Agenda packet — City Council and Authorities Concurrent, January 25, 2022 (part 4 of 6)

104-39-018 & 104-39-02 1
4837-9612-6925.4

SCLA-56598\2322245.1 9

,7190436Ā-6:25782Ā/,)Ā* #-!',.Ȁ+ *#Ȁ#.(.Ȁ(%%&Ȁ'&!+*+&.$$"' determination that such use will not unreasonably interfere with its use of the Easement. Grantee may trim any trees or remove any tree or structure which is in or adjacent to the Easement Area which, in its reasonable determination , unreasonably interferes with its use of the Easement.

Grantee may trim any trees or remove any tree which is in or adjacent to the Easement Area which exceeds a height of 20 feet or poses a risk of falling onto the Grantee 's facilities or equipment located within the Easement. Grantee shall maintain and repair the Easement Area at its sole cost and expense .

In no event shall Grantor be liable for any damage to, or loss of personal property or equipment sustained by Grantee within the Easement Area, whether or not it is insured, except if such loss is caused by the gross negligence or willful misconduct of Grantor.

Grantee shall indemnify , defend and hold Grantor harmless from and against any and all losses, costs, damages , liens, claims, liabilities, or expenses incurred by Grantor arising from or by reason of Grantee's access to, or use of the Easement Area, unless caused by Grantor 's sole negligence or willful misconduct.

THE EASEMENT IS GRANTED TO GRANTEE SUBJECT TO: All liens, encumbrances, easements, covenants , conditions and restrictions of record, including any matters shown on any subdivision or parcel map affecting the Easement Area; all exceptions appearing in that certain policy of title insurance for the Easement issued to Grantee as of or about the date hereof; all matters which would be revealed or disclosed in an accurate survey of the Easement Area; all matters which would be revealed or disclosed by a physical inspection of the Easement Area; a lien not yet delinquent for taxes for real property and personal property, and any general or special assessments against the Easement Area; and zoning ordinances and regulations and any other laws, ordinances , or governmental regulations restricting or regulating the use, occupancy or enjoyment of the Easement Area.
[Signature Page Follows]

Page 2 of 3 ends

10 4-39-018 & 104-39-021
4837-9612-6925.4

SCLA-56598\2322245.1 10

,7190436Ā-6:25782Ā/,)Ā* #-!',.Ȁ+ *#Ȁ#.(.Ȁ(%%&Ȁ'&!+*+&.$$"' IN WITNESS WHEREOF, Grantor has hereunto set their hands this 20 day of
---------~
APPROVED FOR FORM:

Office of the City Attorney
City of Santa Clara
Intel Delaware Corporation, a Delaware Corporation
successor in interest by merger with Intel
Corporation, A California Corporat ion
By:-----------
Casaundra Elwood
Title: FMS Global Real Estate Manager
Date: ____________ _
"OWNER" APN 104-39-018 & 104-39-021 (2021-11)
ALL LEGAL OWNERS OF PROPERTY MUST EXECUTE THIS DOCUMENT. IF GRANTOR IS A CORPORATION, THE COMPLETE

LEGAL NAME AND CORPORATE SEAL OF THE CORPORATION AND CORPORATE TITLES OF THE PERSONS SIGNING FOR THE CORPORATION SHALL APPEAR ABOVE. WRITTEN EVIDENCE OF AUTHORITY OF PERSON OR PERSONS EXECUTING THIS

DOCUMENT ON BEHALF OF CORPORATION, PARTNERSHIP, OR JOINT VENTURE, OR ANY OTHER ORGANIZATION OTHER THAN A SOLE PROPRIETORSHIP SHALL BE ATTACHED.

ATTACH THE ALL-PURPOSE NOTARY ACKNOWLEDGMENT FORM FOR THE PERSON OR PERSONS EXECUTING THIS DOCUMENT ON BEHALF OF THE GRANTOR.

Page 3 of 3 ends

10 4-39-018 & 104-39-021
4837-9612-6925.4

SCLA-56598\2322245.1 11

,7190436Ā-6:25782Ā/,)Ā* #-!',.Ȁ+ *#Ȁ#.(.Ȁ(%%&Ȁ'&!+*+&.$$"' DESCRIPTION:

EXHIBIT "A"
OVERHEAD ELECTRIC EASEMENT ACROSS:

INTEL CORPORATION
3600 JULIETTE LANE
SANTA CLARA , CALIFORNIA 95054
104-39-021 & 104-39-018
EASEMENT AREA: 21,400 SQ. FT. ±
SVP REF : SC _ __ 1
A portion of Parcel 3, as shown on that certain map filed for record in the Office of the Recorder of the the County of Santa Clara (ORCSC) on October 12th , 1984 in Book 535 of Maps at Pages 29 and 30, located in the City of Santa Clara , County of Santa Clara , State of California , and desc ribed as follows :

COMMENCING at a monument located in the centerline Laurelwood Road as shown on

Page 2 ends

Laurelwood Road to a monument located at the centerline intersection of said Laurelwood Road and Juliette Lane ; thence South 73°56'50" West 826.58 feet to a southeasterly corner of said Parcel 3 and the POINT OF BEGINNING; thence North 71 °16'22" West 398 .19 feet along the northerly right-of-way line of the Bayshore Freeway (U.S. Route 101) to a southwesterly corner of said Parcel 3, herein after known as Point "A" ; thence North 00°50'11" East 56.09 feet along the westerly line of said Parcel 3; thence South 71 °47'07" East 185 .61 feet ; thence South 68°07'1 O" East 216 .25 feet to an easterly line of said Parcel 3; thence South 00°52'43" West 45.32 feet along said easterly line to the POINT OF BEGINNING.

ALONG WITH:

COMMENCING at Point "A"; thence North 72°01 '49" West 41 .86 feet along said northerly right-of-way to an easterly line of said Parce l 3 and the POINT OF BEGINNING; thence North 71 °12'39" West 15.77 feet along said northerly right-of-way line to the easterly right-of-way line of San Tomas Aquino Creek ; the nce North 00°50'11" East 60.17 feet along said easterly right-of-way line of San Tomas Aquino Creek; thence South 69°50'59" East

15.90 feet to said easterly line of said Parcel 3; thence South 00°50'11" West 59.77 feet along said easterly line to the POINT OF BEGINNING .

CONTAINING IN TOTAL: 21,400 square feet , more or less .

SCALE: N/A B Y: JRT CHK: GHH APP: JJC
H~CUltAl com1run m

SALT LAKE CITY, UTAH

INTEL CORPORATION
APN : 104-39-021 & 104-39-018
3600 JULIETTE LANE
SANTA CLARA , CALIFORNIA 95054
~ !LICON
y VALLEY
POWER.

CITY OF SA/IITA CLARA
SHEET: 1 of2
4837-9612-6925.4

SCLA-56598\2322245.1 12

,7190436Ā-6:25782Ā/,)Ā* #-!',.Ȁ+ *#Ȁ#.(.Ȁ(%%&Ȁ'&!+*+&.$$"' Line Table
Line# Length Direction
L1 398.19' N71" 16' 22"W
L2 56.09' Nao· so· 11 "E
L3 185.61' S71 " 47' 07"E
L4 21 6.25' S68° 07' 1 0"E
LS 45.32' soo · s2· 43"W
L6(TIE) 41 .86' N72" 01' 49"W
L7 15.77' N71" 12' 39"W
LB 60.17' Nao· so· 11 "E
L9 15.90' S69° 50' 59"E
L10 59.TT' soo· so· 11 "W
~
Ill
Ill
a: u
0 z
s a
C
~ :I
0 ... z
C Ill
LEGEND
EXHIBIT "A"
OVERHEAD ELECTRIC EASEMENT ACROSS :

INTEL CORPORATION
3600 JULIETTE LANE
SANTA CLARA , CALIFORNIA 95054
104-39-021 & 104-39-018
EASEMENT AREA : 21,400 SQ. FT. ±
PROJECT I.D. 1
INTEL

CORPORATION
APN: 104-39-021
APN: 104-39•01 8
\
IM]~~©'tl ®&lttl'll'& ©11.&llil& 'ti 1111©
&\~ltt]g 't] ~o~@o@~~
tzazzzzza EASEMENT AREA = 21 .400 SQ. FT. ±
--- - --- ROADWAY PLATTED CENTERLINE
---P--- POWERLINE REFERENCE LINE
- • · - · · - EXISTING EASEMENT LINE
~ FOUND SURVEY MONUMENT
SVP REF: SC __

SCALE FEET
125' 250'
CL MON

LAURELWOOD RD
THIS DRAWING SHOULD BE USED ONLY AS A REPRESENTAT ION OF THE LOCATION OF THE EASEMENT BEING CONVEYED. THE EXACTLOCATION OF ALL STRUCTURES ,

LINES AND APPURTENANCES IS SUBJECT TO CHANG E WITH IN THE BOUNDARIES OF THE RIGHT OF WAY HEREIN GRANTED REV: 0 DATE: 6-21-21 SCALE: 1" = 250' BY:JRT CHK: GHH APP: JJC .... -
H ~ C ll IC Al
com11ua INC

SALT LAKE CITY, UTAH

INTEL CORPORATION
APN : 104-39-021 & 104-39-018
3600 JULIETTE LANE
SANTA CLARA, CALIFORNIA 95054
♦SILICON
VALLEY
POWER.

CITY OF SA.NTA CLARA
SHEET: 2of2
4837-9612-6925.4

SCLA-56598\2322245.1 13

,7190436Ā-6:25782Ā/,)Ā* #-!',.Ȁ+ *#Ȁ#.(.Ȁ(%%&Ȁ'&!+*+&.$$"'

CALIFORNIA NOTARY ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individu al who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.

State of California
County of _____ _
On _____ , 20_ before me, ________ (name and title of officer), personally appeared ________ , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that she/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature ______ _ (Seal)
4837-9612-6925.4

SCLA-56598\2322245.1 14

,7190436Ā-6:25782Ā/,)Ā* #-!',.Ȁ+ *#Ȁ#.(.Ȁ(%%&Ȁ'&!+*+&.$$"'

CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property granted by Grant of Overhead Electric Easement and Agreement dated the __ of _____ ~ 20_, from Intel Corporation , a Delaware corporation successor in interest by merger with Intel Corporation , a California Corporation (Grantor) to the City of Santa Clara, California, a chartered California municipal corporation (City), is hereby accepted by the undersigned officer on behalf of the City Council of the City pursuant to authority conferred by Resolution No. 5600 of the City Council of the City of Santa Clara adopted on the 28 day of May, 1991, and the Resolution Approving Purchase of Overhead Electric Easement, Resolution No. _____ adopted on _______ , 20_ . The City, as Grantee , consents to recordation by its duly authorized officer, the City Clerk of the City of Santa Clara.

Re: APN 104-39-018
APN 104-39-021
APPROVED AS TO FORM:

Office of the City Attorney
City of Santa Clara
Dated: This __ day of ____ , 20_
DEANNA J . SANTANA
City Manager
City of Santa Clara
ATTEST : ________ _
Nora Pimentel, MMC
Assistant City Clerk
City of Santa Clara
4837-9612-6925.4

SCLA-56598\2322245.1 15

Exhibit 2

,7190436Ā-6:25782Ā/,)Ā* #-!',.Ȁ+ *#Ȁ#.(.Ȁ(%%&Ȁ'&!+*+&.$$"' \ "- M F; A.1
,"' ('>..,
~ ,,.
~ ~
~
0-der NumbEI': NCS-1032333-CC
Page NumbEI': 1
First American Ti tie Insu ranee Company
National Commercial Services
1850 Mt. Diablo Blvd., Suite 53 0
Walnut Creek, CA 94596
Alan A. Sozio
Burke, Williams & Sorenson LLP
444 South Flower Street, 9Jite #2400
Los Angeles, CA 90071
Phone: (213)236-0600
Customer Reference :

Escrow Officer:

Phone:

Email:

Buyer :

Owner:

Property :
3 600 Ju liette Ln
Roni Sloan Loftin
(925)927-2127
rsloan@firstam .com
City of Santa Clara
In te I Corporation
3600 Juliette Ln, (APN: 104-39-021 & 104-39-018 ), Santa Clara, CA

PRELI MIN ARV REPORT
In respense to lhe ato ve referenced app ication for a policy of title insurance, this company hereby reports thct it is prepared to iS&ue, or cause to be issued, as of lhe date hereof, a Policy or Policies of Title Insurance describing the land and lhe estate or interest lheran hereinafter set forlh, insuring against loss w,ich may be sustained by reason of any defect, lien or encumbrance not shoVln or rffmed to as an Eia:eptien belOH a- net eia:luood from coverage pursuant to lhe printed Schedules, Cenditiens and Stipulati ans of said Policy fotm s,
The printed Eia:ep:ions and Eia:I u,i ens from lhe cover age and Limitations on Covered Risks of said pol icy O' policies are set fotth in Emibit A cttached. The policy to be issued mav contcin an a!bilralion dause, W1la, the Amount if fnsuriYlce is fez than /hat set forth in /he arfilralion dause, .ii arbitrable matters d,a/1 be a/bi/rated at /he op/ion of either /he Company or the insured as /he exdusivera-ned y oflh epar/ie, , Limitations en Covere:l Ri5ks applica:>le to the CLTAand AL TA Homeowner's Pdicies of Title Insurance which establish a De:luctible Amount and a Maximum Dalla-Limit of Lia:>ility for cE!'tan coverages are also set fa-th in Emibit A, Copies of lhe policy fa-ms should be rea::I. They are availa:>le from lhe office which issue:! this repcrt.

Please read the e><c:epl:ions shown or referred to below and the e,u:eptions and e><dusions set forth in E ><hibit A of tl-.s report carefuly. The e>«:eptions and e>«:lusions are meant to proYide you with notice~ matters which are not covered under the terlll5 of the title insurance policy and should be carefully considered .

First American Title Insurance Company
4837-9612-6925.4

SCLA-56598\2322245.1 16

,7190436Ā-6:25782Ā/,)Ā* #-!',.Ȁ+ *#Ȁ#.(.Ȁ(%%&Ȁ'&!+*+&.$$"' Order Number: NCS-1082333-CC
Page Number: 2
It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land.

This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of ti~e insurance, a Binder or Commitment should be requested.

First American Title Insurance Company
4837-9612-6925.4

SCLA-56598\2322245.1 17

,7190436Ā-6:25782Ā/,)Ā* #-!',.Ȁ+ *#Ȁ#.(.Ȁ(%%&Ȁ'&!+*+&.$$"' Dated as of August 10, 2021 at 7:30 A.M.

The form of Policy of title insurance contemplated by this report is:

ALTA Standard Owner Policy
Order Number : NCS-1082333-CC
Page Number: 3
A specific request should be made if another form or additional coverage is desired.

Title to said estate or interest at the date hereof is vested in:

INTEL CORPORATION, A DELAWARE CORPORATION
The estate or interest in the land hereinafter described or referred to covered by this Report is:

Fee as to Parcel One, an Easement as to Parcels Two and Three The Land referred to herein is described as follows:
(See attached Legal Description)
At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form would be as follows:

1. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code.

2. The terms and provisions contained in the document entitled "Agreement" recorded as Book 32 of Miscellaneous Records, Page 540 .

3. An easement for drainage waters and incidental purposes in the document recorded November 17, 1919 in Book 502 of Deeds, Page 66.

The location of the easement cannot be determined from record information.

4. The terms, provisions and easement(s) contained in the document entitled "Agreement for Irrigation" recorded September 02, 1921 as Book 538 of Deeds, Page 213 of Official Records.

5. The terms and provisions contained in the document entitled "Agreement" recorded August 31, 1923 as Book 25, Page 359 of Official Records.

6. An easement for flood control and storm water drainage and incidental purposes, recorded May 23, 1962 as Book 5585, Page 347 of Official Records.

In Favor of:

Affects:

Santa Clara County Flood Control and Water Conservation District as described therein
First American Title Insurance Company
4837-9612-6925.4

SCLA-56598\2322245.1 18

,7190436Ā-6:25782Ā/,)Ā* #-!',.Ȁ+ *#Ȁ#.(.Ȁ(%%&Ȁ'&!+*+&.$$"' Order Number : NCS-1082333-CC
Page Number: 4

7. An easement for ingress and egress and operation maintenance of San Tomas Aquino Creek and incidental purposes, recorded May 23, 1962 as Book 5585, Page 363 of Official Records.

In Favor of:

Affects:

Santa Clara County Flood Control and Water Conservation District, State of california
as described therein

8. An easement for underground agricultural irrigation pipe line and incidental purposes, recorded May 28, 1968 as Book 8138, Page 406 of Official Records.

In Favor of:

Affects:

Siliconix Incorporated, a California corporation
as described therein

9. An easement for underground public utilities, sewer, water, gas, electric and communications lines and incidental purposes, recorded December 19, 1968 as Book 8375, Page 415 of Official Records.

In Favor of:

Affects:

City of Santa Clara, a Municipal Corporation
as described therein
A document entitled "A Resolution Ordering the Vacation of a Certain Portion of that General Purpose Easement Located West of Juliette Lane" recorded October 27, 1994 as Book N648, Page 645, Instrument No. 12701768 of Official Records.

A document entitled "A Resolution Ordering the Vacation of a Certain Portion of that General Purpose Easement Located West of Juliette Lane" recorded November 02, 1994 as Book N655, Page 393, Instrument No. 12706887 of Official Records.

10. An easement for installation, construction and maintenance of nitrogen gas lines and incidental purposes, recorded August 2, 1974 as Book B023, Page 501, Instrument No. 4822421 of Official Records.

In Favor of:

Affects:

Air Products and Chemicals, Inc ., a Delaware corporation as described therein
Said instrument was amended August 2, 1974 in Book B023, Page 509, Instrument No. 4822422; November 30, 1976 in Book C443, Page 7, Instrument No. 5484012; December 7, 1976 in Book C459, Page 41, Instrument No. 5491070; March 19, 1979 in Book E355, Page 550, Instrument No. 6317044; November 13, 1981 in Book G448, Page 323, Instrument No. 7213512; and Feburary 13, 1985 in Book J244, Page 251, Instrument No. 8325513 all of Official Records.

An assignment of Easements executed by Air Products and Chemicals, Inc., a Delaware corporation to Air Products, Incorporated, a Delaware corporation, recorded October 24, 1983 in Book l008, Page 207, Instrument No. 7861356 of Official Records.

An assignment of Easements executed by Air Products and Chemicals, Inc., a Delaware corporation to Air Products Manufacturing Corporation, a Delaware corporation, recorded February 7, 1984 in Book 1291, Page 296, Instrument No. 7971008, and re-recorded April 3, 1984 in Book 1429, Page 384, Instrument No. 8023910 both of Official Records.

Said instrument is affected by a Release of Pipeline Right of Way Grant and Easement recorded June 9, 1998 as Instrument No. 14224802 of Official Records. Said document partially releases said easement.

First American Title Insurance Company
4837-9612-6925.4

SCLA-56598\2322245.1 19

,7190436Ā-6:25782Ā/,)Ā* #-!',.Ȁ+ *#Ȁ#.(.Ȁ(%%&Ȁ'&!+*+&.$$"' Order Number : NCS-1082333-CC
Page Number: 5

11. An easement for pipeline for the transmission of nitrogen gas and incidental purposes, recorded May 04, 1977 as Book C795, Page 257, Instrument No. 5633727 of Official Records.

In Favor of:

Affects:

Air Products and Chemicals, Inc., a Delaware corporation as described therein

12. An easement for water distribution lines, pipes and incidental purposes, recorded December 30, 1977 as Book D380, Page 25, Instrument No. 5889143 of Official Records.

In Favor of:

Affects:

City of Santa Clara, California, a Municipal corporation as described therein

13. An easement for flood control and/or storm water drainage and incidental purposes, recorded December 30, 1977 as Book D380, Page 31, Instrument No. 5889144 of Official Records.

In Favor of:

Affects:

Santa Clara Valley Water District, a public corporation as described therein

14. An easement for public utilities and incidental purposes, recorded March 26, 1980 as Book F227,

Page 406 ends

In Favor of:

Affects:

City of Santa Clara, California, a Municipal corporation as described therein

15. Abutter's rights of ingress and egress to or from Bayshore Freeway have been relinquished in the document recorded December 04, 1980 as Book F770, Page 60, Instrument No. 6918246 of Official Records.

16. Abutter's rights of ingress and egress to or from Bayshore Freeway have been relinquished in the document recorded December 15, 1981 as Book G500, Page 421, Instrument No. 7236241 of Official Records.

17. An easement for underground public utilities and incidental purposes, recorded December 15, 1981 as Book G500, Page 421, Instrument No. 7236241 of Official Records.

In Favor of:

Affects:

The State of California
as described therein

18. An easement shown or dedicated on the map of Parcel Map recorded October 12, 1984 and on file in Book 535, Page 29, of Maps.

For: private ingress and egress (P.I.E.E.), private sanitary sewer (P.S.S.E.), water line (W.L.E.) and incidental purposes.

19. An easement for avigation easement and incidental purposes, recorded February 21, 1986 as Book J610, Page 338, Instrument No. 8697051 of Official Records.

In Favor of:

Affects:

City of San Jose, a Municipal corporation
as described therein
First American Title Insurance Company
4837-9612-6925.4

SCLA-56598\2322245.1 20

,7190436Ā-6:25782Ā/,)Ā* #-!',.Ȁ+ *#Ȁ#.(.Ȁ(%%&Ȁ'&!+*+&.$$"' Order Number : NCS-1082333-CC
Page Number: 6

20. An easement for private ingress and egress, private sanitary sewer, water line and incidental purposes, recorded September 09, 1988 as Book K674, Page 2078, Instrument No. 9829807 of Official Records.

In Favor of:

Affects:

Maskatiya, Suri & Company, Inc., a california Corporation and Regency Plaza Office Building One, Inc., a Delaware corporation as described therein

21. The terms and provisions contained in the document entitled "Easement Agreement" recorded November 20, 1989 as Book L171, Page 1199, Instrument No. 10333021 of Official Records.

22. An easement for overhead electric utility easement and incidental purposes, recorded July 17, 1995 as Book N921, Page 183, Instrument No. 12948704 of Official Records.

In Favor of:

Affects:

City of Santa Clara, California, a chartered municipal corporation as described therein

23. An easement for underground electric utility easement and incidental purposes, recorded July 17, 1995 as Book N921, Page 189, Instrument No. 12948705 of Official Records.

In Favor of:

Affects:

City of Santa Clara, California, a chartered municipal corporation as described therein

24. An easement for storm sewer easement and incidental purposes, recorded July 25, 1995 as Book N934, Page 262, Instrument No. 12962160 of Official Records.

In Favor of:

Affects:

Regency Plaza Office Building 3, Inc., a Delaware corporation as described therein

25. The effect of a document entitled "Notice of Lot Line Adjustment", recorded April 30, 1997 as Instrument No. 13689881 of Official Records.

Deeds to perfect said Lot Line Adjustment were never recorded.

26. The terms, provisions and easement(s) contained in the document entitled "Street Encroachment License" recorded February 03, 1998 as Instrument No. 14038727 of Official Records.

27. The terms, provisions and easement(s) contained in the document entitled "Grant of Easement" recorded June 09, 1998 as Instrument No. 14224803 of Official Records.

28. The terms, provisions and easement(s) contained in the document entitled "Agreement for an Exclusive Substation Easement and a Nonexclusive Access Easement by and between The City of Santa Clara, california and Intel Corporation" recorded March 18, 1999 as Instrument No. 14711522 of Official Records.

29. An easement for sidewalk and public utility and incidental purposes, recorded January 20, 2005 as Instrument No. 18197024 of Official Records.

In Favor of:

Affects:

The City of Santa Clara, California, a chartered municipal corporation as described therein
First American Title Insurance Company
4837-9612-6925.4

SCLA-56598\2322245.1 21

,7190436Ā-6:25782Ā/,)Ā* #-!',.Ȁ+ *#Ȁ#.(.Ȁ(%%&Ȁ'&!+*+&.$$"' Order Number : NCS-1082333-CC
Page Number: 7

30. A financing statement recorded January 09, 2013 as Instrument No. 22041676 Intel Santa Clara (SC12).

Debtor:

Secured party:

Solarcity Corporation
of Official Records

31. A financing statement recorded January 10, 2018 as Instrument No. 23846744 of Official Records.

Debtor: Intel Santa Clara (SC12)
Secured party: Sola rcity Corporation

32. We find no outstanding voluntary liens of record affecting subject property. An inquiry should be made concerning the existence of any unrecorded lien or other indebtedness which could give rise to any security interest in the subject property.

33. Water rights, claims or title to water, whether or not shown by the public records.

34. Rights of parties in possession.

First American Title Insurance Company
4837-9612-6925.4

SCLA-56598\2322245.1 22

,7190436Ā-6:25782Ā/,)Ā* #-!',.Ȁ+ *#Ȁ#.(.Ȁ(%%&Ȁ'&!+*+&.$$"'

INFORMATIONAL NOTES
Order Number: NCS-1082333-CC
Page Number: 8
ALERT - CA Senate Bill 2 imposes an additional fee of $75 up to $225 at the time of recording on certain transactions effective January 1, 2018. Please contact your First American Title representative for more information on how this may affect your closing.

1. Taxes for proration purposes only for the fiscal year 2020-2021.

First Installment: $881,775.64, PAID
Second Installment: $881,775.64, PAID
Tax Rate Area: 007-014
APN: 104-39-021
(Affects a portion of the herein described lands)

2. Taxes for proration purposes only for the fiscal year 2020-2021.

First Installment: $8,101.25, PAID
Second Installment: $8,101.25, PAID
Tax Rate Area: 007-014
APN: 104-39-018
(Affects a portion of the herein described lands)

3. According to the latest available equalized assessment roll in the office of the county tax assessor, there is located on the land a(n) Commercial Structure known as 3600 Juliette Lane, Santa Clara, California.

4. According to the public records, there has been no conveyance of the land within a period of twenty four months prior to the date of this report, except as follows:

None

5. If this preliminary report/commitment was prepared based upon an application for a policy of title insurance that identified land by street address or assessor's parcel number only, it is the responsibility of the applicant to determine whether the land referred to herein is in fact the land that is to be described in the policy or policies to be issued.

6. Should this report be used to facilitate your transaction, we must be provided with the following prior to the issuance of the policy:

A. WITH RESPECT TO A CORPORATION:

1. A certificate of good standing of recent date issued by the Secretary of State of the corporation's state of domicile.

2. A certificate copy of a resolution of the Board of Directors authorizing the contemplated transaction and designating which corporate officers shall have the power to execute on behalf of the corporation.

3. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California.

4. Requirements which the Company may impose following its review of the above material and other information which the Company may require.

First American Title Insurance Company
4837-9612-6925.4

SCLA-56598\2322245.1 23

,7190436Ā-6:25782Ā/,)Ā* #-!',.Ȁ+ *#Ȁ#.(.Ȁ(%%&Ȁ'&!+*+&.$$"' B. WITH RESPECT TO A CALIFORNIA LIMITED PARTNERSHIP:

Order Number: NCS-1082333-CC
Page Number: 9

1. A certified copy of the certificate of limited partnership (form LP-1) and any amendments thereto (form LP-2) to be recorded in the public records;

2. A full copy of the partnership agreement and any amendments;

3. Satisfactory evidence of the consent of a majority in interest of the limited partners to the contemplated transaction;

4. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California.

5. Requirements which the Company may impose following its review of the above material and other information which the Company may require .

C. WITH RESPECT TO A FOREIGN LIMITED PARTNERSHIP:

1. A certified copy of the application for registration, foreign limited partnership (form LP-5) and any amendments thereto (form LP-6) to be recorded in the public records;

2. A full copy of the partnership agreement and any amendment;

3. Satisfactory evidence of the consent of a majority in interest of the limited partners to the contemplated transaction;

4. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California.

5. Requirements which the Company may impose following its review of the above material and other information which the Company may require.

D. WITH RESPECT TO A GENERAL PARTNERSHIP:

1. A certified copy of a statement of partnership authority pursuant to Section 16303 of the California Corporation Code (form GP-I), executed by at least two partners, and a certified copy of any amendments to such statement (form GP-7), to be recorded in the public records;

2. A full copy of the partnership agreement and any amendments;

3. Requirements which the Company may impose following its review of the above material required herein and other information which the Company may require.

E. WITH RESPECT TO A LIMITED LIABILITY COMPANY:

1. A copy of its operating agreement and any amendments thereto;

2. If it is a California limited liability company, a certified copy of its articles of organization (LLC-1) and any certificate of correction (LLC-11), certificate of amendment (LLC-2), or restatement of articles of organization (LLC-10) to be recorded in the public records;

3. If it is a foreign limited liability company, a certified copy of its application for registration (LLC-5) to be recorded in the public records;

4. With respect to any deed, deed of trust, lease, subordination agreement or other document or instrument executed by such limited liability company and presented for recordation by the Company or upon which the Company is asked to rely, such document or instrument must be executed in accordance with one of the following, as appropriate :
(i) If the limited liability company properly operates through officers appointed or elected pursuant to the terms of a written operating agreement, such documents must be executed by at least two duly elected or appointed officers, as follows : the chairman of the board, the president or any vice president, and any secretary, assistant secretary, the chief financial officer or any assistant treasurer;
(ii) If the limited liability company properly operates through a manager or managers identified in the articles of organization and/or duly elected pursuant to the terms of a written operating agreement, such document must be executed by at least two such managers or by one manager if the limited liability company properly operates with the existence of only one manager.

5. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California.

6. Requirements which the Company may impose following its review of the above material and other information which the Company may require .

First American Title Insurance Company
4837-9612-6925.4

SCLA-56598\2322245.1 24

,7190436Ā-6:25782Ā/,)Ā* #-!',.Ȁ+ *#Ȁ#.(.Ȁ(%%&Ȁ'&!+*+&.$$"' F. WITH RESPECT TO A TRUST:

Order Number: NCS-1082333-CC
Page Number : 10

1. A certification pursuant to Section 18100.5 of the California Probate Code in a form satisfactory to the Company.

2. Copies of those excerpts from the original trust documents and amendments thereto which designate the trustee and confer upon the trustee the power to act in the pending transaction.

3. Other requirements which the Company may impose following its review of the material require herein and other information which the Company may require.

G. WITH RESPECT TO INDIVIDUALS:

1. A statement of information.

The map attached, if any, may or may not be a survey of the land depicted hereon. Rrst American Title Insurance Company expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, if any, to which this map is attached.

First American Title Insurance Company
4837-9612-6925.4

SCLA-56598\2322245.1 25

,7190436Ā-6:25782Ā/,)Ā* #-!',.Ȁ+ *#Ȁ#.(.Ȁ(%%&Ȁ'&!+*+&.$$"'

LEGAL DESCRIPTION
Order Number : NCS-1082333-CC
Page Number: 11
Real property in the City of Santa Clara, County of Santa Clara, State of California, described as follows:

PARCEL ONE:

PARCEL 3, AS SHOWN UPON THAT CERTAIN MAP ENTITLED, "PARCEL MAP BEING ALL OF PARCEL 2, AS SHOWN ON THAT CERTAIN MAP RECORDED IN BOOK 514 OF MAPS AT PAGE 37, SANTA CLARA COU NlY TOGETHER WITH A PORTION OF THE LANDS OF WILLIAM B. WESTON RECORDED IN BOOK 502 AT PAGE 64, BOOK 1323 AT PAGE 144, AND BOOK 4106 AT PAGE 103, SANTA CLARA RECORDS", WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNlY OF SANTA CLARA, STATE OF CALIFORNIA, ON OCTOBER 12, 1984 IN BOOK 535 OF MAPS, AT PAGES 29 AND 30.

PARCEL TWO:

AN EASEMENT FOR PRIVATE INGRESS AND EGRESS, PRIVATE SANITARY SEWERS AND WATER LINES OVER ALL THAT PORTION OF PARCEL 1, AS SAID PARCEL IS SHOWN ON THAT CERTAIN PARCEL MAP FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNlY OF SANTA CLARA, ON OCTOBER 12, 1984, IN BOOK 535 OF MAPS, PAGES 29 AND 30, DESIGNATED THEREON AS P.I.E.E., P.S.S.E. AND W.L.E.

PARCEL THREE:

AN EASEMENT FOR STORM DRAINAGE PURPOSES OVER THAT CERTAIN PARCEL OF LAND LYING

BETWEEN THE WESTERLY LINE OF THE FIRST DESCRIBED PARCEL AND THE EASTERLY LINE OF THE 90 FOOT RIGHT OF WAY OF THE SANTA CLARA COUNlY FLOOD CONTROL AND CONSERVATION DISTRICT, AS SHOWN ON THE RECORD OF SURVEY, RECORDED APRIL 17, 1972 IN BOOK 145, PAGES 40 THROUGH 49 OF MAPS, RECORDS OF SANTA CLARA COUNlY, CALIFORNIA.

APN: 104-39-018 and 104-39-021
First American Title Insurance Company
4837-9612-6925.4

SCLA-56598\2322245.1 26

,7190436Ā-6:25782Ā/,)Ā* #-!',.Ȁ+ *#Ȁ#.(.Ȁ(%%&Ȁ'&!+*+&.$$"' NOT1CEI
Order Number: NCS-1082333-CC
Page Number: 12
Section 12413.1 of the California Insurance Code, effective January 1, 1990, requires that any title insurance company, underwritten ti~e company, or controlled escrow company handling funds in an escrow or sub-escrow capacity, wait a specified number of days after depositing funds, before recording any docurrents in connection with the transaction or disbursing funds. This statute allows for funds deposited by wire transfer to be disbursed the same day as deposit. In the case of cashier's checks or certified checks , funds may be disbursed the next day after deposit. In order to avoid unnecessary delays of three to seven clays, or m:ire, please use wire transfer, cashier's checks, or certified checks whenever possible.

If you have any questions about the effect of this new law, please contact your local First Arrerican Office for more details.

NOT1CEII
As of January 1, 1991, if the transaction which is the subject of this report will be a sale, you as a party to the transaction1 may have certain tax reporting and withholding obligations pursuant to the state law referred to below:

In accordance with Sections 18662 and 18668 of the Revenue and Taxation Code, a buyer may be required to withhold an amount equal to three and one-third percent of the sales price in the case of the disposition of California real property interest by either:

1. A seller who is an individual with a last known street address outside of California or when the disbursement instructions authorize the pn:,oeeds be sent to a financlal intermediary of the seller, OR

2. A corporate seller which has no permanent place of business in California.

The buyer may become subject to penalty for failure to withhold an amount equal to the greater of 10 percent of the amount required to be withheld or five hundred dollars ($500).

However, notwithstanding any other pn:,vision included in the California statutes referenced above , no buyer will be required to withhold any amount or be subject to penalty for failure to withhold if:

1. The sales price of the California real pn:,perty conveyed does note xoeed one hundred thousand dollars ($100,000), OR

2. The seller executes a written certificate, under the penalty of perjury, certifying that the seller is a resident of California, or if a corp:>ration, has a penranent place of business in California, OR

3. The seller, who is an individual, executes a written certificate, under the penalty of pe~ury , that the California real property being conveyed is the selle~s principal residence (as defined in Section 1034 of the Internal Revenue Code).

The seller is subject to penalty for knowingly filing a fraudulent certificate for the purpose of avoiding the withholding requirement.

The California statutes referenced above include provisions which authorize the Franchise Tax Board to grant reduced withholding and waivers from withholding on a case-by-case basis.

The parties to this transaction should seek an attorney's, accountant's, or other tax specialist's opinion concerning the effect of this law on this transaction and should not act on any statements made or omitted by the escrow or closing officer.

The Seller May Request a Waiver by Contacting:

Franchise Tax Board
Withhold at Soun:e Unit
P.O. Box 651
Sacramento , CA 95812-0651
(916) 845-4900
First American Title Insurance Company
4837-9612-6925.4

SCLA-56598\2322245.1 27

,7190436Ā-6:25782Ā/,)Ā* #-!',.Ȁ+ *#Ȁ#.(.Ȁ(%%&Ȁ'&!+*+&.$$"' Privacy Policy
We Are Committed to Safeguarding Customer Information
Order Number: NCS-1082333-CC
Page Number: 13
In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our parent company, The First American Corporation, we have adopted this Privacy Policy to govern the use and handling of your personal information.

Applicability
This Privacy Policy governs our use of the information which you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity . First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values, a copy of which can be found on our website at www.firstam .com.

Types of Information
Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include:
• Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means; • Information about your transactions with us, our affiliated companies, or others; and • Information we receive from a consumer reporting agency.

Use of Information
We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party . Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law.

We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies, and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies, or to other financial institutions with whom we or our affiliated companies have joint marketing agreements.

Former Customers
Even if you are no longer our customer, our Privacy Policy will continue to apply to you.

Confidentiality and Security
We will use our best efforts to ensure that no unauthorized parties have access to any of your information . We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

First American Title Insurance Company
4837-9612-6925.4

SCLA-56598\2322245.1 28

,7190436Ā-6:25782Ā/,)Ā* #-!',.Ȁ+ *#Ȁ#.(.Ȁ(%%&Ȁ'&!+*+&.$$"' Order Number: NCS-1082333-CC
Page Number: 14
CLTA/ ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (02-03-10)

EXCLUSIONS
In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from:

1. Governmental police power, and the existence or violation of those portions of any lavv or government regulation concerning:
(a) building; (d) improvements on the Land;
(b) zoning; (e) land division; and
(c) land use; (f) environmental protection.

This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27.

2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the coverage described in Covered Risk 14 or 15.

3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17.

4. Risks:
(a) that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; (b) that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date; (c) that result in no loss to You; or
(d) that first occur after the Policy Date - this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28.

5. Failure to pay value for Your Title.

6. Lack of a right:
(a) to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and (b) in streets, alleys, or waterways that touch the Land.

This Exclusion does not limit the coverage described in Covered Risk 11 or 21.

7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state insolvency, or similar creditors' rights laws.

LIMITATIONS ON COVERED RISKS
Your insurance for the following Covered Risks is limited on the OMner's Coverage Statement as follows: For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A.

Your Deductible Amount
Covered Risk 16: 1 % of Policy Amount or $2,500.00 (whichever is less) Covered Risk 18: 1 % of Policy Amount or $5,000.00 (whichever is less) Covered Risk 19: 1 % of Policy Amount or $5,000.00 (whichever is less) Covered Risk 21: 1 % of Policy Amount or $2,500.00 (whichever is less) Our Maxin um Dollar
Limit of Liability
$10,000.00
$25,000.00
$25,000.00
$5,000.00
ALTA RESIDENTIAL TITLE INSURANCE POU CY (6·1-87)

EXCLUSIONS
In addition to the Exceptions in Schedule B, you are not insured against loss, costs, attorneys' fees, and expenses resulting from:

1. Governmental police power, and the existence or violation of any law or government regulation. This includes building and zoning ordinances and also laws and regulations concerning:
(a) and use
(b) improvements on the land
(c) and division
( d) environmental protection
This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date.

This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks.

2. The right to take the land by conderrning it, unless:
(a) a notice of exercising the right appears in the public records on the Policy Date (b) the taking happened prior to the Policy Date and is binding on you if you bought the land without knowing of the taking

3. Title Risks:

First American Title Insurance Company
4837-9612-6925.4

SCLA-56598\2322245.1 29

,7190436Ā-6:25782Ā/,)Ā* #-!',.Ȁ+ *#Ȁ#.(.Ȁ(%%&Ȁ'&!+*+&.$$"' (a) that are created, allowed, or agreed to by you
Order Number: NCS-1082333-CC
Page Number: 15
(b) that are known to you, but not to us, on the Policy Date -- unless they appeared in the public records (c) that result in no loss to you
(d) that first affect your title after the Policy Date -- this does not limit the labor and material lien coverage in Item 8 of Covered Title Risks

4. Failure to pay value for your title.

5. Lack of a right:
(a) to any land outside the area specifically described and referred to in Item 3 of Schedule A OR (b) in streets, alleys, or waterways that touch your land This exclusion does not limit the access coverage in Item 5 of Covered Title Risks. 2006 ALTA LOAN POU CY (06-17-06)

EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. a. Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to
i. the occupancy, use, or enjoyment of the Land;
ii . the character, dimensions, or location of any improvement erected on the Land; iii. the subdivision of land; or
iv. environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion l(a) does not modify or limit the coverage provided under Covered Risk 5.
b. Any governmental police power. This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Clamant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;
c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13, or 14); or
e. resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage.

4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated.

5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law.

6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is
a. a fraudulent conveyance or fraudulent transfer, or
b. a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy.

7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk 11(b ).

The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will 1>so include the following Exceptions from Coverage:

EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of:

1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records.

2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertaned by an inspection of the Land or that may be asserted by persons in possession of the Land.

3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.

4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an First American Title Insurance Company
4837-9612-6925.4

SCLA-56598\2322245.1 30

,7190436Ā-6:25782Ā/,)Ā* #-!',.Ȁ+ *#Ȁ#.(.Ȁ(%%&Ȁ'&!+*+&.$$"' accurate and complete land survey of the Land and not shown by the Fublic Records.

Order Number: NCS-1082333-CC
Page Number: 16

5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof ; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records.

6. Any lien or right to a lien for services, labor or material not shown by the public records. 2006 ALTA OWNER'S POLICY(06-17-06)

1. a. Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regu lating, prohibiting, or relating to
i. the occupancy, use, or enjoyment of the Land;
ii. the character, dimensions, or location of any improvement erected on the Land; iii. the subdivision of land; or
iv. environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion l{a) does not modify or limit the coverage provided under Covered Risk 5.
b.Any governmental police power. This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Fublic Records at Date of Policy, but known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claman! prior to the date the Insured Claimant became an Insured under this policy;
c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or
e. resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the ntle.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the ntle as shown in Schedule A, is
a. a fraudulent conveyance or fraudulent transfer; or
b. a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will aJso include the following Exceptions from Coverage:

EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or darrage (and the Company will not pay costs, attorneys' fees or expenses) that aise by reason of:

2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land.

3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.

4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the ntle that would be disclosed by an accurate and complete land survey of the Land and not shown by the Fublic Records.

6. Any lien or right to a lien for services, labor or material not shown by the public records.

ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (07-26-10)

EXCLUSIONS FROM COVERAGE
First American Title Insurance Company
4837-9612-6925.4

SCLA-56598\2322245.1 31

,7190436Ā-6:25782Ā/,)Ā* #-!',.Ȁ+ *#Ȁ#.(.Ȁ(%%&Ȁ'&!+*+&.$$"' Order Number: NCS-1082333-CC
Page Number: 17
The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. a. Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to
i. the occupancy, use, or enjoyment of the Land;
ii. the character, dimensions, or location of any improvement erected on the Land; iii. the subdivision of land; or
iv. environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion l(a) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. b. Any governmental police power. This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;
c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 28); or e. resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage.

4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated.

6. Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11.

7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy. This Exclusion does not modify or limit the coverage provided in Covered Risk ll(b) or 25.

8. The failure of the residential structure, or any portion of it, to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6.

9. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is
a. a fraudulent conveyance or fraudulent transfer, or
b. a preferentia l transfer for any reason not stated in Covered Risk 27(b) of this policy.

First American Title Insurance Company
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1310 Agenda Date: 1/25/2022

REPORT TO COUNCIL

SUBJECT
Action on Confirmation No. 0236 Under the NCPA Support Service Program Agreement (Confirmation) to Authorize CLEAResult Consulting, Inc. to Provide Home Electrification Assessments and Electric Vehicle (EV) Charging Infrastructure Technical Assistance Services for Silicon Valley Power Through Northern California Power Agency’s (NCPA) Multi-Task Consulting Services Agreement

COUNCIL PILLARS
Promote Sustainability and Environmental Protection
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Silicon Valley Power (SVP) provides energy efficiency programs and customer services in accordance with California Public Utilities Code (PUC) Section 385 covering Public Benefits Charge, and with the City’s Public Benefits Program Policy Statement adopted by Council on May 12, 1998.

State law requires that the utility charge a non-bypassable usage charge in order to fund cost- effective energy efficiency services and other activities.

Using these funds, staff has developed a wide range of cost-effective energy efficiency and electrification programs for customers. SVP also participates in the California Air Resources Board Low Carbon Fuel Standards Program (LCFS) and receives funding to support electric vehicle (EV) charging infrastructure within the city.

Through customer outreach, SVP has recognized that for many customers, and particularly for existing multi-family residential communities, that the technical requirements and project management to install EV charging infrastructure and other electrification technology is a barrier.

The City of Santa Clara along with several municipal electric utilities in Northern California is a member agency of the Northern California Power Agency (NCPA), a California Joint Action Agency.

NCPA is a consortium of locally owned electric utilities to make joint investments in energy resources that would ensure an affordable, reliable, and clean supply of electricity for customers in its member communities.

Where needs of customers are a common experience across multiple utilities, the Northern California Power Agency (NCPA) periodically issues Requests for Proposals (RFP) for a variety of services on behalf of its member utilities including SVP. Pursuant to City Code Section 2.105.290(b)(3), the City may enter into contracts for direct purchases from vendors on terms obtained pursuant to formal bidding processes that name the City either specifically or categorically as a third party beneficiary of the bidding process or in the case where the vendor agrees to extend such participation to the City.

City of Santa Clara Printed on 1/20/2022Page 1 of 3
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22-1310 Agenda Date: 1/25/2022

DISCUSSION
In August 2020, NCPA, on behalf of its members, issued an RFP for Third-Party Electrification Education and Outreach Services. Program providers were asked to design programs that would serve each participating utility’s customer demographics and supplement existing electrification programs. CLEAResult Consulting, Inc. (CLEAResult) was one of the third-party vendors awarded to provide consulting services to NCPA members. NCPA executed a Multi Task Consulting Services Agreement with CLEAResult Consulting. Participating Members such as SVP use these services by executing a Confirmation with NCPA.

The proposed Electrification Home Assessment Program will serve residential customers and provide virtual or in-person home assessments to identify electrification opportunities. CLEAResult will conduct electrification assessments to collect information about the customer’s heating, cooling, hot water, and cooking appliances in order to evaluate and identify electrification measures, the estimated costs of those measures to implement and available SVP rebates and incentives for which the customer can apply. Participating residential customers will receive a home electrification assessment report that identifies electrification opportunities.

In addition, CLEAResult’s proposed EV charging infrastructure technical assistance program will target multi-family and small to medium commercial customers. CLEAResult will provide end-to-end support for customers to install EV charging infrastructure at their home or business. EV charging infrastructure technical assistance includes marketing of the program, outreach & education such as current rebate opportunities, customer site assessment and installation support. This program is designed to assist those customers that request a turn-key solution to see EV projects through from start to finalization.

Participation in these programs are complimentary for SVP customers.

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

FISCAL IMPACT
This funding comes from restricted LCFS and Public Benefit funds, and does not impact customers’ rates or the General Fund. This technical support services meets the LCFS program mandated requirements for funds to be used to install EV charging infrastructure throughout the Santa Clara community.

The total cost of the Confirmation with NCPA will not exceed $422,368. Funding for this contract was included in the Electric Department’s Electric Operating Grant Trust Fund Budget for FY 2021/22 and 2022/23.

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

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

RECOMMENDATION

1. Authorize the City Manager to execute Confirmation No. 0236 Under the NCPA Support Service Program Agreement (Confirmation) to authorize CLEAResult Consulting, Inc. to provide home electrification assessments and electric vehicle (EV) charging infrastructure technical assistance services for Silicon Valley Power through Northern California Power Agency’s (NCPA) Multi-Task Consulting Services Agreement;

2. Authorize the City Manager to increase maximum compensation during the term of the Multi-Task Consulting Services Agreement if the demand for services exceeds the maximum compensation, subject to the appropriation of funds; and

3. Authorize the City Manager to extend the term of the Confirmation subject to the extension of the underlying agreement with NCPA.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Deanna J. Santana, City Manager

ATTACHMENTS

1. Confirmation No. 0236 Under the NCPA Support Services Program Agreement City of Santa Clara Printed on 1/20/2022Page 3 of 3
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CONFIRMATION UNDER THE NCPA SUPPORT SERVICES PROGRAM

AGREEMENT

1. This is a Confirmation pursuant to the Support Services Program Agreement and subject to the terms and conditions of that agreement, except as expressly provided in this Confirmation. All capitalized terms have the meaning given to them in the Support Services Program Agreement.

2. The Participating Member for this Confirmation is the CITY OF SANTA CLARA in the amount of not-to-exceed $417,723.00 for the CLEAResult Consulting Inc. services described in paragraph 3.

3. The Participating Member requests the following described Support Services in the dollar amount specified. NCPA agrees to provide the following Support Services to the Participating Member through its Multi-Task Consulting Services Agreement with CLEAResult Consulting Inc. dated December 18, 2020.

CLEAResult Consulting Inc. shall provide electric vehicle charging infrastructure technical assistance, electrification education, and electrification assessment services, as more specifically described in CLEAResult's Statement of Work for Services to Silicon Valley Power, dated for reference 11/02/2021, copy attached. The services are estimated to begin in December 2021 or soon thereafter and continue as requested through no later than December 17, 2023.

4. The Participating Member executing this Confirmation agrees to pay for the Support Services in the not-to-exceed amount specified in paragraph 2 above; plus, the Administrative Cost of not-to-exceed $4,645.00 (calculated at $685.00 to develop the Confirmation and first month of administration plus $165.00 per month for each additional month administrative costs are actually incurred), in accordance with the provisions of the Support Services Program Agreement. The total amount expended under this Confirmation will not exceed $422,368.00.

5. A Security Account deposit is not required for this Confirmation.

Date: _________ _
Participating Member:

CITY OF SANTA CLARA
By its Designated Representatives:

Deanna J. Santana, City Manager
And
Caio Arellano, Assistant City Attorney
ES-AGY-2016-001
Date: _________ _

NORTHERN CALIFORNIA POWER AGENCY
Randy S. Howard, General Manager
Cary A. Padgett, Assistant Secretary to Commission
Approved as to form:

Jane E. Luckhardt, NCPA General Counsel
Confirmation No. 0236
CLEAResult ®

STATEMENT OF WORK FOR SERVICES TO SILICON VALLEY POWER

1. Master Agreement. THIS STATEMENT OF WORK FOR SERVICES TO SILICON VALLEY POWER (this "SOW') is pursuant to the terms and conditions of that certain Multi-Task Consulting Services Agreement between the Northern California Power Agency ("NCPA") and CLEAResult Consulting Inc. ("CLEAResult") (collectively, the "Parties"), dated December 18, 2020 (the "Agreement"). Capitalized terms not defined in this SOW are as defined in the Agreement.

2. General Scope. As required in the Agreement, this SOW defines the Services. The Parties intend for CLEAResult to perform electric vehicle ("EV") infrastructure technical assistance and electrification education electrification assessment services for Silicon Valley Power, a member of NCPA ("SVP"). The Parties acknowledge and agree that there are no installation services included under this SOW and that no work is allowed under this SOW that would qualify as a "public works project" under the California Public Contract Code.

3. Term. The term of this SOW is from the acceptance by CLEAResult of a purchase order issued by NCPA ("Purchase Order'') (the "Effective Date") through December 17, 2023.

4. Budget. This budget for this SOW is not-to-exceed ("NTE") of $417,723. The tables below provide the estimated budget per task based on the time and materials rates. As requested or approved by SVP in writing (email is sufficient), CLEAResult may shift budget between tasks to meet the needs of SVP and SVP's customers.

Table 1. EV Ch f arqinq In rastructure T echnica IA . ss1stance Task No. Task Name Budget

1.1 Strategy & Program Management $34,347

1.2 Marketing, Outreach & Education $38,671

1.3 EV Site Assessments $163,415

1.4 Vendor & Trade Ally Management $17,438

1.5 Installation Support $57,657

1.6 OPTIONAL : EV Charging Project Portal $63,945
NTE Total $375,473
Table 2. Electrification Education - Electrification Assessments Task No. Task Name Budget

2.1 Program Management $14,850

2.2 Up to 100 Home Electrification Assessments $27,400
NTE Total $42,250
a. Billing Rates. This SOW is based upon a combination of fixed-price and time and materials charges and CLEAResult will bill for completed fixed-price activities, authorized hourly services and expenses monthly. Hourly billing increments will be by the quarter hour. For example, only, Services of 15 minutes of time or fewer will be billed as 15 minutes, 16 to 30 minutes will be billed as 30 minutes, etc. Annually on each anniversary of the Purchase Order date, the rates will increase by 3%. The following customer definitions are applicable to Table 3 below only. i. Small multifamily customer-A multifamily property where 1 electrical meter (e.g. the "house" meter) is evaluated for EV charging installation
ii. Medium multifamily customer - A multifamily property where 2-3 electrical meters are evaluated for EV charging installation
iii. Large multifamily customer:

A. A multifamily property where 4 or more electrical meters are evaluated for EV charging, or © CLEAResult. All rights reserved.
(Rev. 11/02/2021)

Page 1 of 4 ends

5. a.
b.

C.
d.

6. 8. Any multifamily property with more than 50 dwelling units iv. Small business customer - Any non-multifamily, business customer whose maximum annual electric demand is <= 200 kW
v. Large business customer -Any non-multifamily, business whose maximum annual electric demand is >200 kW
T bl 3 EV Ch a e arama n ras rue ure ec rnca ss1s ance If t t T h . IA. t Activity Client Fee

1.3. EV Site Assessment - Small multifamily customer $2,100

1.3. EV Site Assessment - Medium multifamily customer $2,750

1.3. EV Site Assessment - Large multifamily customer (a) $4,000

1.3. EV Site Assessment - Large multifamily customer (b) $3,750

1.3. EV Site Assessment - Small business customer $2,300

1.3. EV Site Assessment - Large business customer $3,750

1.6. OPTIONAL: EV Charging Project Portal - Launch (one-time fee) $15,000

1.6. OPTIONAL: EV Charging Project Portal - Monthly License & Support $2,000 Table 4. Electrification Education - Electrification Assessments Activity Client Fee

2.2. Home Electrification Survey - In-Person* $350

2.2. Home Electrification Survey - Virtual $250
* CLEAResult must follow all county health guidelines and directives for in-person services.

Table 5. Time and Materials Rates
Title Hourly Rate
Director $201
Sr. Manager $165
Manaaer $131
Program Analyst $100
Account Manaqer $118
Sr. Energy Advisor $96
Enerav Advisor $76
Sr. Engineer $177
Enaineer $136
Sr. Designer $116
Incentive Processor $57
Contact Center Representative $45
Estimated Direct Expenses
Marketing Email, Digital, Printing (billed at cost) $5,000 Payment. NCPA will make payment in accordance with the terms of the Agreement.

Client Obligations. SPV will provide to CLEAResult the following:

Review and approval of program documents and marketing collateral Customer account information for program marketing and outreach Electricity consumption data for customers participating in the program Customer
Copay
$0
$0
$0
$250
$0
$250
N/A
N/A
Customer
Copay
$50
$50
Upon request, consultation with principal estimator on EV projects with likely distribution upgrade needs Tasks . CLEAResult shall perform the following :

1. 1 Strategy &
Program
Management

1.2 Marketing,
Outreach &
Education
a. Host kickoff meeting with SVP to review workplan
b. Prepare program strategy document detailing target audience, goals, and marking and delivery approach ("Strategy Plan") c. Prepare program documents, including as necessary application, participation and data sharing agreement, and report template d. Prepare initial marketing collateral in accordance with SVP's brand guidelines ("Marketing Collateral"). All collateral developed for the program belongs to Silicon Valley Power.
e. Provide content calendar, approved outreach language, graphics and all design files to SVP
f. Launch program, deploying customer-facing application and marketing
g. Provide monthly progress reports to SVP
h. Meet monthly, or less frequently if SVP prefers, to review progress and resolve any issues
a. Execute program strategy according to Strategy Plan
b. Maintain and Enhance Marketing Collateral
c. Host customer webinars for prospective participants in the program to educate customers about the benefits of installing EV charging and the customer services provided by the program. d. Conduct direct phone, email, and in-person outreach to educate and enroll eligible SVP customers
For each site assessment:
a. Conduct pre-assessment meeting with eligible SVP customer to learn about their property, any objectives they have for an EV charging project, and schedule the site assessment
b. Prepare for assessment by gathering and reviewing remotely accessible data, which may include aerial photos, customer electricity consumption data, utility distribution infrastructure capacity, and digitized single line drawings
c. Conduct an onsite or virtual site assessment, as determined by 1 _3 EV Site customer preference, and collect information about the location, Assessments dimensions, and capacity of parking and electrical infrastructure

1.4 Vendor &
Trade Ally
Management
d. Analyze data collected and prepare one or more EV charging solutions for the customer that describe the scope for EV charging and supporting infrastructure, including available incentives e. Consult with SVP engineering team for input on projects that appear to require a transformer upgrade
f. Provide report to SVP and make required revisions as requested by SVP before delivering to the customer.
g. Provide report to customer and host an online meeting with the customer to review the report and determine next steps for them to select a solution and move forward with installation
a. Solicit applications from local electrical contractors, screen the applications and develop a qualified installer ("Trade Ally") list b. Monitor customer satisfaction with Trade Allies and address any performance issues by Trade Ally training or disciplinary action, which may include removal from the Trade Ally list
c. Either utilize an existing electric vehicle supply equipment (EVSE) qualified product list (QPL) or develop a new qualified list through a request for qualifications that is specific to SVP's needs d. Monitor the EVSE and update annually
Due Date
Program launch 90
days after Effective
Date, then ongoing
Ongoing after
program launch, with
marketing concluded
six (6) months prior
to projected program
end
Ongoing, with
customer solutions
delivered within 30
days of site
assessment
Initial lists developed
within 30 days of
program launch
CLEAResult • Page 3 of 4 © CLEAResult. All rights reserved . a.
b.

1.5 Installation
Support d.
e.
a.
b.

1.6 OPTIONAL:

EV Charging d.

Project Portal e.
f.
g.

Provide customer list of Trade Allies (defined below) to perform installation
Assist customers with the process of requesting and reviewing bids from Trade Allies or customers own identified contractors Review design documents when requested by customer to confirm alignment with scope and identify potential issues and make cost saving recommendations
Engage with the customer and selected installation contractor as needed throughout installation to address questions and troubleshoot installation or permitting issues
Upon completion, verify proper charger installation and commissioning of the chargers and evaluate customer satisfact ion with the project
Configure a customer portal (the "Portal") with SVP branding, participation agreement, and integration of eligible customer data Launch and host the Portal at svp-ev.clearesult.com
Review customer applications received through the Portal and auto-validate customer eligibility against SVP list
Grant customers access to the portal
Provide project reports to customers through the Portal for review and document commitment
Track and report on customer's project activity
Provide SVP access to the portal to review project reports and track customer progress
Ongoing after
program launch
Launch 90 days after
written request from
SVP, then ongoing
b. Task 2: Electrification Education - Electrification Assessments Task Description Due Date
a. Prepare program documents, including as necessary application , participation and data sharing agreement, and report template b. Provide monthly progress reports Program launch 90 2.1 Program C. Meet with SVP as needed to review progress and resolve any Management issues days after Effective
d. Respond to customer pre- or post-assessment questions (up to 30 Date minutes per customer, then SVP email approval required to continue)
For each site assessment:
a. Collect and review customer utility usage data
b. Discuss and document the customer objectives, such as emission reductions, cost savings, indoor air quality or others Ongoing, with

2.2 Home C. Conduct an onsite* or virtual electrification assessment, as customer reports Electrification determined by customer preference, to collect information about delivered within 14 Assessments the customer heating, cooling, hot water, and cooking appliances days of site d. Evaluate customer data to identify electrification measures, assessment estimate costs, and identify any available incentives
e. Deliver home electrification assessment report to customer that identifies electrification opportunities
* CLEAResult will follow all apphcable federal, state, and local health guidelines regarding in-person events.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1754 Agenda Date: 1/25/2022

REPORT TO COUNCIL

SUBJECT
Action on the Approval of an Agreement for Services with Homebase and Establishment of the Homelessness Taskforce

COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development

BACKGROUND
At the November 16th, 2021 Council meeting, the City Council directed staff to form an Ad Hoc Homelessness Taskforce and to engage Homebase as the Taskforce facilitator.

The intended purpose for a City Taskforce on Homelessness is to allow community residents and stakeholders to come together in the near-term to identify and recommend potential strategies the City may wish to pursue to address the needs of Santa Clara’s unhoused population. Membership would be informal so that a wide variety of people might participate and brainstorm possible approaches. The Taskforce structure and limited duration would allow more frequent meetings over the near-term as part of a focused effort.

Homebase Assistance
To support city implementation activities aligned with the county-wide Community Plan to End Homelessness, the County of Santa Clara Office of Supportive Housing has offered cities up to 10 hours of technical assistance from Homebase, the County's contractor that supported development and implementation of the county-wide plan. Homebase is a nationally recognized expert on homelessness and a skilled technical assistance provider, based in San Francisco, CA. Homebase is a mission-driven nonprofit organization known for their ability to successfully build community capacity to end homelessness and to foster thriving, inclusive communities. As technical assistance providers in Santa Clara County, Homebase is deeply familiar with the County and facilitated the development of the Community Plan to End Homelessness while working with individual cities in the County, including the City of Santa Clara, on alignment with plan goals and implementation.

The proposed scope of work with Homebase includes the following:

1. Facilitate monthly Homelessness Taskforce meetings

2. Plan and prepare meeting agendas and relevant materials

3. Provide Community Education and Engagement

4. Identify Draft Goals, Policies, Programs and Quantified Objectives

5. Conclude Taskforce and prepare a Draft City Plan to End Homelessness

DISCUSSION
Community engagement is an integral part of the City’s Homelessness strategy and important to produce viable solutions that are supported by the community and various stakeholders in Santa City of Santa Clara Printed on 1/20/2022Page 1 of 5
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Clara. The intended purpose for a City Taskforce on Homelessness is to allow community residents and stakeholders to come together in the near-term to identify and recommend potential strategies that the City may wish to pursue to address the needs of Santa Clara’s unhoused population. Staff is recommending that the Homelessness Taskforce be advisory and non-voting, and be time limited to six months ending no later than November 31, 2022. This structure will provide more flexibility in the near-term for the formation and conduct of the Taskforce. The Homelessness Taskforce meetings will be publicly noticed and open to the public.

In partnership with Homebase, the end goal of the Homelessness Taskforce will be to advise on the production of a City Plan to End Homelessness (Plan) over a 6-12-month process. The Taskforce will serve a near-term objective and delay the formation of the City’s Housing Commission until after the completion of the Taskforce work. The Taskforce will serve only a limited or single purpose, is not perpetual, and will be dissolved when this specific task is completed, thus, the Task Force is not subject to Brown Act requirements. When the Plan is completed, the Housing Commission will be formed and assume ongoing jurisdiction over these issues and will then be subject to the Brown Act.

Task Force outreach meetings will be open to the public.

Homebase proposes to work with the City of Santa Clara to convene a Housing Taskforce to advise on the preparation of a City Plan to End Homelessness, grounded in evidence-based practices, lessons learned, and input from members of the community including but not limited to unhoused residents, service providers, and community members at large. The Plan will be developed through an inclusive, community-based planning process with an equity lens that aligns with the Santa Clara County Community Plan to End Homelessness and addresses the unique challenges and opportunities of the City.

The proposed scope of work with Homebase would include the following three phases.

Phase I: Homelessness Taskforce Facilitation
Homebase will support the development of the Homelessness Taskforce, including a Kick-Off meeting and subsequent monthly meetings. The Homelessness Taskforce will advise the strategic planning process with facilitative support from the Homebase team. It is essential for the Taskforce to consist of stakeholders with a range of perspectives and experience, which may include unhoused individuals or members of the community with lived experience of homelessness, individuals with experience providing services to the unhoused, and other stakeholders identified by the City.

Since the study session, staff has reviewed the initial proposal, reviewed the Council perspectives, and coordinated with local subject matter experts to identify a list of specific candidates for the Taskforce for Council approval.

A. Taskforce Composition
City staff recommends that the Taskforce comprise of representatives from the following stakeholders:
· Destination Home (1)
· Bill Wilson Center (1)
· Abode Services (1)
· HomeFirst (1)
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· Santa Clara County Office of Supportive Housing (1)
· Community Representatives (7)
Staff recommends that Homebase appoint the Community Representatives and use best efforts to attain a representative from each of the six Santa Clara Council districts and one at-large member of the City. Homebase appointments shall reflect a diverse range of experiences, knowledge, expertise, and representation balancing between people with lived experiences, business owners, renters, and homeowners. Staff encourages Council to refer potential Community Representatives to Homebase.

The Taskforce is envisioned to comprise of 5 stakeholder members and 7 Community Representatives, for a total of 12 members.

B. Homebase Facilitation
Homebase will attend and facilitate monthly meetings via a virtual platform with logistical and subject matter support from City Staff. Staff will also help the taskforce understand capacity and resource constraints to ensure the group is moving towards feasible and achievable solutions. A Kick-Off meeting, open to the public, will be held to introduce members, to develop a shared vision and goals for the project, and to communicate clear limits on staff, resource, and consultant capacity. At that time, the Homebase team will present existing materials such as the County strategic plan and the implementation outline to bring all members up to speed on plan development. During the initial phases of this project, the Taskforce will be a forum for discussion of persistent challenges and emerging opportunities for critical investment. The Taskforce will also review and approve Homebase’s Planning Process and Stakeholder Engagement Plan to establish a guiding vision and goals for the planning process and advise on the development of the Plan.

In preparation for Homelessness Taskforce meetings, the Homebase team will develop all agendas, announcements, and meeting materials and will coordinate with City staff to ensure they are posted on the City website for the public. The meeting schedule will be determined by Homebase. Meeting preparation may require research on topics of interest to the Taskforce as they develop strategies and policy solutions, information on established and emerging best practices, and successful strategies employed by other communities. Homebase will serve as a neutral facilitator, providing information and support as needed while enabling robust discussion among stakeholders on the Taskforce.

Phase II: Community Education and Engagement
Homebase will gather information and data to develop a baseline understanding of the City of Santa Clara’s strengths, needs, and gaps in relation to homelessness. Homebase will carry out an environmental scan that identifies existing housing and homelessness needs and constraints in the City as well as existing policies and programs that reduce and prevent homelessness and meet the housing needs of the future unhoused or near-unhoused. This assessment will consider both the need for new programs as well as improvements to the operation of existing housing and services.

Homebase will review and analyze initiatives underway in the city, county, and region (including the implementation of the Santa Clara County Community Plan to End Homelessness) to ensure that the City’s plan is informed by and aligned with the work that has already begun. Homebase will facilitate a comprehensive community engagement process that ensures that planning and recommendation development is based on concrete information about local needs and resources.

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22-1754 Agenda Date: 1/25/2022
Community Kick-Off Event and Planning Workshop
Homebase proposes to initiate community engagement with a community kick-off event and workshop. This event would be an open (most likely virtual) meeting aimed at achieving early engagement and buy-in from key stakeholders, and the session would be scheduled to ensure broad participation and attendance. The event will be organized with the goal of inviting everyone with any interest in contributing to the planning process, including City officials and staff, housing and service providers, representatives from schools, law enforcement, healthcare and other adjacent systems, business and community leaders, unhoused residents and individuals with lived experience of homelessness, and community members at-large. This event will be structured to both build community-wide support for the planning process and gather initial information to guide planning. As such, meeting participants will receive information about homelessness in the City and general information on best practices and will have the opportunity to provide early feedback about needs, gaps, and existing service system performance.

Phase III: Goals, Policies, Programs, and Quantified Objectives Homebase will analyze the information gathered during the environmental scan and stakeholder engagement processes to develop a set of findings and recommendations that identify goals, policies, programs, and quantified objectives to include in the City Plan to End Homelessness to ensure an effective response to the housing and homelessness needs and constraints in Santa Clara. Homebase will compile a draft of these findings and recommendations and seek input from the Homelessness Taskforce on the potential mission, goals, objectives, and strategies to guide the City in addressing homelessness.

The Homebase team will work with the Homelessness Taskforce to identify how each priority area for action and related goals, objectives, and strategy recommendations align with strategies and goals outlined in the Santa Clara County Plan. Identified goals and strategies will support County and regional efforts without duplication in order to support a collective impact on homelessness.

Based on the environmental scan, input from community stakeholders, City staff, and the Homelessness Taskforce, and identified goals, policies, programs, and objectives, the Homebase team will develop a draft strategic plan. The Plan draft will include:
· Information from the environmental scan and community engagement activities, identifying strengths, unmet needs, and opportunities;
· Priority areas for action, as defined by the Housing Taskforce and other stakeholders; · Goals, objectives, and recommendations for each priority area of action; · Identification of City actions that support County and regional efforts without duplication; and · Support for implementation
A draft document will be provided to City staff and the Homelessness Taskforce at a concluding Taskforce meeting, along with a summary document outlining key elements of the Plan. This summary document will be a clear, concise outline of the Plan that can be used to share information about the draft Plan with community stakeholders. City staff will review and refine the plan before presenting it to the City Council by late 2022. Ultimately, the Draft City Plan to End Homelessness may result in additional programmatic recommendations to Council for services that may require additional funding. The City Council will consider the plan and decide how to allocate funding and staff time toward plan implementation.

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ENVIRONMENTAL REVIEW
This is an information report only and no action is being taken by the City Council and no environmental review under the California Environmental Quality Act (“CEQA”) is required at this time.

FISCAL IMPACT
The cost of the Agreement for Services with Homebase is $75,000. On December 14th, 2021, as part of the FY 2020/21 Year-End Budget Report (RTC 21-930), the Council appropriated $75,000 to fund the City’s Homelessness Taskforce from the General Fund. No additional budget action is required.

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

RECOMMENDATION
Approve the Agreement for Services with Homebase in an amount not to exceed $75,000 and Establish the Homelessness Taskforce to support the preparation of the City Plan to End Homelessness.

Reviewed by: Andrew Crabtree, Community Development Director Approved by: Deanna J. Santana, City Manager

ATTACHMENTS

1. Homebase Facilitation Proposal

2. Agreement for Services with Homebase
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870 Market Street | Suite 1228 | San Francisco, CA 94102 Ph: 415.788.7961 | fax: 415.788.7965 | www.homebaseccc.org Homebas e Proposal
For Develop
ment of a Draft City Plan to End Homelessness
Prepared for the City of Santa Clara
November 1, 2021
~ Homebase

ADVANCING SOLUTIONS TO HOMELESSNESS

Jonathan Veach
Division Manager
Community Development Department
Housing & Community Services Division
1500 Warburton Ave.

Santa Clara, CA 95050

Dear Jonathan Veach,

On behalf of Homebase, I am pleased to submit the following proposal in response to the City of Santa Clara’s request for proposals for the administration of a City Plan to End Homelessness.

Homebase is a mission-driven nonprofit organization based in San Francisco, CA. For more than 30 years, we have supported communities to develop, implement, and improve programs and systems to prevent and end homelessness. In the attached proposal, we describe our qualifications and proposed approach to successfully carry out this work. Our team facilitated the development of the Santa Clara County Plan to End Homelessness, and we continue to support its implementation. We will build upon that work in Santa Clara to develop a City Plan that aligns with the strategies and goals outlined in the County Plan.

At Homebase, we offer a flexible approach that is tailored to meet the goals of the community and that draws from our extensive experience facilitating community-driven strategic planning processes. We have proposed a team of highly skilled individuals with experience providing a range of support to homeless service systems around the country.

We appreciate your consideration of our proposal. Additional information about Homebase is available at https://www.homebaseccc.org. If you have any questions or would like to discuss this proposal in further detail, please contact Bridget Kurtt DeJong at [email protected].

Best regards,

Nikka Rapkin, Executive Director
Homebase
~ Homebase

ADVANCING SOLUTIONS TO HOMELESSNESS
Santa Clara City Plan to End Homelessness
Homebase Proposal November 1, 2021

TABLE OF CONTENT S
Executive Summary 1
About Homebase 1
Proposed Team 3
Scope of Work 4
Proposed Timeline and Budget 9
Contact Information 9
~ Homebase

ADVANCING SOLUTIONS TO HOMELESSNESS
Santa Clara City Plan to End Homelessness
Homebase Proposal November 1, 2021

EXECUTIVE SUMMARY
Homebase proposes to work with the City of Santa Clara to convene a Housing Taskforce in order to prepare a City Plan to End Homelessness, grounded in evidence- based practices, lessons learned, and input from members of the community including but not limited to unhoused residents, service providers, and community members at- large. The plan will be developed through an inclusive, community-based planning process with an equity lens that aligns with the Santa Clara County Community Plan to End Homelessness and addresses the unique challenges and opportunities of the City.

Based on staff and community engagement, our team will identify goals, policies, programs, and quantified objectives to include in the City Plan to End Homelessness to ensure an effective response to the housing and homelessness needs and constraints in Santa Clara.

As technical assistance providers in Santa Clara County, we are deeply familiar with the region. Our proposed team includes staff who facilitated the development of the Community Plan to End Homelessness and who are working with individual cities in the County, including Santa Clara, on alignment with plan goals and implementation. We will develop a tailored roadmap that is based on Santa Clara’s local needs and strategies that work to reduce homelessness within a regional context.

Homebase proposes a process that is equitable, inclusive, and responsive. Our team will utilize an approach tailored to the specific needs and priorities of the City and informed by experience conducting successful planning processes.

ABOUT HOMEBASE
Homebase/The Center for Common Concerns is a nationally recognized expert on homelessness and a skilled technical assistance provider based in San Francisco, CA.

We are a mission-driven nonprofit organization known for our ability to successfully build community capacity to end homelessness and to foster thriving, inclusive communities.

We have more than 30 years of experience providing high-quality services and support to communities in California and throughout the nation. Our technical assistance is concrete and outcome-oriented and focuses on both system and program-level capacity building and performance improvement. Our portfolio of services ranges from targeted guidance regarding compliance with federal Continuum of Care (CoC) requirements and implementation of best practices, to broader change management, including facilitation 1 ~ Homebase

ADVANCING SOLUTIONS TO HOMELESSNESS
Santa Clara City Plan to End Homelessness
Homebase Proposal November 1, 2021

of system redesign efforts aimed at improving outcomes and ensuring strategic allocation of resources.

We provide community-based strategic planning facilitation; partnership development to enhance cross-sector and cross-agency collaboration; assistance in the design and operation of a wide range of homeless housing and services; support and training in implementing best practice housing and service design; and advanced data collection, visualization, and analysis to guide planning and policy/program development. In all of our work, we tailor our services to offer customized solutions responsive to each community’s particular needs, foster sustained performance over the long term, and build system and program capacity to end homelessness.

Homebase works on the national and state levels on homelessness policy, program design, and funding allocations, and at the local level, assisting communities to develop effective systems and programs to prevent and end homelessness. We combine national presence and leadership on homelessness and affordable housing issues with deep local connections that enable us to remain grounded in the needs, concerns, and priorities of communities. Together, these assets have made us effective, able to translate policy, priorities, and regulations to communities in a way that fosters understanding and empowerment and builds compliance and improved performance.

A key area of focus for Homebase is assisting communities and agencies with the development of strategic plans. Homebase has facilitated numerous planning processes that have engaged local, county, and state departments and supports the implementation of many of these plans. Our experience includes:
• Dozens of community-wide strategic planning processes to address homelessness at city, county, and regional levels;
• Action and implementation plans to facilitate local stakeholders in collective impact approaches across systems and sectors;
• Plans to end youth homelessness, chronic homelessness, and homelessness among veterans / service members and their families;
• Over 30 plans to integrate health, housing, and homeless systems; and • Numerous agency-specific strategic plans.

Each planning process relies on the engagement of a wide range of stakeholders and involves numerous cross-sector and cross-department stakeholders. Our staff are skilled at facilitating conversations on priorities and needs and building consensus and enthusiasm for implementation with diverse stakeholders. 2 ~ Homebase

ADVANCING SOLUTIONS TO HOMELESSNESS
Santa Clara City Plan to End Homelessness
Homebase Proposal November 1, 2021

We are flexible in our approach in order to be responsive to evolving conditions and guidance from public health authorities during the ongoing COVID-19 pandemic. We will work with the City to determine whether in-person or virtual activities are preferred, and to create a safe environment if in-person activities will be taking place.

Homebase has developed strategies to ensure that virtual community engagement (including interviews, focus groups, workshops, and meetings) is inclusive of people with varying degrees of access, comfort, and facility with technology. In addition to addressing health concerns, our aim for well-structured virtual engagement is to increase participation by avoiding participant travel. Our team will work with City staff and Housing Taskforce members to ensure that logistics and outreach are conducted in a way that will support robust community engagement in the process.

PROPOSED TEAM
We propose a highly qualified team of housing and homelessness experts with diverse skillsets and experience facilitating strategic planning processes. Our proposed staff for this project make up a talented Project Team, skilled in conducting needs assessments, strategy and recommendation development, and planning; with local experience, cross- sector expertise, and knowledge of best practices and innovative strategies to sustainably and equitably address homelessness.

Project Lead:

Jessie Hewins, Directing Attorney
Our Project Team Lead for this project will be the contract manager and primary point-of contact for the City, ensuring that the work plan is carried out and all deadlines achieved. She will provide day-to-day management and oversight for the project team and will ensure quality control for all activities and deliverables. Jessie leads and provides technical assistance, oversight, and support for one of Homebase’s local teams, working in numerous communities in California and across the country, including in Santa Clara County where she championed the creation and growth of the Lived Experience Advisory Board and facilitated the development and ongoing implementation of the Community Plan to End Homelessness.

Project Staff:

Monica Porter, Senior Staff Attorney
Nikole Joseph Thomas, Policy Analyst II
Joy Balinbin, Policy Analyst
3 ~ Homebase

ADVANCING SOLUTIONS TO HOMELESSNESS
Santa Clara City Plan to End Homelessness
Homebase Proposal November 1, 2021

Our Project Staff will conduct all activities and develop all deliverables necessary for successful completion of this project, including conducting the environmental scan and review of current programs, services, and resources; facilitation and documentation of community engagement activities and meetings (i.e., focus groups, community workshops, interviews, and surveys); development of recommendations and reports; and presentation of findings, recommendations, and strategies. The members of this team are experienced technical assistance providers and facilitators who have worked with Santa Clara County and cities within the county. Proposed staff supported the development of the County Plan to End Homelessness and have worked with cities in the county to align strategies with the County Plan.

Project Support:

Tania Morales, Project Coordinator
Our Project Support team member will support meeting logistics and facilitation as well as drafting of documents and materials. As Project Coordinator at Homebase, Tania assists with scheduling and coordination of community and stakeholder meetings, assists with meeting logistics, manages community listservs and contact information, coordinates outreach and communications for events and meetings, supports development of written materials and provides support for projects as needed.

SCOPE OF WORK
Based on our experience and our understanding of the City of Santa Clara’s goals and priorities for this project, we propose the following scope of work. We are happy to adjust as needed to meet your goals, budget, and desired timeline.

Phase I: Housing T ask Force Facilitation
Facilitate Monthly Housing Task Force Meetings Month 1, Ongoing In our experience with strategic planning, Homebase has found that the engagement of a steering committee has been key to the overall success of the planning process, resulting in shared strategies across departments and stakeholder groups city-wide. In this case, Homebase will support the development of the Housing Taskforce, including a Kick-Off meeting and subsequent monthly meetings. The Housing Taskforce will oversee and advance the strategic planning process with facilitative support from the Homebase team. It is essential for the Taskforce to consist of stakeholders with a range of perspectives and experience, which may include City officials and staff, unhoused individuals or members of the community with lived experience of homelessness, and other stakeholders identified by the City.
4 ~ Homebase

ADVANCING SOLUTIONS TO HOMELESSNESS
Santa Clara City Plan to End Homelessness
Homebase Proposal November 1, 2021

Homebase will attend and facilitate monthly meetings via a virtual platform. A Kick-Off meeting will be held to introduce members and develop a shared vision and goals for the project. At that time, the Homebase team will present existing materials such as the County strategic plan and the implementation outline to bring all members up to speed on plan development. During the initial phases of this project, the Taskforce will be a forum for discussion of persistent challenges and emerging opportunities for critical investment. The Taskforce will also review and approve Homebase’s Planning Process and Stakeholder Engagement Plan to establish a guiding vision and goals for the planning process and subsequent Plan development.

Plan and Prepare Meeting Agendas and Relevant Materials Month 1, Ongoing In preparation for Housing Taskforce meetings, the Homebase team will develop all agendas, announcements, and meeting materials. This may require research on topics of interest to the Taskforce as they develop strategies and policy solutions, information on established and emerging best practices, and successful strategies in place in other communities. Homebase will serve as a neutral facilitator, providing information and support as needed while enabling robust discussion among stakeholders on the Taskforce.

Phase II: Community Education and Engagement
Conduct Environmental Scan Months 1-2
Homebase will gather information and data to develop a baseline understanding of the City of Santa Clara’s strengths, needs, and gaps in relation to homelessness.

Homebase will carry out an environmental scan that identifies existing housing and homelessness needs and constraints in the City as well as existing policies and programs that reduce and prevent homelessness and meet the housing needs of the future unhoused or near-unhoused. This assessment will consider both the need for new programs as well as improvements to the operation of existing housing and services. Our team will review and analyze initiatives underway in the city, county, and region (including the implementation of the Santa Clara County Community Plan to End Homelessness) to ensure that the plan is informed by and aligned with the work that has already begun.

Create a Community Outreach Plan Months 2-4
We have found that engaging a wide range of stakeholders in the planning process and providing meaningful opportunities for input and feedback is paramount for a successful strategic plan and future implementation. Stakeholder engagement not only supports 5 ~ Homebase

ADVANCING SOLUTIONS TO HOMELESSNESS
Santa Clara City Plan to End Homelessness
Homebase Proposal November 1, 2021

the development of a community-informed strategic plan; it also serves to build momentum and enthusiasm, building consensus and buy-in on strategies and next steps. As such, Homebase will facilitate a comprehensive community engagement process that ensures that planning and recommendation development is based on concrete information about local needs and resources. Building upon the environmental scan, we will conduct a deeper assessment of strengths and needs grounded in community engagement via a community kick-off event, virtual or in-person stakeholder interviews, and focus groups.

Homebase will work with City staff and the Housing Taskforce to design and facilitate virtual and/or in-person convenings according to current public health conditions. Our team has the capability and experience necessary to successfully conduct engaging online meetings with diverse stakeholders that leverage technology, use adult learning principles, and are inclusive of people with varying degrees of access, comfort, and facility with technology. We will work with the City to develop agendas, discussion questions, infographics, and other materials necessary for the following community engagement activities.

Community Kick-Off Event and Planning Workshop
We propose to initiate community engagement with a community kick-off event / workshop. This event would be an open (most likely virtual) meeting aimed at achieving early engagement and buy-in from key stakeholders, and the session would be scheduled to ensure broad participation and attendance. The event will be organized with the goal of inviting everyone with any interest in contributing to the planning process, including City officials and staff, housing and service providers, representatives from schools, law enforcement, healthcare and other adjacent systems, business and community leaders, unhoused residents and individuals with lived experience of homelessness, and community members at-large. This event will be structured to both build community-wide support for the planning process and gather initial information to guide planning. As such, meeting participants will receive information about homelessness in the City and general information on best practices and will have the opportunity to provide initial feedback to the process about needs, gaps, and existing service system performance.

Key Stakeholder Interviews
Identifying key stakeholders to provide in-depth information via individual interviews is an important element of the strategic planning process. We will work with the City and/or Housing Taskforce to identify 3-4 key stakeholders for interviews. We have also found that stakeholders who may best inform the process via interviews are often identified during the process of community meetings and outreach. 6 ~ Homebase

ADVANCING SOLUTIONS TO HOMELESSNESS
Santa Clara City Plan to End Homelessness
Homebase Proposal November 1, 2021

Focus Group Meetings
To further contextualize our analysis of gaps, needs and resources, and to solicit additional input from the community, we also propose a series of 3-4 meetings with key stakeholders, with the participation and structure developed in partnership with City staff and Taskforce members. We expect to host most of these meetings virtually but may hold in-person meetings if desired and appropriate. These meetings will include focus groups with stakeholders and may also include an internal inter-departmental City staff meeting, and/or topical subcommittee sessions. We will engage the knowledge and experiences of a cross-section of those closest to the issue of homelessness in the City, which may include City staff, housing and homeless service providers, public and behavioral health providers, business groups, civil rights organizations, court officials, public safety providers, education providers, economic and workforce development providers, neighborhood associations, and which will include focus groups with unhoused people and people with lived experience of homelessness. Focus groups with people with direct experiences of homelessness may be organized by geography, sub- population, or program component. The structure of these focus groups, participants, and outreach and engagement methods will be determined in consultation with the Housing Taskforce and/or City staff and will take into consideration logistical constraints due to COVID-19 as necessary. We propose to provide gift cards to honor the time of individuals with lived experience of homelessness who participate in focus groups.

Stakeholder / Provider Survey
In addition to the community-wide kickoff event, individual interviews, and work sessions/focus groups, we propose conducting an e-survey for stakeholders including housing and service providers. We have found that e-surveys allow for an additional avenue to gain input from stakeholders while being respectful of time constraints and other obligations.

Phase III: Goals, Policies, Programs, and Quantified Objectives Identification of Goals, Policies, Programs, and Objectives to Include in the City Plan to End Homelessness M onths 4-5
Homebase will analyze the information gathered during the environmental scan and stakeholder engagement processes to develop a set of findings and recommendations that identify goals, policies, programs, and quantified objectives to include in the City Plan to End Homelessness to ensure an effective response to the housing and homelessness needs and constraints in Santa Clara. Our team will compile a draft of these findings and recommendations in order to work with the Housing Taskforce to 7 ~ Homebase

ADVANCING SOLUTIONS TO HOMELESSNESS
Santa Clara City Plan to End Homelessness
Homebase Proposal November 1, 2021

flesh out and refine the mission, goals, objectives, and strategies to guide the City in addressing homelessness.

Compliment to Santa Clara County Plan to End Homelessness Month 5 The Homebase team will work with the Housing Taskforce to identify how each priority area for action and related goals, objectives, and strategy recommendations align with strategies and goals outlined in the Santa Clara County Plan. Identified goals and strategies will support County and regional efforts without duplication in order to support a collective impact on homelessness.

Conclude Taskforce with a Draft city Plan to End Homelessness Months 5-6 Based on the environmental scan, identified goals, policies, programs, and objectives, and on input from community stakeholders, City staff, and the Housing Taskforce, the Homebase team will develop a draft strategic plan. The Plan draft will include:
• Information from the environmental scan and community engagement activities, identifying strengths, unmet needs, and opportunities;
• Priority areas for action, as defined by the Housing Taskforce and other stakeholders;
• Goals, objectives, and recommendations for each priority area of action; • Identification of City actions that support County and regional efforts without duplication; and
• Support for implementation.

The full draft document will be provided to City staff and the Housing Taskforce at a concluding Taskforce meeting, along with a summary document outlining key elements of the Plan. This summary document will be a clear, concise outline of the Plan that can be used to share information about the draft Plan with community stakeholders.

8 ~ Homebase

ADVANCING SOLUTIONS TO HOMELESSNESS
Santa Clara City Plan to End Homelessness
Homebase Proposal November 1, 2021

PROPOSED TIMELINE AND BUDGET
At Homebase, we pride ourselves on meeting the needs of the communities we work with. We have created a scope of work and budget that is based on our understanding of the City’s goals for this project and the tasks involved. We are happy to adjust as necessary.

Project Timeline: 6 months (January 2022 – June 2022)
Total Budget: $75,000

CONTACT INFORMAT ION
Homebase appreciates the opportunity to submit this proposal and would be pleased to answer any questions you may have. Please contact Bridget Kurtt DeJong, Director of Capacity Building, at [email protected] or 415-788-7961 x324.

The information provided in this proposal does not constitute legal advice or advertise legal services. Homebase does not enter into attorney-client relationships. 9 ~ Homebase

ADVANCING SOLUTIONS TO HOMELESSNESS

Agreement with Homebase Page 1
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EBIX Insurance No. *S20000_____

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

HOMEBASE

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Homebase a California corporation, (Contractor).

City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled “Scope of Services”;
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
Exhibit D – Labor Compliance Addendum (if applicable)
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the

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event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on January 30, 2022 and terminate on March 30, 2023.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.

Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Contractor for the cost incurred by City.

5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor’s representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.

6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is seventy-five thousand dollars ($75,000.00), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

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7. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days’ prior written notice to Contractor.

B. Termination for Default. If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.

C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession.

8. ASSIGNMENT AND SUBCONTRACTING
City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Contractor shall not hire subcontractors without express written permission from City.

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

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

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

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performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.

12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties. The City grants to Contractor an irrevocable, non-exclusive, perpetual, royalty- free license to use, make, reproduce, prepare derivative works based upon, distribute copies of, perform, and/or display any work products developed by Contractor in connection with the services performed under this Agreement.

13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to Contractor’s Services hereunder.

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employees or persons contracting with Contractor to perform any portion of the Scope of Services – and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

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

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

15. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.

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

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

City of Santa Clara
Attention: Housing & Community Services Manager
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]

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And to Contractor addressed as follows:

Homebase
Attn: James Roop
870 Market Street, Suite 1228, San Francisco, CA 94102
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given. An e- mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section

3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered.

Additionally Contractor has read and agrees to comply with City’s Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).

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

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

21. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City’s name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

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

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

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

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

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

Office of the City Attorney
City of Santa Clara

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

HOMEBASE
a California corporation

Dated:

By (Signature):

Name: Nikka Rapkin
Title: Executive Director
Principal Place of
Business Address:
870 Market Street, Suite 1228, San Francisco, CA
94102
Email Address: [email protected]
Telephone: (415)-788-7961 ext. 303
Fax: ( )
“CONTRACTOR”

Agreement with Homebase/Exhibit A-Scope of Services Page 1 Rev. 07-01-18

EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are set forth below.

Based on our experience and our understanding of the City of Santa Clara’s goals and priorities for this project, Homebase proposes the following scope of work. We are happy to adjust as needed to meet your goals, budget, and desired timeline.

Tentative Project Schedule
(subject to change)

Month Task/Deliverable
1 February

Outreach and selection of Housing Taskforce members.

Begin environmental scan; Homebase to request documents and data for review.

2 March
Continue environmental scan.

Housing Task Force Meeting #1
 Introduce members and develop a shared vision and goals for the project and staffing constraints for this project.
 Present existing materials such as the County strategic plan.  Present implementation outline to bring all members up to speed on plan development.

Create community engagement plan; begin planning for community kick off meeting.

3 April
Housing Task Force Meeting #2
 Discuss priorities and areas of focus for planning process.  Provide input on plan for community engagement.
 Coordinate outreach and taskforce involvement in community engagement process.

Begin community engagement process (develop collateral to promote the process, host community kick-off meeting; schedule focus groups, interviews; draft stakeholder survey)

4 May
Continue community engagement process (conduct focus groups, interviews; administer stakeholder survey)

Housing Task Force Meeting #3

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 Update on community engagement and emerging themes.
 Coordinate outreach and taskforce involvement in continued community engagement.
5 June
Homebase to compile draft findings from the environmental scan and community engagement process and recommendations.

Housing Taskforce Meeting #4
 Homebase to present summary of findings from
environmental scan and community engagement and
recommendations.
 Discussion of proposed strategies and priority areas.

Homebase to begin drafting plan based on input from Taskforce meeting and in alignment with County Plan to End Homelessness.

6 July
Homebase to continue drafting plan with guidance from Taskforce.

Housing Taskforce Meeting #5
 Continued discussion of proposed strategies and goals for draft plan and alignment with County Plan to End
Homelessness.
7 August
Homebase to complete drafting of plan and plan summary document.

Housing Taskforce Meeting #6
 Homebase to present draft plan.

Sept 2022-
March 2023
Homebase to provide light touch support through City Council approval process.

PHASE I: HOUSING TASK FORCE FACILITATION
A. Formation of the Housing Taskforce and Facilitate Monthly Housing Taskforce Meetings Month 1, Ongoing
In our experience with strategic planning, Homebase has found that the engagement of a steering committee has been key to the overall success of the planning process, resulting in shared strategies across departments and stakeholder groups city-wide. In this case, Homebase will support the development of the Housing Taskforce, including a Kick-Off meeting and subsequent monthly meetings. The Housing Taskforce will oversee and advance the strategic planning process with facilitative support from the Homebase team. It is essential for the Taskforce to consist of stakeholders with a range of perspectives and experience, which may

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include City officials and staff, unhoused individuals or members of the community with lived experience of homelessness, and other stakeholders identified by the City.

1. Taskforce Composition
Taskforce may include representatives from the following stakeholders:

• Destination Home (1)
• Bill Wilson Center (1)
• Abode Services (1)
• HomeFirst (1)
• Santa Clara County Office of Supportive Housing (1)
• Community Representatives (4-8)

City staff and City Council member offices will facilitate outreach and engagement to identify community members interested in participating in the taskforce. Homebase will coordinate the selection process based on established criteria. Homebase will support recruitment of Community Representatives and use best efforts to identify a representative from each of the six Santa Clara Council districts and an at-large member of the City. Selection criteria for the taskforce should reflect a diverse range of experiences, knowledge, expertise and representation balancing between people with lived experiences, business owners, renters, and homeowners.

The Taskforce will comprise of 5 stakeholder members and 4-8 Community Representatives, for a total of 9-13 total members, including at least two members with lived experience of homelessness.

B. Plan and Prepare Meeting Agendas and Relevant Materials Month 1, Ongoing
In preparation for Housing Taskforce meetings, the Homebase team will develop all agendas, announcements, and meeting materials. This may require research on topics of interest to the Taskforce as they develop strategies and policy solutions, information on established and emerging best practices, and successful strategies in place in other communities. Homebase will serve as a neutral facilitator, providing information and support as needed while enabling robust discussion among stakeholders on the Taskforce.

PHASE II: COMMUNITY EDUCATION AND ENGAGEMENT
A. Conduct Environmental Scan Months 1-3

Agreement with Homebase/Exhibit A-Scope of Services Page 4 Rev. 07-01-18

Homebase will gather information and data to develop a baseline understanding of the City of Santa Clara’s strengths, needs, and gaps in relation to homelessness. Homebase will carry out an environmental scan that identifies existing housing and homelessness needs and constraints in the City as well as existing policies and programs that reduce and prevent homelessness and meet the housing needs of the future unhoused or near-unhoused. This assessment will consider both the need for new programs as well as improvements to the operation of existing housing and services. Our team will review and analyze initiatives underway in the city, county, and region (including the implementation of the Santa Clara County Community Plan to End Homelessness) to ensure that the plan is informed by and aligned with the work that has already begun.

B. Create a Community Outreach Plan Months 2-4
We have found that engaging a wide range of stakeholders in the planning process and providing meaningful opportunities for input and feedback is paramount for a successful strategic plan and future implementation. Stakeholder engagement not only supports the development of a community-informed strategic plan; it also serves to build momentum and enthusiasm, building consensus and buy-in on strategies and next steps. As such, Homebase will facilitate a comprehensive community engagement process that ensures that planning and recommendation development is based on concrete information about local needs and resources. Building upon the environmental scan, we will conduct a deeper assessment of strengths and needs grounded in community engagement via a community kick-off event, virtual or in-person stakeholder interviews, and focus groups.

Community Kick-Off Event and Planning Workshop

We propose to initiate community engagement with a community kick-off event / workshop.

This event would be an open (most likely virtual) meeting aimed at achieving early engagement and buy-in from key stakeholders, and the session would be scheduled to ensure broad participation and attendance. The event will be organized with the goal of inviting everyone with any interest in contributing to the planning process, including City officials and staff, housing and service providers, representatives from schools, law enforcement, healthcare and other adjacent systems, business and community leaders, unhoused residents and individuals with lived experience of homelessness, and community members at-large. This event will be structured to both build community-wide support for the planning process and gather initial information to guide planning. As such, meeting participants will receive information about homelessness in the City and general information on best practices and will have the opportunity to provide initial feedback to the process about needs, gaps, and existing service system performance.

Agreement with Homebase/Exhibit A-Scope of Services Page 5 Rev. 07-01-18
Key Stakeholder Interviews
Identifying key stakeholders to provide in-depth information via individual interviews is an important element of the strategic planning process. We will work with the City and/or Housing Taskforce to identify 3-4 key stakeholders for interviews. We have also found that stakeholders who may best inform the process via interviews are often identified during the process of community meetings and outreach.

Focus Group Meetings
To further contextualize our analysis of gaps, needs and resources, and to solicit additional input from the community, we also propose a series of 3-4 meetings with key stakeholders, with the participation and structure developed in partnership with City staff and Taskforce members. We expect to host most of these meetings virtually but may hold in-person meetings if desired and appropriate. These meetings will include focus groups with stakeholders and may also include an internal inter-departmental City staff meeting, and/or topical subcommittee sessions. We will engage the knowledge and experiences of a cross-section of those closest to the issue of homelessness in the City, which may include City staff, housing and homeless service providers, public and behavioral health providers, business groups, civil rights organizations, court officials, public safety providers, education providers, economic and workforce development providers, neighborhood associations, and which will include focus groups with unhoused people and people with lived experience of homelessness. Focus groups with people with direct experiences of homelessness may be organized by geography, sub-population, or program component. The structure of these focus groups, participants, and outreach and engagement methods will be determined in consultation with the Housing Taskforce and/or City staff and will take into consideration logistical constraints due to COVID-19 as necessary. We propose to provide gift cards to honor the time of individuals with lived experience of homelessness who participate in focus groups.

PHASE III: GOALS, POLICIES, PROGRAMS, AND QUANTIFIED OBJECTIVES A. Identification of Goals, Policies, Programs, and Objectives to Include in the City Plan to End Homelessness Months 5-6
Homebase will analyze the information gathered during the environmental scan and stakeholder engagement processes to develop a set of findings and recommendations that identify goals, policies, programs, and quantified objectives to include in the City Plan to End Homelessness to ensure an effective response to the housing and homelessness needs and constraints in Santa Clara. Our team will compile a draft of these findings and recommendations in order to work with the Housing Taskforce to flesh out and refine the mission, goals, objectives, and strategies to guide the City in addressing homelessness.

B. Compliment to Santa Clara County Plan to End Homelessness Month 6

Agreement with Homebase/Exhibit A-Scope of Services Page 6 Rev. 07-01-18
The Homebase team will work with the Housing Taskforce to identify how each priority area for action and related goals, objectives, and strategy recommendations align with strategies and goals outlined in the Santa Clara County Plan. Identified goals and strategies will support County and regional efforts without duplication in order to support a collective impact on homelessness.

C. Conclude Taskforce with a Draft city Plan to End Homelessness Months 6-7- Based on the environmental scan, identified goals, policies, programs, and objectives, and on input from community stakeholders, City staff, and the Housing Taskforce, the Homebase team will develop a draft strategic plan. The Plan draft will include:
 Information from the environmental scan and community engagement activities, identifying strengths, unmet needs, and opportunities;
 Priority areas for action, as defined by the Housing Taskforce and other stakeholders;  Goals, objectives, and recommendations for each priority area of action;  Identification of City actions that support County and regional efforts without duplication; and
 Support for implementation.

PHASE IV: SUPPORT FOR ADOPTION OF PLAN

Following submission of the draft plan, Homebase will be available to provide light touch technical assistance to City staff prior to and following the public hearing where the final plan will be presented to City Council for the period of August 2022 to March 2023.

Agreement with Homebase/Exhibit C- Insurance Page 1
Rev. 07-01-18

EXHIBIT B

SCHEDULE OF FEES
Contractor will bill City on a monthly basis for Services provided by Contractor during the preceding month on an invoice and in a format approved by City and subject to verification and approval by City. City will pay Contractor within thirty (30) days of City’s receipt of an approved invoice.

The following fee schedule and budget is effective January 1, 2022, and sets forth hourly billing rates for each staff position/level for a total of 718 minimum hours.

There are no equipment charges, per diem expenses, expendable material or new parts costs, outside services costs, or overtime costs.

~ ity of Santa Clara 2022
IHomebase Budget
lune Items & Descriptions
I Directing Attorney
I Senior Staff Attorney
Policy Analyst
Project Coordinator
!Total Salaries and Benefits
I
Operating Expenses
Supplies/Photocopies/Overhead
Incentives for People with Lived Experience
Two trips SF->Santa Clara @ $.585
I
!Total Expenses
I

I GRAND TOTAL
Hours Hourly Rate Total
235 133.92 $31,471.20
226 96.34 $21,772.84
217 74.22 $16,105.74
40 83.49 $3,339.60
718 $72,689.38
$1,752.98
$450.00
$107.64
$2,310.62
$75,000 .00

Agreement with Homebase/Exhibit C- Insurance Page 2
Rev. 07-01-18

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting the Contractor’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and
c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

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

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or

Agreement with Homebase/Exhibit C- Insurance Page 3
Rev. 07-01-18
regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS’ COMPENSATION

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

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

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

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

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

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

Agreement with Homebase/Exhibit C- Insurance Page 4
Rev. 07-01-18
to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non- renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.

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

E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:

Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

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

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

Agreement with Homebase/Exhibit C- Insurance Page 5
Rev. 07-01-18
deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.

G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Upon City’s request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements.

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

EBIX Inc.

City of Santa Clara [*insert City department name here] P.O. Box 100085 – S2 or 1 Ebix Way
Duluth, GA 30096 John’s Creek, GA 30097

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

Agreement with Homebase/Exhibit D-Labor Compliance Page 1 Rev. 07-01-18

EXHIBIT D

LABOR COMPLIANCE ADDENDUM
This Agreement is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.

I. Prevailing Wage Requirements

1. Contractor shall be obligated to pay not less than the General Prevailing Wage Rate, which can be found at www.dir.ca.gov and are on file with the City Clerk’s office, which shall be available to any interested party upon request. Contractor is also required to have a copy of the applicable wage determination posted and/or available at each job site.

2. Specifically, contractors are reminded of the need for compliance with Labor Code Section 1774-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811-1813.

3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required. Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov .

4. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed on the project as an apprentice and receive the applicable apprenticeship prevailing wage rates.

Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term “certified payroll” shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to:
certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and

Agreement with Homebase/Exhibit D-Labor Compliance Page 2 Rev. 07-01-18
cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

6. In addition to submitting the certified payrolls and related documentation to City, Contractor and all subcontractors shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and/or final payment.

7. No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

8. No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Contractors MUST be a registered “public works contractor” with the DIR AT THE TIME OF BID.

Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.

9. All contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a “public works contractor”. Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.

10. Should any contractor or subcontractors not be a registered public works contractor and perform work on the project, Contractor agrees to fully indemnify the City for any fines assessed by the California Department of Industrial Relations against the City for such violation, including all staff costs and attorney’s fee relating to such fine.

11. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

J. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor’s address indicated for receipt of notices in this Agreement.

Agreement with Homebase/Exhibit D-Labor Compliance Page 3 Rev. 07-01-18
K. Enforcement

1. City shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et seq., City may continue to hold sufficient funds to cover estimated wages and penalties under the Agreement.

2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.

3. The City is not obligated to make any payment due to Contractor until Contractor has performed all of its obligations under these provisions. This provision means that City can withhold all or part of a payment to Contractor until all required documentation is submitted. Any payment by the City despite Contractor’s failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of this Addendum.

City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements. These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
21-1768 Agenda Date: 1/25/2022

REPORT TO COUNCIL

SUBJECT
Action on Award of Agreement with WeHOPE for Mobile Hygiene Services

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City Council held a study session on August 24, 2021 to discuss issues related to the unhoused population in Santa Clara, including homeless encampments and vehicle dwellings. The City Council provided feedback to staff, and requested additional information regarding potential short-term, basic services that the City could provide to the unhoused. The City Council requested that staff return with further analysis and a potential proposal for next steps to deliver basic services to the unhoused.

On November 9
th, the City Council held another study session where Council directed staff to issue an RFP for basic mobile hygiene resources, including bathrooms, showers, and laundry services and to bring an agreement back to Council.

DISCUSSION
Pursuant to City Code Section 2.105.330, a request for Proposals (RFP) was conducted as the solicitation method for this procurement, with the award of recommendation based on best value. The City released the RFP for Mobile Hygiene Services for the homeless in Santa Clara in November 2021. The RFP was published on the City’s e-procurement platform. Staff sent a notification email directly to three companies, a total of 21 companies viewed the RFP, and one proposal was received from WeHOPE.

After thorough review, and evaluation of the sole proposal from WeHOPE, staff determined that the proposal satisfied all the requirements set forth in the RFP. WeHOPE has proven experience in providing a variety of services for the homeless. In August 2015, WeHOPE launched Dignity on Wheels (DoW), a mobile hygiene service that provides free showers and laundry services to the homeless in 5 counties and 20 cities throughout the Bay Area and Los Angeles. Comprehensive case management support is provided to address a variety of individual challenges including job loss, illness, and food insecurity.

Many of Santa Clara’s neighboring jurisdictions, including the County Office of Supportive Housing, San Jose, Milpitas, Mountain View, and Sunnyvale, contract with Dignity on Wheels to provide these types of short-term services. Dignity on Wheels is an initiative created by the staff and board members of Project WeHOPE, a 501(c)3 nonprofit located in East Palo Alto, California. Project WeHOPE, which stands for “We Help Other People Excel,” is a unique Emergency and Supportive Housing Shelter for the unhoused, homeless and at-risk adults in San Mateo County and Santa Clara City of Santa Clara Printed on 1/20/2022Page 1 of 3
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21-1768 Agenda Date: 1/25/2022
County communities.

Staff recommends award of agreement to WeHOPE as the sole responsive proposal. Their proposal met the RFP specifications and requirements.

The initial term of the agreement will be one year. The City may exercise up to four one-year options to extend the agreement at the end of the initial term, subject to the appropriation of funds. The proposed agreement with WeHOPE includes establishing mobile hygiene services for the City’s unhoused populations, which include bathrooms, showers, laundry, and comprehensive case management support to address a variety of individual challenges including job loss, illness, and food insecurity. The proposed agreement includes a detailed scope of services and compensation rates.

After the initial term, price adjustments will be considered if the contractor demonstrates that a price increase is warranted.

FISCAL IMPACT
The annual estimated cost for services is projected to be $55,196, including a contingency of $5,018.

Funding for agreement will come from the Housing Authority Fund. The FY 2021/22 Adopted Budget has sufficient funds budgeted to cover the costs associated with this agreement and no additional budget action is required. Funding for the agreement beyond FY 2021/22 will be subject to future budget appropriations.

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

RECOMMENDATION

1. Authorize the City Manager to execute an Agreement with WeHOPE to provide mobile hygiene services for an initial one-year term with maximum compensation not-to-exceed $50,178;

2. Authorize the City Manager to execute amendments to the Agreement, not-to exceed $5,018, for contingencies in the event there are unanticipated changes during the initial term of the Agreement, and

3. Authorize the City Manager to execute up to four one-year options to extend the term of the Agreement after the initial term for mobile hygiene services, subject to the appropriation of funds.

Reviewed by: Andrew Crabtree, Director of Community Development City of Santa Clara Printed on 1/20/2022Page 2 of 3
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21-1768 Agenda Date: 1/25/2022
Approved by: Deanna J. Santana, City Manager

ATTACHMENTS

1. Agreement with WeHOPE
City of Santa Clara Printed on 1/20/2022Page 3 of 3
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Agreement with WeHOPE Page 1
Rev. 07-01-18
EBIX Insurance No. *S20000_____

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
WEHOPE

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and WeHOPE, a California corporation, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
Exhibit D – Notice of Exercise of Option to Extend Agreement This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, Agreement with WeHOPE Page 2
Rev. 07-01-18
whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on *______________ __, 20___ and terminate on *______________ __, 20___.

B. After the Initial Term, the City reserves the right, at its sole discretion, to extend the term of this Agreement for up to four (4) additional one-year terms through *______________ __, 20___ (“Option Periods”), subject to the appropriation of funds. See Exhibit D for Notice of Exercise to Option to Extend Agreement Form

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.

4. WARRANTY
Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based. Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Contractor for the cost incurred by City.

6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in Agreement with WeHOPE Page 3
Rev. 07-01-18
accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is Fifty Thousand One Hundred Seventy- Seven Dollars and Eight Cents ($50,177.08), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services.

All work performed or materials provided in excess of the maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

10. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do Agreement with WeHOPE Page 4
Rev. 07-01-18
not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement.

11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.

Agreement with WeHOPE Page 5
Rev. 07-01-18

14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement – including claims of any kind by Contractor’s employees or persons contracting with Contractor to perform any portion of the Scope of Services – and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

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

Agreement with WeHOPE Page 6
Rev. 07-01-18

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

City of Santa Clara
Attention: Housing and Community Services Division
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]

And to Contractor addressed as follows:

WeHOPE
1854 Bay Road
East Palo Alto, CA 94303
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

An e-mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

18. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Contractor’s attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City’s Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).

19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and Agreement with WeHOPE Page 7
Rev. 07-01-18
following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

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

Agreement with WeHOPE Page 8
Rev. 07-01-18

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

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

Office of the City Attorney
City of Santa Clara

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

WEHOPE
a California corporation
Dated:

By (Signature):

Name: Pastor Paul Bains
Title: President
Principal Place of
Business Address: 1854 Bay Rd. East Palo Alto CA., 94303 Email Address: [email protected]
Telephone: (650)779-4632
Fax: ( )
“CONTRACTOR”

Agreement with WeHOPE/Exhibit A-Scope of Services Page 1 Rev. 07-01-18

EXHIBIT A

SCOPE OF SERVICES
The following Scope of Services defines the services and responsibilities of Contractor and City to provide mobile hygiene services to the City’s unhoused populations.

The Scope of Services, including Exhibit A and Contractor’s proposal response dated December 13, 2021 provide context, supplemental information, and are incorporated by reference to the extent not inconsistent with the Agreement.

1. PURPOSE

1.1. Contractor will provide mobile hygiene services to the City’s unhoused populations, which include bathrooms, showers, laundry, and comprehensive case management support to address a variety of individual challenges including job loss, illness, and food insecurity.

1.2. The services will help the City to address the immediate crisis in our community and to increase investment in health, safety, and other basic services to better meet the needs of people living in unsheltered conditions.

2. SERVICE REQUIREMENTS

2.1. Contractor will provide mobile hygiene services to provide mobile showers and laundry to homeless and unsheltered persons throughout Santa Clara.

2.2. Services will operate up to two days per week at different sites throughout Santa Clara. Contractor will provide a total of fifty-two sessions per year.

2.3. Upon contract execution Contractor will meet with City Project Manager to determine the times, dates, and locations of services to be provided.

2.4. Contractor will be responsible to provide all necessary water, waste storage, and power on board.

2.5. Contractor will provide drop-in shower services and drop-in laundry services per daily sessions. Each day will consist of one six-hour session in either the morning or evening hours. Clients shall be served for four hours during each session as there will be two hours dedicated for set up and shut down.

2.6. Shower clients will be offered hygiene kits, which may include socks, toothbrush, toothpaste, deodorant, lotion, mouthwash, or other grooming items.

Clients who are also requesting laundry service will be offered a pair of sweatpants and t-shirt, which should be returned. Clients will have the opportunity to meet with Contractor’s staff to assess unmet needs and access to community resources. Contractor will enter or update client data into Santa Clara County’s Homelessness Management Information System (HMIS).

Agreement with WeHOPE/Exhibit A-Scope of Services Page 2 Rev. 07-01-18

2.7. Contractor will follow current COVID-19 protocols when providing services which can be found on the following link: https://www.santaclaraca.gov/i-want- to/stay-informed/coronavirus-updates

Agreement with WeHOPE/Exhibit B-Schedule of Fees Page 1 Rev. 07-01-18

EXHIBIT B

SCHEDULE OF FEES

1. MAXIMUM COMPENSATION

1.1. The maximum amount payable for all services provided under this Agreement shall not exceed Fifty Thousand One Hundred Seventy-Seven Dollars and Eight Cents ($50,177.08), during the term of the Agreement. No additional services will be performed unless both Parties execute an amendment outlining the services requested and the compensation agreed for such services.

1.2. All payments are based upon City’s acceptance of Contractor’s performance of services specified in Exhibit A, Scope of Services. City shall have no obligation to pay unless Contractor has successfully completed the work for which payment is due.

2. FEES

2.1. The City will pay Contractor based on the fees specified in Table B1 below for services provided:

Table B1: Fees

DESCRIPTION OF FEES INITIAL TERM COST
I. SALARY AND BENEFITS
DoW Driver(s) $ 13,728.00
DoW Intake(s) $ 8,320.00
Benefits: @ 22% $ 4,850.56
Benefits: Management Overhead (Flat rate) $ 696.44 Administrative Support $ 3,164.00
TOTAL FOR SALARY AND BENEFITS $ 30,759.00 II. OPERATIONAL SUPPORT COST
Staff Training and Certification $ 624.00 Vehicle Licensing Registration $ 156.00 Insurance $ 1,144.00
Equipment Maintenance/Upkeep $ 5,720.00 Fuel $ 4,397.00
Portable Water $ 1,664.00
Towels $ 1,040.00
Business Licensing $ 104.00
Laundry Soap $ 267.00
Disinfectant/Sanitization $ 416.00
Field Technology Package $ 195.00
TOTAL FOR OPERATIONAL SUPPORT COSTS $ 15,727.00 Agreement with WeHOPE/Exhibit B-Schedule of Fees Page 1 Rev. 07-01-18

DESCRIPTION OF FEES INITIAL TERM COST
Subtotal for Services $ 46,486.00
Indirect Costs at 12% $ 3,691.08

TOTAL NOT-TO-EXCEED MAXIMUM COMPENSATION
(INITIAL TERM) $ 50,177.08

3. PRICING AND OPTIONS

3.1. Pricing is fixed for the Initial Term of the Agreement.

3.2. Price Adjustments: Contractor may request adjustments to the fees prior to any one-year option to renew the Agreement after the Initial Term. Contractor must demonstrate to the satisfaction of the City that a price increase is justified by provided documentation, such as a price index (e.g. CPI or PPI). Price adjustments are subject to City’s approval.

4. INVOICING

4.1. Contractor will invoice the City on a monthly basis for services provided by Contractor during the preceding month on an invoice and in a format approved by the City and subject to verification and approval by City. City will pay Contractor within thirty (30) days of City’s receipt of an approved invoice.

4.2. City will pay Contractor within thirty (30) days of City’s receipt of an approved invoice.

4.3. Invoice will at a minimum include the following:

4.3.1. Date of Service

4.3.2. Description of Services with a breakdown of duplicated and unduplicated clients served along with demographic information.

4.3.3. Location Services were Provided

4.3.4. Cost for Services

Agreement with WeHOPE/Exhibit C-Insurance Requirements Page 1 Rev. 07-01-18

EXHIBIT C

A. COMMERCIAL GENERAL LIABILITY INSURANCE

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated Agreement with WeHOPE/Exhibit C-Insurance Requirements Page 2 Rev. 07-01-18
wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS’ COMPENSATION

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

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

Agreement with WeHOPE/Exhibit C-Insurance Requirements Page 3 Rev. 07-01-18

3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non- renewal.

E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

Agreement with WeHOPE/Exhibit C-Insurance Requirements Page 4 Rev. 07-01-18

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

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

Upon City’s request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be emailed to:
[email protected]
Or mailed to:

EBIX Inc.

City of Santa Clara Community Development
P.O. Box 100085 – S2 or
Duluth, GA 30096

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

Agreement with WeHope/Exhibit D - Notice of Exercise of Option Page 1 of 1

EXHIBIT D

NOTICE OF EXERCISE OF OPTION TO EXTEND AGREEMENT

AGREEMENT TITLE:

CONTRACTOR:

DATE:

Pursuant to Section __ of the Agreement referenced above, the City of Santa Clara hereby exercises its option to extend the term under the following provisions:

OPTION NO. # of #

NEW OPTION TERM
Begin date:

End date:

CHANGES IN RATE OF COMPENSATION

Percentage change in CPI upon which adjustment is based:

Pursuant to Section ___ of the Agreement the rates of compensation are hereby adjusted as follows:
(use attachment if necessary)

MAXIMUM COMPENSATION for New Option Term:

For the option term exercised by this Notice, City shall pay Contractor an amount not to exceed the amount set forth above for Contractor’s services and reimbursable expenses, if any. The undersigned signing on behalf of the City of Santa Clara hereby certifies that an unexpended appropriation is available for the term exercised by this Notice, and that funds are available as of the date of this signature.

Approved as to Form:

Dated:

Office of the City Attorney
City of Santa Clara

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

□
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1474 Agenda Date: 1/25/2022

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 1 to the Agreement for Services with E Source Companies, LLC, to Extend the Term, Expand the Scope, and Increase Maximum Compensation

COUNCIL PILLAR
Promote Sustainability and Environmental Protection

BACKGROUND
The City of Santa Clara’s Electric Utility, Silicon Valley Power (SVP), provides electric utility services to approximately 58,000 residential, commercial, and industrial customers. In order to stay up to date on industry trends and best practices, SVP subscribes to a service provided by E Source Companies, LLC. (E Source). E Source is a research, consulting, and data science firm that provides electric and gas utilities with high quality reports in a variety of areas including: demand side management, key accounts programs, marketing and customer outreach, website best practices, emerging technologies, and renewable energy programs. E Source does primary and secondary research and creates reports which are made available to their subscriber base. E Source also provides an “Ask an Expert” hotline for utilities to ask questions about various topics or technologies. E Source will gather information on behalf of the requesting utility and once the question is answered, E Source makes the response available to all subscribers for future reference.

These technical support services support SVP’s Public Benefits program for funds to be used for education and program development and aligns with SVP’s Strategic Plan for Customer Engagement. The proposed recommendation allows the City Manager to execute additional amendments including contract extensions, increases to the scope of services, and increases to maximum compensation.

DISCUSSION
This recommendation is pursuant to Purchasing Code Section 2.105.100 (h) Idle Act “where formal bidding would not be useful or produce any advantage for the City”.

SVP is currently subscribed to the following services with E Source: Account Management Services, Business Marketing Services, Demand-side Management Services, and Technology Assessment Services. All of these subscription services include online access to a library of publications and events and Ask E Source for the content area. Additional service benefits are highlighted below:
· Account Management: Detailed industry overviews and energy efficiency strategies, access to benchmark results, and sector-specific analysis and reporting · Business Marketing: Access to databases including print, audio, and video advertisements; access to survey results from utility marketing professionals, access to an online dashboard with information on the energy-management needs and attitudes of small, midsize, and large City of Santa Clara Printed on 1/20/2022Page 1 of 3
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22-1474 Agenda Date: 1/25/2022
businesses across 17 sectors
· Demand-side Management: Database of more than 5,000 utility programs across North America and database of impact and process evaluations for programs · Technology Assessment: Access to resource centers for smart thermostats, emerging tech, LED lighting, heat pump and electrification technologies, electric vehicles, market sector snapshots, and other technologies and access to results from Residential Utility Customer Survey, which reveals residential customers' preferences for technologies and technology Included in the annual subscription services, E Source provides additional benchmarking services including;
· Benchmarking of SVP’s key business customers, which provides an insight on what these customers want from their utility, what is working well, and where they would like to see improvement.
· Benchmarking of SVP’s key customer program against that of other key accounts programs. · Benchmarking of the utility’s website against other utility websites including providing a detailed report of the experience of actual website users, including what they liked, what they disliked, and where they ran into challenges. This information is available for consideration as the utility makes future website enhancements.

Although the annual value for these services is less than $150,000 and therefore does not require Council approval, staff anticipates using the service on an ongoing basis and therefore seeks Council approval for the aggregate spend amount inclusive of all renewals.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378 (b)(2) in that the proposed actions are agreements for the purchase of products and services that are continuing maintenance and administrative activities.

FISCAL IMPACT
Funding for this agreement comes from restricted Public Benefit funds and Customer Engagement Operating Budget and does not impact customers’ rates or the General Fund. These technical support services meet the Public Benefits program mandated requirements for funds to be used for education and program development and aligns with SVP’s Strategic Plan for Customer Engagement.

The total cost of the Agreement will not exceed $183,061 in FY21/22. Funding for this contract is included in the Electric Department’s Electric Operating Grant Trust Fund Budget in the FY 2021/22 and FY 2022/23 Adopted Operating Budget.

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a City of Santa Clara Printed on 1/20/2022Page 2 of 3
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22-1474 Agenda Date: 1/25/2022
Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected].

RECOMMENDATION

1. Authorize the City Manager to execute Amendment No. 1 to the Agreement for Services with E Source Companies, LLC for a total cost not to exceed $183,061;

2. Authorize the City Manager to make minor changes to the attached Amendment subject to approval by the City Attorney as to form;

3. Authorize the City Manager to execute amendments to add additional subscription services subject to the appropriation of funds; and

4. Authorize the City Manager to execute up to nine (9) one-year options to extend this agreement including addition of additional subscription services subject to the appropriation of funds.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Deanna J. Santana, City Manager

ATTACHMENTS

1. Original Agreement for Services

2. Proposed Amendment No. 1 to the Agreement for Services City of Santa Clara Printed on 1/20/2022Page 3 of 3
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BLUE ROUTE SHEET - CITY MANAGER REVIEW/APPROVAL REQUIRED Originating Department: Electric Date Submitted: 4/8/20 Return To: Diana Shiles Phone Ext.: 6672 ------ (1) Document E Source Companies LLC - Agreement for Services [NAME OF DOCUMENT AND CONTRACTOR/OTHER PARTY
(2) Indicate signature authority:
(3)
(4)
(5)
(6)
(7)
IZl
□
Electric, Water and Sewer Service Agreements with a value of$150,000 or less and All Other Service Agreemen ts with a value of$100,000 or less per Ordinance 1941 (CC Action-June 16, 2015) Miscellaneous Agreements including those that a1low the use of the City name; rental agreements for City-owned property; licensing or conditional use agreements; confidentiality agreements; nondisclosure agreements; and partnership, cost sharing, in-kind and service agreements with other public or private entities per Resolution 6603 (CC Action - July 13, 1999)
□
□
Certificate of Acceptance for Designated Property Interests per Resolution 5600 (CC Action-May 28, 1991) Routine Police Agreements including the use of City facilities; off-duty officers; special event s; hold harmless and indemnification agreements from third parties; and releases ofliability per Resolution 6000 (CC Action - April 4, 1995)
□ Other:

Cost impact: 091-1313-87870 ($57,605) and 191-1312-87870-9261-94100 ($38,368)

FINANCE
Was this service budgeted for this fiscal year?
IZl Yes
D No. Ifno, please describe below how the department will fund this unbudgeted service and consult with department's assigned budget analyst to ensure that there is sufficient funding.

Is insurance compliant?
lXI Yes, per attached EBIX printout.

D No, this agreement requires Risk M~/ ~
Department head originating agreement:_----~,.~•~-•-· _~~---· c__C __ -_-_-_-_-:_-:_-~_:~_::::_-_ ----------- [SIGNATURE]

RISK MANAGEMENT
Please describe why contract does not require EBIX approval:

Approved: Date: -----------------------[RISK MANAGER]
(8) CITY ATTORNEY'S OFFICE
(9)
Approved as to form: _ __,_,_· -[~-:-~ - A----,,,-0-~ --Y- /A_ U_ T_H_O_Rl_ TY_ C_O_UN_ SE_ L_] ___ Date : &.//rJ / 2d

CITY CLERK'S OFFICE
. )
Assignment Number
Reviewing Attorney's Initials:

Attached: / 4-
------ original(s) ______ copy(ies)
___ Transmit the attached original / copy to contractor __ \ _ Fully executed original on file in City Clerk's Office \ . \ V ~ IT, f'f\u\'\\ ' "\ Date Processed by Clerk's Office:

A20.0073 JB

CITY MANAGER REQUIRED INFORMATION
(1) Scope of Services: !BRIEFLY SUMMARJZE THE SCOPE OF WORK/PURPOSE OF DOCUMENT] This Agreement with E Source is to allow SVP access to their reports on topics such as demand side management, technology assessment, E-channel, registration at annual E-Source forum, access to energy RFP database, website benchmark study, participate in surveys such as large, small and midsize business gap and priority benchmarking, account management and business marketing services for customer engagement and public benefits.
(
(2) Term of Agreement: Effective Date to Januazy 31, 2021 (3)
[START DATE AND END DATE OF THE AGREEMENT/DOCUMENT]
VENDOR SELECTION lNFORMATION:
[:gJ Sole/Single Source (Please include justification memo with this form) D Selection Process for Electric, Water or Sewer Utility Agreements with a total contract value of $150,000 or less inclusive of all option and extension years.

D Selection Process for everyone else with a total contract value of $100,000 or less inclusive of all option and extension years.

D This contract requires prevailing wage compliance and registration with Department of Industrial Relations.

If this box is checked, attach proof ofDJR registration.

Briefly summarize 1he procurement process 1hat was used, the number of bids received, and the basis for ~ecommending this vendor for contract award:

This is a subscription
(4) IDSTORY:

Has 1he department retained the same contractor for similar services in last 5 years? D No. Ifno, no further information required.
lZI Yes. If yes, please complete 1he following section.

Term of Agreement: 02=---=-1-_,lc:.9_--'1'--3::..lc...•.c:2oc0 ________________________ _ Contract Amount: $-'$"'9-"2"",2"'8..c.0 ___________________________ _ Name: E Source Companies Llc
Account Number: S20000 1421
Address: 1745 38Th St, Boulder, CO, USA, 80301-2603
Status: Comp liant with Waived Deficiencies.

EBIX Insurance No. S200001421

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

E SOURCE COMPANIES, LLC

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and E Source Companies, LLC, a Delaware Registered Limited Liability Company (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services";
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

Exhibit A - Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, Agreement with E Source Companies, LLC
Rev. 07-01-18

Page 1 ends

whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.

5. QUALIFICATIONS OF CONTRACTOR• STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor's representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.

6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is ninety five thousand nine hundred seventy three dollars (95,973), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Agreement with E Source Companies, LLC
Rev. 07-01-18

Page 2 ends

Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

7. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days' prior written notice to Contractor.

B. Tenmination for Default. ff Contractor fails to perfonm any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.

Page 3 ends

or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.

12. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.

13. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement - including claims of any kind by Contractor's employees or persons contracting with Contractor to perform any portion of the Scope of Services - and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

B. Contractor's obligation to protect, defend, indemnify, and hold harmless in full City and City's employees, shall specifically extend to any and all Agreement with E Source Companies, LLC
Rev. 07-01-18

Page 4 ends

employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

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

14. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.

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

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

City of Santa Clara
Attention: Electric Department
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected], and
[email protected]
And to Contractor addressed as fo!!ows:

E Source Companies, LLC
Attention: Kym Wootton
17 45 38th Street
Boulder, CO 80301
and by e-mail at [email protected]
Agreement with E Source Companies, LLC
Rev. 07-01-18

Page 5 ends

The workday the e-mail was sent shall control the date notice was deemed given.

An e-mail transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

17. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to "The Code of the City of Santa Clara, California" ("SCCC"). In particular, Contractor's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City's Ethical Standards (http://santaclaraca .gov/home/showdocument?id=58299 ).

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

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

20. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City's name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

21. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, Agreement with E Source Companies, LLC
Rev. 07-01-18

Page 6 ends

in the United States District Court, Northern District of California, San Jose, California.

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

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

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

Agreement with E Source Companies. LLC
Rev. 07-01-18

Page 7 ends

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

ClTY OF SANTA CLARA, CAUFORN(A
a chartered California municipal corporation
Approved as to Form:

City Attorney
uf DE N A !J. SANT ANA
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: {408) 615-2210
Fax: (408) 241-6771
"CITY"

E SOURCE COMPANIES, LLC
A Delaware registered limited liability company
Dated: __,M----4y;;:..:....a.r-"--'-u~~- 'L_ t---'----+-'1,e.._.~--""-Z,_o ______ _ By (Signature): r---'\~ _ _,__----"LC=.c:....---'--'-.U....:...----------- N am e: Kym Wootton
Title: Vice President of Operations
Principal Place of 17 45 38th Street
Busrness Address: Boulder, CO 80301
Email Address: kym [email protected]
Telephone: (303) 345-9168
"CONTRACTOR"
Agreement with E Source Companies, LLC
Rev. 07-01-18

Page 8 ends

EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are set forth below.

Account Management Service 2/01 /2020-1 /31 /2021
Addresses topics including:
• Account management organizational optimization and best practices • Key account and sector strategic planning
• Business customer service segmentation
• Sector-specific analysis and reporting
• Improving business customer satisfaction
• Identification of business customer growth and risk potential Service includes:
• Online access to our full library of account management publications and past events
• Ask E Source privileges within the content area of this service • Access to Sector Snapshots, which are detailed industry overviews covering energy technologies used and energy-efficiency strategies • Participation in account management web conferences and peer sharing calls • Access to scheduled quarterly strategic meetings with the practice director and research team to assist with your pressing account management strategy questions
• Access to Key Account Plan and Strategic Sector Plan templates • Access to results from our Large Business and Small and Midsize Business Gap and Priority Benchmarks, surveys that assesses the needs and satisfaction of business customers; participating utilities get access to an online dashboard, with full companywide data and rankings, as well as individualized gap-and-priority analysis with an E Source expert; nonparticipating utilities get access to the research results report
• Access to results from our Account Management Assessment, a survey of utility account management practices and strategic approaches to managing business customers; participating utilities get access to an online dashboard with companywide data and rankings; nonparticipating utilities get access to the research results report
• Access to E Source Energy RFP, a database that catalogs current and archived requisitions issued by utilities, public power associations, public utilities commissions, regional energy-efficiency organizations, and government entities
• Invitation to participate in the Account Management Leadership Council • Registration to the annual E Source Forum
Agreement with E Source Companies, LLC /Exhibit A-Scope of Services Rev. 07-01-18

Page 1 ends

Business Marketing Service 2/01/2020--1/31 /2021
Addresses topics including:
• Program and product marketing results
• Engaging small and midsize businesses
• Targeting and segmenting business customers for marketing • Business customer interest in new products and services SeNice includes:
• Access to our full library of business marketing and communications publications and past events
• Ask E Source privileges within the content area of this service • Participation in business marketing and communications web conferences and peer sharing calls
• Access to scheduled quarterly strategic meetings with the practice director and research team to assist with your pressing business marketing strategy questions
• Access to Socialights: Business, a report that provides insights into how utilities are leveraging social media marketing to reach their business customers • Access to E Source Energy AdVision, our online database of thousands of business energy-related print, audio, and video ads
• Access to the E Source Business Customer Insights Center, an online dashboard with information on the energy-management needs and attitudes of small, midsize, and large businesses across 17 sectors
• Access to results from our Utility Marketing Survey, a survey of utility marketing professionals on topics such as budgets and resources, channels and messaging, segmentation, and metrics used to measure success • Access to E Source Energy RFP, a database that catalogs current and archived requisitions issued by utilities, public power associations, public utilities commissions, regional energy-efficiency organizations, and government entities
• Invitation to participate in the Marketing and Communications Leadership Council
• Registrations to the annual E Source Forum
Demand-Side Management Service 2/01/2020-1/31/2021
Addresses topics including:
• Energy-efficiency, behavior, and demand-response programs • Program design, incentives, implementation, evaluation, budgets, goals, and results
• Trade ally network structure, training, and communication • Role and expertise of third-party program-delivery contractors • Requisition process support, including sample RFPs and validation of program design, cost proposals, and performance claims
• Regulatory and policy environments (lost revenue, decoupling, and performance incentives)
Agreement with E Source Companies, LLC /Exhibit A-Scope of Services Rev. 07-01-18

Page 2 ends

Service includes:
• Online access to our full library of DSM publications and past events • Ask E Source privileges within the content area of this service • Participation in DSM web conferences and peer sharing calls • Access to E Source Energy RFP, our database that catalogs current and archived requisitions issued by utilities, public power associations, public utilities commissions, regional energy-efficiency organizations, and government entities
• Access to E Source Energy Vendor IQ, our database of DSM vendor profiles, designed to help utilities through the vendor-selection process • Access to E Source DSMdat, our online database of more than 5,000 utility programs throughout North America
• Access to the E Source DSM Evaluation Library, our comprehensive, easily searchable database of North American impact and process evaluations • Invitation to participate in the DSM Executive Council • Registrations to the annual E Source Forum
E-Channel Service 2/01 /2020-1 /31 /2021
Addresses topics including:
• Website features, functionality, and usability
• Chat and email best practices
• Paperless billing adoption and online tender types
• Online security
• Self-service
• Mobile and texting strategies
Service includes:
• Access to our full library of e-channel publications and past events • Ask E Source privileges within the content area of this service • Access to the CX Resource Center
• Participation in e-channel web conferences and peer sharing calls • Access to the E Source Utility Website Design Center, a resource for improving your website; includes screen shots, best practices, and other recommended design considerations
• Access to results from our Review of North American Electric and Gas Company Websites that looks across the industry to understand digital trends and make suggestions for improvements
• One company-specific residential website assessment report (conducted as part of the benchmark or within 90 days of request; if shorter timelines are necessary, an additional charge will be incurred); additional assessments are available for an incremental cost
• Access to quarterly strategic meetings with the practice director and research team to assist with web enhancements, updates, and redesigns Agreement with E Source Companies, LLC /Exhibit A-Scope of Services Rev. 07-01-18

Page 3 ends

• Access to results from our Digital Metrics Survey, which helps utilities compare their digital metrics to those of other electric and gas companies • Access to results from our Omnichannel Survey, a diagnostic survey for utilities looking to improve customer experience and provide a business case for adjusting internal investments in their e-channel efforts • Access to results from our Residential Utility Customer Survey, which reveal residential customers' digital preferences
• Access to E Source Energy RFP, a database that catalogs current and archived requisitions issued by utilities, public power associations, public utilities commissions, regional energy-efficiency organizations, and government entities
• Invitation to participate in the Customer Experience Leadership Council • Registrations to the annual E Source Forum
Technology Assessment Service 2/01 /2020-1/31 /2021
Addresses topics including:
• Energy end-use technologies and how they work
• Estimating energy savings of end-use technologies and examining the underlying assumptions
• New technology-screening methods and results
• Best technologies for specific applications
• Technology vendor information and costs
• Distributed energy resource technologies and how they work • Best practices for impact evaluation methodologies
Service includes:
• Online access to our full library of technology assessment publications and past events
• Ask E Source privileges within the content area of this service • Access to our resource centers for smart thermostats, emerging tech, LED lighting, black-box technologies, electric vehicles, market sector snapshots, and more
• Participation in technology assessment web conferences, including the biannual Tech Roundup, and peer sharing calls
• Access to E Source Energy RFP, our database that catalogs current and archived requisitions issued by utilities, public power associations, public utilities commissions, regional energy-efficiency organizations, and government entities
• Access to results from our Residential Utility Customer Survey, which reveal residential customers' preferences for technologies and technology adoption • Invitation to participate in the Technology Leadership Council • Registrations to the annual E Source Forum
Agreement with E Source Companies, LLC /Exhibit A-Scope of Seivices Rev. 07-01-18
Page4

EXHIBIT B

SCHEDULE OF FEES
Contractor will bill City on an annual basis for Services provided by Contractor prior to providing service on an invoice and in a format approved by City and subject to verification and approval by City. City will pay Contractor within thirty (30) days of City's receipt of an approved invoice.

Product Renewals
E-Channel Service
Demand Side Management
Technology Assessment Service
Business Marketing Service
Account Management Service
TOTAL
2020 Pricing
$16,527
$14,812
$14,812
$17,488
$32,334
$95,973 USD
Agreement with E Source Companies, LLC/Exhibit B-Schedule of Fees Rev. 07-01-18

Page 1 ends

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 each occurrence
$1,000,000 general aggregate
$1,000,000 products/completed operations aggregate
$1,000,000 personal injury

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

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

Agreement with E Source Companies, LLC/Exhibit C-lnsurance Requirements Rev. 07-01-18

Page 1 ends

C. WORKERS' COMPENSATION

1. Workers' Compensation Insurance Policy as required by statute and employer's liability with the following limits: at least one million dollars ($1,000,000) policy limit Illness/Injury by disease, and one million dollars ($1,000,000) for each Accident/Bodily Injury.

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

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

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

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

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

Agreement with E Source Companies, LLC/Exhibit C-lnsurance Requirements Rev. 07-01-18

Page 2 ends

4. b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non renewal.

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

E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

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

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, Agreement with E Source Companies, LLC/Exhibit C-lnsurance Requirements Rev. 07-01-18

Page 3 ends

satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.

Upon City's request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara Electric Department
P.O. Box 100085- S2 or 1 Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
H. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with E Source Companies, LLC/Exhibit C-lnsurance Requirements Rev. 07-01-18

Page 4 ends

Ebix Insurance No. S200001421
Amendment No. 1 to Agreement/E Source Companies, LLC Page 1 Rev. 10/25/19
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

E SOURCE COMPANIES, LLC

PREAMBLE
This agreement (“Amendment No. 1”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and E Source Companies, LLC a Delaware Registered Limited Liability Company, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement for Services Between the City of Santa Clara, California and E-Source Companies, LLC, dated April 13, 2020 (Agreement);
B. The Parties entered into the Agreement for the purpose of having Contractor provide subscription services to with access to information and resources related to account management, business marketing, technology assessment, demand- side management, and E-Channel service; and
C. The City is satisfied with the Service and the Parties now wish to amend the Agreement to extend the term until January 31, 2023 including future options to extend the Agreement and increase the maximum compensation to $183,061 NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement, entitled “TERM OF AGREEMENT” is amended to read as follows: Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on February 1, 2020 and terminate on January 31, 2023. The Parties may agree by written amendment to this Agreement to extend the term for up to nine (9) additional one-year terms

2. Section 6 of the Agreement, entitled “Compensation and Payment” is amended to read as follows: In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is one hundred eighty- three thousand sixty-one dollars ($183,061.00), subject to budget appropriations, which includes all payments that may be authorized for Services and for Amendment No. 1 to Agreement/E Source Companies, LLC Page 2 Rev. 10/25/2019
expenses, supplies, materials and equipment required to perform the Services.

All work performed or materials provide din excess of the maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstances.

3. Exhibit A – Scope of Services is amended to read as set forth in Exhibit A – Scope of Services Amended February 1, 2022.

4. Exhibit B – Schedule of Fees is amended to read as set forth in Exhibit B – Compensation and Fee Schedule Amended February 1, 2022.

Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

Office of the City Attorney
City of Santa Clara

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

E SOURCE COMPANIES, LLC
a Delaware registered limited liability company

Dated:

By (Signature):

Name: KELLY DIETZ
Title: SVP of Sales
Principal Place of
Business Address:
1745 38th Street
Boulder, CO 80301
Email Address: [email protected]
Telephone: (678) 231-8411
“CONTRACTOR”

Amendment No. 1 to Agreement/E Source Companies, LLC/Exhibit A Page 3 Rev. 10/25/19
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

E SOURCE COMPANIES, LLC

EXHIBIT A – SCOPE OF SERVICES
AMENDED FEBRUARY 1, 2022

The Services to be performed for the City by the Contractor under this Agreement include the following subscription services. Only subscription services are authorized under this Agreement:

1. Account Management Subscription Service

1.1 Account Management Subscription Service addresses the following topics.

1.1.1 Account management organizational optimization and best practices

1.1.2 Key account and sector strategic planning

1.1.3 Business customers service segmentation

1.1.4 Sector specific analysis and reporting

1.1.5 Improving business customer satisfaction

1.1.6 Identification of business customer growth and risk potential

1.2 Under Account Management Subscription Services, Contractor will provide the City with the following:

1.2.1 Online access to Contractor’s full library of account management publications and past events

1.2.2 Ask E Source privileges within the content area of this service

1.2.3 Access to Sector Snapshots - detailed industry overviews covering energy technologies used and energy-efficiency strategies

1.2.4 Participation in account management web conferences and peer sharing calls

1.2.5 Access to Key Account Plan and Strategic Sector Plan templates

1.2.6 Access to results from Contractor’s Large Business and Small and Midsize Business Gap and Priority Benchmarks: surveys that assesses the needs and satisfaction of business customers.

Participating utilities get access to an online dashboard, with full companywide data and rankings, as well as individualized gap-and- priority analysis with an E Source expert; nonparticipating utilities get access to the research results report
Amendment No. 1 to Agreement/E Source Companies, LLC/Exhibit A Page 4 Rev. 10/25/2019

1.2.7 Access to results from Contractor’s Account Management Assessment, a survey of utility account management practices and strategic approaches to managing business customers; participating utilities get access to an online dashboard with companywide data and rankings; nonparticipating utilities get access to the research results report

1.2.8 Access to E Source Energy RFP, a database that catalogs current and archived requisitions issued by utilities, public power associations, public utilities commissions, regional energy-efficiency organizations, and government entities

1.2.9 Invitation to participate in the Account Management Leadership Council

1.2.10 Registration to the annual E Source Forum

2. Business Marketing Subscription Service

2.1 Business Marketing Subscription Service addresses the following topics.

2.1.1 Program and product marketing results

2.1.2 Engaging small and midsize businesses

2.1.3 Targeting and segmenting business customers for marketing

2.1.4 Business customer interest in new products and services

2.2 Under Business Marketing Subscription Services, Contractor will provide the City with the following:

2.2.1 Access to Contractor’s full library of business marketing and communications publications and past events

2.2.2 Ask E Source privileges within the content area of this service

2.2.3 Participation in business marketing and communications web conferences and peer sharing calls

2.2.4 Access to Socialights: Business - a report that provides insights into how utilities are leveraging social media marketing to reach their business customers

2.2.5 Access to E Source Energy AdVision, Contractor’s online database of thousands of business energy-related print, audio, and video ads

2.2.6 Access to the E Source Business Customer Insights Center - an online dashboard with information on the energy-management needs and attitudes of small, midsize, and large businesses across 17 sectors

2.2.7 Access to results from Contractor’s Utility Marketing Survey, a survey of utility marketing professionals on topics such as budgets and resources, channels and messaging, segmentation, and metrics used to measure success
Amendment No. 1 to Agreement/E Source Companies, LLC/Exhibit A Page 5 Rev. 10/25/2019

2.2.8 Access to E Source Energy RFP, a database that catalogs current and archived requisitions issued by utilities, public power associations, public utilities commissions, regional energy-efficiency organizations, and government entities

2.2.9 Invitation to participate in the Marketing and Communications Leadership Council

2.2.10 Registrations to the annual E Source Forum

3. Demand-Side Management (DSM) Subscription Service

3.1 Demand-Side Management Service addresses the following topics:

3.1.1 Energy-efficiency, behavior, and demand-response programs

3.1.2 Program design, incentives, implementation, evaluation, budgets, goals, and results

3.1.3 Trade ally network structure, training, and communication

3.1.4 Role and expertise of third-party program-delivery contractors

3.1.5 Requisition process support, including sample RFPs and validation of program design, cost proposals, and performance claims

3.1.6 Regulatory and policy environments (lost revenue, decoupling, and performance incentives)

3.2 Under DSM Subscription Services, Contractor will provide the City with the following:

3.2.1 Online access to Contractor’s full library of DSM publications and past events

3.2.2 Ask E Source privileges within the content area of this service

3.2.3 Participation in DSM web conferences and peer sharing calls

3.2.4 Access to E Source Energy RFP, Contractor’s database that catalogs current and archived requisitions issued by utilities, public power associations, public utilities commissions, regional energy-efficiency organizations, and government entities

3.2.5 Access to E Source Energy Vendor IQ, Contractor’s database of DSM vendor profiles, designed to help utilities through the vendor-selection process

3.2.6 Access to E Source DSMdat, Contractor’s online database of more than 5,000 utility programs throughout North America

3.2.7 Access to the E Source DSM Evaluation Library, Contractor’s comprehensive, easily searchable database of North American impact and process evaluations

3.2.8 Invitation to participate in the DSM Executive Council

3.2.9 Registrations to the annual E Source Forum
Amendment No. 1 to Agreement/E Source Companies, LLC/Exhibit A Page 6 Rev. 10/25/2019

4. Technology Assessment Subscription Service:

4.1 Technology Assessment Subscription Service addresses the following topics:

4.1.1 Energy end-use technologies and how they work

4.1.2 Estimating energy savings of end-use technologies and examining the underlying assumptions

4.1.3 New technology-screening methods and results

4.1.4 Best technologies for specific applications

4.1.5 Technology vendor information and costs

4.1.6 Distributed energy resource technologies and how they work

4.1.7 Best practices for impact evaluation methodologies

4.2 Under Technology Assessment Subscription Service, Contractor will provide the City with the following:

4.2.1 Online access to Contractor’s full library of technology assessment publications and past events

4.2.2 Ask E Source privileges within the content area of this service

4.2.3 Access to Contractor’s resource centers for smart thermostats, emerging tech, LED lighting, black-box technologies, electric vehicles, market sector snapshots, and more

4.2.4 Participation in technology assessment web conferences, including the biannual Tech Roundup, and peer sharing calls

4.2.5 Access to E Source Energy RFP, Contractor’s database that catalogs current and archived requisitions issued by utilities, public power associations, public utilities commissions, regional energy-efficiency organizations, and government entities

4.2.6 Access to results from Contractor’s Residential Utility Customer Survey, which reveal residential customers’ preferences for technologies and technology adoption

4.2.7 Invitation to participate in the Technology Leadership Council

4.2.8 Registrations to the annual E Source Forum

Amendment No. 1 to Agreement/E Source Companies, LLC/Exhibit B Page 7 Rev. 10/25/19
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

E SOURCE COMPANIES, LLC

EXHIBIT B - SCHEDULE OF FEES
AMENDED FEBRUARY 1, 2022

1. Compensation:

1.1. The maximum amount billed to City by Contractor for services under this Agreement as Amended will not exceed one hundred eighty-three thousand sixty-one dollars ($183,061).

1.2. Contractor shall invoice annually for selected subscription services as specified in Table 1 below:

Table 1: Pricing

Subscription Service 2020-2021
Pricing
2022-2023
Pricing
Account Management Subscription Service $32,334 $35,444 Business Marketing Subscription Service $17,488 $19,170 Technology Assessment Subscription Service $14,812 $16,237 Demand Side Management Subscription Service $14,812 $16,237 E-Channel Subscription Service $16,527 -0-
Total $95,973 $87,088

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1667 Agenda Date: 1/25/2022

REPORT TO COUNCIL

SUBJECT
Action to Amend and Include Approved Consultant Agreements for Plan Review and Inspection Services for City Projects

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services

BACKGROUND
In November 2019, the City conducted a competitive procurement process for plan review and inspection services resulting in recommendation of award to 12 consulting firms (Attachment 1).

1. 4Leaf, Inc.

2. APC International, Inc.

3. Bureau Veritas North America, Inc.

4. CSG Consultants, Inc.

5. Gates Associates

6. Interwest Consulting Group, Inc.

7. Jason Addison Smith, Inc. (JAS Pacific)

8. Metropolitan Planning Group

9. NV5

10. Shums Coda Associates, Inc.

11. TRB & Associates, Inc.

12. West Coast Code Consultants, Inc.

Of the approved firms listed above, the Building Division (Division) has used Jason Addison Smith Consulting Services, Inc. (dba JAS Pacific), Shums Coda Associates, Inc., TRB + Associates, Inc. and West Coast Code Consultants, Inc.’s plan review and inspection services. Two other firms, Synergetic Consulting (a software consulting service) and Plan Review Consultants, Inc. are not included in the list above but already had existing ongoing agreements with the Division. In February 2021, an aggregate maximum compensation of $2.4 million was approved to be used across all 6 of the aforementioned firms. The $2.4 million was sourced from the Division’s fee generated revenue and has no impact to the General Fund.

The purpose of this report is to request authorization to execute and amend agreements with four additional vendors from the list of approved firms above; specifically: 4Leaf, Inc.; Bureau Veritas North America, Inc.; CSG Consultants, Inc.; and Interwest Consulting Group, Inc. for plan review and inspection services. In addition, the Division seeks to increase the maximum aggregate compensation by $500,000 (from $2.4 million to $2.9 million).

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DISCUSSION
The Community Development Department’s Building Division continues to experience record levels of permit, plan review and inspection activity in residential and commercial developments. In an effort to provide and maintain the highest level of service to our community, additional agreements are needed to meet the demands of plan review and inspection services due to the surge in activities and staff constraints.

Activity data tracking indicates that from January 2021 to December 2021, the valuation of applications received in the Building Division amounted to $1.3 billion. Some of the City’s largest developments will be or are currently in the plan review phase or are active and under construction.

The Division’s need to provide exceptional plan review and inspection services has not decreased.

Submittals for data centers and major tenant improvements continue to flow in. At the same time, the community’s smaller or mid-size residential and business/commercial permitting and plan review services have not decreased and still require staff’s careful evaluation. An example of a typical larger development includes multi-level residential units (407 units) and multi-level garages, a new 8 story 565,000 square foot building, and a 6-story office building with affordable housing units. Additionally, the industrial and manufacturing sector are directly engaged in efforts to combat COVID-19 and the global chip shortage. These firms rely on the fast and efficient, highly specialized and technical services provided by the Building Division.

The use of consultants has proven to be a key strategy and is necessary to cover workload demands resulting from surges in activity and the numerous position vacancies.

Staff is recommending that the four firms below from the approved list be included in the Division’s list of consultants:
· 4Leaf, Inc.
· Bureau Veritas North America, Inc.
· CSG Consultants, Inc. and
· Interwest Consulting Group, Inc.

Increasing the number of firms that provide plan review will give staff more flexibility and capacity to utilize consultant services to process building permit applications. Staff is also recommending an increase of $500,000 for the overall aggregate amount to reflect the increased workload. The Division plans to conduct a new competitive bidding process in the future before the agreements reach their respective expiration terms.

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

FISCAL IMPACT
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The Building Division operates based upon a 100% cost recovery model with permit fees intended to cover the full costs of service delivery and as a part of the FY 2021/22 Adopted Budget, all Building Division activity is now reflected in the Building Development Service Fund.

The continued accelerated pace of development activity in the City and high level of vacancies in the division has increased the need for the City to use consultants to meet current development demand.

The proposed increase of $500,000 (for total of $2,949,000) for plan review and inspection services provided by consultants for the Building Division is budgeted as part of the FY 2021/22 Adopted Budget, and no additional budgetary action is required. Appropriations needed in future years will be requested as part of the regular biennial budget process.

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

RECOMMENDATION

1. Approve and authorize the City Manager to execute Agreements or Amendments with the following firms for plan review and inspection services beginning on January 26, 2022 and ending on November 24, 2024:

1. 4Leaf, Inc. Amendment No. 1

2. Bureau Veritas North America, Inc. Agreement

3. CSG Consultants, Inc. Amendment No. 1

4. Interwest Consulting Group, Inc. Agreement

5. Jason Addison Smith Consulting Services, Inc. (JAS Pacific) Amendment No. 2

6. Plan Review Consultants, Inc. Amendment No. 4

7. Shums Coda Associates Inc. Amendment No. 5

8. Synergetic Consulting Amendment No. 2

9. TRB + Associates, Inc. Amendment No. 5

10. West Coast Code Consultants, Inc. Amendment No. 3; and

2. Authorize the City Manager to increase the maximum aggregate compensation by $500,000 for a new revised amount of $2,949,000 across all ten firms listed below:

1. 4Leaf, Inc. Amendment No. 1

2. Bureau Veritas North America, Inc. Agreement

3. CSG Consultants, Inc. Amendment No. 1

4. Interwest Consulting Group, Inc. Agreement

5. Jason Addison Smith Consulting Services, Inc. (JAS Pacific) Amendment No. 2

6. Plan Review Consultants, Inc. Amendment No. 4

7. Shums Coda Associates, Inc. Amendment No. 5

8. Synergetic Consulting Amendment No. 2

9. TRB + Associates, Inc. Amendment No. 5

10. West Coast Code Consultants, Inc. Amendment No. 3.

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22-1667 Agenda Date: 1/25/2022
Reviewed by: Andrew Crabtree, Director, Community Development Department Approved by: Deanna J. Santana, City Manager

ATTACHMENTS

1. Master List from 2019 Report to Council

2. 4Leaf, Inc. Amendment No. 1

3. Bureau Veritas North America, Inc. Agreement

4. CSG Consultants, Inc. Amendment No. 1

5. Interwest Consulting Group, Inc. Agreement

6. Jason Addison Smith Consulting Services, Inc. (JAS Pacific) Amendment No. 2

7. Plan Review Consultants, Inc. Amendment No. 4

8. Shums Coda Associates, Inc. Amendment No. 5

9. Synergetic Consulting Amendment No. 2

10. TRB + Associates, Inc. Amendment No. 5
11 West Coast Code Consultants, Inc. Amendment No. 3
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Attachment 1
Master List from 2019 Report to Council 19-1009

The finalists in the respective service areas are listed in the table below.

Building
(8)*
Public
Works
(5)*
Parks and
Recreation
(3)*

Planning
(3)*

Fire
(3)*

Electrical
(1)*ⱽ

Landfill
(1)*

Water
(1)*˟
4Leaf, Inc. X X
APC
International,
Inc.

X X
Bureau Veritas X X
CSG
Consultants,
Inc.

X X X X
Gates
Associates
X
Interwest
Consulting
Group, Inc.

X X
Jason Addison
Smith
X
Metropolitan
Planning Group
X
NV5 X X X X x X
Shums Coda
Associates
X X
TRB &
Associates, Inc.

X
West Coast
Code
Consultants, Inc
X
*Total number of consultants selected for the specified service area ⱽConsultant selected for both Electrical service areas. ˟Consultant selected for both Water service areas
Notice of Intended Award: A Notice of Intended Award (NOIA) announcing the City’s 12 shortlisted consultants was issued on July 3, 2019. The RFQ process included a ten- day protest period which ended on July 13, 2019. No protests were received.

Summary of Agreements:

Additionally, as appropriate, the shortlisted consultants could potentially be engaged to provide plan check review and field services for other City projects through various Departments. Separate agreements would be executed if the City determines these services are needed, and each such agreement would be subject to the annual appropriation of funds.

- - - - - - - -
I I 11
11 _J L Li
11 ~ 7
Li
Amendment No. 1 to Agreement/ 4Leaf, Inc. Page 1
Rev. 10/25/19
Ebix Insurance No. S200004375

AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
4LEAF, INC.

PREAMBLE
This agreement (“Amendment No. 1”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and 4Leaf, Inc., a California corporation, (Consultant). City and Consultant may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement for Services Between the City of Santa Clara, California and 4Leaf, Inc., with an effective date of February 1, 2020 (Agreement); and
B. The Parties entered into the Agreement for the purpose of having Consultant provide plan check review consultant services, and the Parties now wish to amend the Agreement to increase the amount billed under the Agreement for a maximum aggregate compensation not to exceed $2,949,000 for ten consultant firm agreements.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 6 of the Agreement, entitled “Compensation and Payment,” is hereby amended to read as follows:

“6. COMPENSATION AND PAYMENT

A. In consideration for Consultant’s complete performance of Services, City shall pay Consultant for all materials provided and Services rendered by Consultant in accordance with Exhibit B, entitled "SCHEDULE OF FEES."

B. Consultant acknowledges that Consultant is one of 10 companies selected to perform related services for the City in response to an RFP, and City will be utilizing the services of all 10 companies, pursuant to 10 separate agreements (collectively, the “Plan Check Agreements”). Those 10 companies, and the effective dates of the applicable Plan Check Agreements, are as follows:

Amendment No. 1 to Agreement/4Leaf, Inc. Page 2
Rev. 10/25/2019

1. Jason Addison Smith Consulting Services, Inc., effective November 1, 2019, amended March 4, 2021;

2. Plan Review Consultants, Inc., effective July 19, 2016, amended Aug. 28, 2017, amended May 14, 2019, amended February 24, 2021;

3. Shums Coda Associates, Inc., effective June 23, 2015, amended June 6, 2016, amended Sep. 26, 2017, amended May 14, 2019, amended February 24, 2021;

4. Synergetic Consulting, effective July 8, 2019, amended March 4, 2021;

5. TRB + Associates, Inc., effective Aug. 18, 2015, amended Apr. 8, 2016, amended Sep. 5, 2017, amended May 14, 2019, amended February 24, 2021;

6. West Coast Code Consultants, Inc., effective Nov. 1, 2018, amended July 1, 2019, amended March 4, 2021;

7. 4Leaf, Inc., effective February 1, 2020;

8. CSG Consultants, Inc., effective February 1, 2020;

9. Bureau Veritas North America, Inc.;

10. Interwest Consulting Group, Inc.

C. Consultant further acknowledges that City is concurrently executing additional amendments to the first eight of the Plan Check Agreements listed above, and executing new agreements with Bureau Veritas North America and Interwest Consulting Group, to include language similar to this section 6 (the “Plan Check Agreements As Amended”);

D. The aggregate maximum compensation of the Plan Check Agreements As Amended is two million, nine hundred forty-nine thousand dollars ($2,949,000), subject to budget appropriations, which includes all payments that may be authorized for Services, expenses, supplies, materials and equipment required to perform the Services under this Agreement or under any of the Plan Check Agreements As Amended. All work performed or materials provided in excess of the maximum compensation shall be at Consultant’s expense. Consultant shall not be entitled to any payment above the maximum compensation under any circumstance.

E. Consultant further acknowledges that there are no minimum usage requirements and no commitment for a minimum number of hours.”

2. A new Section 26 is hereby added to the Agreement to read as follows:
“26. STATEMENTS OF ECONOMIC INTERESTS
In accordance with the California Political Reform Act (Government Code section 81000 et seq.) and the City’s Conflict of Interest Code, Consultant shall cause each person who will be principally responsible for providing the Services and deliverables under this Agreement to do each of the following:

Amendment No. 1 to Agreement/4Leaf, Inc. Page 3
Rev. 10/25/2019
A. Complete a Form 700 for the disclosure categories of economic interests specified in the City’s Conflict of Interest Code; B. File the Form 700 no later than thirty (30) calendar days after the date the person begins performing services under the Agreement, and all subsequent Form 700s in conformance with the
requirements specified in the California Political Reform Act; and C. File the Form 700 with the City’s Clerk Office.”

3. Subsection 1.1 of Section 1 (“Maximum Compensation”) of Exhibit B (“Compensation”) of the Agreement is hereby amended to read as follows:
“The maximum aggregate compensation of the Plan Check Agreements As Amended is two million, nine hundred forty-nine thousand dollars ($2,949,000), subject to budget appropriations, which includes all payments that may be authorized for Services, expenses, supplies, materials and equipment required to perform the Services under this Agreement or under any of the Plan Check Agreements As Amended.”

4. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

City of Santa Clara
Office of the City Attorney
DEANNA J. SANTANA
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”

4LEAF, INC.
a California corporation

Dated:

Amendment No. 1 to Agreement/4Leaf, Inc. Page 4
Rev. 10/25/2019
By (Signature):

Name: Kevin Duggan
Title: President
Principal Place of
Business Address:
2126 Rheem Drivee
Pleasanton, CA 94588
Email Address: [email protected]
Telephone: (925) 462-5959
Fax: (925) 462-5958
“CONSULTANT”
Agreement with Bureau Veritas North America, Inc. Page 1 Rev. 07-01-18
EBIX Insurance No. *S200003260

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
BUREAU VERITAS NORTH AMERICA, INC.

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Bureau Veritas North America, Inc. a Delaware corporation (Consultant). City and Consultant may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled “Scope of Services”;
B. Consultant represents that it, and its subconsultants, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A – Scope of Services
Exhibit B – Compensation
Exhibit C – Insurance Requirements
Exhibit D – Task Order Form
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, Agreement with Bureau Veritas North America, Inc. Page 2 Rev. 07-01-18
whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on January 26, 2022 and terminate on October 31, 2024.

B. After the Initial Term, the City reserves the right, at its sole discretion, to extend the term of this Agreement for an additional five-year period ending October 31, 2029 (“Option Period”). City shall provide Consultant with no less than thirty (30) days prior written notice of its intention to exercise its option to extend the term of this Agreement.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
A. General: The Consultant will provide services to the City as set forth in Exhibit A and as further described pursuant to individual task orders (Exhibit D). Each Task Order will describe the services and deliverables (collectively “Work”) the Consultant must provide, the time limit within which the Consultant must complete the Work and the compensation for the Work.

B. Approved Task Order: The City will not compensate the Consultant for any Work until the City has executed the task order for such Work (“Approved Task Order”).

C. Obligation to Issue: The City has no obligation to issue any Approved Task Orders under this Agreement.

D. Each Approved Task Order shall be subject to the terms and conditions of this Agreement.

4. WARRANTY
Consultant expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based. Consultant agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Consultant. If Consultant fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Consultant for the cost incurred by City.

Agreement with Bureau Veritas North America, Inc. Page 3 Rev. 07-01-18

5. QUALIFICATIONS OF CONSULTANT - STANDARD OF CARE
Consultant represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Consultant’s representations regarding its skills and knowledge. Consultant shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.

6. COMPENSATION AND PAYMENT

1. Jason Addison Smith Consulting Services, Inc., effective November 1, 2019, amended March 4, 2021;

2. Plan Review Consultants, Inc., effective July 19, 2016, amended Aug. 28, 2017, amended May 14, 2019, amended February 24, 2021;

3. Shums Coda Associates, Inc., effective June 23, 2015, amended June 6, 2016, amended Sep. 26, 2017, amended May 14, 2019, amended February 24, 2021;

4. Synergetic Consulting, effective July 8, 2019, amended March 4, 2021;

5. TRB + Associates, Inc., effective Aug. 18, 2015, amended Apr. 8, 2016, amended Sep. 5, 2017, amended May 14, 2019, amended February 24, 2021;

6. West Coast Code Consultants, Inc., effective Nov. 1, 2018, amended July 1, 2019, amended March 4, 2021;

7. 4Leaf, Inc., effective February 1, 2020;

8. CSG Consultants, Inc., effective February 1, 2020;

9. Bureau Veritas North America, Inc. (this Agreement);

10. Interwest Consulting Group, Inc.

C. Consultant further acknowledges that City is concurrently executing additional amendments to the first eight of the Plan Check Agreements listed above, and executing a new agreement with Interwest Consulting Group, to include Agreement with Bureau Veritas North America, Inc. Page 4 Rev. 07-01-18
language similar to this section 6 (the “Plan Check Agreements As Amended”);

E. Consultant further acknowledges that there are no minimum usage requirements and no commitment for a minimum number of hours.

B. Termination for Default. If Consultant fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Consultant.

C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Consultant will deliver to City all City information or material that Consultant has in its possession.

8. ASSIGNMENT AND SUBCONTRACTING
City and Consultant bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Consultant shall not hire subconsultants without express written permission from City.

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

Agreement with Bureau Veritas North America, Inc. Page 5 Rev. 07-01-18

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

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

11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Consultant and all other written information submitted to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Consultant which is otherwise known to Consultant or becomes generally known to the related industry shall be deemed confidential.

12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Consultant may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Consultant shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.

13. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Consultant for the purpose of verifying any and all charges made by Consultant in connection with Consultant compensation under this Agreement, including termination of Consultant. Consultant agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Consultant shall bear the Agreement with Bureau Veritas North America, Inc. Page 6 Rev. 07-01-18
cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

Consultant shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Consultant agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to Consultant’s Services hereunder.

14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Consultant agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Consultant pursuant to this Agreement – including claims of any kind by Consultant’s employees or persons contracting with Consultant to perform any portion of the Scope of Services – and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

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

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

15. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Consultant shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.

Agreement with Bureau Veritas North America, Inc. Page 7 Rev. 07-01-18

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

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

City of Santa Clara
Attention: CDD/Building Division
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]

And to Consultant addressed as follows:

Bureau Veritas North America, Inc.
180 Promenade Circle, Suite 150
Sacramento, CA 95834
Attention: Craig Baptista
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

An e-mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

18. COMPLIANCE WITH LAWS
Consultant shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Consultant’s attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Consultant has read and agrees to comply with City’s Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).

Agreement with Bureau Veritas North America, Inc. Page 8 Rev. 07-01-18

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

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

21. NO USE OF CITY NAME OR EMBLEM
Consultant shall not use City’s name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

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

Agreement with Bureau Veritas North America, Inc. Page 9 Rev. 07-01-18

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

26. STATEMENTS OF ECONOMIC INTERESTS
In accordance with the California Political Reform Act (Government Code section 81000 et seq.) and the City’s Conflict of Interest Code, Consultant shall cause each person who will be principally responsible for providing the Services and deliverables under this Agreement to do each of the following:

A. Complete a Form 700 for the disclosure categories of economic interests specified in the City’s Conflict of Interest Code; B. File the Form 700 no later than thirty (30) calendar days after the date the person begins performing services under the Agreement, and all subsequent Form 700s in conformance with the
requirements specified in the California Political Reform Act; and C. File the Form 700 with the City’s Clerk Office.

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

BRIAN DOYLE
City Attorney

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

BUREAU VERITAS NORTH AMERCIA, INC.
a Delaware corporation

Dated:

By (Signature):

Agreement with Bureau Veritas North America, Inc. Page 10 Rev. 07-01-18
Name:

Title:

Principal Place of
Business Address:
180 Promenade Circle, Suite 150
Sacramento, CA 95834
Email Address:

Telephone: (916) 725-4200
Fax: (916) 725-8242
“CONSULTANT”

Agreement with Bureau Veritas North America, Inc./ Page 1 Exhibit A-Scope of Services
Rev. 07-01-18

EXHIBIT A

SCOPE OF SERVICES
The Consultant shall provide plan check review and field inspection consultant services for the following service areas: A) Building; and B) Public Works. 1 GENERAL

1.1 Consultant shall communicate and coordinate with the City review team and report to the designated City representative(s).

1.2 Consultant shall meet with City, other third-party consultant(s), developers, and their design consultants.

1.3 Consultant shall review developers’ plans specific to the service areas in Section 2 below.

1.4 Consultant shall review plan revisions as they are submitted to the City for approval during design and/or construction, and provide plan check review comments, recommendations, and action items summaries.

1.5 Consultant shall inspect developers’ public and private improvements.

1.6 Consultant shall provide construction management as required. 2 SERVICE AREAS

2.1 Building Transmission Consultant Services

2.1.1 Consultant shall provide a list of the professional(s)-in-charge and plan reviewers affiliated with the third-party consultant, who certify, supervise and/or perform third party plan review.

2.1.2 Consultant shall create and maintain a quality assurance plan, describing method or plan that the third-party consultant uses to maintain the quality of all plan review services it provides.

2.1.3 Consultant shall meet with City staff or developer as required by City to answer code or project related questions.

2.1.4 Any high-rise building or unconventional structural system, such as base isolator, will require an additional independent structural peer review. Consultant shall coordinate with the selected structural peer reviewer and the City.

2.1.5 Consultant shall provide construction administration service as required, including, but not limited to, processing requests for information, reviewing deferred submittals and field revisions.

2.1.6 Consultant shall provide Building Field Inspection services for developer projects including, but not limited to, verification of compliance with State of California construction codes; verification Agreement with Bureau Veritas North America, Inc./ Page 2 Exhibit A-Scope of Services
Rev. 07-01-18
of the Contractor’s compliance with the City approved plans, City standard details and specifications; ensuring the quality of work; coordination with City departments, other public agencies, and various utilities; maintaining daily reports of items inspected and any other significant items, in the City’s Accela permitting software.

2.2 Public Works Consultant Services

2.2.1 Consultant shall review developers’ public improvement plans by utilizing efficient uses of the public right-of-way and utility easements and constructability.

2.2.2 Consultant shall provide plan check review comments, recommendations and action items summaries.

2.2.3 Consultant shall review plan revisions as they are submitted to the City for approval during design and/or construction.

2.2.4 Consultant shall plan and profile underground storm drain and sanitary sewer systems, including positions of manholes, laterals, catch basins, cleanouts, and related facilities.

2.2.5 Consultant shall review plans for conflicts and inclusion of underground joint trench and other public utilities (gas, telecom, etc.) and inspection.

2.2.6 Consultant shall review developers’ on-site drainage plans and calculations as they relate to the off-site storm drain system, including verification by model.

2.2.7 Consultant shall provide structural review of bridges, foundations, footings, retaining walls, including geotechnical reports etc., and any necessary quality insurance on special inspection(s).

2.2.8 Consultant shall provide traffic signal design review (new and/or modifications), including interconnect system, pre-emption, detection cameras, traffic monitoring cameras, signing/striping, and construction phase traffic control plans.

2.2.9 Consultant shall provide Public Works field inspection services for developer projects including, but not limited to:

2.2.9.1 Verification of the Consultant’s compliance with the City approved plans, City standard details and specifications;

2.2.9.2 Ensuring the quality of work (via materials testing or other means as necessary);

2.2.9.3 Coordination with City departments, other public agencies, and various utilities;

2.2.9.4 Preparing and maintaining daily reports of work done, Consultant’s staff, equipment, weather, etc.; and
Agreement with Bureau Veritas North America, Inc./ Page 3 Exhibit A-Scope of Services
Rev. 07-01-18

2.2.9.5 Monitoring of construction impacts and safety of construction operations in the City right-of-way, develop punch list items when the work is substantially complete, and interact with the public.

2.2.10 Consultant shall provide construction management services as required including, but not limited to processing requests for information and submittals, and signing-off on encroachment permits (indicating all the work has been completed in compliance with City requirements).

2.2.11 Consultant shall review and approve developers’ record drawings that show what was actually constructed for City records.

2.2.12 Consultant shall review and provide recommendations on subdivision maps and plat and legal documents.

Agreement with Bureau Veritas North America, Inc./ Page 1 Exhibit B-Compensation
Rev. 07-01-18

EXHIBIT B

COMPENSATION
1 GENERAL

1.1 The Consultant shall not be compensated for any Work until a task order form for such work has been executed by the City (“Approved Task Order”).

1.2 The cover page of each task order form will specify the maximum amount payable to the Consultant for all professional fees, costs and expenses related to the Consultant providing the Work under the task order (“Maximum Task Order Compensation”).

1.3 Attachment C of each task order form is a compensation table setting forth the manner in which the City will pay the Maximum Task Order Compensation. The compensation table shall be completed in accordance with Section 2 below.

1.4 The maximum aggregate compensation of the Plan Check Agreements As Amended is two million, nine hundred forty-nine thousand dollars ($2,949,000), subject to budget appropriations, which includes all payments that may be authorized for Services, expenses, supplies, materials and equipment required to perform the Services under this Agreement or under any of the Plan Check Agreements As Amended.
2 COMPENSATION TABLE

2.1 Compensation Table – Part 1: Part 1 of the Compensation Table addresses compensation for the task(s) to be performed under the task order and shall be completed as follows.

2.1.1 Task Numbers (Column 1): Column 1 sets forth the task number(s) for which the City will compensate the Consultant. Each task number shall correspond to the same task number in Attachment A of the task order form. If a task number included in Attachment A is not included in the Compensation Table, then the City will not compensate the Consultant separately for that task, and payment for such task is deemed included in the other task(s) for which the Consultant is receiving compensation.

2.1.2 Basis of Compensation (Column 2): Column 2 identifies whether the City will pay the Consultant for the task(s) on a time-and- materials basis or on a fixed-fee (lump-sum) basis.

2.1.3 Invoice Period (Column 3): Column 3 identifies when the Consultant must submit its invoice for payment. If invoicing is monthly, the Consultant must submit its invoice to the City by the 10th Business Day of each month for Work completed during the previous month. If invoicing is upon the completion of a task or Agreement with Bureau Veritas North America, Inc./ Page 2 Exhibit B-Compensation
Rev. 07-01-18
group of tasks, the Consultant must submit its invoice to the City within 20 Business Days following completion of the task(s) to the City’s satisfaction. If invoicing is upon the completion of all Work, the Consultant must submit its invoice to the City within 20 Business Days following completion of all Work to the City’s satisfaction.

2.1.4 Compensation (Column 4): Column 4 sets forth the maximum compensation the City will pay the Consultant for completing the task(s).

2.2 Compensation Table – Part 2: Part 2 of the Compensation Table indicates whether the City will reimburse the Consultant separately for expenses incurred in providing the Work. The following conditions will apply if the City reimburses the Consultant separately for expenses.

2.2.1 Expenses That Are Reimbursable: Any reimbursement to the Consultant is limited to the expenses set forth below in the Reimbursable Expense Schedule. The City will reimburse these expenses at actual cost only unless a markup is specified.

Reimbursable Expense Schedule Mark Up

1. The cost of mailing, shipping and/or delivery of any documents or materials.

No Markup

2. The cost of photographing, printing, reproducing and/or copying any documents or materials.

No Markup

3. Telephone and facsimile transmission charges. No Markup

4. The rental of any specialized equipment to the extent the City’s contract administrator has preapproved, in writing, the cost of such rental.

As
specified,
not to
exceed 10%

5. With the written pre-authorization of the City’s contract administrator, mileage and other travel-related expenses.

No Markup

6. Any expenses expressly identified as being reimbursable in the Schedule of Rates and Charges or in an Approved
Service Order.

As
specified,
not to
exceed 10%

Agreement with Bureau Veritas North America, Inc./ Page 3 Exhibit B-Compensation
Rev. 07-01-18

2.3 Compensation Table – Part 3: Part 3 indicates whether the City will compensate the Consultant separately for subconsultant costs incurred in providing any part of the Work. If the City will compensate the Consultant separately for subconsultant costs, the City will do so in accordance with the following.

2.3.1 Actual Costs: The Consultant can invoice the City for no more than the actual cost of each subconsultant.

2.3.2 Maximum Amount: For each Approved Task Order, the City will compensate the Consultant for all subconsultants in a total amount not to exceed the amount set forth in the last column of Part 3. Any additional subconsultant costs that the Consultant incurs in excess of the specified maximum amount are at no cost to the City.

Agreement with Bureau Veritas North America, Inc./ Page 1 Exhibit C-Insurance Requirements
Rev. 07-01-18

EXHIBIT C

INSURANCE REQUIREMENTS

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Consultant to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with defense costs payable in addition to policy limits;
b. There shall be no cross-liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

Agreement with Bureau Veritas North America, Inc./ Page 2 Exhibit C-Insurance Requirements
Rev. 07-01-18
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Consultant and/or its subconsultants involved in such activities shall provide coverage with a limit of one million dollars ($1,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS’ COMPENSATION

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

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

D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Consultant. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney’s Office.

Agreement with Bureau Veritas North America, Inc./ Page 3 Exhibit C-Insurance Requirements
Rev. 07-01-18
E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

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

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

Agreement with Bureau Veritas North America, Inc./ Page 4 Exhibit C-Insurance Requirements
Rev. 07-01-18
F. ADDITIONAL INSURANCE RELATED PROVISIONS
Consultant and City agree as follows:

1. Consultant agrees to ensure that subconsultants, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Consultant, provide the same minimum insurance coverage required of Consultant, except as with respect to limits. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Consultant agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subconsultants and others engaged in the project will be submitted to City for review.

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

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

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

H. EVIDENCE OF COMPLIANCE
Consultant or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.

Upon City’s request, Consultant shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications Agreement with Bureau Veritas North America, Inc./ Page 5 Exhibit C-Insurance Requirements
Rev. 07-01-18
and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara
P.O. Box 100085 – S2 or 1 Ebix Way
Duluth, GA 30096 John’s Creek, GA 30097

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

Agreement with Bureau Veritas North America, Inc./ Page 1 Exhibit D-Task Order Form
Rev. 07-01-18

EXHIBIT D - TASK ORDER FORM

Cover Page

1. Approved Task Order No.:

2. Consultant’s Name:

3. Project Name:

4. Project Location:

5. The Consultant and the City will implement this Approved Task Order in accordance with the executed Agreement, this cover page and Attachments “A” (Tasks), “B” (Project Staffing), and “C” (Compensation Table), which are incorporated herein by references.

6. Budget/Fiscal:
a. Previously Approved Compensation for Task Orders XX-XX: $ b. Maximum Task Order Compensation for this Approved Task Order: $ c. Total Approved Compensation for Task Orders (XX-XX) (6.a + 6.b): $

7. Department/Analyst
Approval:

Date: __________

8. Consultant Approval:

Date: __________

9. Department Director
Approval:

Date: __________
Consultant:

Task Order No.:

Agreement with Bureau Veritas North America, Inc./ Page 2 Exhibit D-Task Order Form
Rev. 07-01-18
ATTACHMENT A: TASKS
The Consultant shall provide the services and deliverables set forth in this Attachment A. The Consultant shall provide all services and deliverables required by this Attachment A to the satisfaction of the City’s contract administrator.

General Description of Project for which Consultant will Provide Services:

Task No. 1:

Consultant will complete the tasks below including Consultant attendance at one meeting with City staff.

A. Services:

B. Deliverable:

C. Completion Time: The Consultant must complete the services and deliverables for this task in accordance with whichever one of the following time is marked:

On or before the following date:

On or before ____ Business Days from
_______________________________________.

Task No. 2:

Consultant will complete the subtasks outlined below.

A. Services:

B. Deliverable:

C. Completion Time: The Consultant must complete the services and deliverables for this task in accordance with whichever one of the following time is marked:

On or before the following date:

On or before ____ Business Days from
_______________________________________.

□
□
□
□
Consultant:

Task Order No.:

Agreement with Bureau Veritas North America, Inc./ Page 3 Exhibit D-Task Order Form
Rev. 07-01-18

ATTACHMENT B: STAFFING

1. City’s Contract Manager: The City’s contract manager for this Approved Task Order is:

Name: Phone No.:

Department: E-mail:

Address:

2. Consultant’s Contract Manager and Other Staffing: Identified below are the following: (a) the Consultant’s contract manager for this Approved Task Order, and (b) the Consultant(s) and/or employee(s) of the Consultant who will be principally responsible for providing the services and deliverables. If an individual identified below does not have a current Form 700 on file with the City Clerk for a separate agreement with the City, and is required to file a Form 700, the Consultant must submit the required Form 700 in accordance with California Political Reform Act (Government Code Section 81000 et seq.).

Required to File Form 700?
Consultant’s Contract Manager Yes
Already
Filed (Date
Filed)
Yes
Need to
File
No
Name: Phone No.: X (01/09/19)
Address: E-mail:

Other Staffing
Name: Assignment:

1. 2.

Consultant:

Task Order No.:

Agreement with Bureau Veritas North America, Inc./ Page 4 Exhibit D-Task Order Form
Rev. 07-01-18

3. Subconsultants: Whichever of the following is marked applies to this Approved Task Order:

The Consultant cannot use any subconsultants.

The Consultant can use the following subconsultants to assist in providing the required services and deliverables:

Subconsultant’s Name Area of Work

1. 2.

3. □
□
Consultant:

Task Order No.:

Agreement with Bureau Veritas North America, Inc./ Page 5 Exhibit D-Task Order Form
Rev. 07-01-18

ATTACHMENT C: COMPENSATION TABLE

The City will compensate the Consultant for providing the services and deliverables set forth in Attachment A in accordance this Compensation Table.

Part 1 – Compensation for Services and Deliverables
Column 1 Column 2 Column 3 Column 4
Task Nos.
from
Attachment A
Basis of Compensation Invoice Period Compensation
1 Time & Materials Fixed Fee Monthly Completion of Task(s) Completion of Work $ 2 Time & Materials Fixed Fee Monthly Completion of Task(s) Completion of Work $ 3 Time & Materials Fixed Fee Monthly Completion of Task(s) Completion of Work $ 4 Time & Materials Fixed Fee Monthly Completion of Task(s) Completion of Work $ Part 2 – Reimbursable Expenses
No expenses are separately reimbursable. The amount(s) in Column 4 of Part 1 include(s) payment for all expenses.

Expenses are separately reimbursable in the maximum amount of: $ Part 3 – Subconsultant Costs
Subconsultant costs are not separately compensable. The amount(s) in Column 4 of Part 1 include(s) subconsultant costs.

Subconsultant costs are separately compensable in the maximum amount of:
$
Maximum Task Order Compensation (sum of Parts 1 through 3): $

□ □ □ □ □
□ □ □ □ □
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□ □ □ □ □
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Amendment No. 1 to Agreement/CSG Consultants, Inc., Page 1 Rev. 10/25/19
Ebix Insurance No. S200004282

AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
CSG CONSULTANTS, INC.

PREAMBLE
This agreement (“Amendment No. 1”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and CSG Consultants, Inc., a California corporation (Consultant). City and Consultant may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement for Services Between the City of Santa Clara, California, and CSG Consultants, Inc.” with an effective date of February 1, 2020 (Agreement); and B. The Parties entered into the Agreement for the purpose of having Consultant provide plan check review consultant services, and the Parties now wish to amend the Agreement to increase the amount billed under the Agreement for a maximum aggregate compensation not to exceed $2,949,000 for ten consultant firm agreements.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 6 of the Agreement, entitled “Compensation and Payment,” is hereby amended to read as follows:

“6. COMPENSATION AND PAYMENT

B. Consultant acknowledges that Consultant is one of 10 companies selected to perform related services for the City in response to an RFP, and City will be utilizing the services of all 10 companies, pursuant to 10 separate agreements (collectively, the “Plan Check Agreements”). Those 10 Amendment No. 1 to Agreement/CSG Consultants, Inc. Page 2 Rev. 10/25/2019
companies, and the effective dates of the applicable Plan Check Agreements, are as follows:

1. Jason Addison Smith Consulting Services, Inc., effective November 1, 2019, amended March 4, 2021;

2. Plan Review Consultants, Inc., effective July 19, 2016, amended Aug. 28, 2017, amended May 14, 2019, amended February 24, 2021;

3. Shums Coda Associates, Inc., effective June 23, 2015, amended June 6, 2016, amended Sep. 26, 2017, amended May 14, 2019, amended February 24, 2021;

4. Synergetic Consulting, effective July 8, 2019, amended March 4, 2021;

5. TRB + Associates, Inc., effective Aug. 18, 2015, amended Apr. 8, 2016, amended Sep. 5, 2017, amended May 14, 2019, amended February 24, 2021;

6. West Coast Code Consultants, Inc., effective Nov. 1, 2018, amended July 1, 2019, amended March 4, 2021;

7. 4Leaf, Inc., effective February 1, 2020;

8. CSG Consultants, Inc., effective February 1, 2020

9. Bureau Veritas North America, Inc.;

10. Interwest Consulting Group, Inc.

C. Consultant further acknowledges that City is concurrently executing additional amendments to the first eight of the Plan Check Agreements listed above, and executing new agreements with Bureau Veritas North America and Interwest Consultant Group, to include language similar to this section 6 (the “Plan Check Agreements As Amended”);

E. Consultant further acknowledges that there are no minimum usage requirements and no commitment for a minimum number of hours.”

2. A new Section 26 is hereby added to the Agreement to read as follows:
“26. STATEMENTS OF ECONOMIC INTERESTS
In accordance with the California Political Reform Act (Government Code section 81000 et seq.) and the City’s Conflict of Interest Code, Consultant shall cause each person who will be principally responsible for providing Amendment No. 1 to Agreement/CSG Consultants, Inc. Page 3 Rev. 10/25/2019
the Services and deliverables under this Agreement to do each of the following:

The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

Amendment No. 1 to Agreement/CSG Consultants, Inc. Page 4 Rev. 10/25/2019

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

City of Santa Clara
Office of the City Attorney

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

CSG CONSULTANTS, INC.
a California corporation

Dated:

By (Signature):

Name: Cyrus Kianpour
Title: President
Principal Place of
Business Address: 550 Pilgrim Drive, Foster City, CA 94404 Email Address: [email protected]
Telephone: 650-522-2500
Fax: 650-522-2599
“CONSULTANT”

Agreement with Interwest Consulting Group, Inc. Page 1
Rev. 07-01-18
EBIX Insurance No. *S200004386

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
INTERWEST CONSULTING GROUP, INC.

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Interwest Consulting Group, Inc. a Colorado corporation (Consultant). City and Consultant may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

Exhibit A – Scope of Services
Exhibit B – Compensation
Exhibit C – Insurance Requirements
Exhibit D – Task Order Form
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, Agreement with Interwest Consulting Group, Inc. Page 2
Rev. 07-01-18
whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on January 26, 2022 and terminate on October 31, 2024.

B. Approved Task Order: The City will not compensate the Consultant for any Work until the City has executed the task order for such Work (“Approved Task Order”).

C. Obligation to Issue: The City has no obligation to issue any Approved Task Orders under this Agreement.

D. Each Approved Task Order shall be subject to the terms and conditions of this Agreement.

Agreement with Interwest Consulting Group, Inc. Page 3
Rev. 07-01-18

6. COMPENSATION AND PAYMENT
A. In consideration for Consultant’s complete performance of Services, City shall pay Consultant for all materials provided and Services rendered by Consultant in accordance with Exhibit B, entitled "COMPENSATION."

1. Jason Addison Smith Consulting Services, Inc., effective November 1, 2019, amended March 4, 2021;

2. Plan Review Consultants, Inc., effective July 19, 2016, amended Aug. 28, 2017, amended May 14, 2019, amended February 24, 2021;

3. Shums Coda Associates, Inc., effective June 23, 2015, amended June 6, 2016, amended Sep. 26, 2017, amended May 14, 2019, amended February 24, 2021;

4. Synergetic Consulting, effective July 8, 2019, amended March 4, 2021;

5. TRB + Associates, Inc., effective Aug. 18, 2015, amended Apr. 8, 2016, amended Sep. 5, 2017, amended May 14, 2019, amended February 24, 2021;

6. West Coast Code Consultants, Inc., effective Nov. 1, 2018, amended July 1, 2019, amended March 4, 2021;

7. 4Leaf, Inc., effective February 1, 2020;

8. CSG Consultants, Inc., effective February 1, 2020;

9. Bureau Veritas North America, Inc.;

10. Interwest Consulting Group, Inc. (this Agreement).

C. Consultant further acknowledges that City is concurrently executing additional amendments to the first eight of the Plan Check Agreements listed above, and executing a new agreement with Bureau Veritas North America, Inc., to include language similar to this section 6 (the “Plan Check Agreements As Amended”);
Agreement with Interwest Consulting Group, Inc. Page 4
Rev. 07-01-18

E. Consultant further acknowledges that there are no minimum usage requirements and no commitment for a minimum number of hours.

C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Consultant will deliver to City all City information or material that Consultant has in its possession.

Agreement with Interwest Consulting Group, Inc. Page 5
Rev. 07-01-18

11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Consultant and all other written information submitted to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Consultant which is otherwise known to Consultant or becomes generally known to the related industry shall be deemed confidential.

12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Consultant may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Consultant shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.

13. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Consultant for the purpose of verifying any and all charges made by Consultant in connection with Consultant compensation under this Agreement, including termination of Consultant. Consultant agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Consultant shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

Consultant shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Consultant Agreement with Interwest Consulting Group, Inc. Page 6
Rev. 07-01-18
agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to Consultant’s Services hereunder.

16. WAIVER
Consultant agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City’s review, acceptance nor payments for any of the Services required under this Agreement Agreement with Interwest Consulting Group, Inc. Page 7
Rev. 07-01-18
shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

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

City of Santa Clara
Attention: CDD/Building Division
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]

And to Consultant addressed as follows:

Interwest Consulting Group, Inc.
6280 Las Positas Blvd., Suite 220
Pleasanton, CA 94588
Attention: Ron Beehler
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

An e-mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

19. CONFLICTS OF INTEREST
Consultant certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Consultant and that no person associated with Consultant has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Consultant is familiar with the provisions of California Government Code section 87100 and Agreement with Interwest Consulting Group, Inc. Page 8
Rev. 07-01-18
following and certifies that it does not know of any facts which would violate these code provisions. Consultant will advise City if a conflict arises.

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

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

26. STATEMENTS OF ECONOMIC INTERESTS
In accordance with the California Political Reform Act (Government Code section 81000 et seq.) and the City’s Conflict of Interest Code, Consultant shall cause each person who will be principally responsible for providing Agreement with Interwest Consulting Group, Inc. Page 9
Rev. 07-01-18
the Services and deliverables under this Agreement to do each of the following:

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

BRIAN DOYLE
City Attorney

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

INTERWEST CONSULTING GROUP, INC.
a Colorado corporation

Dated:

By (Signature):

Name:

Title:

Principal Place of
Business Address:
6280 Las Positas Blvd., Suite 220
Pleasanton, CA 94588
Email Address:

Telephone: 925-462-1114
Fax:
“CONSULTANT”

Agreement with Interwest Consulting Group/Exhibit A-Scope of Services Page 1 Rev. 07-01-18

EXHIBIT A

SCOPE OF SERVICES
The Consultant shall provide plan check review and field inspection consultant services for the following service areas: A) Building; and B) Fire. 1 GENERAL

1.1 Consultant shall communicate and coordinate with the City review team and report to the designated City representative(s).

1.2 Consultant shall meet with City, other third-party consultant(s), developers, and their design consultants.

1.3 Consultant shall review developers’ plans specific to the service areas in Section 2 below.

1.5 Consultant shall inspect developers’ public and private improvements.

1.6 Consultant shall provide construction management as required. 2 SERVICE AREAS

2.1 Building Consultant Services

2.1.1 Consultant shall provide a list of the professional(s)-in-charge and plan reviewers affiliated with the third-party consultant, who certify, supervise and/or perform third party plan review.

2.1.2 Consultant shall create and maintain a quality assurance plan, describing method or plan that the third-party consultant uses to maintain the quality of all plan review services it provides.

2.1.3 Consultant shall meet with City staff or developer as required by City to answer code or project related questions.

2.1.5 Consultant shall provide construction administration service as required, including, but not limited to, processing requests for information, reviewing deferred submittals and field revisions.

2.1.6 Consultant shall provide Building Field Inspection services for developer projects including, but not limited to, verification of compliance with State of California construction codes; verification Agreement with Interwest Consulting Group/Exhibit A-Scope of Services Page 2 Rev. 07-01-18
of the Contractor’s compliance with the City approved plans, City standard details and specifications; ensuring the quality of work; coordination with City departments, other public agencies, and various utilities; maintaining daily reports of items inspected and any other significant items, in the City’s Accela permitting software.

2.2 Fire Consultant Services

2.2.1 Consultant shall ensure compliance with projects Community Development, Planning Division conditions of approval.

2.2.2 Consultant shall conduct Building and Fire Code plan reviews utilizing the current adopted Title 19 and 24 regulations.

2.2.3 Consultant shall conduct plan review of fire protection and hazardous materials systems, including smoke control systems.

2.2.4 Consultant shall apply any and all local amendments and policies to the California Fire and Building Codes.

2.2.5 Consultant shall apply nationally recognized standards (e.g., NFPA, ASHRAE, ASTM, SFM, CSG, ASME, ANSI, UL, etc.).

2.2.6 Consultant shall attend meetings requested by the City to answer code or project related questions.

2.2.7 Any high-rise building or unconventional structural system, such as base isolator, will require an additional independent structural peer review. Consultant shall coordinate with the selected structural peer reviewer and the City.

2.2.8 Consultant shall provide the Fire Prevention & Hazardous Materials Division Field Inspection services for developer projects including, but not limited to, verification of contractors’ compliance with the City approved plans, City ordinances, City standard details and specifications (via field inspections and field testing); consultant shall be responsible for the development of corrective action lists, and provide data to fire department QA/QC representative; coordination with City departments, fire departments, certified unified program agency, and outside regulatory agencies; preparation and maintenance of daily reports of work done, contractor’s staff, etc.

Agreement with Interwest Consulting Group/Exhibit B-Compensation Page 1 Rev. 07-01-18

EXHIBIT B

COMPENSATION
1 GENERAL

1.1 The Consultant shall not be compensated for any Work until a task order form for such work has been executed by the City (“Approved Task Order”).

2.1 Compensation Table – Part 1: Part 1 of the Compensation Table addresses compensation for the task(s) to be performed under the task order and shall be completed as follows.

2.1.2 Basis of Compensation (Column 2): Column 2 identifies whether the City will pay the Consultant for the task(s) on a time-and- materials basis or on a fixed-fee (lump-sum) basis.

2.1.3 Invoice Period (Column 3): Column 3 identifies when the Consultant must submit its invoice for payment. If invoicing is monthly, the Consultant must submit its invoice to the City by the 10th Business Day of each month for Work completed during the previous month. If invoicing is upon the completion of a task or Agreement with Interwest Consulting Group/Exhibit B-Compensation Page 2 Rev. 07-01-18
group of tasks, the Consultant must submit its invoice to the City within 20 Business Days following completion of the task(s) to the City’s satisfaction. If invoicing is upon the completion of all Work, the Consultant must submit its invoice to the City within 20 Business Days following completion of all Work to the City’s satisfaction.

2.1.4 Compensation (Column 4): Column 4 sets forth the maximum compensation the City will pay the Consultant for completing the task(s).

Reimbursable Expense Schedule Mark Up

1. The cost of mailing, shipping and/or delivery of any documents or materials.

No Markup

2. The cost of photographing, printing, reproducing and/or copying any documents or materials.

No Markup

3. Telephone and facsimile transmission charges. No Markup

4. The rental of any specialized equipment to the extent the City’s contract administrator has preapproved, in writing, the cost of such rental.

As
specified,
not to
exceed 10%

5. With the written pre-authorization of the City’s contract administrator, mileage and other travel-related expenses.

No Markup

6. Any expenses expressly identified as being reimbursable in the Schedule of Rates and Charges or in an Approved
Service Order.

As
specified,
not to
exceed 10%

Agreement with Interwest Consulting Group/Exhibit B-Compensation Page 3 Rev. 07-01-18

2.3.1 Actual Costs: The Consultant can invoice the City for no more than the actual cost of each subconsultant.

Agreement with Interwest Consulting Group/Exhibit C-Insurance Requirements Page 1 Rev. 07-01-18

EXHIBIT C

INSURANCE REQUIREMENTS

A. COMMERCIAL GENERAL LIABILITY INSURANCE

Agreement with Interwest Consulting Group/Exhibit C-Insurance Requirements Page 2 Rev. 07-01-18
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

C. WORKERS’ COMPENSATION

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

Agreement with Interwest Consulting Group/Exhibit C-Insurance Requirements Page 3 Rev. 07-01-18
E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

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

Agreement with Interwest Consulting Group/Exhibit C-Insurance Requirements Page 4 Rev. 07-01-18
F. ADDITIONAL INSURANCE RELATED PROVISIONS
Consultant and City agree as follows:

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

Upon City’s request, Consultant shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications Agreement with Interwest Consulting Group/Exhibit C-Insurance Requirements Page 5 Rev. 07-01-18
and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara
P.O. Box 100085 – S2 or 1 Ebix Way
Duluth, GA 30096 John’s Creek, GA 30097

Agreement with Interwest Consulting Group/Exhibit D-Task Order Form Page 1 Rev. 07-01-18

EXHIBIT D - TASK ORDER FORM

Cover Page

1. Approved Task Order No.:

2. Consultant’s Name:

3. Project Name:

4. Project Location:

7. Department/Analyst
Approval:

Date: __________

8. Consultant Approval:

Date: __________

9. Department Director
Approval:

Date: __________
Consultant:

Task Order No.:

Agreement with Interwest Consulting Group/Exhibit D-Task Order Form Page 2 Rev. 07-01-18
ATTACHMENT A: TASKS
The Consultant shall provide the services and deliverables set forth in this Attachment A. The Consultant shall provide all services and deliverables required by this Attachment A to the satisfaction of the City’s contract administrator.

General Description of Project for which Consultant will Provide Services:

Task No. 1:

Consultant will complete the tasks below including Consultant attendance at one meeting with City staff.

A. Services:

B. Deliverable:

C. Completion Time: The Consultant must complete the services and deliverables for this task in accordance with whichever one of the following time is marked:

On or before the following date:

On or before ____ Business Days from
_______________________________________.

Task No. 2:

Consultant will complete the subtasks outlined below.

A. Services:

B. Deliverable:

C. Completion Time: The Consultant must complete the services and deliverables for this task in accordance with whichever one of the following time is marked:

On or before the following date:

On or before ____ Business Days from
_______________________________________.

□
□
□
□
Consultant:

Task Order No.:

Agreement with Interwest Consulting Group/Exhibit D-Task Order Form Page 3 Rev. 07-01-18
ATTACHMENT B: STAFFING

1. City’s Contract Manager: The City’s contract manager for this Approved Task Order is:

Name: Phone No.:

Department: E-mail:

Address:

Required to File Form 700?
Consultant’s Contract Manager Yes
Already
Filed (Date
Filed)
Yes
Need to
File
No
Name: Phone No.: X (01/09/19)
Address: E-mail:

Other Staffing
Name: Assignment:

1. 2.

Consultant:

Task Order No.:

Agreement with Interwest Consulting Group/Exhibit D-Task Order Form Page 4 Rev. 07-01-18

3. Subconsultants: Whichever of the following is marked applies to this Approved Task Order:

The Consultant cannot use any subconsultants.

The Consultant can use the following subconsultants to assist in providing the required services and deliverables:

Subconsultant’s Name Area of Work

1. 2.

3. □
□
Consultant:

Task Order No.:

Agreement with Interwest Consulting Group/Exhibit D-Task Order Form Page 5 Rev. 07-01-18
ATTACHMENT C: COMPENSATION TABLE

The City will compensate the Consultant for providing the services and deliverables set forth in Attachment A in accordance this Compensation Table.

Subconsultant costs are separately compensable in the maximum amount of:
$
Maximum Task Order Compensation (sum of Parts 1 through 3): $

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Amendment No. 2 to Agreement/ Jason Addison Smith Consulting Services, Inc., DBA JAS Pacific

Page 1 ends

City Council and Authorities ConcurrentJanuary 25, 2022

City Council and Authorities Concurrent
January 25, 2022