Agenda packet — City Council and Authorities Concurrent, September 27, 2022 (part 1 of 8)

City of Santa Clara
Joint Meeting Agenda of the
Council and Authorities Concurrent &
Santa Clara Stadium Authority Meeting
Hybrid Meeting
City Hall Council Chambers/Virtual
1500 Warburton Avenue
Santa Clara, CA 95050
Tuesday, September 27, 2022 5:00 PM
The City of Santa Clara will be conducting City Council meetings in a hybrid manner (in-person and continues to have methods for the public to participate remotely). Pursuant to Government Code Section 54953(e) and City of Santa Clara Resolution No. 22-9142, Councilmembers may teleconference from remote locations and the City continues to provide methods for the public to participate remotely:
• Via Zoom:
o https://santaclaraca.zoom.us/j/99706759306
Meeting ID: 997-0675-9306 or
o Phone: 1(669) 900-6833
• Via the City’s eComment (now available during the meeting) • Via email to [email protected] (Comments received after 2:00 PM on the day of the meeting will be made part of the public record but will not be read out loud during the meeting). This email address will be disabled after the October 4, 2022 meeting. Comments will continue to be accepted through City’s eComment.

As always, the public may view the meetings on SantaClaraCA.gov, Santa Clara City Television (Comcast cable channel 15 or AT&T U-verse channel 99), or the livestream on the City’s YouTube channel or Facebook page.

Closed Session - 5:00 PM | Regular Meeting - 7:00 PM
5:00 PM CLOSED SESSION
Call to Order in the Council Chambers
Roll Call
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Joint Council and Authorities Concurrent
& Stadium Authority Meeting
Meeting Agenda September 27, 2022

1.A Conference with Legal Counsel-Anticipated Litigation (CC) Pursuant to Gov. Code § 54956.9(d)(2) - Exposure to litigation Number of potential cases: 1
Facts and Circumstances: Pursuant to Gov. Code § 54956.9(e) (1) - Not disclosed on agenda
(Deferred from September 13, 2022)
22-1182

1.B Conference with Labor Negotiators (CC)
Pursuant to Gov. Code § 54957.6
City representative: City Manager’s designee
Employee Organization(s):

Unit #1-Santa Clara Firefighters Association, IAFF, Local 1171 Unit #2-Santa Clara Police Officer’s Association
Unit #3-IBEW Local 1245 (International Brotherhood of
Electrical Workers)
Unit #4-City of Santa Clara Professional Engineers
Units #5, 7 & 8-City of Santa Clara Employees Association Unit #6-AFSCME Local 101 (American Federation of State, County and Municipal Employees)
Unit #9-Miscellaneous Unclassified Management Employees Unit #9A-Unclassified Police Management Employees
Unit #9B-Unclassified Fire Management Employees
Unit #10-PSNSEA (Public Safety Non-Sworn Employees
Association)
22-1200
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Joint Council and Authorities Concurrent
& Stadium Authority Meeting
Meeting Agenda September 27, 2022

1.C Conference with Real Property Negotiators (CC)
Pursuant to Gov. Code § 54956.8
Property: East of Loyalton and West of Cold Springs in Sierra and
Lassen Counties, APN: 147-040-02-11, 147-050-02-11,
147-050-03-11, 147-05-19-11, 147-070-04-11, 147-070-05-11, 147-080-01-11, 147-080-03-11, 147-080-11-11, 147-080-14-11, 147-080-15-11, 021-010-003, 021-020-001, 016-100-004, 016, 090, 059, 021-010-006, 021-010-012, 016-100-005,
016-080-008, 016-070-012, 016-090-011, 021-010-013,
016-100-001, 016-100-006 and 016-080-007
City/Authority Negotiator: Rajeev Batra, City Manager (or designee)
Negotiating Parties: California Department of Fish and Wildlife Under Negotiation: Purchase/Sale/Exchange/Lease of Real Property (provisions, price and terms)
22-1203
Public Comment
The public may provide comments regarding the Closed Session item(s) just prior to the Council beginning the Closed Session. Closed Sessions are not open to the public.

Convene to Closed Session (Council Conference Room)
7:00 PM JOINT COUNCIL/STADIUM AUTHORITY MEETING
*Open Session to begin at 7:00 PM or shortly thereafter Call to Order
Call to Order in the Council Chambers (Open to the Public) Pledge of Allegiance and Statement of Values

REPORTS OF ACTION TAKEN IN CLOSED SESSION MATTERS

CONTINUANCES/EXCEPTIONS/RECONSIDERATIONS

SPECIAL ORDER OF BUSINESS

2. Recognition of Northern California Cricket Association (NCCA) USA National Interleague Tournament
22-696

CONSENT CALENDAR
[Items listed on the CONSENT CALENDAR are considered routine and will be adopted by one motion. There will be no separate discussion of the items on the CONSENT CALENDAR unless discussion is requested by a member of the Council, staff, or public. If so requested, that item will be removed from the CONSENT CALENDAR and considered under CONSENT ITEMS PULLED FOR DISCUSSION.]
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Meeting Agenda September 27, 2022

3.A 22-27 Board, Commissions and Committee Minutes
Note and file the Minutes of:

Planning Commission - August 3, 2022 Special
Meeting
Historical and Landmarks Commission - June 2, 2022
Youth Commission - May 10, 2022
Parks & Recreation Commission - August 16, 2022
Recommendation:

3.B Action on Agreement with Dasher Technologies, Inc. to Provide and Implement an Enterprise Data Storage Solution
22-1120

2. Authorize the City Manager to exercise up to five
one-year options to extend the term of the agreement
after the initial term, subject to the appropriation of funds.

Recommendation:

3.C Action on a Proposed Agreement with HSQ Technology to Upgrade the Supervisory Control and Data Acquisition (SCADA) System to Enable Fiber Communication and to Implement
Various System Enhancements
22-925

1. Authorize the City Manager to execute an
agreement with HSQ Technology to upgrade the
SCADA system to enable fiber communication and to
implement various system enhancements, with a
five-year term starting on or around October 1, 2022
and ending on December 31, 2027, with an initial
maximum compensation of $500,000, subject to the
appropriation of funds; and

2. Authorize the City Manager to execute amendments
to increase compensation not-to-exceed $1,029,330
for a total maximum contract compensation of
$1,529,330, subject to the appropriation of funds.

Recommendation:

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Meeting Agenda September 27, 2022

3.D Action on a Substation Agreement with Vantage Data Centers CA31, LLC for Bowers Avenue Junction Substation and Related Budget Amendment
22-1061

1. Approve the Substation Agreement (Agreement)
with Vantage Data Centers CA31, LLC to allow
SVP to design, procure equipment, and construct
60kV facilities to serve the Bowers Avenue
Junction Substation for electric service to 2590
Walsh Avenue, subject to the appropriation of
funds;

2. Authorize the City Manager to execute the
Agreement and related documents and to take
such actions as reasonable or necessary to
implement and administer the Agreement;

3. Authorize the City Manager to make minor
modifications to the attached Agreement subject to
approval by City Attorney as to form; and

4. Approve the following FY 2022/23 budget
amendment in the Electric Utility Capital Fund to
recognize developer contributions of $2,641,105,
and increase the Bowers Avenue Junction Project
appropriation by $2,641,105 (five affirmative
Council votes required to appropriate
additional revenue).

Recommendation:

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Joint Council and Authorities Concurrent &
Stadium Authority Meeting
Meeting Agenda September 27, 2022

3.E Action on Agreements with Woodard and Curran for the Sanitary Sewer Master Plan Update and Sanitary Sewer Hydraulic Model Maintenance and Support and Approve Related Budget
Amendment
22-980

1. Approve and authorize the City Manager to execute
an agreement with Woodard and Curran for the
Sanitary Sewer Master Plan Update in the amount
not-to-exceed $980,038;

2. Authorize the City Manager to make minor
modifications to the Sanitary Sewer Master Plan
Update Agreement if needed and to extend the
term;

3. Approve and authorize the City Manager to execute
an agreement with Woodard and Curran for the
Sanitary Sewer Hydraulic Model Maintenance and
Support Agreement in the amount not-to-exceed
$1,000,000;

4. Authorize the City Manager to exercise up to two
one-year extensions to the agreement and make
minor modifications to the Sanitary Sewer
Hydraulic Model Maintenance and Support
Agreement if needed and to extend the term; and

5. Approve the following FY 2022/23 budget
amendment in the Sewer Utility Capital Fund to
increase the Sanitary Sewer Master Plan Update
Project appropriation by $480,038 and decrease
the Unallocated Sanitary Sewer Conveyance Fees
fund balance by $480,038 (five affirmative
Council votes required for the use of unused
balances).

Recommendation:

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Joint Council and Authorities Concurrent
& Stadium Authority Meeting
Meeting Agenda September 27, 2022

3.F Action on Amendment No. 1 to the Agreement with NUVIS Landscape Architecture, Inc. for Design Professional Services for the Central Park New Entrance, Access, and Parking
Improvements Project
22-1005

1. Approve and authorize the City Manager to execute
Amendment No. 1 to the Agreement with NUVIS
Landscape Architecture, Inc. in the amount of
$255,695 for the Central Park New Entrance,
Access, and Parking Improvements Project for a
total Agreement not-to-exceed amount of
$404,000; and

2. Authorize the City Manager to make minor
modifications to the agreement if needed and to
extend the term.

Recommendation:

3.G Action on Amendment No. 5 to the Agreement for Professional Services with Perkins + Will for the Tasman East Specific Plan 22-1071
Authorize the City Manager to execute Amendment
No. 5 to the Agreement with Perkins + Will for
professional services to prepare the Amendment to
the Tasman East Specific Plan to allow up to 1,500
additional units in the Tasman East area, along with
preparation of the associated environmental
clearance, by extending the term of the agreement
through December 2023.

Recommendation:

3.H Consideration of the Silicon Valley Power 2021 Power Content Label
22-1094
Note and file Silicon Valley Power’s 2021 Power
Content Label(s).

Recommendation:

3.I Action on a Resolution Approving the 2023 Planning
Commission Calendar of Meetings
22-1125
Adopt a Resolution approving the 2023 Planning
Commission Calendar of Meetings.

Recommendation:

City of Santa Clara Page 7 of 14 Printed on 9/22/2022
Joint Council and Authorities Concurrent
& Stadium Authority Meeting
Meeting Agenda September 27, 2022

3.J Action on Addition of Five Positions Funded by Silicon Valley Power and Two Fire Department Positions Funded by
Developer Permit Fees and Related Budget Amendment
22-1145

1. Approve the addition of one Senior Management
Analyst and two Management Analyst positions in
the Electric Utility Department;

2. Approve the addition of one Senior Management
Analyst position in the Finance Department;

3. Approve the addition of one Human Resources
Technician position in the Human Resources
Department;

4. Approve the addition of one Fire Protection
Engineer position and one Permit Technician
position in the Fire Department; and

5. Approve the following FY 2022/23 budget
amendments:
a. In the Electric Utility Fund, increase the Electric
Department Salaries and Benefits appropriation
by $407,000, increase the Transfer to the
General Fund by $243,000 and reduce the
unrestricted ending fund balance by $650,000
(five affirmative Council votes required for
the use of unused balances);
b. In the General Fund, increase the Finance
Department Salaries and Benefits appropriation
by $147,000, increase the Human Resources
Salaries and Benefits appropriation by $96,000,
and increase the transfer from the Electric Utility
Fund by $243,000 (five affirmative Council
votes required to appropriate additional
revenue); and
c. In the General Fund, increase the Fire
Department Salaries and Benefits appropriation
by $258,000 and increase the Fire Permits
revenue estimate by $258,000 (five affirmative
Council votes required to appropriate
additional revenue).

Recommendation:

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Meeting Agenda September 27, 2022

3.K Actions to Approve Various Modifications to Existing Classified Job Specifications, Including Recruit Police Officer (Job Code 689), Police Officer (Job Code 650), and Firefighter (Job Code 487)
22-1184
Approve revisions to various classified job
specifications including, Recruit Police Officer
(Job Code 689), Police Officer (Job Code 650),
and Firefighter (Job Code 487)
Recommendation:

3.L Authorize the City Manager to execute the Side Letter Agreement that amends the 2019-2023 Memorandum of
Understanding Between the City of Santa Clara and the City of Santa Clara Employees’ Association (Units 5/7/8), that
incorporates the terms of the Side Letter Agreement and Related Budget Amendments
22-1126

1. Authorize the City Manager to execute the Side
Letter Agreement that amends the current
Memorandum of Understanding with a term of
December 15, 2019, through and including December
23, 2023, that incorporates the terms of the Side
Letter Agreement reached between both parties; and

2. Approve the related FY 2022/23 Budget
Amendments as detailed in Attachment 2 (five
affirmative votes required for the use of unused
fund balances and to appropriate additional
revenue).

Recommendation:

City of Santa Clara Page 9 of 14 Printed on 9/22/2022
Joint Council and Authorities Concurrent
& Stadium Authority Meeting
Meeting Agenda September 27, 2022

3.M Authorize the City Manager to execute the Side Letter Agreement that amends the 2019-2024 Memorandum of
Understanding Between the City of Santa Clara and the
Miscellaneous Unclassified Management Employees (Unit 9), that incorporates the terms of the Side Letter Agreement 22-1175
Authorize the City Manager to execute the Side Letter
Agreement that amends the current Memorandum of
Understanding with Miscellaneous Unclassified
Management Employees (Unit 9) with a term of
December 15, 2019 through and including December
31, 2024, that incorporates the terms of the Side
Letter Agreement reached between both parties.

Recommendation:

3.N Action on the Waiver of the First Reading and Introduction of an Ordinance Approving the Schematic Design for the Central Park Entrance, Accessibility, and Parking Improvements Project, in Accordance with City Charter Section 714.1
22-1003
Waive first reading and introduce an ordinance
approving the Schematic Design for the Central Park
Entrance, Accessibility, and Parking Improvements
Project in accordance with City Charter Section 714.

Recommendation:

SANTA CLARA STADIUM AUTHORITY CONSENT CALENDAR

4.A Action on Stadium Authority Bills and Claims for the Month of June 2022
22-1060
Approve the list of Stadium Authority Bills and Claims
for June 2022.

Recommendation:

City of Santa Clara Page 10 of 14 Printed on 9/22/2022
Joint Council and Authorities Concurrent &
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Meeting Agenda September 27, 2022

4.B Delegation of Authority to Executive Director and Stadium Authority Counsel to Negotiate and Execute Allocation
Agreement with Various 49ers Entities and Insurance Carriers Relating to Proceeds from Their Settlement with Howard
Needles Tammen & Bergendoff
22-1092
Approve delegation of authority to the Executive
Director and Stadium Authority Counsel to negotiate
and execute an Allocation Agreement regarding
proceeds from a settlement with HNTB that would
include the following parties: Forty Niners Football
Company LLC, Forty Niners Stadium Management
Company LLC, Forty Niners SC Stadium Company
LLC, Forty Niners Stadium LLC, Indian Harbor
Insurance Company, North American Capacity
Insurance Company, and Starr Indemnity & Liability
Company.

Recommendation:

4.C Action on Request Submitted by the Stadium Manager to Award Purchase Order to imageOne Uniforms for Guest Services Uniforms

4.C.1 Request from the Stadium Manager to Award Purchase Order to imageOne Uniforms for Guest Services Uniforms
22-1177

4.C.2 Report from Stadium Authority Regarding Stadium Manager’s Request to Award Purchase Orders to imageOne Uniforms for Guest Services Uniforms
22-1178
Approve the Stadium Manager’s request to award a
purchase order to imageOne Uniforms to procure
Guest Services uniforms, in an amount not to exceed
$10,807.

Recommendation:

4.D Action on Request Submitted by the Stadium Manager to Utilize Cooperative Agreements to Leverage Discounted Pricing and Award Purchase Orders to EyeP Solutions, Inc. for Security Software Subscription Renewals and Security Cardkeys and Tags

4.D.1 Request from the Stadium Manager to Utilize Cooperative Agreements to Leverage Discounted Pricing and Award
Purchase Orders to EyeP Solutions, Inc. for Security Software Subscription Renewals and Security Cardkeys and Tags
22-1186
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& Stadium Authority Meeting
Meeting Agenda September 27, 2022

4.D.2 Report from the Stadium Authority for Action Regarding Stadium Manager’s Request to Utilize Cooperative Agreements to
Leverage Discounted Pricing and Award Purchase Orders to EyeP Solutions, Inc. for Security Software Subscription Renewals and Security Cardkeys and Tags
22-1189

1. Approve the Stadium Manager’s request to utilize a
cooperative agreement to leverage discounted
pricing and award a purchase order to EyeP
Solutions, Inc. in the amount of $40,126 to provide
Genetec Advantage software license subscription
renewals for a one-year period; and

2. Approve the Stadium Manager’s request to utilize a
cooperative agreement to leverage discounted
pricing and award a purchase order to EyeP
Solutions, Inc. in the amount of $6,931 to procure
Genetec proximity cardkeys and Microprox tags.

Recommendation:

PUBLIC PRESENTATIONS
[This item is reserved for persons to address the Council or authorities on any matter not on the agenda that is within the subject matter jurisdiction of the City or Authorities. The law does not permit action on, or extended discussion of, any item not on the agenda except under special circumstances. The governing body, or staff, may briefly respond to statements made or questions posed, and appropriate body may request staff to report back at a subsequent meeting. Although not required, please submit to the City Clerk your name and subject matter on the speaker card available in the Council Chambers.]

CONSENT ITEMS PULLED FOR DISCUSSION

PUBLIC HEARING/GENERAL BUSINESS

5. Public Hearing: 2021-2022 Consolidated Annual Performance and Evaluation Report (CAPER)
22-953

1. Approve the 2021-2022 Consolidated Annual
Performance and Evaluation Report (Attachment 1)
and authorize the City Manager, or his designee, to
execute the documents for submission to the U.S.

Department of Housing and Urban Development
(HUD) by September 30, 2022 unless otherwise
directed by HUD.

2. Direct staff to incorporate all public comments into the final version to be submitted to HUD on or
before September 30, 2022.

Recommendation:

City of Santa Clara Page 12 of 14 Printed on 9/22/2022
Joint Council and Authorities Concurrent
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Meeting Agenda September 27, 2022

6. Public Hearing: Actions on the Mitigated Negative Declaration (MND) and the Mitigation Monitoring and Reporting Program (MMRP), General Plan Amendment from Community
Commercial to High Density Residential, Rezone from General Office (OG) to Planned Development (PD), and density bonus agreement to allow a multifamily affordable housing
development with 108 rental units at 1601 Civic Center Drive 22-1099
Alternative: 1, 2, 3 and 4

1. Adopt a resolution to adopt the Mitigated Negative
Declaration (MND) and the Mitigation Monitoring and
Reporting Program (MMRP) for the Civic Center
Family Housing Project.

2. Adopt a resolution to approve a General Plan
Amendment from Community Commercial to High
Density Residential.

3. Adopt a resolution to approve a Rezone from
General Office (OG) to Planned Development (PD) to
allow a five-story affordable housing development with
108 rental units, on-site parking and amenities,
landscaping, and off-site improvements.

4. Authorize the City Manager to negotiate and
execute a density bonus agreement in a form
approved by the City Attorney.

Recommendation:

WRITTEN PETITION (COUNCIL POLICY 030) REQUESTS FROM THE PUBLIC/COUNCIL

7. Action on a Council Written Request (Council Policy 030) Submitted by Councilmember Becker Requesting to Place an Agenda Item at a Future Council Meeting to Receive a Report Based on the Mayor’s Request Concerning the Related
Company and the Prevailing Wage Issues as well as a Report on the Claim from the Union of Painters made with the
Department of Industrial Relations and that this Report and Discussion take place at the Council Meeting of October 4, 2022
22-1223
Recommendation: Staff makes no recommendation.

REPORTS OF MEMBERS AND SPECIAL COMMITTEES

CITY MANAGER/EXECUTIVE DIRECTOR REPORT
22-902 Update on City Council and Stadium Authority Staff Referrals City of Santa Clara Page 13 of 14 Printed on 9/22/2022
Joint Council and Authorities Concurrent
& Stadium Authority Meeting
Meeting Agenda September 27, 2022
22-1201 Tentative Meeting Agenda Calendar (TMAC)

ADJOURNMENT
The next regular scheduled meeting is on Tuesday, October 4, 2022 in the City Hall Council Chambers.

MEETING DISCLOSURES
The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

AB23 ANNOUNCEMENT: Members of the Santa Clara Stadium Authority, Sports and Open Space Authority and Housing Authority are entitled to receive $30 for each attended meeting.

Note: The City Council and its associated Authorities meet as separate agencies but in a concurrent manner. Actions taken should be considered actions of only the identified policy body.

LEGEND: City Council (CC); Stadium Authority (SA); Sports and Open Space Authority (SOSA); Housing Authority (HA); Successor Agency to the City of Santa Clara Redevelopment Agency (SARDA); Bayshore North Project Enhancement Authority (BNPEA); Public Facilities Financing Corporation (PFFC) 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.

If a member of the public submits a speaker card for any agenda items, their name will appear in the Minutes. If no speaker card is submitted, the Minutes will reflect "Public Speaker." In accordance with the requirements of Title II of the Americans with Disabilities Act of 1990 ("ADA"), the City of Santa Clara will not discriminate against qualified individuals with disabilities on the basis of disability in its services, programs, or activities, and will ensure that all existing facilities will be made accessible to the maximum extent feasible. The City of Santa Clara will generally, upon request, provide appropriate aids and services leading to effective communication for qualified persons with disabilities including those with speech, hearing, or vision impairments so they can participate equally in the City’s programs, services, and activities. The City of Santa Clara will make all reasonable modifications to policies and programs to ensure that people with disabilities have an equal opportunity to enjoy all of its programs, services, and activities.

Agendas and other written materials distributed during a public meeting that are public record will be made available by the City in an appropriate alternative format. Contact the City Clerk’s Office at 1 408-615-2220 with your request for an alternative format copy of the agenda or other written materials.

Individuals who require an auxiliary aid or service for effective communication, or any other disability-related modification of policies or procedures, or other accommodation, in order to participate in a program, service, or activity of the City of Santa Clara, should contact the City’s ADA Coordinator at 408-615-3000 as soon as possible but no later than 48 hours before the scheduled event.

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22-1182 Agenda Date: 9/27/2022

SUBJECT
Conference with Legal Counsel-Anticipated Litigation (CC) Pursuant to Gov. Code § 54956.9(d)(2) - Exposure to litigation Number of potential cases: 1
Facts and Circumstances: Pursuant to Gov. Code § 54956.9(e)(1) - Not disclosed on agenda (Deferred from September 13, 2022)
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22-1200 Agenda Date: 9/27/2022

SUBJECT
Conference with Labor Negotiators (CC)
Pursuant to Gov. Code § 54957.6
City representative: City Manager’s designee
Employee Organization(s):

Unit #1-Santa Clara Firefighters Association, IAFF, Local 1171 Unit #2-Santa Clara Police Officer’s Association
Unit #3-IBEW Local 1245 (International Brotherhood of Electrical Workers) Unit #4-City of Santa Clara Professional Engineers
Units #5, 7 & 8-City of Santa Clara Employees Association Unit #6-AFSCME Local 101 (American Federation of State, County and Municipal Employees) Unit #9-Miscellaneous Unclassified Management Employees Unit #9A-Unclassified Police Management Employees
Unit #9B-Unclassified Fire Management Employees
Unit #10-PSNSEA (Public Safety Non-Sworn Employees Association) City of Santa Clara Page 1 of 1 Printed on 9/22/2022
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22-1203 Agenda Date: 9/27/2022

SUBJECT
Conference with Real Property Negotiators (CC)
Pursuant to Gov. Code § 54956.8
Property: East of Loyalton and West of Cold Springs in Sierra and Lassen Counties, APN: 147-040-02-11, 147-050-02-11, 147-050-03-11, 147-05-19-11, 147-070-04- 11, 147-070-05-11, 147-080-01-11, 147-080-03-11, 147-080-11-11, 147-080-14-11, 147-080-15-11, 021-010-003, 021-020-001, 016-100-004, 016, 090, 059, 021-010-006, 021-010-012, 016-100-005, 016-080-008, 016-070-012, 016-090-011, 021-010-013, 016-100-001, 016-100-006 and 016-080-007 City/Authority Negotiator: Rajeev Batra, City Manager (or designee) Negotiating Parties: California Department of Fish and Wildlife Under Negotiation: Purchase/Sale/Exchange/Lease of Real Property (provisions, price and terms) City of Santa Clara Page 1 of 1 Printed on 9/22/2022
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22-696 Agenda Date: 9/27/2022

REPORT TO COUNCIL

SUBJECT
Recognition of Northern California Cricket Association (NCCA) USA National Interleague Tournament

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
The Northern California Cricket Association (NCCA) was established in 1892. NCCA is a prestigious cricket league based out of Bay Area in Northern California. Many of the cricketers were also part of U.S. National Cricket Team.

DISCUSSION
On Sept. 27, 2022, the Santa Clara City Council will recognize the NCCA team for their win at the 2022 USA National Interleague T20 Tournament Championship which was held on Sept. 3- 5, 2022.

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

FISCAL IMPACT
There is no fiscal impact other than staff time.

COORDINATION
This report was coordinated by the Mayor and Council 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.

Reviewed by: Maria Le, Assistant to the City Manager
Approved by: Rajeev Batra, City Manager
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22-27 Agenda Date: 9/27/2022

REPORT TO COUNCIL

SUBJECT
Board, Commissions and Committee Minutes

COUNCIL PILLAR
Enhance Community Engagement and Transparency

RECOMMENDATION
Note and file the Minutes of:

Planning Commission - August 3, 2022 Special Meeting
Historical and Landmarks Commission - June 2, 2022
Youth Commission - May 10, 2022
Parks & Recreation Commission - August 16, 2022
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Planning Commission
Draft
08/03/2022 6:00 PMCity Hall Council Chambers and Zoom (Hybrid Meeting) NOTICE IS HEREBY GIVEN that, pursuant to the provisions of California Government Code §54956 (“The Brown Act”) and Section 708 of the Santa Clara City Charter, the undersigned calls for a Special Meeting of the Planning Commission of the City of Santa Clara, to commence and convene on August 3, 2022, at 6:00 pm for a Special Meeting in the City Hall Council Chambers located in the East Wing of City Hall at 1500 Warburton Avenue, Santa Clara, California, to consider the following matter(s) and to potentially take action with respect to them.

The City of Santa Clara will be conducting Planning Commission meetings in a hybrid manner (in-person and virtual attendance). Pursuant to Government Code Section 54953(e) and City of Santa Clara Resolution 22-9087, Commissioners may teleconference from remote locations. The City continues to provide methods for the public to participate remotely:
• Via Zoom:
o https://santaclaraca.zoom.us/j/91729202898
Webinar ID: 917 2920 2898 or
o Phone: 1(669) 900-6833
• Via the City’s eComment (available during the meeting) The public may view the meetings on SantaClaraCA.gov, Santa Clara City Television (Comcast cable channel 15 or AT&T U-verse channel 99), or the livestream on the City’s YouTube channel or Facebook page.

Public Comments prior to meeting may be submitted via email to [email protected] no later than noon on the day of the meeting; and also before and during the meeting via eComment. Clearly indicate the project address, meeting body, and meeting date in the email.

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PUBLIC PARTICIPATION IN ZOOM WEBINAR: Please follow the guidelines below when participating in a Zoom Webinar:
- The meeting will be recorded so you must choose 'continue' to accept and stay in the meeting. - If there is an option to change the phone number to your name when you enter the meeting, please do so as your name will be visible online and will be used to notify you that it is your turn to speak.
- Mute all other audio before speaking. Using multiple devices can cause an audio feedback. - Use the raise your hand feature in Zoom when you would like to speak on an item and lower when finished speaking. Press *9 to raise your hand if you are calling in by phone only. - Identify yourself by name before speaking on an item. - Unmute when called on to speak and mute when done speaking. If there is background noise coming from a participant, they will be muted by the host. Press *6 if you are participating by phone to unmute.
- If you no longer wish to stay in the meeting once your item has been heard, please exit the meeting.
6:00 PM SPECIAL MEETING
Call to Order
Vice Chair Herro called the meeting to order at 6:03 p.m.

Pledge of Allegiance and Statement of Values
Roll Call
Commissioner Nancy A. Biagini, Vice Chair Ricci Herro,
Commissioner Qian Huang, Commissioner Lance Saleme, and Commissioner Ron Patrick
Present 5 -
Absent 2 - Commissioner Yashraj Bhatnagar, and Chair Priya Cherukuru A motion was made by Commissioner Biagini, seconded by
Commissioner Saleme to excuse Commissioner Bhatnagar and Chair Cherukuru from the meeting.

Aye: Commissioner Biagini, Vice Chair Herro, Commissioner Huang, Commissioner Saleme, and Commissioner Patrick
5 -
Excused: 2 - Commissioner Bhatnagar, and Chair Cherukuru

DECLARATION OF COMMISSION PROCEDURES
Commissioner Biagini read the Declaration of Commission Procedures.

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CONTINUANCES/EXCEPTIONS
None.

CONSENT CALENDAR
A motion was made by Commissioner Biagini, seconded by
Commissioner Patrick to approve the Consent Calendar.

Commissioner Patrick abstained from voting on Item 1.A as he was not a Commissioner at the time of the June 15, 2022 meeting and did not attend the meeting.

Aye: Commissioner Biagini, Vice Chair Herro, Commissioner Huang, Commissioner Saleme, and Commissioner Patrick
5 -
Excused: 2 - Commissioner Bhatnagar, and Chair Cherukuru

1.A 22-955 Planning Commission Meeting Minutes of June 15, 2022 Meeting Recommendation: Approve the Planning Commission Minutes of the June 15, 2022 Meeting

1.B 22-825 Action on a Use Permit to Allow On-site Sale and Consumption of Beer and Wine for a New Food-service Establishment, Tacomania, at 2855 Stevens Creek Blvd., Santa Clara, 95050
Recommendation: Adopt a resolution approving a Use Permit to allow the on-site sale and consumption of beer and wine (ABC License Type 41) for a 952 square foot, 21 seat restaurant, Tacomania, located at 2855 Stevens Creek Blvd, Santa Clara CA 95050, subject to conditions of approval.

1.C 22-892 Action on Use Permit to allow on-site sale and consumption of alcohol for a new restaurant (Tostada’s) at 3149 Mission College Boulevard Recommendation: Adopt a resolution approving a Use Permit to allow the on-site sale and consumption of alcohol (ABC License Type 47) for a new Tostada’s restaurant located at 3149 Mission College Boulevard, subject to conditions of approval.

1.D 22-893 Action on Use Permit to allow on-site sale and consumption of beer and wine for a new Mountain Mike’s Pizza located at 2510 Augustine Drive Recommendation: Adopt a resolution approving a Use Permit to allow the on-site sale and consumption of alcohol (ABC License Type 41) for a new Mountain Mike’s Pizza restaurant located at 2510 Augustine Drive, subject to conditions of approval.

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1.E 22-894 Action on a Variance to Maintain a One-Car Garage with a 589 Square Foot Second-Story Addition to a Single-Family Residence at 2663 Sonoma Place
Recommendation: Adopt a resolution to approve the Variance to allow a 589 square foot second story addition to a single-family residence and maintain an attached one-car garage, subject to conditions of approval.

1.F 22-929 Action on Time Extension of Variance to Building Height and Architectural Review Approvals for the Office Project at 3625 Peterson Way Recommendation: That the Planning Commission adopt Alternatives 1) and 2) for the 3625 Peterson Way Office Project:
1) Adopt a resolution to approve the Time Extension for a Variance to increase maximum building height from 70 feet to 129 feet to construct two eight-story office buildings on a Light Industrial (ML) zoned property and an EIR Addendum
2) Adopt a resolution to approve the Time Extension for Architectural Review approval of the Development Plan

PUBLIC PRESENTATIONS
None.

PUBLIC HEARING
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2. 22-930 Action on Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program, General Plan Amendment and Rezone for the Property Located at 1601 Civic Center Drive
Recommendation: Alternatives: 1, 2 and 3

1. Adopt a resolution to recommend the City Council adopt the Mitigated Negative Declaration and the Mitigation Monitoring and Reporting Program for the Civic Center Family Housing Project.

2. Adopt a resolution to recommend the City Council approve a General Plan Amendment from Community Commercial to High Density Residential.

3. Adopt a resolution to recommend City Council approve a Rezone from General Office (OG) to Planned Development (PD) to allow a five-story affordable housing development with 108 rental units, on-site parking and amenities, landscaping, and off-site improvements.

Associate Planner Debby Fernandez provided the staff presentation.

Commissioners asked clarifying questions as to whether or not other sites had been considered for the development, as well as what rent amounts would be, given Area Median Income (AMI) limits for the project.

Applicant Charities Housing, Joe Head and Hai Nguyen provided a presentation and clarified the property location was very important and also provided an overview of AMI limits.

Commissioners asked questions regarding the applicable state and federal laws for residents; whether or not there would be a right of refusal for residents; whether Section 8 housing be allowed; how rental amounts are set; whether there would be flexibility in the architectural design due to shadowing concerns; sufficiency of parking and methods for parking spot allocation; and methods for residents to communicate with the developer as problems arise, and how the developer will respond to such problems.

Vice Chair Herro expressed concerns that the original management of the site was lacking in response time and actions; other concerns included outreach provided to neighboring residents on the project to date.

Commissioners expressed the desire to have housing as well as acknowledged concerns presented to them by the public. Vice Chair Herro stated that oversight was needed by the Applicant for timely resolution to concerns brought up by nearby residents now, during the construction phase, and on an ongoing basis.

The Applicant agreed to having a meeting with nearby residents to City of Santa Clara Page 5 Printed on 08/17/2022
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discuss concerns before the item is heard by Council.

Commissioner Biagini asked about ensuring that the developer comply with all mitigation measures, and more specifically that adequate dust control measures be in place. In response, Environmental Consultant Shannon George/David J. Powers and Associates introduced herself and explained that best management practices for dust control are included as a mitigation measure in the MMRP. She also explained that there would be a visible sign on the project site during all periods of construction with contact information for the on-site superintendent and the air district, in the event complaints arose concerning dust or other issues.

Public Speakers:

Ken Rosenbarg
Venee
Ssatpathi
Kalisha Webster
Maria
Corey Smith
Ingrid Granados
Brent Strysko
Jeff Houston
Kathryn Hedges
Lalo Mendez
Jean S.

Sunil B.

Ctalyze SV
Events SVH
Igor
Morteza Sahfiei
Pkliza
Keyhan Sinai
Anna
Jamie
Deepa
Braydon Qian
William Huang
Gregory Kepferle
Sytnthi Strysko
Noah McDonald
Betsy Jegas
Suanya Tu
Congyao Tang
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Meeting went into recess at 8:41 p.m. and reconvened at 8:51 p.m.

Staff read ecomments received between 5 p.m. and before the close of the public hearing. Ecomments received before 5 p.m. were sent to Commissioners before the meeting and are posted on the City's website as Post Meeting Material.

A motion was made by Commissioner Biagini, seconded by
Commissioner Saleme to close public hearing.

Aye: Commissioner Biagini, Vice Chair Herro, Commissioner Huang, and Commissioner Saleme
4 -
Nay: 1 - Commissioner Patrick
Excused: 2 - Commissioner Bhatnagar, and Chair Cherukuru A motion was made by Commissioner Biagini, seconded by
Commissioner Huang to approve staff recommendation 1.

Aye: Commissioner Biagini, Vice Chair Herro, Commissioner Huang, Commissioner Saleme, and Commissioner Patrick
5 -
Excused: 2 - Commissioner Bhatnagar, and Chair Cherukuru A motion was made by Commissioner Biagini, seconded by
Commissioner Huang to approve staff recommendation 2.

1. Charities Housing to include transit pass upon request for each tenant.

2. Continue community outreach with neighbors with oversight program provided by Applicant to the satisfaction of Director of Community Development.

3. Designate a ride share area within the Project Site to the satisfaction of Director of Community Development.

4. Include Venue for Display of Public Art with consideration towards Native American artists.

5. Give serious consideration to establishing a shared parking arrangement with commercial and City buildings in area.

6. Failure by developer or any contractor to comply with mitigation measures or other conditions (including, but not limited to, emissions, noise, street cleaning, and dust control) will subject the developer to code enforcement under the City Code.

7. Charities shall install a security system approved by the Director of Community Development, with security to be recorded and monitored with approximately 50 cameras. At the Director’s discretion, monitoring may be required to be conducted in real-time by security personnel.

1. Announcements/Other Items

2. Commissioner Travel and Training Reports, Requests to attend Trainings Staff Aide II Elizabeth Elliott provided updates on two trainings taking place in October in which Commissioners have been registered for.

DIRECTOR OF COMMUNITY DEVELOPMENT REPORTS:

1. Planning Commission Budget Update
Staff Aide II Elizabeth Elliott provided updates.

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2. Upcoming Agenda Items
Planning Manager Lesley Xavier provided updates.

3. City Council Actions
Planning Manager Lesley Xavier provided updates.

ADJOURNMENT:

A motion was made by Commissioner Biagini, seconded by
Commissioner Patrick to adjourn the meeting.

The meeting adjourned at 9:54 p.m.. The next regular scheduled meeting is on Wednesday, August 25, 2022 at 6 p.m.

Aye: Commissioner Biagini, Vice Chair Herro, Commissioner Huang, Commissioner Saleme, and Commissioner Patrick
5 -
Excused: 2 - Commissioner Bhatnagar, and Chair Cherukuru City of Santa Clara Page 9 Printed on 08/17/2022
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The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

If a member of the public submits a speaker card for any agenda items, their name will appear in the Minutes. If no speaker card is submitted, the Minutes will reflect "Public Speaker."
In accordance with the requirements of Title II of the Americans with Disabilities Act of 1990 ("ADA"), the City of Santa Clara will not discriminate against qualified individuals with disabilities on the basis of disability in its services, programs, or activities, and will ensure that all existing facilities will be made accessible to the maximum extent feasible. The City of Santa Clara will generally, upon request, provide appropriate aids and services leading to effective communication for qualified persons with disabilities including those with speech, hearing, or vision impairments so they can participate equally in the City’s programs, services, and activities. The City of Santa Clara will make all reasonable modifications to policies and programs to ensure that people with disabilities have an equal opportunity to enjoy all of its programs, services, and activities.

Agendas and other written materials distributed during a public meeting that are public record will be made available by the City in an appropriate alternative format.

Contact the City Clerk’s Office at 1 408-615-2220 with your request for an alternative format copy of the agenda or other written materials.

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City of Santa Clara
Meeting Minutes
Historical & Landmarks Commission
Draft
06/02/2022 6:00 PM Virtual Meeting
Pursuant to California Government Code section 54953(e) and City of Santa Clara Resolution 22-9087, the Historical and Landmarks Commission meeting will be held by teleconference only.

No physical location will be available for this meeting; however, the City of Santa Clara continues to provide methods for the public to participate remotely:
• Via Zoom:
o https://santaclaraca.zoom.us/j/97233262035 or
o Phone: 1 (669) 900-6833
Webinar ID: 972 3326 2035
Public Comments prior to meeting may be submitted via email to [email protected] no later than noon on the day of the meeting. Clearly indicate the project address, meeting body, and meeting date in the email.

PUBLIC PARTICIPATION IN ZOOM WEBINAR:

Please follow the guidelines below when participating in a Zoom Webinar:
- The meeting will be recorded so you must choose 'continue' to accept and stay in the meeting. - If there is an option to change the phone number to your name when you enter the meeting, please do so as your name will be visible online and will be used to notify you that it is your turn to speak.
- Mute all other audio before speaking. Using multiple devices can cause an audio feedback. - Use the raise your hand feature in Zoom when you would like to speak on an item and lower when finished speaking. Press *9 to raise your hand if you are calling in by phone only. - Identify yourself by name before speaking on an item. - Unmute when called on to speak and mute when done speaking. If there is background noise coming from a participant, they will be muted by the host. Press *6 if you are participating by phone to unmute.
- If you no longer wish to stay in the meeting once your item has been heard, you may leave the meeting.

CALL TO ORDER AND ROLL CALL
Chair Leung called the meeting to order at 6 p.m.

Commissioner Michael Celso , Commissioner Amy Kirby, Chair Patricia Leung, Commissioner Kathleen Romano, Commissioner Ed Stocks, and Vice Chair Ana Vargas-Smith
Present 6 -
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Historical & Landmarks Commission Meeting Minutes 06/02/2022 Absent 1 - Commissioner Megan Swartzwelder
Commissioner Swartzwelder notified Staff Liaison Rebecca Bustos of her absence in advance of the meeting.

A motion was made by Commissioner Vargas-Smith, seconded by Commissioner Romano to excuse Commissioner Swartzwelder's absence.

Aye: Commissioner Kirby, Chair Leung, Vice Chair Vargas-Smith, Commissioner Celso, Commissioner Romano, and Commissioner Stocks
6 -
Excused: 1 - Commissioner Swartzwelder

CONSENT CALENDAR
Commissioner Vargas-Smith recused from voting due to her absence from the previous meeting.

A motion was made by Commissioner Romano, seconded by
Commissioner Stocks to approve the consent calendar.

Aye: Commissioner Kirby, Chair Leung, Commissioner Celso, Commissioner Romano, and Commissioner Stocks
5 -
Excused: 1 - Commissioner Swartzwelder
Recused: 1 - Vice Chair Vargas-Smith

1. 22-723 Historical and Landmarks Commission Minutes of May 5, 2022 Recommendation: Approve the Historical and Landmarks Commission Minutes of May 5, 2022.

PUBLIC PRESENTATIONS
None.

GENERAL BUSINESS
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2. 22-690 Consideration of Historic Resource Inventory Property Designation and Historical Preservation Agreement (Mills Act) for 1091 Jefferson Street Recommendation: Staff recommends that the Historical and Landmarks Commission find that the Mills Act application and associated Ten-Year Restoration and Maintenance Plan accomplish the intent of preserving and maintaining the historical significance of the historic property and, therefore, recommend Council approve the addition of the property to the HRI; approve the Mills Act Contract; and adopt a Ten-Year Restoration and Maintenance Plan associated with the Historical Preservation Agreement for the property located at 1091 Jefferson Street.

Staff Liaison Rebecca Bustos provided the staff presentation.

Homeowner Katie Miller spoke regarding the project and answered questions from the Commission.

A motion was made by Commissioner Vargas-Smith, seconded by Commissioner Romano to close public hearing.

Aye: Commissioner Kirby, Chair Leung, Vice Chair Vargas-Smith, Commissioner Celso, Commissioner Romano, and Commissioner Stocks
6 -
Excused: 1 - Commissioner Swartzwelder
Commissioner Kirby was absent in this portion of the meeting and was unable to vote due to technical difficulties.

A motion was made by Commissioner Romano, seconded by
Commissioner Stocks to approve staff recommendation with the addition of a plaque.

Aye: Chair Leung, Vice Chair Vargas-Smith, Commissioner Celso, Commissioner Romano, and Commissioner Stocks
5 -
Excused: 1 - Commissioner Swartzwelder

Absent: 1 - Commissioner Kirby
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3. 22-683 Consideration of Historic Resource Inventory Property Designation and a Historical Preservation Agreement (Mills Act Contract) for 633 Park Court Recommendation: Staff recommends that the Historical and Landmarks Commission find that the Mills Act application and associated Ten-Year Restoration and Maintenance Plan accomplish the intent of preserving and maintaining the historical significance of the historic property and, therefore, recommend Council approve the addition of the property to the HRI; approve the Mills Act Contract; and adopt a Ten-Year Restoration and Maintenance Plan associated with the Historical Preservation Agreement for the property located at 633 Park Court.

Associate Planner Steve Le provided the staff presentation.

Homeowner Riccardo Marino spoke regarding the project and answered questions.

A motion was made by Commissioner Vargas-Smith, seconded by Commissioner Romano to close public hearing.

Aye: Commissioner Kirby, Chair Leung, Vice Chair Vargas-Smith, Commissioner Celso, Commissioner Romano, and Commissioner Stocks
6 -
Excused: 1 - Commissioner Swartzwelder
A motion was made by Commissioner Vargas-Smith, seconded by Commissioner Romano to approve staff recommendation with the addition of a plaque.

Aye: Commissioner Kirby, Chair Leung, Vice Chair Vargas-Smith, Commissioner Celso, Commissioner Romano, and Commissioner Stocks
6 -
Excused: 1 - Commissioner Swartzwelder

4. 22-684 Continuance Hearing for a Significant Property Alteration Permit for a Second-Story Addition at 1540 Homestead Road
Recommendation: Staff recommends continuance of this item to the next Historical and Landmarks Commission meeting of July 7, 2022.

Associate Planner Steve Le provided the staff presentation.

Homeowner Anita Casanovas spoke regarding the project and answered questions.

A motion was made by Commissioner Celso, seconded by
Commissioner Romano to close public hearing.

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Aye: Commissioner Kirby, Chair Leung, Vice Chair Vargas-Smith, Commissioner Celso, Commissioner Romano, and Commissioner Stocks
6 -
Excused: 1 - Commissioner Swartzwelder
Commissioner Stocks recused from voting due to the project's proximity to his residence. Commissioner Kirby was absent during the vote on this item due to technical difficulties.

A motion was made by Commissioner Kirby, seconded by
Commissioner Celso to continue this item to the July meeting.

Aye: Chair Leung, Vice Chair Vargas-Smith, Commissioner Celso, and Commissioner Romano
4 -
Excused: 1 - Commissioner Swartzwelder

Absent: 1 - Commissioner Kirby
Recused: 1 - Commissioner Stocks

5. 22-722 Consideration of a request for an informational plaque for the property at 1160 Jackson Street
Recommendation: Staff does not have a recommendation.

Staff Liaison Rebecca Bustos provided an overview of the project.

Homeowner Mia Rudynski spoke regarding the project and answered questions from the Commission.

A motion was made by Commissioner Romano, seconded by
Commissioner Vargas-Smith to close public hearing.

Aye: Commissioner Kirby, Chair Leung, Vice Chair Vargas-Smith, Commissioner Celso, Commissioner Romano, and Commissioner Stocks
6 -
Excused: 1 - Commissioner Swartzwelder
A motion was made by Commissioner Romano, seconded by
Commissioner Vargas-Smith to approve the expenditure of Commission funds for an informational plaque.

Aye: Commissioner Kirby, Chair Leung, Vice Chair Vargas-Smith, Commissioner Celso, Commissioner Romano, and Commissioner Stocks
6 -
Excused: 1 - Commissioner Swartzwelder
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6. 22-757 Election of Historical and Landmarks Commission Chair and Vice Chair Recommendation: There is no staff recommendation.

Commissioner Vargas-Smith nominated Chair Leung to be re-elected as Chair. Commissioner Romano nominated Vice Chair Vargas-Smith to be re-elected as Vice Chair.

A motion was made by Commissioner Celso, seconded by
Commissioner Romano to approve the nominations.

Aye: Commissioner Kirby, Chair Leung, Vice Chair Vargas-Smith, Commissioner Celso, Commissioner Romano, and Commissioner Stocks
6 -
Excused: 1 - Commissioner Swartzwelder

STAFF REPORT

1. Berryessa Adobe Maintenance
Architectural Advisor Craig Mineweaser stated that there were no updates. The Commission expressed concern regarding the lack of maintenance to the structure and directed Staff to check whether the Commission's budget could be used for repairs.

COMMISSIONERS REPORT

1. Subcommittee Reporting - 20 minutes
Commissioners present reported on subcommittee activities.

2. Board and Committee Assignments - 15 minutes
Commissioners present reported on assignments.

Board/Committee Lead/Alternate
Santa Clara Arts and Historic Consortium Leung / Romano Historic Preservation Society of Santa Clara Vargas-Smith / Leung Old Quad Residents Association Leung / Romano
Development Review Hearing Romano / Vargas-Smith
BART/ High Speed Rail/ VTA BRT Committee Vargas-Smith / Swartzwelder Zoning Ordinance Update Romano / Swartzwelder
El Camino Real Specific Plan Community Advisory Committee Leung Downtown Revitalization Vargas-Smith / Romano
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3. Announcements and Other Items - 10 minutes
None.

4. Commissioner Travel and Training Requests - 10 minutes None.

ADJOURNMENT
A motion was made by Commissioner Vargas-Smith, seconded by Commissioner Celso to adjourn the meeting.

The meeting adjourned at 9:01 p.m.

The next regular scheduled meeting is on July 7, 2022.

Aye: Commissioner Kirby, Chair Leung, Vice Chair Vargas-Smith, Commissioner Celso, Commissioner Romano, and Commissioner Stocks
6 -
Excused: 1 - Commissioner Swartzwelder

MEETING DISCLOSURES
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Historical & Landmarks Commission Meeting Minutes 06/02/2022 The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

If a member of the public submits a speaker card for any agenda items, their name will appear in the Minutes. If no speaker card is submitted, the Minutes will reflect "Public Speaker."
In accordance with the requirements of Title II of the Americans with Disabilities Act of 1990 ("ADA"), the City of Santa Clara will not discriminate against qualified individuals with disabilities on the basis of disability in its services, programs, or activities, and will ensure that all existing facilities will be made accessible to the maximum extent feasible. The City of Santa Clara will generally, upon request, provide appropriate aids and services leading to effective communication for qualified persons with disabilities including those with speech, hearing, or vision impairments so they can participate equally in the City’s programs, services, and activities. The City of Santa Clara will make all reasonable modifications to policies and programs to ensure that people with disabilities have an equal opportunity to enjoy all of its programs, services, and activities.

Agendas and other written materials distributed during a public meeting that are public record will be made available by the City in an appropriate alternative format.

Contact the City Clerk’s Office at 1 408-615-2220 with your request for an alternative format copy of the agenda or other written materials.

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City of Santa Clara
Meeting Minutes
Youth Commission
Draft
6:00 PM Cafeteria - City Hall East Wing
1500 Warburton Avenue
Santa Clara, CA 95050
05/10/2022

CALL TO ORDER AND ROLL CALL
The meeting was called to order by Chair Ismail at 6:05 p.m.

Commissioner Aarav Gupta , Commissioner Ahmad Ismail,
Commissioner Hiranya Parekh, Commissioner Jasmine Kelly-Tanti, Commissioner Kaitlyn Butcher, Commissioner Malia Martin, Commissioner Mitali Gaidhani, Commissioner Mitchell Blanda, Commissioner Palak Parikh , Commissioner Rajvi Khanjan Shroff, Commissioner Rishith Gopisetti, Commissioner Riya Mehta, Commissioner Samarth Suresh, and Commissioner Sarah Zuo Present 14 -
Absent 1 - Commissioner Khadeejah Khan
A motion was made by Commissioner Blanda, seconded by
Commissioner Mehta, to excuse Commissioner Khan from the May 10, 2022 meeting. The motion carried by the following vote:

Aye: Commissioner Gupta, Commissioner Ismail, Commissioner Parekh, Commissioner Kelly-Tanti, Commissioner Butcher, Commissioner Martin, Commissioner Gaidhani, Commissioner Blanda,
Commissioner Parikh, Commissioner Shroff, Commissioner
Gopisetti, Commissioner Mehta, Commissioner Suresh, and Commissioner Zuo
14 -

Absent: 1 - Commissioner Khan

CONSENT CALENDAR

1.A 22-577 Youth Commission Minutes of April 5, 2022
Recommendation: Approve the Youth Commission Meeting Minutes of April 5, 2022.

A motion was made by Commissioner Shroff, seconded by
Commissioner Blanda, that this item be recommended for approval.

The motion carried by the following vote:

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PUBLIC PRESENTATIONS
None

GENERAL BUSINESS

2. 22-578 Youth Commission Committee Reports on Work Plan Goals for FY2021/22 Community Building Committee: Video compilation is progressing with an estimated release date of late May/early June. The next committee meeting will be held on Wednesday, May 18 at 5:30 p.m.

Youth Empowerment Committee: Podcast recording is being edited for distribution. The next committee meeting will be held on Monday, May 23 at 5:30 p.m.

Youth Outreach Committee: Intergenerational discussion ("Coffee Chat") with members of the Senior Advisory Commission is scheduled for Friday, June 10 at the Senior Center. This discussion will focus creating better understanding of the similarities and differences between the generations.

Questions may include sharing personal history, general advice on education and careers, and living through different eras. The next committee meeting will be held on Thursday, May 19 at 5:30 p.m.

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STAFF REPORT
Jon Kawada, Staff Liaison: Youth Commission end-of-term social at the Teen Center on Thursday, May 19 at 6:00 p.m., the City is exploring revenue options to maintain essential services and is hosting a virtual community meeting on Thursday, May 19 at 6:00 p.m., and the 2023-31 Housing Element Update is engaging community stakeholders for input.

Housing Element Update information will be emailed to Commissioners.

Gayle Ichiho, Recreation Supervisor: Summer recreation activity guide is available, the Senior Center's Health and Wellness Fair ("Be Strong, Live Long") will be held on Friday, May 20 at Fremont Park, the Fourth of July All-City Picnic will be held from 12:00-5:00 p.m. at Central Park, and the 40th Annual Art & Wine Festival will be held on September 17-18 at Central Park.

COMMISSIONERS REPORT
None

ADJOURNMENT
A motion was made by Commissioner Blanda, seconded by
Commissioner Kelly-Tanti, that this meeting be adjourned at 6:29 p.m.

MEETING DISCLOSURES
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Youth Commission Meeting Minutes 05/10/2022
The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

If a member of the public submits a speaker card for any agenda items, their name will appear in the Minutes. If no speaker card is submitted, the Minutes will reflect "Public Speaker."
In accordance with the requirements of Title II of the Americans with Disabilities Act of 1990 ("ADA"), the City of Santa Clara will not discriminate against qualified individuals with disabilities on the basis of disability in its services, programs, or activities, and will ensure that all existing facilities will be made accessible to the maximum extent feasible. The City of Santa Clara will generally, upon request, provide appropriate aids and services leading to effective communication for qualified persons with disabilities including those with speech, hearing, or vision impairments so they can participate equally in the City’s programs, services, and activities. The City of Santa Clara will make all reasonable modifications to policies and programs to ensure that people with disabilities have an equal opportunity to enjoy all of its programs, services, and activities.

Agendas and other written materials distributed during a public meeting that are public record will be made available by the City in an appropriate alternative format.

Contact the City Clerk’s Office at 1 408-615-2220 with your request for an alternative format copy of the agenda or other written materials.

City of Santa Clara Page 4 Printed on 09/19/2022
City of Santa Clara
Meeting Minutes
Parks & Recreation Commission
Draft
08/16/2022 7:00 PM Virtual Meeting
Pursuant to California Government Code Section 54953(e) and City of Santa Clara Resolution 22-9124, the Parks & Recreation Commission meeting will be held by teleconference only. No physical location will be available for this meeting; however, the City of Santa Clara continues to have methods for the public to participate remotely:

Via Zoom:
https://santaclaraca.zoom.us/j/91316665755
Meeting ID: 913 1666 5755 or
Phone: (669) 900-6833

CALL TO ORDER AND ROLL CALL
Chair Gonzalez called the meeting to order at 7:00 PM.

Vice Chair Dana Caldwell, Commissioner Maureen Chu,
Commissioner Burt Field , Commissioner Eversley Forte, Chair Kelly Gonzalez, Commissioner Sajid Hai, and Commissioner Brittany Ricketts
Present 7 -

CONSENT CALENDAR

1.A 22-1001 Action on the Parks & Recreation Commission Minutes of the July 19, 2022 Meeting
Recommendation: Approve the Parks & Recreation Commission Minutes of the July 19, 2022 Meeting.

Commissioner Forte made a motion, seconded by Commissioner Hai to approve the minutes as amended.

Aye: Vice Chair Caldwell, Commissioner Chu, Commissioner Field , Commissioner Forte, Chair Gonzalez, Commissioner Hai, and Commissioner Ricketts
7 -

PUBLIC PRESENTATIONS

GENERAL BUSINESS
City of Santa Clara Page 1 Printed on 09/21/2022
Parks & Recreation Commission Meeting Minutes 08/16/2022

2. 22-557 Initiate Community Input Process on the Proposed Schematic Design of a New Public Park at 2263 Calle Del Mundo (Ensemble Investments/Rethink Development - Tasman East Specific Plan)
Recommendation: Provide input on the Schematic Design for the New Public Mini Park at 2263 Calle Del Mundo.

3. 22-1002 Develop Initial Draft of the Commission Work Plan Goals and Activities for FY2022/23
Recommendation: Develop a Parks & Recreation Commission Work Plan for FY2022/23 including goals, supporting activities and subcommittee assignments.

The Commission identified the following interest areas and assigned subcommittees to review and discuss for further dialogue at the Regular Meeting in September:

A: 1) Review park site and facility condition assessments and recommend priorities given existing and anticipated service levels and available resources for existing parks.

Subcommittee: Vice Chair Caldwell, Commissioner Field, and Chair Gonzalez
B: 1) Review and solicit community input on the existing City park rehabilitation projects based on the current Capital Improvement Program (CIP) Budget and schedule; and 2) review residential developer proposed schematic designs for new neighborhood parks that serve new residential development.

Subcommittee: Commissioner Chu and Commissioner Hai
C: 1) Host and develop recommendations for the annual Santa Clara Art & Wine Festival; and 2) participate in Citywide Special events.

D: Enhance recreational commitments, including partnering and better involvement with other commissions for events like Paint Night, Street Dance, and Art Showcase.

Subcommittee: Commissioner Forte and Commissioner Ricketts City of Santa Clara Page 2 Printed on 09/21/2022
Parks & Recreation Commission Meeting Minutes 08/16/2022

STAFF REPORT
Deputy Director Seale reported that the International Swim Center (ISC) is currently closed for semi-annual maintenance and will open on August

27. The Department continues to adhere to applying best practices to address drought measures. Parks Division staff are installing new benches and trash receptacles around Central Park lake. The Gazebo Project is in contract execution, Westwood Oaks Playground Rehabilitation Project is in review at the 75% PS&E (Plans, Specifications & Estimates), Public Works Design Team is preparing bid documents for the Fairway Glen Restroom Project, Central Park Entrance Accessibility & Improvement Project will be on the Council Agenda in September, and the Magical Bridge All-Inclusive Playground Project is in final stages of review ahead of preparing bid documents.

Recreation Manager Castro inquired if the commissioners would be available for the Art & Wine Festival for either the Merchandise Booth or Park Projects Booth. Most commissioners are available both Saturday and Sunday, September 17 and 18. Hospitality will be available for Commissioners +1 at the Festival. Recreation classes are now in full swing and registration numbers have reached the same level as pre-pandemic. Nutcracker rehearsals have started, and Shrek auditions are next week. The Cost Recovery initiatives are underway at the Youth Activity Center/Teen Center and the Senior Center for memberships.

Programs are in full swing at the Reed & Grant Sports Park, and Youth Soccer Park. Family Camping on August 5 went well and Street Dance was a success on August 5. Concerts in the Park on August 12, and another one on October 7 with the Latin Heat Band.

City of Santa Clara Page 3 Printed on 09/21/2022
Parks & Recreation Commission Meeting Minutes 08/16/2022

COMMISSIONERS REPORT
Chair Gonzalez visited Meadow Park, attended the Concert in the Park, and Street Dance.

Commissioner Chu visited Henry Schmidt Park. Watched the Junior Theater of Into the Woods, attended the concert at Live Oak Park, and went to Meadow Park and Creekside Park. She will attend Paint Night on Friday.

Commissioner Field has been active out in the community meeting park patrons, and assisted with clean-up at Maywood Park.

Commissioner Forte attended the Concert in the Park at Live Oak, and attended the Street Dance. He encouraged other commissioners to continue to attend events such as Street Dance in the future and interact with the community.

Commissioner Hai visited Westwood Oaks and Jenny Strand Park.

Commissioner Ricketts had been sick, but recommended that everyone else, including friends and family, attend the Street Dance. She looks forward to participating more once she is well.

Vice Chair Caldwell visited Alvarez Park, attended the concert at Live Oak Park, and the first of the concert series in Central Park. He participated in a weekend clean-up with Commissioner Field in the picnic area of Maywood Park.

ADJOURNMENT
Vice Chair Caldwell made a motion, seconded by Commissioner Forte to adjourn the meeting until the next Parks & Recreation Commission meeting at 7:00 PM on Tuesday, September 20, 2022.

Aye: Vice Chair Caldwell, Commissioner Chu, Commissioner Field , Commissioner Forte, Chair Gonzalez, Commissioner Hai, and Commissioner Ricketts
7 -

MEETING DISCLOSURES
City of Santa Clara Page 4 Printed on 09/21/2022
Parks & Recreation Commission Meeting Minutes 08/16/2022 The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

If a member of the public submits a speaker card for any agenda items, their name will appear in the Minutes. If no speaker card is submitted, the Minutes will reflect "Public Speaker."
In accordance with the requirements of Title II of the Americans with Disabilities Act of 1990 ("ADA"), the City of Santa Clara will not discriminate against qualified individuals with disabilities on the basis of disability in its services, programs, or activities, and will ensure that all existing facilities will be made accessible to the maximum extent feasible. The City of Santa Clara will generally, upon request, provide appropriate aids and services leading to effective communication for qualified persons with disabilities including those with speech, hearing, or vision impairments so they can participate equally in the City’s programs, services, and activities. The City of Santa Clara will make all reasonable modifications to policies and programs to ensure that people with disabilities have an equal opportunity to enjoy all of its programs, services, and activities.

Agendas and other written materials distributed during a public meeting that are public record will be made available by the City in an appropriate alternative format.

Contact the City Clerk’s Office at 1 408-615-2220 with your request for an alternative format copy of the agenda or other written materials.

City of Santa Clara Page 5 Printed on 09/21/2022
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1120 Agenda Date: 9/27/2022

REPORT TO COUNCIL

SUBJECT
Action on Agreement with Dasher Technologies, Inc. to Provide and Implement an Enterprise Data Storage Solution

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City has two main data centers: City Hall and the Police Department, in support of citywide and departmental computing needs. This includes mission critical business applications such as public safety Computer Aided Dispatch, Financial Management, Payroll, Utility Billing, and citizen facing services.

The current storage solution is over 10 years old and is at end of life (EOL). The storage devices are currently supported by a third-party vendor with limited support options available. In addition, over the past several years, data storage demands with various business applications has increased. The existing storage capacity cannot be increased. Due to the mission critical nature of the City’s enterprise data storage solution, a new storage solution is required.

DISCUSSION
Pursuant to City Code Section 2.105.330, a formal Request for Proposals (RFP) was conducted as the solicitation method for this procurement, with the final award recommendation based on “best value.” The factors considered in the evaluation were quality and completeness of proposal, firm experience, technical capability, and cost.

The RFP for an enterprise data storage solution, including professional and technical services, was published using the City’s e-procurement platform. A total of five proposals were received from the following firms:
- AHEAD Inc. (Dell EMC Unity)
- Dasher Technologies (HPE Nimble Storage)
- ePlus Technology Inc. (NetApp)
- Presidio Networked Solutions Group, LLC (Pure Storage) - Zones, LLC (HPE GreenLake)
Proposals were individually evaluated by a three-member team comprised of one representative from the Information Technology Department and two outside representatives from the City’s technical support contractor, Unisys. AHEAD, Dasher Technologies, and Presidio Networked Solutions Group were asked to participate in oral interviews to introduce their key personnel who would be assigned to the project and to provide an overview of the proposed solution, migration process, and ongoing City of Santa Clara Page 1 of 3 Printed on 9/22/2022
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22-1120 Agenda Date: 9/27/2022
support.

Staff recommends awarding the agreement to Dasher Technologies for having submitted the best value proposal. Their solution is the lowest cost, providing state of the art analytics and hardware. In addition, their implementation and migration strategy is best aligned with the city’s needs, resulting in the least downtime for the City’s mission critical applications. The overall solution strengthens the City’s technology infrastructure providing updated technology, security, and growth to meet the evolving business needs citywide
Under the proposed agreement, Dasher Technologies will provide storage hardware and professional services for project planning, system implementation, configuration, testing, training, and five-year support services. In addition, the proposed agreement includes a detailed scope of services, project plan, compensation schedule with payments for professional and technical services tied to the successful completion of key deliverables.

Pricing for professional services, system implementation, and ongoing maintenance and support are fixed for the initial five-year term of the agreement, with maximum compensation not-to-exceed $304,587, including a 10% contingency amount of approximately $27,700.

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

FISCAL IMPACT
Funding for equipment, services, maintenance, and software support costs for the contract ($276,887) and the contingency ($27,700) is available in the Consolidate and Upgrade Servers project in the General Government Capital Fund. The ongoing maintenance and support costs of approximately $24,000 annually, for the five-year term (total of approximately $120,000) are included within the total contract amount of $276,887 noted above. Ongoing costs beyond the five-year term will be incorporated into future budgets, subject to appropriation of funds.

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

RECOMMENDATION

1. Authorize the City Manager to execute an agreement with Dasher Technologies, Inc. to provide and implement an enterprise data storage solution for an initial five-year term, with maximum City of Santa Clara Page 2 of 3 Printed on 9/22/2022
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22-1120 Agenda Date: 9/27/2022
compensation not-to-exceed $304,587.

2. Authorize the City Manager to exercise up to five one-year options to extend the term of the agreement after the initial term, subject to the appropriation of funds.

Reviewed by: Gaurav Garg, Director of Information Technology/CIO Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. Agreement with Dasher Technologies, Inc.

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Agreement with Dasher Technologies Page 1
Rev. 07-01-18
EBIX Insurance No. S200004442

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
DASHER TECHNOLOGIES, INC.

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Dasher Technologies, 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 City and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:

Exhibit A – Scope of Services
Exhibit B1 – Schedule of Fees
Exhibit B2 – Fee Breakdown
Exhibit C – Insurance Requirements
Exhibit D – Final Acceptance Certificate
Exhibit E – Notice of Exercise of Option to Extend Agreement Agreement with Dasher Technologies Page 2
Rev. 07-01-18
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on October 1, 2022 and terminate on October 31, 2027.

B. After the Initial Term, the City reserves the right, at its sole discretion, to extend the term of this Agreement for up to five (5) additional one-year terms through October 31, 2032 (“Option Periods”), subject to the appropriation of funds. See Exhibit E for Notice of Exercise to Option to Extend Agreement Form.

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

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

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.

Agreement with Dasher Technologies Page 3
Rev. 07-01-18

6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is Three Hundred Four Thousand Five Hundred Seventy-Five Dollars and Fifteen Cents ($304,575.15), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

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

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

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

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

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

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.

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

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

12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.

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

Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees Agreement with Dasher Technologies Page 5
Rev. 07-01-18
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. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement – including claims of any kind by Contractor’s employees or persons contracting with Contractor to perform any portion of the Scope of Services – and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

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

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

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

16. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City’s review, acceptance nor payments for any of the Services required under this Agreement Agreement with Dasher Technologies Page 6
Rev. 07-01-18
shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

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

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

Dasher Technologies, Inc.
675 Campbell Technology Parkway, Suite 100
Campbell, CA 95008
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

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

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

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

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

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

Agreement with Dasher Technologies Page 8
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The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

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

Office of the City Attorney
City of Santa Clara
Rajeev Batra
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
DASHER TECHNOLOGIES, INC.
a California corporation
Dated:

By (Signature):

Name:

Title:

Principal Place of
Business Address:
675 Campbell Technology Parkway, Suite 100
Campbell, CA 95008
Email Address: [email protected]
Telephone: 866-898-9506
“CONTRACTOR”
Agreement with Dasher Technologies/Exhibit A-Scope of Services Page 1 Rev. 07-01-18

EXHIBIT A

SCOPE OF SERVICES
The following Scope of Services defines the services and responsibilities of Contractor and City to provide for a primary data storage solution, including professional and technical services.

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

1. General
Contractor will provide a pair of HPE Nimble HF-60 storage arrays including professional services to implement the storage arrays. This implementation includes physical installation/configuration of (2) HF60 iSCSI based Nimble arrays, connection to existing City storage/management networks, and block storage presentation with volume level migration. Contractor will also provide maintenance and support services for the storage arrays. The two storage arrays will be installed at the City Hall Data Center and the Police Dispatch Data Center.

2. Storage Array Specifications

2.1.Performance Specifications:

2.1.1. A read/write ratio of 50/50 for the requested usable/effective capacity.

2.1.2. A minimum mixed read/write workload IOPs of 25,000 and dedicated unmixed, 20,000 read and 30,000 write IOPS.

2.1.3. Latency access for reads of <1 ms and writes of < 1 ms.

2.1.4. A sustained read/write throughput of 1.0 GB/s each.

2.1.5. Has a minimum of 20Tb and scalable up to 64Tb cache/memory per controller for read/write operations and write operations is completely protected with no data loss in the event of a power failure.

2.1.6. The flexibility to copy cache worthy incoming write requests while writing to spinning disks in parallel.

2.1.7. Quality of Services (QoS) support for controlling the IOPS and Mb/sec for a given LUN selectively and the array is supplied with this feature.

2.1.8. Provides up to three drive failure protection simultaneously.

2.1.9. Provides enterprise availability of 99.9999% or better and with no single point of failure.

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

2.1.10. No performance de-gradation due to a single component or controller failure or during critical support activities such as firmware upgrade, patch upgrade, etc.

2.1.11. Supports multiple snapshots, or clones, or replications sessions without any impact to performance.

2.1.12. No downtime while upgrading the storage to next generation model within the given series.

2.2.Configuration Specifications:

2.2.1. Configured with no single point of failure including array controller (dual controllers), cache memory, network connections per controller, power supplies, fans, etc.

2.2.2. Supports various capacities of SSD drives for caching and spinning drives for persistent data.

2.2.3. Built-in capability of providing AES-256 XTS FIPS certified encryption at a granular LUN level without the need for encrypted SSD drives.

2.2.4. Offers checksums that go beyond the T10-PI standard. The checksums automatically detect and prevent errors resulting from lost/misplaced reads or writes that T10-PI and equivalent check summing systems cannot remediate.

2.2.5. Ability to put all offered disks into a single disk pool.

2.2.6. Capability of always writing bigger stripe size of at least 18Mb while destaging/copying information from cache to spinning disk.

2.2.7. Non-disruptively scalable to higher generation series of storage array within the given family without wholesale replacement.

2.3.Features and Capabilities:

2.3.1. A flash optimized hybrid array.

2.3.2. Supports both synchronous and asynchronous storage-based replication between data centers for effective data protection.

2.3.3. Ability to replicate only incremental changes between the two data centers.

Agreement with Dasher Technologies/Exhibit A-Scope of Services Page 3 Rev. 07-01-18

2.3.4. Support asynchronous replication from primary array to at-least two secondary arrays for a given volume and has the flexibility to define the separate schedule for each replication relationship.

2.3.5. Provides ransomware protection.

2.3.6. Provides advanced capabilities such as Data Loss Prevention (DLP) features.

2.3.7. Contractor will provide cloud enabled monitoring, advanced support and analytics as follows:

2.3.7.1. Cloud enabled monitoring support and analytics engine for proactive storage management.

2.3.7.2. Firmware upgrade and patch upgrade recommendations proactively and with awareness of the peripheral infrastructure connected to the array.

2.3.7.3. Automatically prevent installation of array firmware that may clash with other infrastructure pieces connected to the array.

2.3.7.4. Provide extremely granular per-minute historical capacity and performance trend analysis by default, without the need to enable extra logging, install any appliances (physical or virtual), or install any software.

2.3.7.5. Performance analytics will break down I/O into I/O size histograms, identify sequential vs random I/O and provide AIbased advice to remediate performance issues.

2.3.7.6. Array logs automatically will be sent to Contractor’s support from the array.

2.3.7.7. Provide history of support cases logged with Contractor’s support team with operational efficiencies. History log will clearly show the percentage of support cases that were closed automatically vs manually.

2.3.7.8. Provide a single executive dashboard that covers various critical and most aspects of space saving from data reduction technologies, data protection readiness (both RPO as well as retention time) for classified applications running on storage, and disaster recovery readiness for applications.

2.3.7.9. Provide a complete wellness chart of the array and allow the flexibility to define the wellness rule based on defined conditions.

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

2.3.7.10. Provide automated upgrade recommendations for both software and hardware, with specific instructions regarding what needs to be upgraded and by how much.

2.3.7.11. Solution has the capability of global learning.

2.3.7.12. The analytics engine has the capability of making proactive recommendations for arresting issues/problems noticed at other installed base customers of the Contractor after
identifying the problematic signature if it exists in the City’s environment.

2.3.8. Cloud Enabled Hypervisor (VMware) Integration:

2.3.8.1. The cloud enabled monitoring and analytics engine will be tightly integrated with the hypervisor layer and is certified to work with at-least VMware 6.5 or greater

2.3.8.2. Provides end to end monitoring of hypervisor datacenter, datastore, hypervisor host and VMs running within the hypervisor datacenter and is able to link with storage array.

2.3.8.3. Provides detailed analysis of CPU Contention, Memory contention, IO contention for each VM – including the latency.

2.3.8.4. Provides AI-based recommendations to improve hypervisor infrastructure health.

2.3.8.5. Has the capability to identify the top VMs, which are contributing towards maximum IO’s and Latency.

2.3.8.6. Provides native cloud integration with both Azure and AWS.

2.3.9. Provides native disaster recovery and business continuity measures.

2.3.10. Provides an option for encryption, auto-tiering, and thin-provisioning.

2.3.11. Supports and includes a management stack for application container.

2.3.12. Has the capability to be scaled to tiered cloud-based storage for future needs.

2.3.13. Capability to be grouped in a single pool of storage with the City’s existing nimble solution.

2.3.14. Has the capability of live migration during the implementation process.

2.4.Technical Specifications

2.4.1. Capacity:

Agreement with Dasher Technologies/Exhibit A-Scope of Services Page 5 Rev. 07-01-18

2.4.1.1. Scalable capacity starting with a minimum of 200Tb raw for each array with at least 160Tb usable and with 20Tb of cache that is scalable to 64Tb in place.

2.4.1.2. Flexible scaling capabilities (scale-up and scale-out) to grow if additional capacity requirements arise.

2.4.2. Configuration Specifications (support details within environment):

2.4.2.1. In-line de-duplication and compression.

2.4.2.2. Virtual hot spare drive

2.4.2.3. Thin provisioning:
• Support critical storage efficiency features such as inline deduplication, compression, thin provisioning at the controller level.
• Support both non-duplicated as well as duplicated volumes at the same time within the array.
• Support both non-compressed as well as compressed
volumes at the same time within the array.
• Categorizes the domains for different workload enabled application for effective de-duplication and compression. • Both de-duplication and compression shall be in-line and shall be supported on both SSD and spinning disks.

2.4.2.4. Snapshots/clones

2.4.2.5. Restore

2.4.2.6. Encryption

2.4.2.7. Dynamically increase of decrease the cache

2.4.2.8. Built in clustering between arrays and cloud via firmware

2.4.2.9. Replication between arrays and cloud

2.4.2.10. Certified/tested continued compatibility for host platforms:
• VMware ESXi 6.5 and greater
Agreement with Dasher Technologies/Exhibit A-Scope of Services Page 6 Rev. 07-01-18
• Windows Server 2000, 2008, 2012, 2019, 2022 and future Microsoft releases
• Linux, Redhat, CentOS, FreeBSD, SUSE Linux, Ubuntu,
etc.

2.4.2.11. Tightly integrated with VMware and shall be certified for VVOL • Certified for VVOL based replication
• Supports both compression and de-duplication.
• Works with iSCSI.
• Supports scheduled snapshot and QoS.
• Supports encryption.

2.4.3. Connectivity:

2.4.3.1. Provides iSCSI protocols

2.4.3.2. Dual controllers on each array

2.4.3.3. Providse multiple, at least 2 and scalable if needed, 10Gb fiber connections on each controller, easily upgradeable to 40Gb

3. General Project Services

3.1. Based on the service planning discussions, Contractor’s Technical Architect will work with the city to complete the project in the following phases:

Phase 1: Initiation and Planning
Phase 2: Implementation
Phase 3: Verification & Testing
Phase 4: Commissioning, Migration, and Transition to Operations Phase 5: Final Documentation
Phase 5: Project Closure & Acceptance

3.2. Contractor will provide technical and project management resources to implement the described services within the city's infrastructure.

3.3. Contractor will provide turnkey design and implementation services that at a minimum include the following:

3.3.1. Install the storage arrays onsite at the City Hall and PD Dispatch Data centers,
Agreement with Dasher Technologies/Exhibit A-Scope of Services Page 7 Rev. 07-01-18

3.3.2. Connect the storage arrays to the City’s network,

3.3.3. Configure the arrays to meet the City’s network, compute, storage and backup standards (The City IT networking group will provide the actual IP addresses to use),

3.3.4. Test and verify operations,

3.3.5. Perform migration of a selected portion of the current test data from the existing arrays at each location to demonstrate that the data can be moved without interruption in service to the application, and

3.3.6. Provide technical and operational documentation including an as built diagram (in Microsoft Visio) and configuration details.

4. Project Management

4.1. Project Management

4.1.1. Contractor will assign a Project Manager (“PM”) to lead each phase and tasks for the upgrades. The PM will be the primary person communicating with the City and keeping the City fully apprised on the status and progress of the Project.

4.1.2. The PM will also be responsible for project schedule updates; creation and preparation of progress reports and meeting minutes; adherence to project scheduling; and general project coordination.

5. Phase 1: Initiation and Planning

5.1. Contractor will conduct a project kick-off meeting with the City’s project team to ensure all parties have a common understanding of the requirements, expectations, and schedule; define processes for tracking project status; define change control procedures; discuss and define the deliverable review and final system acceptance processes; and review escalation management process, including lines of communication, reporting relationships, etc.

5.2. Project kickoff meeting will commence within two weeks of agreement execution, unless both parties mutually agree to a different start time. All timeline dates are understood to be close of business, 5:00 pm pacific time. If timeline dates fall on a weekend or city holiday, the date is understood to be the next business day.

5.3. Project Plan/Schedule

5.3.1. Contractor will submit to the City a Project Plan in Microsoft Project which shall list all major activities to upgrade network equipment and Agreement with Dasher Technologies/Exhibit A-Scope of Services Page 8 Rev. 07-01-18
a schedule containing all deliverables, tasks (with owners), and milestones.

5.3.2. Any changes to the Project Implementation Schedule that will affect the completion date of each deliverable must be mutually agreed upon and incorporated into a revised Project Implementation Schedule based on a change management process.

5.4. Special Considerations

5.4.1. Contractor will ensure that:

5.4.1.1. All existing storage services continue to function during and after the upgrade to the system is complete.

5.4.1.2. The existing performance and security measures will continue to function and the City will not be exposed to any system issues due to unavailability of primary storage.

5.4.1.3. All existing functionalities critical to the system operation will be maintained.

5.4.1.4. There is rollback plan in place and the existing storage system is able to take control in the event there are major issues with the new upgraded equipment during initial
rollout.

6. Phase 2: Implementation

6.1. Contractor shall install the new storage arrays in the City Data Center (City Hall and PD Dispatch) cabinets under the direction of the City IT Department and power up the system.

6.2. Once the equipment is mounted and connected to the network the City IT Department will provide Contractor with the network port connectivity details at time of installation), Contractor shall make sure that this connection does not have any negative impact on the proper functioning of the existing system during commissioning.

7. Phase 3: Verification Testing

7.1. Once mounting of the system is completed and the system is powered on, the contractor shall commence preliminary testing procedures as outlined within the project plan.

7.2. The Contractor will cooperate with City IT any production down time required prior to performing such activities. The City’s mission critical operational Agreement with Dasher Technologies/Exhibit A-Scope of Services Page 9 Rev. 07-01-18
needs such as public safety may require that Contractor will accommodate off hours for such downtime.

7.3. City staff will be able to participate in the preliminary testing process.

7.4. Contractor will support City Staff with virtual workload failover testing.

8. Phase 4: Commissioning, Migration & Transition to Operations

8.1. Once a normalized operation is set up and tested, the commissioning of the new system will commence.

8.2. Contractor will be responsible for commissioning and startup of the system onsite at the City.

8.3. Based on the document “City of Santa Clara Storage Refresh-Migration Plan” submitted by the Contractor on August 8, 2022, the Contractor will primarily utilize the method outlined as “group storage pool” to achieve seamless migration for majority of the workloads. There will be special circumstances where other methods are better suited (such as storage vMotion) and those will be discussed and planned with the City ahead of time.

8.4. The end of commissioning of the system means that the entire storage system data is successfully transferred over to the new storage system, and that all servers, applications, devices, users are able to successfully access the system and perform all necessary read/write functions without errors.

8.5. For the purpose of measuring and ensuring that, the new system will perform at a minimum at the same level or better than the existing system, Contractor shall benchmark the performance of the existing system prior to the start of the commissioning of the new system.

8.6. Based on the benchmark established at the start of the commissioning process, the new system shall at a minimum, match the responsiveness, data read/write and IOPS of the existing system.

8.7. Contractor shall fix errors discovered during the commissioning period.

9. Phase 5: Final System Acceptance Test and Documents

9.1. Upon the completion of the commissioning period with all errors corrected, the final system acceptance test period will begin.

9.2. Final acceptance test means that the City’s operations will be running on the new system error free for a minimum of sixty (60) consecutive days.

9.3. Errors or anomalies discovered during the final acceptance test period will be fixed by Contractor based on the response time outlined in the table below. If Agreement with Dasher Technologies/Exhibit A-Scope of Services Page 10 Rev. 07-01-18
the errors are not fixed within the timeframe outlined in the table below under maximum resolution time, the final acceptance period will restart.

9.4. Errors discovered during this period shall have the following characterization and response timeframe:

Error
Level Description Definition Maximum Resolution Time
1 Major Error
Without
Workaround
- Abnormal termination that cannot be
bypassed
- Major numerical errors
- Data corruption
- Unimplemented requirements
24 Hours
2 Major Error With
Workaround
- Abnormal termination that can be
bypassed
- Small numerical errors
- Minor failures implementing
requirements
72 Hours
3 Cosmetic Error
- Formatting
- Description
- Display Message
72 Hours

9.5. Documentation

9.5.1. Upon completion of the system implementation at a minimum, the following documentation shall be handed over to the City as part of the project closure:

9.5.1.1. Detail design documentation

9.5.1.2. Associated test plans and results for each stage

9.5.1.3. Visio diagrams for the new storage showing connectivity to the City network and virtualized environment

9.5.1.4. Inventory list including firmware/software versions

9.5.1.5. IP and VLAN documentation and use

9.5.1.6. Configuration templates

9.5.1.7. Policies, procedures, and reports developed for each stage

9.5.1.8. Operational runbooks

9.5.1.9. Operations procedures including pertinent troubleshooting reference guides

10.Phase 6: Final System Acceptance and Project Closure

10.1. Upon Contractor’s completion of all the deliverables set forth herein, Contractor and the City will memorialize this event by promptly executing a Final System Acceptance Certificate (Exhibit D).

Agreement with Dasher Technologies/Exhibit A-Scope of Services Page 11 Rev. 07-01-18

11.Training Requirements

11.1. Contractor will provide up to 32 hours of knowledge transfer to the City’s IT support team upon completion of each phase as outlined above.

11.2. For any future phase or tasks, Contractor shall provide subsequent training as requested by the City on as needed basis.

Agreement with Dasher Technologies/Exhibit B1-Schedule of Fees Page 1 Rev. 07-01-18
EXHIBIT B1

SCHEDULE OF FEES

1. MAXIMUM COMPENSATION
The maximum amount payable for all products and services provided under this Agreement shall not exceed Three Hundred Four Thousand Five Hundred SeventyFive Dollars and Fifteen Cents ($304,575.15) during the Initial Five-Year term. No additional services will be performed unless both parties execute an Amendment outlining the services requested and the compensation agreed for such services. See Table B1 below total for maximum compensation breakout:

Table B1. Maximum Compensation Breakout for Initial 5-Year Term Description Qty Unit Price Total Price
Hardware 2 $ 59,028.26 $ 118,056.52
Maintenance and Support 2 $ 59,922.49 $ 119,844.98
Professional Services 1 $ 38,985.00 $ 38,985.00
Total for Hardware, Maintenance Support, and
Professional Services $ 276,886.50
Contingency $ 27,688.65

TOTAL MAXIMUM NOT-TO-EXCEED COMPENSATION
FOR INITIAL 5-YEAR TERM $ 304,575.15

2. FEES
See Exhibit B2 for fee breakdown.

3. PAYMENT SCHEDULE

3.1. Hardware: Contractor will invoice the City upon delivery of hardware and confirmation from the City that delivered hardware is not damaged and is correct. City will pay Contractor within thirty (30) days of City’s receipt of an approved invoice.

3.2. Maintenance and Support: Maintenance and Support cost will not be invoiced and the five-year term will not begin until Exhibit D (Certificate of Acceptance) for Phase 6 is executed by the City.

3.3. Professional Services: Progress payments for professional services shall be made to Contractor based on the designated milestones as shown below in Table B2. All payments are based upon City’s acceptance of Contractor’s performance as evidenced by successful completion of all deliverables as set forth for each milestone. City shall have no obligation to pay unless Contractor Agreement with Dasher Technologies/Exhibit B1-Schedule of Fees Page 2 Rev. 07-01-18
has successfully completed, and City has approved the milestone for which payment is due. Both parties will execute the Final Acceptance Certification (Exhibit D) to memorialize final acceptance for each milestone.

Project Phase (Professional Services) % Total
Phase 1: Initiation and Planning 5% $1,949.25
Phase 2: Implementation; Phase 3: Verification
Testing; Phase 4: Commissioning, Migration, and
Transition to Operations
50% $19,492.50
Phase 5: Final System Acceptance Test and
Documents 25% $9,746.25
Phase 6: Final System Acceptance and Project
Closure 20% $7,797.00
TOTAL 100% $38,985.00

3.3.1. Compensation and payments shall be made to Contractor by City based on net thirty (30) days payment terms.

3.3.2. Invoicing Procedure: Contractor will invoice the City upon completion of each milestone but not more frequently than monthly.

3.4. Payment for any deliverable under this agreement, or inspection or testing thereof by city, shall not constitute acceptance or relieve of contractor of its obligations under this agreement. City may inspect each deliverable and reject upon notification of contractor any that do not conform to the specifications or other requirements of this agreement. Rejected deliverables shall be promptly corrected, repaired, or replaced by contactor. If city receives deliverables with defects or nonconformities not reasonably apparent on inspection, the city reserves the right to require prompt correction, repair, or replacement by contractor in accordance with contractor’s warranty obligations.

4. Pricing and Option Renewals

4.1. All pricing is firm fixed for the initial five-year term of this Agreement.

4.2. After the Initial Term, the City reserves the right to extend this Agreement for five (5) one year options pursuant to Section 2.B. of this Agreement, subject to the appropriation of funds.

4.3. Contractor may request adjustments to the compensation rates prior to any one-year option to renew this Agreement after the Initial Term. Contractor will notify the City of any requested changes to the compensation rates for any Option Period at least sixty (60) days prior to the start of the option term.

Contractor must demonstrate to the satisfaction of the City that a price increase is warranted and must be supported by the appropriate price index e.g. PPI, CPI, etc. Price adjustments are subject to the City’s approval.

Agreement with Dasher Technologies/Exhibit B1-Schedule of Fees Page 3 Rev. 07-01-18

4.4. City shall provide Contractor prior written notice in the Form of Exhibit E of its intention to exercise its option for the next term prior to the end of the then current term.

Agreement with Dasher Technologies/Exhibit B2-Fee Breakdown Page 1 Rev. 07-01-18
EXHIBIT B2

FEE BREAKDOWN
Item Description Qty Unit Price Total Price

HARDWARE
1 HPE Nimble Storage HF60 Hybrid, 4x 10GbE 4p Adptr Kit, 126TB HDD Bndl, 11.52TB Cache Bndl, 2x C19 to C20 PC, HPE NS
HF4/60 ES3 84TB 5.7TB CTO Shelf
2 $59,028.26 $118,056.52

1.1 HPE NS HF60 Hybrid, 4x 10GbE 4p Adptr Kit, 126TB HDD Bndl,

11.52TB Cache Bndl, 2x C19 to C20 PC 2 $39,355.63 $78,711.26

1.1.1 HPE NS HF60 Hybrid CTO Base Array (Product #Q8H40A) 2 Included

1.1.2 HPE NS 2x10GbE 4p FIO Adptr Kit (Product #Q8C17B) 4 Included

1.1.3 HPE NS HF40/60 Hybrid 126 TB FIO HDD Bndl (Product #Q8B56B) 2 Included

1.1.4 HPE NS HF40/60 11.52TB FIO Cache Bndl (Product #Q8B64B) 2 Included

1.1.5 HPE NS C19 to C20 FIO Power Cord (Product #Q8J14A) 4 Included

1.2 HPE NS HF4/60 ES3 84TB 5.7TB CTO Shelf, 2.88TB Cache Bndl, 2x C13 to C14 PC 2 $19,670.83 $39,341.66

1.2.1 HPE NS HF4/60 ES3 84TB 5.7TB CTO Shelf (Product #Q8H35A) 2 Included

1.2.2 HPE NS HF ES3 2.88TB FIO Cache Bndl (Product #Q8C25B) 2 Included

1.2.3 HPE NS C13 to C14 FIO Power Cord (Product #Q8JN7A) 4 Included

1.3 Storage OS FIO Software & Storgae Array Std Trk 2 $1.80 $3.60

1.3.1 HPE Tier 1 Storage OS Default FIO SW (Q8G27B) 2 Included

1.3.2 HPE Tier 1 Storage Array Standard Trk (R3P91A) 2 Included MAINTENANCE AND SUPPORT (Five Years)
2 Support - 5 Year Tech Care Essential 2 $59,922.49 $119,844.98

2.1 HPE 5Y Tech Care Essential Exch SVC (HU4A9A5) 2 Included

2.2 HPE N 2x10GbE 4p Adptr Supp (HU4A9A5#ZG0) 4 Included

2.3 HPE NS HFD40/60 2.88TB Cache Supp (HU4A9A5#ZF9) 2 Included

2.4 HPE NS HF 11.52TB Cache Supp (HU4A9A5#ZFB) 2 Included

2.5 HPE NS HF60 Hybrid Base Array Supp (HU4APA5#ZFK) 2 Included I
Agreement with Dasher Technologies/Exhibit B2-Fee Breakdown Page 2 Rev. 07-01-18
Item Description Qty Unit Price Total Price

2.6 HPE NS HF4/60 ES3 84TB 5.7TH Shelf Supp (HU4A9A5#ZFS) 2 Included

2.7 HPE NS HF40/60 Hybr 126TB HDD Bndl Supp (HU4A9A5#ZFT) 2 Included

PROFESSIONAL SERVICES
2 Dasher Technologies Fixed Priced Statement of Work Based Professional Services Project (DT-SOW-PROSERV) 1 $ 38,985.00 TOTAL MAXIMUM NOT-TO-EXCEED COMPENSATION FOR INITIAL 5 YEAR TERM $276,886.50 I I
I
Agreement with Dasher Technologies/Exhibit C-Insurance Requirements Page 1 Rev. 07-01-18

EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$5,000,000 Each occurrence
$5,000,000 General aggregate
$5,000,000 Products/Completed Operations aggregate
$5,000,000 Personal Injury

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

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

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

Agreement with Dasher Technologies/Exhibit C-Insurance Requirements Page 2 Rev. 07-01-18
C. WORKERS’ COMPENSATION

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

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

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

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

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

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

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

Agreement with Dasher Technologies/Exhibit C-Insurance Requirements Page 3 Rev. 07-01-18
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of 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.

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

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

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.

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, Agreement with Dasher Technologies/Exhibit C-Insurance Requirements Page 4 Rev. 07-01-18
satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.

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

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

EBIX Inc.

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

Agreement with Dasher Technologies/Exhibit D-Final Acceptance Certificate Page 1 Rev. 07-01-18

EXHIBIT D

FINAL ACCEPTANCE CERTIFICATE
After the City is satisfied with all test results and resolutions, the City will initiate execution of the Final Acceptance Certificate.

FINAL SOFTWARE/SYSTEM ACCEPTANCE CERTIFICATE
Customer Name: City of Santa Clara (“City”)
Project Name: Primary Data Storage Solution
This Final Acceptance Certificate memorializes the occurrence of Final Software and System Acceptance.

Contractor and the City acknowledge that:

1. Contractor has delivered the Software, System, Services, and documentation promised under this Agreement.

2. The Software and System is accepted, and all punch list items generated during testing have been completed.

3. By acknowledging the Final Acceptance of the Software and System, the City agrees to pay any remaining and approved outstanding invoices to Contractor, including previously withheld retainage.

City of Santa Clara ("City") ("Contractor")
By: By:

Name: Name:

Title: Title:

Date: Date:
.

Agreement with Dasher Technologies/Exhibit E-Notice of Option to Extend Page 1 Rev. 07-01-18

EXHIBIT E

NOTICE OF EXERCISE OF OPTION TO EXTEND AGREEMENT
AGREEMENT TITLE:

CONTRACTOR:

DATE:

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

OPTION NO. # of #

NEW OPTION TERM
Begin date:

End date:

CHANGES IN RATE OF COMPENSATION
Percentage change in CPI upon which adjustment is based:

Pursuant to Section ___ of the Agreement the rates of compensation are hereby adjusted as follows:
(use attachment if necessary)
MAXIMUM COMPENSATION for New Option Term:

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

Approved as to Form:

Dated:

Office of the City Attorney
City of Santa Clara
Rajeev Batra
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
□
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-925 Agenda Date: 9/27/2022

REPORT TO COUNCIL

SUBJECT
Action on a Proposed Agreement with HSQ Technology to Upgrade the Supervisory Control and Data Acquisition (SCADA) System to Enable Fiber Communication and to Implement Various System Enhancements

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The Water & Sewer Utilities Department (Department) uses a proprietary Supervisory Control and Data Acquisition (SCADA) system from HSQ Technology (HSQ) to control and monitor the City’s water, sewer, and storm drain infrastructure. The system, installed in the 1990s, consists of software, servers, workstations, and field instruments and equipment that collect data from remote sites.

In December 2019, the City Council approved a sole source agreement with HSQ to upgrade the core hardware and software of the SCADA system (2019 Agreement). This 2019 Agreement was the first phase of the City’s modernization plan to increase the level of automation of the SCADA system.

In August 2021, the City Council authorized an amendment to the 2019 Agreement for HSQ to assess the requirements of connecting to the 42 wells, tanks, and pump stations to utilize the City’s new fiber optic network to transfer data to the central monitoring system. As a result of this assessment, HSQ submitted a proposal containing several recommendations including the work required to enable fiber communication, adding the new Corporation Yard Tank to the SCADA system, and implementing various system enhancements.

The purpose of this report is to request authorization to enter into a new agreement with HSQ to complete the work outlined in HSQ’s proposal.

DISCUSSION
This recommendation meets the single/sole source criteria in Section 2.105.160(b)(2) of the City Code “When required to ensure operation or function to match other products with respect to repair, expansion, or completion of a system, existing structure or program currently in use by the City, including, but not limited to, utility and technology purchases required to achieve interoperability with existing systems or programs.”
The estimated total project cost is $1,529,330, as follows:

Cost Elements Amount
Year 1 Work at two (2) well sites, sewer pump station, and Hetch Hetchy Import 1 (GAP) and
$105,640
Add the Corporation Yard Tank to the SCADA system and $295,050 City of Santa Clara Page 1 of 3 Printed on 9/22/2022
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22-925 Agenda Date: 9/27/2022
Cost Elements Amount
Year 1 Work at two (2) well sites, sewer pump station, and Hetch Hetchy Import 1 (GAP) and
$105,640
Add the Corporation Yard Tank to the SCADA system and $295,050 Implement various system enhancements including new screens that display process data in real time, replacing dial in modem, and upgrading the human machine interfaces
$99,310
Year 2 and 3 work Upgrade the remote telemetry units (RTUs) located at remaining remote sites to enable communication over the City’s fiber network (~$24,000 per site)
$890,300
Subtotal $1,390,300
10% Contingency $139,030
Total Maximum Contract Compensation $1,529,330
The project is expected to be completed over three years. Typically, staff would recommend entering into an agreement with a maximum compensation that will cover the entire cost of the project.

However, the Department wants to assess the project as well as its budget after completion of year 1 work which includes upgrading the RTUs at four sites, adding the Corporation Yard Tank to the SCADA system, and implementing the various system enhancements. Therefore, staff recommends entering into an agreement with an initial maximum compensation amount of $500,000 to complete year 1 work. Thereafter, staff will assess the project and, if successful, amend the agreement to increase compensation by remaining amount for a total maximum contract compensation of $1,529,330 for the remaining work.

HSQ’s pricing is fixed through December 31, 2023. Thereafter, HSQ may request price adjustments, which shall be capped at the lesser amount of 3% or the increase in the Consumer Price Index.

Upon completion of the project, the City will have a state-of-the-art SCADA system deployed on a fast, reliable, redundant, and secure fiber optic ring while retaining the ability to communicate over the existing radio network, providing for multiple layers of failover.

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

FISCAL IMPACT
The total project cost is estimated at $1,529,330, including the project cost of $1,390,300 and the 10% contingency of $139,030. The proposed agreement, with an initial amount of $500,000 would cover Year 1 work. The Water & Sewer Utilities Department has sufficient budget in the SCADA Improvements Project in the Water Utility Capital Fund to cover the cost associated with this agreement. In the FY 2022/23 and FY 2023/24 Biennial Capital Improvement Program Budget, $500,000 is allocated annually to this project, with the FY 2022/23 allocation covering the initial agreement. The amendments of up to $1,029,330 would be addressed by the annual $500,000 allocations in future years or would necessitate a budget amendment to accelerate the funding, City of Santa Clara Page 2 of 3 Printed on 9/22/2022
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22-925 Agenda Date: 9/27/2022
depending on the timing of any amendments.

COORDINATION
There has been project coordination and review from the City’s Information Technology Department.

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

RECOMMENDATION

1. Authorize the City Manager to execute an agreement with HSQ Technology to upgrade the SCADA system to enable fiber communication and to implement various system enhancements, with a fiveyear term starting on or around October 1, 2022 and ending on December 31, 2027, with an initial maximum compensation of $500,000, subject to the appropriation of funds; and

2. Authorize the City Manager to execute amendments to increase compensation not-to-exceed $1,029,330 for a total maximum contract compensation of $1,529,330, subject to the appropriation of funds.

Reviewed by: Gary Welling, Director, Water & Sewer Utilities Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. Proposed Agreement with HSQ Technology for Upgrade of SCADA System City of Santa Clara Page 3 of 3 Printed on 9/22/2022
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Agreement with HSQ Technology
Rev. 07-01-18
EBIX Insurance No. S200000123

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

HSQ TECHNOLOGY

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

Exhibit A – Scope of Services
Exhibit B – Compensation
Exhibit C – Insurance Requirements
Exhibit D – Labor Compliance Addendum
Exhibit E - Contractor’s Proposal Quotation No. COR-011 dated May 11, 2022 This Agreement, including the Exhibits and Appendices set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and

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Agreement with HSQ Technology
Rev. 07-01-18
understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

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 the Effective Date and terminate on December 31, 2027.

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 free from defect and shall conform to the specifications, requirements and instructions set forth in this Agreement. For the term of this Agreement and one (1) year thereafter, 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 necessary to perform the Services, 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 “COMPENSATION.” The maximum compensation of this Agreement is set forth in Section 1 of Exhibit B, subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

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Agreement with HSQ Technology
Rev. 07-01-18

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 copies of all City information or material that Contractor has in its possession.

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Agreement with HSQ Technology
Rev. 07-01-18
be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.

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, excluding information subject to applicable legal privileges and/or proprietary information. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

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

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Agreement with HSQ Technology
Rev. 07-01-18
connected with the Services performed by Contractor pursuant to this Agreement – including claims of any kind by Contractor’s employees or persons contracting with Contractor to perform any portion of the Scope of Services – and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

15. LIMITATION OF LIABILITY
CONTRACTOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT
SHALL NOT EXCEED $2,000,000, WHETHER IN ACTION(S) IN CONTRACT, TORT OR OTHERWISE.

CONTRACTOR SHALL HAVE NO LIABILITY UNDER THIS AGREEMENT

FOR INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER SPECIAL

DAMAGES, WHETHER ARISING IN AN ACTION IN CONTRACT, TORT OR OTHERWISE.

NOTWITHSTANDING THE ABOVE, THERE SHALL BE NO LIMITATION OF

LIABILITY FOR INFRINGEMENT OF INTELLECTUAL PROPERTY,

PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE COVERED BY THE INDEMNIFICATION PROVISION IN ARTICLE 14.

16. 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.

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Agreement with HSQ Technology
Rev. 07-01-18

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

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

City of Santa Clara
Attention: Water and Sewer Utilities
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected],
[email protected] and [email protected] And to Contractor addressed as follows:

HSQ Technology
26227 Research Road
Hayward, CA 94545-3725
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

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

20. 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

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Agreement with HSQ Technology
Rev. 07-01-18
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 it becomes aware of a conflict.

21. 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.

22. 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.

23. 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.

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

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

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Agreement with HSQ Technology
Rev. 07-01-18

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

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

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

Office of the City Attorney
City of Santa Clara

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

HSQ TECHNOLOGY
a California corporation
Dated:

By (Signature):

Name: Gustavo Jimenez
Title: Director of Projects & Operations
Principal Place of
Business Address:
26227 Research Road
Hayward, CA 94545
Email Address: [email protected]
Telephone: (510) 259-1334
Fax: (510) 259-1392
“CONTRACTOR”

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: 09/12/22
:
: Gustavo Jimenez
09/12/22
Agreement with HSQ Technology/Exhibit A -Scope of Services Rev. 07-01-18

EXHIBIT A

SCOPE OF SERVICES

1. INTRODUCTION

1.1. Contractor acknowledges that this scope of services constitutes a fixed price obligation to engineer, design, configure, install, test, and commission to:

Upgrade the Remote Telemetry Units (RTUs) at each site identified by the City to enable communication over the City’s new fiber network (see Section 4).

Add the Corporate Yard Tank site to the SCADA system (see Section 5).

Provide additional services/products as required by the City (see Section 6).

1.2. Contractor shall perform all work on a turnkey basis which means providing all labor, hardware, software, and services required to complete each project.

1.3. To the extent not inconsistent with this Agreement between the City and Contractor including this Scope of Services, Contractor’s proposal Quotation No. COR-011 dated May 11, 2022 is attached as Exhibit E.

2. GENERAL REQUIREMENTS

2.1. Contractor acknowledges that it has in its possession all applicable specifications, drawings, and information pertaining to the existing system, and such information are adequate to enable Contractor to fairly determine its ability to perform the work called for herein at the price. In the event that there are field conditions not reasonably apparent during Contractor’s review of the existing system leading up to this Agreement that will impact project design, schedule or cost, both parties shall work together to resolve and rectify the issue.

2.2. Contractor shall adhere to the City’s safety rules and guidelines at all times, especially at the job site and when carrying out installation work.

2.3. Contractor shall pass through to City any manufacturers’ warranties which Contractor receives on the system and, at City’s request, Contractor shall enforce such warranties on City’s behalf.

3. PROJECT MANAGEMENT

3.1. Contractor and City shall assign qualified Project Managers.

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1.1.1. 1.1.2.

1.1.3. Agreement with HSQ Technology/Exhibit A -Scope of Services Rev. 07-01-18

3.2. Project Managers will act as the single points of contact between the parties for all matters related to project scope, schedule, and all other matters relating to the project.

3.3. Contractor’s Project Manager shall develop a project implementation plan in coordination with City’s Project Manager and the rest of the Project Team.

3.4. Contractor shall execute the agreed-upon implementation plan in accordance with the City’s contractual requirements and expectations.

3.5. Contractor’s Project Manager will ensure optimum schedule adherence, contract delivery, and system performance through effective and efficient resource utilization with a focus on maximum quality and reliability through internal design reviews and through industry-wide, sustainable quality procedures.

3.6. Contractor shall ensure consistency and uniformity across the design and implementation phases by following the design basis agreed upon with the City.

4. REMOTE TERMINAL UNITS (RTU) UPGRADE
This project involves upgrading the Remote Terminal Units (RTU) at approximately 42 sites, as listed in Appendix A1, to enable communication over the City’s new fiber network.

4.1. RTU Panel
Contractor shall provide to the City a detailed design of the new RTU Panel. The detailed design shall be reviewed and approved by the City prior to build.

Contractor shall follow all applicable standards in the build, configuration, and install of the new RTU panel. The new RTU panel shall incorporate the latest components and include existing control logic into latest programming.

Contractor shall assemble and factory test all hardware parts for this project. Contractor shall use all new components (except the MDS 9710 radios will be reused for the City to use the existing radio communication system as back-up). Factory testing shall include:

Power up of equipment.

Verification of functional operation. Contractor shall prepare a factory acceptance test plan which at a minimum includes simulation of inputs/outputs and alarms on a virtual copy of the City’s SCADA system.

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4.1.1. 4.1.2.

4.1.3. 4.1.3.1.

4.1.3.2. Agreement with HSQ Technology/Exhibit A -Scope of Services Rev. 07-01-18
Formal documentation of testing results.

City representative to participate in factory demonstration of assembled RTU, unless waived by the City in writing.

Contractor shall provide as manufactured/as-built drawings.

4.2. Installation Services
City Responsibilities
Identity two pilot sites for initial installation and determine the schedule for the remaining sites after successful install.

Provide terminated fiber to the RTU via a din rail mounted fiber patch panel. Contractor will designate the entry point of the fiber and the location of the termination.

Assist Contractor with back panel installation and be
available for the actual cutover and integration to the SCADA system.

Contractor Responsibilities
Contractor shall furnish all labor, hardware, and software required for engineering, installing, programming and
integrating the new RTU panels at each site.

Prior to completion of installation services, Contractor shall submit to the City a field installation testing procedures and form for approval.

4.3. Startup and Testing Services. City and Contractor shall work together to perform all system tests necessary to ensure communication over the fiber network system and the site is returned to normal operations (e.g., alarms, programs, HMI screens, etc.). The site validation shall at a minimum include:

Site is communicating normal site data, without error over fiber.

Site is able to be switched back to radio and communicate normal site data over radio.

4.4. Site Acceptance
All work shall be subject to the City’s 15-day acceptance test in accordance with the Field Test Plan Signoff Sheet. Contractor shall repair any component or system failure related to its work within 48 hours to continue the 15-day acceptance test.

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4.1.4. 4.2.1.

4.2.2. 4.3.1.

4.3.2. 4.4.1 .

4.1.3.3. 4.1.3.4.

4.2.1.1. 4.2.1.2.

4.2.1.3. 4.2.2.1.

4.2.2.2. Agreement with HSQ Technology/Exhibit A -Scope of Services Rev. 07-01-18
Any failure due to the City’s fiber communication and existing field equipment and signals shall not constitute a failure on system on part of Contractor.

4.5. Documentation. Contractor shall provide to the City all as built documents including but not limited to all hardware, software, wiring diagram, schematics, configuration, and electrical related to each site. Contractor shall provide all documentation in electronic format.

4.6. Exclusions. Any existing field equipment and devices that are identified to be non-operational will be assessed and repaired at City’s cost and as approved by the City.

5. CORPORATE YARD TANK SITE
This project involves adding the Corporate Yard Tank site to the SCADA System. This site is currently being run locally and manually by City staff. Contractor acknowledges that the objective of this project is for the Corporate Yard Tank Site to resemble functionality and behavior of the other sites currently on the SCADA system. The site will remain on the local fiber connection and will not require secondary radio communication because of its close proximity to the main SCADA control center. The scope of work for this site includes a turnkey design, programming, and implementation services including but not limited to:

5.1. Design of New RTU Panel
Contractor shall follow all applicable standards in the design of a new RTU panel. The new RTU panel shall incorporate the latest components as approved by the City.

Contractor shall provide to the City a detailed design including panel layout drawing, wiring diagram, etc. The detailed design shall be reviewed and approved by the City prior to fabrication.

Contractor shall assemble and factory test all hardware parts for this project prior to releasing for delivery to the City. Contractor shall use all new components, except the MDS 9710 radios will be reused for the City to use the existing radio communication system as back-up.

The existing MDS 9710 radio shall be replaced in the field during field installation of RTU panel. Factory testing shall include but not limited to:

City representative to participate in factory demonstration of the assembled RTU.

Power up of equipment.

Verification of functional operation.

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4.4.2. 5.1.1.

5.1.2. 5.1.3.

5.1.3.1. 5.1.3.2.

5.1.3.3. Agreement with HSQ Technology/Exhibit A -Scope of Services Rev. 07-01-18
Formal documentation of testing results.

5.2. Project Design Review. Contractor shall prepare a detailed design for installation for the City’s review and approval. The detailed design shall include the following:

I/O signals utilizing existing termination signal cabinet SCADA screen development for new site configuration including graphic screens representing live process data
Submittal for RTU Panel and graphics screen
Contractor shall be responsible for interviewing City operations staff for understanding about how the site must operate as a standalone site and as part of the distribution system. This logic will be designed into the programming and configuration of the site.

City shall provide the functional control/ description as to how operational control is to be achieved. Contractor requires this information in order to design and develop the programming and configuration for the site.

5.3. Field Work/Installation Services. Contractor shall:

Provide all hardware, components, and materials to complete the work as shown in the approved detailed design submittal.

Perform all field work to install the new RTU panel (including conduit and wiring to and from RTU panel to termination panel). Any changes to the RTU panel shall be reflected in all applicable documentation.

Perform final electrical work site testing for the SCADA System.

Provide all application/program engineering services for system integration.

Submit to City a Field Test Plan Signoff Sheet for review and approval prior to completion of installation services.

5.4. System Commissioning and Tests.

City and Contractor shall perform control system and start-up tests to ensure proper SCADA system and site operation. The site validation shall include but not limited to:

All electrical and control components operate as designed.

Field signals are operational and active.

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5.2.1. 5.2.2.

5.2.3. 5.2.4.

5.2.5. 5.3.1.

5.3.2. 5.3.3.

5.3.4. 5.3.5.

5.4.1. 5.1.3.4.

5.4.1.1. 5.4.1.2.

Agreement with HSQ Technology/Exhibit A -Scope of Services Rev. 07-01-18
Site is operating on the SCADA in accordance with the
City’s requirements.

5.5. Final System Acceptance.

All work shall be subject to City’s 30-day acceptance test in accordance with the Field Test Plan Signoff Sheet. Contractor shall repair any component or system failure related to its work within 48 hours to maintain the 30-day acceptance test period. Exclusions as listed in Section 5.8 are not subject to this 30-day acceptance test period.

5.6. Training. Contractor shall provide 24 hours of training which shall include in factory and/or in field overview of new RTU and components.

5.7. Documentation. Contractor shall provide to the City all documents including but not limited all hardware, software, wiring diagram, schematics, configuration, and electrical related to the project. Contractor shall provide all documentation in electronic format.

5.8. Exclusions.

All existing field equipment and signals that are to be integrated to SCADA must be operational. Any field equipment that is identified to be non-operational for SCADA shall be evaluated by the City for direction (e.g., Change Order, removal, and replacement) at City’s cost.

Installation and routing through conduit of Antenna GPS Cable and antenna on existing Antenna Tower adjacent to SCADA building The following subsystems will not be integrated:

Eyewash Station
Corrpro
Pax (Mixer)

6. ADDITIONAL IMPROVEMENTS
Contractor shall provide submittals for approval before commencing work on the following additional items:

6.1. Convert/Upgrade 26 remaining Slides

6.2. Install/Configure GPS Time Clock for SCADA time synchronization

6.3. Develop new Change of State Slide for RTU overview of error points

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5.8.1. 5.8.2.

5.8.3. 5.4.1.3.

5.8.3.1. 5.8.3.2.

5.8.3.3. Agreement with HSQ Technology/Exhibit A -Scope of Services Rev. 07-01-18

6.4. Develop new slide for monitoring SCADA Network Equipment including computers, network switches, and other communication devices)

6.5. Develop new slide for monitoring SCADA Uninterruptible Power Supplies

6.6. Replace/upgrade existing Dial in Modem (Mutlitech)

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Agreement with HSQ Technology/Exhibit B-Compensation
Rev. 07-01-18

EXHIBIT B

COMPENSATION

1. MAXIMUM COMPENSATION
The maximum amount payable for all materials and services provided under this Agreement shall not exceed Five Hundred Thousand Dollars ($500,000) during the term of the Agreement. Contractor and City shall execute an Amendment to this Agreement to increase the Maximum Compensation as may be required for Contractor to perform all of the work identified in Appendix B1.

2. FEE SCHEDULE
Appendix B1 sets forth the lump sum cost for Contractor to perform the work described in Section A (Scope of Services). Contractor shall not perform any work until the City provides prior written approval.

Prices set forth in this Exhibit B including Appendix B1 are fixed through December 31, 2023. Thereafter, Contractor may request annual price adjustments, which shall be capped at the lesser amount of 3% or the increase in the Consumer Price Index.

3. ADDITIONAL WORK
In the event that any work is identified during the course of the project that the Parties agree is necessary to complete the Scope of Services but nevertheless is outside the scope of this agreement, City and Contractor shall negotiate a price for such work.

Additional work may be negotiated on a lump sum basis in accordance with the rates set forth in Table B1 below.

Table B1
Description Rate
Project Management $300 per hour
Senior Engineer $250 per hour
Engineer $200 per hour

4. PROGRESS PAYMENT SCHEDULE
All payments are based upon City’s acceptance of Contractor’s performance as evidenced by successful completion of all of the deliverables as set forth for each milestone. City shall have no obligation to pay unless Contractor has successfully completed, and City has approved, the milestone for which payment is due. The payment schedule for each site/project shall generally follow the schedule set forth in Table B2. A Final Approved Schedule of Values (SOV) shall be developed and submitted for mutual agreement based on the actual deliverables identified.

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Agreement with HSQ Technology/Exhibit B-Compensation
Rev. 07-01-18
Table B2
Milestone/Deliverable % of Total
City’s Approval of Design 30%
Completion of Manufacturing and Factory Test 30%
Completion of Installation Services and System StartUp/Tests 30% Site/Project Acceptance 10%
TOTAL 100%

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

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Agreement with HSQ Technology/Appendix B1 to Exhibit B
Rev. 07-01-18
Appendix B1 to Exhibit B
Price List/Site Locations
Item
No. Facility Facility ID RTU ID Address Qty Unit Total
1 Water Well 02-02 1 1540 Market St 1 LS $24,000
2 Water Well 03-02 2 500 Benton St 1 LS $24,000
3 Water Well 09-02 7 3300 Pruneridge Ave 1 LS $24,000
4 Water Well 101 8 3640 Forest Ave 1 LS $27,970
5 Water Well 11 9 651 Bucher Ave 1 LS $24,000
6 Water Well 12 10 3277 San Juan Ave 1 LS $24,000
7 Water Well 14 12 1935 Townsend Ave 1 LS $24,000
8 Water Well 16-02 14 1300 Coleman Ave 1 LS $24,000
9 Water Well 17-02 15 3460 Brookdale Dr 1 LS $24,000
10 Water Well 18-02 16 2551 Cabrillo Ave 1 LS $24,000
11 Water Well 21 19 3305 Agate Dr 1 LS $24,000
12 Water Well 22-02 20 1265 Pomeroy Ave 1 LS $24,000
13 Water Well 23 21 511 Magnolia Ln 1 LS $24,000
14 Water Well 25 23 2600 Benton St 1 LS $24,000
15 Water Well 26 24 802 Laurie Way 1 LS $24,000
16 Water Well 29 26 3094 Aspen Dr 1 LS $24,000
17 Water Well 36 - OWNED by
SVP 62 850 Duane Ave 1 LS $24,000
18 Water Hetch Hetchy 1 33 4798 Great American
Pkwy 1 LS $24,000
19 Water Hetch Hetchy 2 34 2339 Gianera St at
North Side 1 LS $24,000
20 Water SCVWD Valley
Water Import 31 1 LS $24,000
21 Sewer Northside Pump
Station 38 4495 North First Street 1 LS $25,700
22 Water Well 13-02 11 1098 Santa Clara St 1 LS $24,000 23 Water Well 15 13 657 Hubbard Ave 1 LS $24,000
24 Water Well 30 27 1503 Warburton Ave 1 LS $24,000
25 Water Well 28 25 1005 San Tomas Exp 1 LS $24,000
26 Water Well 32 60 1802 Agnew 1 LS $25,700
27 Water Well 34 61 615 Moreland Way 1 LS $24,000
28 Water Serra Tanks 32 200 Lawrence
Expressway Exit 1 LS $25,700
29 Water Well 04 3 1087 Scott Blvd 1 LS $24,000
30 Water Well 05-02 NEW DEVELOPMENT 1 LS /////
31 Water Well 07 5 1693 Pomeroy Ave 1 LS $24,000
32 Water Well 08 6 3095 Forbes Ave 1 LS $24,000
33 Water Well 241 22 3729 Swallow way 1 LS $27,970
34 Water Northside Tanks 28 2340 Gianera St at
North Side 1 LS $24,000
35 Water Downtown Tank 35 351 Brokaw Rd 1 LS $24,000
36 Water Corporate Yard
Tank2 NEW 1705 Martin Ave 1 LS $295,050

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Agreement with HSQ Technology/Appendix B1 to Exhibit B
Rev. 07-01-18
Item
No. Facility Facility ID RTU ID Address Qty Unit Total
37 Sewer Primavera Lift
Station 41 2279 Calle De Luna 1 LS $25,700
38 Sewer De La Cruz Lift
Station 43 3899 De La Cruz Blvd 1 LS $24,000
39 Sewer Rabello Pump
Station 39 5601 Lafayette St 1 LS $25,700
40 Storm RAMBO 50 1 LS $25,700
41 Sewer Tasman Lift Station 42 2800 Tasman Dr 1 LS $24,000 42 Sewer Westside Lift Station 40 5345 Great America
Pkwy 1 LS $24,000
43 Sewer Stadium Pump
Station 30 4161 Stars and Stripes Dr 1 LS $17,800
Subtotal (Remote Sites) $1,290,990
Additional Improvements Qty Unit Total
26 Additional Slide Development 1 LS $35,510
GPS Time Clock (SCADA Time Sync) 1 LS $14,227
Development of COS Screen for RTU Error points 1 LS $8,700 Monitoring of Network Equipment (Computers, Network 1 LS $13,720 UPS Monitoring on SCADA; New Screen for UPS monitoring 1 LS $18,000 Replace/Upgrade Existing Dial in Modem (Mutlitech) 1 LS $9,153 Subtotal (Additional Improvements) $99,310
Subtotal (Remote Sites)
3 $1,290,990
Subtotal (Additional Improvements)3 $99,310
GRAND TOTAL4 $1,390,300
1 Proposed pilot sites
2 New site added to SCADA
3 The prices include sales tax.
4 The Grand Total does not include any price adjustments pursuant to Section 2 of Exhibit B.

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Agreement with HSQ Technology/Exhibit C – Insurance Requirements Rev. 07-01-18

EXHIBIT C

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:
$2,000,000 Each occurrence
$2,000,000 General aggregate
$2,000,000 Products/Completed Operations aggregate
$2,000,000 Personal Injury

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

C. WORKERS’ COMPENSATION

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

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

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Agreement with HSQ Technology/Exhibit C – Insurance Requirements Rev. 07-01-18

3. General Aggregate. The general aggregate limits shall apply separately to Contractor’s work under this Agreement providing coverage at least as broad as Insurance Services Office (ISO) Endorsement CG 2503, 05 09 Edition, or insurer’s equivalent (CGL).

4. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that notice of cancellation shall be given to City at least thirty (30) days prior to the effective date of such modification or cancellation.

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

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

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

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense,

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Agreement with HSQ Technology/Exhibit C – Insurance Requirements Rev. 07-01-18
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 upon request for the required insurance policies for City’s approval as to adequacy of the insurance protection.

G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City. 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 provided by e-mail to [email protected].

Or by mail to:

EBIX Inc.

City of Santa Clara – Water & Sewer Utilities Department P.O. Box 100085 – S2
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
H. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

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Agreement with HSQ Technology/Exhibit D-Labor Compliance Rev. 07-01-18

EXHIBIT D

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

I. Prevailing Wage Requirements

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

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

3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required.

Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov.

4. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed on the project as an apprentice and receive the applicable apprenticeship prevailing wage rates. Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.

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

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Agreement with HSQ Technology/Exhibit D-Labor Compliance Rev. 07-01-18
payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

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

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

8. No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Contractors MUST be a registered “public works contractor” with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.

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

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

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

J. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is

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Agreement with HSQ Technology/Exhibit D-Labor Compliance Rev. 07-01-18
practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor’s address indicated for receipt of notices in this Agreement.

K. Enforcement

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

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

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

City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements.

These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.

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26227 Research Road
Hayward, California 94545-3725
Phone: (510) 259-1334
Fax: (510) 259-1392
www.hsq.com

BUILDING THE TECHNOLOGY THAT DRIVES SMARTER SYSTEMS
An Equal Opportunity Employer California Contractor’s License 378393 By Email: [email protected]
[email protected]
May 11, 2022
Santa Clara Water Dept.
1500 Warburton Avenue
Santa Clara, CA 95050
Attention: Franz Mortensen
Reference: RTU Field Site Analysis Survey Phase 2A
City of Santa Clara – SCADA System
HSQ Quotation No. COR-011
HSQ Project Ref No.: 34001029993
HSQ Letter No. 026.R.3: 29993
Gentlemen:

HSQ Technology is pleased to offer you a quotation for providing a cost upgrade to your current identified area for improvements.

HSQ conducted the field survey analysis for the 42 RTU Sites and their associated required system equipment for upgrading as necessary for fiber Communication. In addition, there are identified equipment and system improvements that were identified by the City that were to be costed and estimated for replacement or improvements which are included in this proposal.

The current SCADA System utilizes Radio Communication. The City is currently working towards providing a Fiber-Ring for all the RTU Field panels. The intent is to go to communication over Fiber with leaving the existing radio system as a back-up communication.

The City of Santa Clara has two sub-systems within the Water District System to be scheduled as initial pilot sites for proof of concept and installation prior to moving forward with all identified RTU sites (42). The Sub-systems are as follows;
¾ 42 – RTU Site Upgrades
o 40 - RTU Upgrades Back Panel Assembly Site
o 1 - RTU Upgrade Only (Levi Stadium RTU)
o 1 - RTU Corporate Yard Tank (New development)

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TECHNOLOGY
A RailWorks Company
RTU Site Overview

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TECHNOLOGY
A RailWorks Company

1. Proposed City’s Pilot Site
Selection of two RTU Sites to be used as Pilot sites for integration with newly upgraded SCADA system for upgrading the field RTU panels
Well 10 – RTU 8
Well 24 – RTU 22
WELL 10 – RTU 8 Location
WELL 24 – RTU 22 Location

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TECHNOLOGY
A RailWorks Company
HSQ shall develop and design the two required RTU Back panels to retrofit to existing site enclosure and existing signals. Existing wiring and controls shall be re-terminated and re-tested to insure all existing current monitored signals are seen on current SCADA System Graphical User Interface.

Current sites are setup for Radio communication but will also be re-engineered to accommodate communication over fiber. Fiber shall be the 1st main communication protocol with radio communication as backup. City is responsible for pulling, terminating and testing fiber back to Corporate Yard. HSQ shall recommend the location of fiber patch panels to be located within each RTU Panel location.

Deliverables for this site shall include;
New Engineered RTU Back Panel Assemblies with newly proposed Hardware Product Data for new RTU and PLC Remote I/O equipment
HSQ MFG Testing (Unwitnessed)
System Field Testing Sign-Off

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TECHNOLOGY
A RailWorks Company

2. SCADA Site Addition
The City has requested to provide a price to add the Corporate Yard Tank site located at the main plant. This site is currently a stand-alone system that is currently being run locally and manually by City personnel with no monitoring or controls back to SCADA.

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TECHNOLOGY
A RailWorks Company
This is a pump station / Tank site configuration that does not have the developed infrastructure to incorporate to Existing SCADA system as do the existing 42 plus sites currently in operation and integrated to the SCADA system. The 42 proposed site that are being upgraded have the current infrastructure and hardware signals already integrated to SCADA. These sites are being provided with current Hardware and retested to insure exiting radio and new Fiber signal communicate back to SCADA.

Unlike the other remote existing sites, this proposed site requires full development, engineering and planning effort in order to integrate into the current existing SCADA system. There is currently no SCADA monitoring for this Tank site. This is a full engineering development task required to integrating to the existing SCADA system as well as provide a full new RTU wall mounted panel enclosure within the pump room for pulling all existing wire controls needed to monitor and control this area. This will require sub-contracting an electrical contractor to conduct installation of HSQ new RTU panel as well as pulling new conduit and new field wire for all the required signals necessary to monitor and control /this Pump/Tank Site. This work will need to be designed and planned for the electrical to conduct his portion of field installation and wire testing back to new HSQ RTU panel.

New RTU
Panel Location
New Conduit
and wire

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TECHNOLOGY
A RailWorks Company
In order to add to SCADA, a new RTU panel with new software development to create this tank site would be required to add the newly upgraded HSQ Miser SCADA system. This site shall be broken out as a separate bid from the other exiting RTU field panels because of the required design criteria needed from the City. This system is bid based on only a local fiber communication. There is no need for Radio backup at this site since it is local to the corporate yard and walking distance from the main SCADA Control Center.

Design criteria will be required to be provided by the City for the following area in order to finalize control and monitoring, HSQ shall schedule design review meeting to go over these required design inputs for the different areas needed to integrate, monitor and control this pump station Tank Site
Scope shall include the following;
¾ New RTU Panel for integrating with existing stand-alone manual system. ¾ Design Criteria Coordination from City for operations of Site ¾ I/O signals to be designed from existing Pump station site, control panels and Termination Signal Cabinet.
¾ SCADA Screen Development (4 SCADA Screens) for new Tank /Pump Site configuration
¾ All Programming and Configuration for integration with existing SCADA system ¾ Unwitnessed Factory Test of New RTU Panel
¾ Submittal for RTU Panel and Field Terminations to exiting control and monitoring signals
¾ Submittal for Graphics Screen
¾ Field Test Plan Signoff sheets
¾ Electrical Work which will include Development of drawings and scope of work for electrical contractor to bid and include installation of new RTU Panel, Conduit and wire to and from RTU Panel to Termination Panel. Site validation testing to inure field signals still active. Final Electrical work site testing for SCADA. ¾ Training; Includes, Management, coordination, Training preparation, Documentation, 3 Days On-site Training and all traveling expenses. ¾ Expect schedule duration estimated to be completed within 1 year of fully executed contract.

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TECHNOLOGY
A RailWorks Company
Estimated Summary Breakdown;
The expected duration for this site requirement is expected to be conducted over a one year period (12 months). Assumptions are made based on the conducted site survey and the expected field signals that should be present based on the previous project requirements to have them for future SCADA. In the event there are issues with scope and unforeseen field conditions, they will be presented to the city for evaluation and impact.

A detailed project schedule shall be created after award of project to define the final deliverables and requirements for executing this project with the City’s input for design criteria on how they wish the Pump/Tank Site to operate from SCADA. The project schedule shall be mutually agreed to by HSQ and the City of Santa Clara.

3. Additional Improvements
¾ 26 Additional Slide Development
¾ GPS Time Clock (SCADA Time Sync); HSQ will update and Re-quote. ¾ Development of COS Screen for RTU Error points
¾ Monitoring of Network Equipment (Computers, Network Switches, and Comm) on SCADA via a newly developed Screen.
¾ UPS Monitoring on SCADA; New Screen for UPS monitoring on SCADA. ¾ Replace/Upgrade Existing Dial in Modem (Mutlitech)

DESCRIPTION ESTIMATED HRS ESTIMATED COST
Project Management 180.00 $ 40,500
Project Administration 80.00 $ 12,800
Hardware and Design Engineering 336.00 $ 67,200
Software Configuration and programming 200.00 $ 40,000
Data Base And Graphic Development 120.00 $ 24,000
Shop Manufacturing and Testing 136.00 $ 21,760
Field Startup and Comissioning 120.00 $ 24,000
Electrical Contract Work Material and Coordination $ 35,847 RTU Panel Material $ 9,500
Training 40 $ 8,000
Project Expenses (Mileage, pier diem, supplies) $ 3,410 Sales tax (9.125%) $ 8,024
Totals 1,212 $ 295,041

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TECHNOLOGY
A RailWorks Company
RTU Site Listing Matrix
The included listing is the RTU sites and the associated existing Design criteria identified during the Field Site Survey. From this Design listing HSQ shall provide a pricing proposal recommendation for each site based on its site design criteria.

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TECHNOLOGY
A RailWorks Company
OBJECT ID Facility FACILITY ID RTU ID No. Address Longitude Latitude Current
Antenna
Heights
(FT)
Enclosure
Style
TYP Back
Panel
Back Pan
Size
Back
Panel
MTG
Holes
Upgrade Fiber Pulled RTU DI Points RTU DO Points RTU AI Points RTU AO Points Battery Location Notes 1 Water Well 02-02 1 1540 Market St -121.948696 37.3434823 20 MCC B 33x21 4 Full NO 4 1 3 0 Batt Internal (LT) Voltage Sensing AI TYP for all; 24" Wide Back Pan 2 Water Well 03-02 2 500 Benton St -121.937411 37.3529665 31 MCC B 33x21 6 Full NO 8 2 3 0 Batt Internal (LT) Existing Main TB; 24" Wide Back Pan8 Water Well 09-02 7 3300 Pruneridge Ave -121.989624 37.3300963 21 Encl B 33x21 6 Full NO 2 1 4 0 Batt External 9 Water Well 10 8 3640 Forest Ave -121.964013 37.3268308 25 MCC B 33x21 6 Full NO 5 1 3 0 Batt Internal (LT) 24" Wide Back Pan 10 Water Well 11 9 651 Bucher Ave -121.968964 37.3369626 24 Encl B 33x21 6 Full NO 5 2 3 0 Batt Internal (LT) Abandoned11 Water Well 12 10 3277 San Juan Ave -121.986499 37.3632554 20 MCC B 33x21 6 Full NO 2 1 2 0 Batt Internal (LT) 24" Wide Back Pan 13 Water Well 14 12 1935 Townsend Ave -121.986334 37.357658 14 MCC B 33x21 6 Full NO 3 1 3 0 Batt Internal (LT) 24" Wide Back Pan - Abandoned 15 Water Well 16-02 14 1300 Coleman Ave -121.934784 37.3571684 19 Encl 6 B 33x21 4 Full NO 7 2 5 0 Batt External Abandoned 16 Water Well 17-02 15 3460 Brookdale Dr -121.991955 37.3419057 24 MCC B 33x21 6 Full NO 7 2 5 0 Batt Internal (top) 17 Water Well 18-02 16 2551 Cabrillo Ave -121.972711 37.3597773 19 MCC B 33x21 4 Full NO 2 1 3 0 Batt Internal (LT) 24" Wide Back Pan 19 Water Well 21 19 3305 Agate Dr -121.987435 37.370156 19 MCC B 33x21 6 Full NO 4 1 3 0 Batt Internal (LT) 24" Wide Back Pan20 Water Well 22-02 20 1265 Pomeroy Ave -121.986361 37.3485291 19 MCC B 33x21 4 Full NO 3 1 3 0 Batt Internal (LT) 24" Wide Back Pan21 Water Well 23 21 511 Magnolia Ln -121.974947 37.3320392 22 MCC B 33x21 6 Full NO 6 1 3 0 Batt Internal (LT) 24" Wide Back Pan 23 Water Well 25 23 2600 Benton St -121.97387 37.345226 20 MCC B 33x21 6 Full NO 3 1 3 0 Batt Internal (LT) 24" Wide Back Pan 24 Water Well 26 24 802 Laurie Way -121.947804 37.3875644 20 MCC B 33x21 6 Full NO 4 1 3 0 Batt Internal (LT) 24" Wide Back Pan 26 Water Well 29 26 3094 Aspen Dr -121.984342 37.3307652 16 MCC B 33x21 6 Full NO 4 1 3 0 Batt Internal (LT) 24" Wide Back Pan30 Water Well 36 62 850 Duane Ave -121.950077 37.3765174 19 MCC B 33x21 4 NO NO 4 3 4 0 Batt Internal (LT) Owned by SVP – No upgrade31 Water Hetch Hetchy 1 33 4798 Great American Pkwy -121.978291 37.3994931 19 Encl B 33x21 4 Full NO 0 3 4 0 Batt Exernal32 Water Hetch Hetchy 2 34 2339 Gianera St at North Side Tank -121.95010 37.376535 20 Encl 6 B 33x21 6 Full YES 4 5 7 0 Batt Exernal 36 Water SCVWD Valley Water Import 31 -122.002859 37.3254097 30 Encl B 33x21 4 Full NO 1 3 4 0 Batt External 39 Sewer Northside Pump Station 38 4495 North First Street -121.964862 37.420941 25 MCC / Encl 8 B 33x21 4 Full NO 24 0 4 0 Batt Internal (LT) 12 Water Well 13-02 11 1098 Santa Clara St -121.943867 37.3463387 19 MCC C 33x24 4 Full NO 2 1 3 0 Batt Internal (LT)14 Water Well 15 13 657 Hubbard Ave -122.000642 37.3339935 19 MCC F 33x22 4 Full NO 4 1 3 0 Batt External 24" Wide Back Pan27 Water Well 30 27 1503 Warburton Ave -121.953698 37.3556487 20 MCC F 33x22 6 Full NO 2 1 3 0 Batt Internal (LT)25 Water Well 28 25 1005 San Tomas Exp -121.96855 37.3449137 25 MCC D 33x27 4 Full NO 5 1 3 0 Batt Internal (LT) 28 Water Well 32 60 1802 Agnew -121.958036 37.3948022 17 MCC H 28x22 4 Full NO 22 4 6 0 Batt Internal (RT) 24" Wide Back Pan29 Water Well 34 61 615 Moreland Way -121.945966 37.3960274 20 MCC H 28x22 4 Full NO 3 1 3 0 Batt Internal (LT) 24" Wide Back Pan 35 Water Serra Tanks 32 200 Lawence Expressway Exit -122.002056 37.3259692 59 MCC I 29x21 4 Full NO 11 6 5 0 Batt Internal 31" H 24" w back pan 3 Water Well 04 3 1087 Scott Blvd -121.958875 37.3460986 19 MCC G 33x23 6 Full NO 3 1 1 0 Batt Internal (LT) 24" Wide Back Pan Water Well 05-02 DownTown Tank INACTIVE - Possible New Install 6 Water Well 07 5 1693 Pomeroy Ave -121.985328 37.3539084 16 MCC G 33x23 7 Full NO 6 1 3 0 Batt Internal (LT) 24" Wide Back Pan 7 Water Well 08 6 3095 Forbes Ave -121.984644 37.3343008 19 Encl E 33x33 7 Full NO 4 1 3 0 Batt Internal (RT) 22 Water Well 24 22 3729 Swallow way -121.998342 37.3470917 19 Encl 8 E 33x33 7 Full NO 2 1 3 0 Batt Internal (LT)33 Water Northside Tanks 28 2340 Gianera St at North Side Tank -121.969525 37.400476 25 Encl 8 E 33x33 7 Full YES 9 4 6 0 Batt Internal (4) 34 Water Downtown Tank 35 351 Brokaw Rd -121.941092 37.3560267 41 Encl 8 E 33x33 7 Full NO 2 6 5 0 Batt Internal (LT) 37 Water Corporate Yard Tank NEW 1705 Martin Ave New Encl 12 E 33x33 7 New Dev YES 0 NEW NEW Development Site to be added to SCADA; Top Entry40 Sewer Primavera Lift Station 41 2279 Calle De Luna -121.964967 37.4089229 12 Encl 8 E 33x33 6 Full NO 18 0 1 0 Batt Internal (LT) Existing TB; No Voltage AI Input; Tasman East project 38 Sewer De La Cruz Lift Station 43 3899 De La Cruz Blvd -121.946487 37.392829 19 MCC / Encl 8 A 27x21 4 Full NO 9 0 3 0 Batt Internal (LT) 33"H back pan 41 Sewer Rabello Pump Station 39 5601 Lafeytte St -121.971548 37.4166959 33 Encl 8 A 27x21 4 Full NO 32 0 3 0 Batt External 56 Storm RAMBO 50 -121.967831 37.3961943 25 CP Encl 8 A 27x21 4 Full YES 19 0 3 0 Batt internal 42 Sewer Tasman Lift Station 42 2800 Tasman Dr -121.978202 37.4030971 18 Pedestal K 30x21 4 Full NO 7 0 1 0 Batt Internal (RT) Left Side field TB43 Sewer Westside Lift Station 40 5345 Great America Pkwy -121.977473 37.409584 20 Encl6 J 27x27 4 Full NO 7 0 0 0 Batt External 44 Sewer Stadium Pump Station 30 4161 Stars and Stripes Dr -121.965759 37.4041795 20 Encl10 MOD 44x33 N/A Upgrade NO N/A N/A N/A 0 UPS Replace existing RTU with Current RTU x86 w/5vdc PS = Denotes Proposed Pilot Sites = Denotes New Site added To SCADA

Page 36 of 43 ends

J
Type QTY Panel Size MTG Holes
A 3 27x21 4 FAB-1
B 21 33x21 6 FAB-2
C 1 33x24 4 FAB-3
D 1 33x27 4 FAB-4
E 6 33x33 4 FAB-5
F 2 33x22 6 FAB-6
G 2 33x23 6 FAB-7H 2 28x22 4 FAB-8
I 1 29x21 4 FAB-9
J 1 27x27 4 FAB-10
K 1 30x21 4 FAB-11
MOD 1 Upgrade 0
42 Total

Page 37 of 43 ends

1. Proposed City’s Pilot Site
Selection of three RTU Sites to be used as Pilot sites for integration with newly upgraded SCADA system is started.
Well 10 – RTU 8
Well 24 – RTU 22
Below is the costing for the two pre-selected pilot sites that are to be performed prior to the installation and upgrades for the remaining site. The existing MDS 9710 Radios shall be re-used.

New Fiber run cable, patch panels and terminations shall be provided by the City of Santa Clara.

Includes Sales tax rate of 9.125%.

The required field work and startup shall require the use and support of City maintenance personnel to assist with the installation and termination of new RTU back pan design. In addition City personnel shall need to be present for actual cutover and integration to City’s existing SCADA system.

ITEM DESCRIPTION QTY UNIT UNIT BID
NO. PRICE PRICE

1.00 Well 10 - RTU 8 1.00 LS 27,970.00 27,970.00

2.00 Well 24 - RTU 22 1.00 LS 27,970.00 27,970.00
TOTAL AMOUNT OF PROPOSAL 55,940.00

Page 38 of 43 ends

TECHNOLOGY
A RailWorks Company
RTU Upgrade Analysis Report (39 RTU Sites)

2. Proposed City’s RTU Site Upgrades
Below is the costing for the remaining listed RTU sites that are to be upgraded. The existing MDS 9710 Radios shall be re-used. New Fiber run cable, patch panels and terminations shall be provided by the City of Santa Clara. The below site photo represents the typical old style RTU equipment that has reached end of life status (EOL) for majority of existing RTU Sites currently in use.

HSQ would remove the entire back pan assembly with all mounted equipment and replace with a new RTU back panel assembly shown on next page.

OLD RTU Controller
and Controls and back
pan to be removed and
replaced with new
back panel design and
upgraded hardware
and software
Existing Radio to be
re-used in new RTU
design.

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[:J§G]

TECHNOLOGY
A RailWorks Company
The below proposal is the pricing for the remaining RTU sites to upgrade. Please note pricing is based on release of all RTU sites in order to maintain the below listed pricing for each site.

Corporate Yard site requires a design build and more Design AS BULT Information from the City but we have provided a cost that that should capture the SCADA monitoring requirements.

It is HSQ’s intent to provide the latest product offering for the RTU site upgrades with the new HSQ PLC and Input and Output modules. The HSQ panel below depict the new product offering that HSQ is hoping to launch prior to award of RTU upgrade project. The design intent shall be to provide new upgraded RTU Controllers to communicate with the new design for new fiber communication and Existing Radio system communication as a backup.

HSQ RTU Controller
I/O modules
PLC I/O Modules
Field Terminal Block

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TECHNOLOGY
A RailWorks Company

3. Proposed City’s RTU Site Upgrade Pricing
Please Note that RTU sites subject to change based on City Selection and additions throughout budgeted years.

Item
No. Facility FACILITY ID RTU ID No. Address QTY UNIT UNIT Price Bid Price 1 Water Well 02-02 1 1540 Market St 1 LS $24,000.00 $24,000.00 2 Water Well 03-02 2 500 Benton St 1 LS $24,000.00 $24,000.00 3 Water Well 09-02 7 3300 Pruneridge Ave 1 LS $24,000.00 $24,000.00 Water Well 10 8 3640 Forest Ave BID under Pilot Site LS $27,970.00 $27,970.00 4 Water Well 11 9 651 Bucher Ave 1 LS $24,000.00 $24,000.00 5 Water Well 12 10 3277 San Juan Ave 1 LS $24,000.00 $24,000.00 6 Water Well 14 12 1935 Townsend Ave 1 LS $24,000.00 $24,000.00 7 Water Well 16-02 14 1300 Coleman Ave 1 LS $24,000.00 $24,000.00 8 Water Well 17-02 15 3460 Brookdale Dr 1 LS $24,000.00 $24,000.00 9 Water Well 18-02 16 2551 Cabrillo Ave 1 LS $24,000.00 $24,000.00 10 Water Well 21 19 3305 Agate Dr 1 LS $24,000.00 $24,000.00 11 Water Well 22-02 20 1265 Pomeroy Ave 1 LS $24,000.00 $24,000.00 12 Water Well 23 21 511 Magnolia Ln 1 LS $24,000.00 $24,000.00 13 Water Well 25 23 2600 Benton St 1 LS $24,000.00 $24,000.00 14 Water Well 26 24 802 Laurie Way 1 LS $24,000.00 $24,000.00 15 Water Well 29 26 3094 Aspen Dr 1 LS $24,000.00 $24,000.00 16 Water Well 36 - OWNED by SVP 62 850 Duane Ave 1 LS $24,000.00 $24,000.00 17 Water Hetch Hetchy 1 33 4798 Great American Pkwy 1 LS $24,000.00 $24,000.00 18 Water Hetch Hetchy 2 34 2339 Gianera St at North Side Tank 1 LS $24,000.00 $24,000.00
19 Water SCVWD Valley Water Import 31 1 LS $24,000.00 $24,000.00 20 Sewer Northside Pump Station 38 4495 North First Street 1 LS $25,700.00 $25,700.00 21 Water Well 13-02 11 1098 Santa Clara St 1 LS $24,000.00 $24,000.00 22 Water Well 15 13 657 Hubbard Ave 1 LS $24,000.00 $24,000.00 23 Water Well 30 27 1503 Warburton Ave 1 LS $24,000.00 $24,000.00 24 Water Well 28 25 1005 San Tomas Exp 1 LS $24,000.00 $24,000.00 25 Water Well 32 60 1802 Agnew 1 LS $25,700.00 $25,700.00 26 Water Well 34 61 615 Moreland Way 1 LS $24,000.00 $24,000.00 27 Water Serra Tanks 32 200 Lawence Expressway Exit 1 LS $25,700.00 $25,700.00 28 Water Well 04 3 1087 Scott Blvd 1 LS $24,000.00 $24,000.00 Water Well 05-02 NEW DEVELOPMENT 1 LS TBD TBD
29 Water Well 07 5 1693 Pomeroy Ave 1 LS $24,000.00 $24,000.00 30 Water Well 08 6 3095 Forbes Ave 1 LS $24,000.00 $24,000.00 Water Well 24 22 3729 Swallow way BID under Pilot Site LS $27,970.00 $27,970.00 31 Water Northside Tanks 28 2340 Gianera St at North Side Tank 1 LS $24,000.00 $24,000.00
32 Water Downtown Tank 35 351 Brokaw Rd 1 LS $24,000.00 $24,000.00 Water Corporate Yard Tank NEW 1705 Martin Ave 1 LS $295,050.00 $295,050.00 33 Sewer Primavera Lift Station 41 2279 Calle De Luna 1 $25,700.00 $25,700.00 34 Sewer De La Cruz Lift Station 43 3899 De La Cruz Blvd 1 $24,000.00 $24,000.00 35 Sewer Rabello Pump Station 39 5601 Lafeytte St 1 $25,700.00 $25,700.00 36 Storm RAMBO 50 1 $25,700.00 $25,700.00
37 Sewer Tasman Lift Station 42 2800 Tasman Dr 1 $24,000.00 $24,000.00 38 Sewer Westside Lift Station 40 5345 Great America Pkwy 1 $24,000.00 $24,000.00 39 Sewer Stadium Pump Station 30 4161 Stars and Stripes Dr 1 $17,800.00 $17,800.00 Total $1,290,990.00
= Denotes Proposed Pilot Sites
= Denotes New Site added To SCADA

Page 41 of 43 ends

TECHNOLOGY
A RailWorks Company
Complete Summary Pricing Breakdown for 3 years Budgeting (2022 thru 2025) Please note that above listed values are estimates and may change based on selection of work per year by the City of Santa Clara and unforeseen field conditions beyond both control of HSQ and the City of Santa Clara.

Year 2022 - 2023
Bid Item
No. Bid Description QTY UNIT UNIT Price Labor Material Est. Tax Bid Price 1 RTU Pilot Sites (2) 1 LS $55,940.00 $36,553.00 $17,148.00 $2,239.00 $55,940.00 2 RTU Site Upgrade ; SCVWD Valley Water Import 1 LS $24,000.00 $14,276.00 $8,574.00 $1,150.00 $24,000.00 3 RTU Site Upgrade ; Rabello 1 LS $25,700.00 $15,576.00 $8,874.00 $1,250.00 $25,700.00 4 Corporate Yard Tank 1 LS $295,041.00 $238,260.00 $48,757.00 $8,024.00 $295,041.00 5 Misc - CO 0 LS $0.00 $0.00
6 Addtional Improvements
a 26 Additional Slide Development 1 LS $35,510.00 $35,510.00 $35,510.00 d GPS Time Clock (SCADA Time Sync) 1 LS $14,227.00 $6,949.00 $6,827.00 $451.00 $14,227.00 e Development of COS Screen for RTU Error points 1 LS $8,700.00 $8,700.00 $8,700.00 f
Monitoring of Network Equipment (Computers, Network
Switches, Comm) on SCADA via a newly developed Screen. 1 LS $13,720.00 $13,720.00 $13,720.00 g
UPS Monitoring on SCADA; New Screen for UPS monitoring
on SCADA. 1 LS $18,000.00 $18,000.00 $18,000.00
h Replace/Upgrade Existing Dial in Modem (Mutlitech) 1 LS $9,153.00 $8,130.00 $962.00 $61.00 $9,153.00 Total $499,991.00
Year 2023 - 2024
Bid Item
No. Bid Description QTY UNIT UNIT Price Est. Labor Est.Material Est. Tax Bid Price 1 RTU Site Upgrades ; Selection By City from Active listing 1 LS $500,000.00 $285,950.00 $190,300.00 $23,750.00 $500,000.00 Total $500,000.00
Year 2024 - 2025
Bid Item
No. Bid Description QTY UNIT UNIT Price Est. Labor Est.Material Est. Tax Bid Price 1 RTU Site Upgrades ; Selection By City from Active listing 1 LS $500,000.00 $285,950.00 $190,300.00 $23,750.00 $500,000.00 Total $500,000.00
Breakdown

Page 42 of 43 ends

TECHNOLOGY
A RailWorks Company
Exclusion
Fiber Installation and testing
Fiber Patching/Splicing
Fiber patch panels
Prevailing Wage
Certified Payroll
Bonds
Permits
Submittals – other than ‘AS BUILT ‘’ Drawing for the new RTU Panels Items nos. 1 & 2 Duration
Project durations will vary pending release of approved orders and timing of release of orders. A schedule will be submitted on any orders that are approved to be released by the City of Santa Clara.

The Projected total lump sum price for this SCADA Upgrade Proposal and all the items listed above is approximately $1,500,000.00 (sales tax @ 9.125% included). The total amount shall be budgeted over a 3 year period at a release of $500,000 per year from 2022 through 2025.

Price escalation per year will be evaluated but shall not exceed $500k per year at a maximum rate range of 3%.

HSQ appreciates the opportunity to provide you with this quotation and looks forward to working with you to finalize the scope of work, pricing, and any required adjustments to the phasing plan scheduling for your continued upgrading for your SCADA System.

Please call the undersigned at 800-486-6684 if you have any questions.

Respectfully,

HSQ TECHNOLOGY, A CORPORATION
Gus Jimenez
Director of Projects and Operations
GJ/PP:ks
cc: [email protected]

Page 43 of 43 ends

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1061 Agenda Date: 9/27/2022

REPORT TO COUNCIL

SUBJECT
Action on a Substation Agreement with Vantage Data Centers CA31, LLC for Bowers Avenue Junction Substation and Related Budget Amendment

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Vantage Data Centers CA31, LLC (Vantage) is currently constructing a new data center at 2590 Walsh Ave. Vantage anticipates that the maximum energy demand for its data center will be 99 megavolt-amps (MVA) and has requested the City’s Electric Utility, Silicon Valley Power (SVP), to provide the required 60kV electric service to the site through a 60kV single customer substation (Bowers Avenue Junction).

DISCUSSION
Under the proposed Bowers Avenue Junction Substation Agreement (Agreement), Vantage will construct, at its own expense, the Bowers Avenue Junction Substation with a capacity of 99 megavolt -amps (MVA) to serve its data center. Costs incurred by SVP related to the design, procurement, construction, inspection, and testing associated with Bowers Avenue Junction will be paid in full by Vantage as outlined in the Agreement. Once completed, the Bowers Avenue Junction will be owned, operated, and maintained by SVP.

The new data center facility will be served by SVP from Bowers Avenue Junction under the terms of the Agreement. SVP will design the control building and related 60kV protection and communication equipment. Vantage will procure and construct all substation equipment necessary and required pursuant to SVP’s specifications to provide electric service to the data center facility. SVP will design and construct the 60kV transmission line interconnection to Bowers Avenue Junction in accordance with the City’s design and procurement standards. SVP will perform testing and commissioning activities on the completed 60kV substation.

ENVIRONMENTAL REVIEW
The California Energy Commission (CEC) prepared and adopted an Environmental Impact Report (EIR) for the Vantage Data Centers CA31, LLC (Bowers Avenue Junction Substation) data center project in accordance with the California Environmental Quality Act (CEQA). On August 17, 2022, the City of Santa Clara Development Review Committee accepted the EIR, adopted the mitigation monitoring and reporting program, and approved the architectural review.

FISCAL IMPACT
Vantage will be responsible for paying all actual costs related to the design, procurement, installation, City of Santa Clara Page 1 of 3 Printed on 9/22/2022
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22-1061 Agenda Date: 9/27/2022
construction, fabrication, inspection, and testing of the associated substation. Vantage will make deposit payments with three payment milestones as detailed in Exhibit D of the Agreement. The cost to be paid by Vantage to the City is estimated at $28,320,405. This includes estimated substation design and commissioning costs of $3,891,105 and estimated Load Development Fees of $24,429,300. Payment milestone number one in the amount of $8,162,026 includes $1,182,226 for the costs of activities and Load Development Fees of $6,979,800. Of the $3,891,105, for substation costs, $1,250,000 was budgeted and received in FY 2021/22 through a deposit agreement, leaving a remaining balance of $2,641,105 to fund this fiscal year.

The following budget adjustments are required in FY 22/23 budget for the Bowers Avenue Junction Substation Project.

Budget
FY 2022/2023
Current Increase/
(Decrease)
Revised
Electric Utility Capital Fund (591)
Revenues
Developer
Contributions
(Bowers Avenue
Junction Project)
$0 $2,641,105 $2,641,105
Expenditures
Bowers Avenue
Junction Project
$328,895 $2,641,105 $2,970,000
Budget for expenses and revenues in future fiscal years will be factored into the biennial budget process.

In addition to reimbursing SVP the actual costs associated with construction of the junction, the customer will also be charged the applicable Load Development Fee listed in the most current Municipal Fee Schedule at the time the fee is paid. The Load Development Fee recovers the portion of the Bulk Electric System reinforcement work that SVP will need to do as a result of the additional load.

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

City of Santa Clara Page 2 of 3 Printed on 9/22/2022
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22-1061 Agenda Date: 9/27/2022

RECOMMENDATION

1. Approve the Substation Agreement (Agreement) with Vantage Data Centers CA31, LLC to allow SVP to design, procure equipment, and construct 60kV facilities to serve the Bowers Avenue Junction Substation for electric service to 2590 Walsh Avenue, subject to the appropriation of funds;

2. Authorize the City Manager to execute the Agreement and related documents and to take such actions as reasonable or necessary to implement and administer the Agreement;

3. Authorize the City Manager to make minor modifications to the attached Agreement subject to approval by City Attorney as to form; and

4. Approve the following FY 2022/23 budget amendment in the Electric Utility Capital Fund to recognize developer contributions of $2,641,105, and increase the Bowers Avenue Junction Project appropriation by $2,641,105 (five affirmative Council votes required to appropriate additional revenue).

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

ATTACHMENTS

1. Substation Agreement
City of Santa Clara Page 3 of 3 Printed on 9/22/2022
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Substation Agreement with Vantage Data Centers CA31, LLC Page 1 of 29 Rev 2/1/2022

SUBSTATION AGREEMENT

BY AND BETWEEN

THE CITY OF SANTA CLARA, CALIFORNIA
AND
Vantage Data Centers CA31, LLC

PREAMBLE
This Substation Agreement (“Agreement”) is made and entered into on the date last signed by the Parties (“Effective Date”) by and between the City of Santa Clara, California, a chartered California municipal corporation (“City”) and Vantage Data Centers CA31, LLC (a Delaware limited liability company), with its principal place of business located at 2820 Northwestern Parkway Santa Clara, CA 95050 (“Customer”), The City and Customer may be referred to in this Agreement individually as a “Party” or collectively as the “Parties”.

RECITALS
A. The City of Santa Clara owns and operates an electric utility, doing business as Silicon Valley Power (“SVP”), and currently provides electric service pursuant to standard electric rate schedules authorized by the City Council of the City of Santa Clara to Customer at 2590 Walsh Avenue, (parcel number 216-28-112), in the City of Santa Clara, California including all services addresses (“Premises”), which is shown on Exhibit A – Parcel Map attached hereto and incorporated into this Agreement by reference;
B. Customer has requested that the City provide 99 MVA of total capacity (“Total Capacity”) to meet Customer’s anticipated operating needs; C. City has determined that a new single customer electric substation is required to be built to meet Total Capacity. The proposed new substation with a Total Capacity of 99 MVA will be known as the Bowers Avenue Junction (BAJ) and is shown as the area and equipment marked as the Substation Facilities on Exhibit C – Substation Plan attached hereto and incorporated into this Agreement by reference (“Substation Facilities”);
D. City has determined that the Substation Facilities as depicted on Exhibit C require new 60kV transmission line extensions (“Transmission Facilities”) to connect the Substation Facilities to SVP’s electrical system;
E. The Parties acknowledge that significant System Capacity Improvement Facilities as defined in this Agreement will be required to provide the Total Capacity; F. The Parties further acknowledge that improvements required to increase system capacity are not fully within their control and factors outside of the control of either Party may impact the Customer’s Available Capacity Schedule outlined in Exhibit E – Available Capacity Schedule attached hereto and incorporated into this Agreement by reference;
Substation Agreement with Vantage Data Centers CA31, LLC Page 2 of 29 Rev 2/1/2022
G. In addition to significant System Capacity Improvement Facilities, capacity available to the City’s customers is subject to a Transmission Planning Process (TPP) with the California Independent System Operator (CAISO) and this process may affect Available Capacity Schedule;
H. SVP will use commercially reasonable efforts to provide the Customer with capacity according to the Available Capacity Schedule in Exhibit E; I. The Project (defined below) is subject to capacity operation limits set forth in Exhibit G which the Parties mutually agreed to place on the Premises and other properties as memorialized in Exhibit G1.

J. The purpose of this Agreement is to set forth the mutual obligations of the Parties with respect to supplying Customer with initial interim electric power and then with ongoing capacity and transmission infrastructure for the Premises.

Therefore, in consideration of the foregoing, the Parties agree as follows:

AGREEMENT PROVISIONS
I. DEFINITIONS
A. “Capacity” is the maximum or peak amount of electric power (electricity) that may be received by Customer for use at a specific point in time and is determined by Transmission System Operating Limits

1. “Available Capacity” is the Capacity depicted in Exhibit E and is the maximum Capacity available to be used by the Customer during each year of each Load Phase.

2. “Available Capacity Schedule” the phased schedule by which the City anticipates Capacity requested by Customer will be available. The Available Capacity Schedule is outlined in Exhibit E.

3. “Interim Capacity” is the Capacity available from SVP’s 12 kV distribution feeders prior to operation of the Substation Facilities and as further defined in Section II.D.

4. “Cumulative Paid Capacity” is the Capacity for which Customer has paid Load Development Fees. Cumulative Paid Capacity is greater than or equal to Available Capacity as set forth in Exhibit E.

5. “Total Capacity” is the Customer requested maximum MVA capacity and cannot exceed 99 MVA. While the Substation Facilities and Transmission Facilities will be designed to meet Total Capacity, the maximum Capacity available to Customer is Available Capacity for each Load Phase.

B. “Electric Service” is defined in SVP Rules and Regulations No. 1C – Definitions.

C. “Estimated Duration” in Exhibit D – Project Schedule and Costs attached hereto and incorporated into this Agreement by reference is an estimated duration for a set of tasks. This is a best-case scenario and does not include Substation Agreement with Vantage Data Centers CA31, LLC Page 3 of 29 Rev 2/1/2022
potential delays caused by weather or force majeure events.

D. “Load Development Fee” is the Commercial Facilities Dedicated 60kV Fee in the City of Santa Clara Municipal Fee Schedule. This fee represents the share of costs associated with System Capacity Improvement Facilities required for the Project. This fee funds systemwide capital expenditures directly related to the addition of infrastructure associated with new load increases and does not include costs directly attributed to the Project.

Customer will be obligated to pay the fee based on the City’s Municipal Fee Schedule at the time of the invoice. “Load Phase” is depicted in Exhibit D and represents the periods for which a specific Available Capacity is in effect and available for Customer to use.

E. “Peak Demand” is the sum of the highest average kW delivery, at the Premises, of any 15-minute interval.

F. “Rules and Regulations” means any applicable City and SVP laws, rules, regulations, ordinances, resolutions, and regulations as may be amended from time to time.

G. “System Capacity Improvement Facilities” are the system improvements required by City to support the Total Capacity requested by Customer.

System Capacity Improvement Facilities include projects on SVP’s 230kV, 115kV, and 60kV transmission lines, receiving stations, and Pacific Gas & Electric Bulk Electric System Improvements.

H. “Transmission System Operating Limits” mean the maximum allowable Bulk Electric System (BES) operating limits the SVP electric system is capable of operating as determined by the National Electric Reliability Corporation (NERC) Reliability Standards or as otherwise required by Federal Energy Regulatory Commission (FERC);
II. PROJECT OVERVIEW
A. Project Description: The proposed Project (Project), (PLN: 2021-14964) includes the following site improvements on a 6.7-acre property to construct a 479,022 square foot four-story data center consisting of eight data halls, mechanical penthouse, backup generators, power equipment and office space.

B. Electric Facilities:

1. Customer will fund the development and construction of the Substation Facilities and Transmission Facilities (“Substation Development Phase”) to serve the Premises.

2. Customer will construct electrical Substation Facilities with a Total Capacity of 99 megavolt amps (MVA) at 2590 Walsh Ave, on the west side of the Premises near Bowers and Walsh Avenues.

C. Interconnection Facilities:

1. In the course of the development of the Premises, City and Customer will finalize requirements for the interconnection facilities necessary Substation Agreement with Vantage Data Centers CA31, LLC Page 4 of 29 Rev 2/1/2022
for supplying electrical power to the Project (“Connection Phase”).

2. The layout of and requirements for the interconnection facilities shall be complete and agreed upon by the Parties prior to commencement of any construction on the Substation Facilities.

D. Interim Phase: Customer is also requesting electric power capacity of up to 2500 KVA (“Interim Capacity”) from SVP prior to operation of the Substation Facilities (“Interim Phase”).

E. The beginning and the ends of the Interim Phase and the Substation Development Phase may overlap. The respective responsibilities and obligations of the City and Customer for each of these phases are further described in the following sections.

F. Customer has requested a Total Capacity of 99 MVA. SVP will make commercially reasonable efforts to provide Available Capacity for Customer’s use based on Table E1 –Available Capacity Schedule – of Exhibit E.

G. In the event that 99 MVA is not included in Exhibit E, SVP and Customer shall meet at least every two (2) years beginning upon the Effective Date and may mutually agree to amend Table E1 of Exhibit E and, if accepted by City, an Amendment to the Agreement will be executed between the Parties.

III. INTERIM PHASE
A. CUSTOMER OBLIGATIONS

1. In order to enable Customer to begin construction and operate without interruption until the Substation Facilities are fully constructed, energized, and operating, Customer shall construct the infrastructure required by SVP in order to use the Interim Capacity of Electric Service (“Interim Service”).

2. Customer acknowledges that up to 2500 KVA Interim Service requested for the Premises is included in Total Capacity requested by the Customer and the Total Capacity is the total allocation for the Premises.

3. Customer shall pay all costs associated with the construction and removal of the Interim Service and pay any Load Development Fees associated with the Interim Service.

4. Customer shall work with SVP to transfer Customer’s existing load from the Interim Service to the new Substation Facilities within three (3) months after energization of the Substation Facilities.

B. SVP OBLIGATIONS
If Customer meets all requirements of Section A of this Section III, SVP will provide Interim Service from 12 kV distribution feeders at or near the location set forth in Exhibit B – Interim Service Diagram attached hereto and incorporated into the Agreement by reference.

Substation Agreement with Vantage Data Centers CA31, LLC Page 5 of 29 Rev 2/1/2022
IV. SUBSTATION DEVELOPMENT PHASE
The following activities and obligations shall constitute the Substation Development Phase (“Substation Development Phase”):

A. SUBSTATION DEVELOPMENT SCHEDULE:

Customer shall provide a proposed project schedule to SVP that is aligned with the Schedule in Exhibit D for review and approval by SVP. Each Party shall notify the other Party as soon as practicable when the schedule is anticipated to change.

B. SVP OBLIGATIONS

1. SVP will provide up to the Available Capacity indicated in MVA to the Premises as further detailed in Exhibit E, after successful energization of the Substation Facilities, Transmission Facilities and System Capacity Improvement Facilities.
a) Because the System Capacity Improvement Facilities
completion schedules are not fully controlled by SVP, SVP, at its sole discretion, may limit Customer and their tenant’s Available Capacity until the capacity is made fully available to SVP.
b) The approved Available Capacity for each Load Phase is identified in Exhibit E. Exhibit E may only be modified subject to the provisions of Section VI.F. (Capacity Reduction) of the Agreement or through an Amendment to the Agreement
executed between the Parties.
c) The Parties agree that the capacity from Substation Facilities will be provided pursuant to the Rules and Regulations, applicable Silicon Valley Power Rate Schedules, current Load Development Fees, and subject to the completion of any
system upgrades necessary to serve the load at the time the load capacity increase is initiated.

2. SVP will make Electric Service available to the Customer, at the Utility Connection Point, from the Substation Facilities and connected to the Premises through the Transmission Facilities. The Utility Connection Point for a SVP junction facility is the Customer side of the 60kV disconnect switches located within the Substation Facilities as shown in Exhibit C.

3. SVP will use commercially reasonable efforts to test and commission the Substation Facilities within thirty (30) months after the Effective Date of this Agreement.

4. SVP shall use commercially reasonable efforts to design, construct, test and commission the Transmission Facilities within thirty (30) months after the Effective Date of this Agreement.

5. Completion of the Substation Facilities and Transmission Facilities is Substation Agreement with Vantage Data Centers CA31, LLC Page 6 of 29 Rev 2/1/2022
subject to the following additional terms:
a) SVP will own, operate, and maintain all City-owned Substation Facilities and Transmission Facilities, to the Utility Connection Point.
b) SVP will own, operate and maintain all City-owned Substation Facilities and Transmission Facilities, SVP control building and all equipment therein, as shown in Exhibit C.
c) The Parties agree to coordinate the design and construction of the Substation Facilities and Transmission Facilities to assure timely completion in accordance with Exhibit D.
d) SVP will design the City-owned control building within the Substation Facilities.
e) SVP will keep Customer informed on an ongoing basis as to the costs it is incurring associated with the design,
construction, testing, commissioning, and completion of the Substation Facilities and Transmission Facilities, including periodic updates to Exhibit D as needed. Once preliminary engineering review is complete, SVP will provide Customer with a detailed estimate of SVP project cost to fully complete the control building with the Substation Facilities. SVP will provide Customer with reasonable access to SVP’s records that substantiate any costs SVP proposes to bill to Customer related to the Substation Facilities and Transmission Facilities. f) In no way will City be held responsible or subject to any penalty if System Capacity Improvement Facilities are not complete by Customer’s anticipated or proposed energization date.
g) The Substation Facilities shall be Substantially Complete before SVP begins testing and commissioning activities. For purposes of this Agreement, “Substantially Complete” means that Substation Facilities construction is complete as
determined by SVP, in accordance with SVP’s standards and requirements, and no Customer contractors remain working within the perimeter wall of the Substation Facilities. Location of Substation Perimeter Wall (as defined below) is as specified in Exhibit C. SVP is not obligated to compress its testing and commissioning schedule to meet Customer’s anticipated
service date.
h) SVP acknowledges that the required interconnection study has been completed and reflects Available Capacity known at that time. SVP will update the Customer on projects and schedules that may impact the Available Capacity feasibility as that information becomes available.

C. CUSTOMER OBLIGATIONS

1. Customer must pay a Load Development Fee according to the Substation Agreement with Vantage Data Centers CA31, LLC Page 7 of 29 Rev 2/1/2022
current applicable fee set forth in the City of Santa Clara Municipal Fee Schedule and in the timelines in Exhibit D.

2. Customer shall design (with the exception of the City-owned control building), procure, and construct Substation Facilities (including control building), as shown in Exhibit C, to provide 60kV service to the Premises. Customer shall perform design, procurement, and construction pursuant to SVP’s standards and requirements, at Customer’s own financial risk.

3. The Substation Facilities would consist of two 100 MVA transformers.

In the event one transformer fails, then the load, not to exceed 99 MVA, would be transferred to the redundant transformer.

4. Completion of the Substation Facilities and Transmission Facilities is subject to the following additional terms:
a) The Substation Facilities shall be for the exclusive use of the Project to be constructed on the Premises.
b) Substation Facilities 60kV bus will be a breaker and half scheme with the complete 60kV junction being constructed to serve the Premises.
c) Customer shall obtain any necessary land use entitlements, and provide any property rights, including easements, to the City, necessary to construct, complete and maintain the Substation Facilities.
d) Customer shall be responsible for all costs associated with the acquisition of any additional easements necessary for the Transmission Facilities.
e) SVP and Customer shall negotiate and execute one or more easement agreements providing easements on the Premises, as may be required by SVP, to install, operate, and maintain any necessary distribution facilities.
f) Customer shall provide documents required to transfer any Substation Facility-related equipment to City such as, but not limited to bill of sale in a form acceptable to City.
g) Customer shall construct a Substation Perimeter Wall, marked as “Perimeter Wall” on Exhibit C, which shall create a physical boundary around the Substation Facilities for ensuring the Substation Facilities’ security (“Substation Perimeter Wall”).

The Substation Perimeter Wall shall be for SVP’s exclusive use. Only SVP approved signage is permitted on the
Substation Perimeter Wall. The Substation Facilities shall have an all-weather asphalt surface underlain by an aggregate base.
h) The Customer shall procure the Substation Facilities control building to comply with SVP’s standards and requirements.

Any changes or substitutions to SVP’s design package for the Substation Agreement with Vantage Data Centers CA31, LLC Page 8 of 29 Rev 2/1/2022
control building must have SVP approval prior to
implementation. SVP, or SVP’s designated representative, shall oversee factory acceptance testing of the control building and inspect the control building prior to shipment of the building to the Premises. All deficiencies identified by SVP during any factory inspection visits or factory acceptance testing shall be corrected prior to shipment of the control building to the Premises.
i) Customer-owned control, communication, and protection wiring from the Customer’s control building to the marshalling termination cabinet located on Customer side of demarcation fence, and related equipment, will be owned and maintained by Customer. Customer shall clearly label and identify all control and protection wiring as required by SVP to avoid (1) confusion during troubleshooting, maintenance, or repair of City-owned equipment and (2) misoperation of any SVP
equipment.
j) Customer shall pay the City estimated and actual costs pursuant to Payment Milestones set forth in Exhibit D. These costs shall include but not be limited to all travel expenses incurred by SVP to (1) perform factory acceptance testing, (2) oversee testing for any equipment purchased by Customer to be turned over for SVP’s ownership, and (3) perform all punch list items necessary to fully integrate the Substation Facilities into SVP’s network. Payments to City shall be due within thirty (30) days of the date of invoice from City. Invoices from City shall describe the basis of estimated or actual costs to Customer.
k) Standards of Care: Customer shall ensure that its contractors perform the construction of the Substation Facilities and other facilities to be transferred to SVP in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California and that contractors maintain all required all licenses, permits, qualifications, insurance and approvals.

Customer shall further ensure that these contractors maintain expertise in the professional calling necessary to the
construction of the Substation Facilities and other facilities to be transferred to SVP.
l) Warranty: By delivery of the Substation Facilities to be transferred to SVP, Customer expressly warrants that the Substation Facilities to be transferred to SVP shall be fit for the purpose intended, be free from defect, conform to the to the standards and requirements specified by SVP, and comply with all applicable federal, state and local laws. Customer shall cause its contractor to promptly replace or correct any incomplete, inaccurate, or defective materials or services at no Substation Agreement with Vantage Data Centers CA31, LLC Page 9 of 29 Rev 2/1/2022
cost to City when the Substation Facilities fail to conform with the foregoing. If Customer 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.

V. CONNECTION PHASE
The following activities and obligations shall constitute the Connection Phase:

A. SVP OBLIGATIONS

1. Upon completion of the Substation Facilities, Transmission Facilities and System Capacity Improvement Facilities, SVP shall provide the Available Capacity (inclusive of any Interim Service that is transferred to the Substation Facilities) for each Load Phase as detailed in Exhibit E. Such capacity shall include primary and, as necessary, secondary, services to the Premises.

2. All electrical equipment, installed by Customer upon the Premises for the purpose of, but not limited to, delivery and metering of Customer’s Electric Service, shall become the property of SVP. SVP shall own, operate, and maintain the Substation Facilities (including the City-owned control building and all other City-owned equipment) and the Transmission Facilities at SVP’s sole cost and expense, in accordance with good utility practices and Rules and Regulations.

B. CUSTOMER OBLIGATIONS

1. Customer shall work with SVP to transfer Customer’s existing load from any temporary power such as temporary construction power, or other Interim Service to the new Substation Facilities within three (3) months after energization of the Substation Facilities.

VI. LOAD FORECAST AND LOAD DEVELOPMENT FEE PAYMENT SCHEDULE A. During Interim Service and after Substation Facilities are energized, Customer is permitted to use Available Capacity based on Exhibit E as it may be amended pursuant to this Section.

B. City will invoice Load Development Fees based on the following schedule:

1. Following the Effective Date, City will invoice Customer for Load Development Fees based on 20 MVA. This amount will be reduced by the dollar amount of Load Development Fees paid for Interim Service.

2. Each time that Available Capacity exceeds Cumulative Paid Capacity in Exhibit E, City will invoice Load Development Fees in 10 MVA increments based on the fee in the municipal fee schedule at the time of invoice.

C. SVP may request, and the Customer shall provide, a 10-Year load forecast by month within thirty (30) days of SVP’s request in a form required by SVP.

SVP may make such request up to twice per year. This forecast will be used Substation Agreement with Vantage Data Centers CA31, LLC Page 10 of 29 Rev 2/1/2022
to determine applicable capacity available for use and incorporated into SVP’s TPP with CAISO. This 10-Year load forecast (which may also be referred to as load ramp schedule) is for transmission planning purposes only and does not amend Exhibit E. Exhibit E may only be modified by amendment to this Agreement or pursuant to subsection F of this Section VI.

D. SVP will evaluate Customer’s load forecast and determine applicable capacity available for use and incorporated into SVP’s TPP with CAISO.

SVP may adjust load forecast to meet SVP’s system capacity requirements.

E. Customer shall be responsible for operating within the Available Capacity for each Load Phase in Exhibit E. In the event that Available Capacity for a Load Phase is exceeded, the Customer shall pay any penalties, damages, or any other cost associated with Customer’s load exceeding Available Capacity. Such costs include, but are not limited to, (1) costs of the deenergization of SVP electric system for asset inspection; and (2) any penalties assessed to SVP by CAISO relating to resource adequacy forecasted capacity based on the Customer’s excess load above Available Capacity for that Load Phase identified in Exhibit E.

F. Capacity Reduction:

1. SVP will monitor Peak Demand at the end of each Load Phase and annually after the last phase depicted in Exhibit E.

2. After the end of each Load Phase, City, in its sole discretion, may reduce the Available Capacity and Cumulative Paid Capacity based on Peak Demand during the last completed phase (Reduced Available Capacity).

3. During the Load Phases defined in Exhibit E, average Peak Demand is calculated as the highest demand average over three (3) consecutive monthly billing periods (Average Peak Demand) for each year during that Load Phase.

4. In the event that Available Capacity in a Load Phase is 15% or more greater than Average Peak Demand, SVP may take action to reduce Available Capacity and unilaterally amend Exhibit E (“Capacity Reduction”).

5. SVP shall notify the Customer of any Capacity Reduction by means of a Capacity Reduction Notice in substantially the same format as Exhibit F – Sample Capacity Reduction Notice attached hereto and incorporated into this Agreement by reference. Such notice will include an updated Exhibit E and, through that notice, Exhibit E will be effectively amended and incorporated into the Agreement.

6. In the event that SVP issues a Capacity Reduction Notice which includes capacity for which Customer has paid Load Development Fees, SVP will refund the amounts Customer paid for the amount of available capacity that has been reduced unless such capacity is included in a future Load Phase. Customer shall have no right to any Substation Agreement with Vantage Data Centers CA31, LLC Page 11 of 29 Rev 2/1/2022
interest accrued by the entire payment or any amount refunded.

7. If the Cumulative Paid Capacity has been subject to a Capacity Reduction at any time during the term of the Agreement and, if the Customer’s demand is expected to increase above the reduced Available Capacity, then the Customer may request an amendment to the Agreement to amend Exhibit E. Customer shall provide any supporting information requested by SVP and, if acceptable to City, the Parties will execute an Amendment to the Agreement modifying Exhibit E.

8. After Final Load Phase, SVP may continue to evaluate the highest demand average over (3) three consecutive monthly billing periods during a five-year window beginning with end date of the final phase of the currently effective Available Capacity Schedule. SVP may issue Capacity Reduction Notices at any time that the Available Capacity in the Final Load Phase is 15% greater than Average Peak Demand.

G. When evaluating Customer Peak Demand, SVP may evaluate any anomalies such as needle peaks that may artificially increase peak demand and, at SVP’s sole discretion, such anomalies may be excluded from the calculation of Average Peak Demand.

H. Customer shall provide at least 14-day advance notice of any maintenance or commissioning activities.

VII. NON-INTERFERENCE
Neither Party nor any of its agents or contractors shall perform any work relating to the Interim Service, the Substation Facilities, the Transmission Facilities, or the Premises in a manner which unreasonably interferes with the other Party’s work or property. Customer and each of its respective agents and contractors shall use their best efforts to minimize disruption to the City. Without limiting the generality of the foregoing, each party shall consult in good faith with the other regarding the manner in which work will be performed.

VIII. FORCE MAJEURE
A. Notwithstanding anything to the contrary in this Agreement, neither Party shall be considered to be in default in performance of any of its obligations under this Agreement when a failure of performance is due to a Force Majeure event.

B. For the purpose of this Agreement, “Force Majeure” is defined as any cause beyond the reasonable control of the Party affected, and which by exercise of reasonable due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome or obtain or cause to be obtained a commercially reasonable substitute therefore.

C. Force Majeure includes failure or threat of failure of facilities, Acts of God, flood, drought, earthquake, storm, tornado, fire, explosion, lightning, epidemic, public emergency, war, riot, civil disobedience, labor strike, labor dispute, labor or materials shortage (however labor or materials shortage does not Substation Agreement with Vantage Data Centers CA31, LLC Page 12 of 29 Rev 2/1/2022
include the mere inability to obtain that labor or material at a particular price), sabotage, restraint by court order, restraint by public authority, or action or non-action by governmental authority or accident), which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence has been unable to overcome.

D. Notwithstanding Section VIII.C, a Force Majeure does not include (a) any cost and expense increase; (b) any strike or lockout or other labor-related disturbance involving only the employees of Customer or its contractors and which is not part of a nationwide strike, (c) typical weather or climatic conditions, including precipitation (including rain and snow), heat or wind conditions as would be expected for the geographic area of the Premises, (d) unavailability of labor, equipment, material or other resources (e) economic hardship of any Party; (f) machinery or equipment breakdown due to inadequate maintenance, (g) price fluctuations with respect to labor or materials, supplies or components of equipment related to items to be supplied by Contractor under this Agreement; and (h) the application of laws and/or implementation of health and safety guidelines, whether legally mandated or merely recommended, that exist on the Effective Date and relate to the Coronavirus pandemic, including laws or guidelines regarding wearing of protective masks, social distancing, on-site COVID testing or other related medical screening, rental of additional portable restrooms and/or additional trailers to promote social distancing, additional cleaning and disinfection, procurement of hand sanitizer, masks, air filters, thermometers and signage, and management and oversight of the foregoing.

E. The Party claiming that a Force Majeure event has occurred shall notify the other Party in writing within thirty (30) days from the date that such Party knew of the event or circumstance giving rise to the claim. Such notice shall fully describe the claimed Force Majeure event, and outline the affected Party's efforts to prevent, avoid, overcome, delay or mitigate such Force Majeure event and the impacts on its performance hereunder, as well as the anticipated duration of such delay. The affected Party shall keep the other Party informed, in writing, on a regular basis during the pendency of the Force Majeure event to any updated information regarding such anticipated duration.

IX. ASSIGNMENT OF AGREEMENT/SUCCESSORS IN INTEREST
A. Customer and City bind themselves, their successors, and assigns, to all covenants of this Agreement. Except as otherwise set forth in this Agreement, no interest in this Agreement or any of the work provided for under this Agreement shall be assigned or transferred, either voluntarily or by operation of law, by either Party without the prior written approval of the other Party, which approval shall not be unreasonably withheld, conditioned, or delayed; any such assignment shall not relieve the assignor from any of its obligations under this Agreement.

B. Customer 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 Customer is for the acts and omissions of persons directly employed Substation Agreement with Vantage Data Centers CA31, LLC Page 13 of 29 Rev 2/1/2022
by it.

X. NO THIRD PARTY BENEFICIARY
Except permitted assignees subject to Section IX, 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.

XI. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Customer 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 this Agreement – including claims of any kind by Customer’s employees or persons contracting with Contractor to perform any portion of this Agreement– and shall expressly include passive or active negligence by City connected with the Agreement.

However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

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

XII. AMENDMENTS
It is mutually understood and agreed that no alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the Parties and incorporated as an Amendment to this Agreement.

XIII. SEVERABILITY CLAUSE
In case any one or more of the provisions contained herein shall be held invalid, illegal or unenforceable by a court of competent jurisdiction, it shall not affect the validity of the other provisions which shall remain in full force and effect.

XIV. WAIVER
Waiver by either Party of any provision of this Agreement shall not be construed as waiver(s) of any other provision of this Agreement. This specifically includes active or passive waiver of actions after Available Capacity for a specific phase is exceeded.

XV. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to Substation Agreement with Vantage Data Centers CA31, LLC Page 14 of 29 Rev 2/1/2022
City addressed as follows:

Chief Electric Utility Officer
City of Santa Clara
1500 Warburton Avenue
Santa Clara, California 95050
And by e-mail at [email protected], and
[email protected]
And to Customer addressed as follows:

Vantage Data Centers CA31, LLC
2820 Northwestern Parkway
Santa Clara, CA 95051
Attention: General Counsel
Email: [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. Pacific Standard Time on a Friday shall be deemed to have been transmitted on the following business day.

XVI. CAPTIONS
The captions of the various sections, paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation.

XVII. 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.

XVIII. COMPLIANCE WITH LAWS
Customer shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Customer’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, Customer has read and agrees to comply with City’s Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).

XIX. DISPUTE RESOLUTION
A. Unless otherwise mutually agreed to by the Parties, any controversies between the Parties regarding the construction or application of this Substation Agreement with Vantage Data Centers CA31, LLC Page 15 of 29 Rev 2/1/2022
Agreement, and claims arising out of this Agreement or its breach, shall be submitted to mediation within thirty (30) days of the written request of one Party after the service of that request on the other Party.

B. The Parties may agree on one mediator. If they cannot agree on one mediator, the Party demanding mediation shall request the Superior Court of Santa Clara County to appoint a mediator. The mediation meeting shall not exceed one day (eight (8) hours). The Parties may agree to extend the time allowed for mediation under this Agreement
C. The costs of mediation shall be borne by the Parties equally.

D. Mediation under this section is a condition precedent to filing an action in any court. In the event of litigation or mediation that arises out of any dispute related to this Agreement, the Parties shall each pay their respective attorney’s fees, expert witness costs and cost of suit, regardless of the outcome of the litigation.

XX. OTHER AGREEMENTS
This Agreement shall not prevent either Party from entering into similar agreements with other entities or individuals.

XXI. TERMINATION
A. Termination for Cause

1. For purposes of this Agreement, the term “default” shall mean the failure of any Party to perform any material obligation in the time and manner provided by this Agreement.

2. Either Party may terminate this Agreement in the event of a default by the other Party by providing a written Notice of Termination to the defaulting Party. Such Notice of Termination shall become effective no less than thirty (30) calendar days after a Party receives such notice. Such Notice of Termination for cause shall include a statement by the terminating Party setting forth grounds for determination of default under the Agreement.

3. Opportunity to Cure Default: Upon receipt of a Notice of Termination by a Party arising from its default under this Agreement, the defaulting Party shall have thirty (30) days from the receipt of such notice to cure the default by making such payment or performing the required obligation (or additional time, if any that is reasonably necessary to promptly and diligently cure the default). If the default is cured to the reasonable, mutual satisfaction of the Parties, the Agreement shall remain in effect upon written acceptance of the cure by the Party who issued the Notice of Termination for cause.

B. Termination without Cause
At any time, Customer may elect to terminate construction of the Substation Facilities upon delivery of (180) days written notice thereof to the City. If Customer chooses to terminate construction of the Substation Facilities and Transmission Facilities, Customer will reimburse any and all City expenses, Substation Agreement with Vantage Data Centers CA31, LLC Page 16 of 29 Rev 2/1/2022
termination fees, and cancellation fees reasonably incurred by the City related to the Substation Facilities and Transmission Facilities prior to the expiration of such 180-day notice period. Customer shall not be entitled to a refund of any Load Development Fees.

XXII. 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.

XXIII. INTEGRATED DOCUMENT - TOTALITY OF AGREEMENT
This Agreement and its Exhibits embody the entire agreement between the Parties regarding the subject matter of this Agreement. In the event of a conflict between the terms of the Agreement and the Exhibits, the terms of the Agreement shall control. No other understanding, agreements, conversations, or otherwise, with any officer, agent, or employee of the City shall affect or modify any of the terms in or obligations created by this Agreement.

The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.

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

Office of the City Attorney
City of Santa Clara
Office of the City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax (408) 241-6771
“CITY”
VANTAGE DATA CENTERS CA31, LLC
a Delaware limited liability company
Dated:

By (Signature):

Name: Jeffery Tench
Title: President
Principal Place of
Business Address: 2820 Northwestern Parkway
Email Address: [email protected]
Telephone: (303) 562-6744
“CUSTOMER”
Substation Agreement with Vantage Data Centers CA31, LLC Page 17 of 29 Rev 2/1/2022

EXHIBIT A
Parcel Map

0 F COUNTY ASSESSOR S A N TA

CENTRAL

1. 300'
P. M. 256·M·8
:"SMT.
~
Substation Agreement with Vantage Data Centers CA31, LLC Page 18 of 29 Rev 2/1/2022

EXHIBIT B
Interim Service Diagram

YD. 2
~ ------- __ ..,._.,.. 1-<:'. __
---:-..~5~ - 41 -~""!'~.:if?- _,:_-:~~i~--
.. Ji
Substation Agreement with Vantage Data Centers CA31, LLC Page 19 of 29 Rev 2/1/2022

EXHIBIT C
Substation Plan
Demarcation
Fence
Perimeter Wall
.. _, OfUSffkJ
. 'NJ l~Mf'f
.,._,..,
Substation Agreement with Vantage Data Centers CA31, LLC Page 20 of 29 Rev 2/1/2022

EXHIBIT D
Project Schedule and Costs
I. PAYMENT RATES
A. Customer shall pay the Load Development Fee according to the schedule in Table D1 based on the Load Development Fee at the time of payment in the City of Santa Clara Municipal Fee Schedule adopted by the City Council of the City of Santa Clara as amended from time to time.

B. In addition to any costs paid to directly to third parties by Customer for construction and other Customer responsibilities under this Agreement, Customer shall also be responsible for actual costs for Substation Facilities and Transmission Facilities including, but not limited to actual City costs for any associated work, services, or materials.

II. PAYMENT SCHEDULE
A. City will invoice Customer based on the milestone schedule on Table D1.

Payment is due within 30 days of Invoice Date.

B. All Estimated Amounts are based on fees at the time of this Agreement.

Actual Amounts will be based on fees at the time of invoice.

Substation Agreement with Vantage Data Centers CA31, LLC Page 21 of 29 Rev 2/1/2022
Table D1 - Payment Milestone Schedule
Payment
Milestone (PM)
City Invoice Date Estimated
Amount of Invoice
PM 1 City will issue an invoice within 30 Days of the Effective Date of this Agreement.

City will invoice Load Development Fees for the difference between 20 MVA and the # of MVA as already paid for
Interim Service.
$ 8,162,026
PM 2 City will issue an invoice 30 Days before Public Works contract is submitted to Council for approval.
$ 2,708,879
PM 3 After energization of Substation Facilities, City will invoice Customer for the difference between estimated costs billed in PM 1 and PM 2 and actual costs.
$TBD
PM 4 Phase 0: Load Development Fee; City will invoice
Customer according to the provisions of Section VI of the Agreement no sooner than 3 years following energization of Substation Facilities.
$ 6,979,800
PM 5 Phase 1: Load Development Fee; City will invoice
Customer according to the provisions of Section VI of the Agreement no sooner than 4 years following energization of Substation Facilities.
$ 6,979,800
III. PROJECT SCHEDULE & ESTIMATED COSTS
Table D2 sets forth (1) the design and construction activities associated with the Substation Facilities and Transmission Facilities; and (2) associated schedule and payment estimates. Tasks and activities in this schedule may overlap and Estimated Duration is a best-case scenario estimate.

Table D2 - Substation Facilities and Transmission Line Design and Construction Elements
Task / Activity Estimated
Duration
Estimated
Amount to be
paid to SVP
Payment
Milestone
Comments

1. Substation Facilities design

2. Transmission Facilities design
4 months $ 113,181.00 PM 1 Customer also pays
Interim Load Development
Fee

3. Control Building Procurement
Drawings

4. Preparation of Public Works
Construction Specification
Documents
6 months $ 115,260.00 PM 1 Concurrent with
preparation of Substation
Facilities and
Transmission Facilities
drawings

5. Substation Facilities Construction
Support
8 months $ 41,500.00 PM 2 Construction costs paid
directly by Customer

6. Substation Facilities Commissioning
and Testing
4 months $ 524,379.00 PM 2 Begins after Substation
Facilities construction is
complete.

Substation Agreement with Vantage Data Centers CA31, LLC Page 22 of 29 Rev 2/1/2022
Task / Activity Estimated
Duration
Estimated
Amount to be
paid to SVP
Payment
Milestone
Comments
Transmission Facilities Interconnection Process (Estimated Duration 26 months) includes tasks associated with #7 - #14 below. This process will occur concurrent with Substation Facilities design, construction, commissioning, and testing

7. Transmission Facilities Line
Consultant
3 months $ 88,785.00 PM 1

8. Transmission Line Interconnection
Design (Concurrent with #9)
6 months $ 75,000.00 PM 1

9. Steel Transmission Facilities Pole
and Materials Procurement
(Concurrent with #8)
12 months $ 790,000.00 PM 1

10. Public Works Construction Bid
process for Transmission Facilities
line construction
8 months $ 5,000.00 PM 2

11. Transmission Facilities line
construction associated with
connecting the Substation Facilities
to the SVP 60kV loop

12. Work necessary at adjacent stations
for relay panel replacement or
upgrades necessary for the new
interconnection
3 months $1,088,000.00 PM 2 This Task / Activity does
not include any work
associated with capacity
increases on the loop.

13. Transmission Facilities Line
interconnection (City Labor)
6 months $ 210,000.00 PM 2

14. Miscellaneous costs may include, but
are not limited to
• Encroachment permits from City of
Santa Clara, Santa Clara County, and
Santa Clara Valley Water District;
• Utility relocation work;
• Soil remediation or disposal of
hazardous materials not previously
identified;
• Stormwater Pollution Prevention Plan
(SWPPP) permit fees,
• in lieu transfer to City of Santa Clara
General Fund
$ 840,000.00 PM 2
City will invoice Customer (and
Customer shall pay) the difference
between estimated and actual costs
TBD PM 3

TOTAL ESTIMATED DURATION AND
COSTS
30 MONTHS
$ 3,891,105 Estimated duration
includes net duration
with schedule overlaps
included. Schedule
assumes best case
scenario (Transmission
Facilities
Interconnection
Process) and no delays
due to Force Majeure
Substation Agreement with Vantage Data Centers CA31, LLC Page 23 of 29 Rev 2/1/2022
IV. LOAD DEVELOPMENT FEE (LDF) PAYMENT SCHEDULE
Total Capacity Anticipated (99 MVA)
All Estimated Amounts are based on fees at the time of this Agreement.

Actual Amounts will be based on fees at the time of invoice.

Load Phase Timeline Estimated
amount to be
paid to SVP
Payment
Milestone
Comments
Interim Service – 2.5 MVA
+ 17.5 MVA (1st LDF
payment)
Within 30 days of the
Effective Date of this
Agreement
$ 6,979,800 PM 1 LDF $348.99
Phase 0 – 20 MVA No sooner than 3 years
after energization of
Substation Facilities
$ 6,979,800 PM 4
Phase 1 – 20 MVA* No sooner than 4 years
after energization of
Substation Facilities
$ 6,979,800 PM 5

ESTIMATED TOTAL

LOAD DEVELOPMENT
FEES
$ 20,939,400
* To go above 52.2 MVA at this location, additional loop configuration or an additional loop may be required and may delay ramp increase.

V. ESTIMATED TOTAL PROJECT COSTS TO BE PAID TO SVP
All costs are estimates based on current rates and fees at the time of execution of this Agreement. Actual costs will be based on rates at the time of activity and fees at the time of payment.

A. Substation/Transmission Line Design and Construction Costs: $ 3,891,105 B. Load Development Fees: $ 20,939,400
C. Grand Total: $ 24,330,505
Substation Agreement with Vantage Data Centers CA31, LLC Page 24 of 29 Rev 2/1/2022

EXHIBIT E

AVAILABLE CAPACITY SCHEDULE
I. SVP will make commercially reasonable efforts to provide Available Capacity for Customer’s use based on the timeline shown in Table E1 (“Available Capacity Schedule”).

II. The start date of the Available Capacity Schedule is the July 1st following the energization of the Substation Facilities (“Capacity Start Date”). Where load development fees are due pursuant to Table E1, City will invoice customer for Load Development Fee Payment after July 1 of the applicable year.

III. The Phase Start Date for each phase assumes Customer has paid all amounts due including, but not limited to, Load Development Fees and charges included in Exhibit D before the start of that Phase.

IV. Table E1 – Available Capacity Schedule is subject to the provisions of Section VI.F. (Capacity Reduction) of the Agreement.

Substation Agreement with Vantage Data Centers CA31, LLC Page 25 of 29 Rev 2/1/2022

Table E1 –Available Capacity Schedule
Load
Phase
Phase Start
Date
Phase End
Date Year
Available
Capacity
(MVA)
Capacity for
Load
Development
Fee Payment
(MVA)
Cumulative
Paid
Capacity
(Max 99
MVA)
Interim
Service
Interim Service
Facilities
complete
3 months
after
substation
facilities
energized
2022
to
2023

2.5 MVA 20 MVA 20 MVA

0 Substation
Facilities
Energized
3 years after
energization
of Substation
Facilities
Date
2024 3.0 MVA 0 MVA 20 MVA
2025 18 MVA 0 MVA 20 MVA
2026 32 MVA 20 MVA 40 MVA
1 Date Substation
Facilities
Energized +3
years
3 years after
Phase 1 Start
Date
2027 52.2 MVA* 20 MVA 60 MVA
2028 52.2 MVA* 0 MVA 60 MVA
2029 52.2 MVA* 0 MVA 60 MVA
2 Date Substation
Facilities
Energized +6
years
3 years after
Phase 2 Start
Date
2030 52.2 MVA* 0 MVA 60 MVA
2031 52.2 MVA* 0 MVA 60 MVA
2032 52.2 MVA* 0 MVA 60 MVA
3 Date Substation
Facilities
Energized +8
years
2 years after
Phase 3 Start
Date
2033 52.2 MVA* 0 MVA 60 MVA
2034 52.2 MVA* 0 MVA 60 MVA
* To go above 52.2 MVA at this location, additional loop configuration or an additional loop may be required and may delay ramp increase.

Substation Agreement with Vantage Data Centers CA31, LLC Page 26 of 29 Rev 2/1/2022

EXHIBIT F
Sample Capacity Reduction Notice
This Capacity Reduction Notice is made pursuant to the [INSERT SUBSTATION NAME] Substation Agreement (the “Agreement”), between the City of Santa Clara, California, a chartered California municipal corporation (“City”) and [INSERT NAME OF ENTITY], [INSERT TYPE OF ENTITY] (“Customer”) dated _____________, 20___.

This Capacity Reduction Notice is governed by the provisions of the Agreement, and this Capacity Reduction Notice is incorporated into that Agreement.

Customer is hereby notified that the Available Capacity Schedule (Exhibit E – Available Capacity Schedule) of the Agreement has been modified according to the below calculations:

Capacity Reduction Calculation pursuant to Phase # ______: [INSERT SUBJECT PHASE]
Available Capacity for year: _______ has been modified based on the following calculation:

1. Peak Demand for [INSERT FIRST CONSECUTIVE MONTH], 20___ during evaluation period [INSERT PHASE OR YEAR STATED IN STEP
1]:__________MVA

2. Peak Demand for [INSERT SECOND CONSECUTIVE MONTH], 20___ during evaluation period [INSERT PHASE OR YEAR STATED IN STEP
1]:__________:__________MVA

3. Peak Demand for [INSERT THIRD CONSECUTIVE MONTH], 20___ during evaluation period [INSERT PHASE OR YEAR STATED IN STEP
1]:__________:__________MVA

4. Average Peak Demand of three consecutive monthly billing periods:_[INSERT AVERAGE OF STEPS 1, 2, AND 3]_MVA

5. If Available Capacity is 15% or greater than Average Peak Demand :_[INSERT MVA FROM STEP 5 MULTIPLIED BY 1.15]_MVA
Based on the above reduction calculation, Table E1- Available Capacity Schedule in Exhibit E of the Agreement has been modified. This Capacity Reduction Notice is effective 30 days from the date signed by the SVP official below.

The new Available Capacity for each Load Phase of Agreement is as shown on Exhibit E – AVAILABLE CAPACITY SCHEDULE – AMENDED [ENTER DATE OF NOTICE + 30 Days] attached and incorporated into the Agreement by reference. Such Exhibit E shall supersede any previous Exhibit E whether those Exhibits were modified by amendment to the Agreement or by Capacity Reduction Notice.

By:

Name: __________________________
Title: Chief Electric Utility Officer
Signature: _____________________________
Date: ________________________
-
-
I
I
I
-
Substation Agreement with Vantage Data Centers CA31, LLC Page 27 of 29 Rev 2/1/2022

EXHIBIT G
Vantage Portfolio Operating Limit
Table G-1 –Available Capacity Schedule for Vantage Properties Vantage Portfolio Capacity Operation Limits for the following Vantage Properties per the Letter from Manuel Pineda to Sam Huckaby, dated 9/24/2020 and attached as Exhibit G-2:
• 2820 Northwestern
• 2897 Northwestern
• 737 Mathew
• 2590 Walsh
Year 2897
Northwestern
(MVA)
2820
Northweste
rn
(MVA)
737
Mathew
(MVA)
2590
Walsh
(MVA)
Total Portfolio (MVA)
2022 7.0 54.0 34.0 2.5 97.5
2023 7.0 57.0 47.0 2.5 113.5
2024 7.0 57.0 64.0 3.0 131.0
2025 7.0 57.0 71.0 18.0 153.0
2026 7.0 57.0 71.0 32.0 167.0
2027 9.0 60.0 71.0 52.0 192.0
2028 9.0 60.0 71.3 52.2 192.5*
2029 9.0 60.0 71.3 52.2 192.5*
2030 9.0 60.0 71.3 52.2 192.5*
2031 9.0 60.0 71.3 52.2 192.5*
2032 9.0 60.0 71.3 52.2 192.5*
2033 9.0 60.0 71.3 52.2 192.5*
* Limited to 192.5 MVA until such time as SVP, in its sole discretion, determines that SVP can accommodate additional MVA; provided, however, that such determination shall not occur earlier than (1) the completion of SVP transmission and CAISO controlled transmission grid projects and (2) the increase of system capacity.

Substation Agreement with Vantage Data Centers CA31, LLC Page 28 of 29 Rev 2/1/2022
Exhibit G2
Letter from Manuel Pineda to Sam Huckaby, dated 9/24/2020

SILICON
VALLEY POWER. CITY OF SANTA CLARA
September 24, 2020
Vantage Data Centers
Sam Huckaby, Vice President – Construction
2820 Northwestern Parkway
Santa Clara, CA 95051
Subject: New Data Center at 2590 Walsh
Dear Mr. Huckaby,
The City of Santa Clara's Electric Department, Silicon Valley Power, is the electric utility for the City of Santa Clara. Electric service to the subject project will be provided in accordance with the Rules and Regulations for the utility as approved by the Santa Clara City Council. Silicon Valley Power has reviewed the power needs and commitments at all Vantage sites within the City per the property list below:
• 2820 Northwestern
• 2897 Northwestern
• 737 Mathew
• 2590 Walsh (new proposed project not yet approved – request for 90 MVA) Based on Vantage’s existing and future power needs, Silicon Valley Power should be able to provide the following total power combined for all the sites:
• Up to 126.5 MVA from the current date to the end of Second Quarter of 2022 • Up to 192.5 MVA at Third Quarter of 2022 upon completion of the South Loop Project. o If there are delays on the South Loop Project, it will affect the timeline to increase from 126.5 to 192.5.
o 737 Mathew is limited to 33 MW until the South Loop Project is completed. • Silicon Valley Power is starting the process for additional transmission capacity to the City. The conceptual timeline for completion is Fourth Quarter of 2025. Upon completion of additional transmission, Vantage can increase from 192.5 MVA to 273 MVA.
• If Vantage has a need to exceed 192.5 MVA prior to these timeframes, the City would be interested in partnering on a battery storage project or other generation facility to serve those needs.

Substation Agreement with Vantage Data Centers CA31, LLC Page 29 of 29 Rev 2/1/2022
The specific details of this service and SVP system modifications required to provide this capacity for 2590 Walsh will be worked out in a Substation Service Agreement at a future date.

The City is also in the process of reviewing and updating its load development fee, which will be applicable for any new project (or above 192.5 MVA). It is also important to note that all appropriate fees will need to be paid, and this letter does not supersede any requirements or agreements for the already approved sites at 2820 Northwestern, 2897 Northwestern, and 737 Mathew.

Questions can be directed to Wendy Stone at (408) 615-5648.

Thank you,
Manuel Pineda
Chief Electric Utility Officer
City of Santa Clara – Silicon Valley Power
cc: Michael Stoner
881 Martin Avenue • Santa Clara, CA 95050 • 408-615-6600 • Fax 408-249-0217 www.siliconvalleypower.com
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-980 Agenda Date: 9/27/2022

REPORT TO COUNCIL

SUBJECT
Action on Agreements with Woodard and Curran for the Sanitary Sewer Master Plan Update and Sanitary Sewer Hydraulic Model Maintenance and Support and Approve Related Budget Amendment

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
A current and updated Sanitary Sewer Master Plan (SSMP) allows the City to make improvements to the sanitary sewer collection system to accommodate current and future development and ensures that the City continues to provide a high level of reliable service to its customers. The most recent comprehensive update to the SSMP was completed in 2016. Since that time, the City has experienced continued significant growth and redevelopment necessitating an evaluation of the capacity of the system to handle future wastewater flows. In addition, the SSMP update will fulfill the requirement for a capacity evaluation and capacity assurance plan as required for all sewer collection system agencies by the Regional Water Quality Control Board.

The updated SSMP results in an updated and current sanitary sewer hydraulic model. Once the SSMP update is completed, it is necessary to continue to keep the hydraulic model current with the latest changes in land use resulting from development, to ensure software updates are completed in a timely manner, and to analyze new proposed projects and developments for impacts to the sanitary sewer collection system.

DISCUSSION
A formal selection process was utilized to solicit proposals from consultants to provide the required professional services for the SSMP update and for ongoing sanitary sewer hydraulic model maintenance and support. In July 2022, staff issued a competitive Request for Proposals (RFP) on the City’s e-procurement system. Staff received proposals from two firms: GHD Inc. and Woodard & Curran.

A proposal review panel consisting of staff from the Department of Public Works and the Water & Sewer Utilities Department evaluated each proposal against the criteria set forth in the RFP, including responsiveness to the RFP, qualifications and experience of the firm, qualifications and experience of key staff, project approach, and proposed schedule for the work. Based on the panel’s evaluation, Woodard and Curran is recommended for award of contract for the SSMP Update and the ongoing sanitary sewer model maintenance and support. Woodard and Curran submitted the best proposal, demonstrated a strong understanding of the scope of services, and provided an excellent approach to delivering the scope of services and resolving the issues presented in the RFP. Woodard and Curran has extensive sanitary sewer master plan experience within the Bay Area.

City of Santa Clara Page 1 of 3 Printed on 9/22/2022
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22-980 Agenda Date: 9/27/2022
The proposed agreements (Attachments 1 and 2) include refined scopes of work based upon negotiations. The scope of work for the SSMP Update includes data collection, flow monitoring, updating the City’s existing hydraulic model for the sanitary sewer network, analyzing the sewer network to determine deficiencies, developing projects to address deficiencies, and conducting a funding analysis to determine appropriate fees to support the cost of the projects. The Sanitary Sewer Hydraulic Model Maintenance and Support Agreement provides for the necessary ongoing hydraulic model support including development reviews, as-needed model analysis and reviews, and model maintenance and updates. Staff recommends entering into one agreement for the SSMP Update and another for the ongoing maintenance and support due to the different timeframes and scope of work between the two activities. The SSMP Update work is anticipated to complete by summer 2024 whereas the ongoing support of the model will extend into 2026 and beyond.

Both agreements include sections covering prevailing wage requirements.

ENVIRONMENTAL REVIEW
Council action on this item does not constitute a “project” within the meaning of the California Environmental Quality Act ("CEQA") because it is an administrative activity that will not result in direct or indirect physical changes in the environment as set forth in section 15378(b)(5) of the CEQA Guidelines.

FISCAL IMPACT
The proposed SSMP Update Agreement is for a total not-to-exceed amount of $980,038. This amount includes $891,038 for basic services and $89,000 for additional services. Partial funding for the agreement is available in the Sanitary Sewer Master Plan Update project in the Sewer Utility Capital Fund. Additional funding of $480,038 from unallocated Sanitary Sewer Conveyance Fees is being requested to fully fund the agreement.

The proposed Sanitary Sewer Hydraulic Model Maintenance and Support Agreement is for a total not -to-exceed amount of $1,000,000. Sufficient funding is available in the Sanitary Sewer Hydraulic Modeling As-Needed Support project in the Sewer Utility Capital Fund.

Budget Amendment
FY 2022/23
Current Increase/
(Decrease)
Revised
Sewer Utility Capital Fund
Expenditure
Sanitary Sewer Master Plan Update $500,000 $480,038 $980,038 Fund Balance
Unallocated Sanitary Sewer
Conveyance Fees
$20,251,642 ($480,038) $19,771,604

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 City of Santa Clara Page 2 of 3 Printed on 9/22/2022
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22-980 Agenda Date: 9/27/2022
outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Approve and authorize the City Manager to execute an agreement with Woodard and Curran for the Sanitary Sewer Master Plan Update in the amount not-to-exceed $980,038;

2. Authorize the City Manager to make minor modifications to the Sanitary Sewer Master Plan Update Agreement if needed and to extend the term;

3. Approve and authorize the City Manager to execute an agreement with Woodard and Curran for the Sanitary Sewer Hydraulic Model Maintenance and Support Agreement in the amount not-toexceed $1,000,000;

4. Authorize the City Manager to exercise up to two one-year extensions to the agreement and make minor modifications to the Sanitary Sewer Hydraulic Model Maintenance and Support Agreement if needed and to extend the term; and

5. Approve the following FY 2022/23 budget amendment in the Sewer Utility Capital Fund to increase the Sanitary Sewer Master Plan Update Project appropriation by $480,038 and decrease the Unallocated Sanitary Sewer Conveyance Fees fund balance by $480,038 (five affirmative Council votes required for the use of unused balances).

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

ATTACHMENTS

1. Agreement for Sanitary Sewer Master Plan Update

2. Agreement for Sanitary Sewer Hydraulic Model Maintenance and Support City of Santa Clara Page 3 of 3 Printed on 9/22/2022
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Design Professional Agreement with Woodard and Curran Page 1 Rev. 09-28-18
EBIX Insurance No. *S200005013

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

WOODARD AND CURRAN
FOR

SANITARY SEWER MASTER PLAN UPDATE

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

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
Design Professional Agreement with Woodard and Curran Page 2 Rev. 09-28-18
Exhibit D – Labor Compliance Addendum (if applicable)
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

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

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

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

4. WARRANTY
Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended 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 Design Professional Agreement with Woodard and Curran Page 3 Rev. 09-28-18
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 nine hundred eighty thousand thirty-eight dollars ($980,038), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

Design Professional Agreement with Woodard and Curran Page 4 Rev. 09-28-18

13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the Design Professional Agreement with Woodard and Curran Page 5 Rev. 09-28-18
cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

14. HOLD HARMLESS/INDEMNIFICATION
To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, to the extent arising out of, pertaining to, or related to the negligence, recklessness, or willful misconduct of the Contractor, its employees, subcontractors, or agents in the performance, or non-performance, of Services under this Agreement.

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

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

City of Santa Clara
Attention: Public Works Department—Engineering / Design Division 1500 Warburton Avenue
Santa Clara, CA 95050
or by facsimile at (408) 985-7936
Design Professional Agreement with Woodard and Curran Page 6 Rev. 09-28-18
And to Contractor addressed as follows:

Gisa Ju, Principal-in-Charge, Vice President
Woodard & Curran
51 E. Campbell Avenue, Suite 128
Campbell, CA 95008
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

19. CONFLICTS OF INTEREST
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.

Design Professional Agreement with Woodard and Curran Page 7 Rev. 09-28-18

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

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

CONTINUED ON PAGE 8

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

Approved as to Form:

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Dated: --------------
Office of the City Attorney
City of Santa Clara
Dated:
"CITY"
Rajeev Batra
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

WOODARD AND CURRAN
a Maine corporation
---11-,~--1-+------------
By (Signature): _ ....,,L~ ~:i.._.flL.~----------
Name: ----- ~------------ Tit I e: Principal-in-Charge, Vice President Principal Place of 51 E. Campbell Avenue, Suite 128, Campbell, Business Address: CA 95008 ------------------ Em a i I Address: [email protected] Telephone: (408) 831-4800
Fax: N/A ------------------ "CONTRACTOR"
Design Professional Agreement with Woodard and Curran
Rev. 09-28-18

Page 8 ends

City Council and Authorities ConcurrentSeptember 27, 2022

City Council and Authorities Concurrent
September 27, 2022