this ____ day of _____________, 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED:

____________________________________ _________________________________ Suzanne Guzzetta, City Clerk Carmen Montano, Mayor

APPROVED AS TO FORM:

___________________________________
Michael Mutalipassi, City Attorney
75 Item # C9.

RESOLUTION NO. PFA

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE MILPITAS PUBLIC FINANCING AUTHORITY

AUTHORIZING INVESTMENT OF MONIES IN THE LOCAL AGENCY INVESTMENT FUND

WHEREAS, Chapter 730 of the statutes of 1976 Section 16429.1 was added to the California Government Code to create a Local Agency Investment Fund in the State Treasury for the deposit of money of a local agency for purposes of investment by the State Treasurer; and

WHEREAS, the Board of Directors of the Milpitas Public Financing Authority (“Authority”) does hereby find that the deposit and withdrawal of money in the Local Agency Investment Fund in accordance with the provisions of Section 16429.1 of the Government Code for the purpose of investment as stated therein is in the best interests of the Authority.

NOW, THEREFORE, the Board of Directors of the Milpitas Public Financing Authority hereby finds, determines, and resolves as follows:

1. The Board of Directors does hereby authorize the deposit and withdrawal of Authority monies in the Local Agency Investment Fund in the State Treasury in accordance with the provisions of Section 16429.1 of the Government Code as stated herein, and verification by the State Treasurer’s Office of all banking information provided in that regard.

2. The following Authority officers or their successors in office shall be authorized to order the deposit or withdrawal of monies in the Local Agency Investment Fund:

Carmen Montano, Chair ______________________________________ Evelyn Chua, Vice Chair ______________________________________ Ned Thomas, Authority Director ______________________________________ Assistant Authority Director __________vacant_______________________ Matt Cano, Deputy Authority Director ______________________________________ Lauren Lai, Treasurer ______________________________________

PASSED AND ADOPTED this day of, 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED:

________________________________________ ____________________________________ Suzanne Guzzetta, Authority Secretary Carmen Montano, Chair

APPROVED AS TO FORM:

_______________________________________
Michael Mutalipassi, Authority Counsel 76
Item # C9.

CITY OF MILPITAS

AGENDA REPORT
(AR)

Item Title: Approve and Authorize the City Manager to Execute a Sole Source Three-Year Agreement with CentralSquare Inc. for Maintenance and Support of the Public Safety Computer Aided Dispatch System (Staff Contact: Daniel Nam, Information Technology Director, 408-586-2712)
Category: Consent Calendar-Leadership and Support Services Meeting Date: 10/17/2023
Recommendation: Approve and authorize the City Manager to execute a sole source three-year agreement with CentralSquare Inc. for maintenance and support of the Public Safety Computer Aided Dispatch System for the not-to-exceed amount of $142,160.56 annually and $426,481.68 for a three-year term.

BACKGROUND:

A Computer Aided Dispatch (CAD) system is vital for the efficient delivery of police and fire services. Due to the complex nature of the system, routine updates and maintenance are imperative in ensuring performance and reliable operations.

In October 2003, after competitively evaluating different software packages for CAD software from several companies, the City entered into an agreement with Tritech Software Systems, Inc. Tritech Software Systems was determined to have the best price and service and has been the provider of the CAD systems used by the police and fire departments since 2003.

In July 2018, TriTech was acquired by CentralSquare Inc., and the City has continued to rely on CentralSquare for the maintenance and support of the CAD software. The system is proprietary, and only CentralSquare can provide the necessary annual software maintenance services for the system. The software maintenance renewal is subject to an annual agreement between the parties. In September 2023, the City's Purchasing Agent redesignated CentralSquare Inc. as the "Sole Source" provider of the TriTech CAD system and its maintenance in accordance with Municipal Code Section 1-2-3.06 “Sole Source Procurement." This designation is active for three (3) years, ending on August 31, 2026.

ANALYSIS:

Previously, the City did not have an agreement with the vendor and instead directly paid the invoice or used a standard purchase order template with terms and conditions for services. The City is continually evaluating its contracts, and as this is a critical function and maintenance service, the City wishes to formalize this service with terms and conditions within a formal agreement.

Since the CAD system is essential for public safety services, staff recommends continuing the maintenance and support agreement with CentralSquare and requests Council authorization for the agreement not-to- exceed amount of $142,160.56 annually and $426,481.68 for a three-year contract term.

POLICY ALTERNATIVE(S):

Alternative 1: Do not authorize the City Manager to execute the Sole Source agreement with CentralSquare Technologies Maintenance Contract related to 9-1-1 Computer-Aided-Dispatch system.

Pros: None

Cons: The city will lose the ability to keep the CAD systems up-to-date through routine upgrades and receive technical assistance from the vendor, which could have an impact on the efficient delivery of public safety 77 Item # C10.

services.

Reason for Not Recommending: Authorizing the City Manager to execute this sole source agreement would allow Staff to continue efforts to negotiate a timely agreement and ensure a reliable CAD system, which is vital to the delivery of police and fire services.

FISCAL IMPACT:

The annual maintenance cost is $142,160.56. The total cost for the three-year agreement term is $426,481.68. There are sufficient funds available for the first year in the Information Technology FY24 operating budget. Funding for future years will be allocated through the annual budget process.

California Environmental Quality Act (CEQA):

The action is an organizational or administrative activity of the City government that will not result in direct or indirect physical changes in the environment and is not a project pursuant to Cal. Code of Regs., tit. 14, § 15378.

RECOMMENDATION:

Approve and authorize the City Manager to execute a sole source three-year agreement with CentralSquare Inc. for maintenance and support of the Public Safety Computer Aided Dispatch System for the not-to-exceed amount of $142,160.56 annually and $426,481.68 for a three-year term.

Attachment(s):

Sole Source Request Form
Professional Services Agreement

78 Item # C10.

V.011322

CITY OF MILPITAS

SOLE SOURCE OR

SOLE BRAND (STANDARDIZATION) REQUEST

THIS FORM MUST BE COMPLETED AND APPROVED

PRIOR TO ANY PROCUREMENT
_________________________________________________________________________ When a request is made for a sole source procurement or to restrict procurement to a specific brand (standardization) for the acquisition of supplies, equipment and materials or services (except for consultant services or contracts with other governmental agencies), as applicable, the requesting department must complete this form consistent with Section I-2-3.06 - Sole Source Procurement or Section I-2-3.14 - Standardization.

Per the aforementioned Municipal Code section, a sole source contract is authorized when the Purchasing Agent determines in writing, after conducting a good faith review of available sources, that only one viable source exists for the required supplies, material, equipment, or general service, or that there is a compelling reason for using only one source. The detailed information you are providing will facilitate such a determination.

Per the aforementioned Municipal Code section, a standardization of supplies, materials or equipment, including information and communication technology products and services and subsequent sole brand procurement is authorized, when the Purchasing Agent has determined that it is required for the health, safety or welfare of the people or employees of the City, or that cost savings have been demonstrated. Among the fact ors that may be considered in determining to standardize on a single brand or trade name are that:
a) In order to acquire a specific product(s) for the purpose of conducting a field test or experiment to determine the product's suitability for use by the City. b) When it is required for proper operation or function to match other products with respect to the repair or expansion or completion of a system or program already in use by the City, including, but not limited to, technology purchases required to achieve interoperability with existing hardware, software, systems or programs. c) In order to achieve significant cost savings based upon consideration of the following cost factors: (1) Timeliness and quality of installation, repair and maintenance; (2) Quality of user training; (3) Supplies and replacement parts; (4) Modification of existing equipment, materials or systems; (5) Future upgrades and updates; (6) Estimated amount and cost of reasonably foreseeable future purchases of equipment that would be required to be compatible or functional with the product which is the subject of the standardization determination; and/or (7) Administrative costs. 79 Item # C10.

V.011322

This form is not necessary for contracting for professional services or contracting with other governmental agencies.

Please answer in the space provided, or in an attachment address by specific reference, each question listed below in your justification. Be sure to answer each part of each question as each must be addressed; no response can be not applicable. Failure to respond fully to any of the questions may result in delay or rejection of the request due to inadequate justification. If additional information is necessary, please attach additional page(s) and/or documents, as needed.

1. This is a request for a (circle one) Sole Source Sole Brand exception.

2. Using appropriate detail, including brand name and model number, briefly describe the product you wish to procure. In the case of a general service use enough detail to clearly describe to someone not familiar with your department’s operation what you are procuring.

If it is your assertion that the manufacturer or distributor is the only authorized source in the Bay Area, Northern California; or whatever the claim is; please substantiate that with a letter from the manufacturer or distributor. The letter must be on their stationary but can be sent via email. Attach a copy to this form.

TriTech was acquired by CentralSquare Inc. and the City has continued to rely on CentralSquare for the maintenance and support of the CAD software. The system is proprietary and only CentralSquare can provide the necessary annual software maintenance services to the system.

3. Please provide the total not-to-exceed amount of the purchase and/or agreement/contract as well as the requested term. (if buying software, the City’s standard term is five years) Total Cost: $ 426,481.68 Term: 9/1/2023-8/31/2026
Detailed cost breakdown explanation per year:

Year 1: 142,160.56
Year 2: 142,160.56
Year 3: 142,160.56

4. For goods: What are the unique performance features of the product/brand requested that are not available in any other product/brand? For services: What unique qualifications, rights, degrees, certifications, licenses and/or experience does this vendor possess? 80 Item # C10.

V.011322

Staff competitively evaluated different software packages for Computer Added Dispatching (CAD) software from a variety of different companies. Tritech Software Systems was determined to have the best price and service and has been the backbone of both the Police and Fire Main computerized dispatch systems since 2003.

5. What other products/services have been examined and rejected, and why? (Please provide a specific meaningful explanation, one vendor and one feature at a time. For products be sure to clearly identify the product by name and model number and include the name, address, email, and telephone number of the company representative whose product you tested.)

This service requires highly specific knowledge and skills related to the CentralSquare Inform 9-1-1 CAD system. This service is provided solely be the manufacturer.

6. If justification is based on matching and/or intermixing with existing equipment (standardization or sole brand only – (sole brand may only be used by authority of the City Council)), list the quantity, manufacturer, brand, and model of the existing equipment, and identify measurable cost savings consistent with the sole brand requirements identified on page one of the request form (attach calculations as necessary).

I HEREBY CERTIFY THAT:

1. I have read and understand the City's requirements for competitive bidding, as well as the criteria for justification for sole source and sole brand procurements.

2. I have gathered the required technical information and have made a concentrated effort to review comparable and/or equal equipment/service.

3. There is validity as to the information contained herein justifying my request for sole source or sole brand procurement and meeting the City's criteria.

4. A sole source or sole brand procurement in this case would withstand a possible audit or a vendor's protest.

Requestor: Subia Karim ________________________________ Date: 7/31/2023 81 Item # C10.

V.011322

Department Head: Daniel Nam ___________________________ Date: 7/31/2023 PURCHASING DIVISION USE ONLY:

APPROVED: Yes No
Purchasing Agent: __________________________________ Date:

Purchasing Agent’s Written Determination:
82 Item # C10.

V.011322

SOLE SOURCE OR SOLE BRAND REQUEST
A. OVERVIEW
Purchasing recognizes that departments often invest a great deal of time and effort in selecting a source or brand, prior to submitting a requisition to Purchasing. Even though the departmental review process prior to the submittal of a requisition may be sound, it is highly recommended to quickly engage with Purchasing as soon and early in the process as possible to ensure all documentation and justifications for the request are consistent with the Municipal Code.

Likewise, Purchasing can be an effective partner in a competitive review process given adequate time and involvement in your requirement definition.

In an effort to expedite sole source or sole brand requisition s through Purchasing, you are directed to review the Sole Source or Sole Brand Request form herein. If the Department feels the request meets the criteria, follow the instructions in filling out the form and attach it to the requisition. After review, if P urchasing concurs with your sole source or sole brand justification, the requisition may be expedited without the competitive solicitation requirements.

This is an internal City review process. Departments are directed to use discretion in their discussion with vendors so as to not compromise any competitive advantage that Purchasing may utilize; in the event the sole source or sole brand justification is rejected. Rather than merely a shift of the review burden, this process acknowledges the significant effort a department may undertake when identifying a vendor or brand and provides you with the method by which to make requisitioning efforts more efficien t adhering to the City’s Purchasing Ordinance.

In order for Purchasing to accept a request for sole source/sole brand, the certification form referenced is made a part of the Purchasing Agent’s written determination as provided by the Municipal Code must be signed by the Department Head. The completed form will remain on file for audit purposes.

Sole Source Requests Over $100,000
Sole Source requests over $100,000 require submission of an Agenda Report Sample - Sole Source Agenda Report and approval by City Council and require submission of a resolution as in the Sample - Sole Source Resolution. If you are making a second sole source purchase, over $100,000, within the five -year life of the original sole source purchase you are still required to submit an AR to City Council , and at a minimum, the report should confirm the findings in the prior sole source resolution are still accurate and that nothing has changed in the marketplace or elsewhere. If anything has changed, then a new resolution is required. If 83 Item # C10.

V.011322

nothing has changed, then the Department can rely on the prior resolution but should include language in the AR indicating that all previous findings and conclusions are still accurate, and staff is not aware of any new information that would change those findings or conclusions in the prior sole source resolution.

B. PROCEDURE Sole source or sole brand procurements are an exception to competitive solicitation requirements and, therefore, require a detailed justification. In processing sole source or sole brand requests for supplies, equipment and/or services (except for consultant services or contracts with other governmental agencies) , Purchasing adheres to and is governed by the principles set forth in City of Milpitas Municipal Code Section I-2-3.06 - Sole Source Procurement or Section I-2-3.14 - Standardization as approved by the City Council.

If the requesting Department is requesting a particular vendor, brand or product, staff must make this fact clear on your requisition. If approved, the request will then be restrictive and non-competitive and will fall into a sole source or sole brand category.

Such a request should not be made unless Department staff is confident that the request is reasonable and appropriately justified to meet the City’s requirements and withstand any possible audit or scrutiny. The Cit y’s requirements and the format for submitting such requests are contained herein.

The following factors DO NOT apply to sole source requests and should not be included in any sole source and/or sole brand justification request. They will not be considered and only tend to confuse the evaluation process and delay the procurement.

1. Personal preference or experience with or for a particular product or vendor.

2. Cost, vendor performance, and/or local service (these are generally considered award factors in competitive bidding).

3. Features which exceed the minimum department requirements.

4. Explanation of the need and/or basic use for the equipment, unless the information relates to a request for “unique factors” (refer to question three from the Sole Source/Sole Brand Request form). In other words, it is not appropriate to only state the Department is requesting a specific tree trimmer so staff can trim trees, instead explain why this particular trimmer with these exact performance specifications is the only one that will meet the Department’s need(s).

5. A request for “no substitution” submitted without justification. This is just a sole source or sole brand request without justification and will be rejected 84 Item # C10.
38077.00180\29167975.12 C2 Page 1 of 23

PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE

CITY OF MILPITAS AND CENRALSQUARE TECHNOLOGIES LLC

This Agreement is made and entered into as of , 2023 (“Effective Date”) by and between the City of Milpitas, a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 455 E. Calaveras Boulevard, Milpitas, California 95035 (“City”), and CentralSquare Technologies, LLC, a Florida limited liability company, with its principal place of business at 1000 Business Center Dr., Lake Mary, FL 32746 (hereinafter referred to as “Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

RECITALS

A. City is a public agency of the St ate of California and is in need of professional services for the following project:

Central Square- VisiCAD Maintenance Renewal

(hereinafter referred to as “the Project”).

B. Consultant is duly licensed and has the necessary qualifications to provide suc h services.

C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.

AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services

Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit A

2. Compensation

a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit B.

b. In no event shall the total amount p aid for services rendered by Consultant under this Agreement exceed the sum of Four Hundred Twenty-Six Thousand Four Hundred Eighty- One Dollars and Sixty-Eight Cent ($426,481.68). This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within thirty (30) days of receipt of an invoice which includes a detailed description of the
85 Item # C10.
38077.00180\29167975.12 C2 Page 2 of 23
work performed. Payments to Consultant for work performed will be made on a monthly billing basis.

3. Additional Work

If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.

4. Maintenance of Records

Books, documents, papers, accounting records, and other evidence perta ining to costs incurred shall be maintained by Consultant and made av ailable at all reasonable times during the Agreement term and for three (3) years from the date of final payment under the Agreement for inspection by City.

5. Term of Agreement

The term of this Agreement shall be from September 01, 2023 to August 31, 2026, unless earlier terminated as provided herein. The City reserves the right to review the Consultant’s performance at the end of each year and cancel all or part of the Agreement.

6. Delays in Performance

a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non - performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; flood s; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint.

b. Should such circumst ances occur, the non -performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.

7. Compliance with Law

a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements.

b. If required, Consultant shall assist the City, as req uested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. 86 Item # C10.
38077.00180\29167975.12 C2 Page 3 of 23
c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a resu lt of his or her services or operations performed under this Agreement.

8. Standard of Care

Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions.

9. Assignment and Subconsultant

Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason.

Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.

10. Independent Consultant

Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided.

11. Insurance

Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance requi red under Exhibit D (Insurance Requirements), attached hereto and incorporated herein by this reference. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required therein.

12. Indemnification

a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, cau ses of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
87 Item # C10.
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b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance of “design professional” services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtai ning a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

c. Consultant shall not be required to indemnify City for any claims or actions caused to the extent of the negligence or wrongful act of City, its employees, agents, or contractors. If a claim, lawsuit or liability results from or is contributed to by the actions or omissions of City, or its employees, agents or contractors, Consultant’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault.

d. Notwithstanding the foregoing, the total liability of Consultant for any claim or damage arising from or otherwise related to this agreement, whether in contract, tort, by way of indemnification or under statute shall be limited to direct damages which shall not exceed the total amount paid and to be paid under this contract for the applica ble twelve (12) month term. The foregoing is not limited by any insurance proceeds or coverage paid or to be paid by any insurance carrier.

13. California Labor Code Requirements

a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicab le “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compe nsation is One Thousand Dollars and Zero Cents ($1,000.00) or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisio ns, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 177 7.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records direc tly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

b. If the services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultan t shall maintain registration for the duration of the Project and require the same of any subconsulta nts, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall 88 Item # C10.
38077.00180\29167975.12 C2 Page 5 of 23
not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

//

c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. C onsultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor

14. Verification of Employment Eligibility

By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same

15. Laws and Venue.

This Agreement shall be interpreted in accordance with the laws of the State of California.

If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Santa Clara, State of California

16. Termination or Abandonment

a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawin gs and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amo unt mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not b e e ntitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work

b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial 89 Item # C10.
38077.00180\29167975.12 C2 Page 6 of 23
failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.

c. The Consultant understands and accepts that at all times; the Agreement is subject to appropriation of funds by the Milpitas City Council. The Agreement may terminate without penalty, liability or expense of any kind to the City at the end of Agreement term. The City has no obligation to make appropriations for the Agreement in lieu of appr opriations for new or other contracts. City budget decisions are subject to the discretion of the Mayor and City Council.

Consultant’s assumption of risk of possible non-appropriation is a part of the consideration for the Agreement. This section controls against any and all other provisions of the Agreement.

17. Documents

Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or develop ed for the Project shall , upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.

18. Notice

Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to:

CITY:

City of Milpitas
455 E. Calaveras Boulevard
Milpitas, California 95035
Attn: City Manager

and shall be effective upon receipt thereof.

20. Third Party Rights
CONSULTANT:

CentralSquare Technologies, LLC
1000 Business Center Drive
Lake Mary, FL 32746
Attn: Commercial Contracts Team

Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.

21. Equal Opportunity Employment

Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions.

Such non -discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, la yoff or termination.

22. Entire Agreement
90 Item # C10.
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This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreemen ts shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement.

23. Severability

The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the provisions unenforceable, invalid or illegal.

24. Successors and Assigns

This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.

25. Non-Waiver

None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specifically specified in writing.

26. Time of Essence

Time is of the essence for each and every provision of this Agreement.

27. City’s Right to Employ Other Consultants

City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.

28. Prohibited Interests

Consultant maintains and warrants that it has not employed nor retained any compan y or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solel y for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agree ment without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

29. Wage Theft Prevention
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a. Consultant, and any subconsultant it employs to complete work under this Agreement, shall comply with all applicable federal, state and local wage and hour laws.

Applicable laws may include, but are not limi ted to, the Federal Fair Labor Standards Act, the California Labor Code and the Milpitas Minimum Wage Ordinance.

b. BY SIGNING THIS AGREEMENT, CONSULTANT AFFIRMS THAT IT HAS

DISCLOSED ANY FINAL JUDGMENTS, DECISIONS OR ORDERS FROM A COURT OR INVESTIGATORY GOVERNMENT AGENCY, FINDING IN THE FIVE (5) YEARS PRIOR

TO EXECUTING THIS AGREEMENT THAT CONSULTANT OR ITS SUBCONSULTANTS HAS VIOLATED ANY APPLICABLE WAGE AND HOUR LAWS. CONSULTANT

FURTHER AFFIRMS THAT IT OR ITS SUBCONSULTANT(S) HAS EITHER FUL LY

SATISFIED EACH JUDGMENT, DECISION OR ORDER, OR, IF ANY JUDGMENT,

DECISION OR ORDER HAS NOT BEEN FULLY SATISFIED, CONSULTANT AFFIRMS

THAT IT OR ITS SUBCONSULTANT(S) IS CURRENTLY SATISFYING SAID JUDGMENT,

DECISION OR ORDER THROUGH A PAYMENT OR ALTERNATIVE PLAN APPROVED

BY THE APPLICABLE COURT/GOVERNMENT AGENCY AND THAT CONSULTANT OR

ITS SUBCONSULTANT(S) ARE IN COMPLIANCE WITH SAID PLAN AS OF THE DATE OF EXECUTING THIS AGREEMENT.

c. If at any time during the term of this Agreement, a court or investigatory government agency is sues a final judgment, decision or order finding that Consultant or a subconsultant it employs to perform work under this Agreement has violated any applicable wage and hour law, or Consultant learns of such a judgment, de cision, or order that was not previously disclosed in its bid/proposal, Consultant shall inform the City no more than fifteen (15) calendar days after the judgment, decision or order becomes final or from the date of learning of the final judgment, decision or order. Consultant or its subc onsultant(s) shall, within thirty (30) calendar days after notifying the City, either (i) fully satisfy any such judgment, decision, or order and provide the City with documentary evidence of satisfying said judgment, decision or order; or (ii) provide the City documentary evidence of a payment or other alternative plan approved by the court/government agency to satisfy the judgment, decision or order. If the Consultant or its subconsultant is subject to a payment or other alternative plan, the Consultant or its subconsultant shall continue to submit documentary evidence every thirty (30) calendar days during the term of the Agreement demonstrating continued compliance with the plan until the judgment, decision or order has been fully satisfied.

d. For purposes of this Section, a "final judgment, decision, or order" refers to one for which all appeals have been exhausted or the time period to appeal has expired. Relevant investigatory government agencies include: the United States Department of Labor, the California Division of Labor Standards Enforcement, the City, or any other governmental entity or division tasked with the investigation and enforcement of wage and hour laws.

e. Failure to comply with any part of this Section constitutes a material breach of this Agreement. Such breach may serve as a basis for immediate termination of this Agreement and/or any other remedies available under this Agreement and/or law.

f. Notice provided to the City shall be addressed to: Attention: Finance Director, 455 E. Calaveras Blvd. Milpitas, CA 95035. The Notice provisions of this Section are separate from 92 Item # C10.
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any other notice provisions in this Agreement and, accordingly, only notice provided to the above address satisfies the notice requirements in this Section.

[SIGNATURES ON FOLLOWING PAGE]

93 Item # C10.
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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF MILPITAS

AND CENRALSQUARE TECHNOLOGIES LLC

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CITY OF MILPITAS
Approved By:

Ned Thomas, Acting City Manager

Date

Approved As To Form:

Michael Mutalipassi, City Attorney

Approved:

Lauren Lai, CPA, MPA
Finance Director/Risk Manager

Approved As To Content:

Daniel Nam, Information Technology Director

CENRALSQUARE TECHNOLOGIES
LLC
Approved By:

Signature
Michelle Turner
Name

Title

Date
_______________________________________
Signature
Ronald A. Anderson
Name

Title

Date

94 Item # C10.
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EXHIBIT A

Scope of Services

This Support & Maintenance Exhibit describes support and maintenance relating to technical support that CentralSquare will provide to Client during the Term of the Agreement.

1. Product Updates and Releases

1.1. Software Version. “Software Version” means the base or core version of the Software that contains significant new features and significant fixes and is available to the County.

Software Versions may occur as the Software architecture changes or as new technologies are developed. The nomenclature used for updates and upgrades consists of major, minor, build, and fix and these correspond to the following digit locations of a release, a,b,c,d. An example of which would be 7.4.1.3, where the 7 refers to the major release, the 4 refers to the minor release, the 1 refers to the build, and the 3 refers to a fix. All Software Versions are provided and included as part of this Agreement.

1.2. Updates. From time -to-time CentralSquare may develop permanent fixes or solutions to known problems or bugs in the Software and incorporate them in a formal “Update” to the Software. If Client is receiving technical support from CentralSquare on the general release date for an Update, CentralSquare will provide the Client with the Update and related Documentation at no extra charge.

1.3. Releases. Client shall agree to install and/or use any Release provided by CentralSquare within one year to avoid or mitigate a performance problem or infringement claim.

All modifications, revisions and updates to the Software shall be furnished by means of new Releases of the Software and shall be accomp anied by updates to the Documentation whenever CentralSquare determines, in its sole discretion, that such updates are necessary.

2. Telephone Support & Support Portal

2.1. CentralSquare shall provide to Client, 24/7 via toll-free phone number 833-278- 7877. Cen tralSquare shall provide to Client, commercially reasonable efforts in solving errors reported by the Client as well as making available an online support portal. Client shall provide to CentralSquare reasonably detailed documentation and explanation, together with underlying data, to substantiate errors and to assist CentralSquare in its efforts to diagnose, reproduce and correct the error. Should either Party not be able to locate the error root cause and Client and CentralSquare agree that on-site services are necessary to diagnose or resolve the problem CentralSquare shall provide a travel estimate and estimated hours in order to diagnose the reported error. If after traveling onsite to diagnose a reported error and such reported error did not, in fact, exist or was not attributable to a defect in the Software provided by CentralSquare or an act or omission of CentralSquare, then Client shall pay for CentralSquare's investigation, travel, and related services in accordance with provided estimate. Client m ust provide CentralSquare with such facilities, equipment and support as are reasonably necessary for CentralSquare to perform its obligations under this Exhibit, including remote access in accordance with the Remote Access Policy.

//
95 Item # C10.
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3. Website Support

Online support is available via https://support.centralsquare.com/s/contact-us, offering Client the ability to resolve its own problems with access to CentralSquare’s most current information. Client will need to enter its designated us ername and password to gain access to the technical support areas on CentralSquare’s website. CentralSquare’s technical support areas allow Client to: (i) search an up-to-date knowledge base of technical support information, technical tips, and featured functions; and (ii) access answers to frequently asked questions (FAQ).

4. Exclusions from Technical Support Services

CentralSquare shall have no support obligations with respect to any third -party hardware or software product not licensed or sold to Client by CentralSquare (“Nonqualified Product”).

Client shall be solely responsible for the compatibility and functioning of Nonqualified Products with the Software.

5. Client Responsibilities

In connection with CentralS quare’s provision of technic al support as described herein, Client acknowledges that Client has the responsibility to do each of the following:

5.1. Provide hardware, operating system and browser software that meets technical specifications, as well as a fast, stable, high speed connection and remote connectivity.

5.2. Maintain the designated computer system and associated peripheral equipment in good working order in accordance with the manufacturers’ specifications, and ensure that any problems reported to CentralSquare are not due to hardware malfunction;

5.3. Maintain the designated operating system at the latest code revision level reasonably deemed necessary by CentralSquare for proper operation of the Software;

5.4. Supply CentralSquare with access to and use of all information and facilities reasonably determined to be necessary by CentralSquare to render the technical support described herein;

5.5. Perform any test or procedures reasonably recommended by CentralSquare for the purpose of identifying and/or resolving any problems;

5.6. At all times follow routine operator procedures as specified in the Documentation or any error correction guidelines of CentralSquare posted on the CentralSquare website;

5.7. Client shall remain solely responsible at all times for the safeguarding of Client’s proprietary, confidential, and classified information; and

5.8. Reasonably ensure that the designated computer system is isolated and free from viruses and malicious code that could cause harm before requesting or receiving remote support assistance.

//
96 Item # C10.
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6. Priorities and Support Response Matrix

The following priority matrix relates to software errors covered by this Agreement. Causes secondary to non-covered causes - such as hardware, network, and third -party products - are not included in this priority matrix and are outside the scope of this Support & Maintenance Exhibit.

CentralSquare will make commercially reasonable efforts to respond to Software incidents for live remote based production systems using the following guidelines:

Priority Issue Definition Response Time
Priority 1
– Urgent
The software is completely
down and will not launch or
function.

Priority 1 issues must be called in via 833-278-
7877 and will be immediately answered and
managed by the first available representative.

Priority 2
– Critical
A high -impact problem that
disrupts the customer’s
operation but there is capacity
to remain productive and
maintain necessary operations.

Priority 2 issues must be called in via 833-278-
7877 and will be immediately answered and
managed by the first available representative.

Priority 3
– Non-
Critical
A Software Error related to a
user function which does not
negatively impact the User
from the use of the system. This
includes system administrator
functions or restriction of user
workflow b ut does not
significantly impact their job
function.

Priority 3 issues called in via 833-278-7877 will
be immediately answered and managed by the
first available representative.

Non-Critical Priority 3 issues may also be
reported via
Https://support.centralsquare.com/s/contact-us
Priority 4
– Minor
Cosmetic or documentation
errors, including Client
technical questions or usability
questions.

Priority 4 issues called in via 833-278-7877 will
be immediately answered and managed by the
first available representative.

Minor Priority 4 issues may also be reported via
Https://support.centralsquare.com/s/contact-us

7. Exceptions
CentralSquare shall not be responsible for failure to carry out its service and maintenance obligations under this Exhibit if the failure is caused by adverse impact due to:

7.1. defectiveness of the Client’s environment, hardware or ancillary systems, or due to Client corrupt, incomplete, or inaccurate data reported to the Software, or documented defect.

7.2. denial of reasonable access to Client’s system or premises preventing CentralSquare from addressing the issue.
97 Item # C10.
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7.3. material changes made to the usage of the Software by Client where CentralSquare has not agreed to such changes in advance and in writing or the modification or alteration, in any way, by Client or its subcontractors, of communications links necessary to the proper performance of the Software.

7.4. a force majeure event, or the negligence, intentional acts, or omissions of Client or its agents.

8. Incident Resolution
Actual response times and resolutions may vary due to issue complexity and priority. For critical impact level and above, CentralSquare provides a cont inuous resolution effort until the issue is resolved. CentralSquare will make commercially reasonable efforts to resolve Software incidents for live remote based production systems using the following guidelines:

Priority Resolution Process Resolution Time
Priority 1
– Urgent
CentralSquare will provide a
procedural or configuration
workaround or a code
correction that allows the
Client to resume live
operations on the production
System.

CentralSquare will work continuously to
provide the Client with a solution that allows
the Client to resume live operations on the
production system.

CentralSquare will resolve the issue as soon as
possible and not later than twenty-four (24)
hours after notification.

Priority 2
– Critical
CentralSquare will provide a
procedural or configuration
workaround or a code
correction that allows the
Client to resume normal
operations on the production
System.

CentralSquare will work continuously to
provide the Client with a solution that allows
the Client to resume normal operations on the
production System.

CentralSquare will resolve the issue as soon as
possible and not later than thirty-six (36) hours
after notification.

Priority 3
– Non-
Critical
CentralSquare will provide a
procedural or configuration
workaround that allows the
Client to resolve the problem.

CentralSquare will work to provide the Client
with a resolution which may include a
workaround or code correction within a
timeframe that takes into consideration the
impact of the issue on the Client and
CentralSquare’s User base. Priority 3 issues
have priority scheduling in a subsequent
release.

Priority 4
– Minor
If CentralSquare determines
that a reported Minor Priority
error requires a code
correction, such issues will be
addressed in a subsequent
release when applicable.

CentralSquare will work to provide the Client
with a resolution which may include a
workaround or code correction in a future
release of the software. Priority 4 issues have
no guaranteed resolution time.
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9. Non-Production Environments
CentralSquare w ill make commercially reasonable efforts to provide fixes to non - production environment(s). Non-production environments are not included under the response or resolution tables provided in this Exhibit.

9.1. Maintenance. All non-production environment resolution processes will follow the structure and schedules outlined above for production environments.

9.2. Incidents and service requests . Non -production environment incidents are considered priority 3 or 4, dictated by circumstances and will be prioritized and scheduled similar to production environment service requests.

10. Training
Outside the scope of training services purchased, if any, Client is responsible for the training and organization of its staff in the operation of the Software.

11. Development Work
Software su pport and maintenance does not include development work either (i) on software not licensed from CentralSquare or (ii) development work for enhancements or features that are outside the documented functionality of the Software, except such work as may be specifically purchased and outlined in the Agreement. CentralSquare retains all intellectual property rights in development work performed and Client may request consulting and development work from CentralSquare as a separate billable service. 99 Item # C10.
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EXHIBIT B
Schedule of Charges/Payments

[Vendor Invoice on Following Page]
100
Item # C10.

Tritech Software Systems, a CentralSquare Company
1000 Business Center Drive
Lake Mary, FL 32746

Billing Inquiries: [email protected] Bill To
Milpitas, CA
Daniel Nam
1265 North Milpitas Boulevard
Milpitas CA 95035
United States
Invoice

Ship To
Milpitas, CA
Daniel Nam
1265 North Milpitas Boulevard
Milpitas CA 95035
United States

Customer No Customer Name Customer PO # Currency Terms Due Date 12635 Milpitas, CA USD Net 30 8/31/2023

Description Units Rate Extended

Contract No. Q-137807

1 Inform Mobile Base Position with CJIS/NCIC Forms Annual Main - Annual Maintenance Fee
Inform Mobile Base Position with CJIS/NCIC Forms Annual Maintenance Fee
Maintenance: Start:9/1/2023, End: 8/31/2024
5 $231.04 $1,155.20
2 Inform Mobile Mapping Annual Maintenance Fee - Annual Maintenance Fee
Inform Mobile Mapping Annual Maintenance Fee
Maintenance: Start:9/1/2023, End: 8/31/2024
5 $46.21 $231.04
3 Standard Station Alert Interface Annual Maintenance Fee - Annual Maintenance Fee
Standard Station Alert Interface
Maintenance: Start:9/1/2023, End: 8/31/2024
1 $5,093.55 $5,093.55
4 Escrow Fee - Annual Subscription Fee 1 $950.00 $950.00 Maintenance: Start:9/1/2023, End: 8/31/2024
5 Inform Mobile Mapping Annual Maintenance Fee - Annual Maintenance Fee
Mobile Mapping Support Fees
Maintenance: Start:9/1/2023, End: 8/31/2024
51 $29.67 $1,513.17
6 Inform CAD Position Annual Maintenance Fee - Annual
Maintenance Fee
VisiCAD Command Public Safety Full-User License***
Maintenance: Start:9/1/2023, End: 8/31/2024
6 $3,533.36 $21,200.16
7 Inform CAD Quickest Path Module Annual Maintenance Fee - Annual Maintenance Fee
VisiCAD Live Routing License
Maintenance: Start:9/1/2023, End: 8/31/2024
1 $4,416.71 $4,416.71
8 Inform CAD The GISLink Utility Position Annual Maintenance F - Annual Maintenance Fee
GISLink / VisiCAD MapImport Utility
Maintenance: Start:9/1/2023, End: 8/31/2024
2 $2,944.48 $5,888.96
Invoice No (1 of 1)
386769
Date
7/7/2023
Page
1 of 5

kalteza , 7/10/2023, 10:06:46 AM
101
Item # C10.

Tritech Software Systems, a CentralSquare Company
1000 Business Center Drive
Lake Mary, FL 32746

Billing Inquiries: [email protected] Bill To
Milpitas, CA
Daniel Nam
1265 North Milpitas Boulevard
Milpitas CA 95035
United States
Invoice

Ship To
Milpitas, CA
Daniel Nam
1265 North Milpitas Boulevard
Milpitas CA 95035
United States

Customer No Customer Name Customer PO # Currency Terms Due Date 12635 Milpitas, CA USD Net 30 8/31/2023

Description Units Rate Extended
9 Inform CAD Position Annual Maintenance Fee - Annual
Maintenance Fee
VisiCAD MultiAgency
Maintenance: Start:9/1/2023, End: 8/31/2024
1 $1,472.24 $1,472.24
10 Inform CAD Position Annual Maintenance Fee - Annual
Maintenance Fee
VisiCAD Multiassign
Maintenance: Start:9/1/2023, End: 8/31/2024
1 $2,208.35 $2,208.35
11 Event Playback (GIS Playback) Module Annual Maintenance Fee - Annual Maintenance Fee
VisiCAD Playback
Maintenance: Start:9/1/2023, End: 8/31/2024
1 $1,472.24 $1,472.24
12 CentralSquare Message Switch Annual Maintenance Fee - Annual Maintenance Fee
VisiCAD Query Message Switch
Maintenance: Start:9/1/2023, End: 8/31/2024
1 $1,472.24 $1,472.24
13 Inform CAD the Archive Server Software Annual Maintenance Fe - Annual Maintenance Fee
VisiCAD Archive License Data Purging & SQL Replication
Maintenance: Start:9/1/2023, End: 8/31/2024
1 $5,888.95 $5,888.95
14 Inform CAD Rotation Provider Annual Maintenance Fee - Annual Maintenance Fee
VisiCAD Rotation
Maintenance: Start:9/1/2023, End: 8/31/2024
1 $147.22 $147.22
15 Inform CAD Test or Training System Annual Maintenance Fee - Annual Maintenance Fee
VisiCAD Training/Test Server
Maintenance: Start:9/1/2023, End: 8/31/2024
1 $2,945.82 $2,945.82
16 Standard Alpha Numeric Paging Interface Annual Maintenance F - Annual Maintenance Fee
Standard Alpha-Numeric Paging Interface License
Maintenance: Start:9/1/2023, End: 8/31/2024
1 $2,650.01 $2,650.01
Invoice No (1 of 1)
386769
Date
7/7/2023
Page
2 of 5
102
Item # C10.

Tritech Software Systems, a CentralSquare Company
1000 Business Center Drive
Lake Mary, FL 32746

Billing Inquiries: [email protected] Bill To
Milpitas, CA
Daniel Nam
1265 North Milpitas Boulevard
Milpitas CA 95035
United States
Invoice

Ship To
Milpitas, CA
Daniel Nam
1265 North Milpitas Boulevard
Milpitas CA 95035
United States

Customer No Customer Name Customer PO # Currency Terms Due Date 12635 Milpitas, CA USD Net 30 8/31/2023

Description Units Rate Extended
17 Inform Mobile Base Position Annual Maintenance Fee - Annual Maintenance Fee
VisiNet Mobile Applications Server License
Maintenance: Start:9/1/2023, End: 8/31/2024
1 $14,722.34 $14,722.34
18 Inform Mobile Base Position Annual Maintenance Fee - Annual Maintenance Fee
VisiNet mobile Client License***
Maintenance: Start:9/1/2023, End: 8/31/2024
50 $203.15 $10,157.50
19 Inform Mobile Mapping Annual Maintenance Fee - Annual Maintenance Fee
VisiNet Mobile Mapping Client License
Maintenance: Start:9/1/2023, End: 8/31/2024
50 $88.35 $4,417.50
20 Standard Station Alert Interface Annual Maintenance Fee - Annual Maintenance Fee
Locution Station Alert/Printer Interface License (Centralized) Maintenance: Start:9/1/2023, End: 8/31/2024
1 $8,833.40 $8,833.40
21 NCIC/State Message Switch Software - Inform CAD/Inform Mobil - Annual Maintenance Fee
Interfaces to CLETS/SLETS/NCIC
Maintenance: Start:9/1/2023, End: 8/31/2024
1 $4,416.71 $4,416.71
22 Standard ANI/ALI Interface Annual Maintenance Fee - Annual Maintenance Fee
Standard E-9-1-1 With TDD Interface License
Maintenance: Start:9/1/2023, End: 8/31/2024
1 $5,888.95 $5,888.95
23 Message Switch Manager Annual Maintenance Fee - Annual Maintenance Fee
Message Switch Manager
Maintenance: Start:9/1/2023, End: 8/31/2024
1 $1,472.24 $1,472.24
24 Inform CAD Integrated Solution Annual Maintenance Fee - Annual Maintenance Fee
Aether Fire RMS Closed-Record Download License w/ Personnel and Roster Integration
Maintenance: Start:9/1/2023, End: 8/31/2024
1 $8,833.40 $8,833.40
Invoice No (1 of 1)
386769
Date
7/7/2023
Page
3 of 5
103
Item # C10.

Tritech Software Systems, a CentralSquare Company
1000 Business Center Drive
Lake Mary, FL 32746

Billing Inquiries: [email protected] Bill To
Milpitas, CA
Daniel Nam
1265 North Milpitas Boulevard
Milpitas CA 95035
United States
Invoice

Ship To
Milpitas, CA
Daniel Nam
1265 North Milpitas Boulevard
Milpitas CA 95035
United States

Customer No Customer Name Customer PO # Currency Terms Due Date 12635 Milpitas, CA USD Net 30 8/31/2023

Description Units Rate Extended
25 Std Inform CAD to Inform CAD Basic Interface (single side) A - Annual Maintenance Fee
Standard VisiCAD to CAD Interface License
Maintenance: Start:9/1/2023, End: 8/31/2024
1 $7,497.82 $7,497.82
26 Inform CAD Position Annual Maintenance Fee - Annual
Maintenance Fee
VisiCAD Command Public Safety Database Server License
Maintenance: Start:9/1/2023, End: 8/31/2024
1 $8,833.40 $8,833.40
27 Inform CAD Position Annual Maintenance Fee - Annual
Maintenance Fee
VisiCAD BOLO License
Maintenance: Start:9/1/2023, End: 8/31/2024
1 $1,472.24 $1,472.24
28 Inform CAD Mapping Annual Maintenance Fee - Annual
Maintenance Fee
CAD Mapping Support Fees
Maintenance: Start:9/1/2023, End: 8/31/2024
10 $18.52 $185.20
29 Inform CAD Position Annual Maintenance Fee - Annual
Maintenance Fee
VisiCAD R-Check
Maintenance: Start:9/1/2023, End: 8/31/2024
1 $1,472.24 $1,472.24
30 Inform CAD Mapping Test or Training Annual Maintenance Fee - Annual Maintenance Fee
Inform CAD Mapping Test or Training
Maintenance: Start:9/1/2023, End: 8/31/2024
4 $132.74 $530.96
31 TomTom Street GIS Data (Enterprise Mobile On-Prem) Annual Subscription Fee - Annual Subscription Fee
56 $55.38 $3,101.28
Maintenance: Start:9/1/2023, End: 8/31/2024
32 TomTom Street GIS Data (Enterprise CAD/RMS On-Prem)
Annual Subscription Fee - Annual Subscription Fee
56 $28.92 $1,619.52
Maintenance: Start:9/1/2023, End: 8/31/2024

Invoice No (1 of 1)
386769
Date
7/7/2023
Page
4 of 5
104
Item # C10.

Tritech Software Systems, a CentralSquare Company
1000 Business Center Drive
Lake Mary, FL 32746

Billing Inquiries: [email protected] Bill To
Milpitas, CA
Daniel Nam
1265 North Milpitas Boulevard
Milpitas CA 95035
United States
Invoice

Ship To
Milpitas, CA
Daniel Nam
1265 North Milpitas Boulevard
Milpitas CA 95035
United States

Customer No Customer Name Customer PO # Currency Terms Due Date 12635 Milpitas, CA USD Net 30 8/31/2023

Please include invoice number(s) on your remittance advice, made payable to Tritech Software Systems

ACH:

Routing Number 121000358
Account Number 1416612641
E-mail payment details to: [email protected]

Check:
12709 Collection Center Drive
Chicago, IL 60693
Subtotal $142,160.56

Tax $0.00

Invoice Total $142,160.56

Payments Applied $0.00

Balance Due $142,160.56
Invoice No (1 of 1)
386769
Date
7/7/2023
Page
5 of 5
105
Item # C10.
38077.00180\29167975.12 C2 Page 17 of 23

EXHIBIT C
Activity Schedule
[RESERVED]
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38077.00180\29167975.12 C2 Page 18 of 23

EXHIBIT D

INSURANCE REQUIREMENTS
Please refer to the insurance requirements listed below. Those that have an “X” indicated in the space before the requirement apply to Contractor’s or Consultant’s Agreement.

Contractor or Consultant shall procure and maintain for the duration of the A greement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results o f that work by the Contractor or Consultant, its agents, representatives, employees or subcontractors.

Contractor or Consultant shall provide its insurance broker(s)/agent(s) with a copy of these requirements and request that they provide Certificates of Insurance complete with copies of all required endorsements.

Contractor or Consultant shall furnish City with copies of original endorsements affecting coverage required by this Exhibit D. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements and certificates are to be received and approved by City before work commences. City has the right to require Contractor’s or Consultant’s insurer to provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications.

Commercial General Liability (CGL):

Coverage at least as broad as Insurance Services Office (“ISO”) Form CG 00 01 covering CGL on an “occurrenc e” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $2,000,000.00 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

X Coverage at least as broad as ISO Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $1,000,000.00 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

Coverage at least as broad as ISO Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $5,000,000.00 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 107
Item # C10.
38077.00180\29167975.12 C2 Page 19 of 23
Automobile Liability:

_X Coverage at least as broad as ISO Form Number CA 0001 covering, Code 1 (any auto), of if Contractor or Consultant has no owned autos, Code 8 (hired) and 9 (non -owned), with limits no less than $1,000,000.00 combined single limit for bodily injury and property damage.

Coverage at least as broad as I SO Form Nu mber CA 0001 covering, Code 1 (any auto), with limits no less than $5,000,000.00 combined single liit for bodily injury and property damage.

Garage keepers’ extra liability endorsement to extend coverage to all vehicles in the care, custody and control of the Contractor or Consultant, regardless of where the vehicles are kept or driven.

Professional Liability (Errors and Omissions):

X Insurance appropriates to the Contractor or Consultant’s profession, with limit no less than $1,000,000.00 per occurrence or claim, $2,000,000.00 aggregate.

(If Design/Build), with limits no less than $1,000,000.00 per occurrence or claim, and $2,000,000.00 policy aggregate.

Insurance appropriates to the Contractor or Consultant’s profession, with limit no less than per occurrence or claim, aggregate

Workers’ Compensation Insurance:

X Insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000.00 per accident for bodily injury or disease. (Not required if Contractor or Consultant provides written verification it has no employees)

The Employer’s Liability policy shall be endorsed to waive any right of subrogation as respects the City, its elected and appointed officia ls, officers, attorneys, agents, and employees.

Builder’s Risk (Course of Construction):

Insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions. If the project does not involve new or major reconstruction, at the option of the City, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at the City’s site. 108
Item # C10.
38077.00180\29167975.12 C2 Page 20 of 23
Contractor’s or Consultant’s Pollution Legal Liability:

Contractor’s or Consultant’s pollution legal liability and/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards) with limits no less than $1,000,000.00 per occurrence or claim and $2,000,000.00 policy aggregate.

If the Contractor or Consultant maintains higher limits than the min imums shown above, the City requires and shall be entitled to cov erage for the higher limits maintained by the Contractor or Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

Cyber Liability Insurance

X Cyber Liability Insurance with limits not less than $1,000,000 per claim.

Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor or Consultant in this Agreemen t and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion, and network security.

The policy shall provide coverage for breach response costs as well as regulatory fines and penalties, and credit monitoring expenses with limits sufficient to respond to these obligations.

Surety Bonds:

Contractor shall provide the following Surety Bonds:

Bid Bond

Performance Bond
Payment Bond

The Payment Bond and Performance Bond shall be in a sum equal to the contr act price.

Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California.

Other Insurance Provisions:

The insurance policies are to contain, or be endorsed to contain the following provisions:

X Additional Insured Status and Primary/Non-Contributory Language:

Contractor’s general liability and automobile liability policies shall be primary and shall not seek contribution from the City’s coverage and be endorsed to include the City and its elected and appointed officials, officers, attorneys, agents employees and volunteers as 109
Item # C10.
38077.00180\29167975.12 C2 Page 21 of 23
additional insureds under such policies using Insurance Services Office form CG 20 10 (or equivalent) on the general liability policy. For construction projects, an endorsement providing completed operations coverage for the additional insured on the general liability policy, ISO form CG 20 37 (or equivalent), is also required.

The limits of insurance r equired in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City (if agreed to in a written contract or agreement) before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

Loss Payee Status – Builder’s Risk/Course of Construction Insurance (applicable to Construction Contracts only)
Contractor or Consultant may submit evidence of Builder’s Risk insurance in the form of Course of Construction coverage. Such coverage shall name the City as a loss payee as their interest may appear.

X Waiver of Subrogation:

Contractor or Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor or Consultant may acquire against the City by virtue of the payment of any loss under such ins urance. Contractor or Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Contractor or Consultant, its employees, agents and subcontractors.

Completed Operations

For Construction Agreements , Contractor shall maintai n insurance as required by this Agreement to the fullest amount allowed by law and shall maintain insurance for a minimum of five (5) years following the completion of this project. In the event Contractor fails to obtain or maint ain completed operations coverage as required by this Agreement, the City at its sole discretion may purchase the coverage required and the cost will be paid by Contractor.

THE FOLLOWING PROVISIONS APPLY TO ALL AGREEMENTS

Deductibles and Self-Insured Retentions (“SIR”):

Any deductibles or self-insured retentions must be declared to and approved by City.

All SIRs must be disclosed to Risk Management for approval and shall not reduce the limits of liability.
110
Item # C10.
38077.00180\29167975.12 C2 Page 22 of 23
Acceptability of Insurers:

Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A- :VII, unless otherwise acceptable to City.

Claims Made Policies: (note - should be applicable only to professional liability, see below)

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Contractor shall maintain insurance coverage for the duration of the Agreement and any extensions thereafter. If coverage is canceled or non -renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor or Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

3. If the services involve lead -based paint or asbestos identification/ remediation, the Contractor’s Pollution Liability Policy shall not contain lead -based paint or asbestos exclusions.

If the services involve mold identification/remediation, the Contractors Pollution Liability Policy shall not contain a mold exclusion, and the definition of Pollution shall include microbial matter, including mold.

Subcontractors:

Contractor or Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensu re that City is an additional insured on insurance required from subcontractors.

Subcontractor agrees to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City under this Agreement and any other contract documents.

Subcontractor further agrees to include the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, with any sub-subcontractor to the extent they apply to the scope of the sub -subcontractor’s work. A copy of the City indemnity and insurance provisions will be furnished to the subcontractor upon request.

Verification of Coverage:

Contractor or Consultant shall furnish the City with original certificates and amendatory endorsements or copies of the a pplicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor or Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Special Risks or Circumstances
111
Item # C10.
38077.00180\29167975.12 C2 Page 23 of 23
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage or other special circumstances. Contractor will be provided 60 days written notice of any modifications to the requirements as outlined above.

Failure to Comply:

Each insurance policy required above shall contain or be endorsed to contain that any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected and appointed officials, officers, attorneys, agents, and employees.

Applicability of Coverage:

Each insurance policy required above shall contain or be endorsed to contain that the Contractor’s or Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 112
Item # C10.

CITY OF MILPITAS

AGENDA REPORT
(AR)

Item Title: Receive an Update on the Emergency Repairs to the HVAC System and Equipment at City Hall and at the Public Works/Information Technology/Police Department Buildings and Determine that the Con dition Continues to Constitute an Emergency (Staff Contact: Christian Di Renzo, Public Works Director, 408-586-2602) Category: Consent Calendar-Community Services and Sustainable Infrastructure

Meeting Date: 10/17/2023
Recommendations: (1) Receive an update on the emergency repairs to the HVAC system and equipment at City Hall and at the Public Works/Information Technology/Police Department Buildings; and (2) Determine by a four-fifths vote that the condition continues to constitute an emergency.

Background:

Pursuant to Public Contract Code section 22050 and the attached Council Resolution No. 9134, the Director of Public Works, in the case of emergency, may authorize a repair of a public facility and procure the work without giving notice for bids. An emergency is defined as “a sudden, unexpected occurrence that poses a clear and imminent danger, requiring immediate action to prevent or mitigate the loss or impairment of life, health, property, or essential public services.” Additionally, State law requires the Public Works Director, as the City official with delegated authority to take emergency action, to report any emergency authorization and the reason(s) for the authorization to the City Council not later th an seven days after the action, or at its next regularly scheduled meeting if that meeting will occur not later than 14 days after the action. Further, the Public Works Director is required to report why the emergency would not permit a delay resulting from a competitive solicitation for bids and the City Council is required to review the emergency action at every regularly scheduled meeting thereafter until the emergency repair is completed. The City Council shall continue to review the emergency action at every regularly scheduled meeting thereafter until the action is terminated. At each review, the City Council shall determine, by a four-fifths vote, whether there is a need to continue the action.

Consistent with applicable State law and Council Res olution, on April 27, 2023, the Public Works Director declared an emergency and authorized the City to contract with its existing HVAC maintenance contractor, Environmental Systems Inc. (ESI), for the emergency repairs to the HVAC system at City Hall and t he Public Works, Information Technology and Police Department buildings. The Information Memorandum issued on that date outlined the various equipment issues and provided a cost estimate of $ 899,300.

Progress Report:

Below is a current update on the status of emergency repairs to the HVAC systems at City Hall and the Public Works, Information Technology and Police Department Buildings.

City Hall

The new boilers have been placed in the mechanical room on the 4 th floor. Staff is working with the contractor for the building permitting process and to finalize the installation plan for the new boilers . The contractor is continuing repairs to the VAV boxes. All repairs are expected to be completed by early December.

113
Item # C11.

Public Works/Information Technology/Police Department

The contractor is currently working on the repairs to the VAV boxes in the Public Works and Information Technology work areas. The contractor is also working on installing the new boiler and chiller pumps . The installation is expected to be completed by the end of October. The next phase will include the update to the BMS system to finalize the emergency repairs for this b uilding, which is expected to be completed by early December.

Fiscal Impact:

Funding for these repairs is available in the City’s Capital Improvement Program (CIP) budget and has been fully encumbered CIP Project 3499 - HVAC Systems Repairs funded $620,000 for the upgrades to the Building Management System (BMS) and Variable Air Flow (VAV) boxes at both buildings. The remaining repairs were funded by CIP Project 3406 – City Building Improvements in the amount of $279,300.

California Environmental Quality Act:

The emergency repair work is exempt from CEQA, per CEQA Guidelines Section 15301, Existing Facilities and 15302, Replacement or Reconstruction.

Recommendations:

1. Receive an update on the emergency repairs to the HVAC system and equipment for City Hall and the Public Works, Information Technology and Police Department buildings.

2. Determine by a four-fifths vote that the condition continues to constitute an emergency.

Attachment:

None
114
Item # C11.

CITY OF MILPITAS

AGENDA REPORT
(AR)

Item Title: Approve and Authorize the FY 2023-2024 Santa Clara Valley Urban Runoff Pollution Prevention Program Assessment Payment for the Not-to-Exceed Amount of $154,067.00 (Staff Contact: Christian Di Renzo, Public Works Director, 408-586- 2602)
Category: Consent Calendar-Community Services and Sustainable Infrastructure Meeting Date: 10/17/2023
Recommendation: Approve and authorize the FY 2023-2024 Santa Clara Valley Urban Runoff Pollution Prevention Program Assessment Payment for the not-to-exceed amount of $154,067.00.

BACKGROUND:

The Santa Clara Valley Urban Runoff Pollution Prevention Program (SCVURPPP) was originally formed in 1990 through a Memorandum of Agreement (MOA) among Santa Clara Valley-based local governments as a means to assist its members to negotiate and comply with a federal Clean Water National Pollutant Discharge Elimination System (NPDES) permit for municipal stormwater systems (Stormwater Permit). In 2000, the parties entered into the Agreement Providing for Implementation of the SCVURPPP that established terms relating to the implementation, oversight, and cost allocation of the program. Cities are required to comply with the permit for stormwater flows to creeks, streams, and ultimately the San Francisco Bay. SCVURPPP is comprised of the Santa Clara Valley Water District, the County of Santa Clara, and thirteen cities and towns that discharge stormwater to the San Francisco Bay, including the City of Milpitas.

SCVURPPP supports its members by providing a coordinated approach to implementing the Stormwater Permit, including outreach, water quality monitoring, program research and development, collaboration with other countywide programs, and negotiations with regulators. SCVURPPP allows its members to leverage resources and has proven highly effective, twice winning national awards issued by the U.S. Environmental Protection Agency. Since its original formation, the participating agencies, including City of Milpitas, have twice previously authorized a continuation of SCVURPPP without changing the original terms.

The Agreement was first amended in 2005 to extend one fiscal year beyond the termination date of the National Pollution Discharge Elimination System (NDPES) Permit issued to the parities. The Municipal Regional Stormwater NPDES Permit regulates the discharge of stormwater runoff from the separate municipal storm sewer systems. The Agreement was amended a second time in 2010 to extend one fiscal year beyond the termination date of the NPDES Permit. A new Municipal Regional Stormwater NPDES Permit was issued by the Regional Water Quality Control Board – San Francisco Bay Region and became effective on January 1, 2016.

On November 15, 2016, the City Council approved and authorized the City Manager to execute the Third Amendment to the Agreement, providing for continued participation in the SCVURPPP under the original terms, for one fiscal year after the current permit expiration date of December 21, 2020, or regulatory agency permit term extension, which extended the term of agreement one fiscal year beyond the date of termination of the Municipal Regional Permit.

A new Municipal Regional Permit was adopted by the San Francisco Bay Regional Board that became effective on July 1, 2022 and is effective through June 30, 2027. On March 7, 2023, the City Council approved and authorized the City Manager to execute the Fourth Amendment to the Agreement, providing for continued participation in the SCVURPPP under the original terms, for one fiscal year after the current permit expiration date (through June 20, 2028).
115
Item # C12.

ANALYSIS:

On June 6, 2023, the City Council approved and adopted the Fiscal Year 2023 -2024 operating budget which included the allocation of $153,892 in funding payable to the City of Sunnyvale (who serves as fiscal agent for the program) for the FY 2023-2024 Santa Clara Valley Urban Runoff Pollution Prevention Program Assessment Payment. The amount budgeted was an estimated value based on previous payments. Annual program assessment costs fluctuate annually depending on the credit the City receives from unspent SVURPPP carryover funds from previous fiscal years. The City did not receive the actual FY 2023-2024 program assessment amount until July 1, 2023 which was $175 above the budgeted amount. This agenda report is being brought to the City Council to request increasing the previously approved payment of $153,892 to $154,067. Staff recommends the City Council approve and authorize the FY 2023 -2024 Santa Clara Valley Urban Runoff Pollution Prevention Program Assessment Payment for the not-to-exceed amount of $154,067.

POLICY ALTERNATIVE(S):

Alternative 1: Do not approve funding to participate in the Santa Clara Valley Urban Runoff Pollution Prevention Program.

Pros: This will result in a cost savings of $154,067 to the General Fund.

Cons: The City will not be able to benefit from the regional resources that help Santa Clara County municipalities cost-effectively comply with the Municipal Regional Stormwater NPDES Permit.

Reason for Not Recommending: The City executed the Third Amendment to the Agreement for continued participation in the Santa Clara Valley Urban Runoff Pollution Prevention Program.

FISCAL IMPACT:

The MOA for SCVURPPP allocates the costs of the program across its members with those allocations having been negotiated at the time of formation in 1990. The cost sharing allocation set forth in the MOA allocates

30.2% to the Water District, 30.1% to the City of San Jose, and the remainder to the remaining agencies, roughly proportional to community size and runoff from respective jurisdictions.

The City’s proportional share of the SCVURPPP cost is 2.75% of the total program budget. The SCVURPPP program costs for FY 2023-2024 total $5,602,455 and the City of Milpitas share is $155,609. The City received a credit of $1,542 which has been applied to the assessment and brings the total cost for the current fiscal year to $154,067. Sufficient funds for the project are available in the Public Works Operating Budget for this service.

California Environmental Quality Act (CEQA):

Participation in SCVURPPP is exempt from the requirements of the California Environmental Quality Act (CEQA) because it is an action taken by a regulatory agency to assure the maintenance, restoration, enhancement or protection of the environment. (CEQA Guidelines Section 15308). In addition, the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. (CEQA Guidelines Section 15061(b)(3).)

RECOMMENDATION:

Approve and authorize the FY 2023-2024 Santa Clara Valley Urban Runoff Pollution Prevention Program Assessment Payment for the not-to-exceed amount of $154,067.

Attachment(s):

None

116
Item # C12.

CITY OF MILPITAS

AGENDA REPORT
(AR)

Item Title: Approve and Authorize the City Manager to Execute a No-Cost Amendment No. 7 to extend the terms of the Agreement with West Yost Associates for Construction Support Services for the Main Lift Pump Station Odorous Emissions Control Facility Project (Staff Contact: Christian Di Renzo, Public Works Director, (408) 586-2602)
Category: Consent Calendar-Community Services and Sustainable Infrastructure Meeting Date: 10/17/2023
Recommendation: Approve and authorize the City Manager to execute a no-cost Amendment No. 7 to extend the terms for the agreement with West Yost Associates for construction support services for the Main Lift Pump Station Odorous Emissions Control Facility Project.

BACKGROUND:

In 2018, the City Council approved Capital Improvement Project No. 6130 – Main Lift Station Odor Emissions Control, which provided funding for the design and construction of odorous emissions control at the Main Lift Pump Station in order to address concerns regarding elevated levels of hydrogen sulfide and other odorous compounds in the environment.

All wastewater collected by the City’s sanitary sewer system flows through the Milpitas Main Lift Pump Station (Main Lift). The Main Lift discharges wastewater through two 36-inch diameter force mains to the San Jose- Santa Clara Regional Wastewater Facility. Concerns from the community and Bay Area Air Quality Management District regarding elevated levels of hydrogen sulfide and odors prompted the City to initiate an investigation into odor emissions control technologies to address these concerns. West Yost completed the Main Pump Station Emissions Control Study for the City that included hydrogen sulfide monitoring and analysis and identified a treatment system that could treat hydrogen sulfide and odor resulting from operations of the Main Lift Pump Station.

On November 21, 2018, the City entered into a professional services agreement with West Yost Associates for design services on the Main Lift Pump Station Odorous Emissions Control project. The initial agreement was set to expire on November 20, 2019 with a not-to-exceed amount of $98,000.00. The scope of work in the agreement included a number of tasks for West Yost Associates including workshops and meetings, preliminary design confirmation, detailed design work for the improvements at the Main Lift Pump Station, as well as bid support services. This initial agreement was not bid as it qualified for the professional services exemption under I-2-3.12 - Contracting for Consultants of the Milpitas Municipal Code.

On June 12, 2019, the City Council approved Amendment No. 1 to this agreement to add additional design services needed to address issues identified during the 50% design phase of the project, including investigating options for treating/controlling a tar-like substance that accumulates in the exhaust ducts, and potholing to determine extent of underground electrical utilities that could impact the project. This amendment extended the term of the agreement through November 20, 2019 and increased the total compensation to a not-to-exceed amount of $134,340.00. On December 14, 2020 the City Manager authorized Amendment No. 2 to the Agreement to extend the expiration date of the agreement to May 20, 2021.

On January 27, 2021, the City Manager authorized Amendment No. 3 to the agreement to add construction support services for the implementation of the project, increasing the total compensation to a not-to-exceed amount of $384,000.00 and extending the expiration date of the agreement to June 30, 2022 in order to align with the project’s construction schedule. On May 5, 2022 Amendment No. 4 was executed to extend the expiration date of the agreement to December 31, 2022. On December 9, Amendment No. 5 was executed to 117 Item # C13.

extend the expiration date of the agreement to June 30, 2023. On June 29, 2023 Amendment No. 6 was executed to extend the expiration date of the agreement to October 31, 2023.

ANALYSIS:

West Yost has completed the 100% design of the project is currently providing construction support services needed for the construction phase of the project, which include:

 Construction Engineering Services – Consultant would provide engineering support to conduct technical submittal reviews and engineering services during the construction of the project, as well as facility testing and commissioning plan review. Public Works does not have the technical expertise to support these components of the project and West Yost’s familiarity with the project and technology will ensure that the facility is constructed as designed.

 Construction Inspection Services – Consultant would provide construction support services at an anticipated level of up to 20 hours per week during project construction, to oversee the General Contractor on the project and ensure that proper procedures and requirements are being followed.

Public Works does not have any Public Works Inspectors on staff that can inspect and manage a project of this size.

Project construction began on July 2021 and West Yost has been providing construction support services since then. The project has been impacted by supply chain issues and the delivery of the trickling biofilter and fiberglass ducting was significantly delayed. The project has also been delayed due to recycled water use permit which is currently under review by the State and South Bay Water Recycling. Once the recycled water permit is issued, the general contractor can complete and commission startup of the odor control system. As a result, the construction support services need to be extended through project completion which is anticipated in the upcoming months.

Per section I-2-3.21 of the Municipal Code, the Purchasing Agent is only authorized to extend the term of the contract up to twelve (12) consecutive months from the last Council-approved expiration date. The project time for the construction of this project has been extended multiple times due to supply chain delays for the biotrickling filter in addition to the extra time needed to obtain a recycled water permit. Public Works is requesting approval of Amendment No. 7 to extend the agreement with West Yost Associates to June 30, 2024 to ensure that the final facility meets the design specifications. The construction of this project is anticipated to be completed by Spring 2024. There is no additional costs associated with this contract extension.

POLICY ALTERNATIVE(S):

Alternative 1: Do not approve Amendment No. 7 for the agreement with West Yost Associates.

Pros: None. West Yost is familiar with the project and is still needed to review technical specifications from the general construction contractor to ensure that the final facility meets the design specifications.

Cons: If the City Council does not approve Amendment No. 7 for the agreement, staff would need to issue an RFP to seek proposals from additional consultants for the needed construction supports services and would delay the overall construction of the Main Lift Pump Station Odorous Emissions Control Facility.

Reason for Not Recommending: West Yost’s familiarity with the project provides the best value to the City for the needed review of technical specifications from the general construction contractor, to ensure that the final facility meets the design specifications and that the facility will perform as required. West Yost is familiar with the technology being used to treat the odor emissions and they are most qualified to support the City in reviewing the facility’s post-construction testing and commissioning plan.

FISCAL IMPACT:

There is no additional funding impact. Funding for this project is available in the City’s Capital Improvement Program (CIP) Project No. 6130 – Main Lift Station Odor Emissions Control budget. 118
Item # C13.

California Environmental Quality Act (CEQA):

By the definition provided in the CEQA Guidelines Section 15378, this action does not qualify as a “project” for the purpose of CEQA as this action has no potential to result in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.

RECOMMENDATION:

On June 11, 2019, the City Council determined the project is exempt from CEQA under Class 1 - Section 15301 - Existing Facilities because they relate to the operation, repair, maintenance or minor alterations to a public facility involving no or negligible expansion of use. As an additional and independent grounds, by the definition provided in the CEQA Guidelines Section 15378, this action does not qualify as a “project” for the purpose of CEQA as this action has no potential to result in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.

Attachment(s):
1) Amendment No. 7 to the Agreement with West Yost Associates 2) Amendment No. 6 to the Agreement with West Yost Associates 3) Amendment No. 5 to the Agreement with West Yost Associates 4) Amendment No. 4 to the Agreement with West Yost Associates 5) Amendment No. 3 to the Agreement with West Yost Associates 6) Amendment No. 2 to Agreement with West Yost Associates 7) Amendment No. 1 to Agreement with West Yost Associates 8) Original Agreement with West Yost Associates

119
Item # C13.

Amendment No. 7: West Yost Associates
1 of 2
AMENDMENT NO . 7

TO THE PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF MILPITAS AND

WEST YOST ASSOCIATES
FOR
DESIGN SERVICES – MILPITAS MAIN LIFT PUMP STATION ODOROUS

EMISSIONS CONTROL FACILITY

This Amendment No. 7 is entered on ______________________ , by and between the City of Milpitas, a municipal corporation (hereafter referred to as “City”), and West Yost Associates , a corporation (hereafter referred to as " Consultant "). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Amendment No 7.

RECITALS

WHEREA S, on November 21, 2018 , the Parties entered into a Professional Services Agreement for Design Services – Milpitas Main Lift Pump Station Odorous Emissions Control Facility, for the not -to - exceed compensation amount of $98, 000.00 and with a term period of November 21, 2018 through November 20, 2019 (the “Agreement”); and

WHEREA S, on June 12, 2019 , the Parties entered into Amendment No. 1 to the Agreement, adding additional design services to the Scope of Work, increasing the compensation amount by $36, 340.00, and extending the term period expiration date for one year through November 20, 2020; and

WHEREAS , on December 14, 2020, the Parties entered into Amendment No. 2 to the Agreement, extending the term period expiration date from November 20, 2020 to May 20, 2021, and replacing Exhibit B-1, Schedule of Charges/Payments, and Exhibit C, Activity Schedule, with updated Exhibit s B-2 and C-1, accordingly; and

WHEREAS , on January 2 7, 2021, the Parties entered into Amendment No. 3 to add additional construction engineering and inspection services, increase the compensation amount by $ 250,000.00 and to extend the term period expiration date from May 20, 2021 to June 30, 2022 ; and

WHEREAS, on May 5, 2022, the Parties entered into Amendment No. 4 to extend the term period expiration date from May 20, 2021 to December 31 , 2022 ; and

WHEREAS, on December 9, 2022, the Parties entered into Amendment No. 5 to extend the term period expiration date from December 31 , 2022 to June 30, 2023 ; and

WHEREAS, on June 29, 2023 the Parties entered into Amendment No. 6 to extend the term period expiration date from June 30, 2023 to October 31, 2023 , and update Exhibit B -3, Schedule of Charges/Payments, and Exhibit C-2, Activity Schedule, as specified in Exhibits B-4 and C-3 accordingly; and

WHEREAS, the Parties now des ire to further amend the Agreement to extend the term period expiration date from October 31, 2023 to June 30, 2024.

120
Item # C13.

Amendment No. 7: West Yost Associates
2 of 2
NOW THEREFORE , in consideration of the mutual covenants and conditions herein contained, the Parties agree to amend the Agreement as follows:

1. Section 5. Term is deleted in its entirety and replaced with the following :

Section 5. Term .

The term of this Agreement shall be from November 21, 2018 to June 30 , 202 4, unless earlier terminated as provided herein. The City reserves the right to review the Consultant’s performance at the end of each year and cancel all or part of the Agreement.

2. All other provisions of the Agreement not amended by this Amendment No. 7 shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Amendment No. 7 as of the date first written above.

CITY OF MILPITAS
Approved By:

Ned Thomas , City Manager

Date

Approved As To Form:

Michael Mutalipassi , City Attorney

Approved:

Lauren Lai, CPA, MPA, Finance Director /
Risk Manager

Approved As To Content:

Christian Di Renzo, Public Works Director

WEST YOST ASSOCIATES

Signature

Name

Title

Date

121
Item # C13.

Amendment No
.
6 :

West Yost Associates

1 of
2 AMENDMENT

NO
.

6 TO
THE

PROFESSIONAL SERVICES

AGREEMENT

BETWEEN THE CITY OF MILPITAS AND

WEST YOST ASSOCIATES

FOR

DESIGN SERVICES
–

MILPITAS MAIN LIFT PUMP STATION ODOROUS

EMISSIONS CONTROL FACILITY

This Amendment
No.
6 is entered
on

______________________
, by and between
the City of Milpitas, a municipal corporation
(
hereafter referred to as
“City”), and

West
Yost Associates
,
a
corporation
(
hereafter referred to as "
C
onsultant
").

City and
Consultant are sometimes individually
referred to
as “Party” and collectively as “Parties”
in this Amendment No
6 .

RECITALS

WHEREA
S
,

on

November
21,
2018
,

the
Parties entered
into
a

Professional

Services
Agreement
for
Design Services
–

Milpitas
Main
Lift
Pump
Station Odorous

Emissions

Control

Facility,

for

the

not
-
to
-

exceed

compensation

amount

of

$98,
000.00
and
with
a
term
period
of
November
21 ,
2018
through November
20 ,
2019

(the

“Agreement”);

and

WHEREA
S
,

on

June
12,
2019
,

the
Parties entered
into
Amendment
No.
1 to

the
Agreement,
adding
additional
design
services
to
the
Scope
of

Work,
increasing

the
compensation
amount
by
$
36,
340.00,
and
extending
the
term
period
expiration

date

for

one

year

through

November

20,

2020;

and

WHEREAS
,

on

December
14,
2020,
the
Parties entered
into
Amendment
No.

2 to
the
Agreement, extending
the
term
period
expiration
date from
November
20,

2020

to

May

20,

2021,

and

replacing

Exhibit

B
-
1,

Schedule

of

Charges/Payments,
and
Exhibit
C,
Activity
Schedule,
with
updated Exhibit
s
B
-
2 and

C
-
1,

accordingly;

and

WHEREAS
,

on January 2
7 , 2021,
the
Parties entered into Amendment No. 3
to

add

additional

construction

engineering

and

inspection

services,

increase

the

compensation
amount
by
$
250,000.00 and
to
extend
the
term
period
expiration
date

from

May
20,

2021

t
o

June
30,

2022
;

and

WHEREAS
,
on January 27, 2021,
the
Parties entered into Amendment No. 4
to
extend
the
term
period
expiration
date

from

May
20,

2021

to
December 31
,

2022
;

and

WHEREAS
,
on December 9, 2022,
the
Parties entered into Amendment No. 5
to
extend
the
term
period
expiration
date

from

December 31
,

2022
to
June 30, 2023
; and

WHEREAS
, the Parties now desire to further amend the Agreement to extend the term period expiration date from
June 30, 2023
to
October

3 1
, 2023
,
update

Exhibit B
-
3,

Schedule of
Charges/Payments, and Exhibit C
-
2 , Activity Schedule, a
s specified in Exhibits B
-
4 and C
-
3 accordingly.

NOW

THEREFORE
, in consideration of the mutual covenants and conditions herein contained, the
P
arties agree to amend the Agreement as follows:

1. Section 5. Term is
deleted in its entirety and replaced with the following :

DocuSignEnvelopeID:C371324C-3BD5-46EB-89BE-20C5EA17AFA2 Jun-29-2023
122
Item # C13.

Amendment No
.
6 :

West Yost Associates

2 of
2 Section 5.

Ter
m
.

The term of this Agreement shall be from
November 21, 2018

to
October 31
, 2023
,
unless earlier terminated as provided herein. The City reserves the right to review the Consultant’s performance at the end of each year and cancel all or part of the Agreement.

2. Exhibit B
-
3 , entitled “Schedule of Charges/Payments
–

(Revised December 2020),”
is hereby replaced by Exhibit B
-
4 , Schedule of Charges/Payments (Revised June
2023).

3. Exhibit C
-
2, entitled “Activity Schedule
–

(Revised December 2020),” is hereby

updated

by Exhibit C
-
3, Activity Schedule
–

(Revised June 2023).

4. All other provisions of the Agreement not amended by this Amendment No. 6 shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this
Amendment No.
6 as of
the date first written above.

C

ITY OF MILPITAS

Approved By:

Ashwini Kantak, Acting City Manager

Date

Approved As To Form:

Michael Mutalipassi
, City Attorney

Approved:

Lauren Lai, CPA,
MPA,
Finance Director
/
Risk Manager

Approved As To Content:

Christian Di Renzo,

Public Works Director

WEST YOST ASSOCIATES

Signature

Name

Title

Date

DocuSignEnvelopeID:C371324C-3BD5-46EB-89BE-20C5EA17AFA2 Jun-26-2023
ElizabethDrayer
VicePresident
Jun-29-2023
123
Item # C13.

Amendment No. 6 to PSA with West Yost Associates
EXHIBIT B -4

CONSTRUCTION ENGINEERING AND INSPECTION SERVICES

SCHEDULE OF CHARGES/PAYMENTS

Estimated Project Hours and Budget
Engineering Services During Construction
Task Level of Effort,
hours
Estimated
Budget
Task 6. Pre -Construction Meeting 8 $ 1,878
Task 7. Submittal Reviews 90 $ 35,659
Task 8. Responses to RFIs 38 $ 10,092
Task 9. Design Clarifications 24 $ 5,615
Task 10. Progress Meetings and Site
Visits
46 $ 13,393
Task 11. Record Drawings 75 $ 15,932
Task 12. Startup and Performance Testing
Services
18 $ 3,776
Task 13. Project Management 38 $ 19,893
Subtotal 337 $ 106,238

Inspection Services
Task 14. Preconstruction Phase 10 $ 1,569
Task 15. Construction Phase 829 $ 136,249
Task 16. ODCs (Transportation) $ 5,944
Subtotal 839 $ 143,762
Total Amendment Hours and Budget 1,176 $ 250,000

(Revised June 2023)
DocuSign Envelope ID: C371324C-3BD5-46EB-89BE-20C5EA17AFA2 124
Item # C13.
(Effective January 1, 2023 through December 31, 2023)*

POSITIONS

ENGINEERING
Principal/Vice President $338
Engineer/Scientist/Geologist Manager I / II $319 / $334 Principal Engineer/Scientist/Geologist I / II $288 / $307 Senior Engineer/Scientist/Geologist I / II $259 / $272
Associate Engineer/Scientist/Geologist I / II $215 / $231 Engineer/Scientist/Geologist I / II $173 / $201
Engineering Aide $101
Field Monitoring Services $125
Administrative I / II / III / IV $92 / $115 / $138 / $152

ENGINEERING TECHNOLOGY
Engineering Tech Manager I / II $332 / $334
Principal Tech Specialist I / II $305 / $315
Senior Tech Specialist I / II $279 / $291
Senior GIS Analyst $252
GIS Analyst $239
Technical Specialist I / II / III / IV $178 / $203 / $228 / $254 Technical Analyst I / II $128 / $152
Technical Analyst Intern $103
Cross-Connection Control Specialist I / II / III / IV $133 / $144 / $162 / $180 CAD Manager $201
CAD Designer I / II $156 / $176

CONSTRUCTION MANAGEMENT
Senior Construction Manager $322
Construction Manager I / II / III / IV $197 / $211 / $224 / $283 Resident Inspector (Prevailing Wage Groups 4 / 3 / 2 / 1) $172 / $191 / $213 / $221 Apprentice Inspector $156
CM Administrative I / II $83 / $112
Field Services $221
2023 Billing Rate Schedule

LABOR CHARGES
(DOLLARS PER HOUR)
■ Hourly rates include Technology and Communication charges such as general and CAD computer, software, telephone, routine in-house copies/prints, postage, miscellaneous supplies, and other incidental project expenses. ■ Outside Services such as vendor reproductions, prints, shipping, and major West Yost reproduction efforts, as well as Engineering Supplies, etc. will be billed at actual cost plus 15%. ■ The Federal Mileage Rate will be used for mileage charges and will be based on the Federal Mileage Rate applicable to when the mileage costs were incurred. Travel other than mileage will be billed at cost. ■ Subconsultants will be billed at actual cost plus 10%. ■ Expert witness, research, technical review, analysis, preparation and meetings billed at 150% of standard hourly rates. Expert witness testimony and depositions billed at 200% of standard hourly rates. ■ A Finance Charge of 1.5% per month (an Annual Rate of 18%) on the unpaid balance will be added to invoice amounts if not paid within 45 days from the date of the invoice. * This schedule is updated annually Page 1 of 2
DocuSign Envelope ID: C371324C-3BD5-46EB-89BE-20C5EA17AFA2 125
Item # C13.
(Effective January 1, 2023 through December 31, 2023)*
Equipment Charges

EQUIPMENT
2" Purge Pump & Control Box $300 / day
Aquacalc / Pygmy or AA Flow Meter $28 / day
Emergency SCADA System $35 / day
Field Vehicles (Groundwater) $1 / mile
Gas Detector $80 / day
Generator $60 / day
Hydrant Pressure Gauge $10 / day
Hydrant Pressure Recorder, Impulse (Transient) $55 / day Hydrant Pressure Recorder, Standard $40 / day
Low Flow Pump Back Pack $135 / day
Low Flow Pump Controller $200 / day
Powers Water Level Meter $32 / day
Precision Water Level Meter 300ft $30 / day
Precision Water Level Meter 500ft $40 / day
Precision Water Level Meter 700ft $45 / day
QED Sample Pro Bladder Pump $65 / day
Stainless Steel Wire per foot 0.03$ / day
Storage Tank $20 / day
Sump Pump $24 / day
Transducer Components (per installation) $23 / day
Trimble GPS – Geo 7x $220 / day
Tube Length Counter $22 / day
Turbidity Meter $30 / day
Vehicle (Construction Management) $10 / hour
Water Flow Probe Meter $20 / day
Water Quality Meter $50 / day
Water Quality Multimeter $185 / day
Well Sounder $30 / day

BILLING RATES
2023 Billing Rate Schedule
* This schedule is updated annually Page 2 of 2
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Item # C13.

Amendment No. 3 to PSA with West Yost Associates

EXHIBIT C-
-
3 CONSTRUCTION ENGINEE RING AND INSPECTION SERVICES SCHEDULE

The proposed level of effort and budget for each of the tasks described above is shown in Table 1. The fee estimate was based on the following criteria and assumptions:
• Project start - May 20, 2021
• Project duration – 250 working days (pending award of General Construction Contract)
• Project completion – October 31, 2023
• Part -time inspection
• Submittals - 30
• RFIs - 15
• Design clarifications – 2
(Revised June 2023)
DocuSign Envelope ID: C371324C-3BD5-46EB-89BE-20C5EA17AFA2 127
Item # C13.
128
Item # C13.
129
Item # C13.

Amendment No. 4: West Yost Associates
1 of 2

AMENDMENT NO . 4

TO THE PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF MILPITAS AND

WEST YOST ASSOCIATES
FOR
DESIGN SERVICES – MILPITAS MAIN LIFT PUMP STATION ODOROUS

EMISSIONS CONTROL FACILITY

This Amendment No. 4 is entered on ______________________ , by and between the City of Milpitas, a municipal corporation (hereafter referred to as “City”), and West Yost Associates , a corporation (hereafter referred to as "Consultant "). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Amendment No 4.

RECITALS

WHEREA S, on November 21, 2018 , the Parties entered into a Professional Services Agreement for Design Services – Milpitas Main Lift Pump Station Odorous Emissions Control Facility, for the not -to - exceed compensation amount of $98, 000.00 and with a term period of November 21, 2018 through November 20, 2019 (the “Agreement”); and

WHEREA S, on June 12, 2019 , the Parties entered into Amendment No. 1 to the Agreement, adding additional design services to the Scope of Work, increasing the compensation amount by $36, 340.00, and extending the term period expiration date for one year through November 20, 2020; and

WHEREAS , on December 14, 2020, the Parties entered into Amendment No. 2 to the Agreement, extending the term period expiration date from November 20, 2020 through May 20, 2021, and replacing Exhibit B-1, Schedule of Charges/Payments, and Exhibit C, Activity Schedule, with updated Exhibit s B-2 and C-1, accordingly; and

WHEREAS , on January 27, 2021, the Parties entered into Amendment No. 3 to add additional construction engineering and inspection services, increase the compensation amount by $ 250,000.00 and to extend the term period expiration date from May 20, 2021 through June 30, 2022, and

WHEREAS, the Parties now desire to further amend the Agreement to extend the term period expiration date from June 30, 2022 through December 31, 2022.

NOW , THEREFORE , in consideration of the mutual covenants and conditions herein contained, the Parties agree to amend the Agreement as follows:

1. Section 5. Term is amended to read as follows:

Section 5. Term
The term of this Agreement shall be from November 21, 2018 to December 31 , 2022 , unless earlier terminated as provided herein. The City reserves the DocuSign Envelope ID: D3816BC5-15A7-4DBA-AA81-157CBA9F0B1D May-05-2022
130
Item # C13.

Amendment No. 4: West Yost Associates
2 of 2
right to review the Consultant’s performance at the end of each year and cancel all or part of the Agreement.

IN WITNESS WHEREOF, the Parties have executed this Amendment No. 4 as of the date first written above.

CITY OF MILPITAS
Approved By:

Chris Schroeder, Purchasing Agent

Date

Approved As To Form:

Christopher J. Diaz, City Attorney

Approved:

Lauren Lai, CPA, MPA, Finance
Director / Risk Manager

Approved As To Content:

Tony Ndah, PE
Public Works Director

WEST YOST ASSOCIATES

Signature

Name

Title

Date

DocuSign Envelope ID: D3816BC5-15A7-4DBA-AA81-157CBA9F0B1D May-05-2022
Elizabeth Drayer
Vice President
May-05-2022
131
Item # C13.

Amendment No. 3 to PSA with West Yost Associates
AMENDMENT NO. 3

TO THE PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF MILPITAS AND

WEST YOST ASSOCIATES
FOR
DESIGN SERVICES – MILPITAS MAIN LIFT PUMP STATION ODOROUS

EMISSIONS CONTROL FACILITY

This Amendment No . 3 is entered into as of (“Effective Date”) , by and between the City of Milpitas, a municipal corporation (hereinafter referred to as “City”), and West Yost Associates , a California corporation (hereinafter referred to as “Consultant”). City and Consultant are sometimes jointly referred to as “Parties” in this Amendment No. 3.

RECITALS :

WHEREAS , on November 21, 2018 , the Parties entered into a Professional Services Agreement for Design Services – Milpitas Main Lift Pump Station Odorous Emissions Control Facility , for the not -to -exceed compensation amount of $98,000.00 and with a term period of November 21 , 201 8 th rough November 20 , 20 19 (the “Agreement”); and

WHEREAS , on June 12, 2019 , the Parties entered into Amendment No. 1 to the Agreement , add ing additional design services to the Scope of Work , in creasing the compensation amount by $36,340.00 , and extend ing the term period expiration date for one year through November 20 , 2020 ; and

WHEREAS , on December 14, 2020, the Parties entered into Amendment No. 2 to the Agreement , extend ing the term period expiration date from November 20 , 2020 t hrough May 20 , 2021 , and replac ing Exhibit B -1, Schedule of Charges/Payments, and Exhibit C, Activity Schedule, with updated Exhibit s B-2 and C-1, accordingly ; and

WHEREAS , the Parties now desire to further amend the Agreement to add additional construction engineering and inspection services, to increase the compensation amount by $250,000.00 to cover these additional services for a new total compensation amount of $384,340.00 , to extend the term period expiration date from May 20, 2021 through June 30, 2022 , and to amend Exhibit A -1, Scope of Services, Exhibit B -2, Schedule of Charges/Payments, and Exhibit C -1, Activity Schedule, as specified in Exhibits A -2, B -3, and C -2, accordingly.

NOW THEREFORE , in consideration of the mutual covenants and conditions herein contained, the Parties agree to amend the Agreement as follows:

DocuSign Envelope ID: 15B6CADC-DE80-41F4-8294-3402C73F9A6A Jan-27-2021
132
Item # C13.

Amendment No. 3 to PSA with West Yost Associates

1. Section 2 Compensation , letter b, is deleted in its entirety and replaced with the following:

“b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of Three Hundred and Eighty -Four Thousand Three Hundre d and Forty Dollars ($384,340.00). This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within thirty (30) days of receipt of an invoice which includes a detailed description of the work performed.

Payments to Consultant for work performed wi ll be made on a monthly billing basis. ”

2. Section 5 Term is deleted in its entirety and replaced with the following:

“5. Term

The term of this Agreement shall be from November 21, 2018 through June 30, 2022 , unless earlier terminated as provided herein. The City reserves the right to review the Consultant’s performance at the end of each year and cancel all or part of the Agreement .”

3. Exhibit A -1, entitled “ Scope of Services, ” is hereby amended to add “Scope of Services for Construction Engineering and Inspection Services ,” as specified in Exhibit A -2, attached hereto and incorporated herein by this reference.

4. Exhibit B -2, entitled “ Schedule of Charges /Payments -(Revised December 2020) ,” is hereby amende d to add “Construction Engineering and Inspection Services Schedule of Charges/Payments ,” as specified in Exhibit B -3, attached hereto and incorporated herein by this reference.

5. Exhibit C -1, entitled “ Activity Schedule -(Revised December 2020) ,” is hereby amended to add “Construction Engineering and Inspection Services Schedule ,” as specified in Exhibit C -2, attached hereto and incorporated herein by this reference.

6. All other provisions of the Agreement not amended by this Amendment No. 3 shall remain in full force and effect.

[SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: 15B6CADC-DE80-41F4-8294-3402C73F9A6A 133
Item # C13.

Amendment No. 3 to PSA with West Yost Associates
SIGNATURE PAGE FOR A MENDMENT NO. 3

TO PROFESSIONAL SERV ICES AGREEMENT

BETWEEN THE CITY OF MILPITAS

AND WEST YOST ASSOCI ATES
FOR
DESIGN SERVICES – MILPITAS MAIN LIFT PUMP STATION ODOROUS

EMISSIONS CONTROL FACILITY

CITY OF MILPITAS WEST YOST ASSOCIATES

Approved By:

______________________________ ______________________________ Steven G. McHarris, City Manager Signature

______________________________
Date
______________________________
Approved As To Form: Name

_____________________________ ______________________________ Christopher J. Diaz, City Attorney Title

Approved: ______________________________
Date

______________________________
Walter C. Rossmann,
Risk Manager/ Finance Director

Approved As to Content:

______________________________
Tony Ndah, Public Works Director

DocuSign Envelope ID: 15B6CADC-DE80-41F4-8294-3402C73F9A6A Jan-25-2021
Elizabeth Drayer
Vice President
Jan-27-2021
134
Item # C13.

Amendment No. 3 to PSA with West Yost Associates
EXHIBIT A -2

SCOPE OF SERVICES FOR CONSTRUCTION ENGINEERING AND

INSPECTION SERVICES

ENGINEERING SERVICES DURING CONSTRUCTION
The following is a list of the key tasks necessary to perform the proposed Engineering Services During Construction Scope of Services, each is further described below:
• Task 6. Pre -Construction Meeting
• Task 7. Submit tal Reviews
• Task 8. Reponses to RFIs
• Task 9. Design Clarifications
• Task 10. Progress Meetings and Site Visits
• Task 11. Record Drawings
• Task 12. Startup and Performance Testing Services
• Task 13. Project Management
Task 6. Pre -Construction Meeting
This task will involve participation of key design team members in the pre - construction meeting with the City, the City’s CM, and Contractor. It is anticipated that the meeting will be held at the Milpitas Main Lift Station and that the CM will develop the agenda an d materials for this meeting and will be developing meeting notes.

Task 6 Deliverables
• No deliverable will be provided for this task

Task 7. Submittal Reviews
West Yost will review shop drawings, product data, and samples provided by the City’s CM for co nformance with the design concepts and general compliance with the Contract Documents. Submittal reviews will be provided on West Yost’s standard review response form, modified to suit City’s standard submittal disposition codes. For budgeting purposes, a total of 90 hours of engineering staff time has been assumed for this task and assumes approximately 30 individual submittal reviews (20 initial submittals and 10 resubmittals) at a rate of approximately 3 hours per submittal. A list of submittals that We st Yost anticipates to review and submittals that West Yost anticipates the City will review is included in this exhibit .

Task 7 Deliverables
• Submittal review comments

Task 8. Responses to RFIs
RFIs submitted by the Contractor will be reviewed and necessa ry guidance will be provided to the Contractor on interpretation of the Contract Documents. West Yost will respond to formal RFIs that are provided to West Yost by the City’s CM.

Responses to RFIs will be provided on West Yost standard response form. For DocuSign Envelope ID: 15B6CADC-DE80-41F4-8294-3402C73F9A6A 135
Item # C13.

Amendment No. 3 to PSA with West Yost Associates
budgeting purposes, a total of 38 hours of engineering staff time has been assumed for this task, equivalent to 15 individual RFI responses at a rate of approximately

2.5 hours per RFI.

Task 8 Deliverables
• RFI responses

Task 9. Design Clarifications
If required for unforeseen conditions or other reasons, West Yost will prepare up to two design clarifications of the Contract Drawings. Design clarifications may include narrative descriptions, revised Contract Drawings, and/or revised specifications. A tota l of 24 hours of engineering and drafting staff time has been assumed for this task.

Task 9 Deliverables
• Narrative descriptions, revised Contract Drawings, and/or revised specifications

Task 10. Progress Meetings and Site Visits
This task includes partici pation by phone in construction progress meetings during the course of construction to facilitate communication between West Yost, the City, the City’s CM, and the Contractor. This task also includes time for two site visits by design team members at perio dic times during construction to observe the construction work and/or meet with the construction team. Such site visits will take place at the request of the City. For budgeting purposes, it has been assumed that a representative from West Yost will attend up to 15 progress meetings by teleconference. All meetings and site visits are assumed to have a duration of 1 hour each.

Task 10 Deliverables
• No deliverable will be provided for this task

Task 11. Record Drawings
West Yost will provide modifications to the design plans based upon a single, red - lined mark -up set provided by the City. It is anticipated that the City will provide a set of drawings with red -lined markups that indicate the changes that were made through the course of construction. It is a ssumed that the CM will be responsible for checking that the Contractor is taking necessary steps throughout the course of construction to document record drawing information in the redline markups. It is assumed that all record drawing information will be included in the redline markups without the need for separate instructions, interpretations, or separate sheets that are attached to the drawings or provided separately of the drawing set.

Task 11 Deliverables
• Project record drawings

Task 12. Startup and Performance Testing Services
This task includes oversight of startup and performance testing activities for the new odor control system. As part of this work, West Yost will attend the pre -test DocuSign Envelope ID: 15B6CADC-DE80-41F4-8294-3402C73F9A6A 136
Item # C13.

Amendment No. 3 to PSA with West Yost Associates
coordination meeting by phone, review draft testing protoc ol, review testing calculations and spreadsheets, and review a summary report that documents quality control and testing results compared with specification requirements.

Task 12 Deliverables
• Review comments on testing protocol and results

Task 13. Pro ject Management
This task includes internal communication and documentation necessary to execute the ESDC activities described above. This task also includes assisting with monthly invoicing, project planning, quality control and Project administration. Th is task includes management of West Yost’s subconsultants assigned to the City’s project.

Task 13 Deliverables
• Monthly invoices

INSPECTION SCOPE OF SERVICES
The following is a list of the key tasks necessary to perform the proposed Inspection Scope of Services, each is further described below:
• Task 14. Pre -Construction Phase
• Task 15. Construction Phase
• Task 16. Other Direct Costs
Task 14. Pre -Construction Phase
Pre -Construction Conference / Notice to Proceed
West Yost will attend and participate in the preconstruction conference conducted by the City. We assume the City will prepare and issue the construction contract Notice to Proceed (NTP), Pre -construction meeting agenda, and meeting summary.

Pre -Construction Documentation of Conditions
West Yost will coordinate a day and time to walk the pump station site to photo document the preconstruction conditions of the site with the General Contractor (GC). The photos will be used to
document the condition of the site prior to construction commencing.

Task 1 4 Deliverables
• Photos of the site prior to construction
Task 15. Construction Phase
Progress Meetings
West Yost inspection staff will attend weekly or bi -weekly progress meetings with the GC, City staff, and other members of the project team to review and provide updates on the overall progress, coordination, and communication related to safety, submittals, Requests for Information (RFI)s, changes, progress payments, coordination with pump station operations, progress schedules, and quality con trol/assurance.

Requests for Information
West Yost’s inspection staff will participate in the resolution/response to RFIs written by the GC that are related to constructability only.

DocuSign Envelope ID: 15B6CADC-DE80-41F4-8294-3402C73F9A6A 137
Item # C13.

Amendment No. 3 to PSA with West Yost Associates
Quality Control/Inspection
West Yost will provide part -time quality assurance inspection of the GC’s performance of the work. This will include confirming compliance with the contract plans, specifications, approved submittals, applicable RFI responses, and approved change orders. If work is observed or tested to be in non -compliance with the contract a verbal notice followed by a Non -Compliance Notice (NCN) will be issued to the GC.

Inspection reports will be prepared in Microsoft Word and issued to the City’s construction manager (CM) by the end of each week in Portable D ocument Format (pdf). The reports will contain a summary of the work performed, important discussions needing to be documented, and photos of the work performed.

Progress Payments
West Yost will review the GC’s monthly progress payment application and det ermine if the amount being requested by the GC is accurate and consistent with the amount of work performed. The values will be negotiated with the GC prior to reaching agreement, if necessary and will culminate with a recommendation to the City to approve the payment request.

As -Built Record Drawings
The GC’s as -built record drawings will be reviewed by the inspector at the end of each month as part of the progress payment process.

Site Safety
West Yost will provide safety related equipment to its project staff such as hard hats, safety vests, safety glasses, gloves, ear protection, etc. West Yost will conduct bi -weekly safety meetings with its field staff and report any incidents to the City if they occur on the jobsite. West Yost will also monitor the safety program and practices of the GC to confirm that they are providing a safe work site for our staff members as well as those of the City.

Materials Testing
West Yost’s materials testing subconsultant will perform standard materials testing quali ty assurance sampling and testing of soil and concrete placement. The tests will include soil classification, moisture density curves, and in -place density testing using a nuclear density gage. Concrete sampling will consist of slump measurement and temper ature. Concrete samples will be collected, temporarily stored in the field, taken back to the laboratory for curing and compression tested at 7 -day and 28 -day strengths. Included in this scope is the coordination with the materials testing subconsultant an d the review, logging, and transmittal of the test reports to the GC and City for their records and acceptance.

Testing, Startup, and Commissioning
DocuSign Envelope ID: 15B6CADC-DE80-41F4-8294-3402C73F9A6A 138
Item # C13.

Amendment No. 3 to PSA with West Yost Associates
West Yost will attend all startup meetings, witness the testing of the odor control system that includes th e performance and operational testing, and will coordinate startup activities with the City’s plant operations staff.

Punchlist and Final Walk Through
West Yost will arrange a final inspection once the GC requests Substantial Completion. The inspection wi ll create a final punchlist of work items remaining to be completed. The punchlist will be transmitted to the GC with the decision on the substantial completion request. The remainder of the contract will be to confirm that the items on the punchlist have been addressed and any other remaining deliverables are received.

Task 15 Deliverables
• Provide input to construction related RFIs
• Inspection reports and NCNs, when applicable
• A signed -off progress payment application for each month the GC submits a paymen t request for processing
• Delivery of the inspector’s as -built record drawings • Summary of bi -weekly safety tailgate meetings, and any incident report generated by the GC
• Test reports generated by our subconsultant on concrete or soils sampled. • Generate fina l punchlist and a Certificate of Completion

Task 16. Other Direct Costs
Included in this task are costs associated with transportation to and from the project site.

ANTICIPATED LIST OF SUBMITTALS TO BE REVIEWED

Submittal Specification Reviewer
Geotextile Fabric 02071 WY
Controlled Low Strength Material 02081 City
Compressive Strength Test results 02081 WY
Site Preparation 02200 City
Site Preparation - Shop Drawings 02200 City
Control Points & Stability Measurements 02200 City
Earthwork 02200 City
DocuSign Envelope ID: 15B6CADC-DE80-41F4-8294-3402C73F9A6A 139
Item # C13.

Amendment No. 3 to PSA with West Yost Associates
Trenching 02320 City
Aggregate Base Course Material 02722 City
Asphalt Paving 02740 City
Cast-In-Place Concrete - Shop Drawings 03301 WY/WY Sub Cast-In-Place Concrete -Product Data 03301 WY Sub
Grout 03600 City
Anchor Bolts 05501 WY/WY Sub
High Performance Coatings 09960 WY
Warning Signs 10020 City
General Requirements for Equipment 11000 WY
Equipment Mounting 11002 WY/WY Sub
Biological Oder Control System - O&M Manual 11060 WY/WY Sub Biological Oder Control System - Foul Air Fan 11302 WY/WY Sub Biological Oder Control System - Control Panel 11302 WY Sub Biological Oder Control System - Motor 11302 WY/WY Sub Mist and Grease Eliminator 11303 WY
Fiberglass Reinforced Plastic Ductwork 13235 WY
Piping Systems 15050 WY
Pipe Hangers and Supports 15060 WY/WY Sub
Piping Identification 15076 City
Piping Appurtenances 15095 WY
Piping Seismic Restraints 15097 WY/WY Sub
Valves 15110.1, 15114 WY
Piping Connections 15122 WY
Piping Insulation 15250 WY
DocuSign Envelope ID: 15B6CADC-DE80-41F4-8294-3402C73F9A6A 140
Item # C13.

Amendment No. 3 to PSA with West Yost Associates
Drains and Cleanouts 15440 WY
Testing Pipelines 15951 City
Electrical 16000 WY Sub

DocuSign Envelope ID: 15B6CADC-DE80-41F4-8294-3402C73F9A6A 141
Item # C13.

Amendment No. 3 to PSA with West Yost Associates

EXHIBIT B -3

CONSTRUCTION ENGINEERING AND INSPECTION SERVICES

SCHEDULE OF CHARGES/PAYMENTS

Estimated Project Hours and Budget
Engineering Services During Construction
Task Level of Effort,
hours
Estimated
Budget
Task 6. Pre -Construction Meeting 8 $ 1,878
Task 7. Submittal Reviews 90 $ 35,659
Task 8. Responses to RFIs 38 $ 10,092
Task 9. Design Clarifications 24 $ 5,615
Task 10. Progress Meetings and Site
Visits
46 $ 13,393
Task 11. Record Drawings 75 $ 15,932
Task 12. Startup and Performance Testing
Services
18 $ 3,776
Task 13. Project Management 38 $ 19,893
Subtotal 337 $ 106,238

Inspection Services
Task 14. Preconstruction Phase 10 $ 1,569
Task 15. Construction Phase 829 $ 136,249
Task 16. ODCs (Transportation) $ 5,944
Subtotal 839 $ 143,762
Total Amendment Hours and Budget 1,176 $ 250,000

DocuSign Envelope ID: 15B6CADC-DE80-41F4-8294-3402C73F9A6A 142
Item # C13.

Amendment No. 3 to PSA with West Yost Associates

DocuSign Envelope ID: 15B6CADC-DE80-41F4-8294-3402C73F9A6A 143
Item # C13.

Amendment No. 3 to PSA with West Yost Associates

DocuSign Envelope ID: 15B6CADC-DE80-41F4-8294-3402C73F9A6A 144
Item # C13.

Amendment No. 3 to PSA with West Yost Associates
EXHIBIT C -2

CONSTRUCTION ENGINEE RING AND INSPECTION SERVICES SCHEDULE

The proposed level of effort and budget for each of the tasks described above is shown in Table 1. The fee estimate was based on the following criteria and assumptions:
• Project start - May 20, 2021
• Project duration – 165 working days (pending award of General Construction Contract)
• Project completion – June 30, 2022
• Part -time inspection
• Submittals - 30
• RFIs - 15
• Design clarifications – 2
DocuSign Envelope ID: 15B6CADC-DE80-41F4-8294-3402C73F9A6A 145
Item # C13.

Amendment No. 2 to PSA
with West Yost Associates

AMENDMENT NO.
2 TO THE

PROFESSIONAL SERVICES

AGREEMENT

BETWEEN THE CITY OF MILPITAS AND

WEST YOST ASSOCIATES

FOR

DESIGN SERVICES
–

MILPITAS MAIN LIFT PUMP STATION ODOROUS

EMISSIONS CONTROL FACILITY

This Amendment is entered into
as of

,
(“Effective Date”)
by
and between the City of Milpitas, a municipal corporation

(
hereinafter referred to as
“City”), and
West Yost Associates
, a
Califo rnia
corporation (hereinafter referred to
as “Consultant”). City and Consultant are sometimes
jointly referred to

as “Parties”
in this Amendment

No. 2
.

RECITALS
:

WHEREAS
, on November 21, 2018
,

the
P
arties entered into a

Professional
Services Agreement for
Design Services
–

Milpitas Main Lift
Pump Statio n Odorous
Emissions Control Facility
,
for the no t
-
to
-
exceed
compensation
amount of
$98,000.00

and

with a term period of

November 21
,
201
8 th
r
ough
November 20
, 20
19 (the “Agreement”);
and

WHEREAS
,
on June 12, 2019
,

the
P
arties
entered into Amendment No. 1 to
the
Agreement
,

add
ing

additional design services
to the Scope of Work
,
in
creasing
the
compensation amount

by
$36,340.00
,
and extend
ing the term period expiration
date for one year through
November
20 , 2020
; and

WHEREAS
, the Parties now wish to further amen d the Agreement to extend the
term period
expiration date from Nov ember
20 ,
2020 t
hrough
May 20
, 2021
,

and
to

replace Exhibit B
-
1, Schedule of Charges/Payments, and Exhibit C, Activity Schedule, with updated Exhibit
s

B
-
2 and C
-
1 , accordingly
; and

NOW THEREFORE
, in consideration of the mutual covenants and conditio ns herein contained, the
P
arties agree to amend t
he Agreement as follows:

1. Section 5
Time of Performance

is deleted in its entirety and replaced with the
following:

“ 5.

Term
T
h
e
t
e
r
m
o
f
t
h
i
s
A
g
r
e
e
m
e
n
t
s
h
a
l
l
b
e
f
r
o
m
November
21 ,
2 0
1 8
through
M
a
y
2 0
,
2021
,
un le ss
e
a
r
l
i
e
r
t
e
r
m
i
n
a
t
e
d
a
s
p
r
o
v
i
d
e
d
h
e
r
e
i
n
.

T
h
e
C
i
t
y
r
e
s
e
r
v
e
s
t
h
e
r
i
g
h
t
t
o
146
Item # C13.

Amendment No. 2 to PSA
with West Yost Associates

r
e
v
i
e
w
t
h
e
Co nsul tan t
’s performance at the end of each year and cancel all or part of t
h
e
Agr eement
.
”

2. Exhibit B
-
1 ,
entitled “
Schedule of Charges/Payments
,
”

is hereby deleted and
replaced in
its

entirety with
Exhibit B
-
2 ,
entitled “Schedule of Charges/Payments
-

(
Revised

Decemb er 2020)
,”
attached hereto and incorporated herein by this reference.

3. Exhibit
C
,
entitled “
Activi
t
y Schedule
,
”

is hereby deleted and replaced in
its

entirety with
Exhibit C
-
1 ,
entitled “Activity Schedule
-

(
Revised

December 2020)
,”
attached hereto and incorporated herein by this reference.

4. All other provisions of the Agreement
not amended by this Amendment No. 2
shall remain in full force and effect.

CITY OF MILPITAS

WEST YOST ASSOCIATES

Approved By:

______________________________

______________________________

Chris Schroeder
,
Purchasing Agent

Signature

______________________________

Date

______________________________

Approved As To Form:

Name

______________________________

______________________________

Christopher J. Diaz, City Attorney

Title

Approved
:

______________________________

Date

______________________________

Walter C. Rossmann,

Risk Manager/

Finance Director

Approved As to Content:

______________________________

Tony Ndah, Public Works Director
147
Item # C13.

Amendment No. 2 to PSA with West Yost
Associates

TASK OR SUBTASK NO.

FEE

Task 1. Project Management and Quality Control

1.01 Project Management

$ 3,038.00

1.02 Quality Control

$ 3,176.00

Subtotal, Task 1

$ 6,214.00

Task 2. Workshops and Meetings

2.01 Project Kickoff

$ 8,049.00

2.02 50% Design Review

$ 4,864.00

2.03 Pre
-
bid Meeting

$ 1,718.00

Subtotal, Task 2

$ 14,631.00

Task 3. Preliminary Design Confirmation

3.01 Review H2S data

$ 994.00

3.02 Solicit Revised Equipment Cost

$ 461.00

Subtotal, Task 3

$ 1,455.00

Task 4. Detailed Design

4.01 Topographic Survey

$ 5,102.00

4.02 Prepare Construction Cost Estimate

$ 3,362.00

4.03 50% Design Drawings

$ 21,444.00

4.035 Potholing, Control of Tar Like Material, and Additional Design Work for Two Exhaust Fans

$ 3
6 ,340.00

4.04 90% Design Drawings

$ 21,844.00

4.05 Final Design Drawings

$ 15,136.00

Subtotal, Task 4

$ 103,228.00

Task 5. Bid Support Services

5.01 Review Potential Bidder's Questions

$ 4,053.00

5.02 Prepare up to Two Addenda

$ 3,944.00

Subtotal, Task 5

$ 7,997.00

TOTAL

$ 133,525.00

EXH
IB
IT
B
-2
Schedul
e of
Charges/
P
aym
ent
s -
(
Revised December 2020
)
Consul
t
ant
wi
l
l
i
nvoi
ce
Ci
t
y
on
a
m
ont
hl
y
cycl
e.

Consul
t
ant
wi
l
l
i
ncl
ude
wi
t
h
each
i
nvoi
ce
a det
ai
ned progress rep
ort t
hat i
ndi
cat
es t
he am
ount
of budget spent on each t
ask.

Consul
t
a
nt
wi
l
l i
nform Ci
t
y regar
di
ng any o
ut
-of
-sco
pe
work
bei
ng perform
ed
by Cons
ul
t
ant
.

Thi
s i
s
a
t
i
m
e-and-m
at
eri
al
s co
nt
ract
.
148
Item # C13.
149
Item # C13.
150
Item # C13.
151
Item # C13.
152
Item # C13.
2020BillingRateSchedule
(EffectiveJanuary1,2020throughDecember31,2020)*

POSITIONS

ENGINEERING
Principal/VicePresident
$298
Engineering/Scientist/GeologistManagerI/II
$283
/
$295
PrincipalEngineer/Scientist/GeologistI/II
$257
/
$272
SeniorEngineer/Scientist/GeologistI/II
$230
/
$241
AssociateEngineer/Scientist/GeologistI/II
$198
/
$212
Engineer/Scientist/GeologistI/II
$160
/
$185
EngineeringAide
$92
AdministrativeI/II/III/IV
$81
/
$102
/
$123
/
$135
ENGINEERINGTECHNOLOGY
EngineeringTechManagerI/II
$291
/
$294
PrincipalTechSpecialistI/II
$268
/
$279
SeniorTechSpecialistI/II
$245
/
$256
SeniorGISAnalyst
$224
GISAnalyst
$211
TechnicalSpecialistI/II/III/IV
$156
/
$178
/
$200
/
$223
TechnicalAnalystI/II
$112
/
$134
TechnicalAnalystIntern
$90
Cross-ConnectionControlSpecialistI/II/III/IV
$117
/
$127
/
$143
/
$159
CADManager
$178
CADDesignerI/II
$138
/
$155
CONSTRUCTIONMANAGEMENT
SeniorConstructionManager
$289
ConstructionManagerI/II/III/IV
$174
/
$186
/
$198
/
$251
ResidentInspector(PrevailingWageGroups4/3/2/1) $152
/
$169
/
$188
/
$196
ApprenticeInspector
$138
CMAdministrativeI/II
$74
/
$99
FieldServices
$196
LABORCHARGES
(DOLLARSPERHOUR)
■
HourlyratesincludeTechnologyandCommunicationchargessuchasgeneralandCADcomputer,software, telephone,routinein-housecopies/prints,postage,miscellaneoussupplies,andotherincidentalprojectexpenses. ■
OutsideServicessuchasvendorreproductions,prints,shipping,andmajorWestYostreproductionefforts,aswellas EngineeringSupplies,etc.willbebilledatactualcostplus15%. ■
MileagewillbebilledatthecurrentFederalRateandTravelwillbebilledatcost. ■
Subconsultantswillbebilledatactualcostplus10%.
■
Expertwitness,research,technicalreview,analysis,preparationandmeetingsbilledat150%ofstandardhourlyrates.Expert witnesstestimonyanddepositionsbilledat200%ofstandardhourlyrates. ■
AFinanceChargeof1.5%permonth(anAnnualRateof18%)ontheunpaidbalancewillbeaddedtoinvoiceamounts ifnotpaidwithin45daysfromthedateoftheinvoice. *Thisscheduleisupdatedannually
Page1of2
153
Item # C13.
2020BillingRateSchedule
(EffectiveJanuary1,2020throughDecember31,2020)*
EquipmentCharges

EQUIPMENT
GasDetector
$80
/
day
HydrantPressureGauge
$10
/
day
HydrantPressureRecorder,Standard
$40
/
day
HydrantPressureRecorder,Impulse(Transient)
$55
/
day
TrimbleGPS–Geo7x
$220
/
day
Vehicle
$10
/
day
WaterFlowProbeMeter
$20
/
day
WaterQualityMultimeter
$185
/
day
WellSounder
$30
/
day
BILLINGRATES
*Thisscheduleisupdatedannually
Page2of2
154
Item # C13.
(EffectiveJanuary1,2021throughDecember31,2021)*

POSITIONS

ENGINEERING
Principal/VicePresident
$307
Engineering/Scientist/GeologistManagerI/II
$291
/
$304
PrincipalEngineer/Scientist/GeologistI/II
$263
/
$279
SeniorEngineer/Scientist/GeologistI/II
$236
/
$247
AssociateEngineer/Scientist/GeologistI/II
$202
/
$216
Engineer/Scientist/GeologistI/II
$162
/
$188
EngineeringAide
$95
AdministrativeI/II/III/IV
$83
/
$105
/
$126
/
$139
ENGINEERINGTECHNOLOGY
EngineeringTechManagerI/II
$302
/
$304
PrincipalTechSpecialistI/II
$277
/
$287
SeniorTechSpecialistI/II
$254
/
$266
SeniorGISAnalyst
$230
GISAnalyst
$217
TechnicalSpecialistI/II/III/IV
$162
/
$185
/
$208
/
$232
TechnicalAnalystI/II
$116
/
$139
TechnicalAnalystIntern
$94
Cross-ConnectionControlSpecialistI/II/III/IV
$121
/
$131
/
$147
/
$164
CADManager
$183
CADDesignerI/II
$142
/
$160
CONSTRUCTIONMANAGEMENT
SeniorConstructionManager
$294
ConstructionManagerI/II/III/IV
$179
/
$192
/
$204
/
$258
ResidentInspector(PrevailingWageGroups4/3/2/1) $157
/
$174
/
$194
/
$202
ApprenticeInspector
$142
CMAdministrativeI/II
$76
/
$102
FieldServices
$202
LABORCHARGES
(DOLLARSPERHOUR)
■
HourlyratesincludeTechnologyandCommunicationchargessuchasgeneralandCADcomputer,software, telephone,routinein-housecopies/prints,postage,miscellaneoussupplies,andotherincidentalprojectexpenses. ■
OutsideServicessuchasvendorreproductions,prints,shipping,andmajorWestYostreproductionefforts,aswellas EngineeringSupplies,etc.willbebilledatactualcostplus15%. ■
MileagewillbebilledatthecurrentFederalRateandTravelwillbebilledatcost. ■
Subconsultantswillbebilledatactualcostplus10%.
■
Expertwitness,research,technicalreview,analysis,preparationandmeetingsbilledat150%ofstandardhourlyrates.Expert witnesstestimonyanddepositionsbilledat200%ofstandardhourlyrates. ■
AFinanceChargeof1.5%permonth(anAnnualRateof18%)ontheunpaidbalancewillbeaddedtoinvoiceamounts ifnotpaidwithin45daysfromthedateoftheinvoice. 2021BillingRateSchedule
*Thisscheduleisupdatedannually
Page1of2
155
Item # C13.
(EffectiveJanuary1,2021throughDecember31,2021)*
EquipmentCharges

EQUIPMENT
GasDetector
$80
/
day
HydrantPressureGauge
$10
/
day
HydrantPressureRecorder,Standard
$40
/
day
HydrantPressureRecorder,Impulse(Transient)
$55
/
day
TrimbleGPS–Geo7x
$220
/
day
Vehicle
$10
/
day
WaterFlowProbeMeter
$20
/
day
WaterQualityMultimeter
$185
/
day
WellSounder
$30
/
day
BILLINGRATES
2021BillingRateSchedule
*Thisscheduleisupdatedannually
Page2of2
156
Item # C13.

CONSULTANT’SKEYSTAFFANDSUBCONSULTANTS

Consultant’skeystaffassignedtotheProjectareasfollows:


TeamMemberTitle

ProjectRole

WhitneySandelin

ProjectManager

TylerNewman

CivilDesigner

GregChung

PrincipalinCharge












If
necessaryandappropriate,Consultantwillemploysubconsultantsitdeemsappropriatetothe complexityandnatureoftherequiredServices.Allsubconsultantsmust,iftheirspecialtyis licensable,belicensedbytheStateofCaliforniatoperformtheir
specificServices.Consultant
mustobtainCity’sapprovalofallsubconsultants.UponCity'srequest,Consultantmustprovide copiesofallsubconsultantcontractAgreements.Anydelegationorsubcontractingofany servicesbyConsultantwillnotoperate

torelieveConsultantofitsresponsibilitiesunderthis Agreement.


ThefollowingsubconsultantsareauthorizedtoworkontheProject:

Firm

ProjectRole

MarkThomas

TopographicSurvey

GeoconConsultants

GeotechnicalInvestigation

TJCand
Associates

StructuralDesign

ATEEMElectricalEngineering

ElectricalDesign





157
Item # C13.

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158
Item # C13.

AMENDMENT NO. 1 TO THE AGREEMENT
WITH

WEST YOST ASSOCIATES
FOR

DESIGN SERVICES - MILPITAS MAIN LIFT PUMP ST A TION ODOROUS

EMISSIONS CONTROL FACILITY
. · I o -- . 6l
This Amendment is entered into as of _ . Junel2, 2019, ("Effective Date") by and between the City of Milpitas, a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 455 E. Calaveras Boulevard, Milpitas, California 9503 5 ("City") , and West Yost Associates, a corporation with its principal place of business at 2020 Research Park Drive, Suite 100 Davis, CA 95618 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Amendment.

RECITALS
WHEREAS, on November 21, 2018 the parties entered into an agreement for Design Services - Milpitas Main Lift Pump Station Odorous Emissions Control Facility services. The initial agreement began November 21, 2018 though and including November 20, 2019 for the not-to-exceed amount of Ninety-Eight Thousand Dollars and Zero Cents ($98,000.00); and
WHEREAS, the parties now desire to amend the Agreement to add additional services for additional design services at the Main Lift Station for the City and increasing the value of the agreement by $36,340.00 for the new not-to-exceed amount of $134,340.00 to cover these additional services and extend services an additional 365 days.

NOW THEREFORE, in consideration of the mutual covenants and conditions herein contained, the parties agree to amend the Agreement as follows:

1. Section 2 Compensation, letter B is deleted in its entirety and replaced with the following: In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of One Hundred Thirty-Four Thousand Three Hundred Forty Dollars and Zero Cents ($134,340.00). This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within thirty (30) days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis.

2. Section 5 Time of Performance is deleted in its entirety and replaced with the following: Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed ("Notice to Proceed"). Consultant shall complete the services required hereunder within 730 calendar days. The Notice to Proceed shall set forth the date of commencement of work