Agenda packet — City Council and Authorities Concurrent, May 10, 2022 (part 4 of 6)

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 April 1, 2021 and terminate on December 31, 2022.

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

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.

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
In consideration for Consultant's complete performance of Services, City shall pay Consultant for all materials provided and Services rendered by Consultant in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is ten thousand dollars ($10,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Consultant's expense. Consultant 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 Consultant.

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.

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.

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 Agreement with Wilson, Ihrig & Associates - Noise Monitoring near Vantage/Owens Rev. 07-01-18

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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 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
To the extent permitted by law, Consultant agrees to hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents ( collectively, "lndemnitees") from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney's fees in providing a defense to any claim arising therefrom, for which City shall become liable arising from Consultant's negligent, reckless or wrongful acts, errors, or omissions with respect to or in any way connected with the Services performed by Consultant pursuant to this Agreement as
mutually agreed to or awarded by a court or arbitrator.

Without affecting the rights of lndernnitees under any provision of this Agreement, Consultant shall not be required to protect, defend, indemnify and hold harmless Agreement with Wilson, Ihrig & Associates - Noise Monitoring near Vantage/Owens Rev. 07-01-18
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lndernnitees for liability attributable to the active negligence or willful misconduct of lndemnitees, provided such active negligence or willful misconduct is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where lndernnitees are shown to have been actively negligent or are shown to have committed willful misconduct, and where lndernnitees' active negligence or willful misconduct accounts for only a percentage of the liability involved, the obligation of Consultant will be for that entire portion or percentage of liability not attributable to the active negligence or willful misconduct of lndernnitees. Consultant agrees to pay all attorney and court costs in determining said active negligence or willful misconduct of lndemnitees. The determination of any claim by Consultant that lndernnitees committed active negligence shall be deferred until after all third party claims have been adjudicated by a final judgment that is no longer subject to appeal, unless the City, in its sole discretion, shall consent to an earlier determination.

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.

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: Planning Division
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]
And to Consultant addressed as follows:

Wilson, Ihrig & Associates
6001 Shellmound St, Ste. 400
Emeryville, CA 94608
and by e-mail at [email protected]
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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 ).

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.

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.

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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.

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.

Approved as to Form:

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Dated: 4 \ U) \ UJL\
Alexander ~~~;~,signed by Alexande r
~\~~~ 13./ ~ANiCfANiANA
Abbe for ~~1,~,
0 ~021.04_1913,29 ,s2

BRIAN DOYLE
City Attorney
"CITY"
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

WILSON, IHRIG & ASSOCIATES
a California corporation
Dated: 1~~1
By (Signature): ~-~
Name: Pabl aroux
Title: Principal/ Senior VP
Principal Place of 6001 Shellmound Street, Suite 400
Business Address: Emeryville, CA 94608
Email Address: [email protected]
Telephone: (510) 658-6719
Fax: (510) 652-4441
"CONSULTANT"
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EXHIBIT A

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

Summary
Consultant is to provide ongoing noise monitoring systems and services to the City of Santa Clara to help document noise levels in the neighborhoods near Vantage CA2 Data Center and Owens Corning Facility.

Background
Residents are regularly complaining about a low frequency "hum" that is commonly occurring in the evening hours and disturbing sleep. The complaints vary from those who claim that the "hum" is constant and those that claim it is intermittent. These complaints have previously been addressed with measurements done by others with cooperation of the Vantage CA2 data center, one of the potential sources of the "hum" noise. However, these measurements appear to have been made at a time when the "hum" was not present. In light of this, Consultant will conduct long-term unattended monitoring in the neighborhoods which have submitted complaints regarding this unwanted noise and potentially near the facilities that are believed to be the sources of the noise.

Base Services
Consultant shall:

1. Review the Santa Clara Noise Ordinance and previously made noise measurements done by others to determine noise limits for mechanical equipment at neighboring properties to the project.

2. Review documented noise complaints that have been submitted to the City. a. Consultant will export the audio files from videos that were recorded of the hum and analyze it to determine the spectral content of the noise in question. City understands that Consultant will not be able to determine accurate noise levels using this as the camera's built-in microphone is not calibrated and does not meet acoustic measurement testing standards; however Consultant may be able to identify characteristics of the sound that could help to identify it in later measurements we make using properly calibrated and standardized equipment.
b. Consultant will also review these complaints to determine the best installation locations for long-term noise monitors.

3. Install up to 5 long-term unattended noise monitors including up to 2 near the suspected sources of noise and up to 3 near the residences that have issued complaints of the noise for up to 2 weeks. These monitors will provide 1/3 Octave Band Data at 1 second intervals and record audio files for noise source identification. These units will be battery powered and manually downloaded.

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Data will not be accessible until after the units are downloaded during a site visit or after retrieval of the units.
a. This scope includes 2 weeks of unattended noise monitoring and three roundtrips to the site to install the monitors, download and battery change after one week, and retrieve the units after the 2nd week. b. If the noise monitors installed near the suspected sources of noise are to be installed on the property of the Vantage CA2 data center or the Owens Corning facility, the City of Santa Clara will coordinate access to these areas for Wilson Ihrig personnel.

4. Analyze data and correlate noise levels to available noise complaints during the monitoring period, if applicable.

5. Produce a report summary of findings.

6. If the source of the noise complaints is not present during the two weeks of unattended noise monitoring, Consultant will confer with the City of Santa Clara regarding potential additional monitoring.

7. If Consultant is able to capture the source of the complaints and it exceeds the local noise ordinance limits in the residential areas, Consultant will provide an additional proposal at that time, if desired, to attempt to determine the noise complaint source and/or provide additional monitoring services.

Optional Additional Services
This proposal does not cover the following tasks. Should these services become necessary, City and Consultant shall agree in writing to implement any or all of these additional tasks at a mutually agreed upon cost.
• All access to proposed monitoring sites and any required notification to residences to be coordinated and implemented by the City of Santa Clara. • Unattended noise monitoring longer than 2 weeks in duration. • Any attended noise monitoring.
• Additional trips outside of deployment, one intermittent download trip, and retrieval to the monitoring sites for relocation of equipment at the request of homeowners or City.
• Noise monitoring or measurements inside residences.
• Any major investigation into the source(s) of the noise complaints beyond the measurement data that will be taken near the source of the complaints and near the suspected sources of the noise complaints.
• All monitors used in this proposal will not possess cellular communication capabilities. Thus, the data can only be analyzed after the meters are physically serviced in the field or brought back to our office.
• Recommendations to reduce the noise complaints.
• Attendance of community meetings.
• Any attended noise monitoring.
• Additional trips outside of deployment, one intermittent download trip, and retrieval to the monitoring sites for relocation of equipment at the request of homeowners or City.

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• Noise monitoring or measurements inside residences.
• Any major investigation into the source(s) of the noise complaints beyond the measurement data that will be taken near the source of the complaints and near the suspected sources of the noise complaints.
• All monitors used in this proposal will not possess cellular communication capabilities. Thus, the data can only be analyzed after the meters are physically serviced in the field or brought back to our office.
• Recommendations to reduce the noise complaints.
• Attendance of community meetings.

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EXHIBIT B

SCHEDULE OF FEES
Consultant will bill City on a monthly basis for Services provided by Consultant 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 Consultant within thirty (30) days of City's receipt of an approved invoice.

This work would be billed on a time and materials basis at the following rates:

Senior Principal
Principal
Associate Principal
Senior Consultant
Associate Consultant
Assistant Consultant
Lab Technician
Project Assistant
$315/hour
$265/hour
$220/hour
$185/hour
$160/hour
$130/hour
$100/hour
$75/hour
The maximum amount of compensation to be paid to Consultant for base services shall not exceed six thousand dollars ($6,000).

The maximum amount of compensation to be paid to Consultant for additional services requires written approval from City and shall not exceed four thousand dollars ($4,000).

The maximum amount of compensation to be paid to Consultant for any and all services under this agreement shall not exceed ten thousand dollars ($10,000).

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EXHIBITC

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, 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

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.

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.

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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 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. 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.

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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. ln 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.

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 s,et forth in this Agreement.

F. 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, Agreement with Wilson, Ihrig & Associates/Exhibit C-lnsurance Requirements Rev. 07-01-18

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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.

G. 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 and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara Planning Division
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 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.

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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-187 Agenda Date: 5/10/2022

REPORT TO COUNCIL

SUBJECT
Action on Award of Contract for the Santa Clara School Access Improvements Project (CE 20-21-01) to Guerra Construction Group and Related Budget Amendment

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The Santa Clara School Access Improvements Project (Project) scope of work includes construction of public street infrastructure along routes to schools at five intersection locations. The improvements will enhance connectivity and improve the safety for students walking, biking, and scootering along these routes and are adjacent to the following four schools: Scott Lane Elementary, Haman Elementary, Central Park Elementary, and Sutter Elementary. A Project Location Map is included as Attachment 1. The work generally includes installation of concrete bulb outs at intersection corners, reconstruction of Americans with Disabilities Act (ADA) compliant curb ramps, upgrades to street lighting, modifications to traffic signals, replacement of traffic striping and pavement markings, and other necessary work to complete the Project.

The Project is a recipient of federal grant funding under the Congestion Mitigation and Air Quality Improvement Program (CMAQ)/One Bay Area Grant Cycle 2 (OBAG2) from the U.S. Department of Transportation through the State of California Department of Transportation (Caltrans). Council adopted a resolution in August 2017 authorizing the filing of a grant application for the Project. In September 2020, Council approved a professional services agreement with CSG Consultants, Inc. to design and prepare construction bid documents for the Project.

DISCUSSION
On February 22, 2022, a competitive Request for Bids (RFB) was published on the City’s bid notification system, BidSync, for construction of the Project. On March 23, 2022, bids for the Project were opened via video conference. The City received five bids from Guerra Construction Group, Gruendl Inc. DBA Ray’s Electric, Grade Tech, Inc., Golden Bay Construction, Inc., and Redgwick Construction Co. ranging from $2,025,116 to $2,291,463. The Bid Summary is included as Attachment 2.

The lowest bid, submitted by Guerra Construction Group (Guerra) in the amount of $2,025,116, is

1.6 percent above the Engineer’s Estimate of $1,992,500. Guerra’s bid was reviewed by DPW staff and the City Attorney’s Office for compliance with the terms and conditions of the bid documents and has been determined to be the lowest responsive and responsible bid. Staff recommends awarding the contract to Guerra Construction Group.

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Award of the contract will enable construction to begin in the summer of 2022 in conformance with the requirements of the grant funds. The contract includes the applicable prevailing wage requirements, including federal Davis-Bacon provisions, per federal requirements.

ENVIRONMENTAL REVIEW
This project being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15301(c), “Existing Facilities,” as the activity consists of the repair, maintenance or minor alteration of existing facilities involving no or negligible expansion of the use beyond that presently existing, and specifically includes the repair of existing highways and streets. Similarly, due to being federally funded, the project was reviewed by Caltrans under the National Environmental Policy Act (NEPA) and was determined to be a Categorical Exclusion.

FISCAL IMPACT
The approximate cost of the contract is $2,025,116 plus approximately 10 percent contingency, or $202,512, for any potential change orders for a total not-to-exceed contract amount of $2,227,628.

The majority of the funding for the contract is available in the Santa Clara School Access Improvements project budgeted in the Streets and Highways Capital Fund. An additional amount of $71,000 is required to fully fund the contract and other miscellaneous costs associated with the Project. Staff recommends appropriating this additional amount from the Pedestrian and Bicycle Enhancement Facilities project.

The budget amendment below decreases the Pedestrian and Bicycle Enhancement Facilities project and increases the Santa Clara School Access Improvements project as recommended in this report.

Budget Amendment
FY 2021/22
Current Increase/
(Decrease)
Revised
Streets and Highways Capital Fund
Expenditures
Santa Clara School Access $2,204,288 $71,000 $2,275,288 Improvements (533-1261)
Pedestrian and Bicycle $1,468,422 ($71,000) $1,397,422
Enhancement Facilities (533-1220)

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a City of Santa Clara Printed on 5/4/2022Page 2 of 3
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22-187 Agenda Date: 5/10/2022
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] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Award the Public Works Contract for the Santa Clara School Access Improvements Project (CE 20 -21-01) to the lowest responsive and responsible bidder, Guerra Construction Group, in the amount of $2,025,116, and authorize the City Manager to execute any and all documents associated with, and necessary for the award, completion, and acceptance of this Project;

2. Authorize the City Manager to execute change orders up to approximately 10 percent of the original contract price, or $202,512, for a total not to exceed amount of $2,227,628; and

3. Consistent with City Charter Section 1305, “At any meeting after the adoption of the budget, the City Council may amend or supplement the budget by motion adopted by the affirmative votes of at least five members so as to authorize the transfer of unused balances appropriated for one purpose to another purpose, or to appropriate available revenue not included in the budget,”approve the FY 2021/22 budget amendment in the Streets and Highways Capital Fund to decrease the Pedestrian and Bicycle Enhancement Facilities project by $71,000 and increase the Santa Clara School Access Improvements project by the same amount (majority affirmative Council votes required).

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. Project Location Map

2. Bid Summary
City of Santa Clara Printed on 5/4/2022Page 3 of 3
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Attachment No. 1

PROJECT LOCATION MAP

INTERSECTION LIST/SCHOOL:

INTERSECTION NO. INTERSECTION NAME SCHOOL

1 BENTON ST & KIELY BLVD CENTRAL PARK ELEMENTARY

2 LOS PADRES BLVD & PATRICIA DR HAMAN ELEMENTARY

3 LOS PADRES BLVD & HOMESTEAD RD HAMAN ELEMENTARY

4 CABRILLO AVE & MONROE ST SCOTT LANE ELEMANTARY

5 FORBES AVE & POMEROY AVE SUTTER ELEMENTARY
Scott Lane
Elementary
Haman
Elementary
Central Park
Elementary
Sutter
Elementary
CD
0 0
©
®

Page 1 of 1 ends

Attachment 2
Bid Summary

SANTA CLARA SCHOOL ACCESS
IMPROVEMENTS PROJECT (CE 20-21-01)

BID SUMMARY Bid Opening Date: March 23, 2022
ENGINEER’S ESTIMATE: $ 1,992,500
Contractor Total Bid ($) Percentage above/below
Engineer’s Estimate
Guerra Construction Group $ 2,025,115.50 1.6% above
Gruendl Inc. DBA Ray’s Electric $ 2,113,713.43 6.1% above Grade Tech, Inc. $ 2,187,158.00 9.8% above
Golden Bay Construction, Inc. $ 2,274,990.75 14.2% above Redgwick Construction Co. $ 2,291,463.00 15.0% above

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-190 Agenda Date: 5/10/2022

REPORT TO COUNCIL

SUBJECT
Action on Award of Contract for the 2022 Annual Street Maintenance and Rehabilitation Project (CE 21-22-02) to O’Grady Paving, Inc. and Related Budget Amendment

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City’s street pavement network consists of approximately 595 lane miles of arterial, collector, residential, and local streets. Through the Pavement Management Program, staff prioritizes various street segments for preventative maintenance and rehabilitation work based on condition, use, and available funding.

The 2022 Annual Street Maintenance and Rehabilitation Project (Project) consists of preventative maintenance and rehabilitation of approximately 19.2 lane miles of pavement along 12 streets (Attachment 1). The scope of work for the Project includes: repair and replacement of asphalt pavement; placement of slurry seal; adjustment of utility valves and covers; construction of accessible concrete ramps in accordance with the requirements of the Americans with Disabilities Act; replacement of traffic striping and pavement markings; and other necessary work to complete the Project.

Please note that additional streets (Stevens Creek and Winchester Boulevard) are also proposed to be rehabilitated this year under a joint use agreement with City of San Jose per City Council approval at the April 5, 2022 meeting.

DISCUSSION
On March 23, 2022, a competitive Request for Bids (RFB) was published on the City’s bid notification system, BidSync, for construction of the Project. On April 13, 2022, bids for the Project were opened via video conference. The City received five bids from O’Grady Paving, Inc., Interstate Grading & Paving, Inc., Teichert Construction, G. Bortolotto & Company, Inc., and DeSilva Gates Construction LLC ranging from $5,908,453 to $7,107,701. The Bid Summary is included as Attachment 2.

The lowest bid was submitted by O’Grady Paving, Inc. (O’Grady) in the amount of $5,908,453, which is 5.6 percent below the Engineer’s Estimate of $6,256,000. O’Grady’s bid was reviewed by DPW staff and the City Attorney’s Office for compliance with the terms and conditions of the bid documents and has been determined to be the lowest responsive and responsible bid. Staff recommends awarding the contract to O’Grady Paving, Inc.

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22-190 Agenda Date: 5/10/2022
The award of contract will allow construction to commence in order to complete the pavement work during the summer and fall of 2022. The contract includes prevailing wage requirements.

FISCAL IMPACT
The approximate cost of the contract is $5,908,453, plus approximately 10 percent contingency, or $590,845, for any potential change orders for a total not-to-exceed contract amount of $6,499,298.

Funding for the contract is available in the Annual Street Maintenance and Rehabilitation Program project (CIP 1235) in the Streets and Highways Capital Fund. In addition, staff recommends transferring $108,130 from the Water Utility Fund and $62,840 from the Sewer Utility Fund to the Annual Street Maintenance and Rehabilitation Program project for the portion of the project costs associated with those funds. This Project involves removing and replacing water valve boxes and adjusting sanitary sewer manhole frames.

In addition, the FY 2021/22 Adopted Capital Improvement Program Budget in the Annual Street Maintenance and Rehabilitation Program project budgeted an amount of $2,369,711 from the 2016 Measure B Local Streets and Roads (Measure B) based upon historical prior year allocations. The Valley Transportation Authority has since released the actual FY 2021/22 Measure B allocations for the City of Santa Clara, which total $3,244,058. Staff recommends recognizing and allocating the additional revenues of $874,347 in the Annual Street Maintenance and Rehabilitation Program project.

Budget Amendment
FY 2021/22
Current Increase/
(Decrease)
Revised
Streets and Highways Capital Fund
(Fund 533)
Revenues
Other Agencies Revenue (VTA Measure B) $22,100,399 $874,347 $22,974,746 Transfers From
Transfer from Water Utility Fund $0 $108,130 $108,130
Transfer from Sewer Utility Fund $0 $62,840 $62,840
Expenditures
Annual Street Maintenance and
Rehabilitation Program
$8,907,884 $1,045,317 $9,953,201
Water Utility Fund (Fund 092)
Expenditures
Unrestricted Ending Fund Balance $904,467 ($108,130) $796,337 Transfers To
Transfer to Streets and Highways Capital
Fund
$0 $108,130 $108,130
Sewer Utility Fund (Fund 094)
Expenditures
Unrestricted Fund Balance $24,611,596 ($62,840) $24,548,756 Transfers To
Transfer to Streets and Highways Capital
Fund
$0 $62,840 $62,840
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22-190 Agenda Date: 5/10/2022
Expenditures
Annual Street Maintenance and
Rehabilitation Program
$8,907,884 $1,045,317 $9,953,201
Water Utility Fund (Fund 092)
Expenditures
Unrestricted Ending Fund Balance $904,467 ($108,130) $796,337 Transfers To
Transfer to Streets and Highways Capital
Fund
$0 $108,130 $108,130
Sewer Utility Fund (Fund 094)
Expenditures
Unrestricted Fund Balance $24,611,596 ($62,840) $24,548,756 Transfers To
Transfer to Streets and Highways Capital
Fund
$0 $62,840 $62,840

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

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

RECOMMENDATION

1. Award the Public Works Contract for the 2022 Annual Street Maintenance and Rehabilitation Project (CE 21-22-02), to the lowest responsive and responsible bidder, O’Grady Paving, Inc., in the amount of $5,908,453 and authorize the City Manager to execute any and all documents associated with, and necessary for the award, completion, and acceptance of this Project;

2. Authorize the City Manager to execute change orders up to approximately 10 percent of the original contract price, or $590,845, for a total project budget not to exceed amount of $6,499,298; and

A. In the Streets and Highways Capital Fund, recognize transfers of $108,130 from the Water Utility Fund and $62,840 from the Sewer Utility Fund, increase the estimate for Other Agencies Revenue in the amount of $874,347 for VTA Measure B, and increase the Annual Street Maintenance and Rehabilitation Program project by $1,045,317 (five affirmative Council votes required to appropriate additional revenue) ; City of Santa Clara Printed on 5/4/2022Page 3 of 4
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22-190 Agenda Date: 5/10/2022
B. In the Water Utility Fund, increase the transfer to the Streets and Highways Capital Fund and reduce the unrestricted ending fund balance by $108,130 (five affirmative Council votes required for the use of unused balances ); and
C. In the Sewer Utility Fund, increase the transfer to the Streets and Highways Capital Fund and reduce the unrestricted ending fund balance by $62,840. (five affirmative Council votes required for the use of unused balances ).

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. Project Location Map

2. Bid Summary
City of Santa Clara Printed on 5/4/2022Page 4 of 4
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PROJECT LOCATION MAP
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11 No. STREET NAME BEGIN END
1 ALAMEDA, THE MARKET ST EL CAMINO REAL
2 AVILA AVE MEMOREX DR DI GIULIO AVE
3 DI GIULIO AVE LAFAYETTE ST RONALD ST
4 DUNFORD WY SUNNYVALE CITY LIMIT BENTON ST
5 GREAT AMERICA WY LAFAYETTE ST GREAT AMERICA PKWY
6 LAFAYETTE ST ALDO AVE CALLE DE LUNA
7 LINCOLN ST EL CAMINO REAL HARRISON ST
8 MEMOREX DR RICHARD AVE 1330 MEMOREX DR
9 MISSION COLLEGE BLVD MARRIOTT ENTRANCE MONTAGUE EXPWY 10 NORMAN AVE LAFAYETTE ST THOMAS RD
11 RONALD AVE MEMOREX DR DI GIULIO AVE
12 SCOTT BLVD CENTRAL EXPWY SAN TOMAS AQUINO

CREEK BRIDGE
Attachment No. 1

Page 1 of 1 ends

Attachment 2
Bid Summary

2022 ANNUAL STREET MAINTENANCE
AND REHABILITATION PROJECT (CE 21-22-02)

BID SUMMARY Bid Opening Date: April 13, 2022
ENGINEER’S ESTIMATE: $ 6,256,000.00
Contractor Total Bid ($) Percentage above/below
Engineer’s Estimate
O'Grady Paving, Inc. $ 5,908,452.50 5.6% below
Interstate Grading & Paving, Inc. $ 5,946,191.65 5.0% below Teichert Construction $ 6,049,677.00 3.3% below
G. Bortolotto & Company, Inc. $ 6,456,057.70 3.2% above DeSilva Gates Construction LLC $ 7,107,701.00 13.6% above

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-555 Agenda Date: 5/10/2022

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 1 to the Agreement for Design Professional Services with AECOM Technical Services, Inc. to Provide Program Management Services for Silicon Valley Power’s System Capacity Expansion Program

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
In regular Silicon Valley Power updates to City Council, staff has reported that electrical demand in the City is expected to increase significantly over the next decade. The City Council accepted Silicon Valley Power’s (SVP) 3-year Growth Plan Strategy Report on September 28, 2021 (Council Item 21- 871). According to SVP’s 3-Year Growth Plan Strategy Report, SVP peak load projections are 879 MW in 2024 and 1125 MW in 2031. Compared to a 2021 peak of 598 MW in 2021, this is an increase of over 400 MW in ten years. There are nine system expansion projects required to be initiated in the near term to meet this increased load demand safely and reliably.

To meet the electrical demand from future growth requires additional engineering support in three (3) areas: 1) System Expansion Planning, 2) General Consulting, and 3) Plan Implementation.

On December 5, 2019, staff published a Request for Statement of Qualifications (SOQ) to solicit proposals from qualified firms for consulting services associated with SVP System Expansion Plan.

The SOQ was published using the City’s e-procurement system. Eleven proposals were received and on October 13, 2020, based on staff recommendation (Council Item 20-854), Council authorized award of agreements to five firms including AECOM Technical Services Inc. (AECOM).

On September 2021, staff sent call for proposal for these five firms for program management and project management services for the SVP System Expansion Plan. The selection process and evaluation were based on a number of factors including but not limited to proposal responsiveness, program management experience, experience of key staff (including sub consultants), project approach, proposed scope of services, project scheduling and oral interview. AECOM was subsequently selected, and AECOM completed a gap analysis to review existing SVP policies, procedures, standard documents, financial planning, monitoring, and reporting. Based on this, AECOM has issued their final task findings identifying areas where consultant professional services were recommended to support SVP in successfully executing the timely delivery of the critical system expansion projects. Due to the scale and complexity of the overall services and projected timeline to execute and implement the full scope of the SVP System Expansion Plan identified in the Growth Plan Strategy Report, an amendment to the existing Master Service Agreement with AECOM will be required.

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22-555 Agenda Date: 5/10/2022

DISCUSSION
AECOM has demonstrated technical strength, appropriate staff, and capability to continue to provide SVP with program management to support the expansion projects. As previously discussed with Council, the projects included in the growth plan approximately doubles the size of SVP’s Capital Improvement Program (CIP) over the next 5 years (from $191 million to $390 million). In addition, the CIP includes much larger and complex projects than SVP is accustomed to managing and delivering, including the design and construction of Kifer and Scott Receiving Stations, each with a $65 million construction value. Consultant services are needed to support SVP in meeting this near- term increase in project delivery and program management of the new overall $390 million Capital Program. The next phase of AECOM’s support would be to expand on identified deficiencies to manage these projects through completion under Task Order 2. SVP staff determined the specific tasks for AECOM’s scope of services in Task Order 2 which is separated into three (3) strategic support areas:

1. System Expansion Plan Program Management

2. Program wide technical support

3. Project management for system expansion and development substation projects as SVP staff is currently undertaking nine developmental substation projects.

The proposed Amendment No. 1 directs AECOM to provide system expansion plan program management, program wide technical support, project management for SVP System Expansion Plan and project management for developing substation projects with tasks not-to-exceed $10,296,542.

The proposed Amendment No. 1 will increase the total not-to-exceed amount from $3,000,000 to $11,000,000 and will extend the term of the agreement through December 31, 2028.

ENVIRONMENTAL REVIEW
This action being considered is for program and project management services and does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(a). 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. When capital projects included in the growth strategy move forward, appropriate CEQA will be completed as required prior to construction.

FISCAL IMPACT
The increased contract price of $8,000,000 with a total not-to-exceed of $11,000,000 for Program Management Services will be available within the Electric Utility Capital Projects budget. The FY 2021/22 capital improvement budget has sufficient funds available and future years are subject to future appropriation that will be included through the biennial budget process.

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City City of Santa Clara Printed on 5/5/2022Page 2 of 3
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22-555 Agenda Date: 5/10/2022
Clerk’s Office at (408) 615-2220, [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Authorize the City Manager to execute Amendment No.1 to the Agreement for Design Professional Services with AECOM Technical Services, Inc. to provide Program Management Services for Silicon Valley Power’s System Capacity Expansion Program and increase the maximum compensation by $8,000,000, for a new not-to-exceed amount of $11,000,000, and extend the term of agreement through December 31, 2028, with up to three one-year options to renew;

2. Authorize the City Manager to make minor changes to the proposed Amendment No.1 subject to approval by City Attorney as to Form. and

3. Authorize the City Manager to negotiate and execute amendments to increase maximum compensation during the term of the agreement if the demand for services exceeds maximum compensation, subject to the appropriation of funds.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. Original Agreement with AECOM Technical Services, Inc.

2. Proposed Amendment No. 1 to the Agreement with AECOM Technical Services, Inc.

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EBIX Insurance No. S200004639

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
AECOM TECHNICAL SERVICES, INC.

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and AECOM Technical Services, Inc., 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 design professional services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services"; B. "Design professional" includes licensed architects, licensed landscape architects, registered professional engineers and licensed professional land surveyors; C. 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,
D. 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)
Design Professional Agreement with AECOM Technical Services, Inc.

Rev. 09-28-18

Page 1 ends

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 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.

A. All reports, costs estimates, plans and other documentation which may be submitted or furnished by Contractor shall be approved and signed by an appropriate qualified licensed professional in the State of California.

B. The title sheet for specifications and reports, and each sheet of plans, shall bear the professional seal, certificate number, registration classification, expiration date of certificate and signature of the design professional responsible for their preparation.

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.

5. QUALIFICATIONS OF CONTRACTOR- STANDARD OF CARE
Contractor represents and maintains that ii 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 Design Professional Agreement with AECOM Technical Services, Inc.

Rev. 09-28-18

Page 2 ends

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 three million dollars ($3,000,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at 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. 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.

Design Professional Agreement with AECOM Technical Services, Inc.

Rev. 09-28-18

Page 3 ends

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.

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.

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.

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 Design Professional Agreement with AECOM Technical Services, Inc.

Rev. 09-28-18
Page4
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.

14. HOLD HARMLESS/INDEMNIFICATION
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, to the extent arising out of, pertaining to, or related to the negligence, recklessness, or willful misconduct of the Contractor, its employees, subcontractors, or agents in the performance, or non-performance, of Services under this Agreement.

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: Silicon Valley Power
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected], and
[email protected]
Design Professional Agreement with AECOM Technical Services, Inc.

Rev. 09-28-18

Page 5 ends

And to Contractor addressed as follows:

AECOM Technical Services , Inc.

Attention: Robert K. Turley
300 Lakeside Drive Ste. 400
Oakland, CA 94612
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 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.

Design Professional Agreement with AECOM Technical Services, Inc.

Rev. 09-28-18

Page 6 ends

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.

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.

CONTINUED ON PAGE 8
Design Professional Agreement with AECOM Technical Services, Inc.

Rev. 09-28-18

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.

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

Digitally signed by Caio
C- ~ ~a~:~~~21.05.2515:34 :39
-07'00'

BRIAN DOYLE
City Attorney ~ City Mana r
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-221 O
Fax: (408) 241-6771
AECOM TECHNICAL SERVICES, INC.
a California corporation
Dated: __ lc..-'l---,..L/--=~~__,/!_.;;'"UJ-----'----_.....,.__=+-- - By (Signature): __ 3__,_IDJi./L=i..<]£_..::c.i...-~""""""--"-¥"~,-e:__:;____.,£:::..!~- - - Name: __:R....:..::o=b=J~..::..;K:...:.:•_.:T-=ur:..:..:le:.,,__ __ ~------"""---- Title: Vice President
Principal Place of 300 Lakeside Drive Ste. 400 Oakland, CA Business Address: 94612 -=-.:....=...:~---------------
Em a i I Address: [email protected]
Telephone: (510) 874-3212
Fax: (510) 874-3268
"CONTRACTOR"
Design Professional Agreement with AECOM Technical Services, Inc.

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EXHIBIT A

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

The Contractor shall perform plan implementation/project management services as requested by the City to support capital, operations, and maintenance projects including but not limited to:
• Act as project manager for the following activities:
o Project permitting including support of CEQA determinations o Land acquisition
o Project design and preparation of Plans, Specifications and Engineer's Estimate o Bid support
o Construction support
o Record drawings and Project Closeout
• System planning for electric utility distribution and transmission systems • Distribution and transmission line conceptual design, feasibility, and permitting. • Substation conceptual and/or detail design, feasibility, and permitting. • Support with substation communications, protection and control systems. • Assist with third party plan submissions such as WECC, CAISO, and PG&E. • Conduct load flow, short circuit studies and arc flash studies as needed. • Conduct Distributed Energy Resource interconnection studies as needed. • Assess existing design standards and recommend revisions or new standards. • Assess existing maintenance practices or standards and recommend revisions or create new standards.
• Provide drafting support as needed.

Work may be assigned to the Contractor through the evaluation of a Call for Proposal (CFP) or via direct assignment. The Contractor shall not begin any work unless a Purchase Order (PO) has been issued by the City for that particular work. The invoice is to include the PO number, paid amount to date and remaining Agreement amount.

The Contractor shall conduct all necessary meetings and interviews, keep minutes and interview summaries as requested, and provide copies to SVP.

When requested by the City, the Contractor and subcontractors shall utilize e-Builder, a web-based project management tool, or City's designated replacement for projects assigned under this agreement. Access to the project management tool, as well as associated training, will be provided by the City at no cost to the Contractor or its subcontractors. Contractor and subcontractors shall have the responsibility for utilizing the project management tool as necessary for the following: invoice submittal, potential change order submittals, change orders, Request for Information (RFI) submittals, correspondence, assigned tasks and other matters that transpire on the site as directed Design Professional Agreement with AECOM Technical Services, lnc./Exhibit A-Scope of Services Page 1 Rev. 09-28-18
by City. All documents (including as built drawings) shall be converted or scanned into the Portable Document Format (PDF) file and uploaded to e-Builder.

At the conclusion of each project, the Contractor shall provide electronic copies of all final reports, worksheets, system studies and data associated with this project to SVP in (but not limited to) .pdf, .docx, .xlsx, .xml, .dwf, .dwg, .sav formats as applicable and that are not proprietary in nature. If work is complete in PowerWorld, Contractor to ensure the deliverable is provided in proper and functional GE PSLF format as well.

Design Professional Agreement with AECOM Technical Services, lnc./Exhibit A-Scope of Services Page 2 Rev. 09-28-18

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.

This is a time and materials contract with a total not-to-exceed amount of $3,000,000.

All labor and expense rates shall have an annual escalation of 2% starting on December 1, 2021 and every subsequent December 1st through the duration of the Agreement.

Any work requiring overtime rates shall be expressly identified and approved in writing by the City prior to the work commencing.

Design Professional Agreement with AECOM Technical Services, Inc.

Rev. 09-28-18

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AECOM Hourly Rates*
Principal $280.50 Senior Ad min $134.64
Principal Engineer $253.98 Admin/ Project Assistant $96.90 Senior Engineer $209.10 Contract Manager $224.40
Project Engineer $147.90 Senior Professional V $198.90
Engineer $107.10 Senior Professional IV $178.50
Field Engineer $158.10 Senior Professional Ill $158.10
Senior Designer $177.48 Senior Professional II $140.76
Designer $96.90 Senior Professional I $129.54
Program Manager $280.50 Project Professional II $118.32 Senior Project Manager $273.36 Project Professional I $105.06 Project Manager $188.50 Staff Professional II $96.90
Construction Project Manager $158.10 Staff Professional I $86.70 Senior Project Analyst $172.38 Senior Technician $124.44 Project Analyst $96.90 Staff Technician $69.36
*Overtime for exempt employees will be billed at 1.5 times standard rate. Expenses will be billed at cost plus 3%. Subconsultants will be billed at cost plus 5%. Mileage will be reimbursed at current IRS mileage rates.

Navigant Hourly Rates
Partner $496.74 Consultant
Director $401.88 Sr. Analyst
Associate Director $352.92 Analyst
Managing Consultant $295.80 Admin Support
Senior Consultant $256.02
Auriga Hourly Rates
Program Manager I $255.00 Communications Engineer I
Program Manager II $229.50 Communications Engineer II
Project Manager I $204.00 Senior Field Engineer
Project Manager II $188.70 Field Engineer I
Principal Consultant $178.50 Field Engineer II
Senior Consultant $153.00 Senior Cost Estimator I
Associate Consultant $127.50 Senior Cost Estimator II
Principal Electrical Engineer $193.80 Senior Project Scheduler Senior Electrical Engineer $153.00 Project Scheduler
Electrical Engineer I $127.50 CAD Specialist/Supervisor Electrical Engineer II $117.30 Sr. CAD Designer
Associate Electrical Engineer $102.00 CAD Designer/Drafter Jr. Electrical Engineer $91.80 Document Control
Senior Communications Engr. $204.00 Technical Writer
Design Professional Agreement with AECOM Technical Services, Inc.

Rev. 09-28-18
$197.88
$185.64
$171.36
$158.10
$168.30
$137.70
$127.50
$102.00
$86.70
$204.00
$153.00
$178.50
$127.50
$102.00
$86.70
$66.30
$75.00
$90.00

Page 2 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 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 Contractor's insurance. The minimum coverages, provisions and endorsements are as follows:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

2. Exact structure and layering of the coverage shall be left to the discretion of 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 Design Professional Agreement with AECOM Technical Services, Inc.

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Page 3 ends

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, Contractor and/or its subcontractors 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

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. 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 Contractor. 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.

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.

Design Professional Agreement with AECOM Technical Services, Inc.

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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.

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.

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 E of this Exhibit C, above.

F. 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 Design Professional Agreement with AECOM Technical Services, Inc.

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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.

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.

G. 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.

H. 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 Electric Department
P.O. Box 100085- S2 or 1 EbixWay
Duluth, GA 30096 John's Creek, GA 30097
Design Professional Agreement with AECOM Technical Services, Inc.

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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 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.

Design Professional Agreement with AECOM Technical Services, Inc.

Rev. 09-28-18

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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.

J. 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 Design Professional Agreement with AECOM Technical Services, lnc./Exhibit D-Labor CompliancePage 1 Rev. 09-28-18
payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and 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.

K. 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 ii is Design Professional Agreement with AECOM Technical Services, lnc./Exhibit D-Labor CompliancePage 2 Rev. 09-28-18
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.

L. 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.

Design Professional Agreement with AECOM Technical Services, lnc./Exhibit D-Labor CompliancePage 3 Rev. 09-28-18

Amendment No. 1 to Agreement/AECOM Technical Services, Inc.

Rev. 10/25/19
Ebix Insurance No. S200004639

AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
AECOM TECHNICAL SERVICES, INC.

PREAMBLE
This agreement (“Amendment No. 1”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and AECOM Technical Services, Inc., 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. The Parties previously entered into an agreement entitled “Agreement for Design Professional Services between the City of Santa Clara, California, and AECOM Technical Services, Inc., dated February 12, 2021 (Agreement); and B. The Parties entered into the Agreement for the purpose of having Contractor provide plan implementation/project management services as requested by the City to support capital, operations, and maintenance projects; and C. The Parties now wish to amend the Agreement to include Program Management Services for Silicon Valley Power’s (SVP) System Expansion Plan Program.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement, entitled “Term of Agreement”, is amended in its entirety to read as follows:

“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 December 1, 2020, and terminate on June 30, 2027.”

Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 2 Rev. 10/25/2019

2. Section 6 of the Agreement, entitled Compensation and Payment is amended in its entirety to read as follows:
“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 AND PAYMENT PROVISIONS." The maximum compensation of this Agreement is eleven million dollars ($11,000,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance without an amendment to this Agreement.

3. Exhibit A – Scope of Services shall be deleted in its entirety and replaced with the attached Exhibit A – Scope of Services – Amended April 30, 2022, which is hereby incorporated into the Agreement.

4. Exhibit B – Schedule of Fees shall be deleted in its entirety and replaced with the attached Exhibit B – Compensation and Fee Schedule – Amended April 30, 2022, which is hereby incorporated into the Agreement.

5. 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.

Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 3 Rev. 10/25/2019
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

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

AECOM TECHNICAL SERVICES, INC.,
a California corporation

Dated:

By (Signature):

Name: Robert K. Turley, P.E.

Title: Vice President
Principal Place of
Business Address: (to be filled in by City staff)
Email Address: [email protected]
Telephone: (925) 989-9797
“CONTRACTOR”

Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 4 Rev. 10/25/2019

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA AND

AECOM TECHNICAL SERVICES

EXHIBIT A - SCOPE OF SERVICES
AMENDED APRIL 30, 2022

1. The Contractor shall perform plan implementation/project management services as requested by the City to support capital, operations, and maintenance projects including but not limited to:

1.1. As Needed Services:

1.1.1. Act as project manager for additional projects including the following activities:

1.1.1.1. Project permitting including support of CEQA determinations

1.1.1.2. Land acquisition

1.1.1.3. Project design and preparation of Plans, Specifications and Engineer’s Estimate

1.1.1.4. Bid support

1.1.1.5. Construction support

1.1.1.6. Record drawings and Project Closeout

1.1.2. System planning for electric utility distribution and transmission systems

1.1.3. Distribution and transmission line conceptual design, feasibility, and permitting.

1.1.4. Substation conceptual and/or detail design, feasibility, and permitting.

1.1.5. Support with substation communications, protection and control systems.

1.1.6. Assist with third party plan submissions such as WECC, CAISO, and PG&E.

1.1.7. Conduct load flow, short circuit studies and arc flash studies as needed.

1.1.8. Conduct Distributed Energy Resource interconnection studies as needed.

1.1.9. Assess existing design standards and recommend revisions or new standards.

1.1.10. Assess existing maintenance practices or standards and recommend revisions or create new standards.

Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 5 Rev. 10/25/2019

1.1.11. Provide drafting support as needed.

1.2. Program Management Services: Contractor shall provide Program Management Services for Silicon Valley Power’s (SVP) System Expansion Plan Program (SEP) including (1) SEP Program Management, (2) Program Wide Technical Support, and (3) Project Management for SEP Projects as further detailed in this Exhibit A-1 – Scope of Work for Program Management Services.

2. Authorization of Work:

2.1. Work may be assigned to Contractor through the evaluation of a Call for Proposal (CFP) or via direct assignment. The Contractor shall not begin any work unless a Purchase Order (PO) has been issued by the City for that particular work.

2.2. The Contractor shall conduct all necessary meetings and interviews, keep minutes and interview summaries as requested, and provide copies to SVP.

2.3. At the conclusion of each project, the Contractor shall provide electronic copies of all final reports, worksheets, system studies and data associated with this project to SVP in (but not limited to) .pdf, .docx, .xlsx, .xml, .dwf, .dwg, .sav formats as applicable and that are not proprietary in nature. If work is complete in PowerWorld, Contractor to ensure the deliverable is provided in proper and functional GE PSLF format as well.

3. e-BUILDER

3.1. Contractor shall use e-Builder for submission of data and documents throughout the term of this agreement, as requested by the City.

3.1.1. e-Builder is a web-based construction management application hosted by e-Builder, Inc. For certain projects to be defined by the City, e-Builder shall be the primary means of project information submission and management or as otherwise agreed upon with the City.

3.2. The City will establish Contractor's access to e-Builder by providing licenses to Contractor’s personnel at City’s cost. The Contractor’s designated users will be required to set up their computers/systems to use e-Builder in accordance to the e-Builder User Training Guider-2015. The City reserves the right to limit the licenses issued to Contractor in the future.

3.3. Contractor is required to obtain all necessary training to use the software. The City will provide one classroom training or a web-based seminar. A training session is 1 - 2 hours.

3.4. e-Builder is a web-based environment and therefore it is subject to the inherent speed and connectivity limitations of the Internet. The Contractor is responsible for its own connectivity to the Internet. e-Builder’s response time is dependent on the Contractor's equipment, including processor speed, Internet access speed, etc. and current traffic on the Internet. The City will not

Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 6 Rev. 10/25/2019
be liable for any delays associated from the usage of e-Builder including, but not limited to: slow response time, down time periods, connectivity problems, or loss of information. The Contractor shall ensure connectivity to the e- Builder system whether at the home office or job site. Under no circumstances will usage of e-Builder be grounds for a time extension or cost adjustment to the Contract.

3.5. Data entered in a collaborative mode (entered with the intent to share as determined by permissions and workflows within the e-Builder system) by the City and the Contractor will be jointly owned.

3.6. The Contractor is responsible for managing, tracking, and documenting the Work to comply with the requirements of this Agreement. The City's acceptance via automated system notifications or audit logs extends only to the face value of the submitted documentation and does not constitute validation of the Contractor's submitted information.

3.7. At the City’s sole discretion, project documents may be processed and distributed digitally over the internet or may be required to be presented in hard copy format.

3.8. While regular email may still be used for communication, when requested by the City, e-Builder shall be utilized as much as possible in connection with all document and information management required in the performance of projects where City has directed the use of e-Builder. Contractor shall be responsible for scanning or otherwise converting to electronic format all project submittals and Contractor correspondence, drawings, sketches, etc., and uploading them to the e-Builder web site and shall be responsible for the validity of its information placed in e-Builder. The Contractor shall use the existing forms and processes in e-Builder to the maximum extent possible. If a required form does not exist in e-Builder, the Contractor shall include a form of its own or one provided by the City (if available) as an attachment to a submittal or process. Documents and information to be submitted electronically include, but are not limited to:

3.8.1. Correspondence;

3.8.2. Meeting Minutes;

3.8.3. Submittals and Shop Drawings;

3.8.4. Product Data, reports, certifications, etc. must be submitted in PDF format. (If a sample is able to be scanned, it is requested a scanned PDF copy is submitted with the sample.);

3.8.5. Requests for Information (RFI’s);

3.8.6. Change Order requests and documentation, including record copies of Change Orders, Proposals, Modifications;

3.8.7. Pay Applications;

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3.8.8. “Official” correspondence (such as letters) including informal correspondence, such as e-mail;

3.8.9. Pre-Task Plans (PTPs);

3.8.10. Daily Construction Reports and other Daily Reports including Contractor Quality Control (CQC) Reports;

3.8.11. Quality Control (QC) Documentation

3.8.12. All official reports, such as Commissioning reports;

3.8.12.1. Notices and Claims;

3.8.12.2. Operations and Maintenance Manuals;

3.8.12.3. All Close-out documents; and

3.8.12.4. All testing results.

3.8.13. Archive Copies: When requested by City, Contractor shall keep an archive copy of all digital data created by Contractor, or submitted to Contractor via e- mail, or resident on the e-Builder for the duration of the Project. Such data shall be available to City, authorities with jurisdiction (including funding agencies or representatives) on demand.

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AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA AND

AECOM TECHNICAL SERVICES
EXHIBIT A – 1 SCOPE OF SERVICES FOR SYSTEM EXPANSION PLAN

1. TASK 1 – SEP PROGRAM MANAGEMENT

1.1. Task 1.1 – Develop Program Management Plan

1.1.1. Contractor will develop an overall Program Management Plan (PMP), including a programmatic execution strategy, to support the timely completion of projects required to achieve the SEP program objectives. The PMP will be developed in concert with SVP and will include input from key SVP staff/stakeholders related to their applicable scopes of work and inherent roles and responsibilities.

1.1.2. Contractor will assign a Program Management Consultant Team (PMC) generally structured as depicted in Appendix A.

1.1.2.1. Contractor shall inform the City immediately of any change in key personnel assigned to the City.

1.1.2.2. When requested by City, Contractor shall submit the resumes and other information supporting qualifications of the proposed replacement employee(s) to the City for review and approval. The City shall not unreasonably withhold
approval.

1.1.3. The PMP will include an SEP program overview summarizing the main components and strategy of the program including program description / summary and a comprehensive mission statement for the program. The PMP will also include program objectives, goals, risks, critical success factors, and major milestones so that from a high level outcomes can be measured against the overview to measure success.

1.1.4. As part of this task, Contractor will evaluate, leverage, and recommend improvements to existing SVP program/project
management policies, protocols, and procedures where appropriate to help:

1.1.4.1. Streamline communications,

1.1.4.2. Optimize performance and quality,

1.1.4.3. Enhance oversight and controls, and

1.1.4.4. Expedite project delivery.

1.1.4.5. Where new SVP program/project management policies and procedures are needed to guide SVP’s program, the PMC

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team will leverage past project experience and PMP
documents developed for other clients on other programs.

1.1.5. The PMP will provide program implementation protocols and processes for critical program management functions and is envisioned to include the following sections:

1.1.5.1. 01 – Program Description/Objectives and Project Management Office (PMO) Mission

1.1.5.2. 02 – Organization and Governance

1.1.5.3. 03 – Communications Management

1.1.5.4. 04 – Document Management

1.1.5.5. 05 – Schedule and Cost Management

1.1.5.6. 06 – Change Management

1.1.5.7. 07 – Quality Management

1.1.5.8. 08 – Risk Management

1.1.5.9. 09 – Engineering and Design Management

1.1.5.10. 10 – Procurement and Contracts Management

1.1.5.11. 11 – Permitting and Regulatory Management

1.1.5.12. 12 – Safety Health and Environment

1.1.5.13. 13 – Public Information and Stakeholder Management

1.1.5.14. 14 – Construction Management

1.1.5.15. 15 – Program Design Manual

1.1.5.16. 16 – Electrical Equipment

1.1.5.17. 17 – e‐Builder

1.1.6. Task 1.1 Deliverable: Draft and Final Program Management Plan documents (pdf and word format).

1.2. Task 1.2 – Develop Staffing Plan

1.2.1. The staffing plan is a major item in the overall PMP and will include appropriate details on the Division of Responsibilities (DOR) and level of effort/support required of each individual on the program and project teams.

1.2.2. Contractor will develop a recommended overall program organization with subsequent details regarding the overall core personnel as well as an organizational chart depicting the reporting structure and interdependency of the program organization and other key personnel.

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1.2.3. The staffing plan will aim to identify how the SEP program organization structure (or PMC team) is embedded into overall SVP organization structure, and how best to establish clear lines of communication, along with definitive roles/responsibilities.

1.2.4. The staffing plan(s) developed by the PMC will include program and project level staffing needs/ assignments and clearly define SVP, PMC, and other SEP project staff roles and responsibility.

1.2.5. Preparation of the staffing plan will help in the allocation of adequate staff resources to support the various program/project needs.

1.2.6. Contractor will present recommended updates to the Staffing Plan at least once per quarter.

1.2.7. Task 1.2 Deliverables:

1.2.7.1. Draft and final staffing plan (Organization Chart) in pdf and editable format.

1.2.7.2. Regular quarterly updates to the Staffing Plan to reflect new roles, responsibilities, and staff that may arise during execution of the program/projects.

1.3. Task 1.3 – Program Management/Coordination

1.3.1. As part of this task, the PMC team’s program manager and deputy program manager will perform day to day management and
coordination functions necessary to help the program progress efficiently and in line with the program management plan objectives and requirements. As part of this task, the PMC program manager and deputy program manager will coordinate with SVP and PMC staff so that the necessary resources are in place for required activities and that each resource/staff member is successfully fulfilling their necessary roles and responsibilities.

1.3.2. As part of this task the PMC team will also define, document and communicate SEP project development procedures and processes specifying the required steps (flow path) to be followed during the implementation of each phase of the projects (planning, design, construction, testing/ commissioning). The goals and outcomes of the project development procedures include:

1.3.2.1. Help to identify, document, and communicate required review checkpoints/gates necessary to obtain approvals and help establish that required prerequisites have been
satisfactorily addressed prior to moving on to the next phase of the project.

1.3.2.2. Help establish realistic timeframes and durations are understood by the PMC team and SVP staff and
appropriately accounted for in the overall program schedule.

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1.3.3. As part of this task the PMC program manager and deputy program manager will monitor the overall progress and implementation of the program and update various sections of the program
management plan. The PMC team will modify existing sections of the PMP and or add new sections to help the program (and projects) meet their milestones and objectives.

1.3.4. Task 1.3 Deliverables:

1.3.4.1. Perform day to day management and coordination of critical SEP program activities.

1.3.4.2. Monitor and assess progress of overall SEP program and projects (scope, schedule, budget) and report out to SVP management staff on a monthly basis.

1.3.4.3. Identify and develop mitigation plans for existing/potential program and project risks/issues.

1.3.4.4. Monitor progress of SEP program/projects to help establish adequate resources are in place and that staff are
successfully fulfilling their roles and responsibilities.

1.3.4.5. Attend and facilitate PMC team and SVP staff coordination meetings and disseminate program/project information and direction to appropriate staff resources.

1.3.4.6. Regularly evaluate PMP sections and update and amend PMP as needed on a quarterly basis.

1.4. Task 1.4 – Program Level Cost & Schedule Management/Tracking & Reporting

1.4.1. As part of this task the PMC team will develop and implement standard reporting requirements for projects under the SEP program that roll up to a standard monthly program report.

1.4.1.1. The PMC team will use e‐Builder capabilities to streamline report generation and provide access to real time
program/project cost, financial and schedule data to the greatest extent practical.

1.4.1.2. Major key performance indicators (KPI's) will be developed at the program level and implemented at the project level to view the overall program health and progress on a regular basis.

1.4.2. Task 1.4 Deliverables:

1.4.2.1. Prepare program schedule and update on a monthly basis.

1.4.2.2. Develop Key Performance Indicators (KPIs) and assess performance on a monthly basis.

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1.4.2.3. Prepare and distribute monthly program status summary report.

1.4.2.4. Identify and implement up to two (2) e‐Builder dashboards.

1.5. Task 1.5 – Risk Management

1.5.1. The PMC team will develop comprehensive risk register for the overall SEP program in collaboration with SVP staff.

1.5.1.1. The risk register included in this task will summarize the major risks associated with the program at a programmatic level and will be independent from project level risk registers that should be held and reviewed normally by project teams for each specific project/task.

1.5.1.2. The PMC team will identify and document potential risks to the timely completion of individual SEP projects and the overall program.

1.5.1.3. The PMC team will develop risk avoidance, mitigation measures, and or alternative implementation plans where feasible/appropriate for SVP staff consideration.

1.5.2. Program and project risk registers will be reviewed on a regular basis with key project stakeholders.

1.5.2.1. The PMC team will communicate limitations to SVP operations that could possibly occur due to potential impacts that cannot be sufficiently mitigated.

1.5.2.2. After initial development of the noted risk registers, Contractor will review the overall program risk register with SVP on a quarterly basis.

1.5.2.3. Contractor will review project-specific risk registers with SVP on a monthly basis.

1.5.3. Task 1.5 Deliverables:

1.5.3.1. Prepare initial risk register listing existing/potential program risks.

1.5.3.2. Regular monitoring and tracking of existing/potential program risks listed in register.

1.5.3.3. Prepare quarterly updates to risk register to capture status of existing risks and add/remove risks as appropriate.

1.6. Task 1.6 – Contract/Change Management

1.6.1. The PMC team will work with SVP staff as needed to support management of Engineering Procurement Construction (EPC) or developer contracts for the program.

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1.6.1.1. The PMC team will evaluate and make recommendations to enhance SVP's current Potential Change Order form as
needed to meet best practices.

1.6.1.2. The PMC team will recommend additional standard forms and procedures as appropriate/required to best fit SVP’s requirements and the SEP Program requirements.

1.6.2. As part of this task the PMC team will create, track and maintain a program and project level Change Order (CO) log to better inform SVP with real time updates on the potential impacts to the program and specific projects as a result of cumulative changes.

1.6.2.1. The PMC team will evaluate and verify designer and contractor change proposals (scope and cost) and
supporting justification.

1.6.2.2. The PMC team will use e‐ Builder capabilities to provide real time access to CO status and associated financial metrics and streamline and verify/document CO reviews and
approvals.

1.6.3. Task 1.6 Deliverables:

1.6.3.1. Facilitate the development and tracking of bid packages.

1.6.3.2. Document and implement change management
procedures/processes.

1.6.3.3. Review/ approve SEP project invoices.

1.7. Task 1.7 – Programmatic Health and Safety Requirements

1.7.1. As part of this task, the PMC health and safety manager will set up and structure the programmatic health and safety plan
requirements to be used and followed by each of the SEP project design consultants and construction contractors. In development of the programmatic health and safety plan, the PMC health and safety manager will leverage AECOM best practices and existing SVP health and safety requirements to identify additional requirements and best practices used by other clients on other projects.

1.7.2. While Contractor will be providing program level safety support, SVP’s design consultants and construction contractors are responsible for the safety of their operations and control of the site.

Contractor will support actions needed to assign health and safety responsibility to design and construction contractors such as contract terms and recommendations to evaluate and monitor compliance by design and construction contractors.

1.7.3. Task 1.7 Deliverables:

1.7.3.1. Develop programmatic health and safety plan.

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1.7.3.2. Track and monitor SEP project’s implementation and compliance with required health and safety protocols.

1.8. Task 1.8 – Schedule Oversight

1.8.1. At the program level, the PMC team scheduler will use Primavera P6 (P6) to create an overall program schedule (based on each Contractor's individual project schedules) and then implement the overall program schedule into e‐builder.

1.8.1.1. This will allow the PMC team scheduler to better control the schedule ties and critical path providing better insight into the logic and required sequencing of the overall program schedule.

1.8.1.2. The PMC team scheduler will develop the program schedule to account for external factors/influences such as equipment procurement and other project stakeholders including, but not limited to, PG&E, Santa Clara City Council, and
Developers.

1.8.2. At the project level, the design consultants and construction contractors will own and be responsible for their project's design phase and construction schedules.

1.8.2.1. The project level schedule format will likely be similar to the format of the program schedule.

1.8.2.2. The PMC team scheduler will use P6 in the background and then implement a customized schedule into e‐builder. For example, PMC will develop a level 2 project schedule rolled up from the contractor’s schedule for high level review by the PMC team and SVP.

1.8.3. The PMC team will also develop recommended specific schedule requirements to be followed by the design consultant and contractor, and implement these schedule requirements into a standard contractual Exhibit that can be included contracts with design consultant’s and contractor's to help the PMC team and SVP staff have better control on the necessary schedule data received by others.

1.8.4. The PMC team will provide program schedule critical path analysis and recommendations to expedite completion and mitigate delays, on a regular basis through the periodical schedule analysis and schedule update report.

1.8.4.1. Where specific projects within the program fall behind schedule, the PMC team will work with the design
consultants to adjust critical path items.

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1.8.4.2. During construction, the PMC team will also help track and monitor the delivery of key product materials and electrical equipment procurement.

1.8.4.3. The PMC team’s schedule performance analysis will be communicated effectively in accordance with the job specific report frequency matrix, which will include: contract and execution milestones, work force and progress charts,
updated summary and control schedules, look‐ahead and
specialty schedules, critical path and variance analysis, total float, and regular status meetings.

1.8.5. Task 1.8 Deliverables:

1.8.5.1. Develop and maintain project and program schedules.

1.8.5.2. Review/ make recommendations to standard schedule templates in e‐Builder.

1.8.5.3. Standardize design consultant and contractor schedule input.

1.9. Task 1.9 – Cost Control/Estimating

1.9.1. As part of this task, the PMC team will monitor and evaluate the performance of the overall SEP program and each project within the program.

1.9.2. Program and project financial budget status, schedule, and associated cash flow projections as well as required budget authorizations will be evaluated on a regular basis. Budget reporting shall include appropriations budgets, encumbrance budgets, and contract budgets.

1.9.3. The PMC team will monitor the financial budget status through a list of applicable cost performance reports on the job‐specific report frequency matrix, including due dates.

1.9.4. Cost performance will be periodically reported to SVP quarterly and will be reconciled to the metrics compiled in the cost database processor. The PMC team will produce standard slides to report cost performance in a consistent format, such as PMC team standard client weekly report and updated resource/spend‐out plans, in addition to the project cash flow and forecast.

1.9.5. The cost control process will be developed and documented by the PMC team including input from SVP staff to monitor budgets. The process will include provisional allowances for the project and preparing useful reports for use by the PMC team and SVP staff.

1.9.6. The cost control measures will use cost data from SVP, the design consultants, contractors, and the PMC team. The generated reports

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will indicate program and project costs aspects, and are envisioned to include the following:

1.9.6.1. Potential and pending changes;

1.9.6.2. Variances between actual and budgeted costs;

1.9.6.3. Anticipated / Unforeseen costs;

1.9.6.4. Use of SVP in‐house forces;

1.9.6.5. Use of allowances or contingencies in contractor contract.

1.9.7. Budget revisions will be incorporated into the cost control system.

Payment requests from the contractor will be reviewed by the PMC team and recommendations for approval will be presented to SVP.

1.9.8. The PMC team will process and monitor contractor use of allowances within the construction contract. The PMC team will track costs within the cost control system.

1.9.9. The PMC team will also work through e‐Builder (in coordination with SVP) to initiate a program level cost reporting visible by all and based on key program and project level performance indicators to manage, analyze, and communicate the costs at the program level on a regular basis.

1.9.10. Task 1.9 Deliverables:

1.9.10.1. Review/ validate project budgets.

1.9.10.2. Perform cash flow analysis.

1.9.10.3. Manage and analyze actual vs. planned budget and address needs for additional budget approvals where needed.

1.9.10.4. Perform earned value analysis for SEP program and associated projects.

1.9.10.5. Generate SEP program/ projects cost reports.

1.9.10.6. Review and evaluate contractor pricing.

1.9.10.7. Review and evaluate change order requests.

1.10. Task 1.10 – Records Management

1.10.1. The PMC team records manager will identify and use an optimal centralized electronic filing system to retain/archive and access appropriate program/project documents. Contractor shall evaluate the use of the City’s existing laserfiche program where applicable.

1.10.2. The PMC team will consider both SVP network‐based filing location, and online/shared electronic file retention/management sites.

1.10.3. The PMC team will also recommend and document standardized requirements and procedures for retention and archiving of

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appropriate project documents, and define and list required project documents to be retained and archived, such as design packages, shop drawings, equipment and material submittals, testing and commissioning plans, RFIs, change orders, design changes, as‐ builts.

1.10.4. The PMC team records manager will work with SVP staff to develop and or enhance the program and project standard folder structure and help implement consistent utilization of structure throughout SEP projects. The PMC team’s record manager will also work across all the projects in the portfolio to upload, download, rename files and keep version control of project records.

1.10.5. Task 1.10 Deliverables:

1.10.5.1. Identify and use an optimal centralized electronic filing system to retain/archive and access appropriate
program/project documents.

1.10.5.2. Establish and document standardized requirements and procedures for retention and archiving of appropriate project documents.

1.11. Task 1.11 – e‐Builder Support

1.11.1. The PMC team’s e‐Builder lead will assist the PMC team staff in expediting their understanding of e‐ Builder, enhancing PMC staff capabilities and seamlessly integrate PMC team’s use of SVP’s e‐ Builder platform.

1.11.2. The PMC will

1.11.2.1. Analyze "system adoption" type reports and process workflow usage to identify extent of system usage.

1.11.2.2. Develop strategies plans to increase e-Builder usage accordingly.

1.11.2.3. Evaluate SVP’s e‐Builder platform and setup to see where optimization and enhancement/additions may be desirable.

1.11.3. Assumption: For year 2 and beyond it is assumed that there are no e‐Builder services

1.11.4. Task 1.11 Deliverables:

1.11.4.1. Evaluate and develop schedule templates.

1.11.4.2. Enhance user interface with outside Contractors/ Vendors where possible.

1.11.4.3. Evaluate and improve workflow improvements where possible.

1.11.4.4. Develop or optimize document archiving processes.

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1.11.4.5. Develop and or enhance dashboards (for project team vs. executive/management team, etc.).

1.12. Task 1.12 – Public Outreach

1.12.1. Public outreach for the SEP program is not currently envisioned to require significant support from the PMC team. As requested by SVP staff, the PMC team can provide limited public outreach support for the new 115kV T‐line from Northern Receiving Station (NRS) to Kifer Receiving Station (KRS) project and the Reconfigure 60kV T‐line NW and Center Loop project.

1.12.2. Task 1.12 Deliverables may include:

1.12.2.1. Prepare project information for council meetings.

1.12.2.2. Eminent domain queries.

1.12.2.3. Status report out to customers such as major data centers two to three times per year using SVP standard
template/approach.

2. TASK 2 – PROGRAM WIDE TECHNICAL SUPPORT

2.1. Task 2.1 – General Technical/Engineering Support
AECOM’s general technical/engineering support will include the following subtasks:

2.1.1. Task 2.1.1 – Organize, review, and support development of SVP standards and libraries

2.1.1.1. Contractor will leverage its experience working for other agencies to develop program‐wide engineering design
criteria and standards.

2.1.1.2. The PMC technical support team will assist with updating of SVP’s engineering design standards.

2.1.1.3. As part of this task, the PMC technical team will engage SVP management, engineering, and operations staff to better understand current SVP preferences and requirements, and to support the development of established program‐level design requirements that will apply to every SVP System Expansion Plan Capital Program project.

2.1.1.4. Contractor will leverage and enhance existing SVP design standards and specifications developed to date. Where
required, contractor will develop new SVP design standards and specifications pertaining to substations to support implementation of SEP Program (and other SVP) projects.

2.1.1.5. Contractor will update SVP standard engineering specifications including:

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2.1.1.5.1. Update specifications to CSI standard numbers and format for consistency with industry standards
and to differentiate specifications from SVP design
standards/processes/procedures.

2.1.1.5.2. Inventory and assess existing specifications, identify specifications that may be missing, and
recommend specifications fill in gaps.

2.1.1.5.3. Create specification libraries with standard Table of Contents (TOC) for each type of project SVP
does including: distribution substation (SVP
owned, typical 60KV‐12KV); junction substation
(dedicated customer, typ. Customer-owned); and
transmission and distribution line extensions or
rebuilds.

2.1.1.5.4. Identify and organize specifications by type or use, such as Procurement, Construction, Prescriptive,
Performance, etc.

2.1.1.6. Develop inventory of standard engineering design drawings and identify where improvement may be needed.

2.1.1.6.1. Review SVP's Substation Design & Construction Manual Index (SD‐5000).

2.1.1.6.2. Identify design standards, processes, or
procedures that may be missing or needed.

2.1.1.6.3. Develop missing or incomplete design standards for review by SVP based on best industry
standards, SVP preferences/requirements, etc.

2.1.2. Task 2.1.2 – As‐built support – standards, cleanup of existing drawings

2.1.2.1. The PMC team will establish and document standardized requirements and procedures for preparation of as‐built drawing package, including required file format (.pdf and .dwg), level of detail, supporting backup (e.g. redline hardcopies), etc.

2.1.2.2. The PMC team will support SVP to implement as‐built standards and requirements consistently throughout SEP
projects.

2.1.2.3. The PMC technical team will coordinate with SVP staff to obtain and compile available final design and as‐built
drawings associated with the SEP Program projects. The
PMC technical team will review the final design/as‐built plans, and help identify which drawings should be
retained/archived and which drawings are outdated and/or

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superseded and may be discarded. The PMC team will
conduct site visits, if needed, and interviews with SVP O&M staff to identify, confirm and document as‐built existing conditions.

2.1.3. Task 2.1.3 – Transformer/GIS procurement specifications/packages

2.1.3.1. The PMC team will support SVP’s procurement process for capital equipment purchases by organizing technical
specifications and/or technical packages that may be
required for bidding or vendor procurement. Technical
specifications may require meetings with the PMC team,
SVP and vendors to confirm technology details.

2.1.3.2. The PMC team understands that SVP intends to procure a significant amount of large power transformers and GIS
equipment for projects in the SEP Program. The PMC team will evaluate and support (if requested by SVP) the purchase of all (or most) transformers and or GIS in a single purchase order to one vendor. The PMC technical team will assist SVP to develop procurement specifications for this
equipment. Specifically, the PMC team proposes to:

2.1.3.2.1. Review technical content of one power
transformer procurement specification, including
up to one technical data sheet specific to each
project in the SEP program.

2.1.3.2.2. Review technical content of one gas‐insulated substation (GIS) procurement specification,
including content related to gas‐insulated bus/line
(GIB/GIL), and up to one technical data sheet
specific to each project in the SEP program.

2.1.3.2.3. Review SVP proposed solicitation document and contract terms.

2.1.3.2.4. Review vendor proposals and assist SVP in
identifying a preferred vendor.

2.1.3.2.5. Review vendor design and shop drawings, test plans, Operations and Maintenance (O&M)
manuals, etc.

2.1.3.2.6. Provide comments for each review based on SVP stated project needs and applicable industry
standards.

2.1.3.2.7. Assumptions for task 2.1.3 include the following:

2.1.3.2.7.1. SVP will provide a current draft of related specifications and solicitation documents
previously developed by SVP for the

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PMC team’s review. The PMC team
does not anticipate a need to originate
these documents and will work with SVP
to develop content.

2.1.3.2.7.2. The PMC technical team will provide
review of the technical aspects, and the
general contract terms and requirements.

2.2. Tasks 2.2 thru 2.10 – Engineering/Technical Support for SEP Projects

2.2.1. Contractor will provide engineering/technical support as shown in the project summary attached as Table 2. Additional details about scope are defined in the subsequent sections.

Engineering/technical support of project 2124-000 has been removed from the Contractor’s scope of services.

2.2.2. Subtask – Review planning package
The PMC technical team will review SVP’s Planning Package for each SEP Program project. Review is anticipated to include:
general project scope, schedule, risks, and required resources (including roles and responsibilities of internal SVP departments and staff, and consultants or contractor’s roles and responsibilities), and accompanying concept plans/diagrams illustrating proposed and/or required improvements.

2.2.3. Subtask – Develop design scope of work

2.2.3.1. To help expedite procurement of design consultants for specific SEP Program projects, the PMC technical team will develop design scope document that can be used in SVP’s call for proposals (CFPs).

2.2.3.2. It is anticipated that the design scopes of work would include, proposed/planned project description /
improvements, design criteria, schedule requirements,
design consultant’s scope of work, DIR requirements, and a preliminary concept plan illustrating the project site/proposed improvements.

2.2.4. Subtask – Design package reviews

2.2.4.1. As part of this task, the PMC team’s technical staff will provide Quality Assurance (QA) reviews of design
consultants’ work products.

2.2.4.2. This task will include technical review of the design consultant’s work products, including conformance with SVP standards and program‐wide design criteria, and
coordinating meetings with the design consultant and
appropriate group(s) within SVP to address unresolved
issues. Contractor’s team of specialized technical staff can

Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 22 Rev. 10/25/2019
be used to review design plans and specifications and assist SVP in providing thorough technical evaluations.

2.2.4.3. In addition, the PMC team’s technical review of the detailed design package for each SEP Program project will check for compliance with the contract scope of work, specific project requirements, and applicable codes and standards. The
PMC technical team will assign discipline specific leads to review each design package and provide a consolidated set of review comments to SVP for consideration at each
submittal stage. The PMC team will then meet with SVP and the Engineer of Record (EOR)/designer at each design
submittal stage to clarify and resolve outstanding comments.

2.2.4.4. Assumptions for this Subtask include the following:

2.2.4.4.1. The number and quantity of review documents
may vary based on project specific needs and
contract requirements. Design documents are
anticipated to include on the order of 200 drawings
and 20 design specifications at the 100% stage.

2.2.4.4.2. PMC technical team review comments would
typically be consolidated and returned in a
spreadsheet, redline markup, and/or other
standardized comment tracking format, with
comment/response tracked through the
100%/Issued For Construction (IFC) design
phase.

2.2.4.4.3. Review comment responses will typically be
delivered in 2‐4 weeks depending on the project
size, submittal stage, and schedule requirements,
to be mutually agreed upon per specific project
needs.

2.2.5. Subtask – Engineering support during construction

2.2.5.1. It is anticipated that the design consultant/EOR for each project will primarily be responsible to perform engineering support during construction.

2.2.5.2. If requested by SVP, the PMC team can provide engineering support during construction to assist SVP in responding to construction contractor Request for Information (RFI),
reviewing and commenting on contractor submittals, and
evaluating pros/cons of design and construction options. It is anticipated that this as-needed support will primarily occur for on major submittals or specific issue resolution.

2.2.6. Subtask – Environmental/CEQA support

Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 23 Rev. 10/25/2019

2.2.6.1. As part of this task, the PMC team will provide as‐needed programmatic environmental support services to SVP to
facilitate compliance with applicable environmental
requirements of the program.

2.2.6.2. The PMC team’s environmental lead will work with Contractor’s broader program management team to identify environmental compliance requirements on each project.

2.2.6.3. Additional environmental support services may include:

2.2.6.3.1. Evaluating California Environmental Quality Act (CEQA) compliance needs for each project,
including whether projects qualify for Categorical
Exemptions or require CEQA environmental
review.

2.2.6.3.2. For those projects that will not qualify for a Categorical Exemption, Contractor will evaluate
and recommend the appropriate level of
environmental review that is appropriate.

Contractor expects that most projects to qualify for
Categorical Exemptions, but recognizes that some
capacity‐increasing or new infrastructure projects
may require some level of CEQA review and
public noticing. For those projects that will not
qualify for Categorical Exemptions, we would
expect that Initial Studies accompanied by either a
Negative Declaration or Mitigated Negative
Declaration are the most likely types of CEQA
review that would be necessary. Where
appropriate, recommendations will also be made
to streamline CEQA compliance at a program
level.

2.2.6.3.3. Providing recommendations for technical studies to support CEQA environmental review or
documentation of a Categorical Exemption.

2.2.6.3.4. Evaluating regulatory permitting requirements related to potential impacts to wetlands, waters of
the United States, cultural resources, listed
species, or other resources.

2.2.6.3.5. Developing recommendations or guidance to
assist projects in minimizing or avoiding potential
regulatory permitting triggers or other impacts.

2.2.6.3.6. Providing guidance on the handling, management, and disposal of hazardous materials.

2.2.6.3.7. Developing a framework for documenting

Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 24 Rev. 10/25/2019
environmental compliance on each project.

2.2.6.3.8. While not specifically included in this scope, AECOM has local teams and expertise to prepare
CEQA documents and perform the appropriate
public noticing, as well as related technical studies
(e.g. biology, cultural resources, air quality, noise)
or regulatory permitting, should SVP require
additional assistance.

2.2.7. Subtask – Right‐of‐Way Engineering and Acquisitions If required by SVP, Contractor can mobilize staff to support Right of Way (ROW) engineering, reviews and acquisition tasks which may include field surveying. Contractor can support SVP’s evaluation or negotiation with other stakeholders. Required scope of services and associated costs will be developed at a future date if/when needed.

3. TASK 3 – PROJECT MANAGEMENT FOR SEP PROJECTS

3.1. Contractor will provide project management services for the following Capital Projects:

3.1.1. Task 3.1 –Project 2124‐0000 (Rebuild 60 kV T‐line Fiberglass and Walsh Substation) – Management of this project 2124-000 has been removed from the Contractor’s scope of services.

3.1.2. Task 3.2 –Project 2445‐0000 (NRS 392 breaker mitigation)

3.1.3. Task 3.3 –Project 2430‐0000 (NRS Transformer 2, spare transformer)

3.1.4. Task 3.4 –Project 0000‐5001 (Rebuild 60 kV T‐line Walsh and Uranium Substations)

3.1.5. Task 3.5 –Project 2456‐0000 (Rebuild Scott Receiving Station, SRS)

3.1.6. Task 3.6 –Project 2453‐0000 (Rebuild Kifer Receiving Station, KRS)

3.1.7. Task 3.7 –Project 2454‐0000 (NRS transformer upgrade)

3.1.8. Task 3.8 –Project 2455‐0000 (New 115 kV T‐line connecting NRS to KRS)

3.1.9. Task 3.9 –Project 0000‐5003 (Reconfigure 60kV T‐line Northwest and Center Loop)

3.1.10. Task 3.10 – The following Substation Projects

3.1.10.1. Project 2451‐0000 (Freedom Circle Junction Substation 49MVA)

Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 25 Rev. 10/25/2019

3.1.10.2. Project 2443‐0000 (Laurelwood Junction Substation 99MVA)

3.1.10.3. Project 2442‐0000 (San Tomas Junction Substation 99MVA)

3.1.10.4. Pacific Substation

3.1.10.5. Bowers Area Junction

3.2. For the SVP Capital Program projects (SEP and substation projects identified in Table 3), Contractor will support SVP by providing project management services in order to drive progress on the projects and maintain project schedules. Contractor PMs support projects by:

3.2.1. Providing a consistent contact person for each project who can interface between SVP, developers, stakeholders, contractors, EPC’s, EOR, Authority Having Jurisdiction (AHJ), California Independent System Operator (CAISO),

3.2.2. Monitoring communications so that key information is distributed to the correct group of people and

3.2.3. Managing action items so that project contributors, stakeholders and EORs meet their delivery date commitments.

4. Background:

4.1. The development of this scope and cost proposal to perform program management services is largely based on SVP’s Program Management Services Call for Proposal and the SEP Program “gap analysis” work performed by AECOM under Task Order No.1. (TO1) Issued under the Original Agreement.

4.2. The TO1 “gap analysis” work performed in late 2021 was instrumental in helping AECOM’s program management team better understand the SEP program objectives, the status of various SEP Program projects, typical SVP processes and design standards, typical SVP staff roles and responsibilities, and the organizational structure and availability of SVP staff resources.

4.3. Contractor’s PMs will focus on and execute detailed services that were identified in AECOM’s Gap Analysis (discussed with SVP) such as:

4.3.1. For development projects, Contractor will prepare a project fact sheet including, but not limited to: summary of development project scope, interconnection details, point of contact, status of key project milestones. Contractor will regularly update project fact sheet on at least a monthly basis.

4.3.2. For PG&E projects, Contractor will prepare project fact sheet summarizing PG&E project scope and includes, but is not limited to: interconnection details, PG&E project manager/point of contact, status of key project milestones. Contractor will regularly update project fact sheet on at least a monthly basis.

Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 26 Rev. 10/25/2019

4.3.3. Contractor will complete project‐level reports for SVP on a monthly basis.

4.3.4. Develop project‐specific budgets, staffing plans (including construction management and quality assurance), and schedules.

4.3.5. Facilitate and coordinate the engineering support services described in this Exhibit A.

4.3.6. Implement program management procedures to individual projects described in this Exhibit A.

4.4. Generally, Contractor project managers will also:

4.4.1. Serve as the primary (or secondary) point of contact for the project to support the SVP project manager.

4.4.2. Coordinate with SVP departments.

4.4.3. Manage project implementation.

4.4.4. Coordinate project work with PG&E.

4.4.5. Manage Public Works Contract Scope of Work (SOW) and equipment with long lead time procurement.

4.4.6. Plan and coordinate system energization with other projects (e.g.

KRS project manager must coordinate with adjacent NRS and SRS project).

4.4.7. Manage environmental permitting process (if required for project).

4.4.8. Coordinate technical inquiries between the SVP’s team, leads or engineers.

4.4.9. Coordinate Contractor’s review of Engineering Planning Packages, Design Scope Packages, and Design Packages including:

4.4.9.1. Deliver Contractor’s review comments to SVP.

4.4.9.2. Organize discussions/conference calls between key technical staff and EOR’s if needed.

4.4.9.3. Facilitate resolution of review comments and responses.

4.4.10. Oversee or distribute (if needed) key communications from SVP or developer to so that the key information is cascaded fully throughout the project team and relevant stakeholders. Organize conference calls where needed to complement email
communications between parties.

4.4.11. Review billing invoices from other SVP contractors (EPC, EOR, AHJ permit fees) including: validate that invoiced work has been received and accepted by SVP, accurate rates are charged, and that the contractor has complied with any prevailing wage requirements.

Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 27 Rev. 10/25/2019

4.4.12. Regularly validate that the Contractor team activities are within the approved scope of work.

4.4.13. Identify tasks where Contractor could provide added value to SVP (such as tasks that could generate a time savings or cost savings).

4.4.14. Be available to SVP for troubleshooting and regulatory guidance and participate in negotiations and contracting.

4.4.15. Engage previously identified Subject Matter Experts (SMEs) for individual projects if discipline‐specific questions arise (such as right‐of‐way access, environmental permitting, etc.).

4.4.16. Execute the projects in accordance with Contractor’s Quality Management System and Project Delivery System, thus bringing influence from Contractor’s ISO9001 certification.

4.4.17. Respond to other ad hoc requests from SVP as feasible within the proposed Time and Materials budget.

4.4.18. This Agreement as Amended does not include any field activities.

In the event additional services are added that include field activities, Contractor may be required to execute a labor compliance addendum and comply with associated prevailing wage provisions.

5. Schedule:

5.1. The SEP Program will be implemented over approximately (e.g. five (5) years from the effective date of Amendment No. 1).

5.2. The scope of services in this Exhibit A reflects all services that are currently anticipated to be provided by Contractor in support of SVP’s SEP Program over the approximate 5‐year period.

Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 28 Rev. 10/25/2019

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA AND

AECOM TECHNICAL SERVICES

EXHIBIT B - COMPENSATION AND FEE SCHEDULE
AMENDED APRIL 30, 2022

1. Compensation

1.1. This is a time and materials agreement.

1.2. Cost Estimates:

1.2.1. Task Order 1: Estimated costs for Task Order 1 in the amount of $328,095 by this Amendment. Tables 1A - 1E provide a detailed breakdown of the annual cost per task and staff for Task 1 for each of the 5 years.

1.2.2. Task Order 2 and 3:

1.2.2.1. Estimated labor costs to provide support services included in Exhibit A, for a 5‐year duration as part of Task Order No. 2 is estimated to be $9,968,447.

1.2.2.2. Additional detail on the estimated cost by task and staff can be found in the attached cost tables.

1.2.2.2.1. Exhibit B - Table 1 - provides a summary of the annualized costs for each task over the entire 5‐
year duration.

1.2.2.2.2. Tables 2A – 2E provide a detailed breakdown of the annual cost per task and staff for Task 2 for
each of the 5 years.

1.2.2.2.3. Tables 3A – 3E provide a detailed breakdown of the annual cost per task and staff for Task 3 for
each of the 5 years.

1.2.2.3. Subject to written approval of the City, Contractor may transition costs between categories within each cost
estimate but only to the extent that these transitions leave sufficient funding to complete the projects identified in each cost estimate.

1.3. Contractor shall notify City as soon as practical if there is a risk that cost estimates will be exceeded and shall not perform work that will result in costs exceeding the estimate without an executed amendment to this Agreement.

2. Rates

2.1. Services shall be provided according to the rates in Table B2 – Hourly Rates:

Services performed prior to this Amendment shall be invoiced at the rates in place at the time of the service.

Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 29 Rev. 10/25/2019
Table B2 – Hourly Rates
Position Hourly Rates
Principal $280.50
Senior Project Manager $273.76
Lead Engineer $253.98
Program Manager $245.00
Senior Technical Advisor $244.40
Deputy Program Manager $188.50
Project Manager $188.50
Public Outreach $180.00
e-Builder SME $178.50
Lead Cost Estimator $172.38
Cost Estimator $172.38
Senior Project Analyst $172.38
Project Controls/Contract Manager $158.10
Cost Analyst $158.10
Scheduler $158.10
Environmental Compliance $158.10
Project Engineer $147.90
Records Manager $134.64
Technical Writer $134.64

2.2. Overtime for exempt employees will be billed at 1.5 times hourly rate. Any work requiring overtime rates shall be expressly identified and approved in writing by the City prior to commencing work.

2.3. Rate Adjustments. Table B2 - Hourly Rates shall have an annual escalation of 2% from December 1, 2020, to December 1, 2025. No later than 30 days before

Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 30 Rev. 10/25/2019
the commencement of the sixth year of the term of the Agreement, Contractor may request by written notice to the City further adjustments to the Table B2 - Hourly Rates; provided, Contractor shall provide justification for the proposed adjustment for the subsequent years. City my approve or deny such adjustment request in its sole discretion which will be provided in writing (e-mail acceptable).

3. Authorization for Work:

3.1. In the event that Contractor is requested to perform additional work not included in the scope of this Agreement or if a task exceeds the Budget outlined in the exhibits, Contractor shall submit a proposal for such additional work. If contingency funds are available in the Agreement to complete the project quoted, Contractor may perform such additional work upon written authorization of the City (e-mail acceptable).

3.2. If insufficient contingency funds are available to complete proposed work, an Amendment to this Agreement shall be executed in advance of starting work.

No products or services that will commit or authorize funds in excess of the contingency funds outlined in will be provided unless both Parties execute an Amendment to this Agreement.

4. Reimbursable Expenses

4.1. City Requested Expenses. Outside services such as, but not limited to outside reprographic services, materials and equipment, will be invoiced at cost plus 3%. Subcontractor services will be invoiced at cost plus 5%.

4.2. Expenses shall be reimbursable only to the extent that CONTRACTOR submits sufficient documentation to the City that the expenses were directly incurred in providing the requested services and that such costs are not already included in the fee or hourly rate.

4.3. Travel and Per Diem. Travel and Per Diem will be invoiced at cost.

4.3.1. Unless approved in writing (e-mail acceptable) in advance, meals, lodging, and related Per Diem shall not exceed the rates outlined by United States General Services Administration (GSA)
https://www.gsa.gov/travel-resources

4.3.2. Mileage. Personal automobile travel from portal to portal or between locations will be charged at IRS mileage rates per mile in place at the time of travel.

4.3.3. Travel Expenses. Airfare, car rental, taxi, parking, tolls, and incidental expenses will be invoices at cost, with receipts provided for any expenses. Airfare, if required, shall be at economy class.

4.4. An estimate for any anticipated reimbursable expenses shall be included in Contractor’s response to any CFP or other proposal to perform additional work.

Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 31 Rev. 10/25/2019

4.5. Contractor shall provide supporting documentation such as invoices or receipts for all Pass-Through costs.

5. Invoicing and Payments:

5.1. Contractor will invoice 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.

5.2. All monthly invoices shall include

5.2.1. PO number,

5.2.2. Itemization of the authorized expenses incurred, if any, with a detail listing the cost and source of such expenses and when they were incurred in a formal that will permit City to verify rates are the same as those authorized in the Agreement.

5.2.3. Amount paid to date and remaining Agreement amount.

5.3. If City disputes an expense in an invoice, City may deduct the disputed expense from the payment of that invoice, provided that City submits to Contractor a written explanation of why the expense is being disputed.

5.4. If there are no discrepancies or deficiencies in the submitted invoice and Contractor has submitted all required Certified Payroll, City shall process the invoice for payment.

5.5. Contractor shall maintain documentation of such time and costs for City inspection for a period of three (3) years from the date of termination of this Agreement.

Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 32 Rev. 10/25/2019
Table 1: Summary of Total and Annual Estimated Costs

Table 1A: Detailed Breakdown of AECOM's Estimated Labor Costs for Task 1 (Year 1)

# ' /✓ ·/// ·/ / '/
o" V
ESTIMATED COSTS o<l 7>\ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~
TASKS 1·3, YEARS 1·5 ~·
7>,., ,& 7>" ,& 7,'- ~ O 7>" ,& i '1- 4.e'li
¢ 4.e ~ 4.e ~ ...._e ~'y 4.e ~ 4.e ~ "\o'-~
0 "
Apr 1, 2022 thru Mar 31, 2 023 Apr 1, 2 023 t hru Mar 31, 2024 Apr 1, 2024 t hru Mar 31, 202S Apr 1, 2025 thru Mar 31, 2026 Apr 1, 2026 t hru Mar 31, 2027 Apr 1, 2022 thru Mar 31, 2027 TASK 1 • Program M anagement $1,874,111 s $1,489,596 $1,287, 101 $987,752 $658,903 $383,531 $4,806,883 TASK 2 • Program Technical Support $605,649 s $453,7 38 $273,87 0 $147,216 $53,110 $48,667 $976,601 TASK 3 • Project Manage me nt $659,609 perlar1eproje ct s $1,211,602 $1,235,834 $1,027,634 $452,137 $252,757 $4, 179,963 ODC's s $1,000 $1,000 $1,000 $1,000 $1,000 $5,000
Yearly Cost s $3,155,935 $2,797,805 $2,163,602 $1,165,150 $685 ,955 $9,968,447 Cumu lativl! Co st $ $3,155,935 $5,953,740 $8,117,342 $9,282,493 $9,968,447 ,...., Project
Pregr:1m Prog11m C0nt r;:act ContTol, / Fin:iinci.:il Reeord$ P1incipal Milnily tr M,magu M.:111.-iger S.lfety Man,1ger l.\ln a(ler Ovenigll t CO$t Es lin-.ating Cost Estimatin ~ 3chedult, Manager E·Builde-r Public CX.1each AECOM Program Manag ement Services P-ogram seniof
'""''"
semor Proiect Senior Senior Pro;ect Saiiof Pf~ ed sen" MminiFro,ect Senior Seoiof (YEAR 1 - A(2r 2022 to Mar 2023) r>rincipol Mono!;J:f ITo'.cs:licnolV """'"" ,..,..,., l'rofc---Nional ll A.nat(St l'ro'C!3:licflol Ill A~:;t Arn:y.;: rrctcs:: ional I'✓ A:lsi3t.:n Prote55ioflol V f'rofc:l.;ien (I] II OOCs (Tr.wel ) U.bc r cos1 RM i1a\/C1 snt>llf>y ..... Sn.TTTin .lf1Sf>[):1 ,~ fy:ff WINlilm M a ll/W'W l!<.K A;imr, l illlr.1 TU,ky r,i, l lovmd D..O:o'<'ich Co.a, Wilml, Ray 3carle Mc~.on Welker Amoo h """'
Adc lrrm
Bill R~te $205 11 $286 .11 S202.88 $~8.89 $ 161.26 $17:>.83 Sl 612 6 $175.33 $175.83 $182.07 $98.34 i202.8B S161.26 Task Oescrig:ti on
Tosk 1 • SEP Proarom Monoaement
Took U - Develo p Proara m tlonOQcmcnt Pla n 20 120 80 ◄O ' '
66,441
T;i:c;k 1 7 - r>P.vP.klfl St.:i't'n9 Plan :,u HU tiU s $ 40,784 Task i .3 - Progran M aJlc)9etllc n1/Coord nc,to n 40 1140 400 $ • 416,761 Took i .4 - Progron Lc,·cl Cost & Schedule M.:nagemcnt Tracking & Rt~x.11l i 11J • ,,o ;;40
' '
11 8,7M
T~ i .5 11i,k Manaqcmenl 5 8□ o□ s $ 3 6,492
l ask i.ti cootract"Ch .i nge Managemen t > ... tiU
' '
6~,103
T~ 1.7 - PIOUli:WIJUalil. , ~ nil & Saft lV Rt:Qui~ll't lll-> 5 8□ 60 120 $ $ 5$.843 Took i .8 - Schedule o,·er.:iight 20 160 1000
' '
2 13,022
I ask i .Y - i::ost Control/Cos t !::strn.ibng :m 2!10 l!XJU tiU '""
I $ 24! ,47'9
T~ 1.10- R~ uhM.tlld~rnt:nl 750 I • 74, 129
Took 1 .11 - c -Builder Suwar 500
' '
10 1,439
T~ 1 17 - Pttilir: 0 1n~ arh HU 4U 8U
' • 4 3,905
~u<lgct ,...,. l'I rate lncrc,c1x (Ucc .:u.: tof,,tof.: v«:->) '
$ 7,4 11
osk t Totol HOW'S 100 2000 1000 .. 120 .. o 1000 •o , .. 1000 m , .. 10 ask 1 Tota l Cos t '28 611 1572,220 '202,871 118.31 1 S1 9.J51 S 70 331 $161,262 S10,MO S28,1l2 S112Jl70 $74. 121 S101 ,&39 112,901 S1 .'lt.M6

Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 33 Rev. 10/25/2019
Table 1B: Detailed Breakdown of AECOM's Estimated Labor Costs for Task 1 (Year 2)

Table 1C: Detailed Breakdown of AECOM's Estimated Labor Costs for Task 1 (Year 3)

Deput y Proj ect
Program Program Contract Contr ols/ Financ ial Schedul e RecOfdS Principal Manager Manager Manager Safety Manager Manage r Overs ight Cost Estimati ng Cost Estimat ing (8 proj ects) Manage r E-Bu ilder Public Outreach AECOM Program Managemen t Services Program Senk>< Senior Senior Pro;ect Senior Senior Project Senior Prqect Senk>< Ac:Jmin/Projecl Sen .. Sen .. (YEAR 2 - Aer 2023 to Mar 2024) Principal
"'"'"""'
Professioo.JI V contrac t Manage Prolesslonallll
"""""
Professiooal IU Analyst Anatyst Professional IV Assistant Professional V Professional Ill ODCs (Travel) LabOf + ODC Cost Bob David Shetley Joe st,moon Joseph Ira
-
Wiliam Matthew Isis Aaron
"'""' T"'""' Fvfe
""""''
Butkovich Gooch Williams Rav sea.te Metto, Walker Amoah R,pp Adetma, Bill Rate S291.83 $291.83 S206.94 $233 .47 $ 164.49 S179.34 S164-49 $179.34 $179.34 $ 185.71 SHJ0.8 1 S206.94 $ 164.49 Task Descrio tion
Task 1 - SEP Proa ram Manaae ment
Task 1. t - Develop Program Management Plan $ $
Task 1.2- Deve lop Staffing Plan $ $
Task 1.3- Program Manage ment/Coord ination 100 1520 760 $ $ 630,039 Task 1.4 - Program Level Cost & Schedule Manage ment Tracking & Reporting 240 120 $ s 94,872
Task 1.5 Risk Managemen t 80 40 $ s 31,624
Task 1.6 Contract/Change Management 80 40 $ s 31.624
Task 1.7 - Prooramm atic Health & Safetv Reouire menl s 40 20 40 $ $ 22.391 Task 1.8- Schedule Oversigh t 20 100 750 $ $ 161.887
Task 1.9 - Cost Control/Cost E stimati ng 20 100 750 60 160 $ $ 185.425 Task 1.10 - Records Manageme nt 750 $ $ 75,611
Task 1.11 - e-Builder Suppo rt 120 $ $ 24,832
Task 1.12 - Public Outreach 40 20 40 $ $ 22,391
Budget fo r bill rate Increase (Dec 2023 to Mar 2024 ) $ s 6,403 ask 1 Total Ho urs 100 2000 1000 .. .. 200 700 .. 160 , .. , .. 120 .. ask 1 Total Co st 129,1 13 H l3,6M 1206.936 19.339 H .579 135.189 1123.3" 110,76 1 121.695 1139.2 8' 175.611 124.132 H.579 11.217, 101 Deputy Project
Program Program Contract Contr ol s/ Financial Schedu ler RecOfdS Princip:il M.ln:iger M:in:iger M:in:iger S:ifety M:in:iger M:in:iger oversight cost Esttm:itin g cost Esti mating (6.25 project s) M:in:iger E-Builder Public Outre:ich AECOM Program Management Services Program Senk>< Senior Senior Project Sen"' SeniofProje ct Senior Project Sen .. Admin/Prqect Sen .. Sen .. (YEAR 3 - Aer 2024 to Mar 2025) Pmcipal Ma"""" ProlessionalV contract Manage ProlesSional 111 Analyst Professiooal Ill Analyst Analyst ProfeSSional IV Assisi.ant ProfessionalV Professionalll l ODCs!fr:ive lJ Labor Cost Bob
"'""'
Shetley Joe Shamoo Josepo Ira Tyte< WiNiam Matthew lst, Aaron ""'" T- Fyfe
""'""'
Butkovich Gooch W~liams Ray 5e"'1e Melton Walker Amoah R,pp -Bill Rate S297.67 S297.67 $211.07 $238.14 $167 .78 $182.93 $167.78 S182.93 $182.93 $189 .43 $102.83 S211.07 5167.78 Task uu:.rrio ti on
Task 1 • SEP Proa ram Man aaem ent
Task 1.1 - Develop Program Manageme nt Plan $ $
Task 1.2 - Develop S taffi ng Plan $ $
Task 1.3 - Program Manageme nt/Coord ination 100 1116 534 $ $ 474,679 Tas k 1.4 - Program Level Cost Bo Schedule Management Tracking Bo Reporti ng 200 120
'
$ 84,863
Task 1.5 - Risk Manageme nt 60 32 $ s 24,615
Task 1.6 - Contract/Cha nge Managemen t 60 32
'
s 24,615
Task 1.7 - P rogram matic Health & Safety Requirements 32 16 '
$ 12.903
Task 1.8 - Schedule Oversigh t 20 60 600
'
$ 129.394
Task 1.9 - Cost Control/Cos t Estimating 20 60 600 140 $ $ 142.0 15 Task 1.10 - Records Managemen t 600 $ $ 61,699
Task 1.11 - e-Builder Support 40 $ $ 8.443
Task 1.12 - Public Outre ach 32 16 40 $ $ 19,614
Budget for bill rate Increase (Dec 2024 to Mar 2025) $ $ 4.914 .ask 1 Total Hours 100 1000 , .. .. 120 600 140 600 600 •o .. ask 1 Total Cost 129.767 "46.503 1151.306 19.525 121.952 1100.H6 126.6 10 1113.656 Ht.699 H ."'3 16.711 1917.752

Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 34 Rev. 10/25/2019
Table 1D: Detailed Breakdown of AECOM's Estimated Labor Costs for Task 1 (Year 4)

Table 1E: Detailed Breakdown of AECOM's Estimated Labor Costs for Task 1 (Year 5)

Deputy Project
Program Program Contract Controls/ Financial Scheduler Records Prlnclp3I M:in:iger M:in:iger M:in:iger S:ifety M:in:iger M:in:iger o versight c ost Estim3ting c ost Estlm.iting (4 projects) M:in:iger E-Bullder Public Outre.ich AECOM Program Management Services Program Senk>< Senior Seflior P'oject Senk>< Seflior Project Seflior Project Senk>< A!lmin/Project Senk>< Senk>< ()'.l;AB ~ - 8!![ 2025 to Mac 2026) Prioclpal Ma"'9" Professional V contract Manage Prolessiooa! Ill Anal')'st Professional Ill Analyst """""
Prolesslonal lV Assistant Professional V Professional Ill ODCs (Tr.tvel) L.tbor Cost Boo David Shel"" Joe Sha- J=oo Ira r,_ WilUam MaltheW Isis Aa,oo La= T"""Y F~• Howard 8ul!(ovidl Cooch wnIiams Ray Sea'1e Meltoo Walker Amoa h R" PO A<1elman Bill R.tte $303.62 S303.62 $215.30 $242.90 $171.13 S186.J9 $171.13 $186.59 $186.59 $193.21 $104.89 S215.30 $171.13 Task Desc riotion
Task 1 • SEP Pronram Manan ement
Task 1.1 - Develop Program Management Plan $ $
Task 1.2 - Develop Staffing P lan $ $
Task 1.3 - Program Managem enVCoordination 80 760 380 $ $ 336,855 Task 1.4 - Program Level Cost & Schedu le Managem ent Tracking & Reporting 120 60 $ $ 49,352
Task 1.5 R isk Management 40 20 $ $ 16.451
Task 1.6 Contract/Change Management 40 20 $ $ 16,451
Task 1.7 Programmatic Health & Safety ReQuirements 20 10 $ $ 8.225 Task 1.8 Schedule Oversight 20 60 300 $ $ 74,018
Task 1.9 Cost Control/Cost Estimating 20 60 300 160 $ $ 97.247 Task 1.10 - Records Manageme nt 400 $
'

41.955
Task 1.11 - e-Builder Support $
' Task 1.12 - Public Outreach 20 10 40 $
'
15,071
Budget for bill rate Increase (Dec 2025 to Mar 2026) $ $ 3.278 !Task 1 Total Hours 10 1000 ... .. 120 300 180 300 400 .. ask 1 Total Cost $24 290 $303,622 $107,641 $171 6 $22.391 $51 340 $21,154 $57,164 $41155 $6,145 $651 903 Deputy Project
Progr.im Progr.im Contr:ict Controls/ Fin.inci.il Scheduler Records Principal Manager Manager Manager Safety Manager Manager Oversight Cost Estimating Cost Estimating (2 projects) Manager E-Builder Public Outreach AECOM Program Management Services Program Senk>< &m, Senior Protect senox senior Project 5eniorProject Senk>< Adlnn/Profect S<nk>< Sena (YEAR 5 - Aer 2026 to Mar 2027)
- """""'
Professional V contract Manage Professional Ill Analyst Professional Ill Analyst """""
Professional IV Assistant Professional V Professional 11 1 ODCs (Travel) Labor Cost Boo DaVid Shelley Joe s~ J<,,.,., Ira Tyle< William Mattnew Isis Aaron La= '"""'
F~ e Howaro Butkovich Cooch Williams Ray sear1e Meltoo Walker Amoah R"PO ·-Bill Rat• S309.69 $309.69 $219.60 $2 47.76 $174.56 $190.32 $174.56 S190.32 $190.32 $197.08 $1()6_99 $219.60 $174_56 Task Desc ri otion
Task 1 • SEP Proa ram Mana aeme nt
Task 1.1 - Develop Program Management Plan
'
$
Task 1.2 - Develop Staffing Plan
'
$
Task 1.3 - Program Management/Coord ination so 500 250
'
$ 225.232
Task 1.4 • Prog ram Level Cost & Schedule Management Tracking & Reporting
'
$
Task 1.5 R isk Management $ $
Task 1.6 Contract/Change Management
'
$
Task 1.7 Programmatic Health & Safety Requiremen ts
'
$
Task 1.8 Schedule Oversight 20 60 160
'
$ 47.907
Task 1.9 Cost Control/Cost Estimating 20 60 160 160
'
$ 74.755
Task 1.10 • Records Manag ement 250 $ $ 26.746
Task 1.11 - e-Builder Support
'
$
Task 1.12 - Public Outrea ch 40
'
$ 6.982
Budget for bill rate Increase (Dec 2026 lo Mar 2027)
'
$ 1.908
ask 1 Total Hours 10 aoo 280 40 120 180 180 180 280 ..

T ask 1 Total Cost $16,416 1 16'.147 SM.900 19,910 122.139 $27,9 21 $30.481 $31.633 $26.746 $6.912 1313.631

Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 35 Rev. 10/25/2019
Table 2A: Detailed Breakdown of AECOM's Estimated Labor Costs for Task 2 (Year 1)

AECOM Proaram Wide Technical Suooort
(YEAR 1 - Apr 2022 to Mar 2023)
Task Oescri tion
Task 2 Pronram Wide Technical Sunnort
T.nkl.1-~ .. T
~OWS11ppofl
OOC. (Tr.-nl)
~ " ~ .
~~ei,i_=_=_=_=_·~==-1==-==-==-==-==-~;==_==_=~_·==-==-1==-==-==-.,==-==-=:t==-==-==-==-==-==-t==-==-==-·==-==-1==-==-==-:.=·_=_=J_=_=_=•_oo==_==_1==-==-==-"==-==-~;==-==-==-==-==-1==-==-==-'°==-==-~;==-==-==-==-==-1==-==-==-==-==-=:t==-==-==-==-==-==-tt ==-==-==-==-~=:t=i==-==-==-==-"==-"j' T.nk2.l - NRS 392 tire«« 04-20241
T.Hll.2.3. l •Re,,....

T.Hlt2.3.2 -
T.Hlt2.3.3-R.....-..w
T.Hlt 2.3.4 -
T-19. 2.3.!I - ~
T.nk2.l · NRS Tr..sfomwf-2 ---tr..s....,_ 0..-2021
T.Hll.2.1.1-Re,,.... P 1
T.>sk2.4.2 -
T.Hlt 2.4.3 · Rirvilw
T.Hlt 2.4!1 - &iw-or.neru
202
,L:>·•--- • -tw.W ..... ..t~-1(.,,,..

T.nk2.6 - Aitbuild$R S IM..ffi5
T-19.2.11.1- Re,,.... P
T.Hlt2.ll.3 - ~
T-19.2.ll.4 -
TS21L!I - ~
TMI< 2.1 . Aitbuild KRS
T.>sk2.7.1- Re,,....

T.Hlt2.7.2 - I
~-T.Hlt2.8.1- ~ P 1
T.>sk2.8.2 -
T.Hlt2.8.!I - ~
.nkL.;r •'-w11.-V ----~NR to
"'" T.Hlt2JU . Re,,.... P 1
T.>sk2.ll.2 -
TN2.ll.3 - Re,,....

Tad: 2.11.!I - ~
Tmk 2.11.11 - Rl:NI andkq.Mi110n1,
""' _,
T.Hlt2. 10.1 - ~ P 1
~
~ 1 1- :,uf/lWI HY . • ,s~
T.>sk2.11.1 - Re,,.... P
~~! 2~~-Sws~~(!ltobil - 08-22,06
T.>sk2.12.1 - RwiN- P
T.sk2.12.4 -
T.asl2 12!l · EtM-tnne,ul
Jor bil r..,lncff.H<t (Dot<:202210MM2023 J
Tak2TGWMDln
T.-U T..W eo.t
"
.
"
..,.,
"
' 20
32 32
.. ..
,,10
'"" ,.,,
""
,,11
... ,
8 "
32 ' "''
t11 n 1 ..

Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 36 Rev. 10/25/2019
Table 2B: Detailed Breakdown of AECOM's Estimated Labor Costs for Task 2 (Year 2)

AECOM Prooram Wide Technica l Suririort
(YEAR 2 - Apr 2023 t o Mar 2024)
Task Oescri tion
Task 2 Proara m Wide Techni cal Suooon
THlr.2 .1.3 · Tr~&GIS f'n>curwmlff
~._.. - ,_., -4ine ibefgbssaorld WJlbll5ubsl(5'-
TM1t2.3.1 - Re¥ilw
T,Hi,;2.3.2 -
Tnkl.l - NRSTr-'omw,-2 ·--tr.-.sf
TMlt2.4.1 -...,_ Pad< 1
TW 2.4.2 -
T,Hi,;2.4.3 - P.eview
TiKll.2.45 - Enwnrmerul
202~L:> · •- ---' - Y - - W-,.->dtlnnun- - - ("""
Tnt 2.5.2 -
T~2.5.3 - Re¥ilw
TW 2.5 4 -
Td25 .5 - ~
T~2-6 - ~SRS
T,Hi,;2.11.1 - P.eview
THI< 2.0.3 -...,_
Task 2.0.4 -
Td.211.S - ErNnnnen!.,,1
T~2-7 - ~KRS
T,Hi,;2.7.2 - I
"""""""' ' .

Tnkl.1 - NRS~ •-..t. OS.20.,.,,
THk2.8. I _...,_ Pad< 1
TM1<2.8.2 -
T-2.8.5 - ~
~L., · Nlw11.-V ---~"";,lo"";, ......

THlr.2 .IU - Re¥ilw Pad< 1
TM1t2.ll.2 -
T&2.ll.3 - P.eview
THlr.2.ll.5 - ~
T ..... 2.ll.0 - RC/rN rdA<lqlaillOM
~Z.lU•,-•..,-• ~(
THt.2. 10.1 - ~
.
"
" . " .
"''"'

15.307
THlr.2 .10.2 - 15.307
TM1<2.10.3 - Re¥ilw
T&v.2 . IOS - 8twavnenlal
T-2. IOfl - RON -
~rA.Z.11 · :ION/'Nf~......., .. ,., "'"..,....,..ftYc nnVJ' tonQe THlr.2 .11. I - Re¥ilw P 1
~W<;~2~~-~Prc,j,N:b( S lohl · 09-2'2,0li
THlr.2 . l2.1 - Re¥ilw
TM1t2.12.2 -
T,Hi,;2.l2.3 - Re¥ilw
T-2.125 - ~
lcr ~ •--(DK 2023m U....2024 )
T•2TCIIIIHowl
.,_..,
,.,.,
.... a11:a U,.- tal M
" •

Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 37 Rev. 10/25/2019
Table 2C: Detailed Breakdown of AECOM's Estimated Labor Costs for Task 2 (Year 3)

AECOM Proar.tm Wide Technic.11 Sut>nort
(YEAR. 3 - A pr 2024 to M.1r 2025)
Task Oescri lion
Task 2 Prooram Wide Technical Suoooct
T.Hk 2.2.1 - ~ P I
~
Tasll:2 3.1 - ~
T.Hk 2.3.2 -
Tnlr.2..4 -NUTr-......,_.2 ---tr-"'"'- 04-2021
TN 2.-4.1 - iw-.

Tasll:2-4.2 -
Tmll2.45 - Er-Mmrn--..11
202♦ · · - - - - _ _ w-,.-..:1~-- (.,.,..

TMll25 .2 -
TN 2.5.3 - ~
Tasll:2 !!i.-4 -
T:all2 5..5- ~
T...sk2., - RebuildSR S
T.Hk 2.e .1 - Re-MW
TW 2 e .3 - iw-.

Tasll:2 e.-4 -
Tell2!15 - ~
Tnlr.2.7 - Rebuild KRS
Tasll:2.7.1- ~
T.nll 2.7.2 - I
~ ' c-
TN 2.8.1 - ~
Ta51128.5- ~
· · - - ··-· - - ~ N Uto KRS(u:>,o,n
Tasll:2.0.1 - ~
T-2.0 4 - ~
T:all2 9 5 - ~
T8511;2.9!1- ROW #'dAoqu,s,!,oM
-"Sit.._,.,. ~-,.,...._,. Loop (O'
,.,.

T-210.1 - ~
T.as1<2.10.2 -
T.nll 2.10.3 - RmRw-
Tasll 2.10.8 - ROW
~11 - :,u llW (
~as1,;.~ 2.;.~H~~(5tool - ~ 22,0$
T.asl<2.12.1 - ~ P
Tasll212 5 - Er'Mrtlnme,u1
~b" bil r.,..lna'Nse (Otc 2024W>M.11202!!iJ
T• 2 TC!Wfbn
T•2lGW c:o.t
34,11 1
..

Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 38 Rev. 10/25/2019
Table 2D: Detailed Breakdown of AECOM's Estimated Labor Costs for Task 2 (Year 4)

AECOM Prociram Wide Technical SuDDOrt
(YEAR 4 • Apr 2025 to Mar 2026)
Task Descrio tion
Task 2 Prooram Wide Technical Suooon
SVP~Sta-.d.arm
TH1<2. 1.3 - Tr~ &GIS ~
...=,L..1: , _ ___._y --4ine ibNglnsand Waihh-- . t (
hW.2 .2.1 - ~
T,151,;2.2.2 -
T~ 2.2.3 - Rc-Mw
T~ 2.3 - NRS 3:92 brY!.H
T.aslt2.3.1 - ~
T.nlr.Vl.2 -
T.aslt2.4.3 - lu-riew-
T-2.45- ~
' " ) eom.-
nk La, • ,_V Wa,hh....,U......, (_.
,,,.,
T.nlr.2 .5.1 - ~
T,151,;2.!5.2 -
THlr.2 .5.3-R........

TllV.2 .!54 -
Ta$1<2.5.5 - ~
T~2-6 - R.build SRSIM.2025
T.aslt2.8.1 - ~ P
Tastt2 .C.5 - ~
Tnk 2.7 · R.build KRS
T.nlr.2 .7.1 - Rrilw
T.aslt2.7.2 -
THlr.2 .7.3 - R........ P
T..t2 .7.4- Sc4'fX'"
Ta,;t2 .75- ~
T~ 2.1 -NA5 tnr5fomwr.......-a<t. OS-20:r.il
T.aslt2.8.1 - Rrilw P I
T..t2.8.5 - ~
~z., - Newll"'V ._int«connedinQNHSIO M S ~
"'"
~-, .. ,.,.

Tastt2 . 10 .1- ~ P
T-2. 104 -
Tcl2 . 10!5 - ~
T- 2. 10.8 - RON -
~'"';-Z. 11- :IO IINt ( .. - • .. .,Kifff- ...,-...... v, ~ T.nlr.2 . 11.1 -~ P
T~2.12 -~5u1Kbtian~(5 tot.al-09-2l , 06-
~• ...._ 2027;assw,,e2Q21
T.aslt2. 12.1- Riwiew- P
T..t.2 . 12!5 - ~
Budg,Miari. ,-~(C»c202511>Lbr2Cl28 )
T ... :Z ToWHoon
OOCl (Traftl)
.. trn• ..

Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 39 Rev. 10/25/2019
Table 2E: Detailed Breakdown of AECOM's Estimated Labor Costs for Task 2 (Year 5)

AECOM Progr:im Widt T•chnie:il Support
{YEAR 5 - Apr 2026 to M:ir 2027)
THk Descri lion
Task 2 Pmnram Wide Technical Su
THll2.1.1 •
THll2.1.2·
TnkU - ~ 50kVT,._Fi
TH112.2.1•A- P
THlc2.2.2•
THlc2.2.4• Ccnstn.aon
00C.(T U"'I
. I
• I
• I
• I
--~-3---=-E-=E--=7=:-=E=-3---=-E-=E--=7=:-=E=-3---=-E-=E---=~,_ =It--: i 3 THll2.3.3 -Ftr.ww"-- P_.__ 1 •• ·- • S
T ... 2.34· Ccmlruclan • S
Tnk2..4• NAS T,...iormtr2 . •- lomwr lftl.0 20:lA
TH112.41•A- P
THlc2.42•
II
THlc2 4 5 -&M<u-.nerul S
Tnk2.5- ~ 50kVT .... W>hl'landl.lr . Subst fl8.202A
T,,,t254•
Tftli25 5•~
THlc25tl·ROW !Ind
TnkU - R.tutdSR I~
T ... 2.&-2·
THll2.113°A .

TM112115- Envnirmtt&J!
Tnk2.7-~Kfl. S
THll2.7.1-APMw
T ... 2.7.2 -
T,,,t2 .7.3 -~
THll2.74 -
Tm27 5· ~
1m2.1e-RON
Tnk2.l , NAS DM,.,,.,_
b,t2 8 1·A ....

Tftli 2 82·
Tftli283·A .
hs112.IH ·
TM11285 - ErHnnnont.a!
Tm 2.S- "'-11 51iVT ....

T,,,tHl.1 -~
Tnlt2 .92 -
Tnlt2 .93 · A-
Tftll29 4 -
T..t211 5 •F~
TM112.10.1 -~P1
Ta\lt2.10.2-
T.Ql2.10-3-~
T ... 2.10 4 -
TIISl2.tM - ~
TIISl2.105 - RON
Hfl.Sk> KAS 05--20211
TM2.12 · Dlwklpn...cSubl tlltionPJ..;.m l5tD!aol · 09-22, 0l-2l, 2024. a,; 2027a,; 20211
T.Ql2.12.1-~ P
T.Ql2.12.2 -
THll 2.12.3 - R-
Tm2. 12.4 -
TN2 12 5 - ~
lorblral<llncruie0..:2021! k1 Mat'1!:IIT
.,, .........
ttt H7 •
• I
. I
• I
• I
• I
• I
• I
• I
• I
. I
. I
. I
. I
. I
• I
• I
• I
• I
• I
. I
. I
. I
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• I
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. I
. I
. I
I
. I
. I
. I
•II
. I
. I
. I
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Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 40 Rev. 10/25/2019

Table 3A: Detailed Breakdown of AECOM's Estimated Labor Costs for Task 3 (Year 1)

Deputy Project Depu ty Project Deputy Project
Proj ect Manager Project Manager Project Manager Manager Manager Manager AECOM Project Management for SEP Projects
(YEAR 1 - A12r 2022 to Mar 2023) Senior Project Manager Project Manager Project Manager SentOI'" Professional IV Senior Professk>nal II Senior Professional I OOCs (Travel) labor Cost OmKI Peter Mari Carmen McKem an Deirdre
Rahmati Montalvo Gomez Caceres-Schnel Bertsch O'Hara
Bill Rate S27883 $192 27 $192.27 $18207 $14358 S13213
Task Descriotion
Task 3 - Proiect Manaaement for SEP Proiects
Task 3.1 - PM for Rebui ld 60kV T-line Fiberalass and Walsh Subs1a1ion (5-2022\ $ $ Task 3.2 - PM (or NRS 392 breaker m1tioa1ion (04-2024) 250 250 $ $ 83,961 Task 3.3 - PM for NRS Transformer 2 soare trans fonner (04-2024) 250 250 $ $ 83,961 Task 3.4 - PM for Rebui ld 60kV T-line Walsh and Uranium Substations (09-2024) 250 250 $ $ 102,740 Task 3.5 - PM (or Rebui ld SRS (03-2025) 750 750 $ $ 280,755 Task 3.6 - PM (or Rebui ld KRS (08-2025\ 750 750 $ $ 280,755 Task 3.7 - PM for NRS t ransformer uoorade l05-2025l 250 250 $ $ 83,961 Task 3.8 - PM (or New 1 15kV T-line interconnectino NRS to KRS (05-20 27) 250 250 $ $ 102,740 Task 3.9 - PM (or Reconf1Qure 60kV T-line Northwes1 and Cente r Loop (01-2028 ) 250 250 $ $ 102,740 I ask o.1U - PM lor =elopment Subs1at,on Proiects (o total - us-u, uo-,o, ,u,4 assume 2027 assume 2028) 250 250 $ $ 83,961
ODCs for Travel $ 1,000 .00 $
Budget for bill rate Increase (Dec 2022 to Mar 2023) $ $ 6,028 Task 3 Total Hours 750 1000 1500 1500 1000 750
!Task 3 Total Cost $209,120 $192.270 $288,405 $273,105 SH3,575 $99,098 $1,000 $1,211,602

Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 41 Rev. 10/25/2019

Table 3B: Detailed Breakdown of AECOM's Estimated Labor Costs for Task 3 (Year 2)

Deputy Project Deputy Project Deputy Project
Project Manager Project Manager Project Manager Manager Manager Manager AECOM Project Management for SEP Projects
{YEAR 2 - A12r 2023 to Mar 2024) Senior Pro;ect Manager Project Manager Project Manager Senior Professional IV Senior Professional II Senior Professional I ODCs (Travel) Labor + OOC Cost Omid Peter Mari Carmen McKennan Deirdre
Rahma ti Montalvo Gomez Caceres-Schoel Bertsch O'Hara
Bill Rate 52844 0 $19612 $196.12 $185 71 $14645 5134 77 Task Descrintion
Task 3 - Proiect Manaaement for SEP Proiects
Task 3.1 - PM for Rebui ld 60kV T-line Fibera lass and Walsh Substatto n (5-2022) $ $ Task 3.2 - PM for NRS 392 breake r mitiaation 104-2024\ 250 250 $ $ 85,641 Task 3.3 - PM for NRS Transfonner 2 spare transformer (04-2024) 250 250 $ $ 85,641 Task 3.4 - PM for Rebuild 60kV T-line Walsh and Uranium Substa1ioos (09-202 4) 250 250 $ $ 104,794 Task 3.5 - PM for Rebuild SRS (0~2025) 750 750 $ $ 286,370 Task 3 6 - PM for Rebuild KRS (OS-2025\ 750 750 $ $ 286,370 Task 3.7 - PM for NRS transf ormer uoorade (05-2025\ 250 250 $ $ 85,641 Task 3 8 - PM for New 115kV T-line intercoonecti no NRS to KRS (05-2027 ) 250 250 $ $ 104,794 Task 3.9 - PM for Recoof,gure 60kV T-line Northwest and Center Loop (01-2028) 250 250 $ $ 104,794 I ask s .1u - t-'M Tor uevelopment ~ ubstation nojects (t> total - u;:r-LL, uu-..:-> , ..:u..:4 assume 2027 assume 2028) 250 250 $ $ 85,641
ODCs for Travel $ 1,000.00 $
Budget for bill ra1e Increase (Dec 2023 to Mar 2024 ) $ $ 6,148 Task 3 Total Hou~ 750 1000 1500 1500 1000 750
Task 3 Total C- $213,303 $196,115 SZN, 173 1278,567 $146,447 $101,080 $1,000 $1,235,834

Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 42 Rev. 10/25/2019

Table 3C: Detailed Breakdown of AECOM's Estimated Labor Costs for Task 3 (Year 3)

Deputy Project Deputy Project Deputy Projec t
Project Manager Project Manager Project Manage r Manager Manager Manager AECOM Proje ct Management for SEP Projects
(YEAR 3 - A12r 2024 to Mar 2025) Senior Project Manager Pro;ect Manager Project Manager Senior Professional IV Senior Professiona l JI Senior Professiona l I OOCs (Trave l) Labor Cost OmKl Peter Mari Canneo McKem an Dei<dre
Rahmati Montalvo Gomez Caceres-Schnell Bertsch O'Hara
Bill Rate S290.09 $200.04 $200.04 $ 189.43 $149.38 S137.47 Task Descriotion
Task 3 - Proiect Manaoement for SEP Proiects
Task 3.1 • PM for Rebuild 60kV T-line Fiberalass and Walsh Substation /5-2022) $ $ Task 3.2 - PM for NRS 392 breaker mitiaation l04 -2024 \ 40 $ $ 8.002 Task 3.3 - PM for NRS Transformer 2 soare transformer (04-2024 ) 40 $ $ 8,002 Task 3.4 - PM for Rebuild 60kV T-line Walsh and Uranium Substations (09-2024 ) 120 120 $ $ 51,307 Task 3.5 . PM for Rebuild SRS (0J..2025) 750 750 $ $ 292,098 Task 3.6 · PM for Rebuild KRS /08-20251 750 750 $ $ 292,098 Task 3.7 - PM for NRS transformer uoorade l05-2025 \ 250 250 $ $ 87.353 Task 3.8 . PM for New 115kV T-line interconnecti na NRS to KRS (05-2027) 250 250 $ $ 106,890 Task 3 9 . PM for Reconfigure 60kV T-line Northwest and Center Loop (01-2028) 250 250 $ $ 106,890 1 ask 3.1u - t-'M for LJevelopment :substation nojects (~ total - u~LL , uo-.£3, .£u.£4 assume 2027 assume 2028) 200 200 $ $ 69.883
ODCs for Travel $ 1.000.00 $
Budget for bill rate Increase (Dec 2024 to Mar 2025) $ $ 5,113 Task 3 Total Hours 620 530 1,00 1,00 460 620
~ ask 3 Total Cost $179 ,857 $106.020 $300 .067 $284. 138 $67,219 $85,231 $1,000 $1,027,634

Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 43 Rev. 10/25/2019
Table 3D: Detailed Breakdown of AECOM's Estimated Labor Costs for Task 3 (Year 4)

Deputy Project Deputy Project Deputy Project
Project Manager Project Manager Project Manager Manager Manager Manager AECOM Project Management for SEP Projects
{YEAR 4 • A12r 2025 to Mar 2026) Senior Project Manager Project Manager Project Manager Senior Professk>nal rv Senio< Professional JI Senior Professional I ODCs (Travel) Labor Cost Omid Peter Mari Carmen McKem an Deif"dre
Rahmati Montalvo Gomez Caceres-Schnell Bertsch O'Hara
Bill Rate 5295.89 $204.04 $204.04 $193.21 $152.36 5140.22 Task Descriotion
Task 3 • Proiect Manaaement for SEP Proiects
Task 3.1 - PM for Rebui ld 60kV T-line Fibera lass and Walsh Substation (5-2022 \ $ $ Task 3.2 - PM for NRS 392 breake r mitiQation (04-2024) $ $ Task 3.3 - PM for NRS Transformer 2 soore transformer (04-2024) $ $ Task 34 - PM for Rebuild 60kV T-line Walsh and Uranium Substations (09-202 4) $ $ Task 3.5 - PM for Rebuild SRS (03-2025) $ $
Task 3.6 - PM for Rebuild KRS fOB-20251 500 250 $ $ 150,323 Task 3.7 - PM for NRS transformer uPQracle (05-2025) 120 $ $ 24,485 Task 3.8 - PM for New 115kV T-line interconnecti ng NRS to KRS (05-2027 ) 250 250 $ $ 109,028 Task 3.9 - PM for Recoofigure 60kV T-line Northwest and Center Loop (01-2028) 250 250 $ $ 109,028 I ask J .1U - t-'M for Developme nt !:>ubstation PrOjects (ti total - U\:J-Zl, uo-LJ , LuL4 assume 2027 assume 2028) 160 160 $ $ 57,024
ODCs for Travel $ 1,000 .00 $
Budget for bill rate Increase (Dec 2025 to Mar 2026) $ $ 2,249 Task 3 Total Hours 500 280 500 280 160 500
Task 3 Total C- $147,947 $57,131 $102.019 $48,304 $24,378 $70,109 $1,000 $482,137

Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 44 Rev. 10/25/2019
Table 3E: Detailed Breakdown of AECOM's Estimated Labor Costs for Task 3 (Year 5)

Deputy Project Deputy Project Deputy Project
Project Manager Project Manager Project Manager Manager Manager Manager AECOM Project Management for SEP Projects
{YEAR 5 - A12r 2026 to Mar 2027} Seniof Project Manager Project Manager Project Manager Senior Professional IV Senior Professional II Senior Professional I ODCs (Travel) labor Cost Omid Peter Mari Carmen McKeMan Deirdre
Rahmati Montalvo Gomez Caceres-Schnell Bertsch O'Hara
Bill Rate 5301.81 $208.12 $208.12 $197.08 $155.41 5143.02 Task Descrict ion
Task 3 • Proiect Manaaement for SEP Proiects
Task 3.1 - PM fo, Rebuild 60kV T-llne F1berolass and Walsh Substation (5-2022) $ $ Task 3.2 - PM fo, NRS 392 breake r mitiaation 104-20241 $ $ Task 3.3 - PM for NRS Transformer 2 so.,,re transformer (04-2024 \ $ $ Task 3.4 - PM for Rebuild 6DkV T-line Walsh and Uranium Substations (D9-2024 ) $ $ Task 3.5 - PM lo, Rebuild SRS (03-2025 ) $ $
Task 3.6 - PM lo, Rebuild KRS (08-2025 ) $ $
Task 3.7 - PM lo, NRS transfOfmer uoorade /05-20251 $ $ Task 3.8 - PM for New 115kV T-line interconnect ing NRS to KRS (05-2027 ) 250 250 $ $ 111,209 Task 3.9 - PM fo, Reconf,aure 60kV T-line Northwest and Center Loop (01-2028) 250 250 $ $ 111,209 Task 3.10 - PM fo, Development Substation Projects (5 total - 09-22 , 06-23, 2024 assume 2027 assume 2028) 80 80 $ $ 29,082
ODCs for Travel $ 1,000 $
Budget fo, bill rate Increase (Dec 2026 to Mar 2027) $ $ 1,257 Task 3 Total Hours 500 80 80 500
Task 3 Total C- $1S0.906 $16,&SO $12.433 $71,511 $1,000 $252.757 City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
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@SantaClaraCity
22-192 Agenda Date: 5/10/2022

REPORT TO COUNCIL

SUBJECT
Action on a Resolution Authorizing the Filing of an Application with the Metropolitan Transportation Commission for Allocation of Transportation Development Act Article 3, Pedestrian and Bicycle Project Funding for Fiscal Year 2022/23

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The Santa Clara Valley Transportation Authority (VTA), as the County of Santa Clara Congestion Management Agency (CMA), is soliciting project proposals from cities for Fiscal Year 2022/23 Transportation Development Act Article 3 (TDA) grant funding. TDA funds may be used for bicycle or pedestrian related improvement projects and funding is derived from a quarter cent of the general sales tax collected statewide. The Metropolitan Transportation Commission (MTC) delegated authority to the VTA, as the local CMA, to coordinate how funds are spent within the County. An authorizing resolution (Attachment 1) is required for the City of Santa Clara to apply for TDA funds from the VTA. VTA will submit a consolidated application to the MTC for its final approval. Once MTC approves the allocation of funds, local agencies have three years to complete projects and submit a claim for reimbursement. The TDA grant program guarantees annual funds for each City and allows funds to be banked up to four years.

DISCUSSION
The City has approximately $309,000 of banked TDA funds available in Fiscal Year 2022/23. Staff recommends that these funds be used to construct curb ramps at priority locations listed in the Pedestrian Master Plan and consistent with the priorities of the ADA Transition Plan project that is currently underway. Traditionally, Community Development Block Grant (CDBG) funds have been used to construct curb ramps, however these funds are no longer allocated for this purpose. At the Bicycle and Pedestrian Advisory Committee (BPAC) meeting on January 24, 2022, the BPAC discussed and supported staff’s recommendation.

ENVIRONMENTAL REVIEW
The action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines Section 15301, “Existing Facilities,” subdivision (c), as the activity consists of the minor alteration to existing highways and streets for curb ramps.

FISCAL IMPACT
The Fiscal Year 2022/23 TDA grant funding application submitted by staff will request funding in the amount of approximately $309,000 to construct curb ramps at priority locations. A budget amendment to appropriate this funding within the City’s Capital Improvement Budget will occur after the City City of Santa Clara Printed on 5/4/2022Page 1 of 2
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22-192 Agenda Date: 5/10/2022
receives confirmation from the VTA that MTC has approved the allocation of funds for the project.

It is estimated that the City will receive notification from the MTC in November 2022. There are no local match requirements for this project.

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

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

At the Bicycle and Pedestrian Advisory Committee (BPAC) meeting on January 24, 2022, the BPAC discussed and supported staff’s recommendation to construct curb ramps at priority locations listed in the Pedestrian Master Plan and consistent with the priorities of the ADA Transition Plan project.

RECOMMENDATION
Adopt a Resolution Authorizing the Filing of an Application with the Metropolitan Transportation Commission for Allocation of Transportation Development Act Article 3, Pedestrian and Bicycle Project Funding for Fiscal Year 2022/23.

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. Resolution
City of Santa Clara Printed on 5/4/2022Page 2 of 2
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Resolution/Authorization to file application for FY21/22 TDA Funds Page 1 of 2 Rev: 11/22/17
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA,

CALIFORNIA, AUTHORIZING THE FILING OF AN

APPLICATION WITH THE METROPOLITAN

TRANSPORTATION COMMISSION FOR ALLOCATION OF
TRANSPORTATION DEVELO PMENT ACT ARTICLE 3,

PEDESTRIAN AND BICYCLE PROJECT FUNDING FOR
FISCAL YEAR 2022/23

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

WHEREAS, Article 3 of the Transportation Development Act (TDA), Public Utilities Code (PUC) Section 99200 et seq., authorizes the submission of claims to a regional transportation planning agency for the funding of projects exclusively for the benefit and/or use of pedestrians and bicyclists;
WHEREAS, the Metropolitan Transportation Commission (MTC), as the regional transportation planning agency for the San Francisco Bay region, has adopted MTC Resolution No.4108, entitled “Transportation Development Act, Article 3, Pedestrian and Bicycle Projects,” which delineates procedures and criteria for submission of requests for the allocation of “TDA Article 3” funding;
WHEREAS, MTC Resolution No. 4108 requires that requests for the allocation of TDA Article 3 funding be submitted as part of a single, countywide coordinated claim from each county in the San Francisco Bay region; and,
WHEREAS, the City of Santa Clara desires to submit a request to MTC for the allocation of TDA Article 3 funds to support the projects described in Attachment B to this resolution, which are for the exclusive benefit and/or use of pedestrians and/or bicyclists.

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

1. That the City of Santa Clara declares it is eligible to request an allocation of TDA Article 3 funds pursuant to Section 99234 of the Public Utilities Code;

2. That there is no pending or threatened litigation that might adversely affect the project or projects described in Attachment B to this resolution, or that might impair the ----
Resolution/Authorization to file application for FY21/22 TDA Funds Page 2 of 2 Rev: 11/22/17
ability of the City of Santa Clara to carry out the project;

3. That the project has been reviewed by the Bicycle and Pedestrian Advisory Committee (BPAC) of the City of Santa Clara;

4. That the City of Santa Clara attests to the accuracy of and approves the statements in Attachment A to this resolution; and

5. That a certified copy of this resolution and its attachments, and any accompanying supporting materials shall be forwarded to the congestion management agency, countywide transportation planning agency, or county association of governments, as the case may be, of Santa Clara County for submission to MTC as part of the countywide coordinated TDA Article 3 claim.

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

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

PASSED AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE ___ DAY OF _________, 2022, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST:__________________________ _

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Attachments incorporated by reference:

1. Attachment A - Findings

2. Attachment B – TDA Article 3 Project Application Form

October 2014 TDA Article 3 Model Resolution for Claimants Page 1

Attachment A
Re: A Resolution of the City of Santa Clara, California authorizing the filing of an application to the Metropolitan Transportation Commission for the Allocation Transportation Development Act Article 3 Pedestrian and Bicycle Project Funding for Fiscal Year 2022/23
Findings

Page 1 of 1 ends

1. That the City of Santa Clara is not legally impeded from submitting a request to the Metropolitan Transportation Commission for the allocation of Transportation Development Act (TDA) Article 3 funds, nor is the City of Santa Clara legally impeded from undertaking the project(s) described in “Attachment B” of this resolution.

2. That the City of Santa Clara has committed adequate staffing resources to complete the project(s) described in Attachment B.

3. A review of the project(s) described in Attachment B has resulted in the consideration of all pertinent matters, including those related to environmental and right-of-way permits and clearances, attendant to the successful completion of the project(s).

4. Issues attendant to securing environmental and right-of-way permits and clearances for the projects described in Attachment B have been reviewed and will be concluded in a manner and on a schedule that will not jeopardize the deadline for the use of the TDA funds being requested.

5. That the project(s) described in Attachment B comply with the requirements of the California Environmental Quality Act (CEQA, Public Resources Code Sections 21000 et seq.).

6. That as portrayed in the budgetary description(s) of the project(s) in Attachment B, the sources of funding other than TDA are assured and adequate for completion of the project(s).

7. That the project(s) described in Attachment B are for capital construction and/or design engineering; and/or for the maintenance of a Class I bikeway which is closed to motorized traffic; and/or for the purposes of restriping Class II bicycle lanes; and/or for the development or support of a bicycle safety education program; and/or for the development of a comprehensive bicycle and/or pedestrian facilities plan, and an allocation of TDA Article 3 funding for such a plan has not been received by the City of Santa Clara within the prior five fiscal years.

8. That the project(s) described in Attachment B is included in a locally approved bicycle, pedestrian, transit, multimodal, complete streets, or other relevant plan.

9. That any project described in Attachment B that is a bikeway meets the mandatory minimum safety design criteria published in Chapter 1000 of the California Highway Design Manual.

10. That the project(s) described in Attachment B will be completed before the funds expire.

11. That the City of Santa Clara agrees to maintain, or provide for the maintenance of, the project(s) and facilities described in Attachment B, for the benefit of and use by the public.

October 2014 TDA Article 3 Model Resolution for Claimants Page 1

Attachment B

Page 1 of 1 ends

TDA Article 3 Project Application Form
Fiscal Year of this Claim: 2022/23 Applicant: City of Santa Clara Contact person: Jonathan Yee
Mailing Address: 1500 Warburton Avenue, Santa Clara, CA 95050 E-Mail Address: [email protected] Telephone: 408-615-3021 Secondary Contact (in event primary not available) Carol Shariat E-Mail Address: [email protected] Telephone: 408-615-3024 Short Title Description of Project: Install Citywide priority curb ramps Amount of claim: $309,078
Functional Description of Project:

Install new curb ramps at high priority locations in accordance with the City’s Pedestrian Master Plan and ADA Transition Plan.

Financial Plan:

List the project elements for which TDA funding is being requested (e.g., planning, engineering, construction, contingency). Use the table below to show the project budget for the phase being funded or total project. Include prior and proposed future funding of the project. Planning funds may only be used for comprehensive bicycle and pedestrian plans. Project level planning is not an eligible use of TDA Article 3.

Project Elements: Design, construction, and construction engineering

Funding Source All Prior FYs Application FY Next FY Following FYs Totals TDA Article 3 $309,078 $309,078
list all other sources:

1. 2.

3. 4.

Totals $309,078 $309,078

Project Eligibility: YES?/
NO?
A. Has the project been approved by the claimant's governing body? (If "NO," provide the approximate da te approval is anticipated). May 10, 2022
No
B. Has this project previously received TDA Article 3 funding? If "YES," provide an explanation on a separate page. No C. For "bikeways," does the project meet Caltrans minimum safety design criteria pursuant to Chapt er 1000 of the California Highway Design Manual? (Available on the internet via: http://www.dot.ca.gov).

Yes
D. Has the project been reviewed by a Bicycle Advisory Committee (BAC)? (If "NO," provide an explanation). Enter date the project was reviewed by the BAC: January 24, 2022
Yes
E. Has the public availability of the environmental compliance documentation for the project (pursuant to CEQA) been evidenced by the dated stamping of the document by the county clerk or county recorder? (required only for projects that include construction).

Yes
F.Will the project be completed before the allocation expires? Enter the anticipated completion date of project (month and year) April 2025
Yes
G.Have provisions been made by the claimant to maintain the project or facility, or has the claimant arranged for such maintenance by another agency? (If an agency other than the Claimant is to maintain the facility provide its name:
)
Yes

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-315 Agenda Date: 5/10/2022

REPORT TO COUNCIL

SUBJECT
Action on Award of Purchase Orders for Citywide As-Needed Heating, Ventilation, and Air Conditioning Repairs, Maintenance, and Replacement Services

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The Department of Public Works (DPW), Facilities Services Division (Facilities Division), oversees maintenance and repairs for approximately 1,100,000 square feet of buildings throughout the City.

The Facilities Division is responsible for coordinating maintenance and repairs for various client departments and occasionally requires additional support from vendors to augment City staff on an as-needed basis.

The scope of these Purchase Orders is for as-needed Heating, Ventilation and Air Conditioning (HVAC) repairs, maintenance, and replacement services for systems at various City facilities. The HVAC systems are critical to keep City facilities functioning. The equipment requires inspections and adjustments on an annual basis to keep the buildings at proper, stable temperatures. Repair and replacement services are also included in the scope.

DISCUSSION
Pursuant to City Code Section 2.105.330, a formal Request for Bids (RFB) was conducted as the solicitation method for this procurement. The bid allowed for multiple awards at the City’s sole discretion if determined to be in the City’s best interest.

The City released a RFB for HVAC repairs, maintenance, and replacement services on the City’s e- procurement site. A total of 46 companies viewed the RFB and four responsive bids were received as follows:

Bidder Total Base Bid
A&B Mechanical, Inc. $ 121,000.00
Accel Air Systems, Inc. $ 121,250.00
Thermal Mechanical, Inc. $ 122,661.00
Environmental Systems, Inc. $ 125,977.50
Bidders submitted pricing based on the estimated annual usage (in hours) for these services. The Bids were very close in pricing, with less than a 4 percent difference from the lowest to the highest bidder. Therefore, staff recommends awarding Purchase Orders to all four bidders. Utilizing four City of Santa Clara Printed on 5/4/2022Page 1 of 2
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22-315 Agenda Date: 5/10/2022
purchase orders will provide greater flexibility. When work is required, staff will obtain quotes from all four vendors and consider such factors as the vendor’s availability and cost when assigning specific jobs.

Under the proposed Purchase Orders, A&B Mechanical, Inc., Accel Air Systems, Inc., Thermal Mechanical, Inc., and Environmental Systems, Inc. will provide as-needed HVAC repairs, maintenance, and replacement services. Hourly rates will be fixed for the initial one-year term. After the initial term, price adjustments will be considered if properly substantiated by the vendor and subject to approval by the City. In addition, there are four one-year options to extend the term of the Purchase Orders for a total of five years, assuming all options are exercised.

Prevailing wages will be paid under these purchase orders.

ENVIRONMENTAL REVIEW
The action being considered is exempt for the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15301 “Existing Facilities” as the activity consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities mechanical equipment or topographical features involving negligible or no expansion of use beyond that existing at the time of the lead agencies determination.

FISCAL IMPACT
The amount to be paid to contractors for HVAC services and on-call repairs over the initial one-year term is $134,000, subject to future budget appropriations. The estimated cost of as-needed repairs is based on an estimate of past years’ expenditures plus contingency of 15 percent. These costs have been included in various departmental budgets for FY 2021/22 and expenditures will be charged as needs arise.

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

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

RECOMMENDATION

1. Authorize the City Manager to execute Purchase Orders with A&B Mechanical, Inc., Accel Air Systems, Inc., Thermal Mechanical, Inc. and Environmental Systems, Inc. for HVAC repair, maintenance, and replacement services for an initial one-year term, with maximum compensation not -to-exceed an aggregate amount of $134,000, subject to the appropriation of funds; and

2. Authorize the City Manager to exercise up to four one-year options to extend the term of the Purchase Orders, subject to the appropriation of funds.

Reviewed by: Craig Mobeck, Director of Public Works
Reviewed by: Rajeev Batra, City Manager
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1500 Warburton Avenue
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@SantaClaraCity
22-451 Agenda Date: 5/10/2022

REPORT TO COUNCIL

SUBJECT
Action on Award of Purchase Order to Johnson Controls Fire Protection LP for Citywide Fire Alarm Maintenance, Inspection, Testing, and Repair Services

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The Department of Public Works (DPW) oversees maintenance and repairs for approximately 1,100,000 square feet of buildings throughout the City. In order to provide services in a timely and efficient manner, DPW periodically uses various vendors to assist with the workload.

City buildings such as City Hall, the Old Courthouse, Police Department, Central Library, Northside Library, Senior Center, and fire stations have fire alarm systems that require regular inspections, testing, and maintenance. Inspections include semi-annual fire alarm inspections per the National Fire Protection Agency (NFPA) 72, semi-annual sprinkler inspections (quarterly at the Tasman garage) per NFPA 25, and semi-annual special inspections per NFPA 2001 and NFPA 12A.

Inspections are completed on a regular basis ensuring that the devices, horns, visual detectors, and other life safety devices associated with the fire alarm system are functioning properly. In addition to fire alarm maintenance, inspection, and testing, the scope of services for the Purchase Order includes as-needed repairs in the event repairs are required based on inspection results or if issues arise with the fire alarm system such as false alarms or failed components.

DISCUSSION
Pursuant to City Code Section 2.105.330, a formal Request for Proposal (RFP) was conducted as the solicitation method for this procurement, with the award recommendation based on best value.

The factors considered in the evaluation were proposal content/structure, experience, technical capability, and cost.

The RFP for Citywide Fire Alarm Maintenance, Inspection, Testing, and Repair Services was published on the City’s e-procurement platform. A total of 47 companies viewed the RFP, and two proposals were received from the following firms:
- Johnson Controls Fire Protection LP
- The BGR Group LLC
Proposals were independently evaluated by one representative from DPW, one representative from the Library, and one representative from the Parks and Recreation Department. Both proposers were required to participate in oral interviews, and the City elected to conduct a Best and Final Offer City of Santa Clara Printed on 5/4/2022Page 1 of 3
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(BAFO) to memorialize any final clarifications that were discovered through the process and provide a final opportunity to revise cost proposals.

Staff recommends award of purchase order to Johnson Controls Fire Protection LP (“Johnson Controls”) for having submitted the best value proposal. They demonstrated experience in maintenance, inspection, testing, and repair for fire alarm systems.

Under the proposed purchase order, Johnson Controls will provide citywide fire alarm maintenance, inspection, testing, and repair services. Compensation will be fixed for the initial one-year term. After the initial term, price adjustments will be considered if the contractor demonstrates that a price increase is warranted. There are four one-year options to extend the term of the purchase order for a total of five years, assuming all options are exercised. The purchase order includes the necessary language regarding prevailing wage.

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
The amount to be paid to Johnson Controls during the initial one-year term shall not exceed $138,408. The estimated cost of as-needed repair services is based on an estimate of past years’ expenditures. The purchase order includes $61,458 for inspections, $53,950 for maintenance and as- needed repair services and $23,000 for a 20 percent contingency for unanticipated repairs.

Anticipated costs from this contract have been included in various departmental budgets for FY 2022/23 and expenditures will be charged as needs arise. Costs beyond FY 2022/23 are subject to appropriation of funds by the City Council.

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

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

RECOMMENDATION

1.Authorize the City Manager to execute a purchase order with Johnson Controls Fire Protection LP for citywide fire alarm maintenance, inspection, testing, and repair services for an initial one-year term with maximum compensation not-to-exceed $115,408;

2. Authorize the City Manager to execute change orders for a not-to-exceed contingency amount of $23,000 in the event actual repairs exceeds the forecasted amount, subject to the appropriation of funds;

3. Authorize the City Manager to execute change orders or issue additional purchase order(s) with City of Santa Clara Printed on 5/4/2022Page 2 of 3
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22-451 Agenda Date: 5/10/2022
Johnson Controls fire Protection LP for additional sites that may be required, subject to the same terms and conditions and appropriation of funds; and

4. Authorize the City Manager to execute up to four one-year options to extend the purchase order after the initial term, subject to the appropriation of funds.

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Rajeev Batra, City Manager
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1500 Warburton Avenue
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22-154 Agenda Date: 5/10/2022

REPORT TO COUNCIL

SUBJECT
Action on a Resolution Authorizing the Use of City Electric Forces for New Dark Fiber Installations

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Charter Section 1310 titled Contracts on Public Works states, in part, “that every contract involving an expenditure of more than one thousand dollars ($1,000) for the construction or improvement (excluding maintenance and repair) of public buildings, works, streets, drains, sewers, utilities, parks and playgrounds shall be let to the lowest responsible bidder.” The section further states that “the City Council may declare and determine that, in its opinion, the work in question may be performed better or more economically by the City with its own employees, and after the adoption of a resolution to this effect by at least four affirmative votes, it may proceed to have said work done in the manner stated, without further observance of the provisions of this section.” In 2014, the Electric Department developed a position called Fiber Splicing Technician as an in- house position to primarily perform maintenance and repairs to meet the fiber performance standards of then existing fiber customers that includes both City departments as well as commercial lease customers. Fiber Splicing Technician activities include basic splicing and distribution changes to fiber optic cables. The technician can also perform duties such as pulling, laying, aligning and positioning fiber optic equipment to prepare for a new connection to the fiber network. Fiber Splicing Technicians perform fusion splicing at building entrances and in maintenance space. At this time, SVP employs two Fiber Splicing Technicians.

DISCUSSION
Currently, the SVP Fiber Enterprise serves SVP, other City department functions, and various commercial lease customers. As the work is specialized, the position of Fiber Splicer Technician performs a variety of activities from maintenance and repair to new or re-spliced interconnections to the SVP Fiber Enterprise. Each interconnection can be unique involving different hours of labor depending on the number of fibers required to be spliced and the particular location within the network. Technician time is tracked hourly and not on a per fiber basis.

Large or extensive projects involving extending fiber cable being laid along new paths or great distances or adding conduit or related infrastructure are done using a previously bid unit price Public Works contract with a private construction contractor. SVP spends up to $1 million per year on this public works contract for new Fiber network construction and certain maintenance and repair activities.

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22-154 Agenda Date: 5/10/2022
Staff believes that the Fiber Splicer Technician work that may be required in new construction projects is best and most efficiently performed with City forces based upon the following factors: (1) the work is limited in size and scope; (2) City forces have knowledge and training in operating and maintaining and repairing the fiber optic system that can be leveraged to more economically perform this work; and (3) bidding out the work and contracting with a private entity would not likely result in a lower overall cost or time savings. Therefore, staff recommends that the City Council make a finding that City forces can better perform the Fiber Splicing and related equipment installation, splicing and connections to the existing SVP Fiber infrastructure and approve the use of City forces.

Estimate Number: FWM#1444
Location: 1889 Lawrence Expressway to 3411 Monroe Street Type of Service: New Business
Description of Work: Splice, terminate and test fibers from 1889 Lawrence Expressway to 3411 Monroe Street for customer SCUSD.

Estimated Cost: $7,162
Appropriation: Electric Utility Capital Fund (591) Project 2004 - Fiber Development, Design, and Expansion
Source of Revenue: Developer Contribution
Estimate Number: FWM#1482
Location: 3333 Scott to 3325 Scott
Type of Service: New Business
Description of Work: Splice, terminate and test fibers from 3333 Scott to 3325 Scott for customer Applied Materials
Estimated Cost: $5,371
Appropriation: Electric Utility Capital Fund (591) Project 2004 - Fiber Development, Design, and Expansion
Source of Revenue: Developer Contribution
Estimate Number: FWM#1182
Location: Various locations throughout City - South Loop Project Type of Service: Electric Utility Infrastructure
Description of Work: Splice, terminate and test fibers for new South and new Mission fiber rings for customer SVP.

Estimated Cost: $21,483
Appropriation: Electric Utility Capital Fund (591) Project 2004 - Fiber Development, Design, and Expansion
Source of Revenue: Developer Contribution
Estimate Number: FWM#1357
Location: 6280 America Center Dr to 1350 Duane
Type of Service: New Business
Description of Work: Splice, terminate and test fibers from 6280 America Center Dr to 1350 Duane for customer Aruba.

Estimated Cost: $10,598
Appropriation: Electric Utility Capital Fund (591) Project 2004 - Fiber Development Design & Expansion
Source of Revenue: Developer Contribution
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22-154 Agenda Date: 5/10/2022
Estimate Number: FWM#1383
Location: 545 Oakmead to 3050 Bowers
Type of Service: New Business
Description of Work: Splice, terminate and test fibers from 545 Oakmead to 3050 Bowers for customer Applied Materials
Estimated Cost: $5,299
Appropriation: Electric Utility Capital Fund (591) Project 2004 - Fiber Development Design & Expansion
Source of Revenue: Developer Contribution

ENVIRONMENTAL REVIEW
The actions being considered are exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines sections 15302(c) (Class 2 - Replacement or Reconstruction) because they involve the replacement or reconstruction of existing utility systems and/or facilities involving negligible expansion of capacity, and 15303(d) (Class 3 - New Construction or Conversion of Small Structures), because they involve the construction of new electric utility extensions.

FISCAL IMPACT
The funds to support the staff time for work performed by SVP and related construction materials for the work detailed in this report total $49,913 are included in the Fiscal Year 2021/22 Capital Budget, as indicated by the Fiber Development, Design, and Expansion project appropriation.

All referenced work will be performed with City Electric Forces (SVP staff). Some work associated with encroachment permits may be performed by the Department of Public Works (DPW). DPW costs are recovered through payment of permit fees.

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

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

RECOMMENDATION
Adopt a Resolution authorizing the use of City Electric Forces at 1889 Lawrence Expressway to 3411 Monroe Street, various locations throughout the City for the South Loop Reconfiguration Project, 6280 America Center Drive to 1350 Duane Avenue, and 545 Oakmead Parkway to 3050 Bowers Avenue.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Rajeev Batra, City Manager

ATTACHMENTS
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22-154 Agenda Date: 5/10/2022

1. Resolution - Use of City Electric Forces
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Resolution/Use of City Electric Forces Page 1 of 2
Rev: 03-09-18
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

AUTHORIZING THE USE OF CITY ELECTRIC FORCES
PURSUANT TO CHARTER SECTION 1310

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

WHEREAS, the section 1310 of the Charter of the City of Santa Clara generally requires every contract involving an expenditure of over $1,000 for the construction or improvement (excluding maintenance and repair) of public works to be let to the lowest responsible bidder; WHEREAS, section 1310 permits the City to use its own employees if the City Council, by motion passed by at least four affirmative votes, determines that the work in question may be performed better or more economically by the City’s own employees, and, upon such determination, the City may proceed to have the public works project completed without further observance of Charter section 1310;
WHEREAS, the City’s Electric Department desires to perform certain public works, as set forth in the Report to Council dated May 10, 2022, by its own employees; and WHEREAS, the City Council has declared and determined that the work in question may be performed better or more economically by the City with its own employees.

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

1. The City Council of the City of Santa Clara does hereby declare and determine that the public works set forth in the May 10, 2022, Report to Council #22-154, attached hereto and incorporated by this reference, may be performed better or more economically by the City with its own employees.
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2. Effective date. This resolution shall become effective immediately.

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE ___ DAY OF _________, 2022, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Attachments incorporated by reference:

1. May 10, 2022, Report to Council #22-154
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-598 Agenda Date: 5/10/2022

REPORT TO COUNCIL

SUBJECT
Action on a Resolution Extending AB 361 Implementation to Allow City Legislative Bodies to Hold Public Meetings Solely by Teleconference or Otherwise Electronically During the Governor’s Proclaimed COVID State of Emergency

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
On March 17, 2020, Governor Gavin Newsom issued Executive Order N-29-20 which suspended the Brown Act teleconferencing requirements so that legislative bodies could hold public meetings solely by teleconference, or otherwise electronically, without listing the teleconference locations and without any physical location, as long legislative bodies followed a set of requirements for noticing the meeting agenda and public participation, among other things. Subsequently on June 11, 2021, Governor Newsom issued Executive Order N-08-21, which sunset the Brown Act provisions of Executive Order N-29-20 on September 30, 2021.

On September 16, Governor Newsom signed AB 361 into law which allows local agencies to use teleconferencing without complying with specific Brown Act restrictions in certain state emergencies until January 1, 2024, at which point they are to be repealed, and the standard Brown Act teleconference requirements become effective again. The bill was an urgency measure, and it went into effect immediately.

On October 19, 2021, November 16, 2021, December 14, 2021, January 11, 2022, February 8, 2022, March 8, 2022, and April 5, 2022 the City Council approved Resolutions Nos. 21-9013, 21-9023, 21- 9038, 22-9042, 22-9051, 22-9058, 22-9067 respectively, to allow City Legislative bodies to hold public meetings solely by teleconference or otherwise electronically pursuant to AB 361.

DISCUSSION
AB 361 amended Government Code Section 54943 to allow a local agency to use teleconferencing for public meetings without requiring the teleconference location to be accessible to the public or a quorum of the members of the legislative body of the agency to participate from locations within the boundaries of the agency’s jurisdiction during a Governor-proclaimed state of emergency in certain circumstances.

In order for a local agency to utilize AB 361’s exemption to the Brown Act, there must be certain emergency conditions present. These include:
· There being a state-proclaimed state of emergency, and state or local officials have imposed City of Santa Clara Printed on 5/4/2022Page 1 of 4
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22-598 Agenda Date: 5/10/2022
or recommended measures to promote social distancing.
· The Council is meeting during a proclaimed state of emergency for the purpose of determining, by majority vote, that meeting in person would present imminent risks to the health and safety of attendees; or
· The Council is meeting during a proclaimed state of emergency and has determined, by majority vote, that in-person meetings would pose health and safety risks to attendees.

In order for the City’s legislative bodies to continue meeting remotely with the exemptions to the Brown Act provided for under AB 361, the Council is required to take certain actions, most of which the City is already implementing:
· The City must continue providing notice of meetings and continue to post agendas as the Brown Act requires to the agency’s website,
· The City must continue allowing for public access to the meeting, while allowing for a public comment period to directly address the legislative body pursuant to Brown Act’s other teleconferencing provisions,
· The City must continue giving notice for how the public can access the meeting and provide public comment, including a call-in or internet-based service option (no physical location required),
· The City must continue providing the public with the opportunity to comment in real time (with the option of additionally allowing comments to be submitted in advance, if the agency desires),
· The City must stop the meeting until public access is restored in the event of a service disruption, and
· No later than 30 days after the first teleconferencing meeting and every 30 days thereafter, the Council will have to reconsider the circumstances of the state of emergency to determine if remote meeting procedures need to remain in place.

The legislative body must make certain findings by majority vote every 30 days to continue using the AB 361 Brown Act teleconferencing requirements. Because the City Council approved Resolution No. 9067 on April 5, 2022, the current Resolution extending teleconferencing requirements has expired.

The City Council must adopt a new resolution in order to continue meeting remotely. Failure to approve this resolution would result in City Council, boards, and commissions meetings being unable to meet fully virtual without exposing the locations of each member’s location on the posted agendas.

Beginning on March 11, 2020 and continuing every 60 days thereafter, the City Council has continued its proclamation of local emergency based on substantial evidence that the public interest and necessity require the continuance of the proclamation of local emergency related to COVID-19.

On September 21, 2021, the Santa Clara County Public Health Officer recommended that public bodies continue to meet remotely to the extent possible due to the continued threat of COVID-19 to the community, the unique characteristics of public governmental meetings, and the continued increased safety protection that social distancing provides as one means by which to reduce the risk of COVID-19 transmission. On November 2, 2021, emergency use of the Pfizer COVID vaccine was authorized for children ages 5-11. On that same day, Santa Clara county moved back into the substantial (orange) COVID-19 transmission tier. On November 22, 2021, Santa Clara county moved to the moderate (yellow) COVID-19 transmission tier. On November 25, 2021, scientists identified the latest COVID-19 variant, Omicron, which has prompted concern among scientists and public health officials because of an unusually high number of mutations that have the potential to make the City of Santa Clara Printed on 5/4/2022Page 2 of 4
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virus more transmissible and less susceptible to existing vaccines. On December 13, 2021, the California Department of Public Health reinstituted its statewide mask mandate, requiring all individuals, regardless of their vaccination status, to wear face coverings in indoor public settings from December 15, 2021 through January 15, 2022 due to a 47% increase in the statewide seven- day average case rate and 14% increase in hospitalizations since Thanksgiving . In light of the rapid
surge in cases due to the Omicron variant, on December 28, 2021, the County of Santa Clara Health Officer issued a health order requiring up-to-date COVID-19 vaccination for workers in certain higher- risk settings. The new order builds on recent changes in the State Health Officer’s vaccination requirements by mandating up-to-date vaccination by workers in certain healthcare and long-term care settings. As of February 3, 2021, new daily Covid-19 cases are on the decline since the surge from the Omicron variant. However, California Covid-19 deaths continue to rise and hospitalizations remain elevated. On February 27, 2022, the Santa Clara County Public Health Officer rescinded the health order requiring the use of face covering indoors effective March 2, 2022. However, the Santa Clara County Public Health Officer continues to recommend that all persons continue to wear face coverings when indoors. The California Department of Public Health continues to require masking in higher-risk settings such as public transit, healthcare facilities, shelters, jails, and long-term care facilities. As of March 26, 2022, the Omicron subvariant BA.2 is now the dominant variant in the US accounting for nearly 55% of new COVID-19 cases in the U.S. On March 29, 2022, the FDA authorized a second booster dose of the COVID-19 vaccines for people 50 years of age and older and some immunocompromised people. As of April 27, COVID-19 levels in wastewater concentrations in the greater Bay Area from Sacramento to Yolo, San Francisco and Santa Clara County and San Mateo County, were similar to what they were during the Delta surge in the summer of 2021, indicating another wave of the pandemic, although not resulting in an increase in hospitalizations. On April 28, Bay Area Rapid Transit reinstated its mask mandate effective immediately through July 18, which impacts the system’s 50 stations in five Bay Area counties. These associated emergency conditions are on-going and there is a need to continue teleconferencing for public meetings without posting the teleconferencing locations on the agenda and without requiring the teleconference locations to be accessible to the public during the current Governor-proclaimed COVID-19 state of emergency. The state of emergency continues to directly impact the ability of the City’s legislative bodies to meet safely in person, and City officials continue to impose or recommend public health safety measures.

It is recommended that the Council adopt a resolution to make requisite findings to allow the City’s legislative bodies to hold public meetings solely by teleconference or otherwise electronically so long as the state of emergency and social distancing measures continue. The Council will have to take action on a monthly basis to reassess and reaffirm such findings to continue meeting remotely.

The proposed Resolution is attached.

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

FISCAL IMPACT
There is no fiscal impact other than administrative time and expense.

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

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

RECOMMENDATION
Adopt a Resolution finding the existence of the need to extend AB 361 implementation to allow the City’s legislative bodies to hold public meetings solely by teleconference or otherwise electronically pursuant to AB 361.

Reviewed by: Nadine Nader, Assistant City Manager
Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. Resolution
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Resolution/Allowing City Legislative Bodies to Hold Teleconference Public Meetings Pursuant to AB 361 Page 1 of 5 Rev: 11/22/17

RESOLUTION NO. _

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA
FINDING THE EXISTENCE OF THE NEED TO EXTEND AB 361

IMPLEMENTATION TO ALLOW CITY LEGISLATIVE BODIES TO

HOLD PUBLIC MEETINGS SOLELY BY TELECONFERENCE OR
OTHERWISE ELECTRONICALLY PURSUANT TO AB 361

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

WHEREAS, the City of Santa Clara is committed to preserving and nurturing public access and participation in meetings of the City’s City Council, Council Committees, City Decision-Making Bodies (including Santa Clara Stadium Authority Board, Sports and Open Space Authority, Housing Authority, Successor Agency to the City of Santa Clara Redevelopment Agency, Bayshore North Project Enhancement Authority, and Public Facilities Financing Corporation), City Boards, Committees and Commissions, Taskforces, and Other City Advisory Entities; WHEREAS, all meetings of City of Santa Clara’s legislative bodies are open and public, as required by the Ralph M. Brown Act (California Government Code Sections 54950, et seq., hereinafter referred to as the “Brown Act”), so that any member of the public may attend, participate, and watch the City’s legislative bodies conduct their business; WHEREAS, the Brown Act allows a local legislative body to hold public meetings by teleconference and to make public meetings accessible telephonically or otherwise electronically to all members of the public seeking to attend and to address the local legislative body, as long as the following requirements are met: (1) each teleconference location from which a member is participating is noticed on the agenda; (2) each teleconference location is accessible to the public; (3) members of the public must be able to address the body at each teleconference location; (4) at least one member of the legislative body must be physically present at the location specified in the meeting agenda; and (5) during teleconference meetings, at least a quorum of the members of the local body must participate from locations within the local body’s territorial jurisdiction;
WHEREAS, on March 17, 2020, Governor Gavin Newsom issued Executive Order N-29-20 ----
Resolution/Allowing City Legislative Bodies to Hold Teleconference Public Meetings Pursuant to AB 361 Page 2 of 6 Rev: 11/22/17

which suspended the Brown Act teleconferencing requirements so that legislative bodies can hold public meetings solely by teleconference, or otherwise electronically, without listing the teleconference locations and without any physical location, as long as the agenda that is posted 72 hours in advance indicates that the members of the legislative body will be participating by teleconference, provides the teleconference or webinar access information by which the public may participate electronically, and lists the procedure for individuals with disabilities to request reasonable accommodations;
WHEREAS, on June 11, 2021, Governor Newsom issued Executive Order N-08-21, which sunsets the Brown Act provisions of Executive Order N-29-20 on September 30, 2021; WHEREAS, on September 16, 2021, Governor Newsom signed urgency ordinance AB 361 which allows a local agency to use teleconferencing for public meetings without posting the teleconferencing locations on the agenda and without requiring the teleconference locations to be accessible to the public during a Governor-proclaimed state of emergency pursuant to California Government Code Section 8625 et seq, if the state of emergency continues to directly impact the ability of the members of its legislative bodies to meet safely in person or state or local officials continue to impose or recommend measures to promote social distancing; WHEREAS, in light of the continued state of emergency related to COVID-19, the Santa Clara County Public Health Officer continues to recommend that public bodies meet remotely to the extent possible, specifically including use of newly enacted AB 361 to maintain remote meetings under the Ralph M. Brown Act and similar laws, as outlined in their “Recommendation Regarding Continued Remote Public Meetings of Governmental Entities” issued on September 21, 2021;
WHEREAS, on October 19, 2021, November 16, 2021, December 14, 2021, January 11, 2022, February 8, 2022, March 8, 2022, and April 5, 2022 the City Council approved Resolutions Nos. 21-9013, 21-9023, 21-9038, 22-9042, 22-9051, 22-9058, and 22-9067 respectively, to allow City Legislative bodies to hold public meetings solely by teleconference or otherwise Resolution/Allowing City Legislative Bodies to Hold Teleconference Public Meetings Pursuant to AB 361 Page 3 of 6 Rev: 11/22/17

electronically pursuant to AB 361;
WHEREAS, on November 2, 2021, federal, state and local health officials authorized emergency use of the Pfizer COVID vaccine for children ages 5-11, and may consider emergency authorization of the COVID vaccine for children under age 5 within the next few months;
WHEREAS, on November 22, 2021, Santa Clara County moved into the moderate (orange) COVID-19 transmission tier;
WHEREAS, on November 25, 2021, scientists identified the latest COVID-19 variant, Omicron, which has prompted concern among scientists and public health officials because of an unusually high number of mutations that have the potential to make the virus more transmissible and less susceptible to existing vaccines; WHEREAS, on December 13, 2021, the California Department of Public Health reinstituted its statewide mask mandate, requiring all individuals, regardless of their vaccination status, to wear face coverings in indoor public settings from December 15, 2021 through January 15, 2022 due to a 47% increase in the statewide seven-day average case rate and 14% increase in hospitalizations since Thanksgiving;
WHEREAS, in light of the rapid surge in cases due to the Omicron variant, on December 28, 2021, the County of Santa Clara Health Officer issued a health order requiring up-to-date COVID-19 vaccination for workers in certain higher-risk settings. The new order builds on recent changes in the State Health Officer’s vaccination requirements by mandating up-to-date vaccination by workers in certain healthcare and long-term care settings; WHEREAS, as of February 3, 2021, new daily Covid-19 cases are on the decline since the surge from the Omicron variant. However, California Covid-19 deaths continue to rise and hospitalizations remain elevated;
WHEREAS, on February 27, 2022, the Santa Clara County Public Health Officer rescinded the health order requiring the use of face covering indoors effective March 2, 2022. However, the Resolution/Allowing City Legislative Bodies to Hold Teleconference Public Meetings Pursuant to AB 361 Page 4 of 6 Rev: 11/22/17

Santa Clara County Public Health Officer continues to recommend that all persons continue to wear face coverings when indoors. The California Department of Public Health continues to require masking in higher-risk settings such as public transit, healthcare facilities, shelters, jails, and long-term care facilities. While Santa Clara County has met the required masking metrics (80% of the population vaccinated, COVID-19 hospitalizations in the jurisdiction are low and stable, seven consecutive days with the seven-day rolling average of new cases at 550 or below) to transition to a strong recommendation for indoor masking, the county remains in the “medium” level of the Centers for Disease Control and Prevention’s new COVID-19 community level framework;
WHEREAS, as of March 26, 2022, the Omicron subvariant BA.2 is now the dominant variant in the US accounting for nearly 55% of new COVID-19 cases in the U.S; WHEREAS, on March 29, 2022, the FDA authorized a second booster dose of the COVID-19 vaccines for people 50 years of age and older and some immunocompromised people; WHEREAS, as of April 27, COVID-19 levels in wastewater concentrations in the greater Bay Area from Sacramento to Yolo, San Francisco and Santa Clara County and San Mateo County, were similar to what they were during the Delta surge in the summer of 2021, indicating another wave of the pandemic, although not resulting in an increase in hospitalizations; WHEREAS, on April 28, Bay Area Rapid Transit reinstated its mask mandate effective immediately through July 18, which impacts the system’s 50 stations in five Bay Area counties; WHEREAS, Government Code Section 54953(e)(3) requires that the City Council review the need and make findings for continuing the teleconferencing without complying with the agenda posting and public comment requirements at least once every thirty (30) days until Governor terminates the state of emergency; and,
WHEREAS, the associated emergency conditions are on-going and there is a need to teleconference for public meetings without posting the teleconferencing locations on the agenda and without requiring the teleconference locations to be accessible to the public during the Resolution/Allowing City Legislative Bodies to Hold Teleconference Public Meetings Pursuant to AB 361 Page 5 of 6 Rev: 11/22/17

current Governor-proclaimed COVID-19 state of emergency and if approved, will be in effect for 30 days and will expire on June 9, 2022 unless staff returns to City Council on or before June 9, 2022 to request to continue the need for teleconferencing.

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

1. That the City Council hereby finds that the state of emergency conditions related to COVID-19, as set forth in Resolution No. 22-9067 adopted on April 5, 2022 and incorporated herein by reference, are on-going.

2. That the City Council finds that there is a need to teleconference for public meetings without posting the teleconferencing locations on the agenda and without requiring the teleconference locations to be accessible to the public during the current Governor-proclaimed COVID-19 state of emergency.

3. That the City Council finds that the state of emergency continues to directly impact the ability of members of the City’s City Council, Council Committees, City Decision-Making Bodies (including Santa Clara Stadium Authority, Sports and Open Space Authority, Housing Authority, Successor Agency to the City of Santa Clara Redevelopment Agency, Bayshore North Project Enhancement Authority, and Public Facilities Financing Corporation), City Boards, Committees and Commissions, Taskforces, and Other City Advisory Entities to meet safely in person.

4. That City officials continue to impose or recommend measures to promote social distancing in City facilities.

5. That members of the City Council, Council Committees, City Decision-Making Bodies, City Boards (including Santa Clara Stadium Authority Board, Sports and Open Space Authority, Housing Authority, Successor Agency to the City of Santa Clara Redevelopment Agency, Bayshore North Project Enhancement Authority, and Public Facilities Financing Corporation), Committees and Commissions, Taskforces, and Other City Advisory Entities are authorized to use teleconferencing, or other electronic means, to hold its public meetings without noticing the Resolution/Allowing City Legislative Bodies to Hold Teleconference Public Meetings Pursuant to AB 361 Page 6 of 6 Rev: 11/22/17

teleconferenced locations on the agenda, without making teleconferenced or physical locations accessible to the public, without posting agendas at teleconferenced locations, without requiring members of the legislative bodies to be physically present at the meeting, and without requiring a quorum of the members of the legislative body to participate from locations with the City’s jurisdiction, as long as the agenda that is posted at least 72 hours in advance indicates that members of the legislative body may be participating electronically, provides the teleconference or webinar access information by which the public may participate electronically, and lists the procedure for individuals with disabilities to request reasonable accommodations, in compliance with AB 361, Government Code Section 54953(e).

6. That the Assistant City Clerk is hereby directed to report to the City Council within thirty

(30) days on the need to further continue teleconferencing for public meetings without posting the teleconferencing locations on the agenda and without requiring the teleconference locations to be accessible to the public during the current Governor-proclaimed COVID-19 state of emergency.

7. Effective Date. This resolution shall become effective immediately.

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE __ DAY OF _________ , 2022, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST:

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Attachments incorporated by reference: None
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-574 Agenda Date: 5/10/2022

REPORT TO COUNCIL

SUBJECT
Action on Resolution to Oppose Initiative 21-0042A1 “The Taxpayer Protection and Government Accountability Act”

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
On October 9, 2018, Council adopted Resolution No. 18-8611 to approve a Legislative Advocacy Position (LAP) Policy. The LAP Policy establishes clear guidelines for advancing City goals and positions through legislative review and advocacy at the regional, State, and federal levels of government and to provide guidance for City officials who serve on regional, State, and national boards, committees, and commissions when they are asked to review public policy matters and issues.

The LAP Policy provides that, “If a Council policy relative to the legislation does not exist, the issue is politically controversial, or there is significant local interest in the issue, the proposed legislation including a recommendation to support, remain neutral, or not support the legislation is brought to Council for consideration.”

DISCUSSION
A proposed November 2022 ballot measure entitled “The Taxpayer Protection and Government Accountability Act” (Attachment 1) is being sponsored by the California Business Roundtable, an association comprised of the largest corporations in California. To be placed on the November 2022 ballot, the measure must garner no less than 997,139 total signatures by August 2, 2022. On March 16, 2022, the Secretary of State’s Office reported that proponents of the measure had gathered 25% of the required signatures, signaling the proponent’s campaign funding stability and momentum.

The Attorney General of California has prepared the following title and summary of the chief purpose and points of the proposed measure:

LIMITS ABILITY OF VOTERS AND STATE AND LOCAL GOVERNMENTS TO RAISE REVENUES FOR GOVERNMENT SERVICES. INITIATIVE CONSTITUTIONAL AMENDMENT. For new or increased state taxes currently enacted by two-thirds vote of Legislature, also requires statewide election and majority voter approval. Limits voters’ ability to pass voter-proposed local special taxes by raising vote requirement to two-thirds.

Eliminates voters’ ability to advise how to spend revenues from proposed general tax on same ballot as the proposed tax. Expands definition of “taxes” to include certain regulatory fees, broadening application of tax approval requirements. Requires Legislature or local governing City of Santa Clara Printed on 5/5/2022Page 1 of 4
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body set certain other fees. Summary of estimate by Legislative Analyst and Director of Finance of fiscal impact on state and local governments: Lower annual state and local revenues, potentially substantially lower, depending on future actions of the Legislature, local governing bodies, voters, and the courts.

The Legislative Analyst’s Office’s Fiscal Impact Estimate Report (Attachment 2) is included in this report for reference.

Under current law, local revenue authority is limited by both statute and a number of voter-approved constitutional provisions, including those added by Proposition 13 (1978), Proposition 218 (1996), and Proposition 26 (2010). Due to these restrictions, local governments have over time become more dependent on state and federal funding rather than general revenues, thus furthering the imbalance between economic/population growth and tax rates.

The Taxpayer Protection and Government Accountability Act ballot measure would amend the California Constitution to restrict the ability of the state, local governments, and the electorate to approve or collect taxes, fees, and other revenues. It would require voter approval of all state taxes, would further restrict local fee authority by limiting it to the “minimum amount necessary” to provide government services, and would require voter approval for local measures such as franchise fees. Its provisions would make it easier to challenge local revenue measures by increasing the burden of proof on local agencies while disallowing an agency’s characterization of a measure from being considered in court.

The measure would prohibit city charter amendments that provide for any revenue whatsoever from being submitted to the electorate. It would also prohibit local agencies from placing advisory measures on the same ballot as any general revenue measure and would raise the threshold for voter approval of local revenue measures proposed by initiative to two-thirds. Notably, the threshold to pass the Taxpayer Protection and Government Accountability Act is only by majority vote.

If passed, it would become more difficult for local governments and other local agencies and the state to raise revenue. It places new, and increased, restrictions on every manner of revenue measure and narrows exceptions to its most onerous requirements. If enacted, this measure would increase city costs while reducing tax revenues, subject specific charges such as franchise fees to voter approval requirements, and subject cities to increased legal challenges pertaining to existing and proposed tax increases.

The City’s legislative consultant, Townsend Public Affairs, has prepared a memo that explains the ballot measure’s implications and their impacts in greater detail (Attachment 3), and recommends that the Council adopt a Resolution to oppose The Taxpayer Protection and Government Accountability Act.

As of March 30, the League of California Cities (along with more than 80 cities, the California State Association of Counties, labor unions, and public safety, labor, and infrastructure advocates) oppose the Taxpayer Protection and Government Accountability Act. The attached League of California Cities press release (Attachment 4) details the coalition’s reasons for opposing the ballot measure.

Staff agrees with Townsend’s recommendation to adopt a Resolution to oppose the Taxpayer Protection and Government Accountability Act as it will affect the City’s ability to raise revenues. This action aligns with the following legislative guiding principles outlined in the City’s LAP Policy:

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· Support the League of California Cities and National League of Cities positions on priority bills that benefit Santa Clara
· Protect local revenue sources and prevent unfunded mandates · Protect and/or increase local government discretion.

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

FISCAL IMPACT
The City has an existing three-year agreement with Townsend Public Affairs for state and federal legislative advocacy services in an amount not-to-exceed $252,000, which includes developing and implementing a legislative strategy. These services are included at no additional cost as part of the consultant’s monthly service fee.

The City is considering placing tax measures on the November 2022 ballot. This proposed ballot measure may negatively impact the City’s ability to effectively pass such measures, and generate revenue, if the described thresholds are applied. Depending on the type of ballot measure, and the likelihood of passage, this Act would make it difficult to pass tax measures, costing millions in potential revenue loss to the City.

COORDINATION
This report was coordinated with Townsend Public Affairs, City Attorney’s Office, and Finance Department.

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

RECOMMENDATION
Adopt a Resolution opposing Initiative 21-0042A1 “The Taxpayer Protection and Government Accountability Act.”
Reviewed by: Cynthia Bojorquez, Assistant City Manager
Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. The Taxpayer Protection and Government Accountability Act City of Santa Clara Printed on 5/5/2022Page 3 of 4
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22-574 Agenda Date: 5/10/2022

2. Fiscal Impact Estimate Report

3. Townsend Summary and Recommendation

4. League of California Cities Press Release

5. Resolution
City of Santa Clara Printed on 5/5/2022Page 4 of 4
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BELL, MCANDREWS & HILTACHK, LLP
ATTORNEYS AND COUNSEi-ORS AT 1..AW
455 C A Pl T O L MALL , S UITE 600
SAC RAMENT O, C ALIF O RNIA 9 5814
(9 16) 442- 7 757
FA X (916) 442 - 7759
www.bmhlaw. com
January 4, 2022
Anabel Renteria
Initiative Coordinator
2 1 - 0 0 4 2

RECEIVED
JAN O 4 2022
Arndt# I
Office of the Attorney General
State of California

INITIATIVE COORDINATOR

ATTORNEY GENERAL'S OFFICE
PO Box 994255
Sacramento, CA 94244-25550
Re: Initiative 21-0042-Amendment Number One
Dear Initiative Coordinator:

Pursuant to subdivision (b) of Section 9002 of the Elections Code, enclosed please find Amendment #1 to Initiative No. 21-0042 "The Taxpayer Protection and Government Accountability Act." The amendments are reasonably germane to the theme, purpose or subject of the initiative measure as originally proposed .

I am the proponent of the measure and request that the Attorney General prepare a circulating title and summary of the measure as provided by law, using the amended language.

Thank you for your time and attention processing my request.

Sincere
tp,,,
Thomas W. Hiltachk
2 1 - 0 0 4 2 Arndt. # /
The Taxpayer Protection and Government Accountability Act [Deleted codified text is denoted in strikeout. Added codified text is denoted by italics and underline.] Section 1. Title
This Act shall be known, and may be cited as, the Taxpayer Protection and Government Accountability Act.

Section 2. Findings and Declarations
(a) Californians are overtaxed. We pay the nation's highest state income tax, sales tax, and gasoline tax. According to the U.S. Census Bureau, California's combined state and local tax burden is the highest in the nation. Despite this, and despite two consecutive years of obscene revenue surpluses, state politicians in 2021 alone introduced legislation to raise more than $234 billion in new and higher taxes and fees.
(b) Taxes are only part of the reason for California's rising cost-of-living crisis. Californians pay billions more in hidden "fees" passed through to consumers in the price they pay for products, services, food, fuel, utilities and housing. Since 2010, government revenue from state and local "fees" has more than doubled.
(c) California's high cost of living not only contributes to the state's skyrocketing rates of poverty and homelessness, they are the pushing working families and job-providing businesses out of the state. The most recent Census showed that California's population dropped for the first time in history, costing us a seat in Congress. In the past four years, nearly 300 major corporations relocated to other states, not counting thousands more small businesses that were forced to move, sell or close. (d) California voters have tried repeatedly, at great expense, to assert control over whether and how taxes and fees are raised. We have enacted a series of measures to make taxes more predictable, to limit what passes as a "fee," to require voter approval, and to guarantee transparency and accountability. These measures include Proposition 13 (1978), Proposition 62 (1986), Proposition 218 (1996), and Proposition 26 (2010).
(e) Contrary to the voters' intent, these measures that were designed to control taxes, spending and accountability, have been weakened and hamstrung by the Legislature, government lawyers, and the courts, making it necessary to pass yet another initiative to close loopholes and reverse hostile court decisions.

Section 3. Statement of Purpose
(a) In enacting this measure, the voters reassert their right to a voice and a vote on new and higher taxes by requiring any new or higher tax to be put before voters for approval. Voters also intend that all fees and other charges are passed or rejected by the voters themselves or a governing body elected by voters and not unelected and unaccountable bureaucrats.
(b) Furthermore, the purpose and intent of the voters in enacting this measure is to increase transparency and accountability over higher taxes and charges by requiring any tax measure placed on the ballot- 1 either at the state or local level-to clearly state the type and rate of any tax, how long it will be in effect, and the use of the revenue generated by the tax.
(c) Furthermore, the purpose and intent of the voters in enacting this measure is to clarify that any new or increased form of state government revenue, by any name or manner of extraction paid directly or indirectly by Californians, shall be authorized only by a vote of the Legislature and signature of the Governor to ensure that the purposes for such charges are broadly supported and transparently debated. (d) Furthermore, the purpose and intent of the voters in enacting this measure is also to ensure that taxpayers have the right and ability to effectively balance new or increased taxes and other charges with the rapidly increasing costs Californians are already paying for housing, food, childcare, gasoline, energy, healthcare, education, and other basic costs of living, and to further protect the existing constitutional limit on property taxes and ensure that the revenue from such taxes remains local, without changing or superseding existing constitutional provisions contained in Section l(c) of Article XIII A. (e) In enacting this measure, the voters also additionally intend to reverse loopholes in the legislative two thirds vote and voter approval requirements for government revenue increases created by the courts including, but not limited to, Cannabis Coalition v. City of Upland, Chamber of Commerce v. Air Resources Board, Schmeer v. Los Angeles County, Johnson v. County of Mendocino, Citizens Assn. of Sunset Beach v.

Orange County Local Agency Formation Commission, and Wilde v. City of Dunsmuir.

Section 4. Section 3 of Article XIII A of the California Constitution is amended to read:

Sec. 3(aJ Every levy, charge, or exaction of any kind imposed by state law is either a tax or an exempt charge.
llJJ111 ~ Any change in state statute law which results in any taxpayer paying a new or higher tax must be imposed by an act passed by not less than two-thirds of all members elected to each of the two houses of the Legislature, and submitted to the electorate and approved by a maiority vote, except that no new ad valorem taxes on real property, or sales or transaction taxes on the sales of real property, may be imposed. Each Act shall include:
(AJ A specific duration of time that the tax will be imposed and an estimate of the annual amount expected to be derived from the tax.
(BJ A specific and legally binding and enforceable limitation on how the revenue from the tax can be spent.

If the revenue from the tax can be spent for unrestricted general revenue purposes. then a statement that the tax revenue can be spent for "unrestricted general revenue purposes" shall be included in a separate. stand-alone section. Any proposed change to the use of the revenue from the tax shall be adopted by a separate act that is passed by not less than two-thirds of all members elected to each of the two houses of the Legislature and submitted to the electorate and approved by a maiority vote. (2) The title and summary and ballot label or question required for a measure pursuant to the Elections Code shall, for each measure providing for the imposition of a tax, including a measure proposed by an elector pursuant to Article II, include:
(A) The type and amount or rate of the tax;
{BJ The duration of the tax; and
2 (CJ The use of the revenue derived from the tax.
(c) Any change in state law which results in any taxpayer paying a new or higher exempt charge must be imposed by an act passed by each of the two houses of the Legislature. Each act shall specify the type of exempt charge as provided in subdivision (e J, and the amount or rate of the exempt charge to be imposed.

MJ..fb} As used in this section and in Section 9 of Article II, "tax" means every a-AV levy, charge, or exaction of any kind imposed by the State state Jaw that is not an exempt charge. eMcept the follov.•ing:
(e) As used in this section, "exempt charge" means only the following:
(1) a et:iarge imposed for a speeific benefit coAferred or privilege graAted directl'I to tl:ie pa'fOF that is not pro,.•ided to those not chargeEI, anEI which Eloes not eMceed the reasonable costs to the State of conferring the benefit or granting the pri¥ilege to the pa•,•or.
ill WA reasonable charge imposed for a specific government service or product provided directly to the payor that is not provided to those not charged, and which does not exceed the reasonable actual costs to the State of providing the service or product to the payor.

WW A charge imposed for the reasonable regulatory costs to the State incident to issuing licenses and permits, performing investigations, inspections, and audits, enforcing agricultural marketing orders, and the administrative enforcement and adjudication thereof. (3) A levy, charge. or exaction collected from local units of government, health care providers or health care service plans that is primarily used by the State of California for the purposes of increasing reimbursement rates or payments under the Medi-Cal program, and the revenues of which are primarily used to finance the non-federal portion of Medi-Cal medical assistance expenditures. (4) A reasonable charge iFRposed for entrance to or use of state property, or the purchase, rental, or lease of state property, except charges governed by Section 15 of Article XI. (5) A fine, or penalty, or other FRonetar;;• ct:iarge including any applicable interest for nonpayment thereol imposed by the judicial branch of government or the State, as a result of a state administrative enforcement agency pursuant to adjudicatory due process, to punish a violation of law. (6} A levy, charge. assessment. or exaction collected for the promotion of California tourism pursuant to Chapter 1 (commencing with Section 13995) of Part 4.7 of Division 3 of Title 2 of the Government Code. /Jl{E} Any tax or exempt charge adopted after January 1, 2022 ~, but prior to the effective date of this act, that was not adopted in compliance with the requirements of this section is void 12 months after the effective date of this act unless the tax or exempt charge is reenacted B'l the begislature anel signed into law b't' the Goi.iernor in compliance with the requirements of this section. f.gl{Jl_{aj The State bears the burden of proving by a preponelerance of tl:ie clear and convincing evidence that a levy, charge, or other exaction is an exempt charge and not a tax. The State bears the burden of proving by clear and convincing evidence that the amount of the exempt charge is reasonable and that the amount charged does not exceed the actual cost of providing the service or product to the payor . .tA-a-t tt:ie aFRount is RO FRore than necessary to co•.ier tt:ie reasonable costs of tJ::ie governmental acti>.·ity and 3 that the FAanner in which those costs are allocated to a pa•1or bear a fair er reasenable relationship to the pa'/Or's burdens en, or benefits recei;ied ~rem, the ge,.•ernmental actii.•ity (2) The retention of revenue bv. or the payment to. a non-governmental entity of a levy, charge. or exaction of any kind imposed by state law. shall not be a factor in determining whether the levy. charge, or exaction is a tax or exempt charge.
(3) The characterization of a levv. charge. or exaction of any kind as being voluntary. or paid in exchange for a benefit, privilege, allowance, authorization, or asset, shall not be a factor in determining whether the levy, charge, or exaction is a tax or an exempt charge. (4) The use of revenue derived from the levy, charge or exaction shall be a factor in determining whether the levy. charge. or exaction is a tax or exempt charge. {h) As used in this section:
(1) "Actual cost" of providing a service or product means: (iJ the minimum amount necessary to reimburse the government for the cost of providing the service or product to the payor, and Iii) where the amount charged is not used by the government for any purpose other than reimbursing that cost. In computing "actual cost" the maximum amount that may be imposed is the actual cost less all other sources ofrevenue including. but not limited to taxes. other exempt charges. grants. and state or federal funds received to provide such service or product.
(2) "Extend" includes, but is not limited to, doing any of the following with respect to a tax or exempt charge: lengthening its duration, delaying or eliminating its expiration, expanding its application to a new territory or class ofpayor. or expanding the base to which its rate is applied. (3) "Impose" means adopt, enact, reenact. create, establish. collect. increase or extend. (4) ''State law" includes. but is not limited to. any state statute, state regulation, state executive order, state resolution, state ruling, state opinion letter, or other legal authority or interpretation adopted, enacted, enforced, issued. or implemented by the legislative or executive branches of state government. "State law" does not include actions taken by the Regents of the University of California, Trustees of the California State University, or the Board of Governors of the California Community Colleges.

Section 5. Section 1 of Article XIII C of the California Constitution is amended, to read:

Sec. 1. Definitions. As used in this article:
(a) "Actual cost" of providing a service or product means: (i) the minimum amount necessary to reimburse the government for the cost of providing the service or product to the payor, and (ii) where the amount charged is not used by the government for any purpose other than reimbursing that cost. In computing "actual cost" the maximum amount that may be imposed is the actual cost less all other sources of revenue including. but not limited to taxes, other exempt charges, grants, and state or federal funds received to provide such service or product.
{b) "Extend" includes, but is not limited to. doing any of the following with respect to a tax, exempt charge, or Article XIII D assessment, fee, or charge: lengthening its duration. delaying or eliminating its expiration, expanding its application to a new territory or class of payor. or expanding the base to which its rate is applied.
4 lfl..W "General tax" means any tax imposed for general governmental purposes. (d) "Impose" means adopt, enact, reenact, create, establish. collect, increase, or extend. {rl_fb} "Local government" means any county, city, city and county, including a charter city or county, any special district, or any other local or regional governmental entitv, or an elector pursuant to Article II or the initiative power provided by a charter or statute.
(f) "Local law" includes, but is not limited to, any ordinance, resolution, regulation. ruling, opinion letter, or other legal authority or interpretation adopted, enacted, enforced, issued, or implemented by a local government.
{gj__ts} "Special district" means an agency of the State, formed pursuant to general law or a special act, for the local performance of governmental or proprietary functions with limited geographic boundaries including, but not limited to, school districts and redevelopment agencies. l.!1)_{8} "Special tax" means any tax imposed for specific purposes, including a tax imposed for specific purposes, which is placed into a general fund.
fJl ~ As used in this article, and in Section 9 of Article II, "tax" means every a-AV-levy, charge, or exaction of any kind, imposed by a local governmeRt law that is not an exempt charge .• eMeept the f.ollo•NiAg:
(i) As used in this section, "exempt charge" means only the following:
(1) A charge imposed f.or a speeifie benefit eoAferred or pri•.•ilege granted direetl'I to the pa•,ior that is Rot proviEleEl to those not charged, aRd whieh 1foes not eMeeed the reasonable easts to the local go·,ernR'lent of eonferring the benefit or granting the pri•,ilege.
ill~ A reasonable charge imposed for a specific local government service or product provided directly to the payer that is not provided to those not charged, and which does not exceed the reasonable actual costs to the local government of providing the service or product. f21 ~ A charge iR'lposed for the reasonable regulatory costs to a local government for issuing licenses and permits, performing investigations, inspections, and audits, enforcing agricultural marketing orders, and the administrative enforcement and adjudication thereof. 111.-{4-t A reasonable charge ifflposed for entrance to or use of local government property, or the purchase, rental, or lease of local government property.
111 ts}, A fine, or penalty, or other ff!Onetal)· eharge including any applicable interest for nonpayment thereat imposed by the judicial branch of government or a local government administrative enforcement agencv pursuant to adjudicatory due process, as a resl:llt of to punish a violation of law. ill -fat A charge imposed as a condition of property development. No levv, charge, or exaction regulating or related to vehicle miles traveled may be imposed as a condition of property development or occupancy. {§)_ f7-} An Assessments and propert',' related fees assessment, fee, or charge irn13osed in aeeorElance 'Nith tl:Je provisions of subiect to Article XI II D, or an assessment imposed upon a business in a tourism marketing district, a parking and business improvement area, or a property and business improvement district. 5 (7) A charge imposed for a specific health care service provided directly to the payor and that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of providing the health care service. As used in this paragraph, a "health care service" means a service licensed or exempt from licensure by the state pursuant to Chapters 1.1.3, or 2 of Division 2 of the Health and Safety Code.

Tl:le losal go¥emment bears the burden of proving b',' a preponderance of tl:le e1t1ielence tl:lat a le•I'(, cl:large, or other e:1<actien is net a ta:1<, that the ammmt is no more than necessary to co1,er the reasenaele costs of the governmental activity and that the manner in which those costs are allocateel to a 13ayor bear a fair or reasonable relationsl=lip to the pa','or's burdens on, or benefits recei1t1ed from, the governmental acfa•it·(.

Section 6. Section 2 of Article XIII C of the California Constitution is amended to read:

Sec. 2. Local Government Tax Limitation. Notwithstanding any other provision of this Constitution:
(a) Every levy, charge. or exaction of any kind imposed by local Jaw is either a tax or an exempt charge. All taxes imposed by any local government shall be deemed to be either general taxes or special taxes. Special purpose districts or agencies, including school districts, shall have no power to levy general taxes. (b) No local law government, whether proposed by the governing body or by an elector. may impose, extend, or increase any general tax unless and until that tax is submitted to the electorate and approved by a majority vote. A general tax shall not be deemed to have been increased if it is imposed at a rate not higher than the maximum rate so approved. The election required by this subdivision shall be consolidated with a regularly scheduled general election for members of the governing body of the local government, except in cases of emergency declared by a unanimous vote of the governing body. (c} An1/ general tm< imposed, e:l<tended, or increased, without 1,oter approval, by an11 local go►•1 ernrnent on or after January 1, 199§, and prior to the effecti¥e date of tl:lis article, shall continue to be imposed only if appro ►.•ed by a niajority vote of the voters voting in an election on the issue of t"1e imposition, ..,.,1,:iicl:I election sl=lall be held within two ~•ears of tl=le effective date of this article and in compliance with subdivision !b}. {d} No focal law go1t1ernment, whether proposed by the governing body or by an elector, may impose, e:1<tend, or increase any special tax unless and until that tax is submitted to the electorate and approved by a two-thirds vote. A special tax shall not be deemed to have been increased if it is imposed at a rate not higher than the maximum rate so approved. (d) The title and summary and ballot label or question required for a measure pursuant to the Elections Code shall, for each measure providing for the imposition of a tax, include:
(1) The type and amount or rate of the tax;
(2) the duration of the tax; and
(3) The use of the revenue derived from the tax. If the proposed tax is a general tax, the phrase "for general government use" shall be required, and no advisory measure may appear on the same ballot that would indicate that the revenue from the general tax will. could. or should be used for a specific purpose. (e) Only the governing body of a local government. other than an elector pursuant to Article II or the initiative power provided by a charter or statute, shall have the authority to impose any exempt charge.

The governing body shall impose an exempt charge by an ordinance specifying the type of exempt charge 6 as provided in Section 1 (i) and the amount or rate of the exempt charge to be imposed, and passed by the governing body. This subdivision shall not apply to charges specified in paragraph (7) of subdivision (i) of Section 1.
ff) No amendment to a Charter which provides for the imposition, extension, or increase of a tax or exempt charge shall be submitted to or approved by the electors, nor shall any such amendment to a Charter hereafter submitted to or approved by the electors become effective for any purpose. {q) Any tax or exempt charge adopted after January 1, 2022, but prior to the effective date of this act, that was not adopted in compliance with the requirements of this section is void 12 months after the effective date of this act unless the tax or exempt charge is reenacted in compliance with the requirements of this section.
{h)(l) The local government bears the burden of proving by clear and convincing evidence that a levy, charge or exaction is an exempt charge and not a tax. The local government bears the burden of proving by clear and convincing evidence that the amount of the exempt charge is reasonable and that the amount charged does not exceed the actual cost of providing the service or product to the payor. (2) The retention of revenue by, or the payment to. a non-governmental entity of a levy, charge. or exaction of any kind imposed by a local law. shall not be a factor in determining whether the levy, charge. or exaction is a tax or exempt charge.
(3) The characterization of a levy, charge, or exaction of any kind imposed by a local law as being paid in exchange for a benefit. privilege, allowance, authorization, or asset, shall not be factors in determining whether the levy, charge, or exaction is a tax or an exempt charge. (4) The use of revenue derived from the levy, charge or exaction shall be a factor in determining whether the levy, charge. or exaction is a tax or exempt charge.

Section 7. Section 3 of Article Xlll D of the California Constitution is amended, to read:

Sec. 3. Property Taxes, Assessments, Fees and Charges Limited (a) No tax, assessment, fee, 9f charge, or surcharge. including a surcharge based on the value of property, shall be assessed l;i•,• an11 agenc11 upon any parcel of property or upon any person as an incident of property ownership except:
(1) The ad valorem property tax imf)osed f)YFSllant to described in Section l(a) of Article XIII and Section l(a) of Article XIII A, and described and enacted pursuant to the voter approval requirement in Section l(b) Q[Article XII I A.
(2) Any special non-ad valorem tax receiving a two-thirds vote of qualified electors pursuant to Section 4 of Article XIII A, or after receiving a two-thirds vote of those authorized to vote in a community facilities district by the legislature pursuant to statute as it existed on December 31, 2021. (3) Assessments as provided by this article.
(4) Fees or charges for property related services as provided by this article. 7 (b) For purposes of this article, fees for the provision of electrical or gas service shall not be deemed charges or fees imposed as an incident of property ownership.

Section 8. Sections 1 and 14 of Article XIII are amended to read:

Sec. 1 Unless otherwise provided by this Constitution or the laws of the United States:
(a) All property is taxable and shall be assessed at the same percentage of fair market value. When a value standard other than fair market value is prescribed by this Constitution or by statute authorized by this Constitution, the same percentage shall be applied to determine the assessed value. The value to which the percentage is applied, whether it be the fair market value or not, shall be known for property tax purposes as the full value.
(b) All property so assessed shall be taxed in proportion to its full value. (c) All proceeds from the taxation of property shall be apportioned according to law to the districts within the counties.

Sec. 14. All property taxed by state or local government shall be assessed in the county, city, and district in which it is situated. Notwithstanding any other provision of/aw, such state or local property taxes shall be apportioned according to law to the districts within the counties .

Section 9. General Provisions
A. This Act shall be liberally construed in order to effectuate its purposes.

B. (1) In the event that this initiative measure and another initiative measure or measures relating to state or local requirements for the imposition, adoption, creation, or establishment of taxes, charges, and other revenue measures shall appear on the same statewide election ballot , the other initiative measure or measures shall be deemed to be in conflict with this measure. In the event that this initiative measure receives a greater number of affirmative votes, the provisions of this measure shall prevail in their entirety, and the provisions of the other initiative measure or measures shall be null and void . (2) In furtherance of this provision , the voters hereby declare that this measure conflicts with the provisions of the "Housing Affordability and Tax Cut Act of 2022" and "The Tax Cut and Housing Affordability Act," both of which would impose a new state property tax (called a "surcharge" ) on certain real property, and where the revenue derived from the tax is provided to the State, rather than retained in the county in which the property is situated and for the use of the county and cities and districts within the county, in direct violation of the provisions of this initiative. (3) If this initiative measure is approved by the voters, but superseded in whole or in part by any other conflicting initiative measure approved by the voters at the same election, and such conflicting initiative is later held invalid, this measure shall be self-executing and given full force and effect.

C. The provisions of this Act are severable. If any portion, section, subdivision, paragraph, clause, sentence, phrase, word, or application of this Act is for any reason held to be invalid by a decision of any court of competent jurisdiction, that decision shall not affect the validity of the remaining portions of this Act. The People of the State of California hereby declare that they would have adopted this Act and each and every portion, section, subdivision, paragraph, clause, sentence, phrase, word, and application not 8 declared invalid or unconstitutional without regard to whether any portion of this Act or application thereof would be subsequently declared invalid.

D. If this Act is approved by the voters of the State of California and thereafter subjected to a legal challenge alleging a violation of state or federal law, and both the Governor and Attorney General refuse to defend this Act, then the following actions shall be taken:
(1) Notwithstanding anything to the contrary contained in Chapter 6 of Part 2 of Division 3 ofTitle 2 of the Government Code or any other law, the Attorney General shall appoint independent counsel to faithfully and vigorously defend this Act on behalf of the State of California. (2) Before appointing or thereafter substituting independent counsel, the Attorney General shall exercise due diligence in determining the qualifications of independent counsel and shall obtain written affirmation from independent counsel that independent counsel will faithfully and vigorously defend this Act. The written affirmation shall be made publicly available upon request. (3) A continuous appropriation is hereby made from the General Fund to the Controller, without regard to fiscal years, in an amount necessary to cover the costs of retaining independent counsel to faithfully and vigorously defend this Act on behalf of the State of California. (4) Nothing in this section shall prohibit the proponents of this Act, or a bona fide taxpayers association, from intervening to defend this Act.
9 Preprinted L ogo will go here
January 19, 2022
Hon. Rob Bonta
Attorney General
1300 I Street, 17th Floor
Sacramento, California 95814
Attention: Ms. Anabel Renteria
Initiative Coordinator
Dear Attorney General Bonta:

Pursuant to Elections Code Section 9005, we have reviewed the proposed constitutional Taxpayer Protection and Government Accountability Act initiative (A.G. File No. 21-0042, Amendment #1).

Background
State Government
Taxes and Fees. This year’s state budget spends over $255 billion in state funds. Over 90 percent of the state budget is funded with revenues from taxes. These include, for example, sales taxes paid on goods and income taxes paid on wages and other sources of income. Much of the rest of the state budget is funded by fees and other charges. Examples include: (1) charges relating to regulatory activities; (2) charges for specific government services or products, like fees charged to drivers to improve roads; (3) charges for entering state property, such as a state park; and (4) judicial fines, penalties, and other charges. The State Constitution requires the state to set fees at a reasonable level, generally reflecting the costs of the services or benefits provided.

The state uses revenue from taxes and fees to fund a variety of programs and services, including education, health care, transportation, and housing and homelessness services.

Current Requirements to Approve Taxes and Fees. Under the State Constitution, state tax increases require approval by two-thirds of each house of the Legislature or a majority vote of the statewide electorate. The Legislature can reduce taxes with a majority vote of each house, provided the change does not result in an increase in taxes paid by any single taxpayer. In many cases, the Legislature has enacted statutes that delegate its authority to adjust fees and other 21-0042 Amdt. 1
LAOA
Legislative Analyst's Office
California Legislature
Gabriel Petek, Legislative Analyst
925 L Street, Suite 1000, Sacramento, CA 95814
(916) 445-4656
Hon. Rob Bonta 2 January 19, 2022
charges to administrative entities, like state departments. In these cases, these charges can be increased or changed by the department within certain limits.

Local Government
Taxes and Fees. The largest local government tax is the property tax, which raises roughly $75 billion annually. Other local taxes include sales taxes, utility taxes, and hotel taxes. In addition to these taxes, local governments levy a variety of fees and other charges. Examples include parking meter fees, building permit fees, regulatory fees, and judicial fines and penalties.

In order to be considered a fee, the charge cannot exceed the reasonable costs to the local government of providing the associated product or service. Local governments use revenues from taxes and fees to fund a variety of services, like fire and police, public works, and parks.

Current Requirements to Approve Taxes and Fees. State law requires increases in local taxes to receive approval of the local governing body—for example, a city council or county board of supervisors—as well as approval of voters in that local jurisdiction. Most proposed taxes require a two-thirds vote of the local governing board before being presented to the voters.

Special taxes (those used for a specific purpose) require a two-thirds vote of the electorate while other types of taxes require a majority vote of the electorate. The majority-vote general taxes can be used for any purpose. Recent case law suggests that citizen initiative special taxes may be approved by majority vote, rather than a two-thirds vote. Currently, local governing bodies have the ability to delegate their authority to adjust fees and other charges to administrative entities, like city departments. In these cases, these charges can be increased or changed by the department within certain limits.

Proposal
This measure amends the State Constitution to change the rules for how the state and local governments can impose taxes, fees, and other charges.

State and Local Government Taxes
Expands Definition of Tax. The measure amends the State Constitution to expand the definition of taxes to include some charges that state and local governments currently treat as fees and other charges. For example, certain charges imposed for a benefit or privilege granted to a payer but not granted to those not charged would no longer be considered fees. As a result, the measure could increase the number of revenue proposals subject to the higher state and local vote requirements for taxes discussed below.

Requires Voter Approval for State Taxes. The measure increases the vote requirements for increasing state taxes. Specifically, the measure requires that legislatively proposed tax increases receive approval by two-thirds of each house and a majority vote of the statewide electorate.

Voters would still be able to increase taxes by majority vote of the electorate without legislative action, however. Any state tax approved between January 1, 2022 and the effective date of this measure would be nullified unless it fulfills the requirements of the measure.

Requirements for Approving Local Taxes. Whether sought by the local governing body or the electorate, the measure establishes the same approval requirements for increasing local Hon. Rob Bonta 3 January 19, 2022
special taxes. Any local tax approved between January 1, 2022 and the effective date of this measure would be nullified unless it fulfills the requirements of the measure.

Allowable Uses and Duration of State and Local Tax Revenues Must Be Specified. The measure requires state and local tax measures to identify the type and amount (or rate) of the tax and the duration of the tax. State and local government general tax measures must state that the revenue can be used for general purposes.

State and Local Government Fees
Requires the Legislature and Local Government Bodies to Impose State and Local Fees.

Fees would have to be imposed by a majority vote of both houses of the Legislature or local governing bodies. The measure would restrict the ability of state and local governments to delegate fee changes to administrative entities. The extent of these restrictions would depend on future court decisions. Any fee approved between January 1, 2022 and the effective date of this measure would be nullified unless it fulfills the requirements of the measure.

Some New State and Local Fees Could Not Exceed Actual Costs. For some categories of fees, if the Legislature or a local governing body wished to impose a new fee or make changes to an existing fee, the measure generally would require that the charge be both reasonable and reflect the actual costs to the state or local government of providing the service. The measure also specifies that actual cost should not exceed “the minimum amount necessary.” In many cases, existing fees already reflect the government’s actual costs. In other cases, some fees would have to more closely approximate the payer’s actual costs in order to remain fees. If a fee payer challenged the charge, the state or local government would need to provide clear and convincing evidence that the fee meets this threshold. State and local governments also would bear the burden of providing clear and convincing evidence that the levy is a fee—which is not subject to a vote by the electorate—and not a tax under the new definition.

Fiscal Effects
Lower State Tax and Fee Revenue. By expanding the definition of a tax, increasing the vote requirements for approving taxes, and restricting administrative changes to fees, the measure makes it harder for the Legislature to increase nearly all types of state revenues. The extent to which revenues would be lower under the measure would depend on various factors, most notably future decisions made by the Legislature and voters. For example, requirements for legislative approval of fee increases currently set administratively could result in lower fee revenues, depending on future votes of the Legislature. That lower revenue could be particularly notable for some state programs largely funded by fees. Due to the uncertainty of these factors, we cannot estimate the amount of reduced state revenue, but it could be substantial.

Lower Local Government Tax and Fee Revenue. Compared to the state, local governments generally face greater restrictions to raising revenue. By expanding the definition of taxes and restricting administrative changes to fees, the measure would make it somewhat harder for local governments to raise revenue. Consequently, future local tax and fee revenue could be lower than they would be otherwise. The extent to which revenues would be lower is unknown, but Hon. Rob Bonta 4 January 19, 2022
fees could be more impacted. The actual impact on local government revenue would depend on various factors, including future decisions by the courts, local governing bodies, and voters.

Possible Increased State and Local Administrative Costs to Change Some Fee Levels. In some cases, state and local departments would need to develop methods for setting fees to reflect actual costs if the Legislature or local governing bodies wanted to change those fees in the future. Estimating actual costs by program and fee source could involve some added workload for those state and local departments, which likely would be supported by fee revenue. The extent of these administrative costs would depend on (1) whether the state and local governments determine a fee increase is needed in order to maintain their current level of programs and services funded through fee revenue and (2) future court decisions.

Summary of Fiscal Effects. We estimate that this measure would have the following major fiscal effects:
• Lower annual state and local revenues, potentially substantially lower, depending on future actions of the Legislature, local governing bodies, voters, and the courts.

Sincerely,
_____________________________
for Gabriel Petek
Legislative Analyst
_____________________________
for Keely Martin Bosler
Director of Finance
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M E M O R A N D U M

To: City of Santa Clara

From: Townsend Public Affairs

Date: April 7, 2022

Subject: Analysis: Taxpayer Protection and Government Accountability Act

OVERVIEW

Under current law, local revenue authority is limited by both statute and a number of voter - approved constitutional provisions, including those added by Proposition 13 (1978), Proposition 218 (1996), and Proposition 26 (2010). Due to these restrictions, local governments have over time become more dependent on state and federal funding rather than general revenues, thus furthering the imbalance between economic/population growth and tax rates.

The Taxpayer Protection and Government Accountability Act would amend the California Constitution to restrict the ability of the state, local governments, and the electorate to approve or collect taxes, fees, and other revenues. It would require voter approval of all state taxes, would further restrict local fee aut hority by limiting it to the “minimum amount necessary” to provide government services, and would require voter approval for local measures such as franchise fees.

Its provisions would make it easier to challenge local revenue measures by increasing the burden of proof on local agencies while disallowing an agency’s characterization of a measure from being considered in court.

The measure would prohibit c ity charter amendments that provide for any revenue whatsoever from being submitted to the electorate. It would also prohibit local agencies from placing advisory measures on the same ballot as any general revenue measure and would raise the threshold for voter approval of local revenue measures proposed by initiative to two- thirds. Notably, the threshold to pass this measure is only by majority vote.

The proposed constitutional initiative is sponsored by the California Business Roundtable, an association comprised of the largest corporations in California. To be placed on the November 2022 ballot, the measure must garner no less than 997,139 total signatures by August 2, 2022.

On March 16, 2022, the Secretary of State’s Office reported that the measure gathered 25% of its required signatures, signaling the proponent’s campaign funding stability and momentum.

PROPOSED CHANGES TO LAW

The purpose of the ballot measure is to make it more difficult for local governments and other local agencies and the state to raise revenue by any means. It places new and increased restrictions on every manner of revenue measure and narrows exceptions to its most onerous requirements. If enacted, this measure would increase city costs while reducing tax revenues, subject specific charges such as franchise fees to voter approval requirements, and subject cities to increased legal challenges pertaining to existing and proposed tax increases. Further, any

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PUBLIC AFFAIRS
EST TPA 1998
clarifying language related to its implementation would need to be passed via another constitutional amendment and would require voter approval.

1. Defines Taxes and “Exempt Charges”

The fundamental provision of the proposed initiative would be to designate every levy, charge, or exaction of any kind imposed by the state or a local agency as either a tax or an “exempt charge.” Every revenue measure not defined as an exempt charge would be subject to voter approval requirements, some of which the initiative newly imposes or increases.

The list of exempt charges is based on the provisions of Proposition 26 (2010), with some changes. The list includes charges for the actual cost of a government service (such as utilities), charges for the regulatory costs of issuing licenses and performing related inspections and audits, charges for the lease or sale of government property, fines and penalties to punish violations of law, charges for tourism promotion, health c are charges to increase Medi -Cal reimbursement rates, and, for local agencies, charges imposed as a condition of property development.

As proposed, every state and local revenue measure not defined as an exempt charge would need to be submitted to the voters for approval.

2. Instates New Ballot Transparency Requirements

Those tax measures would be required to include in both the title and summary and the ballot label the type and amount or rate of the tax, the duration of the tax, and the use of the revenue derived from the tax. In the case of local general taxes, the phrase “for general government use” would be required and it would be prohibited to include an advisory measure on the same ballot to determine how the electorate would like to see those revenues used. By specifying that a duration must be provided, the proposed ballot measure appears to require taxes to be time limited.

3. Raises Vote Threshold For Local Voter Initiatives From a Simple Majority to Two- Thirds

Local voter initiatives that impose special taxes are currently subject to lower voting thresholds than those initiated by city governing boards. This measure would increase those thresholds from a majority vote to two-thirds. Ultimately, this measure is attempting to reassert the two-thirds voter threshold requirements for tax increases proposed via initiative special taxes . This special tax voter threshold was disputed by the California Supreme Court in cases like California Cannabis Coalition v. City of Upland and subsequent Court of Appeals decisions which have upheld that special taxes proposed by initiative require only simple majority voter approval.

4. Retroactively Cancels Recently Passed Revenue Measures

This initiative would retroactively cancel other revenue measures passed by voters or approved between January 1, 2022, and the time this initiative goes into effect, if they do not comply with this measure’s provisions, even if they complied with all laws in effect at the time they passed.

The proposed initiative would give those cancelled revenue measures twelve months to re- comply. However, local tax measures can only be put to voters at regular elections where governing board members can also be elected, unless the governing board unanimously calls a special election, and no regular elections would take place in the twelve months after the initiative would take effect. Additionally, the measure specifically prohibits any tax or fee regulating or related to vehicle miles traveled imposed as a condition of property development or occupancy.

5. Prohibits Fees and Taxes From Exceeding “Actual Cost” – Increases Potential for Legal Challenges

For most local fees, the measure would prohibit them from exceeding the “actual cost” and defines actual cost to “the minimum amount necessary,” opening up cities to litigation and judicial second- guessing about whether the c ity could have chosen a lower level of service or whether it could have achieved the result at a lower cost by other means.

The proposed measure would increase the burden of proof on local agencies to prove that a revenue measure is not subject to voter approval requirements —and that t he amount of the charge is reasonable and does not exceed the “actual cost,” or “minimum amount necessary” — from a preponderance of evidence to clear and convincing evidence. This means that the imposition of exempt charges like parking meter fees, regulatory fees, and judicial fines are likely to be fought by any member of the public that views them as “unreasonable.” Furthermore, the measure prohibits a court from considering how a local agency describes, or characterizes, a revenue measure in making its determination, whereas the use of the funds would be required to be a factor in that determination.

This could factor into city processes like the sale of a parcel of land, which is defined within the measure as an exempt charge. To impose an exempt charge under the terms of the initiative, the governing body must pass an ordinance specifying the amount of the exempt charge, in this case, the amount charged to purchase the property. If a city resident contested the sale of the land and argued it was a tax rather than an exempt charge, the language would preclude a judge from assessing the situation under the factoring in the city’s description of the charge as being paid in exchange for an asset. Instead, the court would be required to consider as a factor the use of revenue derived from the charge.

This would mean that the revenue generated from the sale of the property could not be used under the discretion of the governing body, and the governing body would need to demonstrate that the amount of the charge was both “reasonable” and “did not exceed the actual cost” of providing the product to the buyer. Thus, the selling, leasing, or renting of property would be restricted to the city’s cost for providing the parcel to the buyer, instead of selling at mar ket rate or to the person offering the highest amount.

6. Increases State-Level Tax Increases to a Higher Vote Threshold

At the state level, the measure would require all state taxes to receive voter approval, in addition to the current requirement for two-thirds approval of both houses of the Legislature. Any increase or imposition of any non-tax charge, however minor, would require approval of the Legislature if it results in any taxpayer paying a higher amount. This requirement would apply to everything from bar exam fees to State Fair ticket prices to any charge for a map, shirt, or deck of cards for sale at a state park. And due to the restrictions on the use of revenue from exempt charges, revenue from map, shirt, and playing card sales at state parks could not be used to support the maintenance of the park, but only to reimburse the minimum amount necessary to provide that map, sticker, or deck of cards to the purchaser.

RECCOMENDATION

The public’s view on this measure is likely to be influenced heavily by discontent sowed by the pandemic and its related restrictions, along with the current view that the state is imposing high taxes during a period of expansion and large cash reserves. The messaging for this measure will be positioned as a “stick it to the government” and “increase tax transparency” which is likely to garner a lot of public support if it qualifies in June.

TPA recommends the City draft a resolution in opposition to this initiative. /0 /1 /2 /2 /1 /2 /2 /3 /i255 /5 /6 /0 /7 /i255 /8/9/10 /11/11 /12 /13 /14 /15 /14 /12 /16 /i255/17/12/18 /16 /15 /13 /i255 /15 /12 /i255 /19 /20 /21 /22 /15 /23 /24 /i255 /25 /12 /26 /11 /12 /26 /21 /15 /14 /12 /16 /27 /28 /21 /25 /29 /20 /30 /i255 /28 /21 /22 /22 /12 /15 /i255/17/20/21 /13 /18 /26 /20 /i255 /15 /23 /26 /20 /21 /15 /20 /16 /14 /16 /31 /i255 /32 /12 /15 /20 /26 /i255 /26 /14 /31 /23 /15 /13 /i255 /21 /16 /30 /i255 /22 /12 /25 /21 /22 /i255 /13 /20 /26 /32 /14 /25 /20 /13 /i255 /33 /i255 /34 /21 /22 /i255 /34 /14 /15 /14 /20 /13 /23 /15 /15 /11 /13 /6 /1 /1 /19 /19 /19 /35 /25 /21 /22 /25 /14 /15 /14 /20 /13 /35 /12 /26 /31 /1 /30 /20 /15 /21 /14 /22 /27 /11 /21 /31 /20 /13 /1 /16 /20 /19 /13 /1 /2 /36 /2 /2 /1 /36 /37 /1 /37 /36 /1 /12 /11 /11 /12 /13 /14 /15 /14 /12 /16 /27/17/12/18 /16 /15 /13 /27 /15 /12 /27 /19 /20 /21 /22 /15 /23 /24 /27 /25 /12 /26 /11 /12 /26 /21 /15 /14 /12 /16 /27 /28 /21 /25 /29 /20 /30 /27 /28 /21 /22 /22 /12 /15 /27/17/20/21 /13 /18 /26 /20 /27 /15 /23 /26 /20 /21 /15 /20 /16 /14 /16 /31 /27 /32 /12 /15 /20 /26 /27 /26 /14 /31 /23 /15 /13 /27 /21 /16 /30 /27/38 /39 /1 /40 /10/11/11 /12 /13 /14 /15 /14 /12 /16 /i255/17/12/18 /16 /15 /13 /i255 /15 /12 /i255 /19 /20 /21 /22 /15 /23 /24 /25 /12 /26 /11 /12 /26 /21 /15 /14 /12 /16 /27 /28 /21 /25 /29 /20 /30 /i255 /28 /21 /22 /22 /12 /15 /i255/17/20/21 /13 /18 /26 /20 /15 /23 /26 /20 /21 /15 /20 /16 /14 /16 /31 /i255 /32 /12 /15 /20 /26 /i255 /26 /14 /31 /23 /15 /13 /i255 /21 /16 /30 /i255 /22 /12 /25 /21 /22 /13 /20 /26 /32 /14 /25 /20 /13
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RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA
TO OPPOSE INITIATIVE 21-0042A1 “T HE TA XPAYER
PROTECTION AND GOVERNMENT ACCOUNTABILITY ACT”

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

WHEREAS, an association representing California’s wealthiest corporations is behind a deceptive proposition aimed for the November 2022 statewide ballot; and , WHEREAS, the measure creates new constitutional loopholes that allow corporations to pay far less than their fair share for the impacts they have on our communities, including local infrastructure, our environment, water quality, air quality, and natural resources; and, WHEREAS, the measure includes undemocratic provisions that would make it more difficult for local voters to pass measures needed to fund local services and infrastructure, and would limit voter input by prohibiting local advisory measures where voters provide direction on how they want their local tax dollars spent; and,
WHEREAS, the measure makes it much more difficult for state and local regulators to issue fines and levies on corporations that violate laws intended to protect our environment, public health and safety, and our neighborhoods; and,
WHEREAS, the measure puts billions of dollars currently dedicated to state and local services at risk, and could force cuts to public schools, fire and emergency response, law enforcement, public health, parks, libraries, affordable housing, services to support homeless residents, mental health services, and more; and,
WHEREAS, the measure would also reduce funding for critical infrastructure like streets and roads, public transportation, drinking water, new schools, sanitation, and utilities .

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

1. That the City opposes Initiative 21-0042A1; and

2. That the City will join the NO on Initiative 21-0042A1 coalition, a growing coalition of Resolution/Oppose Initiative 21-0042A1 “The Taxpayer Protection and Government Accountability Act” Page 2 of 2 Rev: 11/22/17
public safety, labor, local government, infrastructure advocates, and other organizations throughout the state.

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

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 10
TH DAY OF MAY, 2022, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Attachments incorporated by reference: None

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-595 Agenda Date: 5/10/2022

REPORT TO COUNCIL

SUBJECT
Action on a Resolution Authorizing the Use of City Electric Forces Along Magellan Avenue (Deferred from April 19, 2022)

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

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

Estimate Number: 37938
Location: At various pole locations along Magellan Avenue Type of Service: Capacity
Description of Work: Replacement of existing 8 poles with 7 qty of 55-ft poles and 1 qty of 50-ft pole on existing three phase 12KV line. Add new 6 spans of new 12 KV line with 3-397AAC KCMIL overhead conductors above existing 12 KV line from pole 11E01 to 10F05. Transfer other utilities including secondary electric and service drops from existing to new pole. Remove existing poles. Cleanup and restoration of site.

Estimated Cost: $97,719
Appropriation: Electric Utility Capital Fund (591) Project 2006 - Distribution Capital Maintenance and Betterments
Source of Revenue: Customer Service Charges
City of Santa Clara Printed on 5/5/2022Page 1 of 2
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22-595 Agenda Date: 5/10/2022

ENVIRONMENTAL REVIEW
The actions being considered are exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines sections 15302(c) (Class 2 - Replacement or Reconstruction) because it involves the replacement or reconstruction of existing utility systems and/or facilities involving negligible expansion of capacity, and 15303(d) (Class 3 - New Construction or Conversion of Small Structures), because they involve the construction of new electric utility extensions.

FISCAL IMPACT
The funds to support the staff time for work performed by SVP and related construction materials for the work detailed in this report, totaling $97,719 are included in the Transmission and Distribution Capital Maintenance and Betterments Capital improvement project in the Electric Utility Capital Fund for the Fiscal Year 2021/22 Capital Budget. All referenced work will be performed with City Electric Forces (SVP staff). Some work associated with encroachment permits may be performed by the Department of Public Works (DPW). DPW costs are recovered through payment of permit fees.

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

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

RECOMMENDATION
Adopt a Resolution authorizing the use of City Electric Forces at various pole locations along Magellan Avenue.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. Resolution - Use of City Electric Forces
City of Santa Clara Printed on 5/5/2022Page 2 of 2
powered by Legistar™
Resolution/Use of City Electric Forces Page 1 of 2
Rev: 03-09-18
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

AUTHORIZING THE USE OF CITY ELECTRIC FORCES
PURSUANT TO CHARTER SECTION 1310

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

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

1. The City Council of the City of Santa Clara does hereby declare and determine that the public works set forth in the May 10, 2022, Report to Council #22-595, attached hereto and incorporated by this reference, may be performed better or more economically by the City with its own employees.
///

///

Resolution/Use of City Electric Forces Page 2 of 2
Rev: 03-09-18

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

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE ___ DAY OF _________, 2022, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Attachments incorporated by reference:

1. May 10, 2022, Report to Council #22-595
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-573 Agenda Date: 5/10/2022

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Request from the Stadium Manager for Reimbursement for Costs Related to Emergency Recycled Water Line Repairs

BOARD PILLAR
Ensure Compliance with Measure J and Manage Levi’s Stadium

DISCUSSION
On April 30, 2020, the Stadium Manager notified the Stadium Authority that a main 4-inch recycled water line ruptured underground beneath the concrete structural slab inside Levi’s Stadium. The damage resulted in the failure of the irrigation system that provided water to the field and immediate repair work was required to prevent damage to the field. As the Tenant of Levi’s Stadium, Forty Niners SC Stadium Company LLC (StadCo) claimed the project as an emergency capital repair under Section 11.2.3 of the Stadium Lease Agreement. The Tenant’s procurement of a contractor for the repairs is exempt from the Stadium Authority Procurement Policy requirement for Board approval of Stadium Authority agreements.

On December 22, 2020, StadCo invoiced the Stadium Authority $217,004 for the total cost of the repairs. The Stadium Authority’s contractor, Contractor Compliance and Monitoring, Inc. has been working with the Stadium Manager, which managed the project on behalf of StadCo, to collect the necessary documents to determine whether proper prevailing wages were paid by the contractor, Devcon Construction, and its subcontractors.

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

ATTACHMENTS

1. Stadium Manager’s Notification of Emergency Recycled Water Line Repairs

2. Stadium Manager’s Request for Reimbursement
City of Santa Clara Printed on 5/5/2022Page 1 of 1
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From: Mercurio, Jim
To: Deanna Santana
Cc: Christine Jung; Ruth Shikada; Brian Doyle; Compliance Manager Subject: Emergency repair at the stadium
Date: Thursday, April 30, 2020 2:41:11 PM
Importance: High
Deanna:

Yesterday afternoon Stadium engineers and security personnel discovered that a main 4” recycled water line ruptured underground beneath the concrete structural slab inside the Stadium.

The damage resulted in the failure of the irrigation system that provides water to the Stadium field.

In order to prevent damage to the field, the repair work must commence immediately. The cost of replacing the entire field would be in the range of $350,000 to $385,000.

In the past, the City has offered to provide contractors to perform emergency repairs at the Stadium. Assuming that offer still stands, we would be happy to engage your contractors to perform this work.

The scope of this work would be appropriate for a General Contractor familiar with sub slab pipe replacement.

Here is a brief write up of the scope of work:

- Isolate the damaged section of pipe and identify the limits of pipe to be replaced and abandoned to fully restore operation of the pipe.
- Remove and/or abandon the existing pipe. It is expected that demolition work will require the contractor to expose the damaged pipe by means of saw cut, excavation and core drill. Contractor shall x-ray all concrete slab and wall surfaces prior to any demolition and excavation activities.
- Install and connect a new 4-inch diameter welded and flanged stainless steel pipe. - Backfill and restore all disturbed areas to match existing. - Test pipe and connections.
- Ensure all work is in compliance with local and state building code requirements. - Test and verify working condition of existing 4-inch Press Reducing Valve (PRV) and associated components on the field side of the damaged pipe. Replace or repair equipment, if necessary.
- Obtain all applicable permits, if necessary.
- Coordinate access and all hot work with 49ers Engineering Department prior to commencement of work.
- Provide as-built and other project contract documents upon completion of project. - Additionally, alternate means and methods will be reviewed and approved on a case by case basis.

Alternatively, if you prefer not to provide City contractors for this work, we will hire a General Contractor to perform the repair on an emergency basis in accordance with the Stadium Lease.

Please let us know how you would like to proceed. Happy to discuss live if you prefer.

Thanks,

JIM

JIM MERCURIO
Executive Vice President & General Manager
Forty Niners Stadium Management Company
T 408.562-4944
| M 650 642-4909
Levi’s® Stadium
4900 Marie P. DeBartolo Way
Santa Clara, CA 95054

––––––––––––––––––––––––

#StayHomeStayStrong
LevisStadium.com
49ers.com/IGYB

From: MacNeil, Larry
To: Christine Jung; Kenn Lee
Cc: Compliance Manager
Subject: RE: Stadium Repair Work
Date: Tuesday, December 22, 2020 1:31:22 PM
Attachments: image001.png
image006.png
image008.png
image009.png
image010.png
image011.png
StadCo Invoice - Emergency Water Line Repair.pdf
Dear Ms. Jung:

Attached is an invoice in the amount of $217,004 for the repairs to the broken irrigation pipe under the Stadium 100 level slab.

Please remit payment from the Stadium Capital Expenditure Reserve Account by 1.4.2020.

thx

Larry MacNeil
San Francisco 49ers
408.416.1639

From: MacNeil, Larry
Sent: Wednesday, September 23, 2020 1:30 PM
To: Christine Jung <[email protected]>; Mercurio, Jim <[email protected]>; Compliance Manager <[email protected]>
Cc: Andrew Crabtree <[email protected]>; Brian Doyle <[email protected]>; Ruth Shikada <[email protected]>; Ruben Torres <[email protected]>; Deanna Santana <[email protected]>
Subject: RE: Stadium Repair Work

See attached.

thx

Larry MacNeil
San Francisco 49ers
408.416.1639

From: Christine Jung <[email protected]>
Sent: Monday, September 21, 2020 4:12 PM
To: Mercurio, Jim <[email protected]>; Compliance Manager <compliancemanager@49ers- smc.com>
Cc: Andrew Crabtree <[email protected]>; Brian Doyle <[email protected]>; Ruth Shikada <[email protected]>; Ruben Torres <[email protected]>; Deanna Santana <[email protected]>
Subject: RE: Stadium Repair Work

Hi Jim,

Thank you for sending the requested documents regarding the emergency repair. We reviewed the documents and they look complete with the exception of bond documents. Accordingly,

we ask that the Stadium Manager provide a copy of the duly executed bond documents for our review and records.

Once we received the bond documents, the Stadium Authority will authorize Devcon to pull permits.

Sincerely,
Christine Jung
| Assistant to the Executive Director
1500 Warburton Avenue | Santa Clara, CA 95050
D: 408.615.2218 | www.santaclaraca.gov/scsa

From: Mercurio, Jim <[email protected]>
Sent: Friday, September 11, 2020 4:42 PM
To: Deanna Santana <[email protected]>; Compliance Manager <[email protected]>
Cc: Andrew Crabtree <[email protected]>; Brian Doyle <[email protected]>; Christine Jung <[email protected]>; Ruth Shikada <[email protected]>; Ruben Torres <[email protected]>
Subject: RE: Stadium Repair Work

Hi Deanna:

The cost of the project provided by the contract is $378,735. It is listed on page two of the contract that is attached. I also included a schedule of values provided by Devcon Construction and the Service Agreement with Devcon for the repairs. Lastly, we attached the Progress Payment #1 for the repair. Please advise when you will release the permit for said project.

Thanks very much,

JIM

JIM MERCURIO
Executive Vice President & General Manager
Forty Niners Stadium Management Company
T 408.562-4944
| M 650 642-4909
Levi’s® Stadium
4900 Marie P. DeBartolo Way
Santa Clara, CA 95054

––––––––––––––––––––––––

#FTTB
49ers.com

From: Deanna Santana <[email protected]>
Sent: Friday, September 11, 2020 9:40 AM
To: Mercurio, Jim <[email protected]>; Compliance Manager <compliancemanager@49ers- smc.com>
Cc: Andrew Crabtree <[email protected]>; Brian Doyle <[email protected]>; Christine Jung <[email protected]>; Ruth Shikada <[email protected]>; Ruben Torres <[email protected]>
Subject: Stadium Repair Work

Good Morning Jim,

Christine sent an email dated September 2, 2020 requesting StadCo to provide the following documents, which we have not yet received:

Cost of the projects provided by the contractor;
Copies of all contracts used to implement the repairs; and Copies of all invoices paid or to be paid when the work is completed.

The Stadium Authority, as the building owner, will not authorize the contractor to pull the permit until we have the requested documents. Please send them at your earliest convenience.

Thank you,

DEANNA J. SANTANA | Executive Director
1500 Warburton Avenue | Santa Clara, CA 95050
D: 408.615.2211 | www.santaclaraca.gov/scsa

tJITlfFlJt

THE BAY
•
•
•

FORTY NINERS SC STADIUM COMPANY LLC
4949 Marie P. DeBartolo Way  Santa Clara, CA 95054  (408) 562-4949

INVOICE

Date: December 22, 2020
Customer ID: SANT01

Santa Clara Stadium Authority
Attn: Kenn Lee
1500 Warburton Ave
Santa Clara, CA 95050

Emergency Repair Service to Field Water Line:

• Devcon Invoice 81989 $6,500.00
• Devcon Invoice 82689 $108,404.53
• Devcon Invoice 831162 $82,999.87
• Devcon Invoice 831172 $19,099.60
$217,004.00

Payment is due upon receipt

Please make payment to:

Forty Niners Stadium Management Company LLC
Attn: Accounts Receivable
4949 Marie P. DeBartolo Way
Santa Clara, CA 95054

Wire and ACH information available upon request.

ITEM PRICE
DEVCON CONSTRUCTION INC DATE : 5/29/2020
690 GIBRALTAR DRIVE JOB #: 20/090
MILPITAS, CA 95035 BILLING #: 01
INVOICE #: 81989
TO: Forty Niners SC Stadium Company LLC
4949 Marie P. Debartolo Way
Santa Clara, CA 95054
PROJECT: Levi's Stadium
Emergency Repairs
TO BILL YOU FOR:

TOTAL COSTS TO DATE PER THE ATTACHED BREAKDOWN 6,500.00 AMOUNT NOW DUE 6,500.00

DEVCON CONSTRUCTION INC

BRET SISNEY, CONTROLLER

DESCRIPTION AMOUNT
.93;2658 /8<479:4 1.* )(& ("0!Ȁ %$/Ȁ$("/Ȁ+-$/Ȁ ,.""0/"!+#'

APPLICATION AND CERTIFICATE FOR PAYMENT PAGE 1 OF 2 PAGES TO OWNER: Forty Niners SC Stadium Company LLC PROJECT: Levi's Stadium APPLICATION NO: 01 Distribution to:
4949 Marie P. Debartolo Way Emergency Repairs PERIOD TO: 5/29/2020 x OWNER Santa Clara, CA 95054
P.O. NUMBER: CONTRACTOR
FROM CONTRACTOR: Devcon Construct on VIA ARCHITECT: PROJECT MANAGER:
690 Gibraltar Drive DCI JOB NO: 20/090
Milpitas, CA 95035
CONTRACT DATE:

CONTRACT FOR:

CONTRACTOR'S APPLICATION FOR PAYMENT The undersigned Contractor certifies that to the best of the Contractor's knowledge, infor- Appl cation is made for payment, as shown below, in connection with the Contract. mation and belief the Work covered by this Applicat on for Payment has been completed Continuation Sheet, is attached. in accordance with the Contract Documents, that all amounts have been paid by the Contractor for Work for which previous Certif cates for Payment were issued and payments 1 ORIGINAL CONTRACT SUM..................................... $ 6,500.00 received from the Owner, and that current payment shown herein is now due. 2 Net chan
ge by Job Extra's..................................... $ 0.00 CONTRACTOR:
3 CONTRACT SUM TO DATE (LINE 1 +/- 2)....... $ 6,500.00 By: Date: 5/29/2020
4 TOTAL COMPLETED & STORED TO DATE..................
$ 6,500.00
(Column H on attached sheet)
5 RETAINAGE:
a. 10 % of Complete Work $ 0.00
(Columns F + G on attached sheet)
b. % of Stored Material $ 0.00
(Column on attached sheet)
Total Retainage (Line 5a + 5b or
Total in Column of attached sheet).... $ 0.00
6 TOTAL EARNED LESS RETAINAGE........................... $ 6,500.00 ARCHITECT'S CERTIFICATE FOR PAYMENT (Line 4 less Line 5 Total)
In accordance with the Contract Documents, based on on-site observat ons and the data
7 LESS PREVIOUS CERTIFICATES FOR PAYMENT comprising this application, the Arch tect certifies to the Owner that to the best of the (Line 6 from pr or Certificate)..................................... $ 0.00 Architect's knowledge, information and belief the Work has progressed as ind cated, the quality of the Work is in accordance with the Contract Documents, and the Contractor 8 CURRENT PAYMENT DUE.........................................$ 6,500.00 is ent tled to payment of the AMOUNT CERTIFIED. 9 BALANCE TO FINISH, INCLUDING RETAINAGE AMOUNT CERTIFIED..........................................................$ (Line 3 less Line 6 )...................................$ 0.00 (Attach explanat on if amount certified differs from the amount applied for. Initial all figures on this Application and on the Continuation Sheet that are changed to CHANGE ORDER SUMMARY ADDITIONS DEDUCTIONS conform to the amount certified.) Total changes approved in ARCHITECT:
previous months by Owner 0 0 By: Date:

Total approved this Month 0 0 This Certificate is not negotiable. The AMOUNT CERTIFIED is payable only to the Con- TOTAL 0 0 tractor named herein. Issuance, payment and acceptance of payment are without NET CHANGES by Change Order 0 prejud ce to any rights of the Owner or Contractor under this Contract. .93;2658 /8<479:4 1.* )(& ("0!Ȁ %$/Ȁ$("/Ȁ+-$/Ȁ ,.""0/"!+#'

SITE: Levi's Stadium
JOB #: 20/090
DATE: 5/29/2020
BILLING: 01 TOTAL

REVISED COMPLETED

ITEM ITEM OF SCHEDULED CHANGE SCHEDULED PREVIOUS WORK IN TO DATE BALANCE NO. DIRECT COST VALUE ORDERS VALUE APPLICATIONS PLACE $ % TO FINISH 1 Site Utilities 6,500 0 6,500 0.00 6,500.00 6,500.00 100% 0.00 SUBTOTAL 6,500 0 6,500 0.00 6,500.00 6,500.00 100% 0.00 Contractors Overhead & Profit 0 0 0 0.00 0.00 0.00 0% 0.00 TOTAL 6,500 0 6,500 0.00 6,500.00 6,500.00 100% 0.00
DocuSign Envelope ID: 986082F1-054E-482E-AC4E-0BD22FE21A37

CONDITIONAL WAIVER AND RELEASE

UPON PROGRESS PAYMENT
California Civil Code Section 8136
NOTICE: THIS DOCUMENT WAIVES THE CLAIMANT'S LIEN, STOP PAYMENT NOTICE, AND PAYMENT BOND RIGHTS EFFECTIVE ON RECEIPT OF PAYMENT. A PERSON SHOULD

NOT RELY ON THIS DOCUMENT UNLESS SATISFIED THAT THE CLAIMANT HAS RECEIVED PAYMENT.

Identifying Information:

Name of Claimant : Devcon Construct ion Inc
Name of Customer : Forty Niners SC Stadium Company LLC
Job Location : Emergency Repairs
Owner : Forty Niners SC Stadium Company LLC
Through Date : 5/29/2020
Conditional Waiver and Release:

This document waives and releases lien, stop payment notice and payment bond rights the claimant has for labor and service prov ided, and equipment and mater ial delivered, to the customer on this job through the Through Date of th is document . Rights based upon labor or service provided, or equipment or materials deliverd, pursuant to a written change order that has been fully executed by the part ies prior to the date that this document is signed by the claimant, are waived and released by this document, unless listed as an Exception below . This document is effect ive only on the claimant's receipt of payment from the financial institut ion on which the following check is drawn :

Maker of Check: Forty Niners SC Stadium Company LLC
Amount of Check: 6,500 .00
Check Payable to : Devcon Construct ion Inc
Exceptions:

This document does not affect any of the fol lowing :
1 Retentions
Signature:
2 Extras for which the claimant has not received payment . 3 The following progress payments for which the claimant has previously given a condit ional waiver and release but has not received payment :

Date(s) of waiver and release:

Amount(s) of unpaid progress payment (s) :
4 Contract rights, including (A) a right based on rescission, abandonment, or breach of contract; and (B) the right to recover compensation for work not compensated by the payment .

Claimant's Signature :
r-: DocuSigned by:
~ 2~!;~ ------------
Claimant's Title : Bret R. Sisney, Controller
Date of Signature : 5/29/2020
2012 Lit Lib - 4567

DEVCON CONSTRUCTION INC
690 GIBRALTAR DRIVE
MILPITAS, CA 95035
• eve, revcc
TO: Forty Niners Stadium Management Co., LLC
4900 Marie P. Debartolo Way
• eve, •\J 1 • EV~, ~_P-!~

DESCRIPTION
Santa Clara, CA 95054
PROJECT: Levi's Stadium
Waterline Repair
TO BILL YOU FOR:

TOTAL COSTS TO DATE PER THE ATTACHED BREAKDOWN
LESS 10% RETENTION

AMOUNT NOW DUE

DEVCON CONSTRUCTION INC
'
BRET SIS , CONTROLLER r
***** INVOICE *****
DATE : 8/31/2020
JOB #: 20/142
BILLING #: 01
INVOICE #: 82689
AMOUNT
119,748 .07
108,404.53

APPLICATION AND CERTIFICATE FOR PAYMENT
TO OWNER: Forty Niners Stadium Management Co., LLC
4900 Marie P. Debartolo Way
Santa Clara, CA 9SOS4
FROM CONTRACTOR:

CONTRACT FOR:

CONTRACTOR'S APPLICATION FOR PAYMENT
VIA ARCHITECT:

Application is made for payment, as shown below, in connection with the Contract Continuation Sheet, is attached .
2 3
4 Net change by Job Extra's .......... . _ ........................... -- $ CONTRACT SUM TO DATE (LINE 1 +/· 2) ..... __ ....... ,. $ TOTAL COMPLETED & STORED TO DATE. ................... $ (Column H on attach ed sheet)
5 RETAINAGE:
a.
b.
10 % of Complete Wor $
(Columns F + G on attached she et)
% of Stored Mater!,$
(Column on attached sheet)
Total Retainage {Line Sa + Sb or
Total in Column of attached sheet) ......... $
6 TOTAL EARNED LESS RETAINAGE ................................ $ (Line 4 Jess Line 5 Total)
7 LESS PREVIOUS CERTIFICATES FOR PAYMENT
(Line 6 from prior Certificate) ...................................... - ............. _ .. $ 8 9
CURRENT PAYMENT DUE ............................................... $

BALANCE TO FINISH, INCLUDING RETAINACE
(Line 3 less Llne 6 )- ... - .... - ................... $

CHANGE ORDER SUMMARY ADDITIONS
Total chan<>es aoDroved in
I nrevious months bv Owner 0
Total a nnroved this Month 0
TOTAL 0
NET CHANGES bv Chan11.e Order 0
11,343.54

0.00 270 .330.47

DEDUCTIONS I
PAGE 1 OF 2 PAGES
PROJECT: Levi's Stadium
Waterline Repair
APPl.,ICATION NO:

PERIOD TO:
01 8/31/2020
Distribution to:
x OWNER
378,735.00

0.00 378,735. 00
119.748.07
11,343.54
108,404.53

0.00 108 ,404.S3
0 0
0 P.O. NUMBER: CONTRACTOR
PROJECT MANAGER:

DCI JOB NO: 20/142
INVOICE#:

CONTRACT DATE:

The undersigned Contractor certifie s that to the best of the Contractor's knowledge , infor mation and belief the Work covered by this Application for Payment has been completed in accordance with the Contract Documents, that all amounts have been paid by the Contractor for Work for which previou s Certificates for Payment were Issued and payments received from the Owner, and that current paymen t shown herein is now due.

CONTRACT

ARCHITECT'S CERTIFICATE FOR PAYMENT
In accordance with the Contract Documents, based on on·site observations and the data comprising this application. the Architect cenifies to the Owner that to the best of the Architect's knowledge, Information and belief the Work has pro~essed as indicated, the quality of the Work ls in accordance with the Contract Documents, and the Contractor Is entitled to payment of the AMOUNT CERTIFIED.

AMOUNT CERTIFIED.-....................... , ........................ $ (Attach explanation if amount certified differs from the amount applied for. Initial all F~ures on this Application and on the Continuation Sheet that are changed to conform to the amount certified.)
ARCHITECT:

By: Date:

This Certificate is not negotiable. The AMOUNT CERTIFIED Is payable only to the Con tractor named herein. Issuance, payment and acceptance of payment are without prejudice to any rWlts of the Owner or Contractor under this Contract.

SITE:

JOB#:

DATE:

BILLING:

ITEM
NO
1 2
3 4
Levi's Stadium
Z0/142
8/31/2020
01 ITEM OF

DIRECT COST
General Cond!Uons
Concret e Work
Landscape
Site Utilities
SUBTOTAL:

Overhead & Profit
General Liability Insurance
Performance Bond
Architec tu ral & Engineering
Permits & Pees
Contingency
TOTAL:

SCHEDULED
VALUE
62,448
23,125
19,825
208,800
0 314,198
40,000
1,578
2,249
5,000
0 15,710
378735
CHANGE
ORDERS
0 0
0 0
0 0
0 0
0 0
0 0

REVISED

SCHEDULED
VALUE
62,448
23,125
19,825
208,800
314,198
40,000
1,578
2,249
5,000
0 15,710
378,735

APPLICATIONS

0.00 0.00

0.00 0.00
o.oo

0.00 0.
00 0.00

0.00 0.00

WORK IN
PLACE
14,800.00
23,125.00

0.00 62,700.00
100,625.00
12,810.39

0.00 2,231.00

0.00 4,081.68
o.oo
119,748.07
TOTAL

COMPLETED

TO DATE
$
14,800.00
23,125.00

0.00 62,700.00
100,625.00
12,810 .39

0.00 2,231.00

0.00 4,081.68

0.00 119,748.07
%
24%
100%
0%
30%
32%
32%
0%
99%
0%
#DIV/0!
0%
32%

BALANCE

TO FINISH
47,648.00

0.00 19,825.00
146,100.00
213,573.00
27,189.61
1,578.00

18.00 5,000.00
(4,081.68)
15,710.00
258,986.93

RETAINAGE
1,480.00
2,312.50

0.00 6,270.00
10,062.50
1,281.04

0.00 0.00

0. 00
11,343.54

CONDITIONAL WAIVER AND RELEASE

NOT RELY ON THIS DOCUMENT UNLESS SATISFIED THAT THE CLAIMANT HAS RECEIVED PAYMENT.

Identifying Information:

Name of Claimant:

Name of Customer:

Job Location:

Owner:

Through Date :

Devcon Construction, Inc.

Fort y Niners Stadium Management Co., LLC
Waterline Repair
Forty Niners Stadium Manageme nt Co., LLC
8/31/2020
Conditional Waiver and Release:

This document waives and releases lien, stop payment notice and payment bond rights the claimant has for labor and service provided , and equipment and material delivered, to the customer on this job through the Through Date of this document. Rights based upon labor or service provided, or equipment or materials deliver d, pursuant to a written change orde r that has been fully executed by the parties prior to the date that this document is signed by the claimant, are waived and released by this document, unless listed as an Exception below. This document is effective only on the claimant's receipt of payment from the financial institution on which the following check is drawn:

Maker of Check: Forty Niners Stadium Manageme nt Co., LLC Amount of Check: 108 404.53
Check Payable to : Devcon Construction, Inc.

Exceptions:

This document does not affect any of the following:
l Retentio ns
Signature:
2 Extras for which the claimant has not received payment. 3 The following progress payments for which t he claimant has previously given a conditional waiver and release but has not received payment :

Date(s) of waiver and release:

Amount(s) of unpaid progress payment(s):
4 Contract rights, including (A) a right based on rescission, abandonment, or breach of contract; and (B) the right to recover compensation for work not compensated by t he payment .

Claimant's Signature:

Claimant's Title:

Date of Signature: 9/8/2020
2012 Lit Lib - 4567

DEVCON CONSTRUCT ION INC
690 GIBRALTAR DRIVE
MILPITAS , CA 95035
, eve,
ii eve, 1\1
, eve, 1\1 ,
TO: Forty Niners Stadium Management Co., LLC
4900 Marie P. Debartolo Way
,ev~ 1
~ Q¾

DESCRIPTION
Santa Clara, CA 95054
PROJECT: Levi's Stadium
Waterline Repair
TO BILL YOU FOR:

TOTAL COSTS TO DATE PER THE ATTACHED BREAKDOWN
LESS 10% RETENTION

LESS PREVIOUSLY BILLED

AMOUNT NOW DUE

DEVCON CONSTRUCTION INC
~~~

REGINA CONTRERAS, ACCOUNTS RECEIVABLE
***** INVOICE *****
DATE: 10/31/2020
JOB#: 20/142
BILLING # : 02
INVOICE#: 831162
AMOUNT
210,504.00
(19,099.60}
(108,404.53)
82,999.87
APPLICATION AND g_BJIFICATE FOR PAYMENT
TO OWNER: Forty Nlners Stadium Management Co., LLC
4900 Marie P. Debartolo Way
Santa Clara , CA 95054
FROM CONTRACTOR:

CONTRACT FOR:

CONTRACTOR'S APPLICATION FOR PAYMENT
VIA ARCHITECT:

Application Is made for payment, as shown below, In connection with the Contract.

Continuation Sheet, is attached.
1 ORIGINAL CONTRACT SUM ................ _,,_ ..•.• , ... ___ $ 2 Net change by Job Extra's··· --·····-···--·- ---.. $
3 CONTRACT SUM TO DATE (LINE 1 +/· 2) ....... - . ..... S 4 TOTAL COMPLETED & STORED TO DATE. ................. S (Column H on attached sheet}
s RETAINAGE:
a _..!L % ofCompleteWorl $ 19,099.60
(Columns F • G on attached sheet)
b. % of Stored Matcria $ 0.00
(Column on attached sheet)
Total Ret:ainage (Line Sa+ Sb or
Total in Column of attached sheet) ... - ... S
6 TOTAL EARNED LESS RETAINAGE ........... _ ._ .. ., .......... S (Line 4 less Line S Total)
7 LESS PREVIOUS CERTIFICATES FOR PAYMENT
(Line 6 from prior Certificate) ...... - ... - ... - ... - .......... $ 8 CURRENT PAYMENT DUE ............ ,_ ... _____ ............ $ 9 BALANCE TO FINISH, lNCLUDING RET AINAGE
(Line 3 less Line 6 .. _,._ .... _$ 19 099.60

CHANGE ORDER SUMMARY ADDITIONS DEDUCTIONS
Total chan•""• aooroved in
I orevlous months bv Owner 0
Total a11oroved this Month 0
TOTAL 0
NET CHANGES bv ChanQe Order (168 2311
PROJECT:
378,735.00
(168,231.00]
210J04.00
~04.00
~099.60
191,404.40
108,404.53
~ 82,999.87
I
0 168 231
168 231
Levi's Stadium
Waterline Repair
APPLICATION NO:

PERIOD TO:

P.O. NUMBER:

PROJECT MANAGER:

PAGE 1 OF
02 10/31/2020
DCI JOB NO: 20/142
INVOICE#:

CONTRACT DATE:
2 PAGES
Distribution to:
x OWNER

CONTRACTOR
The undersigned Contractor certifies that to the best of the Contractor's knowledge, in for• mation and belief the Work covered by this Application for Payment has been completed in accordanc e with the Contract Documents. that all amounts have been paid by the Contractor for Work for which previous Certificates for Paym ent were issued and payments received from the Owner. and that current payment shown herein is now due.

CONTRACTOR:
/dpd<v'.Y~ Date: 12,ft/4-v
-

ARCHITECT'S CERTIFICATE FOR PAYMENT
In accordance with the Contract Docume nts, based on on-s ite observations and the data comprising this application, the Architect certifies to the Owner that to the best of the Architect's knowledge, information and belief the Work has provessed as indicated. the quality of the Work is in accordance with the Contract Documents, and the Contrac tor Is entitled to payment of the AMOUNT CERTIFIED.

AMOUNT CERTIFIED .......... _ .... - .................................. $ (Attach explanation if amount certified differs from the amount applied for. Initial all figures on this Application and on the Continuation Sheet that are changed to conform to the amount certifled.)
ARCHITECT:

By: Date:

This Certificate is not negotiable. The AMOUNT CERTIFIED is paya ble only to the Con tractor named herein. Issuance, payment and acceptance of payment are without prejudice to any rights of the Owner or Contractor under this Contract.

SITE:

JOB#:

DATE:

BILLING:

ITEM
NO ··-·
1 2
3 4
5 Levi's Stadium
20/142
10/31/2020
02 ITEM OF

DIRECT COST
General Conditions
Concrete Work
Electrical
Landscape
Site Utilities
SUBTOTAL:

Overhead & Profit
General Liability Insurance
Performance Bond
Architectural & Engineering
Permits & Fees
Contingency
TOTAL:

SCHEDULED
VALUE
62,448
23,125
0 19,82S
208,800
0 314,198
40,000
1,578
2,249
5,000
0 15,710
378,735
CHANGE
ORDERS
0 0
2,723
(19,825)
(146 ,100)
(163,202)
0 0
0 0
10,681
(15,71 0)
(168,2311

REVISED

SCHEDULED
VALUE
62,448
23,125
2,723
0 62,700
150,996
40,000
1,578
2,249
5,000
10,681
0 210,504

APPLICATIONS
14,800.00
23,125.00

0.00 0.00
62,700.00
100,625.00
12,810.39

0.00 2,23 1.00

0.00 4,081 .68

0.00 119,748.07

WORK IN
PLACE
47,648 .00

0.00 2,723 .00

0.00 0.00
50,371.00
27,189 .61
1,578.00

18.00 5,000 .00
6,599.32

0.00 90,755.93
TOTAL

COMPLETED

TO DATE
$
62,448.00
23,125.00
2,723.00

0.00 62,700.00
150,996.00
40,000.00
1,578.00
2249.00
5,000.00
10,681.00

0.00 210,504.00
% . -
100%
100%
100%
0%
100%
1000/o
100%
100%
100%
100%
100%
0%
1000/o

BALANCE

TO FINISH

0.00 0.00

0.00 o.oo

0.00 0.00

0.00 0.00
0,00

RETAINAGE
6,244.80
2,312.50
272.30

0.00 6,270 .00
15,099.60
4,000.00

0.00 0.00

0.00 19099.60

JOB EXTRA LOG
1 2 3 4 5
1 General Conditions
2 Concre.te Work
3 Electri cal 2,723
4 Landscape (19,82S)
5 Site Utilities (146,100)
SUBTOTAL (163,202) 0 0 0
Overhead & Profit
General Liability Insurance
Perfor mance Bond
Arch itectural & Engineer ing
Permits & Fees 10,68 1
Contingency (15,7 10)
Totals (168,231 ) 0 0 0
6 7 8
0 0 0 0
0 0 0 0
PAGE 3 OF 3 PAGES
APPUCATlON NUMBER: 02
9 0
0 PERIOD TO: 10/31/2020
PROJECT NO.: 20/1 42
10 Subtotal
.. 0
= 0
= 2,723
= (19,8 25)
= (146, 100)
0 = (163,202)
= 0
= 0
= 0
= 0
= 10,68 1
= (15,710)
0 ( 168,231)

CONDITIONAL WAIVER AND RELEASE

UPON PROGRESS PAYMENT
california Civil Code Sect ion 8136
NOTICE: THIS DOCUMENT WAIVES THE CLAIMANT'S LIEN, STOP PAYMENT NOTICE, AND PAYMENT BOND RIGHTS EFFECTIVE ON RECEIPT OF PAYMENT. A PERSON SHOULD

NOT RELY ON THIS DOCUMENT UNLESS SATISFIED THAT THE CLAIMANT HAS RECEIVED PAYMENT.

Identifying Information:

Name of Claimant: Devcon Construction, Inc.

Name of Customer : Forty Niners Stadium Management Co., LLC Job Location: Waterline Repair
Owner: Forty Nlners Stadium Management Co., LLC
Through Date: 10/31/2020
Conditional Waiver and Release:

This document waives and releases lien, stop payment notice and payment bond rights the claimant has for labor and service provided, and equipment and material delivered, to the customer on this job through the Through Date of this document. Rights based upon labor or service provided, or equipment or materials deliverd, pursuant to a written change order that has been fully executed by the parties prior to the date that this document is signed by the claimant, are waived and released by this document, unless listed as an Exception below. This document is effective only on the claimant 's receipt of payment from the financial institution on which the following check is drawn:

Maker of Check: Forty Niners Stadium Management Co., LLC Amount of Check: 82 999.87
Check Payable to: Devcon Construction, Inc.

Exceptions:

This document does not affect any of the following:
1 Retentions
Signature:
2 Extras for which the claimant has not received payment. 3 The following progress payments for which the claimant has previously given a conditional waiver and release but has not received payment:

Date(s) of waiver and release:

Amount(s) of unpaid progress payment(s):
4 Contract rights, including (A) a right based on rescission, abandonment, or breach of contract; and (B) the right to recover compensation for work not compensated by the payment .

Claimant's Signature:
7 Claimant's Title: Regina Contreras, Accounts Receivable Date of Signature : 12/1/2020
2012 Lit Lib - 4567

DEVCON CONSTRUCTION INC
690 GIBRALTAR DRIVE
MILPITAS, CA 95035
• eve,
1 eve,
TO: Forty Niners Stadium Management Co., LLC
4900 Marie P. Debartolo Way
Santa Clara, CA 95054
• eve A
IEV~
PROJECT : Levi's Stadium
Waterline Repair

DESCRIPTION
TO Bill YOU FOR:

TOTAL RETENTION TO DATE

AMOUNT NOW DUE

DEVCON CONSTRUCTION INC
INVOICE *****
DATE : 10/31/2020
JOB #: 20/142
BILLING #: 03
INVOICE#: 831172
AMOUNT
19,099.60
19,099.60
APPLICATION AND CERTIFICATE FOR PAY~ENT
TO OWNER: Forty Niners Stadium Mana~em ent Co .• UC
4900 Marie P. Debartolo Way
Santa Clara, CA 95054-
FROM CONTRACTOR: VlA ARCHITECT:

CONTRACT FOR:

CONTRACTOR'S APPLICATION FOR PAYMENT
Application Is made for payment, as shown below, in connection with the Contract.

Continuation Sheet, is attached.
1 ORIGINAL CONTRACT SUM .•.• ".·""·"··· ......... _ .•.• __ .. , $ 2 Net change by Job Extra's.""""·····-·-····-··--····--$ 3 CONTRACT SUM TO DATE (LINE 1 +/• 2) ...... •-•·•-· $
4 TOT AL COMPLETED & STORED TO DATEm•--........... $
(Column Hon attached sheet)
5 RETAINAGE:
a. _.!£..%of Complete Worl $
(Columns F + G on attached sheet)
b. % of Stored Matcria $
(Column on attached sheet)
Total Rctainai:e (Line Sa + Sb or
Total in Column of attached sheet) .... _. $
6 TOTAL EARNED LESS RETAINAGE.. .......... --......... , __ $ (Line 4 less Line S Total)
7 LESS PREVIOUS CERTIFICATES FOR PAYMENT
(Line 6 from prior Certlflcate).--··-· .. -·-- .. ,- ._ ·· $ 8 CURRENT PAYMENT DUE ......................... _., •.• _.. __ .$ 9 BALANCE TO l'lNlSH, INCLUDING RETAINAGE
(Line 3 less Line 6 1-.-- .. ,--... - ... ·--· $

CHANGE ORDER SUMMARY ADDITIONS DEDUCTIONS
Total chane:es aooroved In
· orev ious months bv Owner 0
Total annroved thls Month 0
TOTAL 0
NET CHANGES b v Chan~e Order (168 2311

0.00 0.00

0.00 PROJECT:
378.735.00
(168J 31.00)
210~04.00
--1ill.504.00

0.00 210.504.00
191,4~tMO
~099.60
I
0 168.231
168231
Levi's Sladlu .m
Waterline Repair
APPLICATION NO:

PERIOD TO:

P.O. NUMBER:

PROJECT MANAGER:

P_J\GE 1 OF
03 10/31/2020
DCI JOB NO: 20/142
INVOICE#:

CONTRACT DATE:
2 PAGES
Distribution to:
x OWNER

CONTRACTOR
The undersigned Contractor certifies that to the best of the Contractor's knowledge, infor mation and belief the Work covered by this Application for Payment has been comp leted In accordance wlth the Contract Documents, that all amounts have been paid by the Contractor for Work for which previous Certificates for Payment were issued and payments received from the Owner, and that current payment shown herein is now due.

CONTRACTOR:

By: ~ ~ Date :
/ Af/4;
ARCHITECT'S CF.RTIFICA TE FOR PAYMENT
In accordance with the Contract Documents, based on on-site observations and the data comprising this applica tion. the Architect certifies to the Owner that to the best of the Architect•s knowl edge, informati on and belief the Work has progressed as indicated. the quality of the Work is in accordance with the Contract Documents , and the Contractor is enti tled to payment of the AMOUNT CERTIFIED.

AMOUNT CERTIFIED--·····""" -·---•· ....... ___ . .$
[Attach explanation if amount certified differs from the amount applied for. Initial all figures on this Application and on the Continuation Sheet that are changed to conform to the amount certified.)
ARCHITECT:
~ ~~
This Certificate is not negotiable. The AMOUNT CERTIFIED is payable only to the Con tractor named herein . Issuance . payment and accepta nce of payment are without prejudice to any rights of the Owner or Contractor under this Contract SITE:

JOB#:

DATE:

BILLING:

ITEM
NO.
1 2
3 4
s
Levi's Stadium
20/142
10/31/2020
03 ITEM OF

DIRECT COST
General Conditions
Concrete Work
Electrical
Landscape
Site Utilities
SUBTOTAL:

Overhead & Profit
General LJability Insurance
Performance Bond
Architectural & Engineerin g
Permits & Fees
Contingency
TOTAL:

SCHEDULED
VALUE
62,448
23,125
0 19,825
208,800
0 314,198
40,000
1,578
2,249
5,000
0 15,710
378,735
CHANGE
ORDERS
0 0
2,723
(19,825)
(146,100)
(163,202)
0 0
0 0
10,681
(15,710)
(168 2311

REVISED

SCHEDULED
VALUE
62,448
23,125
2,723
0 62,700
150,996
40,000
1,578
2,249
5,000
10,681
0 210,504

APPLICATIONS
62,448.00
23,125 .00
2,723.00

0.00 62,700.00
150,996.00
40,000.00
1,578.00
2,249.00
5,000.00
10,681 .00

0.00 210 504.00

WORK IN
PLACE

0.00 0.00

0.00 TOTAL

COMPLETED

TO DATE
$
62,448.00
23,125.00
2,723.00

0.00 62,700.00
150,996.00
40,000.00
1,578.00
2,249.00
5,000.00
10,681.00

0.00 210504 .00
%
100%
100%
100%
0%
100%
1000/o
100%
100%
100%
100%
100%
0%
100%

BALANCE

TOFINISH

0.00 0.00

0.00 o.oo

0.00 0.00

0.00 RETAINAGE
6,244.80
2,312.50
272.30

0.00 6,270.00
15,099.60
4,000.00

0.00 0.00

0.00 19,099.60

JOB EXTRA LOG
1 2 3 4 5
1 General Conditions
2 Concrete Work
3 Electrical 2,723
4 Landscape (19,825)
5 Site Utilities ( 146,100 )
SUBTOTAL (163,202) 0 0 0
Overhe ad & Profit
General Liability Insurance
Performance Bond
ArchiteL-tural & Engineering
Permits & Fees 10,681
Contingency {15,710)
Totals (168 2311 0 0 0
6 7 8
0 0 0 0
0 0 0 0
PAGE 3 OF 3 PAGES
APPLICATION NUMBER: 03
9 0
0 PERIOD TO: 10/31/2020
PROJECT NO.: 20/1 42
10 Subtotal
= 0
= 0
= 2,723
= (19,825)
= {146,100)
0 C (163,202)
= 0
= 0
= 0
= 0
= 10,681
= (15,710)
0 (168 2311

CONDITIONAL WAIVER AND RELEASE

NOT RELY ON THIS DOCUMENT UNLESS SATISFIED THAT THE CLAIMANT HAS RECEIVED PAYMENT.

Identifying Information:

Name of Claimant: Devcon Construction, Inc.

Name of Customer: Forty Niners Stadium Management Co., LLC Job Location: Waterline Repair
Owner: Forty Niners Stadium Management Co., LLC
Through Date: 10/31/2020
Conditional Waiver and Release:

This document waives and releases lien, stop payment notice and payment bond rights the claimant has for labor and serv ice provided, and equipment and material delivered, to the customer on this job through the Through Date of this document. Rights based upon labor or service provided, or equipment or mater ials deliverd, pursuant to a written change order that has been fully executed by the parties prior to the date that this document is signed by the claimant, are waived and released by this document, unless listed as an Exception below. This document is effective only on the claimant's receipt of payment from the financial institution on which the following check Is drawn :

Maker of Check: Forty Niners Stadium Management Co., LLC Amount of Check: 19 099.60
Check Payable to: Devcon Construction, Inc.

Exceptions:

This document does not affect any of the following:
1 Retentions
Signature:
2 Extras for which the claimant has not received payment. 3 The following progress payments for which the claimant has previously given a condit ional waiver and release but has not received payment:

Date(s) of waiver and release:

Amount(s) of unpaid progress payment(s):
4 Contract rights, including (A) a right based on rescission, abandonment, or breach of contract; and (B) the right to recover compensation for work not compensated by the payment.

Claimant's Signature:

I
Claimant's Title: Regina Contreras, Accounts Receivable Date of Signature: 12/1/2020
2012 Lit Lib - 4567
Prime Contract Change Order
Detailed, Group by Revenue Codes-DEV022

Levi's Stadium - Waterline Repair Devcon ConstructionProject # 20-142 4900 Marie P. DeBartolo Way
Santa Clara, CA 95054
Tel: Fax:

Date:
10/28/2020
To Contractor: Architect's Project No:

Devcon Construction Contract Date: 8/22/2020
690 Gibraltar Drive
Milpitas, CA 95035
Contract Number: 001
Change Order Number: 001
The Contract is hereby revised by the following items:

PCCO 01
Rev Code Description Current Revised Total
01 10 00
General Conditions $0 $62,448 $62,448
03 10 00 Concrete Work $0 $23,125 $23,125
26 00 00 Electrical $2,723 $0 $2,723
32 80 00 Landscape & Engineering ($19,825)$19,825 $0
33 00 01 Site Utilities ($146,100)$208,800 $62,700
60 00 10 Architecture & Engineering $0 $5,000 $5,000
60 00 90 Structural Engineering $0 $0 $0
90 00 10 Contractor Contingency ($15,710)$15,710 $0
90 00 30 Contractor Fee $0 $40,000 $40,000
90 00 50 Permits & Fees $10,681 $0 $10,681
90 00 60 General Liability $0 $1,578 $1,578
90 00 80 Bond $0 $2,249 $2,249
$210,504 Totals: ($168,231)$378,735
$378,735 The original Contract Value was......................................................................................................................................... $0 Sum of changes by prior Prime Contract Change Orders................................................................................................... $378,735 The Contract Value prior to this Prime Contract Change Order was.................................................................................. ($168,231)The Contract Value will be changed by this Prime Contract Change Order in the amount of............................................ $210,504 The new Contract Value including this Prime Contract Change Order will be.................................................................... . .
0 DaysThe Contract duration will be changed by...........................................................................................................................

The revised Substantial Completion date as of this Prime Contract Change Order is........................................................

Devcon Construction Forty Niners Stadium Management Company, LLC

CONTRACTOR OWNER
690 Gibraltar Drive
Milpitas, CA 95035
4900 Marie P. DeBartolo Way
Santa Clara, CA 95054
Address Address
Joseph Crummett Jim MercurioBy By

SIGNATURE SIGNATURE
Prolog Manager Printed on: 11/11/2020
Devcon Construction 3 Page 1
DocuSign Envelope ID: 2EC3C6CB-F19D-4E2E-B365-25A4285B9229 C'E'V'~ DEVCON CONSTRUCTION

INCORPORATED
C'E'V'~ 690 Gibraltar Drive
~,r r"'T\.. I Milpitas, CA 95035
~
Phone: (408) 942-8200
CEJA Fax: (408) 262-2342
LIC. #399163
A40A28C435O44E3 ...

I
Prime Contract Change Order

Detailed, Group by Revenue Codes-DEV022
8/22/2020Contract Date:Project # 20-142Levi's Stadium - Waterline Repair Change Order Number: 001
Contract Number: 0014900 Marie P. DeBartolo Way
Santa Clara, CA 95054

DATE DATE
Prolog Manager Printed on: 11/11/2020 Devcon Construction 3 Page 2 DocuSign Envelope ID: 2EC3C6CB-F19D-4E2E-B365-25A4285B9229 11/13/2020 11/13/2020
CEV~ ~'1,"J',?,/h~~JRUCTION
CEV~ 690Gibraltar0rlve
~ ,,P""'l\.1 Milpitas, CA95035
~~~ Phone: (408J942-8200
CEVc....&..1~ rftJ1ii~:32•2342
PCCO - Summary
Detailed, Group by Each Number-DEV021.1

Levi's Stadium - Waterline Repair Devcon ConstructionProject # 20-142 4900 Marie P. DeBartolo Way
Santa Clara, CA 95054
Tel: Fax:

Date:
10/28/2020
To Contractor: Architect's Project No:

Devcon Construction Contract Date: 8/22/2020
690 Gibraltar Drive
Milpitas, CA 95035
Contract Number: 001
Change Order Number: 001
The Contract is hereby revised by the following items:

PCCO 01
Description AmountCOR
Plan Check Fees $0 001
Electrical Standby For Slab Demo $0 002
Savings Return ($168,231)003
$378,735
The original Contract Value was.......................................................................................................................................... $0 Sum of changes by prior Prime Contract Change Orders................................................................................................... $378,735 The Contract Value prior to this Prime Contract Change Order was................................................................................... ($168,231)The Contract Value will be changed by this Prime Contract Change Order in the amount of............................................. $210,504 The new Contract Value including this Prime Contract Change Order will be.................................................................... . . .....
0 DaysThe Contract duration will be changed by...........................................................................................................................

The revised Substantial Completion date as of this Prime Contract Change Order is........................................................

Devcon Construction Forty Niners Stadium Management Company, LLC

CONTRACTOR OWNER
690 Gibraltar Drive
Milpitas, CA 95035
4900 Marie P. DeBartolo Way
Santa Clara, CA 95054
Address Address
Joseph Crummett Jim MercurioBy By

SIGNATURE SIGNATURE

DATE DATE
Prolog Manager Printed on: 11/11/2020
Devcon Construction 3 Page 1
DocuSign Envelope ID: 2EC3C6CB-F19D-4E2E-B365-25A4285B9229 11/13/2020 11/13/2020
C'E'V'~ DEVCON CONSTRUCTION

INCORPORATED
C'E'V'~ 690 Gibraltar Drive
~,r r"'T\.. I Milpitas, CA 95035
~
Phone: (408) 942-8200
CEJA Fax: (408) 262-2342
LIC. #399163
A40A28C435O44E3 ...

I
DocuSign Envelope ID: 2EC3C6CB-F190-4E2E-B365-25A4285B9229 C'E'J/'.ca\l DEVCON CONSTRUCTION

INCORPORATED
C'E'J/'.ca\l 690 Gibraltar Drive
r-s:::1/r ~ I Milpitas, CA 95035
~
Phone: (408) 942-8200
CEl,A Fax: (408) 262-2342
LIC. #399163
Li!vi's Stadium - Waterline Repair
4 900 Marie P. De Barto lo Way
Santa C lara, CA 950 54
Tel: Fax :

Contingency Log I
Budget Code Gtp by Rev Code and CSI 90 00 10
Project # 20-142 Devcon Construction
Rflenue CodeOemiption Status COR# ORIGX.U .ULOW.-\.XCE RElL-\1',l:.'\'G .ULOW.-\.XCES CH.-\.XGES .HIOCH
90 00 10 Contractor Conlin enc 15,710
Contractor Contingency 15,710
Contractor Contingency - Plan Check Fees Pending 001 (10,681) Contractor Contingency - Electrical Standby For Slab Demo Pending 002 (2,723) Contractor Contingency - Savings Return Pending 003 (2,306) Contractor Contingen cy total 15,710 (15,710) 0
Contractor Contingency total 15,710 (15,710) 0
Totals: 15,710 (15,710) 0
Prolog Mounger Prin ted 011: 11/10/2020 Devcon Constmc tion 3 Page I of I With PCO Breakdown, Group by Each Number DEV016a
Change Order Request Detailed

Levi's Stadium - Waterline Repair Devcon ConstructionProject # 20-142 4900 Marie P. DeBartolo Way
Santa Clara, CA 95054
Tel: Fax:

Change Order Request: 001 Date: 9/1/2020
Jim Mercurio Joseph CrummettTo: From:

Devcon ConstructionForty Niners Stadium Management Company, LLC 690 Gibraltar Drive
Milpitas, CA 95035
4900 Marie P. DeBartolo Way
Santa Clara, CA 95054
Description Category Status
Plan Check Fees SubmittedOwner Change
Order
Reference Required By
Days Req Amt Req
0 $0.00
Notes
PCO No
Date Reference Days ReqAmt Prop Category Reason
001 9/1/2020 $0.00 0
Description Notes
Plan Check Fees
Item No
Item Description Amt Prop
001 $4,081.86 Permits and Fees, Other - Plan Check Fees for City of Santa Clara Permit BLD2020-59079 002 $6,598.90 Permits & Fees, Other - Permit Fees for City of Santa Clara Permit BLD2020-59079 003 ($10,680
76)Contractor Contingency
Plan Check Fees
$0.00 Total
Forty Niners Stadium Management Company, LLC

CONTRACTOR OWNER
Devcon Construction
4900 Marie P. DeBartolo Way
Santa Clara, CA 95054
690 Gibraltar Drive
Milpitas, CA 95035
Signature
Date Date
Signature
Joseph Crummett, Sr Project Manager Jim Mercurio, EVP and General Manager Prolog Manager Printed on: 11/11/2020 Devcon Construction 3 Page 1 DocuSign Envelope ID: 2EC3C6CB-F19D-4E2E-B365-25A4285B9229 11/13/2020
11/13/2020
C'E'V'~ DEVCON CONSTRUCTION

INCORPORATED
C'E'V'~ 690 Gibraltar Drive
~,r r"'T\.. I Milpitas, CA 95035
~
Phone: (408) 942-8200
CEJA Fax: (408) 262-2342
LIC. #399163
I
City of Santa Clara
Building Inspection Offices
Phone: (408) 615-2420
FAX: (408) 241-3823
Receipt
Date: 08/26/2020
Order #: 5117
Devcon
Sylvester Ramirez
690 Gibraltar Dr
Milpitas, CA 95035
Phone: 408-519-8375
Type App / Permit # Address
Application BLD2020-59079 4900 MARIE P DEBARTOLO WAY
Bldg Plan Review Value Based $3,948.61
Tech Fee - PC BDIV $133.07
Total Amount Paid for this Item: $4,081.68
Total Amount Paid for this Order: $4,081.68
DocuSign Envelope ID: 2EC3C6CB-F19D-4E2E-B365-25A4285B9229 DocuSign Envelope ID: 2EC3C6CB-F190-4E2E-B365-25A4285B9229 Genera l Receipts

PERMI TS - PERMIT DEPOS I TS
Pe rmitNmb r : BLD2020 - S9 07 9
Last Name: BRET SISNEY
Add z:ess : N
Ci ty/ St: N, N
Zi p : N
Count r y : N
Amt:

GL : l 00 1 - 55 33- 52500 -

BUILD I NG PERMIT
l @ € ,S 98 . 90
- 3 136
$ 4922.5 8
GL: 1 0 01 - 55 32- 5780 0

PERMI T I SSUANCE
$ 8 6 . 00
GL: 1 07 1-

SEI SMI C FEE
- 23767 - - 3 14€ - 202 42
$ 87 . 98
C L : l 07 1 - - 237 67 - - 3 1 3 8 - 2 0 2 4 3
BUILDING STANDA..CWS
$ 13 . 00
GL: l 00 1- 55 33- 52700 -

PLUMBING PERMIT
$ 2 17.00
- 3 144
GL: l 00 1 - 66 33- 52 6 00 - - 3 170
BUI LDING PERMIT - ADVANCE:D PLANNI NG FEB
$ 1099 . 14
GL: l 00 1- 3€11-5€ €1 0

TECHNOLOGY FEE - PERMI T BDI V
$ 1 73 . 20
Sub Total: € ,59 8 . 90
Tot : 6,598 . 90
Srce : P h one
J ob Addr e ss : 4900 MA..~I S D~BA..qTO
De sc: P2ru!II FEES
<1272 / Sl #13 - 1>
2028 05 1- l 06Oct20 03: 0 7 PH
•·0013 ,..
l I TIMS : AMT DUE $ 6, 698 . 9 0
Card# :

Auth i : 411 620 Acti on : Sa l e
Tr o ut D: 3 141 298422
6 ,5 98 .9 0 Mstr Card
€ ,5 98 . 90
With PCO Breakdown, Group by Each Number DEV016a
Change Order Request Detailed

Levi's Stadium - Waterline Repair Devcon ConstructionProject # 20-142 4900 Marie P. DeBartolo Way
Santa Clara, CA 95054
Tel: Fax:

Change Order Request: 002 Date: 10/28/2020
Jim Mercurio Joseph CrummettTo: From:

Devcon ConstructionForty Niners Stadium Management Company, LLC 690 Gibraltar Drive
Milpitas, CA 95035
4900 Marie P. DeBartolo Way
Santa Clara, CA 95054
Description Category Status
Electrical Standby For Slab Demo SubmittedContingency
Reference Required By Days Req Amt Req
0 $0.00
Notes
PCO No Date
Reference Days ReqAmt Prop Category Reason
002 10/28/2020 $0.00 0
Description Notes
Electrical Standby For Slab Demo
Item No Item Description Amt Prop
001 $2,723.00 Electrical - Electrical Standby For Slab Demo 002 ($2,723.00)Contractor Contingency - Electrical Standby For Slab Demo $0.00 Total
Forty Niners Stadium Management Company, LLC

INCORPORATED
C'E'V'~ 690 Gibraltar Drive
~,r r"'T\.. I Milpitas, CA 95035
~
Phone: (408) 942-8200
CEJA Fax: (408) 262-2342
LIC. #399163
I
DocuSign Envelope ID: 2EC3C6CB-F190-4E2E-B365-25A4285B9229

CUPERTINO
ELECTRIC INC.

June 26, 2020
Devcon Constru ction Inc.
690 Gibralta r Drive
Milpitas, CA 95035
Attn : Joseph Crummett
Re: Levi's Stadium - Quad D Water Line Repair
Electrical Proposa l
Devcon Job# 20-142
Dear Joseph
Phone: (408) 964-5642
Via E-Mail: jcrummett@devcon -const.com
CEI Contracto rs License# 174637
We are pleased to subm it for you r conside ration our electr ical quotation for the above referenced project. Our proposa l is based on the scope of work a nd clarificat ions listed be low.

Base Bid .... ..... ..... ..... ..... ..... ..... ..... ..... ..... ..... ..... ..... ..... ..... ..... ..... ..... ..... .... .... . $2,723.00 Scope of Work

1. Electrician on standby for poss ible e lectrical condu it and wire repa ir wor k for 8 ho urs overtime start ing 8:00 PM, 8/26/20 20.

2. MOP will be prepa red and subm itted for e lectr ical shutdow n.

We appreciate t his opport unity to prese nt our proposal a nd you r consideratio n of Cuperti no Electr ic. Please contact us if you have any quest ions.

Sincerely,
CUPERTINO ELECTRIC, INC.
~~
Geoffrey Nocon
Project Manager
geoffre y n oco [email protected]
408.771.6747
With PCO Breakdown, Group by Each Number DEV016a
Change Order Request Detailed

Levi's Stadium - Waterline Repair Devcon ConstructionProject # 20-142 4900 Marie P. DeBartolo Way
Santa Clara, CA 95054
Tel: Fax:

Change Order Request: 003 Date: 10/28/2020
Jim Mercurio Joseph CrummettTo: From:

Devcon ConstructionForty Niners Stadium Management Company, LLC 690 Gibraltar Drive
Milpitas, CA 95035
4900 Marie P. DeBartolo Way
Santa Clara, CA 95054
Description Category Status
Savings Return PendingOwner Change
Order
Reference Required By
Days Req Amt Req
0 ($168,231.00)
Notes
PCO No
Date Reference Days ReqAmt Prop Category Reason
003 10/28/2020 ($168,231.00) 0
Description Notes
Savings Return
Item No
Item Description Amt Prop
001 ($19,825.00)Landscape & Irrigation - Savings Return 002 ($146,100.00)Site Utilities, Subcontractor - Savings Return 003 ($2,306
00)Contractor Contingency
avings Return
($168,231.00)Total
Forty Niners Stadium Management Company, LLC

INCORPORATED
C'E'V'~ 690 Gibraltar Drive
~,r r"'T\.. I Milpitas, CA 95035
~
Phone: (408) 942-8200
CEJA Fax: (408) 262-2342
LIC. #399163
I
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-486 Agenda Date: 5/10/2022

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Report from the Stadium Authority for Action on the Stadium Manager’s Request for Reimbursement for Costs Related to Emergency Recycled Water Line Repairs and Approve Related Budget Amendment

BOARD PILLAR
Ensure Compliance with Measure J and Manage Levi’s Stadium

BACKGROUND
On April 30, 2020, the Stadium Manager notified the Stadium Authority that a main 4-inch recycled water line ruptured underground beneath the concrete structural slab inside Levi’s Stadium. The damage resulted in the failure of the irrigation system that provided water to the field and immediate repair work was required to prevent damage to the field. As the Tenant of Levi’s Stadium, Forty Niners SC Stadium Company LLC (StadCo) claimed the project as an emergency capital repair under Section 11.2.3 of the Stadium Lease Agreement. The Section reads as follows:

11.2.3 Tenant's Right to Perform. Notwithstanding the foregoing provisions of this Paragraph 11.2, Tenant shall have the right, at its option, upon at least seventy-two (72) hours prior notice to Landlord (except in the event of an Emergency, in which event only such notice as is reasonably practicable shall be required), perform on Landlord's behalf any or all of the Landlord Work to the extent the cost of such Landlord Work would constitute a Shared Stadium Expense or be funded from the Stadium Capital Expenditure Reserve, in which event Tenant shall be entitled to a credit against Tenant's Proportionate Share of Shared Stadium Expenses for such Lease Year equal to the applicable Stadium Authority's Proportionate Share of (a) the amount of the costs and expenses incurred by Tenant during such Lease Year in the performance of the Landlord Work ("Tenant's Landlord Work Costs"), less (b) the portion, if any, of Tenant's Landlord Work Costs that are reimbursed by the Stadium Authority to Tenant directly or are otherwise funded from the Stadium Capital Expenditure Reserve or Operating Expense Reserve. In the event that the amount of such available credit in any Lease Year exceeds Tenant's Proportionate Share of Shared Stadium Expenses for such Lease Year, Tenant shall be entitled to a credit against Tenant's Proportionate Share of Shared Stadium Expenses for the next succeeding Lease Years until such credit is exhausted. Any Landlord Work undertaken by Tenant pursuant to this Paragraph 11.2.3 shall be performed in accordance with Design Plans approved by Landlord pursuant to the approval requirements of Paragraph 11.1.1(a) and Paragraph 11.1.1(b) above.

As the Lease provision allows the Tenant to procure a contractor for such emergency repairs, the procurement was exempt from the Stadium Authority Procurement Policy requirement for Board approval of Stadium Authority agreements.

City of Santa Clara Printed on 5/3/2022Page 1 of 3
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22-486 Agenda Date: 5/10/2022
While the project was initiated by the Tenant, the reimbursement of costs is a Stadium Authority responsibility and the Stadium Authority is obligated to ensure the rendered services comply with State and local laws. This is consistent with the Stadium Authority Board’s March 27, 2019 direction to stop payment of any additional invoices for services unless there is substantial documentation of services rendered which must also be in compliance with State law and City Code. As such, the Stadium Authority requested the following information and documentation to ensure that the contracting process that StadCo implemented was in accordance with applicable laws and regulations and the costs would be payable in accordance with the Stadium Lease Agreement prior to authorizing the contractor to pull the required permits for the repairs as the property owner: costs of the project provided by the contractor, copies of all contracts used to implement the repairs, and copies of all invoices. StadCo submitted these documents on September 11, 2020 and, at the Stadium Authority’s request, also later provided a copy of the payment bond. The documents were reviewed and determined sufficient.

On December 22, 2020, StadCo invoiced the Stadium Authority $217,004 for the total cost of the repairs. The Stadium Authority subsequently requested certified payroll records as additional supporting documentation, which StadCo submitted on January 21, 2021. To facilitate the review of the certified payroll records, on February 9, 2021, the Board approved an agreement with Contractor Compliance and Monitoring, Inc. (CCMI) for labor compliance consulting services, which was later extended to March 31, 2025. CCMI’s agreement’s scope of work includes labor compliance work efforts, including but not limited to, providing advice on prevailing wage projects and issues, verifying contractors’ eligibility to work, licenses, and other labor compliance requirements, certified payroll review, and responding to any inconsistencies on the part of contractors.

Since March 2021, CCMI has been working with the Stadium Manager, which managed the project on behalf of StadCo, to collect the necessary documents to determine whether proper prevailing wages were paid by the contractor, Devcon Construction, and its subcontractors.

DISCUSSION
On March 11, 2022, the Stadium Manager submitted the last of the remaining supporting prevailing wage documentation received from the subcontractors that worked on the project. There remains one outstanding issue for the project related to incomplete apprentice forms. Devcon Construction’s subcontractor, JJ Albanese, did not file the required DAS 140 Form - Notification of Contract Award Form to Register to Train Apprentices for the Laborer and Cement Mason job classifications and DAS 142 Form - Request for Dispatch of an Apprentice for the Cement Mason job classification at the time of the work in October 2020. There are no exemptions to these forms and the subcontractor cannot back date and submit these forms to be compliant. However, it is staff’s understanding that due to the passage of time, both the Stadium Authority and Stadium Manager no longer bear any risk due to the subcontractor’s failure to complete the required forms at the time of work. Through written communication with the Stadium Manager, JJ Albanese responded that the incomplete forms were a one-off inadvertent internal error and said they have reinforced the importance of accurate job file set up with all their teams.

CCMI determined that all other prevailing wage documents for the contractor and subcontractors were sufficient. As such, staff recommends approval of the Stadium Manager’s request for reimbursement in the amount of $217,004 for the recycled water line repairs and a budget amendment to add the project in the Stadium Authority Fiscal Year (FY) 2022/23 CapEx Budget.

City of Santa Clara Printed on 5/3/2022Page 2 of 3
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22-486 Agenda Date: 5/10/2022

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 any commitment to any specific project which may result in a potential significant impact on the environment. In addition, the action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15301 “Existing Facilities” as the activity consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities mechanical equipment or topographical features involving negligible or no expansion of use beyond that existing at the time of the City’s determination.

FISCAL IMPACT
According to Section 11.2.3 of the Stadium Lease Agreement, the project must be funded by the Stadium Capital Expenditure Reserve. This Emergency Recycled Water Line Repair Project is not part of the Stadium Authority FY 2022/23 CapEx Budget, and the Board will need to approve a $217,004 budget amendment to add the project. These funds will be offset by a decrease in the Stadium Authority Capital Expense Reserve. This budget amendment will cover the reimbursement costs in the amount of $217,004 that is being requested by the Stadium Manager.

The table below summarizes the budget amendment as discussed above:

CapEx Project Amended
Budget
Increase/
(Decrease)
Amended
Budget
Emergency Capital Repair Project $0 $217,004 $217,004
Capital Expense Reserve $3,640,294 ($217,004) $3,423,290

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

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

RECOMMENDATION

1. Approve a budget amendment to include the Emergency Recycled Water Line Repair Project in the Stadium Authority FY 2022/23 CapEx Budget in the amount of $217,004 from the Stadium Authority Capital Expense Reserve; and

2. Approve the Stadium Manager’s request for reimbursement of costs, in the amount of $217,004, for the recycled water line repairs that were completed in 2020.

Prepared by: Christine Jung, Assistant to the Executive Director Approved by: Rajeev Batra, Executive Director
City of Santa Clara Printed on 5/3/2022Page 3 of 3
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-624 Agenda Date: 5/10/2022

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Request from the Stadium Manager to Utilize Cooperative Agreements to Leverage Discounted Pricing through Amazon.com LLC and B&H Foto and Electronics dba B&H and Award Purchase Orders to Advance Stores Company, Inc., AutoZone Parts, Inc, CDW Government LLC, Cintas Corporation, Fastenal Company, Grainger Industrial Supply, Home Depot U.S.A., Inc, and Midwest Motor Supply Company dba Kimball Midwest for Operational Needs at Levi's Stadium

BOARD PILLAR
Ensure Compliance with Measure J and Manage Levi’s Stadium

DISCUSSION
On April 25, 2022, the Stadium Manager submitted the attached “Recommendation to Utilize Multiple Cooperative Agreements for Operational Needs at Levi’s Stadium” memorandum to request approval from the Stadium Authority Board to utilize cooperative agreements available through OMNIA Partners, Public Sector for the following:

1. Advance Stores Company, Inc. (Advance Stores) : Award a blanket purchase order to Advance Stores to procure automotive parts, accessories and related supplies for general replacement associated with preventative and corrective maintenance from May 1, 2022 through March 31, 2023 in an amount not to exceed $25,000. These costs are classified in the Stadium Authority Fiscal Year (FY) 2022/23 Shared Stadium Manager Expenses as Non- Compensation Expenses for the Engineering Department and Groundskeeping Department.

These expenses are under Legal Contingency in the FY 2022/23 Budget.

2. Amazon.com LLC (Amazon) : Utilize Amazon’s online marketplace to procure supplies, equipment and goods from categories like office supplies and equipment, promotional items, information technology products, MRO supplies including facility, janitorial and sanitation, restaurant and breakroom supplies from May 1, 2022 through March 31, 2023 in an amount not to exceed $250,000. The Stadium Manager shared in its memo that items can only be purchased with a credit card from Amazon’s online marketplace. These costs are classified in the Stadium Authority FY 2022/23 Shared Stadium Manager Expenses as Non-Compensation Expenses across all departments. These expenses are under Legal Contingency in the FY 2022/23 Budget.

3. AutoZone Parts, Inc. (AutoZone) : Award a purchase order to AutoZone to procure automotive parts and related supplies to be used for general replacement associated with preventative and corrective maintenance from May 1, 2022 through March 31, 2023 in an amount not to exceed $10,000. These costs are classified in the Stadium Authority FY 2022/23 City of Santa Clara Printed on 5/5/2022Page 1 of 3
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22-624 Agenda Date: 5/10/2022
Shared Stadium Manager Expenses as Non-Compensation Expenses for the Engineering Department and Stadium Operations Department. These expenses are under Legal Contingency in the FY 2022/23 Budget.

4. B&H Foto and Electronics dba B&H : Utilize B&H’s online marketplace to procure audio visual products and accessories from May 1, 2022 through March 31, 2023 in an amount not to exceed $50,000. The Stadium Manager shared in its memo that items can only be purchased with a credit card from B&H’s online marketplace. These costs are classified in the Stadium Authority FY 2022/23 Shared Stadium Manager Expenses as Non-Compensation Expenses for the Stadium Operations Department. These expenses are under Legal Contingency in the FY 2022/23 Budget.

5. CDW Government LLC : Award a purchase order to CDW Government LLC for information technology solutions related to hardware, software, computer equipment, peripherals and accessories from May 1, 2022 through February 28, 2023 in an amount not to exceed $100,000. These costs are classified in the Stadium Authority FY 2022/23 Shared Stadium Manager Expenses as Non-Compensation Expenses across all departments. These expenses are under Legal Contingency in the FY 2022/23 Budget.

6. Cintas Corporation : Award a purchase order to Cintas Corporation to purchase uniforms, brand name apparel, safety footwear, promotional products, facility products, and first aid and supplies from May 1, 2022 through March 31, 2023 in an amount not to exceed $250,000.

These costs are classified in the Stadium Authority FY 2022/23 Shared Stadium Manager Expenses as Non-Compensation Expenses across all departments. These expenses are under Legal Contingency in the FY 2022/23 Budget.

7. Fastenal Company : Award a purchase award to Fastenal Company for maintenance, repair and operating supplies (MRO supplies) such as appliances, air filters, HVAC, lighting, lamps, and outdoor equipment, industrial supplies and related products such as batteries, motors and accessories, hand tools, material handling, ballasts and accessories, and fasteners from May 1, 2022 through March 31, 2023 in an amount not to exceed $50,000. These costs are classified in the Stadium Authority FY 2022/23 Shared Stadium Manager Expenses as Non- Compensation Expenses for the Engineering Department. These expenses are under Legal Contingency in the FY 2022/23 Budget.

8. Grainger Industrial Supply : Award a purchase order to Grainger Industrial Supply for MRO supplies such as motors and power transmission, electrical supplies, lighting, tools, measuring tools and test instruments, machining and cutting tools, and material handling, storage and packaging, industrial supplies and related products to be used for general renewal and replacement associated with preventative and corrective maintenance such as electrical, fasteners, lighting, measuring tools, pipe and tube, and tools from May 1, 2022 through March 31, 2023 in an amount not to exceed $200,000. These costs are classified in the Stadium Authority FY 2022/23 Shared Stadium Manager Expenses as Non-Compensation Expenses across all departments. These expenses are under the Legal Contingency in the FY 2022/23 City of Santa Clara Printed on 5/5/2022Page 2 of 3
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22-624 Agenda Date: 5/10/2022
Budget.

9. Home Depot U.S.A., Inc. (Home Depot) : Award a purchase order to Home Depot for MRO supplies such as appliances, building materials, hardware, HVAC, kitchen and bath cabinets, janitorial supplies, and landscaping equipment and supplies, industrial supplies and related products to be used for general renewal and replacement associated with preventative and corrective maintenance such as lighting, flooring, plumbing, electrical, and tools and hardware from May 1, 2022 through March 31, 2023 in an amount not to exceed $50,000. These costs are classified in the Stadium Authority FY 2022/23 Shared Stadium Manager Expenses as Non-Compensation Expenses across all departments. These expenses are under Legal Contingency in the FY 2022/23 Budget.

10.Midwest Motor Supply Company dba Kimball Midwest: Award a purchase order to Kimball Midwest for MRO supplies, industrial supplies and related products and services to be used for general renewal and replacement associated with preventative and corrective maintenance such as fasteners, hoses and fittings, drill bits, electrical connectors and shop supplies from May 1, 2022 through March 31, 2023 in an amount not to exceed $50,000. These costs are classified in the Stadium Authority FY 2022/23 Shared Stadium Expense Budget as Non- Compensation Expenses for the Engineering Department. These expenses are under Legal Contingency in the FY 2022/23 Budget.

The Stadium Manager’s memorandum describes the cooperative agreements that are being utilized and the requested goods, materials, and equipment in greater detail. As noted above, Amazon and B&H do not allow for term agreements and those purchases will need to be procured online with a credit card. Shared Stadium Manager Expenses are split between the Stadium Authority and the Forty Niners SC Stadium Company LLC per the Management Agreement. The requests above are Shared Stadium Manager Expenses totaling a not to exceed amount of $1,035,000 for FY 2022/23.

ATTACHMENTS

1. Stadium Manager’s Recommendation to Utilize Cooperative Agreements

2. Advance Stores Purchase Order

3. AutoZone Purchase Order

4. CDW Government Purchase Order

5. Cintas Corporation Purchase Order

6. Fastenal Purchase Order

7. Grainger Purchase Order

8. Home Depot U.S.A. Purchase Order

9. Kimball Midwest Purchase Order
City of Santa Clara Printed on 5/5/2022Page 3 of 3
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1 Date: April 23, 2022

To: Jim Mercurio
Executive Vice President & General Manager

From: Jenti Vandertuig
Procurement Director

Subject: Recommendation to Utilize Multiple Cooperative Agreements for Operational Needs at Levi’s Stadium

Recommend Forty Niners Stadium Management Company LLC (Stadium Manager) utilize select cooperative agreements available through OMNIA Partners, Public Sector and establish agreements with the following suppliers to acquire goods and services for Levi’s Stadium:

1. Advance Stores Company, Inc. - $25,000

2. Amazon.com LLC - $250,000

3. AutoZone Parts, Inc. - $10,000

4. B&H foto and Electronics dba B&H - $50,000

5. CDW Government LLC - $100,000

6. Cintas Corporation - $250,000

7. Fastenal Company - $50,000

8. Grainger Industrial Supply - $200,000

9. Home Depot U.S.A., Inc. - $50,000

10. Midwest Motor Supply Company dba Kimball Midwest - $50,000

If these cooperative agreements are approved by the Santa Clara Stadium Authority (SCSA) Board, Stadium Manager will enter into agreements with vendors who accept local agreements as detailed in this memo and forward an executed copy.

Background on Cooperative Procurement
Over the past decade, the concept of leveraging the combined spend of multiple entities has become a contracting trend. Known as “cooperative procurement,” it combines the procurement requirements and purchasing power of several public agencies, into a larger solicitation that typically results in a more advantageous contract. The widely accepted practice called “piggybacking” occurs when a cooperative organization solicits on behalf of its members, with the resulting contract used by many agencies. The benefits can be tangible, including:

Savings in time—Since the solicitation process has already been conducted, agencies can quickly garner goods and services through an already established contract, rather than spending weeks and months to solicit their own contract(s). +608/325Ā,5914671Ā.+'Ā("&$*"**Ȁ%*,#Ȁ#(!%Ȁ& -!Ȁ(-%",#$(-*-)

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
2 Advantageous pricing and value—Cooperative contracts often produce lower prices by standardizing commodities and services and aggregating spend. Smaller entities benefit by leveraging volume discounts, and benefit from the purchasing power of a larger agency.

Subject matter expertise—Cooperative solicitations allow for the inclusion of subject matter experts across a wider base, as opposed to the limited knowledgeable resources available within a single contracting agency.

Packaged Services - As commodity purchasing has become more complicated, cooperative contracts are now combining value-added consulting or installation services to products, such as security camera and systems, HVAC and air quality equipment, etc.

Convenience—For customer departments, the ease of obtaining products has been streamlined.

Instead of the lengthy process of requesting quotes, bids, or proposals, customers select products and services from the catalog, as the cooperative contract is already in place and vetted by procurement.

Recognized by the American Bar Association, as outlined in its Model Procurement Code for State and Local Governments, the concept of cooperative procurement is a proven, accepted means for the procurement of goods, services and construction across the nation. As a result, a growing percentage of public procurement professionals rely on cooperative purchasing as a much-needed tool in public contracting. A recent white paper by Harvard University’s John F.

Kennedy School of Government touts the benefits of cooperative purchasing, concluding that “cooperative purchasing clearly can add value.”

There are a number of consortiums, non-profit and for profit organizations providing cooperative agreements. These organizations have specific requirements to be met to achieve member status. OMNIA Partners, Sourcewell, National Association of State Procurement Officials (NASPO) ValuePoint are a few of these organizations providing such cooperative agreements.

OMNIA Partners
OMNIA Partners is one of the largest organizations in procurement and supply chain management. OMNIA Partners, Public Sector is a purchasing organization for state and local government, K-12 education, colleges, universities, and other agencies. All contracts available through OMNIA have been competitively solicited and publicly awarded by a government entity serving as the lead agency while utilizing industry standard practices and processes.

Contracts offering a wide range of commodities such as business products and services, facilities maintenance, repair and operations, information technology, furniture, food, public safety, medical, and fleet are included in their portfolio of agreements to utilize. +608/325Ā,5914671Ā.+'Ā("&$*"**Ȁ%*,#Ȁ#(!%Ȁ& -!Ȁ(-%",#$(-*-)

3 Stadium Manager has been registered as a member of OMNIA Partners, Public Sector since October 22, 2019 with a participating agency number 5296559.

Recommendation
As a member of OMNIA Partners, Public Sector, Stadium Manager is able to utilize agreements without executing local agreements. However, Stadium Manager has opted to execute local agreements with eight of the ten vendors who will accept term blanket purchase orders.

Amazon.Com LLC and B&H are two vendors who will not execute local agreements but make their online marketplace available to all OMNIA Partners, Public Sector members. Stadium Manager recommends for following:

1. Advance Stores Company
Establish a one-year agreement with Advance Stores Company (Advance Stores) to procure automotive parts, accessories, and related supplies from May 1, 2022 through March 31, 2023 in an amount not to exceed $25,000.

The Advance Stores cooperative agreement 2017000280 contract period is from January 1, 2017 through December 31, 2023. City of Charlotte, NC, lead agency agreement including amendments, an executive summary and product list can be accessed online at:
https://www.omniapartners.com/publicsector/suppliers/advance-auto-parts/contract- documentation

Advance Stores provides a broad range of automotive parts and supplies across categories and departments. They can provide, but not limited to: batteries, headlights, oil, and filters for utility vehicles, golf carts, and miscellaneous shop equipment to name a few. The Stadium Manager will need the materials and equipment supplied by Advance Stores on an ongoing basis for general replacement associated with preventative and corrective maintenance. Advance Stores has a 24/7 online catalog and a local store nearby allowing for the option of in-store shopping or online purchase and pickup in-store.

The cost of purchases under this agreement is covered in the Stadium Manager’s FY 22/23 SCSA budget, Engineering Department and Groundskeeping Department as shared stadium expenses.

2. Amazon.com LLC
Recommend approval to utilize Amazon.com LLC (Amazon) online marketplace to procure supplies, equipment and goods from May 1, 2022 through March 31, 2023 in an amount not to exceed amount of $250,000.

OMNIA Partners, Public Sector has two Amazon cooperative agreements with two lead agencies offering online marketplace for the purchase of products. Prince William County Public Schools, VA lead agency agreement-TC-17006 is from January 19, 2017 through January 18, 2024. The renewal period provides an option for the lead agency, at its sole discretion, to +608/325Ā,5914671Ā.+'Ā("&$*"**Ȁ%*,#Ȁ#(!%Ȁ& -!Ȁ(-%",#$(-*-) 4 extend the agreement for three additional two year periods. State of Utah lead agency agreement MA3457 is from September 9, 2020 through May 5, 2025. Both agreements including amendments, an executive summary and product category lists can be accessed online at:
https://www.omniapartners.com/publicsector/suppliers/amazon-business/contract- documentation#c36074

Amazon provides access to hundreds of millions of products from hundreds of thousands of suppliers across multiple product categories like office supplies and equipment, promotional items, information technology products, MRO supplies including facility, janitorial and sanitation, restaurant and breakroom supplies. Stadium Manager has a need to procure all these categories of items on an ongoing basis.

Amazon offers its online marketplace to browse and select items to procure online with a credit card. Amazon does not execute local term agreements and provides discount pricing for all OMNIA Partners, Public Sector members.

The cost of these purchases will be covered in the Stadium Manager FY22/23 SCSA budget across all departments as shared stadium expenses.

3. AutoZone Parts, Inc.

Establish a one-year agreement with AutoZone Parts, Inc. (AutoZone) to procure automotive parts and related supplies from May 1, 2022 through March 31, 2023 in an amount not to exceed $10,000.

The AutoZone cooperative agreement R211201 contract period is from January 1, 2022 through December 31, 2024. The renewal period provides an option for the lead agency, at its sole discretion, to extend the agreement for two additional one year periods. Region 4 ESC, TX, lead agency agreement including amendments, an executive summary and product list can be accessed online at: https://www.omniapartners.com/publicsector/suppliers/autozone/contract- documentation

AutoZone has over 75,000 products covering every major category including, battery service, oil and fluids, shop equipment and supplies, engine parts, and more. AutoZone provides online ordering and on-demand delivery to get the parts quickly from the 6,000 stores backed by the supply chain store network system.

Stadium Manager will need the materials and equipment supplied by AutoZone on an ongoing basis for general replacement associated with preventative and corrective maintenance.

The cost of purchases under this agreement is covered in the Stadium Manager’s FY 22/23 SCSA budget, Engineering Department and Stadium Operations as shared stadium expenses.

+608/325Ā,5914671Ā.+'Ā("&$*"**Ȁ%*,#Ȁ#(!%Ȁ& -!Ȁ(-%",#$(-*-)

5 4. B&H foto and Electronics dba B&H
Recommend approval to utilize B&H to procure audio visual products and accessories from May 1, 2022 through March 31, 2023 in an amount not to exceed $50,000.

B&H cooperative agreement R201202 contract period is from April 1, 2021 through March 31, 2024. The renewal period provides an option for the lead agency, at its sole discretion, to extend the agreement for two additional one year periods. Region 4 ESC, TX, lead agency agreement including amendments, an executive summary and product list can be accessed online at: https://www.omniapartners.com/publicsector/suppliers/bh-photo-video-pro- audio/contract-documentation#c43419

B&H provides over 550,000 technology items from over 7,000 brands, have a dedicated account team, state of the art automated warehouse, efficient order processing and real time tracking.

B&H also provides various payment options including credit cards and invoices. Technical advice, planning and solutions from experienced professionals are included at no cost. A wide range of technology products covering as audio, video, pro-audio, surveillance, optics, computers and peripherals are available through B&H.

B&H offers its online marketplace to select items and procure online. B&H does not execute local term agreements and provides discount pricing for all OMNIA Partners, Public Sector members. For large orders, individual purchase orders are accepted with longer lead times.

Given the volume of our expenditures, placing online orders with the credit card is recommended.

The cost of purchases under this agreement is covered in the Stadium Manager’s FY 22/23 SCSA budget, Stadium Operations as shared stadium expenses.

5. CDW Government LLC
Establish a one-year agreement with CDW Government LLC (CDW-G) for information technology solutions related to hardware, software, computer equipment, peripherals and accessories from May 1, 2022 through February 28, 2023 in an amount not to exceed $100,000.

The CDW-G cooperative agreement 2018011-01 contract period is from March 1, 2018 through February 28, 2023. The renewal period provides an option for the lead agency, at its sole discretion, to extend the agreement for two additional one year periods through February 28, 2025. City of Mesa, AZ, lead agency agreement including amendments, an executive summary and product list can be accessed online at:
https://www.omniapartners.com/publicsector/suppliers/cdw-g/contract-documentation#c35647

Information technology solutions related to hardware, software, computer equipment, peripherals and accessories are required by Stadium Manager to operate efficiently and all departments have a need to procure as needed.

+608/325Ā,5914671Ā.+'Ā("&$*"**Ȁ%*,#Ȁ#(!%Ȁ& -!Ȁ(-%",#$(-*-) 6 The cost of these purchases will be covered in the Stadium Manager FY22/23 SCSA budget across all departments as shared stadium expenses.

6. Cintas Corporation
Establish a one-year agreement with Cintas Corporation for purchase of uniforms, brand name apparel, safety footwear, promotional products, facility products, and first aid and safety supplies from May 1, 2022 through March 31, 2023 in an amount not to exceed $250,000.

The Cintas Corporation cooperative agreement R-BB-19002 contract period is from December
13, 2018 through October 31, 2023 with an option to extend for two additional two year periods.

Prince William County Schools, VA lead agency agreement including amendments, an executive summary and product list can be accessed online at:
https://www.omniapartners.com/publicsector/suppliers/cintas-corporation/contract- documentation#c30957

Cintas provides uniforms for purchase, brand name apparel, safety footwear, promotional products, facility products, and first aid and safety supplies as needed. Purchase of products include customization such as logos but not limited to direct embroidery, emblems, or custom silkscreening. Purchases will not cover any rental programs nor any labor or other public works performed by vendor at Levi’s Stadium; such additional services shall require the execution of a separate service agreement.

An agreement with Cintas will facilitate the acquisition of uniforms for Guest Services, Engineering, Security, and other departments requiring uniforms at Levi’s Stadium in a timely manner. Their breadth of product offerings mentioned above will help minimize the need for individual spot purchases requiring long lead times.

The cost of these purchases will be covered in the Stadium Manager FY22/23 SCSA budget across all departments as shared stadium expenses.

7. Fastenal Company
Establish a one-year agreement with Fastenal Company, for maintenance, repair, operating supplies, industrial supplies and related products from May 1, 2022 through March 31, 2023 in an amount not to exceed $50,000. This Blanket Purchase Order will not cover any labor or other public works performed by vendor at Levi’s Stadium; such additional services shall require the execution of a separate service agreement.

The Fastenal cooperative agreement 2018.000208 contract period is from July 1, 2018 through June 30, 2023. The renewal period provides an option for the lead agency, at its sole discretion, to extend the agreement for two additional one year periods. University of California, CA, lead agency agreement including amendments, an executive summary and product list can be accessed online at: https://www.omniapartners.com/publicsector/suppliers/fastenal/contract- documentation#c35684
+608/325Ā,5914671Ā.+'Ā("&$*"**Ȁ%*,#Ȁ#(!%Ȁ& -!Ȁ(-%",#$(-*-)

7 Fastenal provides a widespread offering for shop supplies such as, but not limited to: batteries, motors and accessories, hand tools, material handling, ballasts and accessories, and fasteners.

Fastenal uses a national market basket of 1,300+ items and a site specific market basket of 1,500+ items.

The cost of purchases under this agreement is covered in the Stadium Manager’s FY 22/23 SCSA budget, Engineering Department as shared stadium expenses.

8. Grainger Industrial Supply
Establish a one-year agreement with Grainger Industrial Supply (Grainger), for maintenance, repair, operating supplies, industrial supplies and related products from May 1, 2022 through March 31, 2023 in an amount not to exceed $200,000. The purchase will not cover any labor or other public works performed by vendor at Levi’s Stadium; such additional services shall require the execution of a separate service agreement.

Grainger has four agreements with various lead agencies as referenced on their website at:
https://www.omniapartners.com/publicsector/suppliers/grainger/contract- documentation#c35554. Once approved by the SCSA Board, Stadium Manager will work with Omnia Partners representative to select the most favored agreement suitable for Stadium Manager use.

Grainger provides a complete and comprehensive offering industrial supplies with 1.7 million products such as, but not limited to: electrical, fasteners, lighting, measuring tools, pipe and tube, and tools. Grainger focuses on having products available and delivered when needed, working with 4,500+ suppliers around the world to provide efficient supply chain streamline.

Stadium Manager will need the materials and equipment supplied by Grainger on an ongoing basis for general renewal and replacement associated with preventative and corrective maintenance.

The cost of purchases under this agreement is covered in the Stadium Manager’s FY 22/23 SCSA budget, Engineering, Security, Guest Services, Groundskeeping and Stadium Operations Departments as shared stadium expenses.

9. Home Depot U.S.A., Inc.

Establish a one-year agreement with Home Depot U.S.A., Inc., for maintenance, repair, operating supplies, industrial supplies and related products and services from May 1, 2022 through March 31, 2023 in an amount not to exceed $50,000. The purchase will not cover any labor or other public works performed by vendor at Levi’s Stadium; such additional services shall require the execution of a separate service agreement.

+608/325Ā,5914671Ā.+'Ā("&$*"**Ȁ%*,#Ȁ#(!%Ȁ& -!Ȁ(-%",#$(-*-) 8 The Home Depot cooperative agreement 16154 contract period is from February 1, 2017 through December 31, 2026. Maricopa County, AZ, lead agency agreement including amendments, an executive summary and product list can be accessed online at:
https://www.omniapartners.com/publicsector/suppliers/home-depot/contract- documentation#c35580

Home Depot provides a variety of product type’s offerings for capital improvements or everyday maintenance ranging from, but not limited to:
lighting, flooring, plumbing, electrical,
and tools and hardware. This contract will save the Stadium staff time and money by providing a known and established distributor that can quickly deliver necessary materials and equipment to the Stadium.

Stadium Manager will need the materials and equipment supplied by Home Depot on an ongoing basis for general renewal and replacement associated with preventative and corrective maintenance.

The cost of purchases under this agreement is covered in the Stadium Manager’s FY 22/23 SCSA budget, Engineering, Security, Guest Services, Stadium Operations, and Groundskeeping Departments as shared stadium expenses.

10. Midwest Motor Supply Company dba Kimball Midwest
Establish a one-year agreement with Kimball Midwest, for maintenance, repair, operating supplies, industrial supplies and related products and services from May 1, 2022 through March 31, 2023 in an amount not to exceed $50,000. Purchases will not cover any labor or other public works performed by vendor at Levi’s Stadium; such additional services shall require the execution of a separate service agreement.

The Kimball Midwest cooperative agreement R192004 contract period is from April 1, 2020 through March 31, 2023. The renewal period provides an option for the lead agency, at its sole discretion, to extend the agreement for two additional one year periods. Region 4 ESC, TX, lead agency agreement including amendments, an executive summary and product list can be accessed online at: https://www.omniapartners.com/publicsector/suppliers/kimball- midwest/contract-documentation#c35711

Kimball Midwest provides a product line of more than 45,000 items but not limited to: fasteners, hoses and fittings, drill bits, electrical connectors and shop supplies. The Stadium Engineering staff will continue to need the materials and equipment supplied by Kimball Midwest on an ongoing basis for general renewal and replacement associated with preventative and corrective maintenance. Having Kimball Midwest coming onsite to refill the bin stock will provide the Stadium Engineering staff will need the materials and equipment with no interruptions in their daily activities.

+608/325Ā,5914671Ā.+'Ā("&$*"**Ȁ%*,#Ȁ#(!%Ȁ& -!Ȁ(-%",#$(-*-)

9 The cost of purchases under this agreement is covered in the Stadium Manager’s FY 22/23 SCSA budget, Engineering Department as shared stadium expenses.

Submitted By: __________________________________ Date: ___________________ Jenti Vandertuig, Procurement Director

Approved By: ___________________________________ Date: ____________________ Jim Mercurio, Executive Vice President & General Manager

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r--,: DocuSigned by:

L:_~ 66~~
1/DocuSigned by:

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Stadium Manager: Vendor: Purchase Order:

Forty Niners Stadium Management Company LLC
Procurement
4900 Marie P DeBartolo Way
Santa Clara, California 95054

Advance Stores Company
5008 Airport Road
Roanoke, Virginia 24012
Attn: Paul Fogge
Email: [email protected]
Phone: 602-920-6111
XXXX

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City Council and Authorities ConcurrentMay 10, 2022

City Council and Authorities Concurrent
May 10, 2022