Agenda packet — City Council and Authorities Concurrent, June 7, 2022 (part 5 of 16)

Exhibit a
Fees, Additional Support, Term, Scope of License and Add-ons

1. Additional Support:

In addition to the support services provided pursuant to Section 9 of the Agreement, EE will provide sixteen hours of EE standard training (via web based communications, including EE offered webinars) on the use of the Licensed Deliverables at no additional charge, eight hours of which training must occur within the first three months of the Effective Date and the remainder in the following three months thereafter,

2. Fees:

A fee of $64,200 (the" Software Fee”) for the use of the Licensed Deliverables during the Initial Term. Any training on the use of the Licensed Deliverables or Information using web-based communications or pursuant to on-site training (provided that any travel expenses/time will be paid by Licensee for on-site training) beyond the training specified above, including any customized or Licensee-specific training, shall be billed at $2,500 per day. Professional services and consulting beyond support described above and in Section 9 of the Agreement shall be arranged for under separate service agreements between EE and Licensee. While EE will provide a quote for requested services, neither party is obligated to enter into these separate professional service agreements. Additional fees are subject to change upon renewal of the License.

3. Initial Term:

Twelve months.

4. Scope of License:

The Licensed Deliverables may be installed on one Licensee-owned or leased computers in the United States for use by Licensee employees for modeling electricity markets in the United States. If the Licensed Deliverables are used on more than one Licensee computers at once, Licensee will be subject to additional fees and EE shall have the right to immediately suspend the License.

Licensee hereby agrees that solvers provided by Xpress-MP are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

For the avoidance of any doubt, by using the Software, the Licensee agrees to be bound by the terms of the relevant solver’s license agreements, which can be found at their respective websites. Further, by using an imbedded version of Xpress-MP, Licensee agrees that this Agreement applies mutatis mutandis to Xpress-MP.

5. Add-ons:

None.

AMENDMENT NO. 1 TO THE

ENERGY EXEMPLAR LLC LICENSE AGREEMENT
This Amendment (“Amendment”) is made effective as of May 17, 2022, by and between THE CITY OF SANTA CLARA d/b/a SILICON VALLEY POWER (“Customer”) and ENERGY EXEMPLAR, LLC (“EE”) and together with Customer the (“Parties”). In each instance in which the provisions of this Amendment contradict or are inconsistent with the provisions of the End User License Agreement (“EULA”) (as defined below), the provisions of this Amendment shall prevail, and the contradicted or inconsistent provisions shall be deemed amended accordingly. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the EULA.

The Customer and EE have previously executed that certain Energy Exemplar, LLC License Agreement on January 7, 2020 (as amended, the “EULA”) and the Customer and EE wish to amend certain provisions of the EULA as set forth herein:

The parties hereby agree as follows:

1. THIRD-PARTY PRODUCTS

1.1. Section 1(a) of EULA is amended to read as follows:
“The term “Software” refers to (i) the PLEXOS for Power Systems electric power simulation and modelling software, (ii) any Add-ons as described on Exhibit A hereto (the “Add-ons”), (iii) any updates, upgrades, or modifications to the Software made available to Licensee by EE, and (iv) third-party products, including but not limited to, solvers, add-ons and plug-ins (“Third-Party Products”). Third Party Products include the following:

1. Gurobi® Optimization Solver through Gurobi® Optimization LLC; and

2. IBM CPLEX® Optimizer Solver through International Business Machines Corporation (IBM).”

1.2.For the avoidance of doubt, after April 18, 2022, EE shall be under no obligation to provide the Xpress-MP solver as a Third-Party Product and Customer shall no longer use such solver.

1.3.In respect of Third-Party Products, the Customer acknowledges that EE may allow the thirdparty vendors of those products to have access to the Customer Data as required for the interoperation and support of such Third-Party Products with the Software Products.

1.4.EE does not warrant the use or performance of such Third-Party Products. As an exclusive remedy for any defect or material error in the Third-Party Products, and as EE’s entire liability in contract, tort, or otherwise, EE agrees to cause the owner of such Third-Party Products (“Owner”) to correct such material error or defect by issuing corrected instructions, a restriction, or a bypass. The cumulative liability of EE to Customer for any and all claims relating to the Third-Party Product, in contract, tort, or otherwise, shall not exceed that portion DocuSign Envelope ID: AB5FF6C0-2774-46BF-A5D9-F6D8178D9E6A [7512895: 30761099_1] page 2
of the total fees paid by Customer to EE for the Third-Party Product over the preceding twelve (12) months prior to the event giving rise to such claim.”

2. GENERAL

2.1.Governing Law and Jurisdiction. This Amendment is governed by and must be construed in accordance with the laws specified in the EULA.

2.2.Effect of Amendment. Except as expressly modified by this Amendment, the License Agreement shall remain unmodified and in full force and effect.

2.3.Counterparts. This Amendment may be executed via facsimile or other electronic transmission and in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one instrument.

Remainder of Page Intentionally Left Blank
DocuSign Envelope ID: AB5FF6C0-2774-46BF-A5D9-F6D8178D9E6A IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT NO. 1 TO ENERGY EXEMPLAR LLC LICENSE AGREEMENT as of the date set forth in the first paragraph hereof.

ENERGY EXEMPLAR LLC:

By:

Name:

Title:

THE CITY OF SANTA CLARA d/b/a
SILICON VALLEY POWER:

By:

Name:

Title:

Approved as to Form:
____________________________
Office of the City Attorney
DocuSign Envelope ID: AB5FF6C0-2774-46BF-A5D9-F6D8178D9E6A May 26, 2022
Stuart Kelly
Senior Vice President
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-653 Agenda Date: 6/7/2022

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 3 to the Agreement with Moore Iacofano Goltsman, Inc. (MIG) for Preparation of the Freedom Circle Focus Area Plan, Amendment No. 3 to Reimbursement Agreement with Freedom Circle Venture, LLC, and Related Budget Amendment

COUNCIL PILLAR
Promote and Enhance Economic, Housing, and Transportation Development

BACKGROUND
On August 27, 2019, the City Council directed staff to proceed with the long-range planning process to designate the Freedom Circle area as a Future Focus Area within the General Plan instead of the preparation of a Specific Plan. This direction was given following the decision by two of the three Freedom Circle property owners funding the Specific Plan (The Sobrato Organization and Irvine Company) to withdraw from their funding of the Freedom Circle Specific Plan process, which had begun in August 2018. The remaining property owner (Greystar DBA Freedom Circle Venture LLC) is continuing to fund the Future Focus Area planning process while the City also continues to process their General Plan Amendment (GPA) application.

DISCUSSION
As a result of discussion at the April 13, 2022 Planning Commission meeting, the City decided it would be appropriate for the City’s consultant, MIG, to prepare additional environmental analyses, including supplemental biological and air quality analyses. The supplemental biological analysis includes a more recent reconnaissance of the Greystar site; the supplemental air quality analysis includes a quantitative analysis of diesel exhaust resulting from construction vehicles on proximate sensitive receptors. Supplemental funding for this work beyond the contingency amount included in the City’s existing Service Agreement with MIG is needed to cover this work; and therefore, staff is proposing to expand the formal Scope of Services for the consultant agreement needs with additional funding to complete this work.

The consultant agreement has been and will continue to be funded through a Reimbursement Agreement with the developer. Included with this report is a related amendment to the Reimbursement Agreement to provide the additional funding necessary.

EIR Scope
Per direction given by the City Council at the August 27, 2019 Council meeting, the project EIR will analyze the pending Greystar General Plan Amendment, a privately initiated application, as well as the City’s proposal to create a Focus Area in the General Plan. The Greystar project, if approved by City Council, would proceed as an 1,100-unit residential land development project. The second City of Santa Clara Page 1 of 3 Printed on 6/3/2022
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22-653 Agenda Date: 6/7/2022
element, amending the General Plan to create a Focus Area, would create support within the General Plan for the future development of a mix of up to 2,500 residential units and 2 million square feet of commercial/office development, but a future planning study and additional land entitlement work would be necessary before any specific projects could move forward to utilize this capacity. This approach is consistent with other Focus Areas identified within the General Plan, for which the General Plan identifies a potential amount of development capacity and general land use policies for the Focus Area, and which have subsequently been implemented through the preparation of a Specific Plan.

ENVIRONMENTAL REVIEW
The actions being considered are simply to amend the Professional Services and Reimbursement Agreements. These actions do not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(5), in that they are governmental organizational or administrative activities that will not result in direct or indirect changes in the environment.

FISCAL IMPACT
Amendment No. 3 to the Professional Services Agreement with MIG increases the not-to-exceed amount by $26,520 to $778,155. The City’s consultant costs for preparation of the Freedom Circle Focus Area and Greystar General Plan Amendment are covered through a reimbursement agreement with the developer. The developer will deposit an additional $26,520 following the execution of Amendment No. 3 to the Reimbursement Agreement. The additional funds will be collected in the City’s Prefunded Plan Review Fund from which payments will also be made.

BUDGET AMENDMENT
FY 2021/22
Current Increase/
(Decrease)
Revised
Prefunded Plan Review Fund
Revenues
Developer Contributions $337,150 $26,520 $363,670
Expenditures
Materials/Services/Supplies $337,150 $26,520 $363,670

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 report to council may be requested by contacting the City City of Santa Clara Page 2 of 3 Printed on 6/3/2022
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22-653 Agenda Date: 6/7/2022
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 the FY 2021/22 budget amendment in the Prefunded Plan Review Fund to recognize developer contributions in the amount of $26,520 and establish an appropriation for the Freedom Circle Focus Area Plan in the amount of $26,520 (five affirmative council votes required to appropriate additional revenue);

2. Authorize the City Manager to execute Amendment No. 3 to the Agreement with Moore Iacofano Goltsman (MIG) for professional services to prepare the Freedom Circle Focus Area Plan and related Environmental Review documents by increasing the amount of the agreement by $26,520 for a revised not-to-exceed maximum compensation of $778,155, subject to the appropriation of funds; and

3. Authorize the City Manager to execute Amendment No. 3 to the Reimbursement Agreement with Freedom Circle Venture LLC.

Reviewed by: Andrew Crabtree, Director, Community Development Department Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. Amendment No. 3 to Professional Services Agreement with MIG

2. Amendment No. 3 to Reimbursement Agreement

3. Amendment No. 2 to Professional Services Agreement with MIG and RTC 21-1199

4. Amendment No. 2 to Reimbursement Agreement

5. Amendment No. 1 to Professional Services Agreement with MIG and RTC 20-102

6. Amendment No. 1 to Reimbursement Agreement

7. Original Professional Services Agreement with MIG and RTC 18-647

8. Original Reimbursement Agreement
City of Santa Clara Page 3 of 3 Printed on 6/3/2022
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Ebix Insurance No. S200003902
AMENDMENT NO. 3

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
MOORE IACOFANO GOL TSMAN, INC.

PREAMBLE
This agreement ("Amendment No. 3") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Moore lacofano Goltsman, 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 Services Between the City of Santa Clara, California, and Moore lacofano Goltsman, Inc.," with an Effective Date of July 17, 2018 (Agreement); and B. The Agreement was previously amended by Amendment No. 1, dated June 1, 2020, and Amendment No. 2, dated October 1, 2021, and is again amended by this Amendment No. 3. The Agreement and previous amendments are collectively referred to herein as the "Agreement as Amended"; and C. The Parties entered into the Agreement for the purpose of having Contractor provide professional services to prepare a comprehensive plan for the Freedom Circle focus area, and the Parties now wish to amend the Agreement as Amended to enhance the scope of services and related funding to address comments received at the Planning Commission meeting of April 13, 2022.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 6 of the Agreement as Amended, entitled "Compensation and Payment" is amended to reflect a maximum compensation of seven hundred seventy-eight thousand, one hundred fifty-five dollars ($778,155), subject to budget appropriations.

2. Exhibit A of the Agreement as Amended, entitled "Scope of Services" is appended to include the attached "Additional Services Request," dated April 18, 2022.

Amendment No. 3 to Agreement/ M.I.G - Freedom Circle
Rev. 10/25/19

Page 1 ends

3. Exhibit B of the Agreement as Amended, entitled "Schedule of Fees" is hereby updated to reflect a total not to exceed amount of seven hundred seventy-eight thousand, one hundred fifty-five dollars ($778,155), subject to budget appropriations.

4. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of the Agreement as Amended and this Amendment No. 3, the provisions of this Amendment No. 3 shall control.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 3 as evidenced by the following signatures of their duly authorized representatives.

Approved as to Form:

James Sanchez
Interim City Attorney

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Dated:
"CITY"
Rajeev Batra
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
MOORE IACOFANO GOLTSMAN, INC.
a California corporation
Dated:

B y (Signature): ---½--1':al"l-lJ-l�r-f-��---------
-----f-------------- N am e: Chris Be
Title: Chief Development Officer
Principal Place of 800 Hearst Avenue
Business Address: Berkeley, CA 94710
Email Address: [email protected]
Telephone: (510) 845-7549
Fax: (510)845-8750
"CONTRACTOR"
l:\PLANNING\Admin\Contracts\M.I.G. - Moore lacofano Goltsman, lnc\Freedom Circle Specific Plan\Amendment No. 3\Amendment No. 3 - MIG Freedom Circle.doc Amendment No. 3 to Agreement/ M.I.G - Freedom Circle
Rev. 1 0/25/2019

Page 2 ends

(\ 11\'0J,, /"' <,ti. ,.,,-i.
~,,vv
Yr\fl
Additional Services Request
April 18, 2022
Freedom Circle Focus Area Plan and EIR
MIG Post-Planning Commission Tasks
Task Hours
Health Risk Assessment Phil G 80 hours@ 150 = $12,000
-Respond to letter Chris D 4 hours @ 205 = $820
-HRA analysis
Biology Survey 4 hours @ 220 = $880
-Respond to letter 24 hours @ 195 = $4,680
-Site visit and report 8 hours @165 = $1,320
2 hours @130 = $260
Coordination and Memo Ray 18 hours @ 195 = $3,500
Steve 12 hours@ 135 = $1,620
Rishi (@. 135 = $900
Plan Revisions Rishi 4 hours @ 135 = 540
Amendment No. 3 to Agreement/ M.I.G - Freedom Circle
Rev. 10/25/2019
Total Cost
$12,820
$7,140
$6,020
$540
$26,520

Page 3 ends

Amendment No. 3 to Reimbursement Agreement/FCV-Greystar Page 1 Rev. 10/25/2019
AMENDMENT NO. 3 TO THE

REIMBURSEMENT AGREEMENT

FOR LAND USE AND ENVIRONMENTAL PLANNING SERVICES

FOR THE GREYSTAR GENERAL PLAN AMENDMENT

AND FREEDOM CIRCLE FOCUS AREA

PREAMBLE
This agreement (“Amendment No. 3”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Freedom Circle Venture, LLC, a Delaware limited liability company (Applicant). City and Applicant may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. An agreement entitled “Reimbursement Agreement for Specific Planning and Environmental Planning Services for the Freedom Circle Specific Plan”, dated August 24, 2018 (Agreement), was previously entered into by the City and the following three parties: Freedom Circle Venture, LLC, The Sobrato Organization, LLC, and Freedom Circle, LLC; and,
B. The Parties entered into the Agreement for the purpose of having the developers provide reimbursement of costs incurred under a Service Agreement for a Consultant prepare a comprehensive plan for the Freedom Circle Focus Area; and,
C. On June 5, 2019, the City consented to the voluntary withdrawal of Freedom Circle, LLC from the project and promptly issued a prorated refund of deposited funds; and,
D. On June 10, 2019, the City consented to the voluntary withdrawal of The Sobrato Organization, LLC from the project and promptly issued a prorated refund of deposited funds; and,
E. The Agreement was previously amended by Amendment No. 1, dated June 12, 2020, which retitled the Agreement to “Reimbursement Agreement for Land Use and Environmental Planning Services for the Greystar General Plan Amendment and Freedom Circle Focus Area,” and Amendment No. 2, dated October 1, 2021, and is again amended by the Amendment No. 3. The Agreement and previous amendment are collectively referred to herein as the “Reimbursement Agreement as Amended”; and,
Amendment No. 3 to Reimbursement Agreement/FCV-Greystar Page 2 Rev. 10/25/2019
F. Concurrently with this Amendment No. 3 to the Reimbursement Agreement, the City will be entering into an Amendment No. 3 to the Service Agreement with the Consultant to expand the scope of services and related funding; and, G. The Parties now wish to amend the Reimbursement Agreement as Amended to increase the funding to match the needs of the Service Agreement as Amended.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Attachment “A” (the “Service Agreement”) is hereby appended with the Amendment No. 3 to the Service Agreement.

2. Article II of the Reimbursement Agreement as Amended, entitled “Funding of Deposit Account”, subsection “A”, is revised to reflect a deposit amount equal to seven hundred fourteen thousand five hundred twenty dollars ($714,520). The Applicant previously deposited $688,000 under the Reimbursement Agreement as Amended and shall deposit an additional $26,520 promptly following the execution of this Amendment No. 3 to fully fund the obligations of this Reimbursement Agreement as Amended.

3. Except as set forth herein, all other terms and conditions of the Reimbursement Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of the Reimbursement Agreement as Amended and this Amendment No. 3, the provisions of this Amendment No. 3 shall control. [Signatures follow on next page]
Amendment No. 3 to Reimbursement Agreement/FCV-Greystar Page 3 Rev. 10/25/2019
The Parties acknowledge and accept the terms and conditions of this Amendment No. 3 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:

James Sanchez
Interim 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

FREEDOM CIRCLE VENTURE, LLC
a Delaware limited liability company
By:

Freedom Circle Holdings, LLC
a Delaware limited liability company,
its Managing Member
Dated:

By (Signature):

Name: Jonathan Fearn – Vice President
Title: Vice President
Principal Place of
Business Address:
450 Sansome Street, Suite 500
San Francisco, CA 94111
Email Address: [email protected]
Telephone: (415) 524-0992
“APPLICANT”
5/10/22
"CITY"
Ebix Insurance No. S200003902
AMENDMENT NO. 2

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANT A CLARA, CALIFORNIA,
AND
MOORE IACOFANO GOL TSMAN, INC.

PREAMBLE
This agreement ("Amendment No. 2") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Moore lacofano Goltsman, Inc. a Califomia 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 Services Between the City of Santa Clara, California, and Moore lacofano Goltsman, Inc.," with an Effective Date of July 17, 2018 (Agreement); and B. The Agreement was previously amended by Amendment No. 1, dated June 1, 2020, and is again amended by this Amendment No. 2. The Agreement and previous amendment are collectively referred to herein as the "Agreement as Amended"; and
C. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide professional services to prepare a comprehensive plan for the Freedom Circle focus area, and the Parties now wish to amend the Agreement as Amended to enhance the scope of services and related funding.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement as Amended, entitled "Term of Agreement" is amended to reflect a termination date of December 31, 2022.

2. Section 6 of the Agreement as Amended, entitled "Compensation and Payment" is amended to reflect a maximum compensation of seven hundred fifty-one thousand, six hundred thirty-five dollars ($751,635), subject to budget appropriations.

3. Exhibit A of the Agreement as Amended, entitled "Scope of Services" is appended to include the attached "Additional Tasks," dated June 8, 2021.

Amendment No. 2 to AgreemenU M.I.G Freedom Circle
Rev. 10/25/19

Page 1 ends

4. Exhibit B of the Agreement as Amended, entitled "Schedule of Fees" is hereby updated to reflect a total not to exceed amount of seven hundred fifty-one . • thousand, six hundred thirty-five dollars ($751,635), subject to budget appropriations.

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

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

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

Dlgltally slgnsd by Alexander•
Alexander Abbe �:': 2021.09.2914,12,40
-07'00'
Office of the City Attorney
City of Santa Clara
"CITY"
City Man e
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
MOORE IACOFANO GOL TS MAN, INC .
. a California corporation
Dated: 7.2� By (Signature):

Name: Chris �Beynon
�
Title: Chief Development Officer
Principal Place of 800 Hearst Avenue
Business Address: Berkeley, CA 94710
Email Address: [email protected]
Telephone: (510) 845-7549
Fax: (51 0) 845-8750
"CONTRACTOR"
l:\PLANNING\Admin\Contracts\M.I.G. - Moore lacofano Goltsman, lnc\Freedom Circle Specific Plan\Amendment No. 2\Amendment No. 2 - Form.doc
Amendment No. 2 to AgreemenV M.I.G - Freedom Circle
Rev. 10/25/2019
Page2
Additional Tasks
June 8, 2021
Freedom Circle Focus Area Plan / Traffic Impact Analysis /EIR Task Description
TIA Additional Analysis Analysis of an additional
(3rd change order) cumulative scenario to
evaluate impacts
specific to the Greystar
development (without
full build-out) in the
cumulative condition.

Contingency Restore contingency
(used for three PWrequested TIA change
orders) and add buffer
for additional TIA edits
and EIR changes
Total
Amendment No. 2 to Agreement/ M.I.G - Freedom Circle
Rev. 10/25/2019
Budget
$32,000 (Hexagon labor)
$1,600 (MIG
labor/ad min)
($16,380) (Contingency)
=$17,220
$48,780
$66,000

Page 3 ends

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
21-1199 Agenda Date: 9/7/2021

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 2 to the Agreement with Moore Iacofano Goltsman, Inc. (MIG) for preparation of the Freedom Circle Focus Area Plan, Amendment No. 2 to Reimbursement Agreement with Freedom Circle Venture, LLC, and Related Budget Amendment (Deferred from August 24, 2021)

COUNCIL PILLAR
Promote and Enhance Economic, Housing, and Transportation Development

BACKGROUND
On August 27, 2019, the City Council directed staff to proceed with the long-range planning process to designate the Freedom Circle area as a Future Focus Area within the General Plan instead of the preparation of a Specific Plan. This direction was given following the decision by two of the three Freedom Circle property owners funding the Specific Plan (The Sobrato Organization and Irvine Company) to withdraw from their funding of the Freedom Circle Specific Plan process, which had begun in August 2018. The remaining property owner (Greystar DBA Freedom Circle Venture LLC) is continuing to fund the Focus Area process while also moving forward with their General Plan Amendment (GPA) application.

This item was scheduled for consideration by the City Council on August 24, 2021 as a consent calendar item. Councilmember Jain pulled the item to ask several questions. Staff requested that the item be continued to the September 7, 2021 meeting to provide adequate time to prepare a response to those questions.

DISCUSSION
Over the course of work on this project, additional tasks have been added related to the Traffic Impact Analysis (TIA). Funding for these additional tasks has come from the Service Agreement contingency. Continued work on the TIA reveals that further analysis is needed and, therefore, the formal Scope of Services for the consultant agreement needs to be expanded and supplemented with additional funding to complete this body of work.

The consultant agreement has been, and will continue to be, funded through a Reimbursement Agreement with the developer. Included in this report, is the related amendment to the Reimbursement Agreement to provide the additional funding necessary.

Responses to questions raised at the August 24, 2021 City Council meeting Councilmember Jain requested information on two topics: 1) clarification of the scope of the project Environmental Impact Report (EIR); and 2) possible widening of the San Tomas Aquino Creek Trail.

Councilmember Jain also asked that the project include a robust Transportation Demand City of Santa Clara Page 1 of 4 Printed on 9/2/2021
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21-1199 Agenda Date: 9/7/2021
Management (TDM) Plan and be subject to the City’s updated Climate Action Plan (CAP) and Building Reach Codes, currently under development.

TDM, CAP, and Building Reach Codes
Future development within the Focus Area would be subject to the requirements of the City’s adopted Climate Action Plan and Building Codes at the time of permit issuance for new projects within the Focus Area. Based on current project schedules, updates to both documents are expected to be adopted and in effect prior to the issuance of entitlements within the Freedom Circle Focus Area and so new development would need to conform to their requirements. The project will include a TDM plan as required by the City’s Climate Action Plan and other City policies.

EIR Scope
Per direction given by the City Council at the August 27, 2019 Council meeting, the project EIR will analyze the pending Greystar General Plan Amendment, a privately initiated application, as well as the City’s proposal to create a Focus Area in the General Plan. The Greystar project, if approved by City Council, would proceed as an 1,100 unit residential land development project. The second element, amending the General Plan to create a Focus Area, would create support within the General Plan for the future development of a mix of up to 2,500 residential units and 2 million square feet of commercial/office development, but a future planning study and additional land entitlement work would be necessary before any specific projects could move forward to utilize this capacity. This approach is consistent with other Focus Areas identified within the General Plan, for which the General Plan identifies a potential amount of development capacity and general land use policies for the Focus Area, and which have subsequently been implemented through the preparation of a Specific Plan.

Trail Widening
Staff has discussed the potential widening of the San Tomas Aquino Creek trail with the project consultant (MIG), Valley Water staff, and a representative of Greystar. The Creek trail is located outside of the Focus Area project boundaries on land controlled by Valley Water and potential expansion of the Creek Trail is outside of the scope of the current project. Valley Water staff communicated that there is a chance they would be open to it provided that the design for the widening:
· Would not impact their operations on the affected creek reach · Would provide access for maintenance
· Would maintain flow conveyance capacity and integrity of the levee · Would not require removal of native trees or riparian vegetation · Would avoid the need for new bridges.

The City would need to engage an engineer to prepare a schematic design for widening the trail and an environmental consultant to prepare a CEQA analysis. Widening the trail would require coordination regarding the adjacent utilities and engineering work related to widening the levee on which it sits and/or increasing the slope of the levee. Widening the Creek Trail at this location is not currently in the scopes of the City’s Bicycle Master Plan, Pedestrian Master Plan, or Creek Trail Network Expansion Master Plan.

The CEQA analysis would likely include analysis of potential impacts to biology, hydrology and recreation. Because the trail is on top of the levee and near the creek, it would require coordination City of Santa Clara Page 2 of 4 Printed on 9/2/2021
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21-1199 Agenda Date: 9/7/2021
the Army Corps and the California Department of Fish and Wildlife as well as Valley Water. Greystar has indicated a willingness to contribute towards the costs for a subsequent effort to widen the trail that does not impact their current project schedule, for which the EIR is scheduled to be in public circulation later this month.

This engineering and CEQA effort will require significant funding and a significant level of staff support. If Council is considering this effort it might be more appropriate to consider in context of all other Council funding and staff priorities for the Community Development and Public Works Departments. If the City Council directs staff to initiate work on widening the creek trail, staff will further develop a project scope and evaluate an appropriate process to engage with the consultants needed to undertake this effort.

FISCAL IMPACT
Amendment No. 2 to the Professional Services Agreement with MIG increases the not-to-exceed amount by $66,000 to $751,635. The City’s consultant costs for preparation of the Freedom Circle focus area and Greystar General Plan Amendment are covered through a reimbursement agreement with the developer. The developer will deposit an additional $66,000 following the execution of Amendment No. 2 to the Reimbursement Agreement. The additional funds will be collected in the City’s Prefunded Plan Review Fund from which payments will also be made.

BUDGET AMENDMENT
FY 2021/22
Current Increase/
(Decrease)
Revised
Prefunded Plan Review Fund
Revenues
Developer Contributions $0 $66,000 $66,000
Expenditures
Freedom Circle Focus Area Plan $0 $66,000 $66,000

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 City of Santa Clara Page 3 of 4 Printed on 9/2/2021
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21-1199 Agenda Date: 9/7/2021
and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]>

RECOMMENDATION

1. 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 Prefunded Plan Review Fund to recognize developer contributions in the amount of $66,000 and establish an appropriation for the Freedom Circle Focus Area Plan in the amount of $66,000 (five affirmative council votes required to appropriate additional revenue);

2. Authorize the City Manager to execute Amendment No. 2 to the Agreement with Moore Iacofano Goltsman (MIG) for professional services to prepare the Freedom Circle Focus Area Plan and related Environmental Review documents by increasing the amount of the agreement by $66,000 and extending the term of the agreement through December 31, 2022, for a revised not-to-exceed maximum compensation of $751,635, subject to the appropriation of funds; and

3. Authorize the City Manager to execute Amendment No. 2 to the Reimbursement Agreement with Freedom Circle Venture LLC.

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

ATTACHMENTS

1. Amendment No. 2 to Professional Services Agreement with MIG

2. Amendment No. 2 to Reimbursement Agreement

3. Amendment No. 1 to Professional Services Agreement with MIG and RTC 20-102

4. Amendment No. 1 to Reimbursement Agreement

5. Original Professional Services Agreement with MIG and RTC 18-647

6. Original Reimbursement Agreement
City of Santa Clara Page 4 of 4 Printed on 9/2/2021
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AMENDMENT NO. 2 TO THE

REIMBURSEMENT AGREEMENT

FOR LAND USE AND ENVIRONMENTAL PLANNING SERVICES

FOR THE GREYSTAR GENERAL PLAN AMENDMENT

AND FREEDOM CIRCLE FOCUS AREA

PREAMBLE
This agreement ("Amendment No. 2") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Freedom Circle Venture, LLC, a Delaware limited liability company (Applicant). City and Applicant may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. An agreement entitled "Reimbursement Agreement for Specific Planning and Environmental Planning Services for the Freedom Circle Specific Plan", dated August 24, 2018 (Agreement), was previously entered into by the City and the following three parties: Freedom Circle Venture, LLC, The Sobrato Organization, LLC, and Freedom Circle, LLC; and,
B. The Parties entered into the Agreement for the purpose of having the developers provide reimbursement of costs incurred under a Service Agreement for a Consultant prepare a comprehensive plan for the Freedom Circle Focus Area; and,
C. On June 5, 2019, the City consented to the voluntary withdrawal of Freedom Circle, LLC from the project and promptly issued a prorated refund of deposited funds; and,
D. On June 10, 2019, the City consented to the voluntary withdrawal of The Sobrato Organization, LLC from the project and promptly issued a prorated refund of deposited funds; and,
E. The Agreement was previously amended by Amendment No. 1, dated June 12, 2020, which retitled the Agreement to "Reimbursement Agreement for Land Use and Environmental Planning Services for the Greystar General Plan Amendment and Freedom Circle Focus Area," and is again amended by the Amendment No.

2. The Agreement and previous amendment are collectively referred to herein as the "Reimbursement Agreement as Amended"; and,
F. Concurrently with this Amendment No. 2 to the Reimbursement Agreement, the City will be entering into an Amendment No. 2 to the Service Agreement with the Consultant to expand the scope of services and related funding; and, Amendment No. 2 to Reimbursement Agreement/FCV-Greystar Rev. 10/25/2019

Page 1 ends

G. The Parties now wish to amend the Reimbursement Agreement as Amended to increase the funding to match the needs of the Service Agreement as Amended.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Attachment "A" (the "Service Agreement") is hereby appended with the Amendment No. 2 to the Service Agreement.

2. Article II of the Reimbursement Agreement as Amended, entitled "Funding of Deposit Account", subsection "A", is revised to reflect a deposit amount equal to six hundred eighty-eight thousand dollars ($688,000). The Applicant previously deposited $622,000 under the Reimbursement Agreement as Amended and shall deposit an additional $66,000 promptly following the execution of this Amendment No. 2 to fully fund the obligations of this Reimbursement Agreement as Amended.

Page 2 ends

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

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

Alexander . ~~~~ll y signed by Alexander
Abbe ~~'.~~~02109.29 14,11 05
Office of the City Attorney
City of Santa Clara
"CITY"
DANNA .S
City Manag
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-221 0
Fax: (408) 241-6771

FREEDOM CIRCLE VENTURE, LLC
a Delaware limited liability company
By:

Freedom Circle Holdings, LLC .
a Delaware limited liability company,
its Managing Member
Dated: 8/2/2Q_2 17-i==-
By (Signature): ---'-=;:, = I <--:... lv:::....___ ~ ----------- Name: Jo athan Fearn - Vice President Title: Vice President
Principal Place of 450 Sansome Street, Suite 500
Business Address: San Francisco, CA 94111
Email Address: [email protected]
Telephone: (415) 524-0992
"APPLICANT"
Amendment No. 2 to Reimbursement AgreemenUFCV-Greystar
Rev. 10/25/2019

Page 3 ends

Ebix Insurance No. S200003902
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
MOORE IACOFANO GOL TSMAN, INC.

PREAMBLE
This agreement ("Amendment No. 1 ") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Moore lacofano Goltsman, 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 Services Between the City of Santa Clara, California, and Moore lacofano Goltsman, Inc.," with an Effective Date of July 17, 2018 (Agreement); and B. The Parties entered into the Agreement for the purpose of having Contractor provide professional services to prepare a Specific Plan for the Freedom Circle plan area, and the Parties now wish to amend the Agreement to instead prepare a Focus Area Plan for the Freedom Circle plan area.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement, entitled "Term of Agreement" is amended to reflect a termination date of December 31, 2021.

2. Section 6 of the Agreement, entitled "Compensation and Payment" is amended to reflect a maximum compensation of six hundred eighty-five thousand, six hundred thirty-five dollars ($685,635), subject to budget appropriations.

3. Exhibit A of the Agreement, entitled "Scope of Services" is replaced in its entirety by the attached "Revised Scope of Services."

4. Exhibit B of the Agreement, entitled "Schedule of Fees" is replaced in its entirety by the attached "Revised Schedule of Fees."
Amendment No. 1 to Agreement/ M.I.G - Freedom Circle
Rev. 10/25/19

Page 1 ends

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.

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:

City Attorney
"CITY"
City Man ger
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
MOORE IACOFANO GOL TSMAN, INC.
a California corporation
Dated: 3.27.2020 ~~----------------
By (Signature): ~ 8 nName: =C==h=ris==B=e=y=rn:n:========================= Title: Chief Development Officer
Principal Place of 800 Hearst Avenue
Business Address: Berkeley, CA 94710
Email Address: [email protected]
Telephone: (510) 845-7549
Fax: (510) 845-8750
"CONTRACTOR"
l:\PLANNING\Admin\Contracts\M.I.G. - Moore lacofano Goltsman, lnc\Freedom Circle Specific Plan\Amendment No 1\Amendment No. 1 - Form.doc
Amendment No. 1 to AgreemenU M.I.G - Freedom Circle
Rev. 10/25/2019

Page 2 ends

EXHIBIT A

REVISED SCOPE OF SERVICES

INTRODUCTION
The Freedom Circle (FC) Focus Area Plan will establish a comprehensive planning framework to guide the development of a new mixed-use district in northern Santa Clara that includes highdensity residential uses, commercial spaces, and an array of community amenities.

The development program will include two layers, based on the level of detail available from property owners and their projected development time frame:
• A reasonable estimate of the development umbrella for the entire Focus Area, including predominate land uses, a range of housing units and residential densities, open space and community amenities, and non-residential square feet (NRSF), and • A complete land use program and site diagram for the Greystar property, consistent with their pending General Plan Amendment application.

This document establishes the scope of work to be completed by MIG, Inc. (MIG) and its subconsultant in conjunction with City staff and Greystar.

PHASE 1. PROJECT INITIATION
TASK 1.1: PROJECT TEAM MEETING #1: SCOPE AND WORK TO-DATE REVIEW MIG will convene a meeting with City staff, Hexagon and Greystar to review key work conducted to date via the Freedom Circle Specific Plan process, including prerequisite studies, preliminary plan alternatives, planning principles, and stakeholder feedback. Following the meeting, MIG will produce a brief meeting summary.

TASK 1.1 DELIVERABLES
• Meeting materials: agenda, handouts, base maps, and PowerPoint presentation (Word/PDF/PPT/JPG)
• Meeting #1 Summary (Word/PDF)
PHASE 2. CONCEPTS AND STRATEGIES
TASK 2.1: PLANNING AND DESIGN FRAMEWORK
MIG will produce a concise document establishing the goals, policies, and design principles that will guide redevelopment in the Focus Area, leveraging past content from the Specific Plan process as well as new direction provided by the project team in Task 1.1. Based on the proposed land use framework, the document will also estimate an upper limit of residential units and non-residential square feet anticipated at full buildout. These projections will be used as inputs for the subsequent EIR process (Phase 3) to evaluate anticipated environmental impacts and any required mitigations.

Hexagon will provide recommendations to the project team regarding access and circulation for the Focus Area, including multi-modal connectivity to existing roadways, transit, bikeways, trails, and open spaces and areas to accommodate transportation network companies (e.g., Uber and Lyft) and private shuttles. Hexagon also will make recommendations on Transportation Demand Agreement with M.1.G. - Freedom Circle/Exhibit A- Revised Scope of Services Rev. 07-01-18

Page 1 of 11 ends

Management (TOM) strategies and a TOM monitoring program to reduce impacts of vehicular traffic on the project area. Hexagon will also advise the project team on parking strategies designed to reduce single-occupant vehicle trips, to ensure the efficient use of parking resources, and to discourage parking intrusion beyond the Focus area.

City staff will be responsible for reviewing the document and will provide one round of consolidated comments on the Draft Planning and Design Framework.

TASK 2.1 DELIVERABLES
• Draft and Final Planning and Design Framework, approximately 2-3 pages (Word/PDF) TASK 2.2: STRATEGY DIAGRAM
Based on the conceptual framework articulated in Task 2.1, MIG will develop a highly graphic Strategy Diagram illustrating the key physical improvements that will implement the goals of this Plan. The Strategy Diagram may build from the latest "Plan Alternative" scenario developed in May 2019 as part of the former Freedom Circle Specific Plan process.

The Strategy Diagram will convey the Focus Area's urban design, land use, open space, and connectivity frameworks and may be supplemented with additional information as needed.

These supporting items may include a brief definition of each land use designation (including density ranges and building heights) and up to three street sections that illustrate key streetscape features envisioned in the Focus Area. The street cross-sections will be designed to accommodate the anticipated traffic volume, bicycle, and pedestrians, as necessary.

TASK 2.2 DELIVERABLES
• Draft and Final Strategy Diagram (Illustrator/PDF)
• Three Street Sections (Illustrator/PDF)
PHASE 3. PROGRAM-PROJECT ENVIRONMENTAL IMPACT REPORT (EIR) The City of Santa Clara 2010-2035 General Plan did not designate Freedom Circle as a Focus Area and consequently did not anticipate in its EIR the potential land use changes described in this scope of services. To evaluate both the proposed Freedom Circle Focus Area Plan and the proposed Greystar land use program, MIG will prepare a two-layered Draft EIR that parallels the two layers of the Focus Area Plan development program: (1) a General Plan-level (programlevel) EIR for the entire Future Focus Area, and (2) a project-level analysis for the Greystar project, which is expected to be entitled once the EIR is certified and the Focus Area Plan approved. This program-project EIR structure indicates that additional environmental review will be required for all future developments apart from the Greystar project, although the programlevel analysis will be deliberately designed to facilitate CEQA streamlining for future site-specific development proposals.

TASK 3.1: INITIAL STUDY, NOTICE OF PREPARATION, AND SCOPING MEETING MIG's in-house environmental planning team will complete an Initial Study (IS) checklist and narrative (based on CEQA Guidelines Appendix G) to appropriately identify the environmental topics of the Focus Area Plan's EIR. Those project conditions determined to have a "potentially significant impact" on the environment will then be further analyzed during development of the Draft EIR and refinement of the Focus Area Plan, with associated mitigation measures closely linked to Focus Area Plan policies. MIG will also prepare the EIR Notice of Preparation (NOP) to attach to the IS and will attend one CEQA-required EIR scoping session with responsible/interested agencies and members of the public. City staff will be responsible for reviewing and approving the NOP/IS, compiling the mailing list (with MIG assistance), and Agreement with M.I.G. - Freedom Circle/Exhibit A - Revised Scope of Services Page 2 of 11 Rev. 07-01-18
distributing the NOP/IS to responsible and interested agencies. As a viable option under CEQA, the City does not need to prepare an entire Appendix G checklist once the City has decided that an EIR is the required CEQA document; under this option, the NOP will list and briefly describe each of the environmental topics that the EIR will evaluate.

TASK 3.1 DELIVERABLES
• Initial Study and NOP (Word/PDF)
Task 3.2: Transportation Impact Analysis {TIA)
*NOTE: To the extent practicable, the Transportation Impact Analysis (TIA) will be prepared in coordination with the Patrick Henry Drive Specific Plan. This coordination is expected to include one set of intersection counts and a single existing conditions traffic analysis, one set of forecasted volumes and intersection LOS calculations for cumulative no project and cumulative plus project conditions.

The purpose of the traffic impact analysis (TIA) is to satisfy the requirements of the City of Santa Clara, the Congestion Management Program (CMP) of the Santa Clara Valley Transportation Authority (VTA), and the California Environmental Quality Act (CEQA). As a result of Senate Bill 743, VMT will replace level of service (LOS) as a CEQA significance criterion by July 1, 2020.

The City of Santa Clara is currently working on their SB 743 implementation process that would develop policies and guidelines for VMT impact evaluation. It is expected that the EIR for the Freedom Circle Focus Area Plan will be certified after July 1, 2020 and thus be based on VMT for CEQA impact assessment purposes. Nevertheless, this scope retains level of service analyses as this study is being conducted during the transition period. The level of service analysis will evaluate key intersections in the vicinity of the site during weekday AM and PM peak hours. The study area will be determined based on the City of Santa Clara's (CSC) travel demand forecast model. Preliminarily, we estimate that the TIA will include the analysis of up to 50 intersections, 40 freeway segments, and 25 freeway ramps. Additional study intersections, freeway segments or ramps will require authorization and additional budget.

The CSC travel demand model will be used to develop traffic forecasts for city streets and freeways, project trips, public transit ridership, and VMT.

The tasks to be included in the traffic analysis are:

Site Reconnaissance
The physical characteristics of the site and the surrounding roadway network will be reviewed to identify existing roadway cross-sections, intersection lane configurations, traffic control devices, and surrounding land uses.

Observation of Existing Traffic Conditions in the Study Area Existing traffic conditions will be observed in the field in order to identify any operational deficiencies and to confirm the accuracy of calculated levels of service. Freeway ramps will be observed for queuing.

New manual peak-hour turning movement counts were conducted at many intersections in May Agreement with M.I.G. - Freedom Circle/Exhibit A- Revised Scope of Services Page 3 of 11 Rev. 07-01-18
2019 under the original scope of work developed for the Specific Plan process. Thus, it is assumed that current counts within the last two years are available at all study intersections and no new intersection counts will be needed. Freeway segment traffic counts will be obtained from the latest Congestion Management Program (CMP) monitoring report. Freeway ramp volumes will be obtained from Caltrans and supplemented with new manual peak-hour counts, if necessary. Freeway ramp queues and metering rates will be counted in the field.

Evaluation of Existing Conditions
Existing traffic conditions will be evaluated based on existing traffic volumes at the study intersections. The existing traffic conditions at the key study intersections will be evaluated using the TRAFFIX software, which employs the 2000 Highway Capacity Manual (HCM) methodology for intersection analyses and is the designated level of service methodology for the City of Santa Clara.

Travel Demand Model Validation
The VTA recently updated the 2015 land use data file based on ABAG Projections 2017. The 2015 land use file was developed with input from the County's local jurisdictions, including the City of Santa Clara. In addition, the United States Census Bureau recently released the 2011- 2015 journey to work data from the American Community Survey and MTC compiled transit ridership data from household and on-board surveys and developed a database of regional transit trips by sub-mode and by mode of access for the Bay Area Region. These data sources will be used to recalibrate the City of Santa Clara's Travel Demand Model's home-based work trip distribution and mode choice models for year 2015. Subsequently, the Year 2019 land use data for the City of Santa Clara will be developed by adding to the Year 2015 land uses the sizes of new development projects constructed between 2015 and 2019 based on information provided by the City of Santa Clara's Planning Department. The Year 2019 land use data for areas outside the City of Santa Clara will be developed by interpolating the 2015 and 2040 data sets. The interpolated Year 2019 land use data will be adjusted as necessary based on information provided by the Cities of San Jose and Sunnyvale regarding recently completed projects in those jurisdictions. In addition, Year 2019 land use data will be adjusted to reflect the completion of the new Apple campus in Cupertino, which opened in 2017.

Hexagon will validate the model against existing traffic counts and most-recent publicly available observed transit ridership on VTA, Caltrain, ACE and Capitol Corridor. The model validation will be based on statistic validation criteria set forth in the 2017 California Regional Transportation Plan Guidelines, as well as validation by facility type following the criteria recommended in the FHWA's Travel Model Validation and Reasonableness Checking Manual, Second Edition. The model validation effort will bring the model base year to Year 2019, the same year as when most traffic counts for study intersections were conducted.

Evaluation of Existing Plus Project Conditions
The evaluation of existing plus project conditions will include two project scenarios: (1) the Greystar project by itself, and (2) buildout of the entire Freedom Circle Focus Area including the proposed Greystar project. Project trip generation for each scenario will be determined based on ITE trip rates. The CSC travel demand forecasting model will be used to estimate trip reductions for internalization and usage of alternative modes. Likewise, the trip distribution and assignment of project trips will be determined with the CSC travel demand forecasting model.

Model forecasts under existing plus project conditions will also reflect any diversion of existing trips on study area roadways. Intersection level of service calculations will be conducted to estimate existing plus project traffic conditions during the AM and PM peak hours using the TRAFFIX software. Adverse effects on intersection levels of service associated with the Agreement with M.I.G. - Freedom Circle/Exhibit A- Revised Scope of Services Page 4 of 11 Rev. 07-01-18
development of the proposed Greystar project and with buildout of the Focus Area Plan will be evaluated relative to existing conditions.

Evaluation of Background Conditions
Background traffic volumes will be developed using the CSC travel demand forecasting model and will reflect trips associated with approved projects in Santa Clara, San Jose, and Sunnyvale. Intersection levels of service under background conditions will be evaluated using the City methodology.

Evaluation of Background Plus Project Conditions
The CSC travel demand forecasting model will be used to develop traffic forecasts under the background plus Focus Area Plan and Background plus Greystar project scenarios. Intersection levels of service under background plus project conditions will be evaluated using the TRAFFIX software during the AM and PM peak hours. Adverse effects on intersection levels of service associated with the project will be evaluated relative to background conditions.

Evaluation of Cumulative No Project Conditions
Cumulative no-project traffic volumes will be developed using the CSC travel demand forecast model. Cumulative conditions will reflect future development outside of the Patrick Henry Drive Specific Plan Area or the Freedom Circle Focus Area (e.g. the approved City Place project, the pending Kylli project, and other pending developments in Santa Clara and surrounding jurisdictions) and planned transportation improvements. Intersection levels of service under cumulative no project conditions will be evaluated using the City methodology.

Evaluation of Cumulative Plus Project Conditions
Cumulative plus project traffic volumes will be developed using the CSC travel demand forecast model and will reflect trips generated by the buildout of the Patrick Henry Drive Specific Plan Area and the Freedom Circle Focus Area including the proposed Greystar project. Intersection levels of service under cumulative plus project conditions will be evaluated using the City methodology. The analysis will show changes in intersection levels of service associated with each project separately and together.

VMT Analysis
The VMT associated with the proposed Greystar project and with buildout of the Freedom Circle Focus Area will be estimated using the CSC travel forecast model. The model forecasts will reflect internalization of project trips, transit reductions, and proposed TOM measures. The VMT analysis will evaluate each land use component separately. The total residential VMT will be divided by the project's residents to calculate the project's residential VMT per capita. The total office VMT will be divided by the projected employment to calculate the project's office VMT per capita. The project's residential and office VMT per capita will be compared to citywide, countywide, and/or regional average VMT per capita also estimated using the CSC model. The analysis will include per capita calculations for the office and residential components combined.

The VMT will be calculated without and with the project to determine the project's effects on the transportation network. This scope of work includes 12 hours of Hexagon staff time for coordination with the City regarding the VMT thresholds and calculation methods.

Hexagon's VMT estimates will be provided to MIG for their use in air quality modeling for greenhouse gas (GHG) emissions analysis for the environmental document.

Agreement with M.I.G. - Freedom Circle/Exhibit A- Revised Scope of Services Rev. 07-01-18

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Freeway Segment and Ramp Analysis
Project trips will be assigned to freeway segments and ramps in accordance with the trip distribution patterns determined from the model. The number of trips on nearby freeway segments will be compared to the CM P's threshold for determining the need for freeway level of service analysis. Freeway segments that require a level of service analysis will be analyzed for the AM and PM peak hours as required by the CMP guidelines. Freeway ramps will be evaluated based on volume-to-capacity ratios. The results of this task will be documented in the traffic study.

Site Access, On-Site Circulation and Parking
Internal roadways and site driveways depicted in the Greystar site plan will be reviewed to determine the overall adequacy of the site access and on-site circulation in accordance with generally accepted traffic engineering standards and to identify any access or circulation issues that should be improved. An analysis of vehicle operations and queuing and pedestrian safety on the Greystar site will be included in the traffic study. On-site circulation within the larger Focus Area will not be analyzed due to the lack of detail available in the program level document.

The parking demand ratios set forth in the Focus Area Plan and proposed on the Greystar site will be compared to ITE's published nationwide parking survey data, available local parking survey data, and existing zoning code requirements. The analysis will consider the reduction in parking demand associated with the selected TOM strategies as well as creative parking solutions, such as shared parking to confirm the proposed parking ratios will ensure sufficient parking to fulfill the anticipated demand.

Signal Warrant Analysis
The need for future signalization of unsignalized study intersections will be evaluated on the basis of the Peak Hour Warrant (Warrant 3 - Part B) in the California Manual on Uniform Traffic Control Devices. The warrant will be evaluated using peak-hour volumes for all study scenarios.

Evaluation of Vehicle Queuing
For selected locations where the Greystar project or buildout of the Focus Area Plan would add a significant number of left-turning vehicles, the adequacy of existing/planned storage at turn pockets will be assessed by means of comparison with expected maximum vehicle queues.

Vehicle queues will be estimated using a Poisson probability distribution. It is anticipated that up to 30 intersections will be analyzed for queuing.

Bicycle, Pedestrian, and Transit Facilities
A qualitative analysis of the project's effect on bicycle and pedestrian circulation in the study area will be included in the traffic report. Any impacts of the project on the nearby facilities will be identified and improvements recommended to mitigate the impacts. The project's effects on transit facilities will include an analysis of transit route capacity, rail station platform passenger capacity, and transit vehicle travel times.

Description of Impacts and Mitigation Measures
Based on the results of the VMT analysis, impacts of the proposed Greystar project and the buildout of the Freedom Circle Focus Area Plan will be identified and described. The potential to partially or fully mitigate significant impacts through TOM measures will be discussed. Mitigation measures also may include improvements to pedestrian, bicycle, or transit facilities.

Agreement with M.I.G. - Freedom Circle/Exhibit A - Revised Scope of Services Rev. 07-01-18

Page 6 of 11 ends

Recommendations
Furthermore, deficiencies in intersection levels of service caused or exacerbated by the project will be identified. Recommendations will be formulated that identify the locations and types of improvements or modifications necessary to address intersection level of service deficiencies or other operational issues. Improvements could include street widenings, lane additions, changes in lane usage, modifications to existing traffic signals, or installation of new traffic signals. The potential secondary effects of motor vehicle improvements on other modes will be discussed.

Hexagon's scope of work includes the preparation of conceptual layouts of recommended transportation improvements (conceptual designs on aerial photos) and planning-level cost estimates pertinent to such improvements. The scope also includes a sensitivity analysis to determine the development level that would trigger each necessary improvement.

Fair-Share Calculations for Effected Intersections
Using up to two fair-share methods, Hexagon will prepare fair share calculations for the effected intersections under Existing Plus Project Conditions, Background Plus Project Conditions, and Cumulative Plus Project Conditions. These fair share calculations will be prepared for the Greystar project and the Freedom Circle Focus Area and documented in an excel spreadsheet for City staff use. In addition, the Cumulative Plus Project fair share calculations will be conducted for the Freedom Circle Focus Area by itself and in combination with the Patrick Henry Drive Specific Plan (eight total impact scenarios).

Transportation Impact Analysis (TIA) Report
Hexagon's findings and recommendations will be summarized in an Administrative Draft Transportation Impact Analysis (TIA) report. Following review and comment on the administrative draft by MIG and the City, a draft report will be submitted. Hexagon will prepare a final report that addresses all of the comments received from the environmental consultant and City of Santa Clara staff on the draft transportation report.

Evaluate Project Alternatives
Hexagon will estimate the project trip generation for up to three project alternatives to be evaluated in the Draft EIR. The VMT associated with each alternative will be estimated using the CSC travel forecast model. The residential and office VMT per capita and the combined VMT per capita for each alternative will be compared to citywide, countywide, and/or regional average VMT per capita to assess potential impacts associated with each alternative.

TASK 3.2 DELIVERABLES
• Administrative Draft, Draft and Final TIA Report
TASK 3.3: DRAFT ENVIRONMENTAL IMPACT REPORT (EIR)
*NOTE: To the extent practicable, the Draft EIR will be prepared in coordination with the Patrick Henry Drive Specific Plan Draft EIR. This coordination is expected to include one database search and existing conditions assessments for both projects; the inclusion of the Patrick Henry Drive development potential in the cumulative impact analysis; and the identification of feasible mitigation measures that apply to both projects. Because, as noted in this scope, a Focus Area Plan (Freedom Circle) is less detailed than a Specific Plan (Patrick Henry Drive), this situation must be considered when coordinating the EIR analyses.

The MIG Team will develop a Draft EIR that considers all aspects of Focus Area Plan implementation to streamline both future entitlements and CEQA work. Mitigations will be developed through close coordination with Focus Area Plan policies, Greystar project components, integration of uniformly applicable development standards (CEQA section 15183 - Agreement with M.I.G. - Freedom Circle/Exhibit A- Revised Scope of Services Rev. 07-01-18

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Projects Consistent with a Community Plan or Zoning), and application of compatible and feasible mitigation measures from recent projects. In turn, the evaluation of environmental topics in the Draft EIR will not necessarily result in significant environmental impacts but instead will identify how these proactive measures will avoid or reduce potential impacts to less-thansignificant levels, without the need for additional mitigation. Similarly, feasible mitigation measures will be written to be incorporated directly into site-specific development proposals, including the Greystar project. This integration of the Focus Area Plan and EIR will prepare the City for CEQA streamlining of more detailed, future development proposals in the Focus Area.

This task will be concurrent and collaborative with the Focus Area Plan preparation process.

MIG will prepare an Administrative Draft EIR for City staff review, then a Screencheck Draft EIR will be prepared for final review by a limited number of City staff before a public release Draft EIR is completed.

EIR topic areas and potential CEQA-defined impacts will be evaluated against Focus Area Plan policies and Greystar project components intended to avoid or reduce potential environmental impacts.

CEQA encourages the efficient use of applicable, certified CEQA documents and discourages redundancy. The EIR will enable streamlined CEQA review for future individual development proposals, based on the following CEQA Guidelines sections:
• 15168 - Program EIR
• 15183 - Projects Consistent with a Community Plan or Zoning • 15183.3 - Streamlining for Infill Projects
• 15063 - Initial Study
• 15152 Tiering
• 15162 - Subsequent El Rs and Negative Declarations
• 15163-SupplementtoanEIR
• Current CEQA and land use case law
Each of the CEQA Guidelines sections listed above affords opportunities for significant streamlining. As one example, we prepared the program EIR for the Redwood City Downtown Precise Plan and are now the on-call CEQA consultant for preparing internal Initial Study checklists (as an attachment to the staff reports) for individual project proposals in the plan area.

Since 2013, fifteen individual projects have been approved using this process, with no further CEQA review required.

MIG will prepare an EIR that addresses the following environmental topics and questions included in CEQA Guidelines Appendix G (Environmental Checklist Form), as listed below.

Potential project and cumulative impacts under each of these required topics will be determined and evaluated with text, graphics, and tables. Based on existing environmental conditions and Focus Plan components, some topics will be evaluated in more detail than others. This task forms the basis of the Administrative Draft EIR, which will include a separate chapter on each of the following CEQA-defined environmental issues:
• Aesthetics
• Air Quality
• Biological Resources
• Cultural /Historic/Tribal Cultural Resources
• Geology and Soils
• Greenhouse Gas Emissions and Energy
Agreement with M.I.G. - Freedom Circle/Exhibit A- Revised Scope of Services Page 8 of 11 Rev. 07-01-18
• Hazards and Hazardous Materials
• Hydrology and Water Quality
• Land Use and Planning
• Noise
• Population and Housing
• Public Services
• Recreation
• Transportation/Traffic
• Utilities and Service Systems
Each environmental topic chapter will present a two-layered approach and analysis that parallels the two layers of the Focus Area Plan development program: ( 1) a General Plan-level (program-level) EIR for the entire Future Focus Area, and (2) a project-level analysis for the Greystar project. In each environmental topic chapter and consistent with CEQA, the Greystar project will be included as part of the overall Focus Area Plan impact evaluation, then the Greystar project will have its own, more detailed individual impact analysis under a separate heading in the chapter. In several instances, the Focus Area Plan and Greystar information may overlap (e.g., applicable environmental regulations), so that information will be referenced, but not be repeated, for the Greystar analysis.

MIG will draft the transportation chapter of the Draft EIR using the final TIA report (Task 3.2).

Ml G's in-house team will complete technical studies for air quality, greenhouse gas emissions, energy consumption, noise, and cultural/tribal resources. We will evaluate the level of Toxic Air Contaminants given the site's proximity to Highway 101. EPS will provide relevant support for the demographic, economic, and real estate trends to provide market-based parameters for the EIR. The analysis will consist of an assessment of Santa Clara's demographic trends and labor force characteristics over the last ten to fifteen years, to confirm the likely range of population and housing growth through buildout of the Focus Area Plan.

Before EIR mitigation measures are recommended within any environmental topic area, MI.G will identify Focus Area Plan policies and Greystar project components that would avoid or reduce potentially significant impacts.

The MIG Team will prepare an Administrative Draft EIR in Word format, with graphics included.

City staff will provide the MIG Team with one set of consolidated, internally consistent edits. The MIG Team will produce a Screen check Draft EIR based on City staff comments. City staff will review the Screencheck Draft EIR and provide the MIG Team with one set of consolidated, internally consistent edits. MIG will then prepare a Public Draft EIR based on staff edits.

Task 3.3 Deliverables
• Administrative Draft EIR (Word/PDF)
• Screencheck Draft EIR (Word/PDF)
• Public Release Draft EIR (Word/PDF/15 hard copies/15 CDS) PHASE 4. PLAN PRODUCTION
TASK 4.1: FOCUS AREA PLAN
MIG will develop a Focus Area Plan that details a compelling vision for the entire study area, including comprehensive narrative and supporting graphics that .establish a coherent blueprint Agreement with M.I.G. - Freedom Circle/Exhibit A - Revised Scope of Services Page 9 of 11 Rev. 07-01-18
for the future. City staff and Greystar will be responsible for reviewing the document and will provide one round of consolidated comments.

The Draft Focus Area Plan will be submitted in Word format, including PDFs of all original MIG graphics. Once the document has been reviewed by Greystar and City staff and revised accordingly, MIG will produce and submit the Final Focus Area Plan in Adobe In Design format.

TASK 4.1 DELIVERABLES
• Draft and Final Focus Area Plan, approximately 8-10 pages (Word/In Design/PDF) PHASE 5. EIR CERTIFICATION AND ADOPTION OF FREEDOM CIRCLE FOCUS AREA PLAN
TASK 5.1: RESPONSE TO PUBLIC COMMENTS
The MIG Team will respond to all public and agency comments received pertaining to the content or adequacy of the Draft EIR during the 45-day public review period. Hexagon will assist MIG in responding to transportation related comments received on the Draft EIR. Responding to comments that require any new analyses that is beyond the above-listed scope of services or revisions to the transportation impact analysis assumptions or methodology will be considered an additional service.

TASK 5.1 DELIVERABLES
Responses to public and agency comments (Word/PDF)
TASK 5.2 FINAL EIR
MIG will prepare a Final EIR and a Mitigation Monitoring and Reporting Program for adoption with the. Focus Area Plan. An Administrative Final EIR will be delivered for City staff review before a public release Final EIR is completed. City staff will be responsible for reviewing and providing one consolidated, internally consistent set of City comments to the MIG Team on the Administrative Final EIR, Final EIR, and the Mitigation Monitoring and Reporting Program.

TASK 5.2 DELIVERABLES
Draft Final EIR with Mitigation Monitoring and Reporting Program (Word/PDF/10 hard copies)
Final EIR (Word/PDF/26 hard copies)
TASK 5.3: PLANNING COMMISSION AND COUNCIL MEETINGS
*NOTE: Commission and Council Meetings will be held jointly with the Patrick Henry Drive Specific Plan project.

The MIG Team will meet with the Planning Commission and City Council during the Focus Area Plan adoption process to present, discuss, and receive input/direction on the Draft Focus Area Plan and EIR. This task includes participation by MIG and Hexagon at up to four public hearings and two study sessions.

TASK 5.3 DELIVERABLES
Planning Commission City Council Work Session/Hearing materials for up to six meetings: staff report content and presentation (Word/PPT/PDF) Agreement with M.I.G. - Freedom Circle/Exhibit A - Revised Scope of Services Page 10 of 11 Rev. 07-01-18
PHASE 6. PROJECT MANAGEMENT
TASK 6.1 PROJECT MANAGEMENT AND COORDINTION
MIG will prepare monthly invoices and progress reports. This task also accounts for the MIG Team's regular project management and coordination (emails, calls, data transfers, etc.) with both City staff and the subconsultant team as well as project setup and close-out. Team members will attend ad hoc conference calls with City staff to coordinate on the project, discuss strategies and work products, and schedule near term items and data needs.

TASK 6.1 DELIVERABLES
• Monthly invoices and progress reports (Word/ Excel/PDF) • Ongoing coordination and management
Agreement with M.I.G. - Freedom Circle/Exhibit A- Revised Scope of Services Page 11 of 11 Rev. 07-01-18

EXHIBIT B

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

The Consultant has provided a schedule of rates and fees which includes all billing amounts and costs entitled, "Freedom Circle Focus Area Plan Budget" dated March 2020, which is attached to this Exhibit B. In no event shall the amount billed to City by Contractor for services under this Agreement exceed six hundred eighty-five thousand six hundred thirty-five dollars ($685,635), subject to budget appropriations.

Agreement with M.I.G. - Freedom Circle/Exhibit B - Revised Scheduled of Fees Rev. 07-01-18

Page 1 of 1 ends

TASK 2: Concepts and Strategies

2.1 Planning and Design Framework $1,450
6,130

2.2 Strategy Diagram $3,860
7,780
$5,310 $13,910
TASK 3: Program-Project Environmental Impact Report (EIR)

3.1 Initial Study, Notice of Preparation, and Scoping Meeting $ 14,330

3.2 Transportation Impact Analysis $142,830 $ 167,820

3.3 Draft EIR (DEIR) s 143,730
$142,830 $ 325,880
TASK 4: Plan Production

4.1 Focus Area Plan $1,730 $ 7,530
$1,730 $
7,530
TASK 5: EIR Certification and Plan Adoption 5.1 Response to Public Comments $7,840 $ 18,300

5.2 Final EIR $ 30,540

5.3 Planning Commission and Council Meetings $1,480 $ 16,400 $9,320 $ 65,240
TASK 6: Pro]ed Management

6.1 Ongoing Coordination and Management $7,020 $ 20,660 $7,020 $ 20,660
EXP / Oirect Costs $750 $ 11,612
Subtotal $ . 450,342
MIG Team 172,962
.. I• I II ... , :, • I
10% Contingency 62
,330
..

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
20-102 Agenda Date: 5/26/2020

REPORT TO COUNCIL

SUBJECT
Action on a Contract Amendment and Direction to Proceed with Issuance of a Notice of Preparation for the Freedom Circle Focus Area [Council Pillar: Promote and Enhance Economic, Housing and Transportation Development]

BACKGROUND
On August 27, 2019, the City Council directed staff to proceed with the long-range planning process to designate the Freedom Circle area as a Future Focus Area within the General Plan instead of the preparation of a Specific Plan. This direction was given following the decision by two of the three Freedom Circle property owners funding the Specific Plan (The Sobrato Organization and Irvine Company) to withdraw from their funding of the Freedom Circle Specific Plan process, which had begun in August 2018. The remaining property owner (Greystar) is continuing to fund the Focus Area process while also moving forward with their General Plan Amendment (GPA) application.

DISCUSSION
The change from preparation of a Specific Plan to a Focus Area necessitates a change of scope of the City’s contract with Moore Iacofano Goltsman, Inc (MIG) for preparation of the Focus Area. As a next step in the creation of the Freedom Circle Focus Area and processing of the Greystar GPA, the City will start the environmental review process for both by releasing a Notice of Preparation (NOP).

Based on prior City Council direction, staff is considering preparation of the Freedom Circle Focus Area to be a precondition of the City Council for completing the processing of the GPA for the Greystar parcel.

Contract Amendment with MIG, Inc.

In conjunction with the Greystar GPA, the City Council directed Planning staff to plan for a future transition to a mix of residential and office uses in Freedom Circle by creating a new General Plan Focus Area for the properties around Freedom Circle.

To reflect this change in circumstances and scope, the City is proposing to amend its current contract with MIG. The planning document to be prepared will be an illustrated description of the Freedom Circle Focus Area, which communicates the development potential of the Focus Area and which will be incorporated into the General Plan text. Like other focus areas, the Freedom Circle Focus Area will be subject to a future planning process prior to any change in land use designation.

The contract amendment also includes the preparation of a combined Environmental Impact Report (EIR) covering both the Greystar GPA and the Freedom Circle Focus Area. Environmental Impacts of the Greystar GPA will be analyzed at a project level, meaning that the specific impacts of the 1,100 residential unit Greystar development proposal will be analyzed, including traffic and noise. Impacts City of Santa Clara Page 1 of 4 Printed on 5/21/2020
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20-102 Agenda Date: 5/26/2020
of development under the proposed focus area will be described at a program level because the size and location of individual development proposals beyond the Greystar development is not known at this time.

The contract amendment reflects the change in project scope from preparation of a Specific Plan to a reduced work scope for designation of a Focus Area along with increased analysis specific to the Greystar project. The amendment also addresses the decoupling of the Freedom Circle and Patrick Henry Specific Plan processes to be independent projects. The contract amendment recognizes the $172,962 already spent on the Freedom Circle project, and describes the tasks involved with the preparation of the focus area and the associated EIR. The total of new costs in the contract amendment is $450,342. Including a 10% contingency, the total cost of the contract amendment is $685,635. This is a reduction from the original contract for $840,497 which included a 10% contingency.

Because Greystar is the sole remaining funder of the Freedom Circle Focus Area, the reimbursement agreement for the preparation of the Freedom Circle focus area and EIR by MIG, Inc. has been revised to be between Greystar and the City.

Notice of Preparation
The release of a Notice of Preparation (NOP) is the first public action in the EIR preparation process.

The purpose of the NOP is to inform agencies and interested parties that an EIR will be prepared for a project, and allow an opportunity for comment on the scope and content of the environmental information to be included in the EIRAs noted above, the EIR and the NOP will address both the City’s designation of the Focus Area and the Greystar project.

The vision for the Freedom Circle Focus Area is an urban environment, with Great America Parkway and Mission College Boulevard retaining their commercial character. For the NOP the Focus Area is proposed to allow 2,500 dwelling in addition to the 1,100 proposed through the Greystar GPA, for a total of 3,600 dwelling units. The NOP also address the potential development of 2 million square feet of office space in addition to the current General Plan capacity, allowing a total of 9.6 million square feet of potential office/industrial development. The parcels designated High Intensity Office are currently developed with approximately 2.35 million square feet of building space.

The Freedom Circle area (shown in Attachment 1) is not considered for conversion to residential uses under any phase of the 2010 - 2035 General Plan, but rather is currently planned over the longterm to be preserved for employment uses. The buildings in the Freedom Circle area are a mix of concrete tilt-ups, office towers, and single-use commercial buildings such as the Santa Clara Marriott Hotel and Pedro’s Cantina. The Greystar site, which sits directly north of 101 and directly west of San Tomas Aquino Creek, is undeveloped.

Most of the proposed Specific Plan Area currently has a High Intensity Office General Plan designation, which supports high-rise and campus style office development with an allowed Floor Area Ratio (FAR) of up to 2.0. The Marriott Hotel site is the lone exception and is currently designated Regional Commercial. Unlike other focus areas where the City anticipates conversion of all or a large majority of lands to residential use, this area currently supports key commercial and office uses and a more even mix of employment and residential uses consistent with overall General Plan goals.

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20-102 Agenda Date: 5/26/2020
The Greystar General Plan Amendment proposes to change the General Plan land use designation for the 13.3 acre Greystar site, which is bounded by San Tomas Aquino Creek to the East, Freedom Circle to the West, and Highway 101 to the south from High Intensity Office (maximum Floor Area Ratio of 2.0) to Very High Density Residential (51-100 Dwelling Unit/Acre). Greystar is proposing a total of 1,100 dwelling units in three 7-story buildings, all of which are proposed to be a maximum of 100 feet in height. The proposal also includes a two-acre public park with a connection to the San Tomas Aquino Creek trail, and up to 2,000 square feet of neighborhood-serving retail. The proposal also includes removing existing view easements along the Bayshore Freeway (US 101) and relocating the City of Santa Clara/Great America sign from its current location to the southeastern corner of the property.

ENVIRONMENTAL REVIEW
The action being considered is simply to accept a report on the planning process for Greystar and the Freedom Circle focus area, and approval of the amendment to the consultant contract. These actions do not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(5), in that they are governmental organizational or administrative activities that will not result in direct or indirect changes in the environment.

FISCAL IMPACT
Amendment No. 1 with MIG decreases the not-to-exceed amount to $685,635 and extends the term of the agreement to December 31, 2021. The City’s consultant costs for preparation of the Freedom Circle focus area and Greystar General Plan Amendment will be covered through a reimbursement agreement with Greystar. The applicant previously deposited $300,000 under the original Greystar Reimbursement Agreement and will be expected to deposit an additional $300,000 following execution of the amended Reimbursement Agreement in order to fully fund the land use and environmental planning services. The additional funds will be collected in the City’s Deposit Fund from which payments will also be made.

While the City has not conducted a fiscal analysis for the focus area and General Plan Amendment, it is understood that residential land uses generally have a net negative fiscal impact (as increased land value revenue does not completely offset increased costs for service), but infill and higher density mixed-use development, particularly utilizing Type I or Type III construction, can provide for more efficient delivery of services and support more tax revenue generating activity, potentially resulting in net neutral or positive fiscal implications. Consistent with the General Plan, the addition of new residentially designated land helps the City to achieve its Regional Housing Needs Assessment (RHNA) goals for housing production.

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

PUBLIC CONTACT
The City held a community meeting on the North Santa Clara area including the Freedom Circle area on February 25, 2019. Approximately 28 members of the public attended the meeting.

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 City of Santa Clara Page 3 of 4 Printed on 5/21/2020
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20-102 Agenda Date: 5/26/2020
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]>.

ALTERNATIVES

1. Approve the contract amendment and reimbursement agreement for the revised scope of services with MIG, Inc. and accept the report on the Freedom Circle / Greystar General Plan Amendment Notice of Preparation as presented by staff.

2. Do not approve the contract amendment and reimbursement agreement for the revised scope of services with MIG, Inc. and do not accept the report on the Freedom Circle / Greystar General Plan Amendment Notice of Preparation as presented by staff.

RECOMMENDATION
Alternative 1:

Approve the contract amendment and reimbursement agreement for the revised scope of services with MIG, Inc. and accept the report on the Freedom Circle / Greystar General Plan Amendment Notice of Preparation as presented by staff.

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

ATTACHMENTS

1. Proposed Freedom Circle Focus Area

2. Contract Amendment No. 1 with MIG Freedom Circle

3. Amendment to the Greystar Reimbursement Agreement, April 2020

4. Freedom Circle Draft Notice of Preparation May 2020

5. Focus Area and EIR Milestone Schedule
City of Santa Clara Page 4 of 4 Printed on 5/21/2020
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AMENDMENT NO. 1 TO THE

REIMBURSEMENT AGREEMENT

FOR SPECIFIC PLANNING ANO ENVIRONMENTAL PLANNING SERVICES

FOR THE FREEDOM CIRCLE SPECIFIC PLAN

NOW KNOWN AS

REIMBURSEMENT AGREEMENT

FOR LANO USE ANO ENVIRONMENT AL PLANNING SERVICES

FOR THE GREYST AR GENERAL PLAN AMENDMENT

ANO FREEDOM CIRCLE FOCUS AREA

PREAMBLE
This agreement ("Amendment No. 1 ") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Freedom Circle Venture, LLC, a Delaware limited liability company, (Applicant). City and Applicant may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. An agreement entitled "Reimbursement Agreement for Specific Planning and Environmental Planning Services for the Freedom Circle Specific Plan", dated August 24, 2018 (Agreement), was previously entered into by the City and the following three parties: Freedom Circle Venture, LLC, The Sobrato Organization, LLC, and Freedom Circle, LLC; and,
B. The Parties entered into the Agreement for the purpose of having the developers provide reimbursement of costs of consultant services to prepare a Specific Plan for the Freedom Circle plan area; and,
C. On June 5, 2019, the City consented to the voluntary withdrawal of Freedom Circle, LLC from the project and promptly issued a prorated refund of deposited funds; and,
D. On June 10, 2019, the City consented to the voluntary withdrawal of The Sobrato Organization, LLC from the project and promptly issued a prorated refund of deposited funds; and,
E. The remaining Parties now wish to amend the Agreement to change the project from a Specific Plan to a General Plan Amendment and Focus Area Plan with Freedom Circle Venture, LLC as the sole Applicant.

Amendment No. 1 to Reimbursement Agreement/FCV-Greystar Rev. 10/25/2019

Page 1 ends

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. All references in the Agreement to the former Specific Plan proposal shall now be interpreted as referring to the current General Plan Amendment and Focus Area Plan project.

2. Attachment "A" (the "Service Agreement"), with an Effective Date of July 17, 2018, is hereby appended with the Amendment No. 1 to the Service Agreement, dated May 26, 2020.

3. Article 11, entitled "Funding of Deposit Account", subsection "A", is revised to reflect a deposit amount equal to six hundred twenty-two thousand dollars ($622,000). The Applicant previously deposited $300,000 under the original Reimbursement Agreement and shall deposit an additional $322,000 promptly following the execution of this Amendment No. 1 to fully fund the obligations of this Reimbursement Agreement as amended.

4. Article V, entitled "General Provisions", subsection "F", is revised to formally remove the two withdrawn applicants, Freedom Circle, LLC and The Sobrato Organization, LLC.

Page 2 ends

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:
~ DEA . SANTANA
City Attorney
"CITY"
City M a er
1500 War urton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

FREEDOM CIRCLE VENTURE, LLC
a Delaware limited liability company
By:

Freedom Circle Holdings, LLC
a Delaware limited liability company,
its Managing Member
Dated: - ~.,<-.,;'-,'-!----+--------------
. By (Signature): --'---.,a.Ll..L_"--"'--------------
Name: --'~-----------------
Tit I e: Vice President
Principal Place of 450 Sansome Street, Suite 500
Business Address: San Francisco, CA 94111
Email Address: [email protected]
Telephone: ( 415) 524-0992
"APPLICANT"
Amendment No. 1 to Reimbursement Agreement/FCV-Greystar Rev. 10/25/2019

Page 3 ends

EBIX Insurance No. S2000039O2

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
MOORE IACOFANO GOL TSMAN, INC.

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Moore lacofano Goltsman, 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 services more fully described in this Agreement, at Exhibit A. entitled "Scope of Services";
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A- Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance Addendum (if applicable)
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and repraces any previous agreements, representations and understandings, Agreement with MIG - Freedom Circle
Rev. 07-01-18

Page 1 ends

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

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 July 17, 2018 and terminate 011 June 30, 2020 ..

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

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

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

6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is eight hundred forty thousand five hundred dollars ($840,500), 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 Agreement with MIG - Freedom Circle
Rev. 07-01-18
Page2
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.

8. 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 a!I covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Contractor shall not hire subcontractors without express written permission from City.

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

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

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

11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed Agreement with MIG - Freedom Circle
Rev. 07-01-18
Page3
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 otheiwise 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 cost of the audit if the audit determines that there has been a substantial billing deviation in excess offive (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
A. As regards claims arising from the performance of professional services covered by the Professional Liability or Errors and Omissions Insurance policy, Contractor agrees to 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 reasonable attorney's fees in providing a Agreement with MIG - Freedom Circle
Rev. 07-01·18
Page4
defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, to the extent arising from, or alleged to arise from, a negligent act, error, omission or willful misconduct in the Services performed by Contractor pursuant to this Agreement.

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

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

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

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

16. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City's review, acceptance nor payments for any of the Services required under this Agreement Agreement with MIG Freedom Circle
Rev. 07-01-18
Page5
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 othe!Vv'ise 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
[email protected]
And to Contractor addressed as follows:

Moore lacofano Goltsman, Inc.
800 Heart Avenue
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/showgocument?id=58299).

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

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

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

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

23. SEVERABIUTY 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.

Agreement with MIG - Freedom Circle
Rev. 07-01-18
Page?

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

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
"CITY»
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
MOORE IACOFANO GOL TSMAN, INC.
a California corporation
Dated: --...... ~-½--;-: __ ..:w,:__ _ _.,,_ ____ -----c _ _ By (Signature): ______ _....., ..... ~~....,.,_...,._=---- Name: ~~~ ~ ~~U~l-~fl------ Title: ----"==--=:...=..:....==i,===---.=~=----------- P r inc i pa I Place of Business Address: 800 Hearst Avenue, Berkeley, CA 94710 Email Address: [email protected]
Telephone: (510) 845-7549
Fax: (510-845-8750
Agreement with MIG - Freedom Circle
Rev. 07-01-18
"CONTRACTOR"
Pages

EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are more fully described in the Contractor's proposal entitled, "Freedom Circle Specific Plan" dated June 2018, which is attached to this Exhibit A.

Agreement with MIG - Freedom Circle/Exhibit A-Scope of Services Rev. 07-01-16

Page 1 ends

Freedom Circle Specific Plan
Scope of Work
REVISED June 2018
The revised scope of work identifies tasks and subtasks that will be completed jointly or in coordination with the concurrent Patrick Henry Drive Specific Plan project. These are marked with (*NOTE) throughout the scope, and the cost savings associated with these shared tasks are reflected in the project budget.

TASK 1: PROJECT INITIATION
TASK 1.1: KICK-OFF MEETING, SITE TOUR AND SCOPE REFINEMENT *NOTE: The kick-off meeting and site tour will be held jointly with the Patrick Henry Drive project.

To initiate the project, the MIG Team will hold a two-part kick-off meeting. The first hour of the meeting will include the project leadership, including MIG's Principal-in-Charge and Project Manager. This session will focus on a detailed review of the project scope, budget and assumptions as well as roles and communication protocols. The second half of this meeting will include additional City staff and MIG Team members and be structured to share information about the planning context, study area and community dynamics to develop a shared base of knowledge. We will also confirm overall expectations and desired project outcomes. This meeting will include a discussion about the composition and role of the Stakeholder Steering Group (SSG) and Technical Advisory Committee (TAC).

The MIG Team and City staff will also tour the Freedom Circle Future Focus Area (subsequently referred to as the "Plan Area"), as well as adjacent neighborhoods, to fully understand the area's planning and design parameters, connections to surrounding neighborhoods and roadways, mobility issues, character precedents, and other challenges and opportunities. MIG will photo-document the Plan Area. Upon discussion with City staff, property owners and/or other stakeholders may be invited to join the meeting and/or tour.

Following the kick-off meeting and Plan Area tour, MIG will provide a brief meeting summary and memo reflecting City staff input on the scope, budget and schedule. The City will approve the memo to ensure a shared understanding of project resources and expectations.

Task 1.1 Deliverables
• Kick-Off Meeting and Plan Area Tour materials: agenda, sign-in sheet, aerial base map, PowerPoint presentation, photo database and summary (Word/PDF/PPT/ JPG) • Refined Work Program, Schedule and Budget memo (Word/Ex.eel/PDF) TASK 1.2: COMMUN11Y ENGAGEMENT STRATEGY
*NOTE: The community engagement strategy will identify strategies and tactics that can be applied to both the Freedom Circle and Patrick Henry Drive projects.

Following project initiation, MIG will develop a comprehensive Community Engagement Strategy and Schedule. Based on information from the kick-off meeting and staff consultation, this document will outline the specific engagement approaches and tactics best suited to this effort. This document will identify outreach goals, key stakeholders and target audiences for the Specific Plan project, including preliminary membership of the TAC and SSG. The Strategy will identify community-based organizations and other partners who can help the City and MIG Team extend their reach into the diverse Santa Clara community.

MIG will outline roles and responsibilities of the consultant team, City staff, TAC and SSG and community partners as well as a preliminary schedule for specific meetings and events. City staff will be responsible for providing one round of comments to refine the overall Community Participation and Outreach Pian.

Task 1.2 Deliverables
• Draft and Flnal Community Engagement Strategy and Schedule Memo (approximately 6-10 pages; Word/PDF).
• NOTE: Specific engagement tasks and deliverables are integrated throughout 'the work plan and detailed in subsequent Tasks.
• NOTE: This scope of work does not assume any translation er interpretation costs.

TASK 1.3: PROJECT IDENTl1Y, TEMPLATES AND PUBLIC INFORMATION *NOTE: The development of these materials will be coordinated closely with the Patrick Henry Drive Specific Plan project for efficiency and consistency.

MIG's in-house graphic design staff will develop a project identity for all outreach materials.

MIG will develop three draft project logo concepts and color schemes for City review. There will be two rounds of review and the City will provide consolldated comments for both, eventually selecting one final logo and color scheme. MIG will prepare the logo in electronlc formats compatible with City graphic design standards.

MIG will then prepare a series of templates with the project identity and branding. The use of these templates will ensure a consistent look and feel for the Specific Plan materials and ensure products can be efficiently produced and updated. MIG will develop a suite of up to six templates that may include presentation slides, reports, postcards, and outreach flyer template to be used for the duration of the project The specific set of materials will be confirmed in consultation with City staff before production.

MIG will also provide project content that can be adapted for multiple public education and outreach purposes. This will include narrative and graphics that describe the project background, overview, schedule and milestones. Materials can be used for the City's website, social media accounts, newsletters and shared with community and project partners. MIG will · propose a set of materials, which will be confirmed with the City prior to development These materials will be reviewed by City staff and revised before being shared with the public. MIG w111 update these materials up to four times over the course of the project to ensure accurate, upto-date information is available to the public.

Task 1.3 Deliverabfes
• Three draft concepts of project identity. Final logo color scheme and up to six templates (JPG/PDF/PPT/Word)
• Public information and website content; up to four revisions (Word) TASK 2: PREREQUISITE STUDIES AND EXISTING CONDITIONS ANALYSIS TASK 2.1: REVIEW POLICIES, REPORTS, PROGRAMS AND STUDIES *NOTE: The collect/on and review of these materials will be coordinated closely with the Patrick Henry Drive Specific Plan project for efficiency and consistency.

The MIG Team will develop a request for information for City staff and review the relevant background material provided by the City. This effort includes a thorough review and analysis of the City's General Plan, Zoning Code, and other data and documents such as traffic studies, existing infrastructure plans, and recent Focus Area Plans. The MIG Team will develop a thorough understanding of guiding policies, relevant projects, and primary issues and challenges to address during this process.

We will develop a Planning Context memo that outlines the policy and regulatory framework for the Freedom Circle Area Plan. The memo will provide input for the Vision Plan and include preliminary recommendations for Special Plan policies and regulations that will support the City's goals.

Task 2.1 Deliverables
• Request for information (Word/PDF)
• Draft and Final Planning Context Memo approximately ten pages with up to four graphics (Word/PDF)
TASK 2.2: DATA ANALYSIS AND BASE MAPPING
In parallel to Task 2.1, MIG will collect and review GIS data from the City, including existing land use, General Plan designations, zoning, existing building height, existing employment and other non-residential square footage per parcel, street centerlines, and county assessor data.

Building footprint and height attributes are also desirable, if available. All information will be assumed to be accurate and up-to-date.

MIG, with City input and review, will develop a base map, template and ensure all maps have a uniform style, legend and title block. The MIG Team will prepare up to 10 existing conditions maps for use throughout the Specific Plan process. These maps will include existing conditions information, such as land use, zoning, circulation, roadway hierarchy, and environmental information,
All GIS and mapping prepared for the General Plan will developed consistent with City protocols and data formats to ensure easy integ1·ation into City's information system upon project completion. City staff will be responsible for providing GIS data, coordinating on formatting and meta-data protocols, and reviewing and providing feedback on the base maps.

At the culmination of the project, MIG will provide the City with the GIS maps and associated files developed during the process.

Task 2.2 Deliverables
• Up to 10 Base and Existing Conditions Maps (GISI Illustrator/PDF) TASK 2.3: PARKLAND STUDY
To ensure that future development of the Freedom Circle area supports Citywide goals for park land, MIG will evaluate the City's existing park and recreation inventory, General Plan goals and and other relevant documents or data. To gather additional insights and ideas, MIG will consult with Parks and Recreation via conference call. MlG will then develop a memo evaluating current measures and recommending new guidelines to ensure future residents of the Freedom Circle Plan Area have adequate access to parks and recreation while maintaining and contributing to the City's ratio of 2.53-3.00 acres per 1,000 residents.

Task 2.3 Deliverables
• Draft and Final Parkland Memo (Word/PDF)

TASK INFRASTRUCTURE ESSMENT
*NOTE: The infrastructure data collection and analysis will be coordinated closely with the Patrick Henry Drive Specific Plan project for efficiency and consistency.

BKF will develop a comprehenslve infrastructure and utility assessment consistent with General Plan requirements. Specifically, BKF will review existing storm drain, wastewater, water, and recycled water maps, utility studies, and models (to be provided by the City and other relevant utility companies) and provide planning level descriptions with conceptual exhibits. We anticipate receiving at least a current assessment study for water, sewer and stormwater mains (based on BKF's recent experience in the development of the Lawrence Station Area Plan) for which we received updated models based on the provided data.

The utility maps will be based on the MIG project area base map template. Depending on information provided by the utiHty owners, BKF will identify pipe siz.e and their approximate location and direction of flow (if available). BKF will also obtain existing dry utility maps including electric, gas, and telecommunications for informational purposes.

Following the collection of this data, BKF will complete a reconnaissance to confirm utilities are generally as shown on the provided base maps prior to preparing the Infrastructure and Utility Base Map. BKF staff will also meet with the City and utility providers to discuss any known existing capacity and condition issues. This task includes (3) meetings (1 meeting with City engineers/public works personnel and 2 with other key agencies).

Based on the above tasks, BKF will assist the project team with an engineering-level analysis of the storm drain, wastewater·, water, and recycled water utilities as well as a summary of available dry utility data. This analysis will indicate the existing utility framework that serves the area, along with a programmatic analysis of the perceived deficiencies and recommendations for reuse as part of the Specific Plan.

Task 2.4 Deliverables
• Draft and Revised Infrastructure Assessment Memo (Word/PDF) with exhibits for internal use (AutoCAD/Sketches/PDF}
• NOTE: Aerial topographic survey and field surveys are not included in this scope of work.

TASK EVALUATION OF FISCAL HEALTH
*NOTE: A single fiscal health evaluation will be conducted for both the Patrick Henry Drive and Freedom Circle Specific Plans.

To understand the overall fiscal health of the City, EPS will review historical trends and the current state of City finances to inform the planning process. Based on that information review, EPS will provide an overview of recent General Fund revenue and expenditure trends and how they affect the City's ability to provide public services and facilities to the respective Specific Plan areas.

The purpose of th is effort is to inform project staff and advisors of the major fiscal challenges and opportunities that should be addressed during the Specific Plan process. Specifically, this task will consider the generalized fiscal impacts of various development types (e.g., various residential densities, retail or office) being considered within the Plan Area. This task does not compare the fiscal impacts of the land use alternatives, but addresses the general flscal implications of land use decisions. Findings from this task will summarized in a fiscal trends and issues memorandum.

Task 2.5 Deliverables
• Draft and Final Fiscal Trends and Issues Memo {one for both projects) (Word/PDF) TASK 2.6: TRANSPORTATION CONTEXT
*NOTE: The transportation data collection and analysis will be coordinated closely with the Patrick Henry Drive Specific Plan project for efficiency and consistency.

The purpose of this task is to describe the existing transportation system in the plan area (generally spanning the area north of Highway 101 bound by Calabazas Creek, Tasman Drive, and San Tomas Aquino Creek), identify already-planned improvements, and prepare an initial list of potential blcycle/pedestrian/transit improvements and transportation demand management (TDM) policies for the Transportation Vision ofthe area, which will incor-porate General Plan pre-requisite policies. These tasks are further described below.

Hexagon will describe the existing transportation system in the plan area including roadways and bicycle/pedestrian/transit facilities. Existing operations of each transportation system component will be described based on available data. The operation of key intersections will be reported based on available traffrc data obtained from recent traffic reports prepared for other nearby developments. Transit load data will be obtained from nearby transit providers (VTA and ACE). Existing pedestrian and bicycle facilities and transit stop amenities within walking distance (1/2 mile) of the site will be confirmed through field visits. In addition, Hexagon will document the City's current TDM policies and TDM requirements imposed on recently approved developments in the area.

Hexagon will review planning documents prepared by the City of Santa Clara, VTA, the Metropolitan Transportation Commission (MTC), and Caltrans, as well as previously prepared transportation impact analysis reports for the approved nearby development projects to identify already-planned transportation improvements.

Constraints related to pedestrian travel (e.g. sidewalk widths), transit capacity (transit vehicle capacity and platform waiting areas), bicycle facilities (bike paths/lanes, and bicycle parking at nearby rail stations) and site access (number and location of project driveways and/or new streets) will be considered to identify potential bicycle/pedestrian/transit improvements.

Modifications to the City's current TDM policies that could support the plan area also will be described. A brief transportation context memo will be prepared to document existing conditions, near-term and cumulative constraints in the surrounding transportation network, and potential multimodat transportation improvements. The memo will be used to inform recommendations in the Vision Plan (Task 3).

Task 2.6 Deliverables
• Draft and Final Transportation Context Memo (one document for both projects) (VVo rd/PDF)
Task 2.6 Deliverables
TASK 2.7: ENVIRONMENTAL CONTAMINATION INQUIRY
*NOTE: A single environmental contamination inquiry will be conducted for both the Patrick Henry Drive and Freedom Circle Specific Plans.

Since the Specific Plan area includes light industrial uses, MIG will coordinate with EDR to conduct a search of hazardous waste conditions/sites in the Plan Area and provide a summary of findings,
Task 2.7 Deliverables
• Hazardous Materials Data Report (PDF)
TASK 2,8: JOBS/HOUSING BALANCE EVALUATION
MIG will evaluate the impacts of a potential land use change from employment to I in Freedom Circle on the City's jobs/housing balance. We will calculate the number of housing units and square feet of commercial space that could be accommodated in the Freedom Circle area, making assumptions for the share of land dedicated to each, development density/ intensity, and number of jobs. From these figures, we will estimate the impact to the City's jobs/housing balance from potential buildout scenarios.

MIG will evaluate the City's General Plan goals and land use map to consider whether other industrial areas slated for conversion should be protected if the Freedom Cirde land is converted to residential. These findings will be summarized in a memo to City staff (approximately 4-6 pages) and shared with the TAC, SSG and community for consideration.

Task 2.8 Deliverables
• Draft and Final Jobs/Housing Memo {approximately 4-6 pages) {Word/Excel/PDF) TASK 2.9: SETTING AND OPPORTUNITIES SUMMARY
Building upon the work done in the preceding Task 2 Subtasks, MIG will prepare a highly visual, easy-to-read, and user-friendly summary of key findings and opportunities. This report will include narrative, mapping, site photographs, and other graphics as appropriate. It will approximately 60-70 pages and be created in a PowerPoint format to provide easy onlrne posting and viewing, and to facilitate presentations to multiple audiences. City staff will be responsible for reviewing the document and providing ane consolidated set of City comments to the MIG Team. This summary will be presented at the first TAC and SSG meetings and community workshop to create a shared knowledge base amongst stakeholders and inform discussions about project vision and goals.

Task 2.9 Deliverables
• Draft and Final Setting and Opportunities Summary (60-70 pages) (PPT/PDF) TASK 3: VISION PLAN
MIG will develop a Vision Plan that presents a coherent and compelling vision of the broader planning area, generally spanning the area north of Highway 101 bound by Calaba2as Creek, Tasman Drive, and San Tomas Aquino Creek (hereafter referred to as the Vision Plan Area). The Vision Plan document will convey the City's desired future for this area to key decision-makers, business and property owners, employers and the development community. It will be a communication and coordination tool that will facilitate implementation of these multiple efforts.
*NOTE: This task will encompass both the Patrick Henry Drive and Freedom Circle Drive Specific Plan Areas and is included as a task in each. It is jointly funded by each project.

TASl<3.1: DATA AND PLAN REVIEW
MIG will review any relevant data, studies, plans and reports that are relevant within the Vision Plan area to complement our understanding of the Freedom Circle plan area. This includes Master Plans, policies, regulations, community engagement findings and other applicable resources identified or provided by the City and Vision Plan Area stakeholders.

Task 3. 1 Deliverable
• Vision Plan Context Memo highlighting key findings (approximately 3-5 pages) (Word/PDF)
TASK 3.2: STAKEHOLDER CONSULTATION
MIG will meet with individuals and/or small groups of stakeholders in the Vision Plan Area to understand the perspective of stakeholders, business and property owners that extend beyond the Specific Plan area. This task includes up to eight hours of in-person meetings with one MIG Team member.

Task 3.2 Deliverable
• Stakeholder interviews or focus groups (up to 8)
• Stakeholder Summary Memo highlighting key themes (Word/PDF) 8 C fy oi Santa Cl2ril I F,·e,d □"' Circi., Spcu/'c Pla11 TASK 3.3 VISION CHARRETTE
Building on the findings from Tasks 3.1 and 3.2, MIG will plan and facilitate an interactive charrette with City staff and area stakeholders to develop and refine an overarching vision for the Vision Plan Area and identify key urban design elements and other attributes. The group will discuss and identify potential identities (or "brands") for the broader area.

Task 3.3 Deliverables
• Draft and Final charrette materials: agenda, base maps, presentations and summary with photos and wallgraphic reduction (Word/PPT/PDF/JPG)
TASK 3.4 DRAFT VISION PLAN
MIG will develop a graphically-rich document that presents a coherent and compelling vision of the broader planning area, generally spanning the area north of Highway 101 bound by Calabazas Creek, Tasman Drive, and San Tomas Aquino Creek. The plan will describe and illustrate how the multiple plans in this area serve a single vision and contribute to a coherent sense of place.

The plan will present a vision and guiding principles, as well as concepts, diagrams and visualizations, as appropriate, for the broader planning area. It will include brief narrative and a series of plan-view diagrams illustrating open space, mobility and connectivity, land use, community amenities, and infrastructure concepts. Additional development proposals and catalytic site opportunities outside of the Specific Plan areas will also be explored, to provide the larger picture for how the sub-region may grow and evolve over the coming years.

The transportation context (Task 2.6) will be used to develop the transportation vision. Hexagon will review and comment on the Draft Vision Plan developed by MIG. The Draft Vision Plan will be reviewed by City staff and area stakeholders (if desired by the City). City staff will be responsible for reviewing the document and providing one consolidated set of City comments to the MIG Team.

Task 3.4 Deliverables
• Draft Vision Plan (approximately 20 pages) with up to 12 original graphics as well as precedent images (lnDesign/lllustrator/PDF)
TASK 3.5 FINAL VISION PLAN
Based on one set of consolidated comments from City staff, MIG will finalize the Vision Plan.

Task 3.5 Deliverable
• Final Vision Plan (lnDesign/lllustrator/PDF)
TASK 4: ALTERNATIVES DEVELOPMENT
TASl<4.1: COUNCIL/PLANNING COMMISSION STUDY SESSION #1
*NOTE: This and all Council and Commission meetings will be held jointly with the Patrick Henry Drive Specific Plan project.

MIG will meet with the City Council and Planning Commission during a joint session to present and receive feedback on the prerequisite studies and Vision Plan. MIG will provide one staff person and a PowerPoint presentation for this session .

Task 4.1 Deliverables
• City Council and Planning Commission Study Session materials: agenda and presentation, brief summary (Word/PPT /PDF)
TASK 4.2: STAKEHOLDER STEERING GROUP #1
MIG will plan and facil itate the first of four Stakeholder Steering Group (SSG) Meetings to present the Setting and Opportunities Summary and collect input on existing conditions; Plan Area assets, challenges and opportunities; big ideas for the future of the Freedom Circle area; and strategies to best engage the Santa Clara community in the Planning Process.

For All SSG Meetings, MIG will prepare meeting agendas and materials for review by City staff as well as facilitate and record the meeting. This scope assumes the City will be responsible for meeting invitations and logistics and that SSG meetings will be held on the same days as the TAC meetings.

Task 4.2 Deliverables
• Draft and Final SSG Meetings and materials: agenda, sign-in sheet, presentations and summaries with wallgraphic reduction (Word/PPT/PDF/JPG) TASK 4.3; COMMUNl1Y WORKSHOP #1 : VISION
*NOTE: This and all community workshops will be held jointly with the Patrick Henry Drive Specific Plan project.

MIG will plan and facilitate a dynamic community workshop to refine the vision for the Freedom Circle Plan Area. The agenda for this workshop will include a project introduction, summary of work to date, and facilitated small group discussions to refine an overall vision for the Plan Area.

The project team will present the draft Vision and Goals for discussion with residents and other interested community members.

MIG, in coordination with City staff, will be responsible for developing content, printing materials, and facilitating each workshop. MIG will provide one facilitator and one graphic recorder for this workshop. City staff will be responsible for securing workshop locations, printing and distributing announcements, printing handouts and providing refreshments.

Task 4.3 Deliverables
• Draft and Final Visioning Community Workshop
• materials: agenda and comment cards (Word/PDF) and presentation {PPT/PDF) and up to six boards (Illustrator/ PDF)
TASK4.4: DIGITAL DESIGN CHARRETTE
*NOTE: This digital design charrette will be held jointly with the Patrick Henry Drive project.

Based on the input from the first round of community engagement, MIG will develop up to six "bubble diagram" concepts to establish the range of project alternatives. This discussion and exercise shall serve as a starting point for the development of draft plan alternatives. MIG will review and discuss these concepts in an online meeting with the City's project leaders and then use these three concepts as the basis for our Digital Design Charrette.

The MIG Digital Design Charrette will engage City staff to define and refine Plan Alternatives.

At the discretion of the City, additional stakeholders may be included in this work session. MIG will use our own in-house Digital Design Charrette technology and methodology, which builds on proven charrette methods to explore design and planning scenarios with a set of digital tools that allow real-tlme response to new ideas, and numeric and three-dimensional analysis.

As ideas take shape, our facilitation team will illustrate them on a computer that is projected to a large display.

The digital nature of this process allows concepts to be vetted against any number of base map layers at any scale; concepts to be copied/saved/modified quickly; numeric analysis such as length and area calculations at the click of a button. Designing in 3D allows the project team to gather more meaningful input earlier in the process.

Task 4.4 Deliverables
• Creation of the 3D model (Sketch Up)
• Digital Design Charrette agenda, facilitation and summary with photos and graphics (Word/JPG/PDF)
TASK 4.5: PLAN ALTERNATIVES AND CONCEPT STUDY
Based on the outcomes of the Digital Design Charrette and input from City staff and stakeholders above, the MIG Team will develop up to three Plan Alternatives that will articulate distinct options for the future of the Plan Area. The Draft Alternatives will include descriptions and illustrations of urban design, land use, density, connectivity, open spaces, community facilities and site design or re-use concepts.

MIG will submit an Administrative Draft Concept Alternatives Study to City staff for review. City staff will provide the MIG Team one set of consolidated comments on the draft study. The MIG Team will then prepare a public draft Concept Alternatives Study that reflects City staff comments. These materials will then be reviewed at the Technical Advisory Committee and Stakeholder Steering Group meetings and community workshop in Task 5. The alternatives will be highly graphical and include descriptive text, a diagram and (including photo simulations and sketches} and maps, tables, and graphics as appropriate. · The MIG team will provide a brief analysis of each alternative that includes a comparison of the relative strengths and weaknesses of each. The alternatives will be evaluated against the project goals and/or indicators developed earlier in the planning process and identify any major issues.

Hexagon will assist MIG in this task by providing recommendations to the team regarding the multi modal access and circulation for up to three alternatives, including connectivity options for the Mission College Boulevard and Great America Parkway corridors. Hexagon will also evaluate the VMT per capita for up to three project alternatives to assess the potential transportation impacts of each alternative. BKF will provide high-level, qualitative input for the analysis and comparison of alternatives_ EPS will conduct detailed fiscal and economic analyses as described in Tasks 4.6 and 4.7 below.

MIG will prepare a succinct and highly-visual Alternative Concept Study that will summarize each Alternative and describe its relative advantages and impacts. It is anticipated that this summary will be developed in lnDesign and be approximately 40 pages in length. MIG will submit an Administrative Draft Concept Alternatives Study to City staff for review. City staff will provide the M!G Team one set of consolidated comments on the draft study. The MIG Team will then prepare a public draft Concept Alternatives Study that reflects City staff comments.

These materials wfll then be reviewed at of the Technical Advisory Committee and Stakeholder Steering Group meetings and the community workshop in Task 5.

Task 4.5 Deliverables
• Up to three Plan Alternatives (lnDesign/lllustrator/GIS/PDF) • Administrative Draft Concept Alternatives Summary (lnDesign/lllustrator/GIS) • Public Draft Concept Alternatives Summary (lnDesign/lllustrator/GIS) TASK 4_6: FJSCAL ANALYSIS OF LAND USE ALTERNATIVES
EPS will create a fiscal model to compare the impacts of various land use programs being considered for the Specific Plan on the City's General Fund budget at build-out The fiscal analysis compares General Fund revenues generated through property tax, sales tax, transfer tax and other sources with the costs of providing urban services to the Specific Plan area. The analysis will be based on a review of the City's most recent budget and selected interviews with City staff related to any unique attributes of the Specific Plan area. The cost and revenue estimates will be presented in a format that clearly indicates the net fiscal impacts as a result implementation of the Specific Plan. The research, analysis and conclusions of this technical work wiH be summarized in draft technical memoranda.

NOTE: The Patrick Henry Drive fiscal analysis will build on this work, including common assumptions related to per-unit costs and other baseline data.

Task 4.6 Deliverables
• Draft and Revised Draft Analysis Memo 0Nord/ PDF)
TASK 4.7: ECONOMIC IMPACT ANALYSIS OF ALTERNATIVES
EPS will assess the primary economic impacts of two alternative land use programs within the Specific Plan areas (i.e., one for each or two combined alternatives). This analysis will consider both net changes in total jobs within the Specific Plan area from different land use mixes and employment densities as well as potential City-wide impacts. The City-wide impacts will consider the "spill-over" or indirect spending associated with various land uses (e.g. housing versus office) as well as market considerations and the likelihood the off-setting development will occur elsewhere in the City. If necessary, the analysis may utilize economic multipliers from an input-output (1/0) analysis that quantifies jobs, employee compensation, value added, output, and other key variables.

Task 4,7 Deliverables
Draft and Revised Draft Economic Impact Analysis Memo 0Nord/Excel/PDF) TASK 5: PREFERRED ALTERNATIVE AND URBAN DESIGN, STREETSCAPE AND OPEN

SPACE STANDARDS
TASK 5.1: TECHNICAL ADVISORY COMMllTEE MEETING #1
*NOTE: This and all TAC Meetings will be held jointly with the Patrick Henry Drive Specific Plan.

MIG will plan and facilitate the first TAC meeting to present the Alternative Concept Study and collect input on the Plan Alternatives and direction on a Preferred Alternative. Input from this and other meetings {Tasks 5.2 and 5,3) will be used to select and refine the Preferred Alternative.

For all TAC Meetings, MiG will prepare meeting agendas and materials for review by City staff as well as facilitate and record the meeting. This scope assumes the City will be responsible for meeting invitations and logistics and that TAC meetings will be held on the same days as the Stakeholder Steering Group meetings.

Task S.1 Deliverables
• Draft and Final TAC Meetings and materials: agenda, sign-in sheet, presentations and summaries with wallgraphic reduction (Word/PPT/PDF/JPG) City u' Si>rUJ Ciwu [ l'r:.,cclorn C1·do Specific Pl,J11 13 TASK 5.2: STAKEHOLDER STEERING GROUP MEETING #2
MIG will plan and facilitate the second SSG meeting to present the Alternative Concept Study and input on the Plan Alternatives and direction on a Preferred Alternative.

Task 5.2 Deliverables
• Draft and Final Meeting and materials: agenda, sign~in sheet, presentations and summaries with wallgraphic reduction (Word/PPT/PDF/JPG) TASK 5.3: COMMUNITY WORKSHOP #2: ALTERNATIVES
*NOTE: This and all community workshops will be held jointly with the Patrick Henry Drive Specific Plan project.

MlG will plan and facilitate a community work.shop to help select the Preferred Alternative for the Freedom Circle Specific Plan. The agenda for this workshop will include presentation of Alternative Concept Study and interactive exercises to provide feedback on the three Plan Alternatives.

MIG will provide one facilitator and one graphic recorder for this work.shop, and one team member from Hexagon will attend.

Task 5.3 Deliverables
• Draft and Fina! Visioning Community Workshop materials: agenda and comment cards (Word/PDF) and presentation (PPT/PDF) and summary (Word/JPG/PDF) TASK 5.4: PREFERRED ALTERNATIVE
Following Tasks 5.1-5,3, MIG will hold an in-person work session with City staff to review input received on the Plan Alternatives, select a Preferred Alternative, and identify any needed changes to the Preferred Alternative. MIG will use this work session to confirm direction on the Urban Design, Streetscape and Open Space Standards (f ask 5.5).

Hexagon will provide recommendations to the team regarding access and circulation for the Preferred Alternative, including multi-modal connectivity to existing roadways, transit, bikeways, trails, and open spaces and areas to accommodate transportation network companies (e.g., Uber and Lyft) and private shuttles. Hexagon also will make recommendations on Transportation Demand Management (fDM) strategies and a TOM monitoring program to reduce impacts of vehicular traffic on the project area. The MIG Team will then revise the Preferred Alternative to serve as the basis for the Specific Plan. MIG will create a large-format Preferred Alternative for staff and stakeholder review. 14 Ci:y of Santc; Clara
Task 5.4 Deliverables
• Draft and Final Preferred Alternative Graphic (Illustrator/ PDF) TASK 5.5: URBAN N, STREETSCAPE AND OPEN SPACE STANDARDS *NOTE: The MIG Team will develop design guidelines that are applicable to both the Patrick Henry Drive and the Freedom Circle Specific Plans as well as those that are tailored to each project area.

The MIG Team will prepare a set of design guidelines and standards that dearly articulate a vision for future public and private improvements in the Plan Area. The guidelines and standards will rely heavily on images, renderings and sketches to convey desired outcomes and required elements. Clear guidance and illustrative examples will be provided for the following topics. ·
Open Space
Building on our parkland analysis and recommendations in Task 2, MIG will develop an open space framework that identifies the locations and amount of publfc and private open spaces recommended to serve new development. MIG will create and illustrate design guidelines and standards for public and privately-owned open spaces in the study area, including a focus on the interface of private developments {buildings) with the public realm, We will include strategies for programming and activating open spaces. MIG, with support from EPS, will identify potential tools for equitably sharing the costs of acquiring, designing and developing open spaces throughout the Plan Area.

Urban Design and Architecture
MIG will develop design guidelines for buildings in the Plan Area to ensure that they meet desired architectural standards and a meaningful interface with the public realm. This will include direction on height, massing, fai;ade articulation, setbacks and other considerations that support the desired qualities of development in the Plan Area. MIG will develop up to two prototypes of new development that can easily adapted by developers, contractors and business owners. The prototypes will focus on high-density mixed-use or residential products, consistent with the Preferred Alternative.

Streetscape and Circulation
MIG, supported by Hexagon, will develop design standards and guidelines, including street sections, for the streets within the Plan Area. The street cross-sections wiH be designed to accommodate the anticipated volume. The design standards wlll be developed based on street type and function for multi-modal users (pedestrians, bicyclists, buses, automobiles and trucks). The street standards wiil fit the context of the Plan Area to support project goals such as reduced vehicular speed, transit access and bicycle and pedestrian safety, Standards will address design guidance for street trees, landscaping and lighting; crosswalks, pedestrian and bicycle paths and transit stops; utility equipment; and opportunities for public art and placemaking.

City staff w'ill provide the MIG Team one set of consolidated comments on the administrative draft guidelines. The MIG Team will then prepare a revised draft for TAC, SSG and Planning Commission/Council review. These will ultimately be incorporated into the Draft Specific Plan.

Task 5.5 Deliverables
• Draft and Final Open Space Framework 0/Vord/ Illustrator/PDF) • Administrative Draft Design Guidelines (Word/JPEG/ Photoshop/Sketch-up/PDF) • Revised Draft Design Guidelines (lnDesign/JPEG/ Photoshop/Sketch-up/PDF) TASK 5.6: TECHNICAL ADVISORY COMMITTEE MEETING #2
*NOTE: This and all TAC Meetings will be held jointly with the Patrick Henry Drive Specific Plan.

MIG will plan and facilitate the second TAC meeting to present and collect feedback on the Preferred Alternative and Standards. Input from this and other meetings (Task 5.2 and 5.3) will be used to select and refine the Alternative and develop the Draft Plan.

Task 5.6 Deliverables
• Draft and Final TAC Meetings and materials: agenda, sign-in sheet, presentations and summaries with wallgraphic reduction (Word/PPT/PDF/JPG) TASK 5.7: STAKEHOLDER STEERING GROUP MEETING #3
MIG will plan and facilitate the third SSG meeting to present and collect feedback on the Preferred Alternative and Standards.

Task 5.7 Deliverables
• Draft and Final SSG Meetings and materials: agenda, sign-in sheet, presentations and summaries with
• wallgraphic reduction (Word/PPT/PDF/JPG)
TASK 5.8: PLANNING COMMISSION AND CITY COUNCIL STUDY SESSION #2 *NOTE: This and all Council I Commission Meetings will be held jointly with the Patrick Henry Drive Specific Plan,
MIG will meet with the City Council and Planning Commission in a joint study session to provide a project update and present the Preferred Alternative and stakeholder input. MIG will facilitate a discussion with the City Council and Planning Commission to confirm direction before developing the Draft Specific Plan.

Task S.8 Deliverables
• City Council and Planning Commission Study Session materials: agenda and presentation, brief summary (Word/PPT/PDF)
TASK 6: INFRASTRUCTURE DEVELOPMENT PLAN, BUDGET AND FINANCING STRATEGY "'NOTE: The Infrastructure financing and development strategies in Tasks 6.1 and 6.2 will be developed in coordination with the Patrick Henry Drive Specific Plan project to ensure consistency and efficiency. They will include strategies that apply to both plan areas. Common financial assumptions {i.e., average rents and prices) will apply to both.

TASK6.1: INFRASTRUCTURE DEVELOPMENT PLAN AND BUDGET
The MIG Team will develop an infrastructure development budget and financing strategy to support implementation of the land use and circulation system design standards of the Preferred Alternative. BKF will determine the infrastructure necessary to support the land uses and improvements identified in the Area Plan. This includes an analysis of the storm drain, wastewater, water, and recycled water utilities.

The analysis will indicate the future studies needed to verify the capacity and integrity of the utility systems. A rough order-of-magnitude budget for utility improvements and associated work will be included to support the financing strategy. BKF will also identify options available for the implementation of stormwater quality imp.ovements. We wil! review the City's existing stormwater treatment tools and identify recommendations best suited to the preferred alternative.

Task 6. 1 DeliverablM
• Draft and Revised Infrastructure Plan and Budget (Word/PDF) TASK 6.2: FINANCING STRATEGY
EPS will work with MIG and BKF to develop an infrastructure financing strategy for the Specific Plan. Team members will identify public improvements and preliminary phasing schemes for the proposed Specific Plan along with concept-level cost est'tmates. EPS wilt detail sources and uses of funds for public improvements in the Specific Plan, considering the financial capacity of proposed development. The financing strategy will address the following key issues; Development Financial Feasibilit>'
EPS will evaluate the impact of the infrastructure cost burdens on the overall financial feasibility of the private development components of the Spedfic Plan. This analysis will be based on City of S;an:a Clm.; ! :=reedorn C ,de Spuc::fic PIJn 17 information regarding the estimates of finished real estate values for private development. EPS will also consider equitable cost allocation methodologies that ensure cost burdens are feasible based upon industry standards. ·
Financing Mechanisms and Resources
EPS will assemble existing information on available City financial resources and programs, as fees, dedications and exactions, pending bond issues and evaluate their applfcabillty to the Freedom Circle Specific Plan Area, This review will be conducted in light of any specific financing constraints or requirements including affordable housing mitigation requirements, off site development impactfees, and any limitations on revenue generated from publicly owned land. To the extent that existing tools are unable to finance improvements and related maintenance costs, a variety of other financing mechanisms will be considered. These may include, but not be limited to: special assessments and taxes (e.g., Mello-Roos community facilities dlstricts, landscaping and lighting districts); certificates of participation (COP); Specific Plan fees; available government grants and aid, including potential County, and Federal sources; private contributions and donations, and voter-approved debt or tax increases.

The selection of financing mechanisms for the Specific Plan will be made in consultation with City and based upon financing principles, statutory and legal considerations, and industry standards; commitments regarding the availability of public sector funding; and negotiationbased preferences of stakeholders.

Task 6.2 Deliverables
• Draft and Revised Infrastructure Flnandng Strategy (Word/PDF) TASK 7: IMPLEMENTATION PLAN
*NOTE: The implementation strategies in Tasks 7, 1 and 7.2 will be developed in coordination with the Patrick Henry Drive Specific Plan project to ensure consistency and efficiency and include strategies that apply to both plan areas,
TASK7.1: IMPLEMENTATION ACTION PLAN
Based upon the information prepared during earlier tasks, MIG and EPS will develop a comprehensive Implementation Action Plan. Overall economic feasibility and "build-ability" will paramount, as the Specific Plan should result in real change to the Plan Area in the near term. In concert with the evafuation of financinR mechanisms in Task 6, the consultant team will prepare a preliminary phasing strategy for real estate development and infrastructure construction. The phasing strategy will be based on a number factors, including market considerations, funding opportunities, and public policy objectives. EPS will also integrate the preferred atternative into its financial model to test the impact of project feasibility. EPS will provide narrative description of the financing strategy for inclusion in the Specific Plan document.

The Action Plan will also provide detailed guidance for City to guide development in the 18 C1:y of Sa,ta Clar., I Fr1,;;::,crn C r::'2 Sp,H:if:: Pi;.:,.

Plan Area, including Zoning Code and General Plan updates. It will incorporate near- and longterm strategies for streetscape improvements; roles and responsibilities of the public and private sectors; financial incentives and programs; infrastructure needs and requirements; and targeted land assemblage, development and financing strategies for key parcels. The strategies will be drafted in a matrix format (outlining strategies, roles and responsibilities, initial costs, and funding mechanisms) of approximately five to ten pages.

Task 7,1 Deliverables
• Draft and Revised Implementation Action Plan 0/Vord/ Excel/PDF) TASK 7.2: TECHNICAL ADVISORY COMMITTEE (TAC) MEETING #3 *NOTE: This and all TAC Meetings will be held jointly with the Patrick Henry Drive Specific Plan.

MIG will plan and facil itate a TAC meeting to present and collect feedback on the Revised Infrastructure Plan and Budget, Financing Strategy and Implementation Action Plan. Staff and agency input collected at this session will be used to revise these plan elements before preparation of the Admin istrntive Draft Plan.

Task 7.2 Deliverables
• Draft and Final TAC Meetings and materials: agenda, sign-in sheet, presentations and summaries with wallgraphic reduction 0/Vord/PPT/PDF/JPG} TASK 8: PREPARATION OF THE FOCUS AREA PLAN
The Freedom Circle Specific Plan documents will clearly and concisely convey the desired vision and build-out of the Focus Area. All Plan documents will be written so that they can be easily accessed and understood not only by government officials, property owners and land developers, but by community residents and local business owners. Wherever possible, we will rely on illustrative examples rather than text to convey key concepts, so that these can easily be adapted and reflected in future development.

TASK 8.7: TRANSPORTATION POLICIES AND RECOMMENDATIONS
*NOTE: The team will identify policies and programs that apply to both the Freedom Circle and Patrick Henry Drive plan areas.

Hexagon will assist the project team in the development of the transportation-related Specific Plan policies and standards. They will be focused on creating a pedestrian and bicycle friendly environment to increase comfort and safety and will include an emphasis on direct access to nearby transit, the ACE station, and the San Tomas Aquino Creek Trail. These policies and standards will be consistent with the Vision Plan and will directly inform the Draft Specific Plan transportation policies prepared by the MIG Team (Task 8.3). Specific Plan policies and standards related to transportation will address the following subject areas:

Transit Access, Bicycle and Pedestrian and Vehicle Circulation Plan policies and standards will emphasize the need a multi-modal transportation network within the plan area including convenient transit access, facilities and programs to promote active transportation modes, and roadways that provide efficient circulation for all users.

Transportation Demand Management (TDM)
Specific Pian wilf establrsh TDM goals applicable to the Plan Area. Polrdes will outline requirements for the implementation of TOM measures most likely to be effective based on the specific land uses envisioned in the Plan area_ TOM Plan monitoring and reporting requirements will established.

Parking
The Specific Plan will set forth parking ratios for the land uses envisioned in the Plan area. The parking standards will be designed to be supportive of the need to reduce single-occupant vehicle trips and will reflect the changing transportation environment. Specific Plan policies will encourage the use of parking management strategies within mixed-use environments to ensui-e the efficient use of parking resources and to discourage parking intrusion beyond the Plan area.

Task 8.1 Deliverables
111 Draft and Final Transportation Policies and Standards Memorandum (one document for both projects} (Word/ Excel/PDF)
TASK 8.2: REVISED FJSCAL ANALYSIS OF PREFERRED ALTERNATIVE If needed, EPS will revise the fiscal impact analysis developed in Task 4.6 to account for any revisions to the Preferred Alternative following consultation with City staff, the TAC, SSG and Planning Commission and City Council.

Task 8.2 Deliverables
• Revised Fiscal Analysis Memo (Word/Excel/PDF)
TASK 8.3: ADMINISTRATIVE DRAFT SPECIFIC PLAN
The MIG Team will develop a Speclfic Plan that details a compelling vision for the future of the Plan Area along with a clear, realistic set of actions for implementation. The Draft Specific Plan will meet all State Specific Plan content requirements and address the unique conditions and needs of the Freedom Circle Area. Plan will include comprehensive narrative and supporting illustrations and graphics that outline a compelling vision and roadmap for the future. It will be focused on implementation, and will include clear steps necessary to create positive change in the Plan Area.

Before developing the Administrative Draft, MIG will develop a detailed Plan Outline for review by City staff. This will ensure the Administrative Draft addresses all required and desired plan components.

Anticipated pian chapters and content include:
· Introduction and Planning Process
Description of the planning process and how community and stakeholder input was collected and integrated into plan concepts.

Land Use and Housing
Description of land use designations, including a total number of residential units and a range of densities. This chapter will include square footage of non-residential, mixed-use, and employment-generating land uses as well as population and job projections.

Transportation and Parking
Description of multi- modal circulation network including new roadways and paths. Parking management strategies, TOD parking ratios and TDM measures and monitoring program.

Transit Access and Connectivity
Description of accessible multi-modal connections to existing and planned public transit, including the Tasman Drive light rail stations.

Design and Streetscape Standards
Policies and standards for pedestrian-friendly design and comfort and safety.

Public Realm Improvements
Standards to enhance overall livability of the area including placemaking and streetscape strategies.

Infrastructure and Public Services
Description of public services and infrastructure needed to implement the Plan, including coordination with plans for the properties north of the Plan Area.

Open Space Plan
Description of public and private open space plans and policies, including coordination with plans for the properties north of the Plan Area.

Implementation Plan
Actions and strategies for plan implementation, including timelines and phasing. lndudes planning-level cost estimates for infrastructure and likely effects on the City's budget.

Hexagon will review and comment on the Administrative Draft Specific Plan sections related to transportation, parking, transit access, and street design prepared by MIG. The Administrative Draft will be in Word format, with graphics attached and referenced in a PDF file, City staff will provide the MIG T earn with one set of consolidated edits.

Task 8.3 Deliverables
• Administrative Draft Specific Plan approximately 100 pages with 25 pages of PDF exhibits (Word/PDF)
TASK 8.4: SCREENCHECI( AND PUBLIC REVIEW DRAFT SPECIFIC PLAN MIG will develop an lnDesign template with sample illustrations for City review and comment.

Following review by City staff, the MIG Team will produce a Scresncheck Draft Specific Plan.

This draft will be formatted in lnDesign and include narrative1 photos, precedent images, diagrams and sketches/photo- simulations to illustrate the proposed improvements to the Plan Area. City staff will review the Screencheck Draft Plan and provide the MIG Team with one set of consolidated edits. MIG will then prepare a Public Review Draft Specific This draft will be presented to the TAC, SSG, Planning Commission, City Council and community at large.

Task 8.4 Deliverables
111 lnDesign Template (lnDesign/PDF)
• Screencheck Draft Specific Plan (lnDesign/JPG/GIS/ PDF) • Public Review Draft Speciffc Plan (lnDesign/JPG/GIS/ PDF) TASK 8.5: TECHNICAL ADVISORY COMMITTEE MEETtNG #4
*NOTE: This and all TAC Meetings will held jointly with the Patrick Henry Drive Specific Plan.

MIG will plan and facilitate a final TAC meeting to present and collect feedback on Draft Specific Plan.

Task 8.S Deliverables
• Draft and Final TAC Meetings and materials: agenda, sign-in sheet, presentations and summaries with wall graphic reduct[on (Word/PPT/PDF/JPG) TASK8.6: STAKEHOLDER STEERING GROUP MEETING #4
MIG will plan and facilitate a final SSG meeting to present and collect feedback on Draft Specific Plan.

Task 8.6 Deliverables
• Draft and Final SSG Meetings and materials: agenda, sign-in sheet, presentations and 22 C:y cf S,m,a Ch.,-a j ~ro<>:Jorn Crdc S;::,ccik f'lnr· summaries with wallgraphic reduction (Word/PPT/PDF/JPG) TASK 8.7: COMMUNITY WORKSHOP #3: DRAFT PLAN
*NOTE: This and all community wo,-kshops will be held jointly with the Patrick Henry Drive Specdic Plan.

MIG will plan and staff a citywide open house on the Public Review Draft Specific Plan. The MIG Team will provide a brief introduction and plan overview and be available to answer questions about the project and the major components of the plan. This will provide an opportunity for the public to provide feedback on the draft Specific Plan, including the policies, programs and implementation plan. MIG will prepare large "boards" that summarize new policy concepts and major improvements.

Task 8.7 Deliverables
• Community Open House materials: agenda and comment cards (Word/PDF) and, presentation (PPT / PDF) and up to twelve (12) 42x60' posters (In Design/ PDF) TASK 8.8: CITY COUNCIL AND PLANNING COMMISSION STUDY SESSION #3 *NOTE: This and all Council and Commission study sessions will be held jointly with the Patrick Henry Drive Specific Plan.

MIG will meet with the City Council and Planning Commission in a joint study session to provide a project update, discuss the draft Specific Plan, and describe community input received. MIG will facilitate a discussion with the City Council and Planning Commission to confirm any revisions to the draft Specific Plan. The culmination of this meeting wtll be direction on a revised Specific Plan.

Task 8.8 Deliverables
• City Council and Planning Commission Study Session materials: agenda and presentation, brief summary (Word/PPT/PDF)
TASK 8.9: FINAL DRAFT SPECIFIC PLAN
Following Tasks 8.3-8.6, MIG will hold an in-person meeting with City staff to review input received on the Draft Plan and confirm direction for the Final Draft Specific Plan. MIG will provide a list of revisions for City review. At this time, MIG and the City will collaborate to identify amendments required for Plan implementation for review with staff, Planning Commission and City Council. MIG will develop the Final Dr·aft Specific Plan for Commission and Council hearings.

Task 8.9 Deliverables
• List of plan revisions (Word/PDF)
• Amendments for plan implementation (Word/PDF)
• Final Draft Specific Plan (lnDesign/lllustrator/PDF)
TASK 9: PREPARATION OF PROGRAM/PROJECT EIR
TASK 9.1: INITIAL STUDY, PREPARATION AND SCOPING MEETING MlG's in-house environmental planning team wHI complete an Initial Study (IS) checklist and narrative (based on CEOA Guidelines Appendix G) to appropriately focus the topical contents of the Specific Plan's Environmental Impact Report (EIR). "focus topics" determined to have a "potentially significant impact" on the environment will then be further analyzed during development of the Draft EIR and refinement of the Spedffc Plan, with associated mitigation measures closely linked to Specific Plan strategies, development standards, and recommended improvements. MIG will also prepare the EIR Notice of Preparation (NOP) to attach to IS, and will attend one CEOA-requlred EIR scoping session with responsible/interested agencies and of the public. City wlll be responsible for reviewing and approving the NOP/IS, compiling the mailing list (with MIG assistance), and distributing the NOP/IS to responsible and interested agencies. As a viable option under CEOA, the City does not need to prepare an entire Appendix G checklist once the City has decided that an ElR is the requlred CEOA document.

Task 9.1 Deliverables
• Initial Study and NOP (Word/PDF)
TASK 9.2: TRANSPORTATION IMPACT ANALYSIS
*NOTE: Hexagon will prepare a single Transportation Impact Analysis (TIA) that evaluates the potential impacts of development as set forth in both the 1-rPPn,r'lm Circle and Patrick Henry Drive Specific Plans. This will include one set of intersection counts and a single existing conditions traffic analysis, one set of forecasted volumes and intersection LOS calculations for cumulative no project and cumulative plus project conditions and a single TIA report.

The purpose of the traffic impact analysis (TIA) is to satisfy requirements of the City of Santa Clara and the Congestion Management Program {CMP) of the Santa Clara Valley Transportation Authority (VTA). The study will determine the traffic impacts of the proposed Plan Area development on key intersections in the vicinity of the site during weekday AM and PM peak hours. The study area will be determined based on the vr A's travel demand forecast model.

Preliminarily, we estimate that the TIA will include the analysis of up to 50 intersections, 40 freeway segments, and 25 freeway ramps. Additional study intersections, freeway segments or ramps will require authorization and additional budget.

The VT A travel demand model will be used to develop traffic forecasts for city streets and freeways, project trips, public transit ridership, and VMT. It is assumed that the model's land use and transportation network inputs will be refined under a separate contract for the proposed Kylll mixed-use development. If the Kylll project is cancelled or delayed, additional services would be required to refine the model as part of this contract.

The to be included in the analysis are:

Site Reconnaissance
The physical characteristics of site and the surrounding roadway network will be reviewed to identify existing roadway cross-sections, intersection lane configurations, traffic control devices, and surrounding land uses.

Observation of Existing Traffic Conditions in the Study Area Existing traffic conditions will observed in the field in order to identify any operational deficiencies and to confirm the accuracy of calculated levels of service. Freeway ramps will be observed for queurng.

Data Collection
Existing weekday AM (7:00 - 9:00 AM) and PM (4:00 - 6:00 PM) peak-hour traffic volumes will be obtained from the City of Santa Clara, and traffic reports recently prepared for other nearby projects. New manual peak-hour turning movement counts will be conducted at locations where the avallable count data is outdated (more than two years old). It is assumed that 30 intersections will need to be counted. PM peak-hour counts for CMP intersections will obtained from the CMP database. Freeway segment traffic counts will be obtained from the latest Congestion Management Program (CMP) monitoring report. Freeway ramp volumes will be obtained from Caltrans and supplemented with new manual peak-hour counts, if necessary.

Freeway ramp queues and metering rates will be counted in the field.

Evaluation of Existing Conditions
Existing traffic conditions will be evaluated based on existing traffic volumes at the study intersections. The existing traffic condit'1ons at the key study intersections will be evaluated using the TRAFFIX software, which employs the 2000 Highway Capacity Manual (HCM) methodology for intersection analyses and is the designated level of service methodology for the City of Santa Clara.

EVALUATION OF EXISTING PLUS PROJECT CONDITIONS
Intersection levels of service under existing plus project conditions will be evaluated using the TRAFFIX software. Project trip generation will be determined based on ITE trip rates with appropriate reductions for internalization and usage of alternative modes. Intersection level of service calculations will be conducted to estimate existing plus project traffic conditions during the AM and PM peak hours with buildout of the Master Community Plan. Trip distribution and assignment for the project will be determined with the VTA travel demand forecasting model. lntersection impacts associated with the development of the proposed project will be evaluated relative to existing conditions.

Evaluation of Background Conditions
Background traffic volumes will be determined by adding traffic from approved projects in the area. Lists of approved projects will be obtained from Santa Clara, San Jose, Sunnyvale, and Cupertino. Hexagon will determine the amount of traffic generated by the apprnved projects and will assign it to the study intersections using logical distribution and assignment assumptions. Intersection levels of service under background conditions will be evaluated using the City methodology.

Evaluation of Background Plus Project Conditions
Background plus project traffic forecasts will be developed under two scenarios to reflect the full buildout of each Plan Area by itself. Intersection levels of service under two background plus project scenarios (one for each Specific Plan) will be evaluated using the TRAFFIX software.

Intersection level of service calculations will be conducted to estimate background plus project traffic conditions during the AM and PM peak hours upon buildout of the Plan Area.

Intersection impacts associated with the buildout of each Plan Area will be evaluated relative to background conditions.

Freeway Segment and Ramp Analysis
Project trips will be assigned to freeway segments and ramps in accordance with the trip distribution patterns determined from the model. The number of trips on nearby freeway segments will be compared to the CM P's threshold for determining the need for freeway level of service analysis. Freeway segments that require a level of service analysis will be analyzed for the AM and PM peak hours as required by the CMP guidelines. Freeway ramps will be evaluated based on volume~to-capadty ratios for queuing. The results of this task will be documented in the traffic study.

Site Access, On-Site Circulation and Parking
The internal roadways and site driveways depicted in each Specific Plan will be reviewed to determine the overall adequacy of the site access and on-site circulation in accordance with generally accepted traffic engineering standards and to identify any access or circulation issues that should be improved. An analysis of vehicle operations and queuing and pedestrian safety on the site will be included in the traffic study. The parking demand ratios set forth in each Specific Plan will be compared to ITE's published nationwide parking survey data, and available local parking survey data. The analysis will consider the reduction in parking demand associated with the selected TOM strategies as well as creative parking solutions, such as shared parking to confirm the proposed parking ratios will ensure sufficient parking to fulfill the anticipated demand.

Signal Warrant Analysis
The need forfuture signalization of unsignalized study intersections will be evaluated on the basis of the Peak Hour Warrant (Warrant 3 - Part B) in the California Manual on Uniform Traffic Control Devices. The warrant will be evaluated using peak-hour volumes for all study scenarios.

Evaluation of Vehicle Queuing
For selected locations where the buildout of the Plan Area would add a significant number of left-turning vehicles, the adequacy of existing/planned storage at turn pockets will be assessed by means of comparison with expected maximum vehicle queues. Vehicle queues will be estimated using a Poisson probability distribution. It is anticipated that up to 30 intersections will be analyzed for queuing.

Bicycle, Pedestrian, and Transit Facilities
A qualitative anafysis of the project's effect on bicycle and pedestrian circulation in the study area will be included in the traffic report. Any impacts of the project on the nearby facilities will be identified and improvements recommended to mitigate the impacts. The project's effects on transit facilities will include an analysis transit route capacfty, rail station platform passenger capacity, and transit vehicle travel times.

Evaluation of Cumulative Conditions
Cumulative traffic volumes without and with buildout of both the Patrick Henry and Freedom Circle Specific Plans wHI be estimated using the \/TA travel demand model. Cumulative conditions will reflect future development (City Place and other pending development) and transportation improvements anticipated to occur by the year 2040. Intersection level of service calculations will be performed to evaluate cumulative conditions both without and with the buildout of both Specific Plans.

Description of Impacts and Recommendations
Based on the results of the level of service calculations, impacts of the site-generated traffic will be identified and described. Recommendations will be formulated that identify the locations and types of improvements or modifications necessary to mitigate significant near-term or longrange project impacts. Improvements could include street widenings, lane additions, changes in lane usage, modifications to existing traffic signals, installation of new traffic signals, or improvements to pedestrian, bicycle, or transit facilities.

Mitigation Measures
Hexagon will identify any significant project and cumulative impacts and recommend mitigation measures for these. The anticipated improvements to be identified by Hexagon and are likely to include minor intersection improvements, lane additions, re-striping, intersection operations, signal timing, phasing, etc. Based on the recommendations in the TIA MIG will develop conceptual layouts for up to 12 sites. BKF will review the plan, provide comments, and upon reaching an agreement on the improvements, BKF will start the planning-level cost estimate pertinent to such improvements.

Planning-Level Cost Estimates
BKF will provide planning-level cost estimates for mitigation measures (improvements) required for the Patrick Henry and Freedom Circle Area Specific Plans. The cost estimate will be based on the concepts and descrfptions provided to us and will be separated based on each specific plan area {scope of work for each area). This task assumes coordination with the transportation consultant and the City and two iterations with minor modifications. It includes take-offs.

Fair-Share Calculations for Impacted Intersections
Using up to two fair-share methods, Hexagon wHI prepare fair share calculations for the impacted intersections under Existing with Project Conditions, Background with Project Conditions, and Cumulative with Project Conditions. These fair share calculations will be prepared for the Freedom Circle Specific Plan, the Patrick Henry Specific Plan and both Specific Plans combined (nine total scenarios) and documented in an excel spreadsheet for C]ty staff use.

Reports
Hexagon's findings and recommendations will be summarized in an administrative draft report.

Following review and comment on the administrative draft MIG and the City, a draft report wlll be submitted. Hexagon will prepare a final report that "',.,,,,,,,<e,""' all of the comments received from the environmental consultant and City of Santa Clara staff on the draft transportation report.

TASK 9.3: ESTIMATE VEHICLE MILES TRAVELED
Hexagon will prepare vehicle miles traveled (\/MT) estimates for use in air quality modeling for greenhouse gas (GHG) emissions analysis for the environmental document. The VMT estimates will be prepared for no-project, Patrick Henry Drive Specific Plan, Freedom Circle Specific Plan, and both Specific Plans combined. These estimates would be used to estimate greenhouse GHG emissions by another consultant. The VMT associated with buildout of the Plan Area(s) will be estimated using the VTA travel forecast model. The model inputs will reflect internalization of project trips, transit reductions, and proposed TDM measures. The total VMT will be divided by the Plan Area's employment and residents to calculate the VMT per The Plan Area's VMT per capita will be compared to the countywide average VMT per capita data also estimated using the VT A model.

Bill 743 Coordination
As a result of SB 743, VMT will level of service (LOS} as a CEQA s!gniffcance criterion by January 1, 2020. This scope retains level of service analyses as this study is being conducted during the transition period. scope of work includes 12 hours of staff time for preliminary discussions regarding the selection ofVMTthresholds and calculation methods.

Task 9.3 Deliverables
• VMT Estimates for Patrick Henry Drive Specific Plan, Freedom Circle Specific Plan, and both Specific Plans combined wilf be documented in the transportation analysis report (Word/Excel/PDF)
TASK 9.4: EVALUATE PROJECT ALTERNATIVES
Hexagon will estimate the project trip generation for up to three project alternatives to be evaluated in the Draft EIR. A qualitative assessment potential impacts associated with each alternative will be conducted based on a comparison of the trips generated by each alternative versus the proposed project.

Task 9.4 Deliverables
• Vehicle Trip Generation estimates for up to scenarios [Word/Excel/PDF) TASK 9.5: DRAFT ENVIRONMENTAL IMPACT REPORT (EiR)
*NOTE: The Draft E/R will prepared in coordinat(on with the Patrick Henry Drive Specific Plain DEIR. This will include one database search and existing conditions assessments for both projects; the concurrent development of project descriptions and identification of impact findings that apply to both Pian Areas.

The MIG Team will develop a Draft El R that considers all aspects of Specific Plan implementation to streamline both future entitlements and CEOA work. Mitigations will be developed through close coordination with Specific Plan strategies and development standards, integration of uniformly applicable development standards (CEOA section 15183 - Projects Consistent with a Community Plan or Zoning), and application of compatible and feasible mitigation measures from recent projects (such as the Transit Corridors Plan EIR). In turn, the evaluation of focus topics in the Draft EIR will not necessarily result in significant environmental impacts but instead will identify how these proactive measures will avoid or reduce potential impacts to less-than-significant levels, without the need for additional mitigation. Similarly, feasible mitigation measures will be written to be incorporated directly into the Freedom Circle Specific Plan as development standat·ds. Th is integration of the Specific Plan and EIR will prepare the City for CEOA streamlining of more detailed, future development proposals in the Plan Area.

This task will concurrent and collaborative with the Specific Plan preparation process. MIG will prepare an Administrative Draft EIR for City staff review, then a Screencheck Draft EIR will be prepared for final review by a limited number of City staff before a public release Draft EIR is completed.

EIR topic areas and potential CEOA-defined impacts will be aligned with Specific Plan components. Specific Plan strategies and development standards will address environmental topics such as sustainability, efficient land use, and connectivity, which in turn will avoid or reduce potential impacts. The EIR will not react to a completed Freedom Circle Specific Plan; rather, the environmental analysts and its foundational studies will be intimately woven into and inform the Specific Plan process.

CEOA encourages the efficient use of applicable, certified CEQA documents and discourages redundancy. The El R will enable streamlined CEOA review for future individual development proposals, based on the following CEOA Guidelines sections:
• 15168- Program EIR
• 15183 - Projects Consistent with a Community Plan or Zoning • 15183.3 Streamlining for Infill Projects
• 15063 - Initial Study
• 15152-Tiering
• 15162 Subsequent E/Rs and Negative Declarations
• 15163- Supplement to an EIR
• Current CEOA and land use case law
Each of the CEOA Guidelines sections listed above affords opportunities for significan:
streamlining. As one example, we prepared the program EIR for the Redwood City Downtown Precise Plan and are now the on-call CEOA consultant for preparing internal Initial Study checklists (as an attachment to the staff reports) for individual project proposals in the plan area.

Since 2013, fifteen individual projects have been approved using this process, with no further CEQA review required.

As part of this task, we will prepare a summary of guidelines explaining how the City can apply these CEOA streamlining opportunities to future individual projects. We recommend that the guidelines be printed separately as a handout for individual project applicants - to explain how a streamlined CEOA process can be applied to their projects. This proactive approach can help the applicant better understand how the City's process can save the applicant time and money.

MIG will prepare an that addresses the following environmental topics and questions included in CEOA Guidelines Appendix G (Environmental Checklist Form), as listed below.

Potential project and cumulative impacts under each of these required topics will be determined and evaluated with text, graphics, and tables, Based on existing environmental conditions and Specific Plan components, some topics will be evaluated in more detail than others. This task forms the basis of the Administrative Draft EIR, which will include a separate chapter on each of the following CEOA-defined environmental issues:
• Aesthetics
• Air Quality
• Biological Resources
• Cultural /Historic/Tribal Resources
• Geology and Soils
• Greenhouse Gas Emissions
• Hazards and Hazardous Materials
• Hydrology and Water Ouality
• Land Use and Planning
• Noise
• Population and Housing
• Public Services
• Recreation
• Transportation/Traffic
• Utilities and Service Systems
MIG will draft the transportation section of the Draft E!R (DEIR) using the final transportation impact analysis report (Task 9.2). MIG's in-house team will complete technical studies for air quality, greenhouse gas emlssions, energy consumption, nolse and cultural/tribal resources. We will evaluate the level of Toxic Air Contaminant (TAC) given the site's proximity to Highway 101.

EPS will provide relevant support for the demographic, economic and estate trends to provide market~ based parameters for the Ef R. The analysis will consist of an assessment of Santa Clara's demographic trends and labor force characteristics over the last ten to fifteen years, to confirm the likely range of population and housing growth through buildout of the Specific Plan. The results of Task 2.8 (Jobs/Housing Balance Analysis) will be summarized in the EIR's Population and Housing chapter.

Before EIR mitigation measures are recommended within any environmental topic area, MIG will identify Specific Plan components (e.g., development standards) that would avoid or reduce potentially significant impacts.

The MIG Team will prepare an Administrative Draft EIR in Word format, with graphics included.

City staff will provide the MIG T earn with one set of consolidated, internally consistent edits.

The MIG Team will produce a Screencheck Draft EIR based on City staff comments. City staff will review the Screencheck Draft EiR and provide the MIG Team with one set of consolidated, internally consistent edits. MIG will then prepare a Public Draft EIR based on staff edits.

Task 9.5 Deliverabtes
• Administrative Draft EIR (Word/PDF)
• Screencheck Draft EIR (Word/PDF)
• Public Release Draft EIR (Word/PDF/15 hard copies/15 CDS) TASK 10: EIR CERTIFICATION AND ADOPTION OF FREEDOM CIRCLE SPECIFIC PLAN TASK 10.1: RESPONSE TO PUBLIC COMMENTS
The MIG Team wlll respond to all public and agency comments received on the Draft EIR during the 45-day public review period. Hexagon will assist MIG in responding to transportation reiated comments. Up to 32 hours staff time are allotted for this task (16 hours for each Specific Plan). Responding to comments that require any new analyses that is beyond the above-listed scope of services or revisions to the transportation impact analysis assumptions or methodology will be considered an additional service.

Task 10.1 Deliverables
• Response to public and agency comments (Word/PDF)
• Revised Transportation impact Analysis (Word/Excel/ PDF) TASK 10.2: FINAL EIR
MIG will prepare a Final EIR and a Mitigation Monitoring and Reporting Program for adoption c ~Ian 31
with the Specific Plan. An Administrative Final EIR will be delivered for City staff review before a public release Final EIR is completed. City staff will be responsibl'e for reviewing and providing one consolidated, internally consistent set of City comments to the MIG Team on the Administrative Final EIR, Final EIR, and the Mitigation Monitoring and Reporting Program.

Task 10.2 Deliverables
• Draft Final EIR with Mitigation Monitoring Report (Word/PDF/10 hard copies) • Final EIR (Word/PDF/25 hard copies)
TASK 10.3: PLANNING COMMISSION AND COUNCIL MEETINGS
*NOTE: This and all Commission and Council Meetings will be held jointly with the Patrick Henry Drive Specific Plan project.

The MIG Team will meet with the Planning Commission and City Council during the plan adoption process to present, discuss and receive input/direction on the DraFt Specific Plan and EIR. This task includes participation by MIG at four public hearings and two study sessions (in addition to Tasks 5.4, 5.9 and 8.8 above).

Task 10.3 Deliverables
• Planning Commission City Council Work Session/ Hearing materials for up to six meetings: staff report content and presentation (I.Nord/PPT/PDF) TASK 10.4: FINAL ADOPTED SPECIFIC PLAN
Based upon the input received at the meetings and hearings in Task 10.3, MIG will create a Final Specific Plan for adoption that reflects all agreed-upon changes. We will work with City staff to confirm Commission and Council direction and complete one round of revisions to the Plan prior to adoption.

Task 10.4 Deliverables
• Final Specific Plan for adoption (lnDesign/Word/PDF)
• Adopted Specific Plan with amendments for plan implementation (lnDeslgnNlord/PDF) TASK 11: PROJECT MANAGEMENT AND MEETINGS
*NOTE: Some project coordination and team meetings will address both the Patrick Henry Drive and Freedom Circle Specific Plans. Project invoices, budgets and progress reports will be specific to each.
32 Ci:y ofSa1ta Clara· Freeoorn C.r<:·e Specific: P1,w
MIG will have the lead role managing the team and process to ensure the project remains on budget and schedule. We will work collaboratively with City staff, ensuring the project stays on schedule and budget through regular communication, planning and troubleshooting.

TASK 11.1: MONTHLY PROGRESS REPORTS AND INVOICING
MIG will prepare succinct monthly progress reports that include work completed during the prior month, work to be conducted during the following month, budget updates, and any contract or schedule items that may arise. The progress reports will be a key tool used by the City and MIG to keep the project on schedule, and will be included in each invoice submitted to the City. City staff will be responsible for reviewing and providing any comments on the monthly progress reports.

Task 11.1 Deliverables
• Monthly invoices and progress reports (up to 18) (Word/ Excel/PDF) TASK 1'1 .2: ONGOING PROJECT MANAGEMENT
This task accounts for the MIG Team's regular project management and coordination (emails, calls, data transfers, etc.) with both City staff and the subconsultant team as well as project setup and close-out.

Task 11.2 Deliverables
• Ongoing email and phone coordination and communication TASK 11.3: PROJECT TEAM MEETINGS
The Project Management Team will attend bi-weekly (every other week) conference calls with City staff to coordinate on the project, discuss strategies and work products, and schedule near term items and data needs. Chris Beynon and/or Ellie Fiore will attend each of these calls. The Deputy Project Manager, subconsultants or technical staff will be included in calls related to their tasks or work products as needed. As such, the budget assumes a reasonable level of involvement for all team members during the duration of the project. City staff will be responsible for reviewing draft agendas (via email) and participating in calls.

In addition to the bi-weekly calls, the Project Management Team will meet quarterly with City staff in Santa Clara to discuss the project, review key work products, and strategize about upcoming events or milestone documents. The budget assumes five of these meetings will occur during the duration of the project. City staff will be responsible for securing meeting space, reviewing draft agendas and participating in the meetings.

Task 11.3 Deliverables
• Five Quarterly Team Meetings: Meeting agenda, wall graphic, and summary ('vVord/ JPG/PDF)
• Bi-weekly Conference Calls (up to 36)
TASK 11,4: STAKEHOLDER AND PUBLIC AGENCY COORDINATION
In addition to our TAC and SSG meetings described above, the MIG Team will coordinate and/or meet with local stakeholders as needed during the Specific Pian process. These meetings will allow us to respond to inquiries from the community, address any issues or opportunities that may arise over the 16-month project and support City staff in their coordination with other public agencies, This task includes emails, phone calls and up to five meetings with stakeholders and other agencies during the project, as directed by City staff.

Task 11.4 Deliverables
• Up to five stakeholder meetings and materials: agendas, presentations {as needed) and brief summaries ('vVord/PPT /PDF)
Assumptions
The preceding scope of work and associated budget are based on the following assumptions. • The joint and coordinated tasks that include elements of both the Freedom Circle and Patrick Henry Dive projects are noted above. The cost efficiencies and shared costs associated with each is reflected In its budget.
• MIG will produce printed copies of documents as indicated by the Scope of Work; otheiwise, all documents will provided electronically for the City to reproduce and/or distribute. • The MIG Team will provide draft examples and suggestions for document format, graphic look and content for milestone documents. City staff will provide clear direction for preferred format, graphics and content for milestone documents.
• One round of review is budgeted for all products unless otherwise specified in the work scope.

All comments from City staff will be consolidated into a single set of comments in a single document and any conflicting input will be resolved by City staff before direction is sent to MIG. • The City will arrange, advertise, and provide handouts and refreshments for all public meetings, community group presentations, workshops, study sessions and public hearings, unless otherwise noted in the Work Plan. The MIG T earn will provide content and lead the meetings, workshops and study sessions as noted in the Work Plan. MIG will provide brief summaries of public and community meetings.
• The City wi!I be responsible for noticing and advertising all public workshops and hearings. • The City will be responsible for completing and circulating any required CEQA documentation, • The project budget is an estimate of how project costs are allocated among tasks and subtasks and among Consultant team members. The MIG Team will not exceed the total contract amount without the express approval of the City. The prime consultant (MIG, Inc.) may reallocate costs among phases and tasks and consultant team members as needed to carry out the tasks in either Work Plan. MIG will notify the City of significant cost reallocations in conjunction with monthly invoicing and progress reports.

Freedom Circle Specific Plan: Milestone Schedule
June 2018

TASK START
1: Project Initiation August 2018
2: Prerequisite Studies and Existing Conditions li\ugust 2018 3: Vision Plan !August 2018
14: Alternatives Development November 2018
5: Preferred Alternative March 2019
6: Infrastructure, Budget and Financing Strategy May 2019 7: Implementation Plan May 2.019
8: Focus Area Plan !April 2019
9: EIR Preparation ~pril 2019
10: EIR Certification and Plan Adoption October 2019
11: Project Management ONGOING

COMPLETION
September 2018
October 2018
December 2018
February 2019
lA.prll 2019
Liune 2019
Uune 2019
October 2019
October 2019
January 2020

EXHIBIT B

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

The Consultant has provided a schedule of rates and fees which includes all billing amounts and costs entitled, "Freedom Circle Specific Plan Budget" dated June 2018, which is attached to this Exhibit B. In no event shall the amount billed to City by Contractor for seivlces under this Agreement exceed efght hundred forty thousand five hundred dollars ($840,500), subject to budget appropriations.

Agreement with MIG - Freedom Circle/Exhibit B-Schedule of Fees Rev. 07-01-18

Page 1 ends

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EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

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

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated Agreement with MIG - Freedom Circle /Exhfbit C-lnsurance Requirements Rev. 07-01-18

Page 1 ends

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

C. WORKERS' COMPENSATION

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 Consultant. Covered services as designated in the policy must specifically include work performed under this agreement Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney's Office.

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

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 Agreement with MIG - Freedom Circle /Exhibit C-lnsurance Requirements Rev. 07-01-18
Page2
2,

3. or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

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 lndemnitres may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.

Cancellation.
a. Each insurance policy shall contain language or be endorsed ta renect 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 effeciive 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 reast thirty (30) days prior to the effective date of nonrenewal.

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

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 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 Agreement with MIG- Freedom Circle /Exhibit C-lnsurance Requirements Rev. 07-01-18

Page 3 ends

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. E~DENCEOFCOMPLIANCE
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 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]
Agreement with MIG - Freedom Circle /Exhibit ◊Insurance Requirements Rev. 07-01-18
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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.

Agreement with MIG- Freedom Circle /Exhibit C-lnsurance Requirements Rev. 07-01-18
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
18-647 Agenda Date: 7/17/2018

REPORT TO COUNCIL

SUBJECT
Action on Patrick Henry Drive and Freedom Circle Specific Plan Consultant Contracts and Funding Agreements

EXECUTIVE SUMMARY
Following prior City Council direction to commence preparation and issue a Request for Proposals for Specific Plans for the Patrick Henry and Freedom Circle areas in northern Santa Clara, staff has selected a consultant and prepared a draft contract for City Council consideration. Per Council direction and in accordance with the General Plan, preparation of the Specific Plans would be funded by property owners and/or developers with an interest in the Specific Plan area. Funding agreements are also attached for City Council consideration.

Preparation of the Specific Plans would commence once the full amount of funding has been provided by the developers, anticipated to begin in September of this year and to be completed in early 2020. The Specific Plan process will provide for robust community engagement, stakeholder input and coordination with other land use development activities in Santa Clara. The Specific Plan process will also include preparation of prerequisite studies as called for in the General Plan.

BACKGROUND
The City of Santa Clara 2010-2035 General Plan establishes the long-term goals for the City’s future and guides daily decision-making related to land use and the delivery of City services. The General Plan was most recently comprehensively updated in 2010. A phasing strategy and the identification of future Focus Areas were key components added into the General Plan as part of the 2010 update.

Each Focus Area allows for the conversion of non-residential land to high density residential use in order to support the City’s future population growth needs. The General Plan anticipates the preparation of a precise plan (or Specific Plan) for each Focus Area prior to its implementation. The preparation of a precise plan is intended to establish a framework for the successful development of the Focus Areas in a manner that supports the quality of life for future and existing residents. The plans will thus establish land use and design standards, a plan for amenities and infrastructure and other ingredients necessary for a well designed and functioning neighborhood.

In July 2017, the City Council directed staff to commence preparation of Specific Plans for the Patrick Henry and Freedom Circle areas and approved specific language to include in a Request for Proposals (RFP) for each of the Specific Plan areas. The Patrick Henry area is identified in the General Plan as a Focus Area on the west side of Great America Parkway, along Patrick Henry drive, just north of Mission College. While the Freedom Circle area is not identified in the General Plan as a Focus Area, the City Council also directed staff to prepare a Specific Plan for the area along City of Santa Clara Page 1 of 6 Printed on 7/13/2018
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18-647 Agenda Date: 7/17/2018
Freedom Circle between Great America Parkway and San Tomas Aquino creek. This direction was made in response to a privately initiated request to amend the General Plan to allow high-density mixed-use within the area that the Council decided not to allow to proceed independently.

The City’s General Plan allows Future Focus Area plans to be initiated by one or more private parties who provide funding to the City for planning the entire Focus Area with the intent that the City takes the lead in the planning process. The General Plan also identifies several prerequisite studies that should be conducted prior to the development of Phase 3 Focus Areas, which includes Patrick Henry.

Following Council direction, staff issued a RFP for consultant services to prepare Specific Plans for the Patrick Henry and Freedom Circle areas and to prepare the prerequisite studies identified in the City’s General Plan.

A total of eight firms responded to the RFP for the two Specific Plan areas. Based upon an initial scoring of these firms, five were selected for interview and staff identified a preferred firm, MIG, Inc., to prepare both plan areas. Once staff and the consultant agreed upon the scope for Specific Plan work, staff worked with the respective property owners of each Specific Plan area to prepare a funding agreement for each plan.

DISCUSSION
A Specific Plan establishes more detailed vision, goals and objectives for a Focus Area than what is provided within the General Plan. The Specific Plan also streamlines future entitlements for individual projects by promoting certainty in the development review process. Design guidelines in the Specific Plan will give developers clear direction for allowable uses, form, massing, and relationship to the public realm. Subsequent project approvals can also make use of the environmental review prepared in support of the Specific Plan adoption.

Because the Patrick Henry Drive and Freedom Circle plan areas are located proximate to each other north of Highway 101 and will require similar types of analyses, and it is desirable to conduct a highly coordinated community engagement process for the two Plans, it would be efficient and beneficial for the City to proceed with a single consultant. The recommended firm, MIG, Inc., has demonstrated a strong understanding of the City’s objectives for a community-based planning process that will result in a land use plan that will both establish a strong vision for a positive public realm and be implementable under near-term market conditions. MIG has demonstrated the ability to complete Specific Plans within agreed upon budgets and timeframes, including effective community engagement and stakeholder outreach processes. Specific Plans prepared by this consultant are both comprehensive and concise and can be easily used by developers as well as the general public for development guidance. Staff therefore recommends that the City Council authorize the City Manager to proceed with the proposed consultant contracts with MIG, Incorporated for the Patrick Henry Drive and Freedom Circle plans.

The proposed agreements with MIG will provide for the preparation of the Specific Plan for adoption along with the associated Environmental Impact Report (EIR), and new zoning designations to implement the General Plan land use policies. The consultant will also conduct community engagement activities and prepare a commercial services/retail retention plan. The Specific Plan process is currently anticipated for completion in early 2020, at a cost not exceeding a total of $1,652,000 for both Specific Plans.

Patrick Henry Drive Specific Plan Scope
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18-647 Agenda Date: 7/17/2018
The proposed Patrick Henry Drive Specific Plan Area is approximately 76 acres located at the western boundary of the City of Santa Clara at Calabazas Creek, bounded generally by the HetchHetchy right-of way to the north, Great America Parkway to the east, and Mission College Boulevard to the south. The City of Sunnyvale lies to the west, across Calabazas Creek. Immediately to the north of the Hetch-Hetchy right-of-way is the former Yahoo! Campus, now owned by Kylli. (See Figure 1 on the attached map.) The Tasman Drive light rail line is approximately ten minutes walking distance from any portion of the Patrick Henry Focus Area, and public transit is also available on Great America Parkway. The Patrick Henry Drive area contains 17 light industrial properties and three public streets, with access to Great America Parkway and Mission College Boulevard. The building stock in the Patrick Henry Drive area consist mostly of one and two-story concrete tilt-up industrial buildings built in the late 1970s and early 1980s, with a series of distinctive four-story concrete buildings along the east side of Old Ironsides Drive.

Staff anticipates that the City will want the Specific Plan Area to support residential densities in excess of 100 dwelling units per acre (DU/AC), along with new neighborhood serving retail and public services similar to the planning for the Tasman East Focus Area. The Specific Plan area is currently designated as a mix of Low and High Intensity Office/R&D, but is shown on the General Plan Phase III map as High Density Residential, with maximum residential densities of 50 DU/AC. The General Plan designation for this area would be updated as part of the Specific Plan process to accommodate higher densities and a mix of land uses.

The Patrick Henry Specific Plan will also be closely coordinated with the privately proposed Kylli development project immediately to the north of the Specific plan area on the former Yahoo! campus site. This 49 acre site was previously entitled for the development of up to 3 million square feet of office space. Kylli is currently working on an application to expand this entitlement to allow an additional 500,000 square feet of office use, 6,000 residential units, a hotel and other supporting commercial uses, and open space and a possible educational facility. The draft Patrick Henry Specific Plan consultant contract scope includes consideration of the future development proposed on the Kylli site and an objective to seamlessly integrate the two areas into a complete, vibrant, walkable neighborhood anticipating that amenities such as parkland, retail, and public uses may be shared between the two areas. The Patrick Henry Specific Plan will also evaluate if some portion of the Plan area should be preserved for industrial use in recognition of the amount of residential proposed by Kylli and the increasingly mixed-use character of the area.

Freedom Circle Specific Plan Scope
The Freedom Circle area encompasses approximately 138 acres of gross land area in north Santa Clara, bounded generally by Highway 101 to the south, Great America Parkway to the west, a combination of Patrick Henry Drive and Great America Theme Park to the north, and San Tomas Aquino Creek to the east. (See Figure 2 on the attached map.) This area would include sixteen commercial or light industrial properties and four public streets with access to public transit available on Great America Parkway and Mission College Boulevard. This Specific Plan area is being brought forward per prior City Council direction, following the City’s decision in 2017 not to proceed with a requested General Plan Amendment submitted by the Greystar Development Group.

The buildings in the Freedom Circle area are a mix of concrete tilt-ups, office towers, and single-use commercial buildings such as the Santa Clara Marriott Hotel and Pedro’s Cantina. The majority of the Greystar site, which sits directly north of 101 and directly west of San Tomas Aquino Creek, is undeveloped with the exception of a small commercial (restaurant) building located at the southwest City of Santa Clara Page 3 of 6 Printed on 7/13/2018
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18-647 Agenda Date: 7/17/2018
corner of the site.

Unlike in identified Focus Areas where the City anticipates conversion of all or a large majority of lands to residential use, the General Plan anticipated preservation of this area for employment use, recognizing that it currently supports key commercial and office uses. Accordingly, the Freedom Circle Specific Plan RFP asks the consultant to evaluate a generally even mix of employment and residential uses consistent with overall General Plan goals. If the City prepares a Specific Plan for this area, it is anticipated that it would support residential densities in excess of 100 dwelling units per acre (DU/AC), along with a mix of high intensity office and commercial uses, forming a mixed-use, high-density employment and residential district. The Freedom Circle area is thus anticipated to develop at densities and intensities that are more vertical in character and could necessitate steelframe construction.

Key Objectives
The City's key objectives for the Patrick Henry Drive and Freedom Circle Specific Plans were identified in the RFP as follows:

1. Placemaking - the Plan should support the development of a complete neighborhood that incorporates public and private amenities, including parklands and other open spaces, along with services, organized into an attractive, walkable urban environment.

2. Equity - the Plan should distribute the anticipated future costs and benefits of new development among property owners in an equitable manner.

3. Feasibility - the Plan should include a land use plan and implementation tools as necessary to provide for a straight-forward, streamlined implementation process.

4. Economic Sustainability - preparation of the Plan should include an analysis of the economic and fiscal impacts of the conversion of land from commercial/industrial to residential use and an evaluation of potential off-setting conversion of other existing commercial/industrial lands designated for future residential use within the General Plan. The Plan should also consider the retention of key industrial or commercial sites within the Plan area to maximize the overall economic benefit of future land uses and to produce a complete community.

Prerequisite Studies
The General Plan specifies that Phase III Future Focus Areas require additional planning as a prerequisite to development. These Future Focus Areas would facilitate a change in land use from existing underutilized office and industrial uses to higher ‐
density residential and mixed
‐
use
neighborhoods with a full complement of supportive services. Careful planning of each area is essential to ensure the provision of adequate infrastructure and services, an appropriate interface with surrounding development and access to transit, open space and recreation. The City’s RFPs indicated that prerequisite studies called for in the General Plan would need to be completed either as part of the subject Specific Plan process or for the Freedom Circle Specific Plan if that process City of Santa Clara Page 4 of 6 Printed on 7/13/2018
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18-647 Agenda Date: 7/17/2018
occurs in advance or concurrent with the Patrick Henry Specific Plan process. Among other analyses, the prerequisite studies will evaluate:
· Citywide parkland ratios;
· Adequacy of infrastructure (water, sanitary sewer conveyance, wastewater treatment, solid waste disposal, storm drain, natural gas, and energy demand and facilities); · Fiscal impacts associated with the land use changes;
· Emergency response times; and
· Bicycle, pedestrian, and transit improvements.

North of Bayshore Plan
The proposed contract scope includes preparation of a consolidated North of Bayshore Plan document that will show how the land uses and infrastructure needs for development of the two Specific Plan areas are coordinated with each other, the Kylli development, Mission College, Great America, and other land uses in the area, as well as how the overall development has been addressed through the prerequisite studies.]

ENVIRONMENTAL REVIEW
The current action is Statutorily Exempt per CEQA Guidelines Section 15262, Feasibility and Planning Studies, in that the proposed action is to engage a consultant to prepare plans for possible future actions that have not yet been approved, adopted, or funded and that will not have a legally binding effect on later activities. The specific plans will undergo environmental review and an environmental document will be brought to the City Council when the Council considers the specific plans for approval in 2020.

FISCAL IMPACT
Development of the Specific Plan will align with the City’s current budget which includes capacity for staff to work on long-range planning efforts and because preparation of the Specific Plan will be developer-funded, per Future Focus Area Policy 5.4.7-P3. The City has prepared draft funding agreements (attached) with developer groups for both Specific Plan areas, which require the developers to provide sufficient funds to cover the full cost of the Specific Plan prior to the City’s initiation of the contract with MIG, Inc. Total funds of $1,711,502 ($900,000 for the Freedom Circle Specific Plan and $811,502 for the Patrick Henry Drive Specific Plan) will be deposited by the developers into accounts established by the City for the consultant services. The funds for the two separate plans will be held in separate accounts, which will be used to pay the consultant on a monthly basis. In the event that additional services are required of the Consultant, the scope and cost will be agreed upon in writing, and the developers will deposit funds in an amount equal to the cost of the additional services into the City’s established accounts prior to commencement of work. A ten percent contingency has been built in to the contract budgets. In the event that there are funds remaining in the deposit accounts, those funds would be returned to the developer groups and shared on a pro-rata basis.

After the completion of the Specific Plan, the City could adopt a Specific Plan Fee, per Government Code Section 65456, which allows cities to collect fees to cover the creation and administration of Specific Plans. In this case, the fees collected could be used to both reimburse the developer, and to City of Santa Clara Page 5 of 6 Printed on 7/13/2018
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18-647 Agenda Date: 7/17/2018
pay for City staff time related to the documented costs for creation and administration of the plan.

Per the State provisions that enable this fee a future user fee study is not required.

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

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

RECOMMENDATION

1. Authorize the City Manager to execute a professional services contract with MIG, Inc. for the Patrick Henry Drive Specific Plan for a not-to-exceed amount of $811,502, subject to execution of a funding agreement between the Patrick Henry Drive developers and the City.

2. Authorize the City Manager to execute a funding agreement with the Patrick Henry Drive developers, in substantially the form attached hereto, subject to minor modifications approved by the City Manager.

3. Authorize the City Manager to execute a professional services contract with MIG, Inc. for the Freedom Circle Specific Plan for a not-to-exceed amount of $840,497, subject to execution of a funding agreement between the Freedom Circle developers and the City.

4. Authorize the City Manager to execute a funding agreement with the Freedom Circle developers, in substantially the form attached hereto, subject to minor modifications approved by the City Manager.

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

ATTACHMENTS

1. Patrick Henry Drive and Freedom Circle aerials

2. Draft contract for the Patrick Henry Drive Specific Plan

3. Draft funding agreement for the Patrick Henry Drive Specific Plan

4. Draft contract for the Freedom Circle Specific Plan

5. Draft funding agreement for the Freedom Circle Specific Plan City of Santa Clara Page 6 of 6 Printed on 7/13/2018
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REIMBURSEMENT AGREEMENT

FOR SPECIFIC PLANNING AND ENVIRONMENTAL PLANNING SERVICES

FOR THE FREEDOM CIRCLE SPECIFIC PLAN
THIS AGREEMENT is dated for identification this2!f_ llfiay of August, 2018, by and among the CITY OF SANTA CLARA, a chartered California municipal corporation with its primary business address at 1500 Warbmton Avenue, Santa Clara, California, 95050 (hereinafter "CITY"), FREEDOM CIRCLE VENTURE, LLC, a Delaware limited liability company, with its primary business address at 450 Sansome Street, Suite 500, San Francisco, CA 94111 ("FCV"), THE SOB RA TO ORGANIZATION, a California limited liability company with its primary business address at 10600 N01th De Anza Boulevard, Suite 20, Cupertino, CA 95014 ("TSO"), and FREEDOM CIRCLE LLC, a California limited liability company with its primary business address at 5451 Great America Parkway, Santa Clara CA 95054 ("TIC" and together with FCV and TSO, collectively, the "APPLICANTS"). CITY and any of the APPLICANTS may be referred to individually as a "Paity" or collectively as the "Parties" or the "Paities to this Agreement."

RECITALS
WHEREAS, CITY is initiating a Specific Plan and related Environmental Review (collectively, the "Freedom Circle Specific Plan") for ce1tain real property commonly known as the "Freedom Circle Plan Area"; and ·
. WHEREAS, APPLICANTS desire to develop separate mixed-use or residential projects (each a "Project") upon real property owned by APPLICANTS within the Freedom Circle Plan Area and prepare and submit applications to CITY for approval of the development and construction of their Projects (the "Applications"); and WHEREAS, the processing of the Applications, preparation of the Freedom Circle Specific Plan and evaluation of the potential impacts of the Projects requires specialized expe1tise; and
WHEREAS, CITY is in need of specialized consulting services to review the Projects for such impacts, prepare the Freedom Circle Specific Plan and process the Applications for the Projects (the "Consultant Services") and CITY intends to enter into the agreement attached hereto as Attachment "A" (the "Service Agreement") with MIG (hereinafter referred to as "Consultant"), whereby Consultant will provide the Consultant Services to CITY; and WHEREAS, APPLICANTS are willing and able to provide funding for the reimbursement of CITY' s costs for the Consultant Services provided by Consultant pursuant to the terms of the Service Agreement.

NOW, THEREFORE, in consideration of the recitals and mutual promises contained herein, CITY and APPLICANTS agree as follows:
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ARTICLE I - REIMBURSEMENT OF COSTS OJ? CONSULTANT SERVICES APPLICANTS shall deposit funds into a deposit account established by CITY (the "Deposit Account") in accordance with Article II below. The funds deposited into the Deposit Account shall be used to reimburse CITY for the costs of the Consultant Services provided by Consultant pursuant to the tenns of the Service Agreement. City agrees to enter into the Service Agreement with Consultant promptly following APPLICANTS' deposit of the Original Deposit Amount (as defined below) into the Deposit Account. The Consultant shall perform the Consultant Services (including the preparation of a Specific Plan document and an environmental document on behalf of CITY to evaluate environmental impacts and the completion of the other work contracted for in the Service Agreement), as directed by CITY in accordance with the Service Agreement and Consultant's "Scope of Work" set forth therein.

ARTICLE II FUNDING OF DEPOSIT ACCOUNT
A. Promptly following the execution of this Agreement, APPLICANTS shall deposit funds into the Deposit Account for the purposes stated in A1ticle I above in the amount of Nine Hundred Thousand dollars ($900,000.00) (the "Original Deposit Amount"). Each of the APPLICANTS shall deposit an amount equal to one-third of the Original Deposit Amount into the Deposit Account. Provided any unexpended funds in the Deposit Account have not been previously returned to APPLICANTS in accordance with Paragraph C of A1ticle IV below, such funds shall be returned to the APPLICANTS promptly after the City Council of CITY makes a decision on whether to certify the Final Environmental Impact Report for the Freedom Circle Plan Area. At any APPLICANT'S request, CITY shall promptly provide such APPLICANT with copies of all invoices and other documents (the "Cost Records") to verify the amounts released from the Deposit Account to reimburse CITY for the costs of the Consultant Services provided by Consultant pursuant to the terms of the Service Agreement. If any audit reveals inaccuracies between the Cost Records and the amounts released from the Deposit Account to reimburse CITY for the costs of the Consultant Services provided by Consultant pursuant to the te1ms of the Service Agreement, CITY shall cause such inaccuracy to be corrected within thi1ty (30) days of CITY'S receipt of such audit.

B. CITY agrees to stay within the scope and budget of the Service Agreement. In the event that additional services are required of Consultant, each of the APPLICANTS shall have the right to review and approve such additional services and the costs thereof, which approval may be granted or withheld by each of the APPLICANTS in its sole and absolute discretion. If CITY and APPLICANTS cannot agree to the scope and cost of said additional services in writing, this Agreement may be terminated by any Pa1ty pursuant to Article IV. CITY and APPLICANTS agree that each APPLICANT shall pay a one-third share of such additional funding, unless the patties agree to an alternate funding allocation as part of the review and approval of the scope and cost of said additional services. If CITY and APPLICANTS agree to the scope and cost of said additional services in writing, APPLICANTS shall deposit funds in an amount equal to the cost of said additional services into the Deposit Account (with each of the APPLICANTS depositing an amount equal to one-third of such costs into the Deposit Account) prior to the commencement of said additional services by the Consultant. -2-
C. CITY reserves the right to seek reimbursement for costs incurred by City from any third patties who submit development applications under the Freedom Circle Specific Plan for prope1ties within or in vicinity of the Freedom Circle Plan Area in the future. Any such reimbursement received by CITY from such third parties shall be paid by CITY to APPLICANTS, in equal one-third shares, promptly following CITY's receipt thereof in order to reimburse APPLICANTS for the funds withdrawn from the Deposit Account to reimburse CITY for the costs of the Consultant Services provided by Consultant pursuant to the terms of the Service Agreement.

ARTICLE III - CITY'S RESPONSIBILITIES
A. Except as otherwise provided in this Agreement, CITY shall diligently and in good faith administer the Service Agreement in accordance with the scope of work set forth therein.

B. CITY shall designate in writing a representative authorized to act on its behalf and to interact with APPLICANTS and Consultant with respect to this Agreement.

C. CITY shall not amend the "scope of work" or "compensation for services" provisions or any other provisions of the Service Agreement without APPLICANTS' prior written approval, which approval may be granted or withheld by each of the APPLICANTS in its sole and absolute discretion.

D. CITY shall forward any written information supplied by APPLICANTS to Consultant for its review. Consultant1s scope of work and bid were based on the information available as of March 1, 2018, and CITY shall provide such information to APPLICANTS. As required by State law, CITY, as lead agency for the Freedom Circle Specific Plan, is required to make the final determination of the adequacy and completeness of the environmental evaluation and documentation for the Freedom Circle Specific Plan. CITY will control and administer the Service Agreement between CITY and Consultant.

ARTICLE IV -TERM AND TERMINATION
A. The effective term of this Agreement shall be from the date of execution of this Agreement until the date the Consultant Services to be performed by Consultant in accordance with the te1ms of the Service Agreement have been fully perf01med and paid for, unless this Agreement is te1minated earlier in accordance with Paragraph B below.

B. Any of the Parties may terminate this Agreement without cause by giving the other Parties written notice of such termination ("Notice of Te1mination"), which clearly expresses that Patty's intent to terminate this Agreement, and this Agreement shall terminate on the date that is thitty (30) calendar days after such Party's delivery of the Notice of Termination to the other Parties. In the event a Party elects to te1minate the Agreement, the City and the remaining APPLICANTS shall meet and confer regarding the potential amendment or extension of this or a replacement Agreement to fund completion of the Specific Plan and related Environmental Review on terms that are mutually agreed upon by the CITY and non-tenninating APPLICANTS.
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C. In the event of the tennination of this Agreement or the Service Agreement prior to the completion of the Consultant Services to be perfonned by Consultant in accordance with the terms of the Service Agreement, CITY shall promptly thereafter (i) prepare and deliver to APPLICANTS a statement of all amounts paid by CITY to Consultant in accordance with the terms of the Service Agreement and (ii) refund to APPLICANTS, in equal one-third shares, the Original Deposit Amount, less the amounts paid by CITY to Consultant in accordance with the terms of the Service Agreement as of the date of the te1mination of this Agreement.

ARTICLE V - GENERAL PROVISIONS
A. Successors and Assigns. This Agreement is binding on APPLICANTS and their respective agents, successors and assigns and legal representatives. APPLICANTS shall not assign or transfe1' their interest in this Agreement without the prior written consent of CITY, which shall not unreasonably be withheld, and any attempt to do so shall be voidable by CITY.

B. Applicable Laws and Attorneys' Fees. This Agreement shall be construed and enforced pursuant to the laws of the State of California. Should any legal action be brought by a Party for breach of this Agreement or to enforce any provision herein, the prevailing Party of such action shall be entitled to reasonable attorneys' fees, comt costs, and such other costs as may be fixed by the court. Reasonable attorneys' fees of the City Attorney's Office, if private counsel is not used, shall be based on comparable fees of private attorneys practicing in Santa Clara County.

C. Amendment. This Agreement may only be amended in writing and signed by all Parties. CITY and APPLICANTS acknowledge and agree that subsequent Patties may be added to this Agreement by way of amendment to establish such Parties' responsibility for their proportional share in the costs associated with the Service Agreement.

D. Entire Agreement. This Agreement contains the entire understanding between the Patties with respect to the subject matter herein. There are no representations, agreements or understandings (whether oral or written) between or among the Parties relating to the subject matter of this Agreement which are not fully expressed herein. If the attachments or exhibits to this Agreement, if any, are inconsistent with this Agreement, this Agreement shall control.

Public Records. The Parties recognize and acknowledge that CITY is subject to the California Public Records Act, California Government Code Section 6250 and following.

Public records are subject to disclosure.

Notices. Any notice required to be given to APPLICANTS shall be deemed to be duly and properly given if mailed to APPLICANTS, postage prepaid, addressed to:

FREEDOM CIRCLE VENTURE, LLC
450 Sansome Street, Suite 500
San Francisco, CA 94111
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SOBRATO ORGANIZATION
10600 North De Anza Boulevard, Suite 20
Cupe1tino, CA 95014

FREEDOM CIRCLE LLC
5451 Great America Parkway
Santa Clara, CA 95054
or personally delivered to APPLICANTS at such address or at such other addresses as APPLICANTS may designate in writing to CITY.

Any notice required to be given CITY shall be deemed to be duly and properly given if mailed to CITY, postage prepaid, addressed to:

John Davidson, Planning Division
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
or personally delivered to CITY at such address or at such other addresses as CITY may designate in writing to APPLICANTS.
[Signature Page Follows]
-5-
IN WI1NESS WHEREOF, this Agreement, dated '¾.J-Jt 2018, between the City of Santa Clara and APPLICANTS for services related to planning services, is executed by CITY and APPLICANT.
tt1ty Attorney

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
~-=--=A~ __ =:-__ _
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615~2210
fo f NNJFER Y AMAGUMA
Acting City Clerk
Fax: (408)241-6771
"CITY"
FREEDOM CIRCLE VENTIJRE, LLC, a Delaware limited liability company By: w---
(Signature of Person executing the Agreement on behalf of Applicant) Name: Ali Warner
Title: Vice President
Local Address: 450 Sansome Street, Suite 500
San Francisco, CA 94111
Email Address: [email protected]
Telephone: (415) 524-0992

RGANIZATION
By: ~ Ii'' m~ny
(Signaturlof executing the Agreement on behalf of
Applicant)
Name: Peter Tsai
Title:

Local Address:

Email Address:

Telephone:

Vice-President, Real Estate Development
10600 N. De Anza Boulevard, Suite 200
Cupertino, CA 95014
[email protected]
(408) 886-6549
-6-
' .. '

FREEDOM CIRCLE LLC
A California limited liability eompany
By: ...-/'l/,11 I?/) A,~ 71uCIZZ£~L
(S~~ executing the Agre~n'behnlfof
Applicant)
Name: Carlene Matchniff
Title: Vice President, Government Relations
Local Address: 5451 Great America Pkwy
Santa Clara, CA 95054
Email
Address: [email protected]
Telephone: (408) 330-0196
'' APPLICANTS"
-7-
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-663 Agenda Date: 6/7/2022

REPORT TO COUNCIL

SUBJECT
Action on Public Service Grant Amendment No.3 with Rebuilding Silicon Valley Together for the Rebuilding Minor Repair Program

COUNCIL PILLAR
Promote and Enhance Economic, Housing, and Transportation Development

BACKGROUND
Rebuilding Together Silicon Valley’s Minor Repair Program provides low-income homeowners (households at 80% of Area Median Income and below) with home rehabilitation services. The subsidy of home repairs for owner-occupied residences address substandard housing conditions and maintains affordable housing for a segment of the City’s low-income residents. Assistance is in the form of grants to homeowners, and repairs can include roofs, hot water heaters, accessibility improvements, furnaces, bathroom repairs, and other maintenance needs. Grants may not exceed $25,000.

DISCUSSION
The City has historically conducted both loan and grant programs for the rehabilitation of singlefamily residences for low income residents in Santa Clara. These housing rehabilitation programs are funded with Housing and Urban Development (HUD) Community Development Block Grant (CDBG) federal grant funds. Based on declining demand, the City recently reduced its funding for the loanbased Neighborhood Conservation Improvement Program (NCIP) for FY 2022/23 and has directed the bulk of its CDBG funds to support Capital Improvement Projects for public facilities and affordable housing. With the scaling back of the NCIP program, the City may see greater demand for its grantbased rehabilitation program. The City’s partnership with Rebuilding Together Silicon Valley will provide flexibility for the City to continue to address the need for homeowner rehabilitation and meet demand for possible increases to the grant-based program utilizing CDBG funding.

Staff is seeking Council approval to amend the agreement with Rebuilding Together Silicon Valley to extend the term for another year and increase the not-to-exceed contract amount to $150,000.

Funding allocations for this program have been included in the Annual Action Plan for fiscal year 2022-2023.

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.

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22-663 Agenda Date: 6/7/2022

FISCAL IMPACT
The 2022-2023 Annual Action Plan, approved by City Council on May 10, 2022, details the funds allocated to Rebuilding Together Silicon Valley. Funding will be effective July 1, 2022 through June 30, 2023. This funding is assumed in the FY 2022/23 Proposed Budget.

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 report to council 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
Approve and authorize the City Manager to execute Amendment No. 3 for the Grant Agreement with Rebuilding Together Silicon Valley for an amount not to exceed $150,000 for their Minor Repair Program, and all related documents effective July 1, 2022 through June 30, 2023 contingent upon available funding and appropriation of funds, to extend the terms.

Reviewed by: Andrew Crabtree, Director, Community Development Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. 2022-2023 Rebuilding Together Silicon Valley - Amendment No. 3 City of Santa Clara Page 2 of 2 Printed on 6/3/2022
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SUMMARY PAGE
Agency: Rebuilding Together Silicon Valley
Project: Homeowner Rehabilitation Project
Description: The Homeowner Rehabilitation Project will preserve and maintain affordable housing by providing rehabilitation services to lowincome homeowners of the City of Santa Clara who occupy their homes. Rehabilitation made to the homes will provide
homeowners a safe and sanitary living environment. The primary consideration of repairs to the home will be correcting deficiencies that create substandard and unsafe housing conditions
AMENDMENT NO. 3 FY22/23
Award (not to exceed): $150,000 CDFA #: 14.218 (CDBG) B-22-MC-06-0022 Term of the Agreement: Start Date: July 1, 2022 End Date: June 30, 2023 PARTIES TO AGREEMENT:

ORGANIZATION CITY OF SANTA CLARA
Organization Name: Rebuilding Together Silicon
Valley
Housing & Community
Services Division
Address for Legal
Notice:
1701 S. 7th Street, Ste. #10 1500 Warburton Avenue.

City/State/Zip Code: San Jose, CA 95112 Santa Clara, CA 95050 Attention: Deanne Everton
Executive Director
Office of the City Manager
Email Address: [email protected]
Telephone No.: (408) 578-9519
Tax ID 77-0289381
DUNS #: 17547055
Type of Entity: 501 (c) 3 public benefit corp.

State of Incorporation
or Residency:

California
Ebix Insurance # S200004294
2022-2023 Rebuilding Together Silicon Valley – Amendment 3 Page 2 Ebix Insurance No. S2000004294
AMENDMENT NO. 3

TO PUBLIC SERVICE GRANT AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

REBUILDING TOGETHER SILICON VALLEY

PREAMBLE
This agreement (“Amendment No. 3”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Rebuilding Together Silicon Valley, a California nonprofit corporation (“Organization”). City and Organization 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 “Public Service Grant Agreement By And Between The City of Santa Clara, California, and Rebuilding Together Silicon Valley” (“Organization”), dated October 9, 2019 (the “Original Agreement”); and
B. The Parties previously entered into an agreement entitled “Amendment No. 1 To The Public Service Agreement By and Between The City of Santa Clara, California and Rebuilding Together Silicon Valley” (“Organization”) dated January 29, 2021 (“Amendment 1”); and
C. The Parties previously entered into an agreement entitled “Amendment No. 2” to the Public Service Agreement By and Between The City of Santa Clara, California and Rebuilding Together Silicon Valley (“Organization”) dated March 9, 2022 (“Amendment 2”), and
D. The Parties now wish to amend the Original Agreement to provide the same services as stated in the Original Agreement.

E. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:
2022-2023 Rebuilding Together Silicon Valley – Amendment 3 Page 3

AGREEMENT TERMS AND CONDITIONS

1. AMENDMENT TO AGREEMENT TERMS AND CONDITIONS
That Section 2 titled “Funding Appropriation” of the Original Agreement, as amended by Amendment No. 3 is hereby amended in its entirety with the following:

Pursuant to the provisions of Title I of the Housing and Community Development Act of 1974, Public Law 93-383, as amended, the City has received Community Development Block Grant funds (“CDBG”) from the Department of Housing and Urban Development (“HUD”) as an entitlement. From the CDBG grant funds, City has appropriated an amount not to exceed ONE HUNDRED FIFTY THOUSAND
DOLLARS ($150,000) (“Grant Funds’), subject to budget
appropriations, to be given to Organization.

Upon Organization’s compliance with the terms and conditions of this Agreement, City will contribute to Organization the amount set forth in this Section. The Grant Funds shall not be used for any other purpose than to pay expenses (or if said expenses have already been paid by Organization, then for reimbursement of same to Organization) related to the purpose of the Grant, as set forth in Exhibit A. None of the City’s Contribution will be used to pay for any expenses of Organization incurred before the start of the Term of Agreement. All work performed or materials provided in excess of the maximum compensation or work performed or materials provided that are deemed ineligible shall be at the Organization’s expense.

That Section 3 titled “Term of Agreement” of the Original Agreement as amended by Amendment No. 3 is hereby amended in its entirety with the following:

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 July 1, 2022 and terminate on June 30, 2023.

A. Unless otherwise mutually agreed upon by the Parties, the Scope of Services (Exhibit A) shall remain the same for each year of funding. If Organization’s appropriation for the next year decreases/increases significantly from the previous year’s appropriation, the Parties will negotiate adjustments to Exhibit A.

That Section 7 titled “Obligations of City” of the Original Agreement as amended by Amendment No. 3 is hereby amended in its entirety with the following:
2022-2023 Rebuilding Together Silicon Valley – Amendment 3 Page 4 Utilization of Funds: Funds shall be paid by City to Organization only for eligible expenses incurred during the term of the Agreement. The term of this Agreement shall begin July 1, 2022 and terminate on June 30, 2023.

That Exhibit A titled “Scope of Services” of the Original Agreement is hereby replaced and supplanted by the updated Exhibit A attached hereto.

That Exhibit B titled “Performance Measures & Reporting Requirements” of the Original Agreement is hereby replaced and supplanted by the updated Exhibit B attached hereto.

That Exhibit C titled “Budget & Basis for Reimbursement” of the Original Agreement as amended by Amendment No. 3 is hereby replaced and supplanted by the updated Exhibit C attached hereto.

2. TERMS
All other terms of the Original Agreement, Amendment No. 1, and Amendment No. 2 which are not in conflict with the provisions of this Amendment No. 3 shall remain unchanged in full force and effect. In case of a conflict in the terms of the Original Agreement and subsequent Amendments, the provisions of this Amendment No. 3 shall control.

3. 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 REMINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
2022-2023 Rebuilding Together Silicon Valley – Amendment 3 Page 5 The Parties acknowledge and accept the terms and conditions of this Amendment No. 3 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:

Approved as to Form: Dated:

Office of the City Attorney
City Attorney
Office of the City Manager
City Manager
“CITY”

REBUILDING TOGETHER SILICON VALLEY
a California non-profit corporation
Dated:

By (Signature):

Name: Deanne Everton
Title: Executive Director
Principal Place of
Business Address:
1701 S. 7th Street, Suite 10
San Jose, CA 95112
Email Address: [email protected]
Telephone: (408) 578-9519
“ORGANIZATION”
2022-2023 Rebuilding Together Silicon Valley – Amendment 3 Page 6 AMENDMENT NO. 3

TO PUBLIC SERVICE GRANT AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

REBUILDING TOGETHER SILICON VALLEY

EXHIBIT A

SCOPE OF SERVICES

PURPOSE
Rebuilding Together Silicon Valley (RTSV) believes that everyone deserves to live in a safe and health home. The project purpose is to improve the quality of life for low-income, aging, and/or physically challenged adults/families by providing a suitable living environment through focused home repairs.

SCOPE
RTSV proposes to preserve and maintain affordable housing by providing housing rehabilitation services to low-income homeowners of the City of Santa Clara who occupy their homes. Rehabilitation made to the homes will provide homeowners a safe and sanitary living environment. The primary consideration of repairs to the home will be correcting deficiencies that create substandard and unsafe housing conditions.

Individual scopes of work may not exceed twenty-five thousand dollars ($25,000) and can include any combination of the following:
1) Major Repairs including, but not limited to:
a. Re-roof and gutter/downspout replacements.
b. Furnace replacement and other HVAC related work.
c. Re-pipe, waste line, and other major plumbing repairs. d. Electrical panel replacement/upgrades.
e. Walkway/driveway repairs/replacements.
2) Minor Repairs.
a. Accessibility modifications (e.g., wheelchair ramps/lifts, grab bars, handrails, replacement of door handles, faucets, toilets, etc. b. Window/door replacements and weather stripping.
c. Smoke and carbon monoxide detectors.
d. Electrical repairs such as light switches, GFCI outlets, light fixtures. 2022-2023 Rebuilding Together Silicon Valley – Amendment 3 Page 7 AMENDMENT NO. 3

TO PUBLIC SERVICE GRANT AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

REBUILDING TOGETHER SILICON VALLEY

EXHIBIT B

PERFORMANCE MEASURES & REPORTING REQUIREMENTS

1.01 Unduplicated Participants/Households.

Proposed total number of unduplicated participants to be served by this Project only. For purposes of this AGREEMENT, UNDUPLICATED PARTICIPANTS shall be defined as a household that receives services at least once a year but who may not be counted more than once in that year. GRANTEE shall retain records documenting eligibility. Such records shall include family size, total household income, gender head of household, race, ethnic and disability data.

Quarter
1 Quarter
2 Quarter
3 Quarter
4 Total
Total Project 3 3 4 3 13

1.02 Services.

Throughout the term of this AGREEMENT, GRANTEE shall provide the following services to participants during the regular office hours of 8:00 a.m. to 5:00 p.m., Monday through Friday:

Activity:

Number of urgent, safety and/or, accessibility/mobility repairs completed to ensure safe and decent living environment. One unit service defined as one individual repair. (i.e., 3 grab bars = 3 repairs)
Quarter
1 Quarter
2 Quarter
3 Quarter
4 Total
Number of MINOR repairs 6 6 8 6 26
Number of MAJOR repairs 3 3 4 3 13
TOTAL 9 9 12 9 39
2022-2023 Rebuilding Together Silicon Valley – Amendment 3 Page 8

1.03 Outcome Measure Statement and Measurement Methodology.

Measurement Methodology.

Organization shall use pre- and post-surveys to measure improved safety conditions of PARTICIPANTS in their homes. At the conclusion of the work completed, the homeowner responds to completed scope of work survey and indicates yes (has improved), or no (has not improved) to the improvement safety condition of their home.

Organization shall calculate the percentage of unduplicated households who indicate yes, that they have improved safety conditions by dividing the total number of UNDUPLICATED HOUSEHOLDS that had safety repairs performed on their home.

Organization shall submit results of outcome measures to CDBG no later than ten (10) calendars days after the end of the second quarter and no later than seven (7) calendar days after the end of the fourth quarter.

Outcome
Measure #1
80% of households shall have improved safety conditions in their home.

Measurement
Methodology
Pre and Post questions. At the conclusion of the completed work, the applicant responds to a questionnaire, indicating completion of agreed upon work and that they have improved living/safety conditions in the home. Of the total projects completed, the number of responses that indicate yes, are divided by the total (yes & no) responses to determine the final calculation.

Quarter 1 Quarter 2 Quarter 3 Quarter 4
Outcome Goal N/A 80% N/A 80%
Outcome
Measure #2
80% of households that shall have improved accessibility and mobility modifications in their home.

Measurement
Methodology
Pre and Post questions. At the conclusion of the completed work, the applicant responds to a questionnaire, indicating completion of agreed upon work and that they have improved accessibility and mobility modifications in their home. Of the total projects completed, the number of responses that indicate yes, are divided by the total (yes & no) responses to determine the final calculation.

Quarter 1 Quarter 2 Quarter 3 Quarter 4
Outcome Goal N/A 80% N/A 80%
2022-2023 Rebuilding Together Silicon Valley – Amendment 3 Page 9 AMENDMENT NO. 3

TO PUBLIC SERVICE GRANT AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

REBUILDING TOGETHER SILICON VALLEY

EXHIBIT C

BUDGET & BASIS FOR REIMBURSEMENT

DIRECT COSTS
Personnel Costs $ 21,870
Labor, Material & Supplies $112,670

INDIRECT COSTS
Shared costs and/or costs that are not directly related to a specific site $ 15,460 TOTAL CONTRACT AMOUNT $150,000
Indirect Cost Allocation Plan
2022-2023
Overview
Rebuilding Together Silicon Valley (RTSV) contracts with several local jurisdictions to provide housing minor repair and rehabilitation services to the jurisdictions’ eligible homeowners. RTSV Indirect Cost Allocation Plan (ICAP) identifies the costs not directly identified with a specific housing rehabilitation contract with local jurisdictions, but incurred for the joint benefit of these contracts. After direct costs have been determined and charged directly to the contract, indirect costs are those remaining to be allocated to the several grant contracts. In preparation of this ICAP staff referenced 2 CFR Part 200 for guidance.

Methodology
Based on the 2022-2023 budget and estimated cost increases, RTSV has grouped allocable, reasonable and allowable indirect costs into a common pool and charged to benefiting contracts through an allocation process. To reasonably and equitably distribute indirect costs to each contract, RTSV utilizes the program total units as its base (denominator) to determine the allocated percentage of indirect cost to each contract. 2022-2023 Rebuilding Together Silicon Valley – Amendment 3 Page 10 EXAMPLE: Program Total Indirect Cost = $500,000
Agency #1:

Contract Unit # = 10> IC Rate = 10% of Total Indirect Costs Total Unit # = 100
Agency #1 equitable indirect cost = $500,000 x .10 = $50,000.

Agency #2:

Contract Unit # = 25> IC Rate = 25% of Total Indirect Costs Total Unit # = 100
Agency #2 equitable indirect cost = $500,000 x .25 = $125,000.

RTSV has implemented this methodology to ensure consistent treatment in indirect cost sharing between all awards, while ensuring no double-charging as both direct and indirect costs.

List of Anticipated Program Funders
In fiscal year 2022-2023, RTSV anticipates servicing the same funders as it did in fiscal year 2021- 2022, similar rate of production. Below is a list of anticipated funders and the estimated number and percentage of units that the billable indirect cost is based on.

Funder # of Units (e) Unit %
City of Cupertino 7 2.38
City of Gilroy 17 5.78
City of Milpitas 30 10.2
City of San Jose 132 44.9
City of Santa Clara 13 4.42
County of Santa Clara 52 17.69
RTSV 43 14.63
Total 294 100.00
2022-2023 Rebuilding Together Silicon Valley – Amendment 3 Page 11 Resources/Definitions

1. Legal Information Institute: https://www.law.cornell.edu/cfr/text/2/part-200

2. 2 CFR Part 200 - Uniform Administrative Requirements:
https://ecfr.federalregister.gov/current/title-2/subtitle-A/chapter-II/part-200

3. §200.405 – Allocable costs. Costs are allocable when they are treated consistently with other costs incurred for the same purposes and in like circumstances.

4. §200.404 – Reasonable costs. A cost is reasonable if, in its nature or amount, does not exceed that which would be incurred by a prudent person under the circumstances prevailing at the time the decision was made to incur the costs.

5. §200.420 - Allowable costs. Cost must be reasonable and allocable, be consistent with policies and procedures applicable to all activities of the organization, must be treated consistently, and adhere to established principals for determining allowability of costs.

6. §200.413 - Direct costs are those that can be identified specifically with a particular project.

Examples include, but not limited to:
i. Direct Salaries
ii. Materials and equipment
iii. Supplies
iv. Travel

7. §200.414 - Indirect costs are those that have been incurred for common or joint objectives and cannot be readily identified with a particular final cost objective. Examples include, but not limited to:
i. Facilities: depreciation, maintenance
ii. Human Resources/Accounting/Payroll
iii. Maintenance: Office, Vehicles
iv. Supplies
v. Utilities
Credits include discounts received or negative expenditure type receipts which offset or reduce expense items that are allocable as direct or indirect costs.

8. § Indirect Cost Rate – Indirect Costs (less credits)/Total Direct Costs (less credits) City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-592 Agenda Date: 6/7/2022

REPORT TO COUNCIL

SUBJECT
Action on Public Service Grant Amendments No.4 with Abode Services and Bill Wilson Center for the City’s Tenant-Based Rental Assistance Program (TBRA)

COUNCIL PILLAR
Promote and Enhance Economic, Housing, and Transportation Development

BACKGROUND
The City’s Tenant-Based Rental Assistance (TBRA) Program assists households with income levels at or below 60% of the Area Median Income, that are homeless or in jeopardy of becoming homeless, with an emphasis on helping families with children. The goal of the program is to help participants obtain housing and avoid homelessness. The program is designed to act as a “bridge” to selfsufficiency. Along with deposit and rental subsidy assistance, case management services are provided to help participants connect with social services, get on waitlists for long-term affordable housing, and develop other self-sufficiency skills.

The TBRA Program is funded with Housing and Urban Development (HUD) Home Investment Partnership Act (HOME) federal grant funds, local City Affordable Housing Funds (CAHF), and City Housing Successor Funds (CHSF). HOME funds are used to pay for subsidies, deposits, and program administration, while the local funds are used to pay for case management activities and some program administration. The proposed contract amendments for FY 2022/23 would be the last before the City is scheduled to complete a Request for Proposal (RFP) for FY 2023/24.

DISCUSSION
Staff is seeking Council approval to amend the agreements with Abode Services and the Bill Wilson Center to extend the terms for another year and increase the not-to-exceed contract amounts.

The TBRA program is one of the City’s key implementation tools to achieve the City’s Consolidated Action Plan (Con Plan) goal for use of HUD funding to address the need for affordable housing. The program serves approximately 40-50 unduplicated households, with both agencies assisting 20-25 households at any given time. City Council approval will allow the City to continue to administer the TBRA program efficiently through the existing service providers.

Staff has included contingency language in the recommendation so that the City will not be required to submit a future Substantial Amendment in the event that the FY 2022/23 Entitlement Grant varies from the anticipated award amount. This language is intended to notify the public of how the City will adjust its funding recommendations based on the actual Entitlement Grant amount. Contingency language has been added to each category and allows the City Manager to revise individual funding amounts to account for the possible changes in funding. This approach will ensure a timely City of Santa Clara Page 1 of 3 Printed on 6/3/2022
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22-592 Agenda Date: 6/7/2022
expenditure of HOME funds and will result in a more streamlined program

FISCAL IMPACT
The 2022-2023 Annual Action Plan, approved by City Council on May 10, 2022, details the funds allocated to the TBRA program and its two administrators. Funding for both agreements will be effective July 1, 2022 through June 30, 2023. This funding is assumed in the FY 2022/23 Proposed Budget.

HOME CAHF CHSF TOTALS
Abode Services $443,727 $80,349 $90,000 $614,076
Bill Wilson Center $344,652 $80,348 $50,000 $475,000

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 report to council 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 and authorize the City Manager to negotiate and execute Amendment No. 4 for the Public Service Grant Agreement with Abode Services for an amount not to exceed $614,076 to administer the City’s Tenant-Based Rental Assistance Program, and all related documents for the provision of administrative services for the TBRA Program effective July 1, 2022 through June 30, 2023 contingent upon available funding and appropriation of funds, to extend the terms;

2. Approve and authorize the City Manager to negotiate and execute Amendment No. 4 for the Public Service Grant Agreement with Bill Wilson Center for an amount not to exceed $475,000 to administer the City’s Tenant-Based Rental Assistance Program, and all related documents for the provision of administrative services for the TBRA Program effective July 1, 2022 through June 30, 2023 contingent upon available funding and appropriation of funds, to extend the terms; and

3. Authorize and direct the City Manager to make proportional adjustments to the Home Fund allocations in the event that the City's Final FY 2022/23 Award Amount is different than the projected amount. Each project will receive a proportional allocation of the recommended amount; subject to the appropriation of funds and after the City’s administration set-aside and CHDO setaside is calculated.

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22-592 Agenda Date: 6/7/2022
Reviewed by: Andrew Crabtree, Director, Community Development Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. 2022-2023 Abode Services TBRA - Amendment No. 4

2. 2022-2023 Bill Wilson Center TBRA - Amendment No. 4
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Ebix Insurance No. S200003261
AMENDMENT NO. 4

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

ABODE SERVICES

SUMMARY PAGE
Agency: Abode Services
Project: TBRA Administration & Case Management
Description: AMENDMENT #4 – The City’s TBRA program assists low-income homeless or at risk of becoming homeless households with rental subsidies, deposits, and case management services.

Amend. #4 (not to exceed): $443,727 CDFA #: 14.239 (HOME) M-22-MC-06-0217 Amend. #4 (not to exceed): $90,000 City Housing Successor Fund (CHSF) Amend. #4 (not to exceed): $80,349 City Affordable Housing Fund (CAHF) TOTAL CONTRACT (not to exceed): $614,076
Term of the Agreement: Start Date: July 1, 2022 End Date: June 30, 2023 PARTIES TO AGREEMENT:

ORGANIZATION CITY OF SANTA CLARA
Organization Name: Abode Services Housing & Community
Services Division
Address for Legal
Notice:
40849 Fremont Boulevard 1500 Warburton Avenue.

City/State/Zip Code: Fremont, CA 94538 Santa Clara, CA 95050 Attention: Louis Chicoine Office of The City Manager
Email Address: [email protected]
Telephone No.: (510) 657-7409
Tax ID: 94-30387060
DUNS #: 1495528593
Type of Entity: 501 (c) 3 public benefit corp.

State of Residency: California
Ebix Insurance # S200003261
Ebix Insurance No. S200003261
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2022-2023 Abode Services TBRA - Amendment No. 4 (final)

PREAMBLE
This agreement (“Amendment No. 4”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Abode Services, a California non-profit corporation (“Organization”). City and Organization 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 titled “Public Service Grant Agreement By And Between The City of Santa Clara, California And Abode Services For Tenant-Based Rental Assistance Program” (“Original Agreement”) dated July 2, 2019;
B. The Parties entered into the Original Agreement for the purpose of providing an array of housing services to ensure that eligible households have access to the City of Santa Clara’s Tenant-Based Rental Assistance (TBRA) program.

C. The Parties previously entered into an agreement titled “Amendment No. 1 to Public Service Grant Agreement By And Between The City of Santa Clara, California And Abode Services For Tenant-Based Rental Assistance Program” (“Amendment No. 1”) dated July 7, 2020;
D. The Parties entered into Amendment No. 1 to revise the funding amount and extend the Term of the Original Agreement. The Original Agreement, as amended by Amendment No. 1, shall be referred to herein as the “Original Agreement as Amended”.

E. The Parties previously entered into an agreement entitled “Amendment No. 2 To Public Service Grant Agreement By and Between the City of Santa Clara, California, and Abode Services for Tenant Based Rental Assistance Program”, dated June 24, 2021 (“Amendment 2”);
F. The Parties entered into Amendment No. 2 to perform a budget clean-up without changing the total contract value of Amendment No. 1. The Original Agreement as amended by Amendment No. 2, shall be referred to herein as the Original Agreement as Amended”;
G. The Parties entered into “Amendment No. 3 To Public Service Grant Agreement By and Between the City of Santa Clara, California, and Abode Services for Tenant Based Rental Assistance Program”, dated June 25, 2021 (“Amendment 3”); and
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2022-2023 Abode Services TBRA - Amendment No. 4 (final) H. The Parties now wish to amend the Original Agreement as Amended to provide and additional year of funding, and extend the term of the Original Agreement to provide an array of housing services to ensure that households identified through the City of Santa Clara, have access to the Tenant-Based Rental Assistance (TBRA) program.

The Parties agree as follows:

1. AMENDMENT TERMS AND CONDITIONS
That Section 2 titled “Funding and Appropriations” of the Original Agreement are hereby amended to read as follows:

The payments made by city as described in this Section, shall be referred to herein as “Grant Funds”, and are subject to appropriations.

A. Pursuant to the provisions of Title II of the Housing and Community Development Act of 1990, as amended, City has received Home Investment Partnerships Act ("HOME") funds from the United States Department of Housing and Urban Development ("HUD") as an entitlement. From HOME Grant Funds, in consideration for Organization’s complete performance of Services, City shall pay Organization an amount not to exceed FOUR HUNDRED FORTYTHREE THOUSAND SEVEN HUNDRED TWENTY-SEVEN DOLLARS ($443,727).

B. In consideration for Organization’s complete performance of Services, City shall pay Organization an amount not to exceed NINETY THOUSAND DOLLARS ($90,000) from City’s Housing
Successor Fund (CHSF) for provision of services rendered by Organization for the purpose of administering the Program operations as described in Exhibit A, titled “Scope of Services” attached hereto and incorporated herein by this reference.

C. In consideration for Organization’s complete performance of Services, City shall pay Organization an amount not to exceed

EIGHTY THOUSAND THREE HUNDRED FORTY-NINE DOLLARS
($80,349) from City’s Affordable Housing Fund (CAHF) for provision of services rendered by Organization for the purpose of administering the Program operations as described in Exhibit A, titled “Scope of Services” attached hereto and incorporated herein by this reference.”
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2022-2023 Abode Services TBRA - Amendment No. 4 (final) That Section 3, titled “Term of Agreement” of the Original Agreement is hereby amended to read as follows:

Unless otherwise mutually agreed upon by the Parties, the Scope of Services (Exhibit A) shall remain the same.

That Section 4 titled “Reprogramming of Funds” of the Original Agreement is hereby amended to read as follows:

A. Initiated by City: City may re-channel funds budgeted in one cost category into another cost category within this Agreement. City may also transfer allocated funds for the TBRA program from a different agency to increase/decrease any of the funding sources so long as the overall contract amount does not exceed the Total Funding Amount of the entire contract.

Before re-channeling funds, the City will give the Organization ten (10) business days written notice of the re-channeling of funds along with a copy of an expenditure review for the Program. City shall make its final determination with respect to the re-channeling of funds only after Organization has been given an opportunity to present its views and recommendations. In no event shall the City be bound to accept Organization's views or recommendations.

That Section 6 titled “Obligations of Organization” of the Original Agreement is hereby amended to add the following paragraph:

6.I (9) If the Organization is not funded to continue as the administrator of the TBRA program for a subsequent year, the Organization shall agree to work with the City and the new TBRA administrator to transfer files, make introductions, and any other necessary activity to complete a transition of duties to the new administrator. This includes, but is not limited to, entering into a short-term contract so as to complete the transition of duties to the new administrator.

That paragraph 7B of Section 7 titled “Obligations of City” of the Original Agreement is hereby amended to read as follows:

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2022-2023 Abode Services TBRA - Amendment No. 4 (final) “B. Method of Payment: City shall reimburse Organization for all allowable costs and expenses incurred in providing the Program during the Utilization Period, not to exceed the total sum of SIX HUNDRED FOURTEEN THOUSAND SEVENTY-SIX DOLLARS ($614,076).

That Exhibit A titled “Scope of Services” of the Original Agreement as Amended is hereby replaced and supplanted by the updated Exhibit A attached hereto.

That Exhibit B titled “Budget and Basis for Reimbursement” of the Original Agreement as Amended is hereby replaced and supplanted by the updated Exhibit B attached hereto.

2. TERMS
All other terms of the Original Agreement which are not in conflict with the provisions of this Amendment No. 4 shall remain unchanged in full force and effect. In case of a conflict in the terms of the Original Agreement and this Amendment No. 4, the provisions of this Amendment No. 4 shall control.

3. COUNTER PARTS
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.

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2022-2023 Abode Services TBRA - Amendment No. 4 (final) The Parties acknowledge and accept the terms and conditions of this Amendment No. 4 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 Attorney
Rajeev Batra
City Manager
“CITY”

ABODE SERVICES
a California corporation
Dated:

By (Signature):

Name: Louise Chicoine
Title: Chief Executive Officer
Principal Place of
Business Address:
40849 Fremont Boulevard
Fremont, CA 94538
Email Address: [email protected]
Telephone: (510) 657-7409
“ORGANIZATION”
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2022-2023 Abode Services TBRA - Amendment No. 4 (final) AMENDMENT NO. 4

TO PUBLIC SERVICE GRANT AGREEMENT

BY AND BETWEEN

THE CITY OF SANTA CLARA, CALIFORNIA,
AND

ABODE SERVICES

FOR TENANT-BASED RENTAL ASSISTANCE PROGRAM

EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Organization under this Agreement are more fully described herein Exhibit A.

Project. The City of Santa Clara’s Tenant-Based Rental Assistance (TBRA) program assists homeless households and households in jeopardy of becoming homeless with an emphasis on assisting families with children and domestic violence survivors. The goal of the program is to assist participants in stabilizing their housing situation with housing search assistance, deposits and monthly rental subsidies. Further, case management services are included to help participants connect with social services, get on waitlists for affordable housing, financial budgeting, and employment/educational with the intent to increase participant’s income so that they may transition to more affordable housing at the end of the program term and become self-sufficient.

Organization will receive referrals from the County’s Coordinated Assessment system for the City’s TBRA program. Organization staff will assess and verify that the household meets the eligibility criteria based upon the City of Santa Clara’s TBRA Program Guidelines as written and updated periodically.

The services provided by Organization include, but are not limited to:

1. Tenant Selection Criteria
Participants must meet all the criteria stated below to be considered for the Program:

A. Income. Participants must be at or below 60% of Area Median Income (AMI) for the San Jose-Sunnyvale-Santa Clara, CA HUD Metro FMR Area as determined by HUD and updated annually. The City of Santa Clara uses the HUD 24 CFR Part 5 definition of income (aka, “Section 8”). Household income will be examined at entrance into the program, annually, and during any event that affects the household income (e.g., addition of a household member, increase/decrease of income). At least two (2) months of source documentation (e.g., paystubs) will be required from all adult household members.

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2022-2023 Abode Services TBRA - Amendment No. 4 (final) B. Residency. Participants must:
i. reside in (or have proof of a last permanent address in) the City of Santa Clara;
ii. have a child attending a school in the Santa Clara Unified School District;
iii. are currently working, or have a bonafide job offer, in the City of Santa Clara; OR
iv. be homeless in the City of Santa Clara.

C. Homeless. Homelessness is defined as:
i. Lacking a fixed and regular nighttime residence; or
ii. Having a primary nighttime residence that is a supervised, publicly or privately operated shelter designated to provide temporary living accommodations; or
iii. Residing in a public or private space not signed for, or ordinarily used as, a regular sleeping accommodation for human beings; or iv. At risk of becoming homelessness. “At-Risk” is defined as imminent loss of primary nighttime residence within 14 days of the date of application (i.e., receiving an eviction notice), and lacks the resources needed to obtain permanent housing; or
v. Is fleeing, or is attempting to flee, domestic violence, has no other residence and lacks the resources needed to obtain permanent housing.

Should further clarification of the above definitions be required, the definition used by the Santa Clara County Continuum of Care for eligible participants in its federally-funded programs shall apply.

D. Population Preferences. The target populations identified in the City’s Annual Action Plan are:
i. Families: Households with one or more children under 18 years of age. ii. Individuals or families exiting housing exclusively designated for domestic violence survivors.

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2. Authorization, Tracking and Disbursement of Financial Assistance Organization will be responsible for authorizing rental assistance for eligible households and issuing subsidy payment to landlords including security deposits as needed. Assistance will be provided for up to 12 months. Extensions for up to another 12 months will be based on criteria stated in the TBRA Guidelines.

Organization will ensure that all leases comply with HUD requirements in §92.253 (a) and (b) and there are no prohibited provisions contained in the leases. All leases must be in writing, signed by both owner and TBRA participant and the terms must be for at least one year, unless agreed upon by both parties.

The TBRA program will have a monthly Program Minimum participant share.

Participants will start with a Program Minimum of fifty dollars ($50.00) towards their monthly Total Housing Costs (THC); rent plus utilities. The Program Minimum will double every six months throughout the participant’s program term.

Note: The participant will pay either the Program Minimum or 30% of their adjusted gross income towards their THC; whichever is greater.

The Program will use Fair Market Rent (FMR) as its Rent Standard. The participant’s rent plus utilities, THC, cannot exceed the Rent Standard.

Per CFR 24, 92.209 (h)(1) “The amount of the monthly assistance that a participating jurisdiction may pay to, or on behalf of, a family may not exceed the difference between a rent standard for the unit size established by the participating jurisdiction and 30 percent of the family’s monthly adjusted income.” The TBRA program will use 24 CFR Part 5 to determine income eligibility Organization will re-certify income at least once every 12 months or when an event substantially changes the household’s subsidy amount. A supervisor will be required to review participant eligibility determination, recertification of income, approve all financial assistance payment using HOME funds, and authorize payment.

3. Housing Inspections and Rent Reasonableness
Organization will conduct Housing Quality Standards (HQS) Inspections for all units for which rental assistance is being provided at initial move-in and annually.

A. If the housing unit is built prior to 1978 and if those households residing in that housing have a child under the age of six then those units will be visually inspected.

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2022-2023 Abode Services TBRA - Amendment No. 4 (final) If deteriorated paint is noted, the owner must stabilize each deteriorated paint surface and have the repaired area inspected and cleared by a certified risk assessor or certified lead-based paint inspector. Paint stabilization must occur before approval of tenancy for new units and within 30 days of notification for occupied units. In no event shall Organization pass HQS on a unit that failed the visual assessment without documentation from owner that paint stabilization work is completed and a signed Lead Paint Owner’s Certification at conclusion of all repairs has been provided and documented in file.

B. Organization will ensure verification that rental lease amounts comply with HOME regulations (§92.253 (a) and (b)) and restrictions and meet “rent reasonableness” standards. HQS and Rent reasonableness will be completed at least 24 hours prior to execution of lease agreement.

4. Housing Relocation and Stabilization Assistance
To assist participants with achieving housing stability and placement, clients will be offered up to 12 months of subsidy assistance. Deposit assistance of up to 2 times the rent is also available if needed. The possibility of a second term of up to 12 months based on criteria developed by the City and Organization is also available. Services may include, but not be limited to:

A. Housing Services Coordination: Activities for the arrangement, coordination, monitoring, and delivery of services related to meeting the housing needs of program participants and helping them obtain housing stability. Component services and activities may include: counseling; referral to financial/ credit counseling; referral to legal services; developing, securing, and coordinating services; monitoring and evaluating program participant progress; assuring that program participants’ rights are protected; and developing an individualized housing and service plan, including a path to permanent housing stability subsequent to financial assistance, and recertification of income every 12 months.

B. Housing Search and Placement. Services or activities designed to assist individuals or families in locating, obtaining, and retaining suitable housing.

Component services or activities may include: tenant counseling; assisting individuals and families to understand leases; securing utilities; making moving arrangements; representative payee services concerning rent and utilities; and mediation and outreach to property owners related to locating or retaining housing. HOME guidelines require the City to state if the subsidies may be used outside the City limits. While it would be ideal to locate the housing within the City’s limits, the difficulty in finding affordable units in a timely manner is challenging in the current rental market. The units may be located anywhere within the County of Santa Clara.

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5. Process for Termination of Housing Assistance
Organization may terminate assistance to a program participant who violates program requirements. In terminating assistance to a program participant, Organization will utilize a formal appeal process that recognizes the rights of individuals receiving assistance.

6. Brokering Access to Other Resources Identified in Housing Plan Organization will identify, broker, and secure services for the participant households to support their housing plan. The types of services to which participant households may need to be linked may include:
 Employment and training resources
 Childcare resources
 Benefit application assistance and advocacy
 Legal services
 Ongoing housing subsidies or access to affordable housing if indicated  Behavioral health services (mental health and substance abuse)  Medical services
 Food assistance programs
 Credit counseling and repair services
 Peer support networks or other community support

7. Data Collection in Clarity/HMIS and participation in Outcome Evaluation Organization will enter information about client households and the funded services that they receive into the county-wide homeless management information system (HMIS) for those participants enrolled.

8. Oversight and Reporting
The Organization should have a structured housing department with housing specialists and housing program managers that provide an existing wealth of experience and housing inventory. Organization’s Program Manager will be responsible for the overall direction of City of Santa Clara TBRA. This work will include housing/services integration; staff trainings in housing/case management services, tracking compliance, data collection and reporting; supervision of housing specialists; providing connections to landlords; technical assistance to county agencies; and reporting outcome measures.

The fiscal integrity of the program will be overseen by the Director of Housing Programs, the Associate Director, and the Chief Financial Officer. Financial management is overseen by the Administration Committee of the Board of Directors on a monthly basis.

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9. Outcome Measures and Reporting
Objective.

Creating suitable living environments. This objective is designed to benefit communities, families, or individuals by addressing issues in their living environment.

Outcome.

Affordability. Provide affordable housing options for low-income households.

Goal.

Asist homeless households find and maintain housing through the use of rental deposits, rental subsidies, and case management services.

Unduplicated Participants (Households Assisted)
Unduplicated Participants shall be defined as participants who receive services at least once a year but who may not be counted more than once in that year.

Outcome Measure Statement and Measurement Methodology
Quarterly reports are submitted measuring the success of the program.

Organization will track and report on outcome measurements to be defined by the City of Santa Clara. These outcome measurements will include HUD required reporting information, and local outcome tracking measures. Providers will enter client level data into the Countywide HMIS system on an ongoing basis for all clients served under Santa Clara’s TBRA program

10.Program end/transition
Should the City end the program or contract with the Grantee, Grantee agrees to assist in the transition of clients to the new administrator. This can mean entering into a short-term agreement, if needed, to complete the transition. Transition activities can include, but not be limited to:
• Meetings with the City and new administrator.
• Perform introductions with clients to complete a “warm handoff” of clients for case management services.
• Perform introductions, if necessary, with landlords.
• Assist in obtaining required information from clients and/or landlords. • Other necessary duties to complete a smooth transition of duties.

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2022-2023 Abode Services TBRA - Amendment No. 4 (final) AMENDMENT NO. 4

TO PUBLIC SERVICE GRANT AGREEMENT

BY AND BETWEEN

THE CITY OF SANTA CLARA, CALIFORNIA,
AND

ABODE SERVICES

FOR TENANT-BASED RENTAL ASSISTANCE PROGRAM

EXHIBIT B
2022-2023 BUDGET AND BASIS FOR REIMBURSEMENT
Reimbursement shall be based upon actual costs. Request for reimbursement may be made as often as monthly on a form acceptable to the City.

A. Organization shall prepare a list of employees whose personnel costs are to be reimbursed under the Agreement, including their titles and pay rates.

B. For all employees whose personnel costs are reimbursed under this Agreement, actual hours worked shall be based on individual timecards indicated hours worked on the City TBRA Program.

In no event shall the amount billed to City by Organization for services under this Agreement exceed the indicated dollar amounts per line item in the following Budget, subject to City funding appropriations.

Source Eligible Uses (including, but not limited to) FY22/23 Fund 562
HOME
• Direct and indirect wages, benefits, and overhead related specifically to inspections and recertifications
• Subsidies and deposits
• Direct and indirect wages, benefits, and overhead related to the general administration of the program NOT including activities related to case management services.
$426,537.50
$17,189.50
Fund 169
(CHSF)
• Direct & indirect wages, benefits and overhead related to case management
• Direct & indirect wages, benefits and overhead related to the general administration of the program
• Mileage, phone service, welcome baskets, fees and
emergency assistance
$90,000
Fund 165
(CAHF)
Same as Fund 169 $80,349
Total $614,076
Funds from Fund 169 City Housing Successor Fund (CHSF) shall be drawn down prior to Fund 165 City Affordable Housing Fund (CAHF) for payment of administration costs and case management services.

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AMENDMENT NO. 4

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

THE BILL WILSON CENTER

SUMMARY PAGE
Agency: Bill Wilson Center
Project: TBRA Administration & Case Management
Description: AMENDMENT #4 – The City’s TBRA program assists low-income homeless or at risk of becoming homeless households with rental subsidies, deposits, and case management services.

Amend. #4 (not to exceed): $344,652 CDFA #: 14.239 (HOME) M-22-MC-06-0217 Amend. #4 (not to exceed): $50,000 City Housing Successor Fund Amend. #4 (not to exceed): $80,348 City Affordable Housing Fund TOTAL CONTRACT (not to exceed): $475,000
Term of the Agreement: Start Date: July 1, 2022 End Date: June 30, 2023 PARTIES TO AGREEMENT:

ORGANIZATION CITY OF SANTA CLARA
Organization Name: Bill Wilson Center Housing & Community Services Division
Address for Legal
Notice:
3490 The Alameda 1500 Warburton Avenue.

City/State/Zip Code: Santa Clara, CA 95050 Santa Clara, CA 95050 Attention: Sparky Harlan
Chief Executive Officer
Office of the City Manager
Email Address: [email protected]
Telephone No.: (408) 243-0222
Tax ID: 94-2221849
DUNS #: 095988747
Type of Entity: 501 (c) 3 public benefit corp.

State of Residency: California
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PREAMBLE
This agreement (“Amendment No. 4”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Bill Wilson Center, a California non-profit corporation (“Organization”). City and Organization 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 titled “Public Service Grant Agreement By And Between The City of Santa Clara, California And Bill Wilson Center For Tenant-Based Rental Assistance Program” (“Original Agreement”) dated July 2, 2019;
B. The Parties entered into the Original Agreement for the purpose of providing an array of housing services to ensure that eligible households have access to the City of Santa Clara’s Tenant-Based Rental Assistance (TBRA) program.

C. The Parties previously entered into an agreement titled “Amendment No. 1 to Public Service Grant Agreement By And Between The City of Santa Clara, California And Bill Wilson Center For Tenant-Based Rental Assistance Program” (“Amendment No. 1”) dated July 7, 2020;
D. The Parties entered into Amendment No. 1 to revise the funding amount and extend the Term of the Original Agreement. The Original Agreement, as amended by Amendment No. 1, shall be referred to herein as the “Original Agreement as Amended”.

E. The Parties previously entered into an agreement entitled “Amendment No. 2 To Public Service Grant Agreement By and Between the City of Santa Clara, California, and Bill Wilson Center for Tenant Based Rental Assistance Program”, dated June 24, 2021 (“Amendment 2”);
F. The Parties entered into Amendment No. 2 to perform a budget clean-up without changing the total contract value of Amendment No. 1. The Original Agreement as amended by Amendment No. 2, shall be referred to herein as the Original Agreement as Amended”;
G. The Parties previously entered into an agreement entitled “Amendment No. 3 To Public Service Grant Agreement By and Between the City of Santa Clara, California, and Bill Wilson Center for Tenant Based Rental Assistance Program”, dated June 30, 2021 (“Amendment 3”); and
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H. The Parties now wish to amend the Original Agreement as Amended to provide and additional year of funding, and extend the term of the Original Agreement to provide an array of housing services to ensure that households identified through the City of Santa Clara, have access to the Tenant-Based Rental Assistance (TBRA) program
The Parties agree as follows:

1. AMENDMENT TERMS AND CONDITIONS
That Section 2 titled “Funding and Appropriations” of the Original Agreement is hereby amended to read as follows:

The payments made by city as described in this Section, shall be referred to herein as “Grant Funds”, and are subject to appropriations.

A. Pursuant to the provisions of Title II of the Housing and Community Development Act of 1990, as amended, City has received Home Investment Partnerships Act ("HOME") funds from the United States Department of Housing and Urban Development ("HUD") as an entitlement. From HOME Grant Funds, in consideration for Organization’s complete performance of Services, City shall pay Organization an amount not to exceed THREE HUNDRED FORTYFOUR THOUSAND SIX HUNDRED FIFTY-TWO DOLLARS ($344,652).

B. In consideration for Organization’s complete performance of Services, City shall pay Organization an amount not to exceed FIFTY THOUSAND DOLLARS ($50,000) from City’s Housing
Successor Fund (CHSF) for provision of services rendered by Organization for the purpose of administering the Program operations as described in Exhibit A, titled “Scope of Services” attached hereto and incorporated herein by this reference.

C. In consideration for Organization’s complete performance of Services, City shall pay Organization an amount not to exceed

EIGHTY THOUSAND THREE HUNDRED FORTY-EIGHT
DOLLARS ($80,348) from City’s Affordable Housing Fund (CAHF) for provision of services rendered by Organization for the purpose of administering the Program operations as described in Exhibit A, titled “Scope of Services” attached hereto and incorporated herein by this reference.”
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 July 1, 2022 and terminate on June 30, 2023 (“Utilization Period”).

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Unless otherwise mutually agreed upon by the Parties, the Scope of Services (Exhibit A) shall remain the same.

That Section 4 titled “Reprogramming of Funds” of the Original Agreement is hereby amended to read as follows:

That Section 6 titled “Obligations of Organization” of the Original Agreement is hereby amended to add the following paragraph:

That paragraph 7B of Section 7 titled “Obligations of City” of the Original Agreement is hereby amended to read as follows:

B. Method of Payment: City shall reimburse Organization for all allowable costs and expenses incurred in providing the Program during the Utilization Period, not to exceed the total sum of FOUR HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($475,000).

That Exhibit A titled “Scope of Services” of the Original Agreement as Amended is hereby replaced and supplanted by the updated Exhibit A attached hereto.

That Exhibit B titled “Budget and Basis for Reimbursement” of the Original Agreement as Amended is hereby replaced and supplanted by the updated Exhibit B attached hereto.

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3. COUNTER PARTS
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.

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2022-2023 BWC (TBRA) - Amendment 4 (final)

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

Office of The City Attorney
City Attorney
Rajeev Batra,
City Manager
“CITY”

BILL WILSON CENTER
a California corporation
Dated:

By (Signature):

Name: Sparky Harlan
Title: Chief Executive Officer
Principal Place of
Business Address:
3490 The Alameda
Santa Clara, CA 95050
Email Address: [email protected]
Telephone: (408) 243-0222
“ORGANIZATION”
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AMENDMENT NO. 4

TO PUBLIC SERVICE GRANT AGREEMENT

BY AND BETWEEN

THE CITY OF SANTA CLARA, CALIFORNIA,
AND

BILL WILSON CENTER

FOR TENANT-BASED RENTAL ASSISTANCE PROGRAM

EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Organization under this Agreement are more fully described herein Exhibit A.

The services provided by Organization include, but are not limited to:

1. Tenant Selection Criteria
Participants must meet all the criteria stated below to be considered for the Program:

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B. Residency. Participants must:
i. reside in (or have proof of a last permanent address in) the City of Santa Clara;
ii. have a child attending a school in the Santa Clara Unified School District;
iii. are currently working, or have a bonafide job offer, in the City of Santa Clara; OR
iv. be homeless in the City of Santa Clara.

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The TBRA program will have a monthly Program Minimum participant share.

Note: The participant will pay either the Program Minimum or 30% of their adjusted gross income towards their THC; whichever is greater.

The Program will use Fair Market Rent (FMR) as its Rent Standard. The participant’s rent plus utilities, THC, cannot exceed the Rent Standard.

A. If the housing unit is built prior to 1978 and if those households residing in that housing have a child under the age of six then those units will be visually inspected.

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2022-2023 BWC (TBRA) - Amendment 4 (final)
If deteriorated paint is noted, the owner must stabilize each deteriorated paint surface and have the repaired area inspected and cleared by a certified risk assessor or certified lead-based paint inspector. Paint stabilization must occur before approval of tenancy for new units and within 30 days of notification for occupied units. In no event shall Organization pass HQS on a unit that failed the visual assessment without documentation from owner that paint stabilization work is completed and a signed Lead Paint Owner’s Certification at conclusion of all repairs has been provided and documented in file.

B. Housing Search and Placement. Services or activities designed to assist individuals or families in locating, obtaining, and retaining suitable housing.

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9. Outcome Measures and Reporting
Objective.

Creating suitable living environments. This objective is designed to benefit communities, families, or individuals by addressing issues in their living environment.

Outcome.

Affordability. Provide affordable housing options for low-income households.

Goal.

Asist homeless households find and maintain housing through the use of rental deposits, rental subsidies, and case management services.

Outcome Measure Statement and Measurement Methodology
Quarterly reports are submitted measuring the success of the program.

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AMENDMENT NO. 4

TO PUBLIC SERVICE GRANT AGREEMENT

BY AND BETWEEN

THE CITY OF SANTA CLARA, CALIFORNIA,
AND

BILL WILSON CENTER

FOR TENANT-BASED RENTAL ASSISTANCE PROGRAM

EXHIBIT B
2022-2023 BUDGET AND BASIS FOR REIMBURSEMENT
Reimbursement shall be based upon actual costs. Request for reimbursement may be made as often as monthly on a form acceptable to the City.

A. Organization shall prepare a list of employees whose personnel costs are to be reimbursed under the Agreement, including their titles and pay rates.

B. For all employees whose personnel costs are reimbursed under this Agreement, actual hours worked shall be based on individual timecards indicated hours worked on the City TBRA Program.

Source Eligible Uses FY22/23
Fund
562
HOME
• Direct and indirect wages, benefits, and overhead related specifically to inspections and recertifications
• Subsidies and deposits
• Direct and indirect wages, benefits, and overhead related to the general administration of the program NOT including activities related to case management services.
$327,462.50
$17,189.50
Fund
169
(CHSF)
• Direct & indirect wages, benefits and overhead related to case management
• Direct & indirect wages, benefits and overhead related to the general administration of the program
• Mileage, phone service, welcome baskets, fees and
emergency assistance
$50,000
Fund
165
(CAHF)
Same as Fund 169 $80,348
Total $475,000
Funds from Fund 169 City Housing Successor Fund (CHSF) shall be drawn down prior to Fund 165 City Affordable Housing Fund (CAHF) for payment of administration costs and case management services.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-759 Agenda Date: 6/7/2022

REPORT TO COUNCIL AND STADIUM AUTHORITY BOARD

SUBJECT
Action on Approval of Amendment No. 5 to the Agreement with the California Highway Patrol

COUNCIL PILLARS
Deliver and Enhance High Quality Efficient Services and Infrastructure Ensure Compliance with Measure J and Manage Levi’s Stadium

BACKGROUND
On May 6, 2014, the City Council approved a standard agreement with the California Highway Patrol (CHP) for traffic management and support services provided by the CHP for special events at Levi’s Stadium. CHP duties may include traffic management, air operations, SWAT, bicycle patrol, and crowd control. The City has agreed to indemnify and defend the State for claims resulting from injury or damage caused by City employees only. The term of the original agreement was July 1, 2014 through June 30, 2016, totaling $1,724,811. When this agreement was initially established, the Police Department estimated 23 events that would require CHP services.

On July 14, 2015, Amendment No. 1 increased the funding of the original agreement by $1,000,000 to $2,724,811 over the same term to address the increase in events over the preliminary projection.

The City Council approved the amendment to address the revised projection of 45 events scheduled during the contract period.

On July 19, 2016, the City Council approved Amendment No. 2 to extend the term of the agreement with the CHP for an additional 24 months, retroactive to June 30, 2016 and extending through June 30, 2018. Amendment No. 2 increased the agreement by $1,700,000, for a total not to exceed amount of $4,424,811.

On June 12, 2018, the City Council approved Amendment No. 3 to extend the term of the agreement with CHP from July 1, 2018 through June 30, 2020. Amendment No. 3 added $1,500,000 for a maximum amount not to exceed $5,924,811.

On June 23, 2020, the City Council approved Amendment No. 4 which added $2,500,000 to the agreement, extended the term from July 1, 2020 through June 30, 2022 and adjusted the maximum amount not to exceed $8,424,811.

The costs associated with the CHP’s services at the Stadium are required to be reimbursed to the City in accordance with Measure J.

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DISCUSSION
Levi’s Stadium has been the host to 146 public events with attendance of 20,000+ since the opening in August 2014.

As the lead law enforcement agency, the Police Department secures local, State and Federal resources, as necessary, to mitigate traffic congestion for event patrons and local traffic, provide a safe venue for attendees, performers and stadium personnel as well as prevent intrusion into neighborhoods while maintaining access to adjacent business properties.

The CHP has been an essential public safety partner in the implementation of the traffic plan for Levi’s Stadium. Since 2014, CHP has provided vehicles, radios, personnel and other necessary equipment to provide critical services for Highway 101 and Route 237, which they have jurisdiction over. In addition, CHP is also instrumental in helping the Police Department obtain threat intelligence information.

The number of CHP personnel necessary to implement the traffic plan varies according to the event type, day and time, anticipated attendance, dignitaries present, intelligence gathered and potential threat(s). The number of CHP personnel planned for the 2022/2023 event season has been significantly reduced from passed years. The CHP contract allows for its’ employees to be paid their hourly wage from their home station to their return to the home station, including mileage. In Fiscal Year 2021/22, there were 10 NFL events (between August 14, 2021 through January 2, 2022) and 1 non-NFL event (Coldplay concert on May 15, 2022). The average CHP cost was approximately $99,960 for each NFL event; as of the writing of this report, the billing is not yet complete for the concert.

As written, Amendment No. 5 extends the term of the agreement for traffic management and support related services from June 30, 2022 to June 30, 2024 and adds $2,875,189 for a total not to exceed $11,300,000. All other terms and conditions will remain the same, and the Police Department will continue to receive the CHP’s annual salary and benefit overtime rate sheet by classification according to their collective bargaining agreement.

At the time of this report, the following major events are planned through this calendar year. It is unknown how may additional event(s) may be scheduled this year, and at the writing of this report, the Stadium Authority is aware of only one concert scheduled beyond 2022.

Regardless, the Police Department is responsible to implement security measures, and corresponding contingency plans, in anticipation of the events currently planned at Levi’s Stadium. To accomplish this task, the Department needs to take into consideration the necessary approvals that need to take place with our law enforcement partners.

DAY / DATE EVENT
Saturday, July 2 Concert - Grupo Firme
Friday, July 29 Concert - Red Hot Chili Peppers
Friday, August 12 49ers vs. Green Bay Packers (pre-season) Saturday, August 27 Concert - The Weeknd
Sunday, September 18 49ers vs. Seattle Seahawks
Monday, October 3 49ers vs. Los Angeles Rams
Saturday, October 8 Concert - Elton John
Sunday, October 9 Concert - Elton John
SundayOctober 23 49ers vsKansas City Chiefs
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Friday, July 29 Concert - Red Hot Chili Peppers
Friday, August 12 49ers vs. Green Bay Packers (pre-season) Saturday, August 27 Concert - The Weeknd
Sunday, September 18 49ers vs. Seattle Seahawks
Monday, October 3 49ers vs. Los Angeles Rams
Saturday, October 8 Concert - Elton John
Sunday, October 9 Concert - Elton John
Sunday, October 23 49ers vs. Kansas City Chiefs
Sunday, November 13 49ers vs. Los Angeles Chargers
Sunday, November 27 49ers vs. New Orleans Saints
Sunday, December 4 49ers vs. Miami Dolphins
Sunday, December 11 49ers vs. Tampa Bay Buccaneers
Sunday, December 24 49ers vs. Washington Commanders
TBD, January 7 - 8 49ers vs. Arizona Cardinals
Per Measure J and applicable contracts, all public safety costs associated with Levi’s Stadium, including specialized law enforcement services provided via Agreement, are to be reimbursed to the City by the 49ers and Stadium Authority.

FISCAL IMPACT
Amendment No. 5 adds $2,875,189, for a maximum amount not to exceed $11,300,000, and will allow the CHP to continue to provide necessary traffic management and related support services for Levi’s Stadium. To date, the City has expended a total of $6,787,178 on the CHP agreement.

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

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

RECOMMENDATION
Authorize the City Manager/Executive Director to execute Amendment No. 5 to the Agreement with the California Highway Patrol in the amount of $2,875,189, for a maximum not to exceed amount of $11,300,000, and extend the term of the agreement to June 30, 2024, for traffic management and support services for special events at Levi’s Stadium.

Reviewed by: Pat Nikolai, Police Chief
Approved by: Rajeev Batra, City Manager/Executive Director City of Santa Clara Page 3 of 4 Printed on 6/3/2022
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ATTACHMENTS

1. State of California Standard Agreement and Amendments No. 1, 2, 3 and 4

2. State of California Standard Agreement Amendment No. 5 City of Santa Clara Page 4 of 4 Printed on 6/3/2022
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• , I ••,••• •••••~ .__ ,
Meeting Date:

Date:

To:

From:
~ AGENDA REPORT
City of Santa Clara, California
May 6, 2014
City Manager for Council Action
City Attorney
Agenda Item # t\ Q .. ~
Santa Clara
trod
iijjj_i 2001
Subject: Approval of a Standard Agreement with the California Highway Patrol for Traffic Control Related Services for Levi's Stadium Events
EXECUTIVE SUMMARY:

This Agreement with the California Highway Patrol (CHP) is the standard agreement for traffic control services provided by the CHP for special events. Under the Agreement, CHP officers from the San Jose Area Office will provide necessary traffic control and support for stadium events, subject to the hourly rates indicated in the Agreement.

A copy of the Agreement has been placed in Council offices for review.

ADV ANT AGES AND DISADVANTAGES OF ISSUE:

The advantages of this Agreement are that the CHP can provide necessary traffic control for Levi's Stadium events and that the duties and responsibilities of the City and the CHP are clearly set forth.

ECONOMIC/FISCAL IMP ACT:

It is anticipated that these traffic control costs will be reimbursed as public safety costs per the Stadium Lease Agreement.

RECOMMENDATION:

That the Council· approve and authorize the City Manager to execute the Standard Agreement by and between the City of Santa Clara and the California Highway Patrol for Traffic Control Related Services for Levi's Stadium Events.
-~~--====
Michael Sel ~
Police Chief
City Manager
Documents Related to this Report:

1. Standard Agreement No. 14R340002-0
I:\AGENDA\AGENDA REPORTS\Agenda Report CHP Standard Agreement re Stadium services.doc . I

CITY OF SANTA CLARA

AGENDA MATERIAL ROUTE SHEET
/
Council Date: May 6, 2014 .

SUBJECT: Approval of Standard Agreement with the California Highway Patrol for Traffic Control Related Services for Levi's Stadium Events
. PUBLICATION REQUIRED:

The attached Notice/Resolution/Ordinance is to be published __ time(s) at least __ days before the scheduled meeting/public hearing/bid opening/etc., which is scheduled for-~' 20_.

AUTHORITY SOURCE FOR PUBLICATION REQUIREMENT:

Federal Codes:

Title_ U.S.C. § __
(Titles m111 through 50)
Federal Regulations:

Title __ C.F.R. § __
(Titles ru11 I through 50)
City Regulations:

Ca1ifornia Codes:

Code __ § __
(i.e., Gol'em111e11t, Street a11d Highway, Pnblic Resources) California Regulations:

Title __ Cullfornift Code of Regulatious § __
(Titles ru111 tllrough 28)
City Cftttrler § __ City Cotle § __
(i.e., 1310, Public Works Contracts. Notice publisltefl at least 011ce at least te11 days before bid ope11l11g) Reviewed and approved:
~
i 1. As to City Functions, by [~·/ ~

2. As to Legality, by
ttorney's Office/CAO Assign. No /'=f. O{q

3. As to Environmental Impact Requirements, by
Diredtor of Planning and Inspection

4. As to Substance, by
I:\AGENDA\AGENDA ROUTE SHEETS\Standard CHP Agreement 5-6-14.doc Rev. Date 01-03-13 (
State of California-Transpodauon Agency

DEPARTMENT OF CALIFORNIA HIGHWAY PATROL
Business Services Section
Contract Services Unit
P.O. Box 942898
Sacramento, CA 94298-0001
(916) 843-3610
(800) 735-2929 (TT/TDD)
(800) 735-2922 (Voice)
June 27, 2014
City of Santa Clara (Santa Clara Police Department)
601 El Camino Real
(
EDMUND G. BROWN Jr., Governor
Santa Clara, CA 95050 A'TTW ·. Iv\ IC:+IA:6 L- 0i:::7Lt-El'l~~ CA-tl ½-C.f== DF POL.lc:>ESubject: Agreement Number l 4R340002-0 Complete the following marked item(s) and return to the above address within ten (10) business days:

STD. 213, Standard Agreement with attached exhibits. Sign the first page of the STD. 213, sign the additional single STD. 213, and return both copies.

STD. 213A, Standard Agreement Amendment. Sign the first page of the STD. 213A, sign the additional single STD. 213A, and return both copies.

STD. 210, Sh01t Form Contract. Sign and return both copies.

Letter of Agreement. Sign and return both copies.

STD. 204, Payee Data Record. Complete and return.

CCC, Contractor Certification Clauses. Complete and return.

Obtain and forward the liability insurance certificate required by the terms of the Agreement.

Resolution, motion, order, or ordinance from the local governing body authorizing this Agreement.

STD. 807, Payment Bond. Complete and return one copy.

CHP 28, Voluntaiy Statistical Data. Complete and return.

Other:

Contract status.

The enclosed agreement is signed on behalf of the Depaitment of California Highway Patrol. Process and when approved, return an original to this office .
.....Y... The enclosed approved agreement is for your records. You are now authorized to provide services. t,}flL
TEs§A 'a'oMEZ
Contract Analyst
Enclosures
Safety, Service, and Security An I11tematio11ally Accredited Agency STD213_0613.xft
Cl l~ERK FILE COPY

STATE OF CALIFORNIA
STANDARD AGREEMENT T.G.

STD 213 (Rev 06/03) AGREEMENT NUMBER
14R340002

REGISTRATION NUMBER

1. This Agreement is entered into between the State Agency and the Contractee named below:

STATE AGENCY'S NAME
Department of California Highway Patrol

CONTRACTEE'S NAME STATE AGENCY'S NAME
City of Santa Clara

2. The term of this 07/01/2014 OR UPON APPROVAL BY through 06/30/2016 Agreement is: (whichever is later)

3. The maximum amount $1,724,811.00
of this Agreement is: One Million Seven Hundred Twenty-Four Thousand Eight Hundred Eleven Dollars and Zero Cents

4. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made a part of the Agreement.

Exhibit A - Scope of Wark 2 pages
Exhibit 8 - Budget Detail and Payment Provisions 1 page Exhibit C* - General Terms and Conditions GTC 610
Exhibl! D - Special Terms and Conditions 1 page
Items shown with an Asterisk('), are hereby incorporated by reference and made part of this agreement as if at/ached hereto.

These documents can be viewed al www.oJs.dgs.ca.gov/Slandard+Language IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.

CONTRACTEE
CONTRACTEE'S NAME (if other than an lndMdual, state whether a corporation, partnership, etc.) City of Santa Clara
BY (Authorized Signature)
(PI

ADDRESS
601 El Camino Real
Santa Clara, CA 95050

AGENCY NAME

STATE OF CALIFORNIA
Department of California Highway Patrol
BY (Authorized Signature)
in c(c7'1~

PRINTED NAME AND TITLE OF PERSON SIGNING
DATE SIGNED(Do not type)
DATE SIGNE' not type)
&,-~~Ii../-
T. L. ANDERSON, Assistant Chief, Administrative Services Division

ADDRESS
SANTA CLARA CIT¥ ATIO
Oi!~- JuU'HILL,ASSISTANTCv A TIORNEY
California Department of General
Services Use Only
j
I ,J//i1! I .r) ?/J/ii , '
D Exempt per:

CITY OF SANTA CLARA
CHP Agreement# 14R340002
Exhlb!I A page 1 of 2

EXHIBIT A
(Standard Agreement)

SCOPE OF WORK

1. Contractee agrees to reimburse the Department of California Highway Patrol (CHP) for costs associated with traffic control related services for the planned events at the Levi's Stadium provided by the CHP San Jose Area office.

2. The services shall be provided during:

The hours of duty performed by CHP officer(s) under this Agreement are those mutually agreed upon by the Project Representatives listed below, or designees. Any changes to the proposed plan such as additional hours, dates, and sites for traffic control can be requested and/or on an "as needed" basis and must be mutually agreed upon by the local CHP command and the City of Santa Clara.

3. The Project Representatives during the term of this Agreement will be:

STATE AGENCY CONTRACT EE
Department of California Highway Patrol City of Santa Clara NAME NAI.IE Lt. John Blencowe Michael Sellers, Chief of Police TELEPHONE NUMBER (408) 467"5400 I

FAXNUMBER
(408) 467"5407
Direct all inquiries to :

STATE AGENCY CONTRACTEE
Department of California Highway Patrol City of Santa Clara SECTION/UNIT SECTION/UNIT Business Services Section/Contract Services Unit Santa Clara Police Department ATTENTION ATTENTION Tessa Gomez Michael Sellers , Chief of Police ADDRESS ADDRESS 601 N. 7th Street, Sacramento, CA 95811 601 El Camino Real, Santa Clara, CA 95050 TELEPHONE NUMBER I FAX NUMBER (916) 843"3613 I (916) 322"3166
TELEPHONE NUMBER I FAX NUl'BER
(408) 615-4890 (408~ 261"9165
SCOPE OF WORK (Continued)

EXHIBIT A
{Standard Agreement)

5. Detailed description of work to be performed:

CITY OF SANTA CLARA
CHP Agreement# 14R340002
Exhibit A page 2 of 2
A. CHP San Jose Area office shall provide CHP officer(s) with vehicles and coordinate all traffic control.

Should the CHP San Jose Area be unable to fill the necessary staffing for each event, the shortage of CHP Officers will be utilized from out-of-Area uniformed personnel.

B. The traffic control services to be performed by CHP officer(s) under this Agreement, including the standards of performance, discipline and control thereof, shall be the responsibility of CHP.

C. It is understood by the City of Santa Clara that billing of CHP officer(s) time shall be from portal to portal (CHP Area office to the service location and return to CHP Area office) except as specified in Item D.

D. If the CHP officer(s) has reported to the assigned location and has worked less than four (4) hours, City of Santa Clara agrees to pay every assigned CHP officer(s) a minimum of four (4) hours overtime.

Exception: This does not apply to those cases when the hours worked is part of an extended shift.

If the CHP officer(s) report(s) to the assigned service location and if for any reason CHP reassigns the officer(s) away from the service location, City of Santa Clara will be billed only for the officer(s) actual time incurred from the CHP Area office to the service location and for the time spent at the assigned service location covered under this Agreement.

E. Cancellation of Services
City of Santa Clara shall not be charged for service cancellations made more than 24 hours prior to the scheduled assignment.

1. City of Santa Clara agrees that if service cancellation is made within 24 hours prior to the scheduled assignment and the assigned CHP officer(s) cannot be notified of such service cancellation, a minimum of four (4) hours overtime shall be charged for each assigned CHP officer.

2. City of Santa Clara agrees that If service cancellation is made within 24 hours prior to the scheduled assignment and CHP officer(s) is notified of such service cancellation, City of Santa Clara shall only be charged a short notice service cancellation fee of $50.00 per assigned CHP officer(s).

3. All service cancellation notices to CHP must be made during normal CHP business hours of 8:00 a.m. to 5:00 p.m., Monday through Friday, excluding state holidays.

4. The CHP agrees to make reasonable efforts to notify the assigned CHP officer(s) of the service cancellation.

EXHIBITS
(Standard Agreement)

BUDGET DETAIL AND PAYMENT PROVISIONS

1. Invoicing and Payment

CITYOF SANTA CLARA
CHP Agreement# 14R340002
Exhibit B page 1 of 1
A The CHP shall provide City of Santa Clara with an itemized invoice which details all CHP costs for traffic control services under this Agreement.

Monthly itemized invoices will be submitted in duplicate to:

City of Santa Clara
Santa Clara Police Department
601 El Camino Real
Santa Clara, CA 95050
Attn: Lt. Brian Gilbert Phone: (408) 615-4804
City of Santa Clara agrees to pay CHP within thirty (30) days after the date of the invoice.

B. This Agreement includes hourly usages and anticipated mileage for the planned events at Levi's Stadium.

Officer Hours:

Sergeant Hours:

Motor Sergeant Hours:

Pilot Officer
Flight Officer
Aircraft
Patrol car mileage:

Motorcycle mileage:
15,600 hours
1,200 hours
1,200 hours
600 hours
1,200 hours
300 hours
33,600 miles
2,400 miles
C. In consideration for the traffic control services contained herein, City of Santa Clara agrees to reimburse the CHP upon receipt of an itemized invoice. City of Santa Clara agrees to reimburse the CHP for the actual costs Incurred at the time services are provided. The rates indicated in this agreement are for estimate purposes only. It is understood by both parties that rate increases in salary and benefits are governed by collective bargaining agreements and/or statute and that no advance written notification is necessary prior to implementing the increased rates. In the event CHP is granted a rate increase, City of Santa Clara agrees to pay the increased rate. The following information are the CHP officer and sergeant overtime rates effective Fiscal Year 13/14, until superseded:

CLASSIFICATION
CHP Officer
CHP Sergeant
MIC Sergeant
Pilot Officer
Flight Officer
Aircraft
CHP Automobile
CHP Motorcycle

OVERTIME RA TE
$ 79.25 per hour
$ 96.39 per hour
$ 99. 73 per hour
$ 92.57 per hour
$ 82.82 per hour
$207.71 per hour
$ 1.53 per mile
$ 0.96 per mile
GTC 610

EXHIBITC

GENERAL TERMS AND CONDITIONS

1. APPROVAL: This Agreement is of no force or effect until signed by both patiies and approved by the Depruiment of General Services, if required. Contractor may not commence performance until such approval has been obtained.

2. AMENDMENT: No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or Agreement not incorporated in the Agreement is binding on any of the parties,

3. ASSIGNMENT: This Agreement fa not assignable by the Contractor, eith~r in whole or in part, without the consent of the State in the form of a formal written amendment.

4. AUDIT: Contractol' agrees that the awarding depaiiment, the· Department of General Services, the Bureau of State Audits, or their.designated representative shall have the right to review and to copy any records and supporting documentation petiaining to the performance of this Agreement. Contractor agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period ofrecords retention is stipulated. Contractor agrees to allow the auditor(s) access to such records during nonnal business hours· and to allow . interviews of any employees \\'.ho might reasonably have information related to such records. • · Further, Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract rel(l.ted to perfonnance of this Agreement. (Gov. Code §8546.7, Pub.

Co~tract Code §10115 et seq., CCR Title 2, Section 1896), .

5. INDEMNIFICATION: Contraotor agrees to indemnify, defend and save liarmless the State, its officers, agents and employees from any and· all clainis and losses accruing Ot' re$ulting to any and all co~tractors, subcontractors, suppliers, laborers, and any other person, firm or corporation fwnisli4lg or ·supplying work services, materials, or supplies in connection with the performance of this Agreement, and from .any and all claims and losses accruing or resulting to any person, · finn.or corporation who may be injui;ed or damaged by Contractor in the perfonnance of this Agreement. ·

6. DISPUTES: Contractor shall continue with the responsibilities under this Agreement durJ.ng any dispute.
7 .. TERMJNATION FOR CAUSE: The State may terminate this Agreement and be relieve.cl of any payments should the Contractor fail to perform the requirements of this Agreement at the time.and in the-manner herein provided. In the event of such tennination the State may proceed with the work in any manner deemed proper by the State. All costs to the State shall be deducted from any sum due the Contractor under this Agreement and the balance, if any, shan be paid to -the Contractor upon demai1d. ·
.J

8. INDEPENDENT CONTRACTOR: Contractor, and the agents and employees of Contractor, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the State. · ·

9. RECYCLING CERTIFICATION: The Contractor shall certify in writing under.penalty of. perjury, the minimum, if not exact, percentage of post consumer material as defined in the Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to the State regardless of whether the product meets the requirements of Public Contract Code Secti_on 12209. With respect to printer or duplication cartddges that comply with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply (Pub. Conti·act Code §12205) ..
. . . 10. NON-DISCRJMINATION CLAUSE: Duringthepe1fonnance of this Agreement, Contractor and its subcontractors shaH not unlawfblly discriminate, _harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, ·. national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marit~ status, and.denial of family care leave. Contractor and subcontractors shall insure that the evaluatioriand treatment of their employees and · applicants for employment are-free from such discriminatio11 and harassment. ·Contractor and subcontractors shall comply with the provisions of the Fair Employm·ent and Housing Act (Gov.

Code § 12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Gove1nment Code Section 12990 (a~f), set fo1ih in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated . into this Agreement by referency and made a part. hereof as if set fo1ih in full. Contractor and its subcontractors shall give written noti"ce of their obligations under this clause to labor organizations ·with which they have a collective ~argaining or other Agreement.

Conh·actor shaU include the nondiscrimination and compliance provisions of.this clause in all subcontracts to perfonn work under the Agreement.

11. CERTIFICATION CLAUSESi The CONTRACTOR CERTIFICATION CLAUSES contained in the document CCC 307 are J1ereby incorporated by reference and made a part of this Agreement by this reference as if attached hereto.

12. TIMELINESS: Time is of the essence fo this Agreement.

13. COMPENSATION: The consideration to be paid Contractor, as provided herein, sfo1ll be in compensation for all of Contractor's expenses incuned in the performance hereo~ including travel, per diem, and taxes, unless othen-yise expressly so provided. · ·

14. GOVERNING LAW: This contract is governed by and shall tie inte1preted in accordance with the laws of the State of California.- ·
..

15. ANTITRUST CLAIMS: The Contractor by signing this agreement h~reby certifies that if these services or goods are obtained by means of a competitive bid, the Contractor shall comply with the requirements of the Government Codes Sections set out below. · a, The Government Code· Chapter on Antitrust claims contains the foliow.ing definition~:
1) 11Public purchase11 means a purchase by means of competitive bids of goods, services, 01' materials by the State or any of its political subdivisions o~· public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision (c) of'Section 16750 of the Business and Professions Code. ·
2) 11Public purchasing body" means t~e State or the subdivision or agency making a public purchase. Government Code Section 4550. · (
b. In submitting a bid to a public plU'chas.ing body, the bidder offers and agrees that if the bid is accepted, it wHl assign to the pmchasing body all rights, title, and interest in and tb all causes of __ action it may have under Section_4 of the Clayton Act (15 U.S.C. Sec. 15) or un.der the Cartwright Act (Cp.apter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from pmchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be 1~ade ai1d ·· ·become effective at the time the purcha~ing body tenders fmal payment to the bidder.

Government Code Section-4552. ·
. c. If an awarding body or public pirrchasing body receives, either tbrough judgment or settlement, a monetary tycovei-y for a cause of action assigned under this chapter, the assignoi·. · shall be entitled to receive r~!llbursement for actual legal costs inouned anq may, upon demand, recover from the public body any po1tion of the recovery,. including h·eble damages, attributable to overcharges that were paid_ by" the assignor but were not paid by the public-body as pait of the bid price, less the expenses incurred in ob faining that p01ih;i11 of the recovery. Government Code Section 4553. , . . -
d. Upon demand in writing by the assignor, the assigne~ shall, within one year from such _ .demand, reassign the cause of action assigned under thls part if the assignor has been or may have been injured by the violation oflaw for which the cause of action arose and (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the cause·of _ action. See Government Co.de Section 4554. -. -

16. CHILD SUP:PORT COMPLIANCE ACT: For any Agreement in·excess of$100,000, the contractoi- acknowledges ip. accordance with Public Contract Code 7110, that:
a. The contractor recognizes the impmiance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support ·enforcement, including, but not li.tp.ited to, disclosure of Jnf01mation and compliance with earnings assignment orders, as provided in Chapter 8 ( commencing with section 5200) of Part 5 of Division 9 of the Family Code-; and ·
b. The contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees ·and.is providing the names of ali new employees to the New Hire Registry ~aintained by the California Employment Development Deprui:ment. · ·

17. UNENFORCEABLE PROVISION: hi the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the patties agree that all other provisions of this Agret;:ment have force and effect and shall not be affe?ted thereby. ·

18. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of $200,000, the Contractor shall give priority consideration in filling vacancies in positions fimded by the Contract to' qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance·with Pub. Contract Code §10353.

19. SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REPORTING · REQUIRE:MENTS:
a. If for this Contract Contractor made a commitment to achieve· small business participation, ' then Contractor must within 60 days of receiving final payment under this Contract ( or within such other time period as may.be specified elsewhere in this Contract) report to the awarding depal'tment the actual percentage of small business participation that was achieved. (Govt. Code § 14841.)
b. If for this Contract Contractor made a commitment to achieve disabled veteran business enterprise (DVBE) participatiop., then Contractor must within 60 days of receiving final payment under this Contract ( or withiµ such other time period as may be specified elsewhere in this Contract) certify in a report to the awarding department: (I) the total amount the prime Contractor received under the Contract; (2) the name and address of the DVBE(s) that · pruiicipated in the performm1ce of the Contrnct; ·(3) the amount each DVBE received from the prime Contractor; ( 4) that ~II payments under the Contract have been made to the DVBE; and (5) the actual percentage of DVBE paiiicipation that was achieved. A person or entity that lmowingly provides false information shall be subject to a civil penalty for each violation. (Mil. & Vets. Co~e § 999.5(d); Govt. God~§ 14841.)

20. LOSS LEADER:

If this contract involv~ the furnishing of equipment, materials, 01· supplies then the following statement is incorporated: It is 1:llllaw:ful for any person engaged in b~rniness withh1 this state to sell ~ruse any miicle or product as a "lqss lea4er" as defined.in Section 17030 of the Business. _ and Professions Code. (PCC 10344(e).)
S:\ADMIN\HOMEPAGE\GTC-61 O.doc . .

CCC-307 ·

CERTIFICATION
I, the official named belbw, CERTIFY UNDER PENALTY OF PERJURY that I am duly authorized to legally bin~ the prospective Contractor ·to the clause(s) listed below. This certification is made under the laws of the State ofCalifonria. · - i------
Contractor/Bidder Firm Name (Printed) . I' Federa~ !D Number . ~{dxx)'f
',By (Authorized Signature) --~-~---~-------~
h---
Person Signing

1... 11'•·Yi1:>. J' hJ 'f 1/'
Date Executed Executed in the County of
~ 2-g--h · 0A--i'A C\ l\\r~

CONTRACTOR CERTIFICATION CLAUSES

1. STATEMENT OF COMPLIANCE: Contractor ha,s, unless exempted, complied with the nondiscrimination program requirements. (Gov. Code §12990 (a-f) and CCR, Title 2, Section 8103) (Not applicable to public entities.)

2.-DRUG-FREE WORKPLACE REQUIREMENTS: Contractor will comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide 3: drug-free · workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensatio~, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations. · b. Establish a Drng-Free Awareness Program to inform employees about:
1) the dangers of drug abuse in the workplace; .
2) the person's or organization's policy of maintaining a dmg-free workplace; . 3) any available counseling, rehabilitation and.employee assistance progri:uns; and, 4) penalties that may be imposed u,pon employees for drug abuse violations. . . . . c. Every empl9yee who works !?n the proposed Agreement will:
1) receive a-copy of the company's drng-free workplace policy statement; and, 2) agree to ablde by the terms of the company's statement as a condition of employment on the Agreement
Failure to comply with these requirements may result in suspension ·of payments under the Agreement or te1mination of the Agreement or both and Contractor may be ineligible for award of any future State agreements if the d~partment deternrines that- any of the following has occurred: the Contractor has made false ce1tificatio11, or violated the certification by failing to carry out the requirements as noted above. (Gov. Code §8350 et seq.)

3. NATIONALLABORRELATIONS BOARD CERTIFICATION: Contractorceitifies that no more than one (1) final unappealable fmding of contempt of courfby a Federal court has been issued against Contractor within the immediately preceding two-year · period because of Contractor1s failme to comply with an order of a Federal comt, which orders Contractor to comply with an order of the National Labor Relations Board. (Pub. · Contract Code § 10296) (Not applicable to public entities.)

4. CONTRACTS FOR LEGAL SERVICES $50,000 OR MORE- PRO BONO REQUIREMENT: Contractor hereby ce1tifies that contractor will comply with the requirements of Section 6072 ofthe Business and Professions Code, effective January r, 2003.

Contractor agrees to make a good faith effo1t to ptovide a minimum number of hours of prp bono legal services during each year of the co11tract equal to the lessor of 30 multiplied by the number of foll time attorneys in the firm's offices in the ~tate, with the number of hours prorated on an actual day basis for any contract period of less t_han a full year or 10% of its. contract with the State.

Failure to make a good faith effo1t may be ca~se for non-renewal of a state co11'tract for legal services, and may be taken into account when dete1mining the award of future contracts with the State for legal services,

5. EXPATRIATE CORPORATIONS: Contractor hereby declares that it is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of Public Contract Code Section 10286 and 10286.1, and is eligible to contract with the · State of California.

6. SWEATFREE CODE OF CONDUCT:
a. All Contractors contracting for the procurement or laundering of apparel, garments or corresponding accessories, or the procureme11t of equipment, materials, or supplies) other than procurement related to a-public works contract, declare under penalty of perjury that no apparel, gannents or corresponding accessories, equipment, materials, or supplies ftunished to the state pursuant to the .contract have been laundered, or produced in whole or in part by sweatshop labor, fo1•ced labor, convict labor, indentured labor under penal sanction, abusive fonns of child labor or exploitation-of chlklren in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive fonns of child labor or exploitation of children in sweatshop labor. Tlie contractor further declar.es und.er penalty of pe1jury f4at they adhere to the Sweatfree Code of Conduct as set forth on th~ California Department oflndustrial Relations website located at vvww.dir.ca.gov, and°Fublic Qontract Code Section 6108. b. The contractor agrees to cooperate fully in providing reasonable access to· the contractor's records, documents; agents or employees, or premises if i·easonably required by authoifaed officials of the contractiµg agency, the Department ofindustrial RelatioD:3_, or the Department of Justice to dete1mine the contractor's compliance with the requirements under paragraph (a).

7. DOMESTIC PARTNERS: For contracts over $100,000 executed or amended after January 1, 2007, the contractor certifies that contractor is in compliance with Public Contract Code section 10295.3 .
. DOING BUSINESS WITH THE STATE OF CALIFORNIA
The following laws apply to persons or entities doing business with the State of Califomia.

L CONFLICT OF INTEREST: Contractor needs to be aware of the following provisions regarding cunent or fo1mer state employees. If Contractor has any questions on the status of any person rendering services or involved with:the Agreement, the awarding agency must be contacted immed!ately for clarification.

Current State Employees (Pub. Contract Code § 10410): . , 1). No officer-or employee shall engage in any employmel}.t, activity or enterprise from which the officer or employee receives com.p-ensation or has a financial interest and which is sponsored or :funde·d by any state agency, unless the employnient, activity or enterprise is-required as a condition of regular state employme-9-t. 2). No officer or employee shall contract on his or her own behalf as an independent. contractor with any state age~cy to pro_vide goods or services.

Fonner State Employees (Pub. Contract Co4e §10411):
1). For the two-year period from the date he or she left state employment, no fom1er state officer or employee 1~ay enter into a contract in which he or she engaged in any of the l).egotiations, transactionsj planning, anangements or any part of the <l!:lcision-making process relevant to the contract while employed in any capacity by any state.agency. 2). For the twelve-month period'from the date he or she left state employment, no former state officer or employee may enter into a· co~tract with any state agency if he or she was employed by that state.agency in a policy-making position in the same general subje9t area as the proposed contract within the 12-month period prior to his or her leaving state service.

If Contractor vioiates any.provisidns. of above paragr~;hs, such action by Cci~h·actor shall · render this Agreement void. (Pub. Conh·act Code § 10420) Members of boards and commissions are exempt from this section if they do not receive payment other than payment of each meeting of the board or commission, payment for preparatory time and payment for per diem .. (Pub. Contract Code § 1043 0 ( e ))

2. LABOR CODE/WORKERS1 COMPENSATION: Contractor needs to be aware of the provisions which requfre every employer to be insured against liability for Worker1s Compensation ot to unde1iake self-insur~ce in accordance with the provisions, and Contractor affirms to comply with such provisions before commencing the performance of the work of this Agreement. (Labor Code Section 3700).

3. AMERICANS WITH DISABILITIES ACT: Contractor assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pmsuantto the ADA. (42 U.S.'C. 12101 et seq.)

4. CONTRACTOR NA1vIE CHANGE: An amendment is required to change the Contractols name as listed on this Agreement. Upon receipt oflegal documentation of the name change the State will process the amendment. Payment of invoices presenteq with a new name cannot be paid prior to approval of said amendment. ·

5. CORPORATE QUALIFICATIONS TO DO BUSINESS IN CALIFORNIA:
a. When.agreements are to be performed in the state by corporations, the contracting agencies will be verifying that the contractor is currently qualified to do business in California in order to ensure that all obligations due to the state are fulfilled. · . . b. 11Doing business" is defined in R&TC Section 23101·as actively engaging in any transaction for the purpose of foiancial or pecuniary gain or profit Although there are some statutory exceptions to taxation, rarely will a coiporate contractor petf orming within the state not be subject to the franchise· t~. · · c. Both domestic and foreign corporations (those inc01porated outside of California) must . be in good standing in order to be qualified to do business in Califomia. Agencies will determine whether a corporation i~ in good standing by calling the Office of the Secretary of State ..

6. RESOLUTION: A county, city, district, or other local public body must prqvide the State with a copy of a resolution, order, motion, or ordinance of the loqal gove1}'1ing body which _by law has authority to enter into an agreement, authorizing execution of the · agreement. . .

7. AIR OR WATER POLLUTION VIOLATION: Under the State laws, the Con.tractor shall not be: (1) in violation of any· order or resolution not subject to review promulgated by the State AirResoutces Board or an aif pollution conttol district; (2) subject to cease and desist ordei' not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or (3) finally detennined to by in violation of provisions of federal law relating to air or-water pollution. ·

8. PAYEE DATA RECORD FORM STD. 204: This fonn must be completed by all contractors that are not another state agency or other governmental entity.

SPECIAL TERMS AND CONDITIONS

EXHIBIT D
(Standard Agreement)

CITY OF SANTA CLARA
CHP Agreement# 14R340002
Exhlbit D page 1 of 1

1. The CHP and City of Santa Clara agree this Agreement may be canceled by either party with thirty (30) days advance written notice.

2. In the event of an emergency, this Agreement may be canceled by either party without prior notice.

3. The CHP and City of Santa Clara, agree that this Agreement may be amended by written mutual consent of the parties hereto.

4. Unforeseen events may require CHP officer(s) to expend hours in excess of the original estimate. Any costs in excess of the original estimated amount will be processed by appropriate amendment to the Agreement, to reflect the actual costs incurred.

5. Additional charges may be assessed for CHP supplies, additional equipment utilized, damage to property repaired or replaced at state expense, which are directly related to the services provided herein, but only to the extent such supplies or additional equipment are specifically requested in writing by City of Santa Clara or such need for repair or replacement of property arises directly from the City of Santa Clara gross misconduct or willful negligence with respect to the property.

6. Gifts, donations, or gratuities may not be accepted by CHP employees in their own behalf or in behalf of the Department, informal squad club, or other local funds.

7. Any dispute concerning a question of fact arising under the terms of this agreement which is not disposed within a reasonable period of time {ten days) by the parties normally responsible for the administration of this contract shall be brought to the attention of the Administrative Services Officer (or designated representative) of each organization for joint resolution

8. City of Santa Clara agrees that the awarding department, the Department of General Services, the Bureau of State Audits, or their designated representative shall have the right to review and to copy and records and supporting documentation pertaining to the performance of this Agreement. City of Santa Clara agrees to maintain such records for possible audit for a minimum of three {3) years after final payment, unless a longer period of records retention is stipulated. City of Santa Clara agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, City of Santa Clara agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement. (Gov. Code §8546.7, Pub. Contract Code §10115 et CCR Title 2, Section 1896).

9. Any dispute concerning a question of fact arising under the terms of this agreement which is not disposed within a reasonable period of time {ten days) by the parties normally responsible for the administration of this contract shall be brought to the attention of the Administrative Services Officer (or designated representative) of each organization for joint resolution

10. City of Santa Clara agrees to provide CHP with a resolution, motion, order or ordinance of the governing body, which authorizes execution of this Agreement, and indicates the individual who is authorized to sign the Agreement on behalf of City of Santa Clara.

STATE OF CALIFORNIA
STANDARD AGREEMENT AMENDMENT STD. 213 A (Rev G/03)
TG
□ CHl£CK HERE IF ADUITIONAL PAGF.S ARF. ATTACHED ___ Pages AGREEMENT NUMBER AMENDMENT NUMBER 14R340002 1

REGISTRATION NUMBER

1. This Agreement Is entered into between the State Agency and Contractor named below: STATE AGENCY'S NAME Department of California Highway_.Eatrol _ ____________________ _ __ _ CONTRACTOR'S NAME City of Santa Clara

2. The term of this
Agreement is 07/01/2014 through 06/30/2016

3. The maximum amount of this $2,724,811.00
Agreement after this amendment is: Two Million Seven Hundred Twenty-Four Thousand Eight Hundred Eleven Dollars and Zero Cents

4. The parties mutually agree to this amendment as follows. All actions noted below are by this reference made a part of the Agreement and incorporated herein:

Agreement 14R340002 dated 07/01/2014 for reimbursable traffic enforcement services, is hereby amended to add funds in the amount of One Million Dollars and Zero Cents ($1,000,000.00). The maximum amount of this agreement shall not exceed Two Million Seven Hundred Twenty-Four Thousand Eight Hundred Eleven Dollars and Zero Cents ($2,724,811.00).

Except as herein amended, all other terms and conditions remain in full force and effect.

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.

CALIFORNIA
CONTRACTOR Department of General Services
CONTRACTOR'S NAME (If other than ar1 individual, state whether a corporation, partnership, etc.) Use Only
City of Santa Clara ,w--~
BY (Authorized Signal~ I DATE SIGNED (Do not type)
<:",.._n O ~-V--\..~~ if">--.al1o;
PRINUD NAME ~D TITLE OF PERSON SIGNING
Julio J. Fuentes, City Manager APPROVED

ADDRESS
601 El Camino Real
Santa Clara CA 95050 AUG I O 20l5

STATE OF CALIFORNIA

AGENCY NAME OFFICE OF LEGAL SERVICES
DEPT. OF GENERAL SERVICES
Department of California Hiahwav Patrol
BY (Authorized Signature) I DATE SIGNED (Do ~ot type)
f6 '-~~CJ.A~ t -,) L/- IS
PRINTED NAME A ND TITLE OF PERSON SIGNING □ Exempt per:

T. L. ANDERSON, Assistant Chief, Administrative Services Division ADDRESS <:2------ P.O. Box 942898, Sacramento, CA 94298-0001 State of California-Transportation Agency

DEPARTMENT OF CALIFORNIA HIGHWAY PATROL
Business Services Section
Contract Services Unit
601 N. 7th Street
Sacramento, CA 95811
(916) 843-3610
(800) 735-2929 (TT/TDD)
(800) 735-2922 (Voice)
August 22, 2016
City of Santa Clara (Santa Clara Police Department)
601 El Camino Real
Santa Clara, CA 95050
EDMUND G. BROWN Jr., Governor
Avnl.' fJ\P--\261 C \2{,7'1\(12.. J off1(,,£.-. 0F C,-t\ ll:JF' Dr t=buu't, Subject: AgreementNumber 14R340002-2
Congratulations, you have been awarded the agreement. Please complete the following marked item(s) and return to the above address within ten (10) business days:

STD. 213, Standard Agreement with attached exhibits. Sign the first page of the STD. 213, sign the additional single STD. 213, and return both copies.

STD. 213A, Standard Agreement Amendment. Sign the first page of the STD. 213A, sign the additional single STD. 213A, and return both copies.

STD. 210, Short Form Contract. Sign and return both copies.

Letter of Agreement. Sign and return both copies.

STD. 204, Payee Data Record. Complete and return.

CCC, Contractor Certification Clauses. Complete and return.

Obtain and forward the liability insurance certificate required by the terms of the Agreement.

Resolution, motion, order, or ordinance from the local governing body authorizing this Agreement.

STD. 807, Payment Bond. Complete and return one copy.

CHP 28, Voluntary Statistical Data. Complete and return.

CHP 78V, Conflict oflnterest & CHP 116, Darfur Certification Contract status.

The enclosed agreement is signed on behalf of the Department of California Highway Patrol. Process and when approved, return an original to this office.
_..'!_ The enclosed approved agreement is for your records. You are now authorized to provide services.

T~MEZ~~~
Contract Analyst
Enclosures
Safety, Service, and Security An Internationally Accredited Agency STD213_1015.xll

STATE OF CALIFORNIA
STANDARD AGREEMENT AMENDMENT CITY CLERK FILE COPY STD. 213A (Rev 6/03) cs
□ CHECK HERE IF ADDITIONAL PAGES ARE ATTACHED Pages AGREEMENT NUMBER AMENDMENT NUMBER --- 14R340002 2

REGISTRATION NUMBER

1. This Agreement Is entered into between the State Agency and Contractor named below: STATE AGENCY'S NAME Department of California Highway Patrol CONTRACTOR'S NAME Cit of Santa Clara

2. The term of this
Agreement is 07/01/2014 through 06/30/2018

3. The maximum amount of this $4,424,811.00
Agreement after this amendment is: Four Million Four Hundred Twenty-Four Thousand Eight Hundred Eleven Dollars and Zero Cents

4. The parties mutually agree to this amendment as follows. All actions noted below are by this reference made a part of the Agreement and incorporated herein:

Agreement 14R340002 dated 07/01/2014 for reimbursable traffic enforcement seivices, is hereby amended to extend the term for an additional twenty-four (24) months from 06/30/2016 to 06/30/2018, and add funds in the amount of One Million Seven Hundred Thousand Dollars and Zero Cents ($1,700,000.00). The maximum amount of this agreement shall not exceed Four Million Four Hundred Twenty-Four Thousand Eight Hundred Eleven Dollars and Zero Cents ($4,424,811.00).

Except as herein amended, all other terms and conditions remain in full force and effect.

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.

CONTRACTOR
CONTRACTOR'S NAME (ff other than an Individual, stale whether a corpora/ion, partnership, etc.) Cit of Santa Clara

ADDRESS
601 El Camino Real
Santa Clara CA 95050

AGENCY NAME

STATE OF CALIFORNIA
PRINTED NAM ~ND TITLE OF PERSO SIGNING
DATE SIGNED (Do not type)
,. -u,. ll,,
DA
P. SLINEY, Assistant Chie , AdministratiVEl Seivices Division

ADDRESS
601 ,~ _ Sacramento, CA 95811
City Clerk

CALIFORNIA
Department of General Services
Use Only

APPROVED
AUG _ 9 20!6
D xemptper:

STATE OF CALIFORNIA
STANDARD AGREEMENT AMENDMENT STD. 213 A (Rev 6/03)
cs □ CHECK HERE IF ADDITIONAL PAGES ARE ATTACHED ___ Pages AGREEMENT NUMBER AMENDMENT NUMBER 14R340002 2

REGISTRATION NUMBER

1. This Agreement Is entered into between the State Agency and Contractor named below: STATE AGENCY'S NAME Department of California Highway Patrol CONTRACTOR'S NAME Cit of Santa Clara

2. The term of this
Agreement is 07/01/2014 through 06/30/2018

3. The maximum amount of this $4,424,811.00
Agreement after this amendment is: Four Million Four Hundred Twenly-Four Thousand Eight Hundred Eleven Dollars and Zero Cents

4. The parties mutually agree to this amendment as follows. All actions noted below are by this reference made a part of the Agreement and incorporated herein:

Except as herein amended, all other terms and conditions remain in full force and effect.

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.

CONTRACTOR
CONTRACTOR'S NAME (If o!her than an Individual, state whether a corporation, partnership, etc.) Cit of Santa Clara

ADDRESS
601 El Camino Real
Santa Clara, CA 95050

AGENCY NAME
2S

STATE OF CALIFORNIA

PRINTED NAME AND TITLE OF PERSO SIGNING
DATE SIGNED (Donot!ype)
D SIGNED (Do not type)
·I· [lo
P.' SLINE;Y, Assistant Chie, Administrative Services Division

ADDRESS
601 N. 7"' Street, Sacramento, CA 95811
City

CALIFORNIA
Department of General Services
Use Only

APPROVED
Ml,_920!6
, OFFICE OF LEGAL SER~ICES
j___Q£f'T OF GENERAL SERVICES
D Exempt per:

State of California—Transportation Agency EDMUND G. BROWN Jr., Governor

DEPARTMENT OF CALIFORNIA HIGHWAY PATROL
Safety, Service, and Security An Internationally Accredited Agency Business Services Section
Contract Services Unit
P.O. Box 942898
Sacramento, CA 94298-0001
(916) 843-3610
(800) 735-2929 (TT/TDD)
(800) 735-2922 (Voice)
July 25, 2018
City of Santa Clara
Santa Clara Police Department
601 El Camino Real
Santa Clara, CA 95050
Subject: Agreement Number: 14R340002-3
Complete the following marked item(s) and return to the above address within ten (10) business days:

Std. 213, Standard Agreement with attached exhibits. Sign the first page of the Std. 213, sign the additional single Std. 213, and return both copies.

Std. 213A, Standard Agreement Amendment. Sign the first page of the Std. 213A, sign the additional single Std. 213A, and return both copies.

Std. 210, Short Form Contract. Sign and return both copies.

Std. 204, Payee Data Record. Complete and return.

CCC, Contractor Certification Clauses. Complete and return.

CHP 78V, Conflict of Interest and Confidentiality Statement-Vendor. Complete and return.

CHP 116, Darfur Contracting Act. Complete and return.

Obtain and forward the liability insurance certificate required by the terms of the Agreement.

Resolution, motion, order, or ordinance from the local governing body authorizing this Agreement.

Please send a copy of current business license issued by local city/county.

Please send a copy of current Inspection Authorization license per terms of the Agreement.

Contract status:

The enclosed Agreement is signed on behalf of the Department of California Highway Patrol.

Process and when approved, return an original to this office.

Amendment 3 is approved and enclosed for your records.

DENISE LORENZ-COELHO
Contract Analyst
Enclosure
60S6TATE OF CALIF ORN IA
STANDARD AGREEMENT AMENDMENT STD. 213 A (Rev 6/03)
DLC
□ CHECI-: HERE IF ADDITIO:\AL PAGES ARE .-\TL\CHED Pages AGREEMENT NUMBER AMENDMENT NUMBER 14R340002 3

REGISTRATION NUMBER

1. This Agreement 1s entered into between the State Agency and Contractor named below: STATE AGENCY'S NAME Department of California Highway Patrol CONTRACTOR'S NAME City of Santa Clara

2. The term of this
Agreement is 07/01/2014 through 06/30/2020

3. The maximum amount of this $5,924,811.00
Agreement after this amendment is: Five Million Nine Hundred Twenty-Four Thousand Eight Hundred Eleven Dollars and Zero Cents

4. The parties mutually agree to this amendment as follows. All actions noted below are by this reference made a part of the Agreement and incorporated herein:

Agreement 14R340002 dated 07/01/2014 for reimbursable traffic control services, is hereby amended to extend the term an addition twenty-four (24) months from 07/01/2018 to 06/30/2020, and add funds in the amount of One Million Five Hundred Thousand Dollars and Zero Cents ($1 ,500,000.00). The maximum amount of this Agreement shall not exceed Five Million Nine Hundred Twenty-Four Thousand Eight Hundred Eleven Dollars and Zero Cents.

Except as herein amended, all other terms and conditions remain in full force and effect.

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.

CONTRACTOR
CONTRACTOR'S NAME (If other than an individual, state whether a corporation, partnership, etc.)

PRINTED NAME AND T TLE OF PERSON SIGNING
DEANNA J. SANTANA , ClTY MANAGER I

ADDRESS
601 El Camino Real, Santa Clara, CA 95050

STATE OF CALIFORNIA

AGENCY NAME

PRINTED NAME AND TITLE OF PERSON SIGNIN
DAT~ SIGNED (Do nottype)
P. SLINEY, Assistant Chief, Adm istrative Services Division

ADDRESS
601 N. 7th Street, Sacramento, CA 95811
□

CALIFORNIA
Department of General Services
Use Only

APPROVED
ST:

SANTA 7ffA C~Y'S OFFICE
Af:l /Actina Citv Cleric
APR 22 2021
CH:MAM:skb

STATE OF CALIFORNIA - DEPARTMENT OF GENERAL SERVICES

STANDARD AGREEMENT - AMENDMENT
STD 213A (Rev. 10/2019)
□ CHECK HERE IF ADDITIONAL PAGES ARE ATTACHED __ PAGES

AGREEMENT NUMBER
14R340002

1. This Agreement is entered into between the State Agency and the Contractor named below:

STATE AGENCY NAME
Department of California Highway Patrol

CONTRACTOR NAME
City of Santa Clara

2. The term of this Agreement is:

START DATE
07/01/2014

THROUGH END DATE
06/30/2022

3. The maximum amount of this Agreement after this Amendment is:

AMENDMENT NUMBER
4 Purchasing Authority Number
$8,424,811.00 - Eight Million Four Hundred Twenty-Four Thousand Eight Hundred Eleven Dollars and Zero Cents

4. The parties mutually agree to this amendment as follows. All actions noted below are by this reference made a part of the Agreement and incorporated herein:

1. This Amendment adds Two Million Five Hundred Thousand Dollars and Zero Cents ($2,500,000.00) to the Agreement. The maximum amount of this Agreement shall not exceed Eight Million Four Hundred Twenty-Four Thousand Eight Hundred Eleven Dollars and Zero Cents ($8,424,81 1.00).

2. The End Date of this Agreement has been extended from 06/30/2020 to 06/30/2022.

All other terms and conditions shall remain the same.

IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED BYTHE PARTIES HERETO.

CONTRACTOR
CONTRACTOR NAME (if other than an individual, state whether a corporation, partnership, etc.) City of Santa Clara

CONTRACTOR BUSINESS ADDRESS
601 El Camino Real

PRINTED NAME OF PERSON SIGNING
Deanna J. Santana
~ RA~\;o:IGNATURE

I STATE OF CALIFORNIA
CONTRACTING Ah NCY NAME
Department of California Highway Patrol

CONTRACTING AGENCY ADDRESS
PO Box 942898

PRINTED NAME OF PERSON SIGNING
C. D. KING

CONTRACTING AGENCY AUTHORIZED SIGNATURE
c_, Q.~
CALIFORNIA DEPARTMENT OF ~RAL SERVICES AP

APPROVED
-

OFFICE OF LEGAL SERVICES
DEPT. OF GENERAL SERVICES
VED AS TO FORM:

CLARA CITY ATTORNEY'S OFFICE

CITY I STATE IZIP
Santa Clara CA 95050
TITLE
City Manager

DATE SIGNED
'/2-/ 2-02-0

CITY ' STATE 'ZIP
Sacram ento CA 94298
TITLE
. Chief, Administrative Services Division

DATE SIGNED
? -3ei . 2....Q2..l
EXEMPTION (If Applicable)

Page 1 of 1 ends

City Council and Authorities ConcurrentJune 7, 2022

City Council and Authorities Concurrent
June 7, 2022