Agenda packet — City Council and Authorities Concurrent, October 18, 2022 (part 1 of 5)

City of Santa Clara
Joint Meeting Agenda
Council and Authorities Concurrent and
Santa Clara Stadium Authority
Hybrid Meeting
City Hall Council Chambers/Virtual
1500 Warburton Avenue
Santa Clara, CA 95050
5:00 PMTuesday, October 18, 2022
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. 22-9145 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
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 October 18, 2022

1.A 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)
22-1274

1.B Conference with Real Property Negotiators (CC)
Pursuant to Gov. Code § 54956.8
Property:
1601 Civic Center Drive, Santa Clara, CA 95050;
APN: 224-49-006
City/Authority Negotiator: Rajeev Batra, City Manager (or designee)
Negotiating Parties: Charities Housing, Kathy Robinson
Under Negotiation: Purchase/Sale/Exchange/Lease of Real Property (provisions, price and terms)
22-1281
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
Call to Order
Call to Order in the Council Chambers (Open to the Public) Pledge of Allegiance and Statement of Values

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Meeting Agenda October 18, 2022

REPORTS OF ACTION TAKEN IN CLOSED SESSION MATTERS

CONTINUANCES/EXCEPTIONS/RECONSIDERATIONS

SPECIAL ORDER OF BUSINESS

2.A Proclaim October 2022 as Hindu American Awareness and Appreciation Month
22-832

2.B Proclamation of October 2022 as Community Planning Month22-1116

2.C Recognize the 75th Anniversary of the Silicon Valley Central Chamber of Commerce
22-1221

2.D Verbal Report from the Chief Emergency Services Officer regarding COVID-19 Pandemic
22-1243

2.E Verbal Report Update from City Manager Regarding the Local Drought Emergency
22-1242

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.]

3.A Action on the Meeting Minutes of Special City Council Meeting of
September 6, 2022, Joint Council & Authorities Concurrent and Stadium Authority of September 7, 2022, and Special City Council September 20, 2022
22-337
Approve the Meeting Minutes of:

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3.B Board, Commissions and Committee Minutes22-29
Note and file the Minutes of:

3.C Overview of the City Auditor’s Office Semi-Annual Status Report as of September 30, 2022
22-375
Note and file the City Auditor’s Office Semi-Annual
Status Report as of September 30, 2022 as
recommended by the Council Audit Committee.

Recommendation:

3.D Action on a Task Order for Professional and Technical Services fo
r PeopleSoft Enhancements and Configurations with
CherryRoad Technologies
22-965
Authorize the City Manager to negotiate and execute
Task Order No. 22.1 with CherryRoad Technologies
for professional and technical services for PeopleSoft
Human Capital Management Enhancements and
Configurations in the amount of $407,000.

Recommendation:

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3.E Action on an Agreement for Services with Guidehouse, Inc. (Guidehouse)
to Provide Consulting Services for North
American Electric Reliability Corporation (NERC) and Western Electricity Coordinating Council (WECC) Regulatory
Compliance
22-165

1. Approve an Agreement for Services with
Guidehouse, Inc. to provide consulting services for
North American Electric Reliability Corporation
(NERC) and Western Electricity Coordinating
Council (WECC) Regulatory Compliance for an
initial five-year term and up to five additional term
years with a maximum compensation not to exceed
$700,000 for the initial term and $900,000 for the
optional term years for a total maximum
compensation of $1.6 million and 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, including
exercising options to extend the term of the
Agreement; and

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

Recommendation:

3.F Action on an Agreement with Silicon Valley/Santa Clara DMO, Inc. d/b/a Discover Santa Clara® for the Administration of the Santa Clara Tourism Improvement District
22-1063

1. Approve and authorize the City Manager to execute
an Agreement with Silicon Valley/Santa Clara DMO,
Inc. d/b/a Discover Santa Clara® for the
Administration of the Santa Clara Tourism
Improvement District.

2. Authorize the City Manager to exercise the option to extend the Agreement for up to two five-year options
to renew; and

3. Authorize the City Manager to make minor and
administrative modifications to the Agreement if
necessary.

Recommendation:

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Meeting Agenda October 18, 2022

3.G Action on the Amendment No. 1 to the Agreement with MIG, Inc. for Consultant Services to Update the City’s Adopted Housing Element and Related Budget Amendment
22-1248

1. Accept and approve the $102,684 in grant funding
from the State of California Department of Housing
and Community Development;

2. Authorize the City Manager to execute Amendment
No. 1 to the Agreement with MIG, Inc. to provide
Housing Element update Consultant Services for a
term ending on December 31, 2023, for a
maximum compensation not to exceed $233,568;

3. Authorize the City Manager to execute an
amendment to increase maximum compensation in
the event that additional services are required,
subject to the annual appropriation of funds; and

4. Approve the related FY 2022/23 budget
amendment in the Engineering Operating Grant
Trust Fund to recognize grant revenue in the
amount of $102,684 and establish an appropriation
in the amount of $102,684 for preparation of the
City’s Housing Element Update (five affirmative
Council votes required to appropriate
additional revenue).

Recommendation:

3.H Action on Amendment No. 2 to the Agreement with Townsend Public Affairs, Inc. for Legislative Advocacy Services
22-1078
Authorize the City Manager to execute Amendment
No. 2 to the Agreement with Townsend Public Affairs,
Inc. to extend the term of the agreement through
January 29, 2024 and increase the total not to exceed
amount from $252,000 to $342,000.

Recommendation:

3.I Informational Report on 2022 Q3 Legislative Updates22-940 Note and file the informational report on 2022 Q3
legislative updates.

Recommendation:

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Meeting Agenda October 18, 2022

3.J Action on Amendment No. 3 with Wallace Roberts and Todd, LLC (WRT) for the City Hall Relocation Study and Related Budget Amendment
22-1204

1. Authorize the City Manager to execute Amendment
No. 3 to the Agreement with Wallace Roberts and
Todd, LLC (WRT) for the City Hall Relocation Study
at a total cost not to exceed $1,331,706.

2. Approve the following FY 2022/23 budget
amendments:
a. In the General Government Capital Fund,
recognize a transfer of $28,360 from the Electric
Utility Capital Fund and increase the Precise Plan
for Downtown project by $28,360 (five affirmative
Council votes); and
b. In the Electric Utility Capital Fund, establish a
transfer to the General Government Capital Fund
in the amount of $28,360 and reduce the Electric
Yard Buildings and Grounds project by $28,360
(five affirmative Council votes required).

Recommendation:

3.K Adopt the Resolution Amending the City of Santa Clara Conflict of
Interest Codes for Designated Positions as Required by the Political Reform Act Conflict of Interest Code Biennial Update 22-1102
Adopt the Resolution amending the City of Santa
Clara Conflict of Interest Code required by the
Political Reform Act and Regulations of the Fair
Political Practices Commission
Recommendation:

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3.L Action to Authorize the City Manager to Negotiate, Execute, and Administer
an Infrastructure Fee Credit and Fee Reimbursement
Agreement with 2302 Calle Del Mundo, LLC and USA BH 26 for the Tasman East Specific Plan Area and Related Budget
Amendment
22-1121

1. Authorize the City Manager to negotiate, execute,
and administer a three-party Infrastructure Fee
Credit and Fee Reimbursement Agreement with
2302 Calle Del Mundo, LLC and USA BH 26 to
allow for a reimbursement of $1,771,716 to 2302
Calle Del Mundo, LLC and $1,423,145 to USA BH
26;

2. Authorize the City Manager to execute any and all
documents necessary for or associated with the
Infrastructure Fee Credit and Fee Reimbursement
Agreement, including payments to 2302 Calle Del
Mundo, LLC and USA BH 26; and

3. Approve the FY 2022/23 budget amendment in the
Tasman East Infrastructure Improvement Fund to
recognize impact fee revenue in the amount of
$2,413,605, increase the Tasman East Developer
Reimbursement project in the amount of $345,177,
and increase the unrestricted ending fund balance
in the amount of $2,068,428 (five affirmative
Council votes required to appropriate
additional revenue).

Recommendation:

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3.M Action on Adoption of a Resolution Establishing the Necessary Findings
of Fact for Modifications to the California Building
Standards; Action on Introduction of an Ordinance Amending Title 15 (“Buildings and Construction”) of “The Code of the City of Santa Clara, California” for the Adoption of the 2022 California Building Standards Code; and Setting November 1, 2022 for a Public Hearing on Adoption of such Ordinance 22-1013

1. Introduce an Ordinance amending Chapter 15.05
("Administrative Code"), Chapter 15.15 (“Building
Code”), Chapter 15.17 (“Residential Code”), Chapter

15.18 ("Property Maintenance Code"), Chapter 15.20
(“Electrical Code”), Chapter 15.30 (“Mechanical
Code”), Chapter 15.35 (“Plumbing Code”), Chapter

15.36 (“Energy Code”), Chapter 15.37 (“Historical
Building Code”), Chapter 15.38 (“Green Building
Code”), and Chapter 15.75 ("Existing Building Code")
of Title 15 (“Buildings and Construction”) of “The Code of the City of Santa Clara, California” for the adoption of the 2022 California Building Standards Code;

2. Adopt a Resolution Making Findings of Fact
Necessary for the Specified
Modifications to the 2022 California Building Code
and 2022 California Residential Code Reflected in
the Proposed Ordinance; and

3. Set a public hearing on November 1st, 2022
pursuant to California Government Code Section
50022.3 for adoption of the Ordinance.

Recommendation:

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Meeting Agenda October 18, 2022

3.N Action to Adopt a Resolution Establishing the Necessary Findings
of Fact for Amendments to the California Building
Standards; Action to Waive First Reading and Approve
Introduction of an Ordinance Adopting the 2022 California Fire Code, as Amended, as the 2022 Santa Clara Municipal Fire and Environmental Code (SCCC Chapter 15.60); and Setting
November 1, 2022 for a Public Hearing on Adoption of Said Ordinance
22-1020

1. Waive first reading and approve introduction of an
ordinance amending Chapter 15.60 of the Santa
Clara City Code (“Santa Clara Municipal Fire and
Environmental Code”) to adopt the 2022 California
Fire Code, as amended;

2. Adopt a Resolution establishing the findings of fact necessary for the specified amendments to the 2022
California Fire Code reflected in the proposed
Ordinance, as a subset of the California Building
Standards; and

3. Set a public hearing on November 1, 2022, for final
adoption of the ordinance amending Chapter 15.60 of
the Santa Clara City Code (“Santa Clara Municipal
Fire and Environmental Code”) to adopt the 2022
California Fire Code, as amended.

Recommendation:

3.O Action on the Introduction of a Draft Ordinance (All-Electric Building Electrification Reach Codes Including EV Charging) 22-1106
Staff recommend that City Council:

1. Introduce an Ordinance updating the 2022
Reach Code of Santa Clara to the 2022
California Code Cycle and

2. Set a public hearing on November 1st, 2022,
pursuant to Government Code Section
50022.3, for adoption of the Ordinance.

Recommendation:

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3.P Action on Adoption of a Resolution of Intention to Approve an Amendment
to the Contract Between the Board of
Administration of the California Public Employees’ Retirement System and the City Council of the City of Santa Clara to Eliminate a Clause Relating to Temporary Employees; and to Waive First Reading and Approve the Introduction of an
Ordinance Amending the Contract Between the Board of
Administration of the California Public Employees’ Retirement System and the City Council of the City of Santa Clara to Eliminate a Clause Relating to Temporary Employees
22-1230

1. Adopt Resolution of Intention to Approve an
Amendment to the Contract Between the Board of
Administration of the California Public Employees’
Retirement System and the City Council of the City of
Santa Clara to Eliminate a Clause Relating to
Temporary Employees;

2. Waive First Reading and Approve the Introduction
of an Ordinance Amending the Contract Between the
Board of Administration of the California Public
Employees’ Retirement System and the City Council
of the City of Santa Clara to Eliminate a Clause
Relating to Temporary Employees; and

3. Authorize City Manager to Execute Amendment to
the Contract Between the Board of Administration of
the California Public Employees’ Retirement System
and the City Council of the City of Santa Clara.

Recommendation:

3.Q Action to Waive Second Reading and Adopt Ordinance No. 2051 Approving
the Schematic Design for the Central Park
Entrance, Accessibility, and Parking Improvements Project, in Accordance with City Charter Section 714.1
22-1279
Waive Second Reading and Adopt Ordinance No.
2051 Approving the Schematic Design for the Central
Park Entrance, Accessibility, and Parking
Improvements Project, in Accordance with City
Charter Section 714.1
Recommendation:

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3.R Action to Waive Second Reading and Adopt Ordinance No. 2052 Amending
Chapter 12.35 (“Trees and Shrubs”) of Title 12
(“Streets, Sidewalks and Public Places”) of “The Code of the City of Santa Clara, California” to Modify the Process for Violation Appeals
22-1293
Waive Second Reading and Adopt Ordinance No.
2052 Amending Chapter 12.35 (“Trees and Shrubs”)
of Title 12 (“Streets, Sidewalks and Public Places”) of “The Code of the City of Santa Clara, California” to
Modify the Process for Violation Appeals.

Recommendation:

SANTA CLARA STADIUM AUTHORITY CONSENT CALENDAR

4.A Action on Stadium Authority Bills and Claims for the Month of July 2022
22-1087
Approve the list of Stadium Authority Bills and Claims
for July 2022.

Recommendation:

4.B Adopt the Stadium Authority’s Resolution Amending the Conflict of Interest Code for Designated Positions as Required by the Political Reform Act and Regulations of the Fair Political Practices Commission
22-1103
Adopt the Resolution amending the Stadium Authority
Conflict of Interest Code required by the Political
Reform Act and Regulations of the Fair Political
Practices Commission.

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. Items related to Civil Grand Jury Reports

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Meeting Agenda October 18, 2022

5.A Transmittal Report on Grand Jury Reports (For Information Only):

1. “If You Only Read the Ballot, You're Being Duped,” dated October 7, 2022

2. “Unsportsmanlike Conduct: Santa Clara City Council,” dated October 10, 2022
22-1294
Staff makes no recommendation.Recommendation:

5.B Action on a Council Written Request (Council Policy 030) Submitted by Mayor Gillmor Requesting to Place an Agenda Item at a Future Council Meeting to Take Action on the Mayor’s proposal for a Santa Clara Anti-Corruption Reform Plan in response to the Santa Clara County Grand Jury Report titled “Unsportsmanlike Conduct: Santa Clara City Council”
22-1290
Staff makes no recommendation.Recommendation:

5.C Action on a Council Written Request (Council Policy 030) Submitted by Vice Mayor Jain Requesting to Place an Agenda Item at a Future Council Meeting to Discuss:

The Grand Jury Report and how to respond to the Findings and Recommendations and how the City might implement some of the Recommendations and Discuss Workplan and Schedule for the Governance and Ethics Committee
22-1289
Staff makes no recommendation.Recommendation:

REPORTS OF MEMBERS AND SPECIAL COMMITTEES

CITY MANAGER/EXECUTIVE DIRECTOR REPORT
Tentative Meeting Agenda Calendar (TMAC)22-1280

ADJOURNMENT
The next regular scheduled meeting is on Tuesday, November 1, 2022 in the City Hall Council Chambers.

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Meeting Agenda October 18, 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.

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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MEETING DISCLOSURES
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1274 Agenda Date: 10/18/2022

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 Printed on 10/13/2022Page 1 of 1
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City of Santa Clara
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1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1281 Agenda Date: 10/18/2022

SUBJECT
Conference with Real Property Negotiators (CC)
Pursuant to Gov. Code § 54956.8
Property: 1601 Civic Center Drive, Santa Clara, CA 95050; APN: 224-49-006 City/Authority Negotiator: Rajeev Batra, City Manager (or designee) Negotiating Parties: Charities Housing, Kathy Robinson
Under Negotiation: Purchase/Sale/Exchange/Lease of Real Property (provisions, price and terms) City of Santa Clara Printed on 10/13/2022Page 1 of 1
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-832 Agenda Date: 10/18/2022

REPORT TO COUNCIL

SUBJECT
Proclaim October 2022 as Hindu American Awareness and Appreciation Month

BACKGROUND
Since its inception in 2013, the Hindu American Foundation has led efforts in California and elsewhere to recognize October as Hindu American Awareness and Appreciation Month, part of the global Hindu Heritage Month campaign. October is significant because it is the birth month of Mahatma Gandhi and is often when major Hindu holidays such as Navaratri and Diwali are celebrated.

Hindu Heritage Awareness and Appreciation Month highlights Hinduism as a tradition and contributions Hinduism has made to society. The month seeks to highlight the Hindu-American experience, emphasizing the community’s contributions and challenges to life in the United States, both historically and currently.

DISCUSSION
The City of Santa Clara will recognize October 2022 as Hindu American Awareness and Appreciation Month on October 18, 2022 with a proclamation from the City Council.

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 to the City other than staff time.

COORDINATION
This report has been 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, Mayor and Council Office Approved by: Rajeev Batra, City Manager, City Manager’s Office City of Santa Clara Printed on 10/13/2022Page 1 of 2
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22-832 Agenda Date: 10/18/2022
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1500 Warburton Avenue
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22-1116 Agenda Date: 10/18/2022

REPORT TO COUNCIL

SUBJECT
Proclamation of October 2022 as Community Planning Month

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
October is designated as National Community Planning Month by the American Planning Association as a way to highlight the role that planners and planning play in creating great communities. The month-long recognition is an opportunity to recognize how planning shapes the City of Santa Clara and the work of planners and the planning profession in creating communities of lasting value.

Planners apply technical knowledge and best practices of design, sustainability, and land use to improve development proposals and develop long range plans to guide the ongoing development of communities including Santa Clara. Planners engage the community and incorporate feedback balancing stakeholder interests. Planners also recommend where and how growth should occur as well as inform decision makers on the implications of land use decisions. Community planning thus leads to more resilient and enriched communities.

As our communities change and grow, planners play an increasingly important role in ensuring that new developments are designed and built in harmony with existing surroundings. Planners must carefully balance the needs and desires of residents against the challenges presented by growth and change. Planning also strives to give residents choices, from the type of home an individual lives in, such as a condominium, apartment, town home or single family, to how an individual gets around, whether taking mass transit, walking, bicycling or driving, planning considers the needs of everyone.

DISCUSSION
On October 18, 2022 the City of Santa Clara will proclaim October as Community Planning Month to increase public awareness of the role the Community Development Department plays in creating great communities.

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

FISCAL IMPACT
There is no fiscal impact.

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22-1116 Agenda Date: 10/18/2022

COORDINATION
This report has been coordinated with the City Attorney’s Office, City Manager’s Office, Community Development, and the Mayor and Council Office.

Reviewed by: Andrew Crabtree, Director of Community Development Approved by: Rajeev Batra, City Manager
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City of Santa Clara
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Santa Clara, CA 95050
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@SantaClaraCity
22-1221 Agenda Date: 10/18/2022

REPORT TO COUNCIL

SUBJECT
Recognize the 75th Anniversary of the Silicon Valley Central Chamber of Commerce

BACKGROUND
The Silicon Valley Central Chamber of Commerce was previously known as the Santa Clara Chamber of Commerce. The Santa Clara Chamber of Commerce was incorporated in State of California on May 23, 1947. On June 17, 2019, the Chamber officially changed its name to the Silicon Valley Central Chamber of Commerce. The name change reflected the true mission to represent the entire region of Silicon Valley. The mission of the Chamber is to advocate for the business community and their vision includes advocating, connecting, and educating for the growth and sustainability of their business members.

On September 8, 2022, the Silicon Valley Central Chamber of Commerce celebrated their 75th anniversary at the 2022 BBQ Bash with multi-chambers, business leaders and dignitaries.

DISCUSSION
On October 18, 2022, the City Council will recognize the Silicon Valley Central Chamber of Commerce for their 75th Anniversary.

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

COORDINATION
This report has been coordinated with the Mayor and Council Office.

Staff
Reviewed by: Maria Le, Assistant to the City Manager, Mayor and Council Office City of Santa Clara Printed on 10/13/2022Page 1 of 2
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22-1221 Agenda Date: 10/18/2022
Approved by: Rajeev Batra, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1243 Agenda Date: 10/18/2022

REPORT TO COUNCIL

SUBJECT
Verbal Report from the Chief Emergency Services Officer regarding COVID-19 Pandemic

COUNCIL PILLAR
Enhance Community Engagement and Transparency
City of Santa Clara Printed on 10/13/2022Page 1 of 1
powered by Legistar™
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1242 Agenda Date: 10/18/2022

REPORT TO COUNCIL

SUBJECT
Verbal Report Update from City Manager Regarding the Local Drought Emergency

REPORT TO COUNCIL

SUBJECT
Action on the Meeting Minutes of Special City Council Meeting of September 6, 2022, Joint Council & Authorities Concurrent and Stadium Authority of September 7, 2022, and Special City Council September 20, 2022

COUNCIL PILLAR
Enhance Community Engagement & Transparency

RECOMMENDATION
Approve the Meeting Minutes of:

September 6, 2022 Special City Council Meeting;
September 7, 2022 Joint Council & Authorities Concurrent and Stadium Authority Meeting; and September 20, 2022 Special City Council Meeting
City of Santa Clara Printed on 10/14/2022Page 1 of 1
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City of Santa Clara
Meeting Minutes
Special City Council Meeting
Draft
5:30 PM Hybrid Meeting
Council Chambers/Virtual
1500 Warburton Avenue
Santa Clara, CA 95050
06/06/2022
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. 22-9087, 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]
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.

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 Mayor calls for a Special Meeting of the Santa Clara City Council to commence and convene on June 6, 2022 at 5:30 p.m. for a Special Meeting to be held virtually, to consider the following matter(s) and to potentially take action with respect to them.
5:30 PM SPECIAL COUNCIL MEETING
Call to Order
Mayor Gillmor called the meeting to order at 5:32 PM.

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06/06/2022Special City Council Meeting Meeting Minutes
Pledge of Allegiance and Statement of Values
Council recited the Pledge of Allegiance.

Councilmember Chahal recited the Statement of Values.

Assistant City Clerk Pimentel recited the Behavorial Standards.

Roll Call
Councilmember Kathy Watanabe, Councilmember Raj Chahal, Councilmember Karen Hardy, Councilmember Kevin Park, Vice Mayor Suds Jain, Councilmember Anthony Becker, and
Mayor Lisa M. Gillmor

Present: 7 -

PUBLIC PRESENTATIONS
None.

INTERVIEWS

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06/06/2022Special City Council Meeting Meeting Minutes

1. 22-677 Interviews and Action to Appoint One Applicant to the Planning Commission for One Full Term Ending June 30, 2026
Recommendation: 1. Appoint one applicant to the Planning Commission to serve a full term ending June 30, 2026.

2. Establish an eligibility list should a vacancy occur within the next six months.

Assistant City Clerk Pimentel provided a verbal report on the interview and appointment process for the Planning Commission.

Assistant City Clerk Pimentel noted that Ali Zargari and Alok Agrawal withdrew their applications.

Council conducted interviews
virtually via Zoom and in person to appoint one
commissioner to the Planning Commission to serve one full-term ending June 30, 2026.

The following applicants provided a three-minute introduction, addressed Council questions, and closed with a one-minute statement:

Neil Cortez
Mario Bouza
Eric Chu
Vincent Condito
Ashley M. Gjovik
Ram Misra
Mayor Gillmor called for a recess at 6:36 PM and reconvened the meeting at 6:47 PM.

Council resumed with the interviews with:

Charlie Moon
James Murphy
Ruhina Surendran
Ron Patrick
Council casted their votes for their top three applicants:

Councilmember Watanabe: 1st Choice: Neil Cortez 2nd Choice: Eric Chu 3rd Choice: Ron Patrick
Councilmember Chahal: 1st Choice: Mario Bouza 2nd Choice: Ashley M. Gjovik 3rd Choice: Ruhina Surendran
Councilmember Hardy: 1st Choice: Mario Bouza 2nd Choice: Neil Cortez 3rd Choice: Ron Patrick

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06/06/2022Special City Council Meeting Meeting Minutes
Councilmember Park: 1st Choice: Neil Cortez 2nd Choice: Ashley M. Gjovik 3rd Choice: James Murphy
Vice Mayor Jain: 1st Choice: Mario Bouza 2nd Choice: Ron Patrick 3rd Choice: Vincent Condito
Councilmember Becker: 1st Choice: Eric Chu 2nd Choice: Ron Patrick 3rd Choice: Ruhina Surendran
Mayor Gillmor: 1st Choice: Vince Condito 2nd Choice: Mario Bouza 3rd Choice: Ron Patrick
A motion was made by Councilmember Becker, seconded by
Councilmember Watanabe, to appoint Ron Patrick to serve on the Planning Commission for a full-term ending June 30, 2026 and to establish an Eligibility List set to expire within six months with Mario Bouza and Neil Cortez to fill future vacancies.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Vice Mayor Jain, Councilmember Becker, and Mayor Gillmor
7 -

REPORTS OF MEMBERS AND SPECIAL COMMITTEES
Councilmember Hardy provided comments of concern regarding water levels.

ADJOURNMENT
The meeting was adjourned at 7:24 PM.

A motion was made by Councilmember Becker, seconded by
Councilmember Park, to adjourn the meeting.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Vice Mayor Jain, Councilmember Becker, and Mayor Gillmor
7 -

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The next regular scheduled meeting is on Tuesday, June 7, 2022 in the City Hall Council Chambers. 06/06/2022Special City Council Meeting Meeting Minutes

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.

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City of Santa Clara
Joint Meeting Minutes
Council and Authorities Concurrent &
Santa Clara Stadium Authority Meeting
Draft
4:00 PM Hybrid Meeting
Council Chambers/Virtual
1500 Warburton Avenue
Santa Clara, CA 95050
06/07/2022
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. 22-9087, 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]
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 - 4:00PM | Study Session - 6:00 PM | Regular Meeting - 7:00 PM 4:00 PM CLOSED SESSION
Call to Order in the Council Chambers
Mayor/Chair Gillmor called the meeting to order at 4:03 PM.

Roll Call
Council/Boardmember Kathy Watanabe, Council/Boardmember Raj Chahal, Council/Boardmember Karen Hardy, Council/Boardmember Kevin Park, Vice Mayor/Chair Suds Jain, Council/Boardmember Anthony Becker, and Mayor/Chair Lisa M. Gillmor

Present: 7 -

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1.A 22-794 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

1.B 22-767
Conference with Real Property Negotiators (CC)
Pursuant to Gov. Code § 54956.8
Property: Please see below listing for APNs and addresses City/Authority Negotiator: Rajeev Batra, City Manager/Executive Director (or designee)
Negotiating Parties: Please see below listing for names for negotiating party(ies)
Under Negotiation: Purchase/Sale/Exchange/Lease of Real Property (provisions, price and terms of payment)

1.C 22-766
Conference with Legal Counsel-Existing Litigation (CC)
Pursuant to Gov. Code § 54956.9(d)(1)
Voluntary Petitions for Filing of Chapter 11 Bankruptcy, PG&E Corporation, Debtor, and Pacific Gas and Electric Company, Debtor, United States Bankruptcy Court, Northern District of California, San Francisco Division, jointly administered under No. 19-30088; AND, City of Santa Clara dba Silicon Valley Power and Northern California Power Agency, Claimants, v. California Department of Water Resources, Respondent, American Arbitration Association, Case No.
01-22-0001-3527

1.D 22-775
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)

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Public Comment
None.

Convene to Closed Session (Council Conference Room)
Council convened to Closed Session at 4:04 PM and reconvened the meeting to Open Session at 6:21 PM.
6:00 PM STUDY SESSION
Call to Order in the Council Chambers

2. 22-101 Study Session: Review of the Proposed FY 2022/23 & FY 2023/24 Biennial Capital Improvement Program Budget and FY 2022/23 Operating Budget Changes and Review of Proposed FY 2022/23 Municipal Fee Schedule Changes to Library Community Room Rental Fees
Recommendation:

Review and provide input on the Proposed FY 2022/23 & FY 2023/24 Biennial Capital Improvement Program Budget and FY 2022/23 Operating Budget Changes and the proposed FY 2022/23 Municipal Fee Schedule changes to Library community room rental fees.

City Manager Batra provided opening remarks and provided an overview from the prior budget Study Session.

Director of Finance Lee gave a Powerpoint presentation.

Council comments and questions followed.

Director of Finance Lee, City Manager Batra, and Director of Parks & Recreation Teixeira addressed the Council questions.

Public Speaker(s): Mary Grizzle
Public Speakers (2)
Betsy Megas
Dan Ondrasek
Donna
Skip Pearson
Jeff Houston (eComment)
Council comments followed.

City Manager Batra closing comments followed.
7:00 PM JOINT COUNCIL/STADIUM REGULAR MEETING

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Call to Order
Mayor/Chair Gillmor called the regular meeting to order at 7:58 PM.

Pledge of Allegiance and Statement of Values
Council recited the Pledge of Allegiance.

Councilmember Chahal recited the Statement of Values.

Assistant City Clerk Pimentel recited the AB 23 Announcement and Behavioral Standards.

Assistant City Clerk Pimentel also noted that any registered Lobbyists speaking during a public meeting must identify themselves and whom they represent.

REPORTS OF ACTION TAKEN IN CLOSED SESSION MATTERS
Interim City Attorney Sanchez reported the following on Item 1.C:

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to authorize an appeal of Bankruptcy Court ruling related to the Co-Tenancy Agreement with the California Department of Water Resources.

Unanimously Approved - Vice Mayor Jain - Abstained - Due to potential conflict of interest due to serving on the Northern California Power Agency Board.

CONTINUANCES/EXCEPTIONS/RECONSIDERATIONS
Mayor Gillmor moved up Items 11, 12, and 13 to be heard after the Consent Calendar.

City Manager Batra noted the following items that must be heard this evening:

Items 4.H,4.I, 4.J, 4.N, 4.O, 4.Q, 5.E, 6, 8, and 9.

SPECIAL ORDER OF BUSINESS

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3.A 22-656 Presentation of 2022 City of Santa Clara/Silicon Valley Power Scholarships
Kathleen Hughes (Silicon Valley Power Senior Electric Division Manager) gave a verbal report and recognized the two students (Surya Christopher Tallavarjula and Osiriz del Rosario Durana) as the recipients of the 2022 Santa Clara Silicon Valley Power Scholarships.

3.B 22-599 Recognition of Local Organizations for Donations to Support City’s COVID-19 Pandemic Response
Council recognized local organizations for donations to support City's COVID-19 Pandemic Response.

3.C 22-632 Verbal Report from the City Manager regarding COVID-19 Pandemic City Manager Batra gave the following verbal report on the COVID-19 Pandemic:
- June 2, 2022 the CDC categorized the level of COVID-19 as high in Santa Clara County; and
- Santa Clara County has high vaccination and booster rates

3.D 22-633

3.E 22-688
Verbal Report Update from City Manager Regarding the Local Drought Emergency
Assistant Director of Water & Sewer Utilities Mehta gave a verbal report update on the Local Drought Emergency.

Council questions followed.

Assistant Director of Water & Sewer Utilities Mehta addressed Council questions.

Presentation by Cultural Commission on the “Surviving COVID” Pocket Exhibition Winner, Upcoming Special Events, and Projects Cultural Commissioner Chair Von Huene gave a Powerpoint presentation on Cultural Commission activities.

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3.F 22-788

CONSENT CALENDAR
Proclaim June 2022 as Lesbian, Gay, Bisexual, Transgender, Queer, Intersex, and Asexual (LGBTQIA+) Pride Month
Mayor Gillmor proclaimed June 2022 as LGBTQIA+ pride month.

Gabrielle Antonovich (President, Board of Billy DeFrank Center) accepted the recognition.

Councilmember Becker provided comments regarding his experience and LGBTQIA+ pride month.

A video message was displayed from Jaime McLeod (City of Santa Clara City Councilmember 2004-2012).

Vice Mayor Jain abstained from Item 4.H. due to a potential conflict of interest as he has a financial interest in company involved with this item.

Assistant City Clerk Pimentel noted there was a clerical error on the Item

4.A minutes and it has been corrected and forwarded to the Council.

A motion was made by Council/Boardmember Becker, seconded by Council/Boardmember Hardy, to approve the Consent Calendar.

Aye: Council/Boardmember Watanabe, Council/Boardmember Chahal, Council/Boardmember Hardy, Council/Boardmember Park, Vice Mayor/ Chair Jain, Council/Boardmember Becker, and Mayor/Chair Gillmor 7 -

4.A 22-497 Action on the Meeting Minutes of February 22, 2022 Joint Council & Authorities Concurrent and Stadium Authority meeting, February 24, 2022 Special City Council Meeting, and March 1, 2022 Special City Council Meeting
Recommendation:

Approve the Meeting Minutes of February 22, 2022 Joint Council & Authorities Concurrent and Stadium Authority Meeting, February 24, 2022 Special City Council Meeting, and March 1, 2022 Special City Council Meeting.

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to approve staff recommendation.

4.B 22-20
Board, Commissions and Committee Minutes
Recommendation: Note and file the Minutes of:

Senior Advisory Commission - March 28, 2022
Senior Advisory Commission - April 25, 2022
A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to approve staff recommendation.

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4.C 22-622 Action on Bills and Claims Report (CC, SCSA) for the Period April 2, 2022 - May 6, 2022
Recommendation: Approve the list of Bills and Claims for April 2, 2022 - May 6, 2022.

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to approve staff recommendation.

4.D 22-437 Action on the FY 2021/22 Annual Report and Proposed Budget for FY 2022/23 for the Santa Clara Tourism Improvement District (SCTID) as Recommended by the SCTID Owner’s Association
Recommendation:

Alternative 1: Approve the FY 2021/22 Annual Report, SCTID assessment increase from 1.5% to 2.0% per its Council-approved District Management Plan, and Proposed Budget for FY 2022/23 for the Santa Clara Tourism Improvement District (SCTID) as recommended by the SCTID Owner’s Association
A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to approve staff recommendation.

4.E 22-621
Action on the Santa Clara Convention Center FY 2021/22 3rd Quarter Financial Status Report
Recommendation: Note and file the Santa Clara Convention Center Financial Status Report for the 3rd Quarter ending March 31, 2022, as submitted by Spectra.

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to approve staff recommendation.

4.F 22-511
Action on Award of Purchase Order to Pestmaster Services, L.P. for Citywide Pest Control Maintenance and As-Needed Services Recommendation: 1. Authorize the City Manager to execute a purchase order with Pestmaster Services, L.P. for citywide pest control maintenance and as-needed services for an initial one-year term, with maximum compensation not-to-exceed $53,493;

2. Authorize the City Manager to execute change orders for a not-to-exceed contingency amount of $5,349 for unanticipated services, subject to the appropriation of funds;

3. Authorize the City Manager to executed change orders or issue additional purchase order(s) with Pestmaster Services, L.P. for additional sites that may be added or deleted, subject to the same terms and conditions and appropriation of funds; and

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

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to approve staff recommendation.

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4.G 22-682 Action on a Mills Act Contract for the Property Located at 1765 Market Street
Recommendation: Authorize the City Manager to execute a Historic Preservation Agreement (Mills Act Contract) including a 10-Year Restoration and Maintenance Plan for the property at 1765 Market Street.

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to approve staff recommendation.

4.H 22-156
Action to Authorize the City Manager to Complete Negotiations and Execute a Renewable Energy Purchase and Sale Agreement with Energia Sierra Juarez U.S., LLC to Purchase Renewable Energy from the Cimarrón Wind Project (Cimarrón Wind Project)
Recommendation:

1. Authorize the City Manager to negotiate, approve, and execute a Renewable Energy Purchase and Sale Agreement (Agreement) with Energia Sierra Juarez U.S., LLC, subject to budget appropriations;

2. Authorize the City Manager or designee, to execute all related documents or agreements, including, but not limited to, collateral assignment agreements; and take any and all actions as are necessary or advisable to implement and administer the Agreement; and

3. Authorize City Manager to approve and execute amendments to the Agreement, as may be required from time to time, so long as the contract price and length of the Agreement remain unchanged.

Vice Mayor Jain abstained from Item 4.H. due to a potential conflict of interest as he has a financial interest in company involved with this item.

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to approve staff recommendation.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Councilmember Becker, and Mayor Gillmor
6 -
Abstained: Vice Mayor Jain1 -

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4.I 22-641 Action on a License Agreement for Silicon Valley Power (SVP) Authorizing the City Manager to:

1. Execute Amendment No. 1 to the current License Agreement with Energy Exemplar, LLC to add third party software used to generate forecast models for timing of power purchases; and

2. Negotiate and execute additional amendments to add or delete services or licenses consistent with the scope of the agreement and allow future rate adjustments not to exceed a fifteen percent (15%) annual increase, subject to appropriation of funds.

Recommendation:

Authorize the City Manager to:

1. Execute Amendment No. 1 to the current License Agreement with Energy Exemplar, LLC to add third party software used to generate forecast models for timing of power purchases; and

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to approve staff recommendation.

4.J 22-653
Action on Amendment No. 3 to the Agreement with Moore Iacofano Goltsman, Inc. (MIG) for Preparation of the Freedom Circle Focus Area Plan, Amendment No. 3 to Reimbursement Agreement with Freedom Circle Venture, LLC, and Related Budget Amendment
Recommendation:

1. Approve the FY 2021/22 budget amendment in the Prefunded Plan Review Fund to recognize developer contributions in the amount of $26,520 and establish an appropriation for the Freedom Circle Focus Area Plan in the amount of $26,520 (five affirmative council votes required to appropriate additional revenue);

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

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

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to approve staff recommendation.

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4.K 22-663 Action on Public Service Grant Amendment No.3 with Rebuilding Silicon Valley Together for the Rebuilding Minor Repair Program Recommendation: Approve and authorize the City Manager to execute Amendment No. 3 for the Grant Agreement with Rebuilding Together Silicon Valley for an amount not to exceed $150,000 for their Minor Repair Program, and all related documents effective July 1, 2022 through June 30, 2023 contingent upon available funding and appropriation of funds, to extend the terms.

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to approve staff recommendation.

4.L 22-592
Action on Public Service Grant Amendments No.4 with Abode Services and Bill Wilson Center for the City’s Tenant-Based Rental Assistance Program (TBRA)
Recommendation:

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

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

3. Authorize and direct the City Manager to make proportional adjustments to the Home Fund allocations in the event that the City's Final FY 2022/23 Award Amount is different than the projected amount.

Each project will receive a proportional allocation of the recommended amount; subject to the appropriation of funds and after the City’s administration set-aside and CHDO set-aside is calculated.

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to approve staff recommendation.

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4.M 22-759 Action on Approval of Amendment No. 5 to the Agreement with the California Highway Patrol
Recommendation: Authorize the City Manager/Executive Director to execute Amendment No. 5 to the Agreement with the California Highway Patrol in the amount of $2,875,189, for a maximum not to exceed amount of $11,300,000, and extend the term of the agreement to June 30, 2024, for traffic management and support services for special events at Levi’s Stadium.

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to approve staff recommendation.

4.N 22-79
Adoption of a Resolution Calling and Giving Notice of a General Municipal Election to be held on Tuesday, November 8, 2022 for the Election of Two Councilmembers one for each Council District 2 and 3, and one Mayor; Requesting that the Board of Supervisors of the County of Santa Clara Consolidate the General Municipal Election with the Gubernatorial General Election; and Adopt Regulations for Candidate Statements of Qualifications Submitted to the Voters and Levying a Share of the Cost of the Candidates’ Statements
Recommendation:

Adopt a Resolution Calling and Giving Notice of a of a General Municipal Election to be held on Tuesday, November 8, 2022 for the Election of Two Councilmembers one for each Council District 2 and 3, and One Mayor; Requesting that the Board of Supervisors of the County of Santa Clara Consolidate the General Municipal Election with the Gubernatorial General Election; and Adopt Regulations for Candidate Statements of Qualifications Submitted to the Voters and Levying a Share of the Cost of the Candidates’ Statements.

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to adopt Resolution No. 22-9097 Calling and Giving Notice of a of a General Municipal Election to be held on Tuesday, November 8, 2022 for the Election of Two
Councilmembers one for each Council District 2 and 3, and One Mayor; Requesting that the Board of Supervisors of the County of Santa Clara Consolidate the General Municipal Election with the Gubernatorial General Election; and Adopt Regulations for Candidate Statements of Qualifications Submitted to the Voters and Levying a Share of the Cost of the Candidates’ Statements.

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4.O 22-159 Action to Delegate Authority to the City Manager to Negotiate a Multi-Year Emergency Load Reduction Program
Recommendation: Delegate Authority to the City Manager to develop and approve a Multi-Year Emergency Load Reduction
Program, including negotiating and
approving agreements with SVP Customers, state agencies, and other potential stakeholders.

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to approve staff recommendation.

4.P 22-655 Action on the Establishment of a Silicon Valley Power Scholarship - Silicon Valley Power Sustainable Futures (SVPSF) Program and Delegate Authority to the City Manager to Negotiate a Final Grant Agreement with Santa Clara University
Recommendation:

Delegate authority to the City Manager to negotiate a final Grant Agreement with Santa Clara University to establish the Silicon Valley Power Sustainable Futures Program to be administered by Santa Clara University and for Silicon Valley Power to commit $75,000 per year over five years.

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to approve staff recommendation.

4.Q 22-773
Action on a Resolution Extending AB 361 Implementation to Allow City Legislative Bodies to Hold Public Meetings Solely by Teleconference or Otherwise Electronically During the Governor’s Proclaimed COVID State of Emergency
Recommendation:

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

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to adopt Resolution No. 22-9096 finding the existence of the need to extend AB 361 implementation to allow the City’s legislative bodies to hold public meetings solely by teleconference or otherwise electronically pursuant to AB 361.

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4.R 22-779 Authorize the City Manager to Execute the 2022-2025 Memorandum of Understanding Between the City of Santa Clara and the Police Officers Association (Unit 2) that Incorporates the Terms of the Joint Mediation Recommendation
Recommendation:

Authorize the City Manager to execute the Memorandum of Understanding between the City of Santa Clara and the Police Officers Association with effective dates of December 19, 2021 - December 31, 2025, that incorporates the terms of the Joint Mediation Recommendation.

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to approve staff recommendation.

SANTA CLARA STADIUM AUTHORITY CONSENT CALENDAR

5.A 22-660 Informational Report on Stadium Authority and Stadium Manager Meetings and Corresponding Minutes for the Period of January 1 to March 31, 2022 Recommendation: Note and file the quarterly report on Stadium Authority and Stadium Manager staff meetings and corresponding minutes for the period of January 1 to March 31, 2022.

A motion was made by Boardmember Becker, seconded by
Boardmember Hardy, to approve staff recommendation.

5.B 22-504
Action on Stadium Authority Bills and Claims for the Month of February 2022
Recommendation: Approve the list of Stadium Authority Bills and Claims for February 2022.

A motion was made by Boardmember Becker, seconded by
Boardmember Hardy, to approve staff recommendation.

5.C 22-566 Action on Stadium Authority Bills and Claims for the Month of March 2022 Recommendation: Approve the list of Stadium Authority Bills and Claims for March 2022.

A motion was made by Boardmember Becker, seconded by
Boardmember Hardy, to approve staff recommendation.

5.D 22-770 Action on Second Amendment to Agreement with STR Marketplace, LLC for Stadium Builder License Website Marketing
Recommendation: Authorize the Executive Director to execute a second amendment to the agreement with STR to extend the term by one year from June 1, 2022 to May 31, 2023.

A motion was made by Boardmember Becker, seconded by
Boardmember Hardy, to approve staff recommendation.

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5.E 22-760 Request to Carryover FY 2021/22 Command Post Window Treatment CapEx Project, Non-Slip Floor Matting CapEx Project, Lift Station CapEx Project, Mechanical and Electrical Closet Lighting CapEx Project, Loading Dock Lighting CapEx Project, and Rust Prevention Mitigation CapEx Project, and Approve Related Budget Amendments
Recommendation:

1. Approve a budget amendment to include the Command Post Window Treatment CapEx Project in the Stadium Authority FY 2022/23 CapEx Budget in the amount of $9,425 from the Stadium Authority Capital Expense Reserve;

2. Approve a budget amendment to include the Non-Slip Floor Matting CapEx Project in the Stadium Authority FY 2022/23 CapEx Budget in the amount of $59,351 from the Stadium Authority Capital Expense Reserve;

3. Approve a budget amendment to include the Lift Station CapEx Project in the Stadium Authority FY 2022/23 CapEx Budget in the amount of $206,800 from the Stadium Authority Capital Expense Reserve;

4. Approve a budget amendment to include the Mechanical and Electrical Closet Lighting CapEx Project in the Stadium Authority FY 2022/23 CapEx Budget in the amount of $111,958 from the Stadium Authority Capital Expense Reserve;

5. Approve a budget amendment to include the Rust Prevention Mitigation CapEx Project in the Stadium Authority FY 2022/23 CapEx Budget in the amount of $18,945 from the Stadium Authority Capital Expense Reserve; and

6. Approve a budget amendment to include the Loading Dock Lighting CapEx Project in the Stadium Authority FY 2022/23 CapEx Budget in the amount of $65,059 from the Stadium Authority Capital Expense Reserve.

A motion was made by Boardmember Becker, seconded by
Boardmember Hardy, to approve staff recommendation.

5. F Action on Request submitted by Stadium Manager to Execute Amendment No. 1 to the Agreement with Cupertino Electric, Inc. for the Primary Main Switch Gear Transformer Battery and 12KV Circuit Breakers and the 12KV Electrical Power Study, Assessment and Replacement at Primary Switch Gear at Quadrant Substations CapEx Projects

1. 22-736
Request from Stadium Manager to Execute Amendment No. 1 to the Agreement with Cupertino Electric, Inc. for the Primary Main Switch Gear Transformer Battery and 12KV Circuit Breakers CapEx Project and 12KV Electrical Power Study, Assessment and Replacement at Primary Switch Gear at Quadrant Substations CapEx Project

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2. 22-742 Report from the Stadium Authority for Action Regarding Stadium Manager’s Request to Execute Amendment No. 1 to the Agreement with Cupertino Electric, Inc. for the Primary Main Switch Gear Transformer Battery and 12KV Circuit Breakers CapEx Project and 12KV Electrical Power Study, Assessment and Replacement at Primary Switch Gear at Quadrant Substations CapEx Project
Recommendation:

1. Approve the Stadium Manager’s request to execute an Amendment No. 1 to the Agreement with Cupertino Electric, Inc. to increase the total not to exceed amount from $250,000 to $764,298 for the second year of the agreement term to cover the cost of the Primary Main Switch Gear Transformer, Battery and 12KV Main Circuit Breakers CapEx project ($193,583) and 12KV Electrical Power Study, Assessment and Replacement at Primary Switch Gear at Quadrant Substations CapEx project ($320,715), and authorize the Executive Director to approve and process the reimbursement of such costs upon receiving final invoices and supporting documentation from the Stadium Manager;

2. Authorize the Executive Director to approve the execution of any and all documents associated with, and necessary for the award, completion, and acceptance of the project; and

3. Authorize the Executive Director to approve the execution of change orders up to $16,417 for the Primary Main Switch Gear Transformer, Battery & 12KV Main Circuit Breakers CapEx project and up to $32,072 for the 12KV Electrical Power Study, Assessment and Replacement at Primary Switch Gear at Quadrant Substations CapEx project, and authorize the Executive Director to approve and process the reimbursement of such costs upon receiving final invoices and supporting documentation from the Stadium Manager.

A motion was made by Boardmember Becker, seconded by
Boardmember Hardy, to approve staff recommendation.

WRITTEN PETITION (COUNCIL POLICY 030) REQUESTS SUBMITTED BY THE PUBLIC/COUNCIL

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11. 22-719 Action on a Written Petition (Council Policy 030), Submitted by Armando “Gary” Ferraris, to Place an Agenda Item at a Future Council Meeting to Discuss Recognizing Juneteenth as a City Holiday in Santa Clara Recommendation:

Staff makes no recommendation.

Written Petitioner Gary Ferraris provided comments on his written petition to add an agenda item to a future agenda to discuss recognizing Juneteenth as a City holiday.

Council questions followed.

Interim City Attorney Sanchez addressed Council questions.

A motion was made by Councilmember Watanabe, seconded by Councilmember Becker, to refer this item to staff and return after negotiations with the City's Bargaining Units.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Vice Mayor Jain, Councilmember Becker, and Mayor Gillmor
7 -

12. 22-776
Action on Three (3) Written Petitions (Council Policy 030), Submitted by Craig Larsen, Charlotte Bobek, and Terri Peters to Place an Agenda Item at a Future Council Meeting to Discuss Santa Clara Tree Canopy Advocacy
Recommendation:

Staff makes no recommendation.

Written Petitioner Craig Larsen provided comments regarding his written petition to agendize a discussion on a Santa Clara Tree Canopy Advocacy.

Public Speaker(s): Charlotte Bobek
Javier Hernandez
Betsy Megas
A motion was made by Councilmember Becker, seconded by
Councilmember Chahal, to agendize this written petition on a future agenda.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Vice Mayor Jain, Councilmember Becker, and Mayor Gillmor
7 -

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13. 22-780 Action on a Written Petition (Council Policy 030), Submitted by Brian Doyle, to Place an Agenda Item at a Future Council Meeting to Discuss an Explanation by Councilmember Kevin Park of the Apparent Inconsistent Statements in Official Filings Regarding His Employment and Sources of Income.

Recommendation:

Staff makes no recommendation.

Written Petitioner Brian Doyle provided comments on his written petition to agendize a discussion for an explanation by Councilmember Kevin Park of the apparent inconsistent statements in Official Filings regarding his employment and sources of income.

Council questions followed.

Interim City Attorney Sanchez addressed Council questions.

Council comments followed.

A motion was made by Councilmember Watanabe, seconded by Mayor Gillmor, to agendizing this item for further discussion.

Council comments followed.

A substitute motion was made by Councilmember Becker, seconded by Vice Mayor Jain, to follow the advice of Interim City Attorney to withhold agendizing for a future agenda until claims and litigation by Brian Doyle are resolved.

Public Speaker(s): Byron J. Fleck
A motion was made by Councilmember Becker, seconded by Vice Mayor Jain, to consider the substitute motion.

Aye: Councilmember Chahal, Councilmember Hardy, Councilmember Park, Vice Mayor Jain, and Councilmember Becker
5 -
Nay: Councilmember Watanabe, and Mayor Gillmor2 -
Council comments followed.

A substitute motion was made by Councilmember Becker,
seconded by Vice Mayor Jain, to follow the advice of Interim City Attorney to withhold agendizing for a future agenda until claims and litigation by Brian Doyle are resolved.

Aye: Councilmember Chahal, Councilmember Hardy, Councilmember Park, Vice Mayor Jain, and Councilmember Becker
5 -

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Nay: Councilmember Watanabe, and Mayor Gillmor2 -

PUBLIC PRESENTATIONS
Javier Hernandez expressed comments regarding providing incentives for solar paneling.

Mary Grizzle expressed comments regarding the County Sheriff's Department looking to close the Downtown Palo Alto building and encourages to mediate a solution to close and move the Courthouse.

Dan Ondrasek expressed comments regarding moving the County Courthouse from Main Street in Downtown Santa Clara.

CONSENT ITEMS PULLED FOR DISCUSSION
None.

PUBLIC HEARING/GENERAL BUSINESS

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6. 22-769 Action on the Freedom Circle Future Focus Area Plan Including: Adoption and Certification of the Environmental Impact Report (EIR) Prepared to Analyze the Potential Environmental Impacts for the Project and an Associated Mitigation Monitoring and Reporting Program; Adoption of a General Plan Text Amendment to Add Language Regarding the Creation of Additional Future Focus Areas, the Re-designation of Land Outside of Focus Areas, Creation of the New Very High-Intensity Office/Research & Development (R&D) Designation, and Adoption of a General Plan Amendment to Create the Freedom Circle Future Focus Area, Bounded by Great America Parkway to the West, Mission College Boulevard to the North, San Tomas Aquino Creek to the East, and Highway 101 to the South; Adoption of the Greystar General Plan Amendment to Change the Designation of the Greystar Site from High Intensity Office/Research & Development (R&D) (Maximum Floor Area Ratio of 2.0) to Very High Density Residential (51-100 Dwelling Units/Acre); and Adoption of the Planned Development Rezoning for the Greystar Site, Which Would Allow up to 1,100 Units on a 13.3 Gross Acre Site Bounded by Freedom Circle to the West, Mission College Boulevard to the North, San Tomas Aquino Creek to the East and Highway 101 to the South (Continued from May 24, 2022)
Recommendation:

1. Adopt a resolution approving and certifying the Final EIR prepared for the Freedom Circle Future Focus Area Plan and the Greystar Project General Plan Amendment (SCH #2020060425), including CEQA Findings and a statement of overriding consideration;

2. Adopt a resolution approving a General Plan text amendment to add language regarding the creation of additional Future Focus Areas, the re-designation of land outside of Focus Areas, creation of the new Very High-Intensity Office/R&D designation, and adoption of a General Plan Amendment to create the Freedom Circle Future Focus Area bounded by Great America Parkway to the west, Mission College Boulevard to the north, San Tomas Aquino Creek to the east and Highway 101 to the south, including modifications of the plan area diagram to change all Class II bike lanes to Class IV separated bikeways;

3. Adopt a resolution approving the Greystar General Plan Amendment from High Intensity Office/R&D (maximum Floor Area Ratio of 2.0) to Very High Density Residential (51-100 Dwelling Unit/Acre); and

4. Adopt a resolution approving the Planned Development Rezoning and Vesting Tentative Parcel Map for the Greystar site, which would allow up to 1,100 units on a 13.3 gross acre site bounded by Freedom Circle to the west, Mission College Boulevard to the north, San Tomas Aquino Creek to the east and Highway 101 to the south.

Director of Community Development Crabtree gave a Powerpoint presentation.

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Council comments and questions followed.

Director of Community Development Crabtree addressed Council questions.

Public Speaker(s): Dan Deibel (Lobbyist)
Aidan Marshall
Edward Strine
A motion was made by Councilmember Becker, seconded by
Councilmember Watanabe, to (1) adopt a Resolution approving and certifying the Final EIR prepared for the Freedom Circle Future Focus Area Plan and the Greystar Project General Plan Amendment (SCH #2020060425), including CEQA Findings and a statement of overriding consideration; (2) adopt a Resolution approving a General Plan text amendment to add language regarding the creation of additional Future Focus Areas, the redesignation of land outside of Focus Areas, creation of the new Very High-Intensity Office/R&D designation, and adoption of a General Plan Amendment to create the Freedom Circle Future Focus Area bounded by Great America Parkway to the west, Mission College Boulevard to the north, San Tomas Aquino Creek to the eastand Highway 101 to the south, including modifications of the plan area diagram to change all Class II bike lanes to Class IV separated bikeways; (3) adopt a resolution approving the Greystar General Plan Amendment from High Intensity Office/R&D (maximum Floor Area Ratio of 2.0) to Very High Density Residential (51-100 Dwelling Unit/Acre); and (4) adopt a resolution approving the Planned Development Rezoning and Vesting Tentative Parcel Map for the Greystar site, which would allow up to 1,100 units on a

13.3 gross acre site bounded by Freedom Circle to the west, Mission College Boulevard to the north, San Tomas Aquino Creek to the east and Highway 101 to the south.

Vice Mayor Jain requested a friendly amendment with the additional conditions of the 3 affordable tiers 5% of 50% AMI, 5% of 80% AMI, and 5% of 120% AMI, prohibition on the basic plant species, construction all times everyday of the week until the first unit is occupied, class IV separated bike lanes.

Councilmember Becker accepted the friendly amendment.

Council comments and questions followed.

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Director of Community Development Crabtree addressed Council comments and questions.

A motion was made by Councilmember Becker, seconded by
Councilmember Watanabe, to (1) adopt Resolution No. 22-9098 approving and certifying the Final EIR prepared for the Freedom Circle Future Focus Area Plan and the Greystar Project General Plan Amendment (SCH #2020060425), including CEQA Findings and a statement of overriding considerations; (2) adopt Resolution No. 22-9099 approving a General Plan text amendment to add language regarding the creation of additional Future Focus Areas, the redesignation of land outside of Focus Areas, the creation of the new Very High-Intensity Office/R&D designation, and the adoption of a General Plan Amendment to create the Freedom Circle Future Focus Area, bounded by Great America Parkway to the west, Mission College Boulevard to the north, San Tomas Aquino Creek to the east and Highway 101 to the south, including modifications of the plan area diagram to change all Class II bike lanes to Class IV separated bikeways; (3) adopt a Resolution No. 22-9100
approving the Greystar General Plan Amendment from High Intensity Office/R&D (maximum Floor Area Ratio of 2.0) to Very High Density Residential (51-100 Dwelling Units/Acre); and (4) adopt Resolution No. 22-9101 approving the Planned Development Rezoning and Vesting Tentative Parcel Map for the Greystar site, which would allow up to 1,100 units on a 13.3 gross acre site bounded by Freedom Circle to the west, Mission College Boulevard to the north, San Tomas Aquino Creek to the east and Highway 101 to the south, with the additional conditions of the 3 affordable tiers of 5% at 50% AMI, 5% at 80% AMI, and 5% at 120% AMI, with a prohibition on invasive plant species from the Plant Right invasive species list, and with construction allowed all times every day of the week until the first unit within 500 feet of the project site is occupied.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Vice Mayor Jain, Councilmember Becker, and Mayor Gillmor
7 -

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8. 22-224 Public Hearing: Adoption of a Resolution Approving the Levy of Benefit Assessment upon the City of Santa Clara Parking Maintenance District No. 122 - Franklin Square
Recommendation:

Alternative 1:

Adopt a Resolution approving the levy of benefit assessment upon the City of Santa Clara Parking Maintenance District No. 122 and approving, confirming, and adopting the Director’s Report for FY 2022/23.

Mayor Gillmor recused herself from this item due to a potential conflict of interest as her business is in Franklin Square Mall.

Mayor Gillmor left the dais at 10:20 PM and Vice Mayor Jain presided over the meeting.

Director of Public Works Mobeck gave a verbal report.

Council comments and questions followed.

Director of Public Works Mobeck addressed Council questions.

A motion was made by Councilmember Chahal, seconded by
Councilmember Becker, to close the Public Hearing.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Vice Mayor Jain, and Councilmember Becker
6 -
Abstained: Mayor Gillmor1 -
A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to approve Alternative 1: adopt Resolution No. 22-9102 approving the levy of benefit assessment upon the City of Santa Clara Parking Maintenance District No. 122 and approving, confirming, and adopting the Director’s Report for FY 2022/23 and reserve the right to dissolve the Maintenance District at any time.

Aye: Councilmember Chahal, Councilmember Hardy, Councilmember Park, Vice Mayor Jain, and Councilmember Becker
5 -
Nay: Councilmember Watanabe1 -
Abstained: Mayor Gillmor1 -

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9. 22-227
Mayor Gillmor returned to the Dais at 10:29 PM.

Public Hearing: Adoption of a Resolution Approving the Levy of Benefit Assessment Upon the Santa Clara Convention Center Complex - Maintenance District No. 183
Recommendation: Alternative 1:

Adopt a resolution approving the levy of benefit assessment upon the Santa Clara Convention Center Complex - Maintenance District No. 183, and approving, confirming, and adopting the Director’s Report for FY 2022/23.

A motion was made by Councilmember Becker, seconded by
Watanabe, to close the Public Hearing.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Vice Mayor Jain, Councilmember Becker, and Mayor Gillmor
7 -
A motion was made by Councilmember Watanabe, seconded by Councilmember Becker, to adopt Resolution No. 22-9103 approving the Levy of Benefit Assessment Upon the Santa Clara Convention Center Complex - Maintenance District No. 183.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Vice Mayor Jain, Councilmember Becker, and Mayor Gillmor
7 -

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10. 22-201 Action on Climate Action Plan, General Plan Amendment to Adopt the Updated Climate Action Plan 2022 and an Addendum to the General Plan Environmental Impact Report
Recommendation:

1. Adopt a resolution approving the Addendum to the 2010 - 2035 General Plan EIR prepared for the updated Climate Action Plan 2022.

2. Adopt a resolution approving the amendment to the General Plan Appendix 8.13 to adopt the updated Climate Action Plan 2022, with a modification to require a 20% VMT reduction requirement for multi-family residential projects, but only half of that amount (a 10% reduction) must come from active TDM measures.

Sustainability Manager Templeton gave a Powerpoint presentation.

Council comments and questions followed.

Sustainability Manager Templeton addressed Council questions.

Public Speaker(s): Dash Leeds
Edward Strine
Rosie Chen
Charlotte
Betsy Megas
Council comments followed.

A motion was made by Councilmember Becker, seconded by
Councilmember Chahal, to (1) adopt Resolution No.22-9104 approving the Addendum to the 2010 - 2035 General Plan EIR prepared for the updated Climate Action Plan 2022; (2) adopt Resolution No. 22-9105 approving the amendment to the General Plan Appendix 8.13 to adopt the updated Climate Action Plan 2022, with a modification to require a 20% VMT reduction requirement for multi-family residential projects, but only half of that amount (a 10% reduction) must come from active TDM measures with an
amendment regarding equity protection.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Vice Mayor Jain, Councilmember Becker, and Mayor Gillmor
7 -

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7. 22-768 Action on a Resolution Declaring the Loyalton Ranch Property Surplus (Deferred from May 24, 2022)
Recommendation: There is no staff recommendation.

City Manager Batra provided opening remarks and Chief Electric Utility Officer Pineda gave a Powerpoint presentation.

Council comments followed.

Vice Mayor Jain gave a Powerpoint presentation.

Council comments and questions followed.

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to declare the vacant Loyalton Ranch Property Surplus.

Interim City Attorney Sanchez and Chief Electric Utility Officer Pineda addressed Council questions.

A friendly amendment was made by Councilmember Chahal, to return with report with the costs to hire a consultant for cleaning and protect the fencing of the property.

Council comments and questions followed.

City Manager Batra recommended separating the motion.

Councilmember Becker agreed and dropped the friendly amendment.

Chief Electric Utility Officer Pineda addressed Council questions.

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to declare the vacant Loyalton Ranch Property Surplus.

Aye: Councilmember Chahal, Councilmember Hardy, Vice Mayor Jain, and Councilmember Becker
4 -
Nay: Councilmember Watanabe, Councilmember Park, and Mayor Gillmor3 -

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Council comments and questions followed.

Chief Electric Utility Officer Pineda addressed Council questions.

A motion was made by Councilmember Chahal, seconded by
Councilmember Becker, to direct the City Manager to return with the cost for the design and construction estimate for the fencing and demolition/remediation of the Loyalton Property.

Aye: Councilmember Chahal, Councilmember Park, Vice Mayor Jain, Councilmember Becker, and Mayor Gillmor
5 -
Nay: Councilmember Watanabe, and Councilmember Hardy2 -

REPORTS OF MEMBERS AND SPECIAL COMMITTEES
Councilmember Park noted the Triton Museum of Art has a exhibit on the winners of the 2022 pocketed exhibit on surviving Covid and encourages everyone to visit the museum.

CITY MANAGER/EXECUTIVE DIRECTOR REPORT
22-762
22-801

ADJOURNMENT
None.

Update on City Council and Stadium Authority Staff Referrals Tentative Meeting Agenda Calendar (TMAC)
The meeting was adjourned at 12:19 AM in memory of Santa Clara resident Maryann "Ann" Garcia.

A motion was made by Council/Boardmember Becker,
seconded by Council/Boardmember Park, to adjourn the
meeting.

Aye: Council/Boardmember Watanabe, Council/Boardmember Chahal, Council.Boardmember Hardy, Council/Boardmember Park, Vice Mayor/Chair Jain, Council/Boardmember Becker, and Mayor/Chair Gillmor
7 -
The next regular scheduled meeting is on Tuesday, June 21, 2022 in the City Hall Council Chambers.

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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.

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.

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MEETING DISCLOSURES
City of Santa Clara
Meeting Minutes
Special City Council Meeting
Draft
5:00 PM Hybrid Meeting
Council Chambers/Virtual
1500 Warburton Avenue
Santa Clara, CA 95050
06/20/2022
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. 22-9096, 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]
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.

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 Mayor calls for a Special Meeting of the City Council of the City of Santa Clara, to commence and convene on June 20, 2022, at 5:30 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.
5:00 PM CLOSED SESSION
Call to Order in the Council Chambers
Mayor Gillmor called the Special Meeting to order at 5:00 PM.

Roll Call
Councilmember Kathy Watanabe, Councilmember Raj Chahal, Councilmember Karen Hardy, Vice Mayor Suds Jain, Councilmember Anthony Becker, and Mayor Lisa M. Gillmor

Present: 6 -

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Councilmember Kevin ParkAbsent: 1 -

1. 22-792 Public Employee Appointment (Government Code §§ 54957, 54954.5, subd. (e))
Title: City Attorney
Public Comment
None.

Convene to Closed Session (Council Conference Room)
Council convened to Closed Session at 5:01 PM.

Councilmember Park arrived at 5:03 PM.

Council reconvened the meeting at 8:25 PM.

REPORTS OF ACTION TAKEN IN CLOSED SESSION MATTERS
Mayor Gillmor noted that there was no reportable action from Closed Session.

PUBLIC PRESENTATIONS
None.

REPORTS OF MEMBERS AND SPECIAL COMMITTEES
None.

ADJOURNMENT
The meeting as adjourned at 8:27 PM.

A motion was made by Councilmember Becker, seconded by
Councilmember Chahal, to adjourn the meeting.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Vice Mayor Jain, Councilmember Becker, and Mayor Gillmor
7 -
The next regular scheduled meeting is on Tuesday, June 21, 2022 in the City Hall Council Chambers.

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06/20/2022Special City Council Meeting Meeting Minutes
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.

Page 3 ends

MEETING DISCLOSURES
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-29 Agenda Date: 10/18/2022

REPORT TO COUNCIL

SUBJECT
Board, Commissions and Committee Minutes

COUNCIL PILLAR
Enhance Community Engagement and Transparency

RECOMMENDATION
Note and file the Minutes of:

Downtown Community Task Force - May 20, 2021
Downtown Community Task Force - June 17, 2021
Downtown Community Task Force - August 18, 2022
Audit Committee - March 14, 2022
Cultural Commission - August 1, 2022
City of Santa Clara Printed on 10/14/2022Page 1 of 1
powered by Legistar™
City of Santa Clara
Meeting Minutes
Downtown Community Task Force
Draft
6:00 PM Zoom Webinar05/20/2021
Pursuant to the provisions of California Governor’s Executive Order N-29-20, issued on March 17, 2020, to prevent the spread of COVID-19, the City of Santa Clara has implemented the following method for the public to participate remotely:

Via Zoom:
o https://santaclaraca.zoom.us/j/91975789377
Meeting ID: 919 7578 9377 or
o Phone: 1(669) 900-6833

CALL TO ORDER AND ROLL CALL
The DCTF Chair, Adam Thompson called the meeting to order at 6:06 p.m.

Adam Thompson, Dan Ondrasek, Rob Mayer, Debra von Huene, Ana Vargas-Smith , Mathew Reed, Butch Coyne, and Chan Thai
Present 8 -
Atisha VarshneyAbsent 1 -
A motion was made by Member von Huene to excuse Member
Varshney from the meeting. The motion was seconded by Member Coyne.

Aye: Thompson, Ondrasek, Mayer, von Huene, Vargas-Smith, Reed, Coyne, and Thai
8 -

Absent: Varshney1 -

CONSENT CALENDAR
There were no items.

GENERAL BUSINESS

1. Discussion on implementation topics for the Downtown Precise Plan.

Page 1 ends

05/20/2021Downtown Community Task Force Meeting Minutes

2. Theater Anchor Discussion - Market Conditions, Land & Building Requirements, Constraints, and Operations

3. Discussion on the content and timing of the online Community Survey on the Preferred Land Use Framework.

PUBLIC PRESENTATIONS
Member von Huene made an announcement regarding the Franklin Forward initiative. A community survey is posted on their website. A zoom meeting on the topic will be held on June 8, 2021. See their website for details: https://www.franklinfwd.org/

ADJOURNMENT
A motion was made by Vice Chair Ondrasek, and seconded by Member Coyne to adjourn the meeting at 8:29 p.m.

The next meeting is scheduled for Thursday, June 17, 2021 at 6 p.m.

Aye: Thompson, Ondrasek, Mayer, von Huene, Vargas-Smith, Reed, Coyne, and Thai
8 -
Excused: Varshney1 -

Page 2 ends

05/20/2021Downtown Community Task Force Meeting Minutes 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.

Page 3 ends

City of Santa Clara
Meeting Minutes
Downtown Community Task Force
Draft
6:00 PM Zoom Webinar06/17/2021
Pursuant to the provisions of California Governor’s Executive Order N-29-20, issued on March 17, 2020, to prevent the spread of COVID-19, the City of Santa Clara has implemented the following method for the public to participate remotely:

Via Zoom:
o https://santaclaraca.zoom.us/j/91975789377
Meeting ID: 919 7578 9377 or
o Phone: 1(669) 900-6833

CALL TO ORDER AND ROLL CALL
The DCTF Chair, Adam Thompson, called the meeting to order at 6:00 p.m.

Adam Thompson, Dan Ondrasek, Rob Mayer, Ana Vargas-Smith , Mathew Reed, Butch Coyne, Atisha Varshney, and Chan Thai Present 8 -
Debra von HueneAbsent 1 -
A motion was made by Vice Chair Ondrasek to excuse Member von Huene. The motion was seconded by Member Varshney.

Aye: Thompson, Ondrasek, Mayer, Vargas-Smith, Reed, Coyne, Varshney, and Thai
8 -

Absent: von Huene1 -

CONSENT CALENDAR
A motion was made by Member Coyne and seconded by member Varshney to approve the consent calendar.

Aye: Thompson, Ondrasek, Mayer, Vargas-Smith, Reed, Coyne, Varshney, and Thai
8 -
Excused: von Huene1 -

Page 1 ends

06/17/2021Downtown Community Task Force Meeting Minutes

1. 21-731 Downtown Community Task Force (DCTF) Meeting Minutes of the May 20, 2021 Meeting.

Recommendation: Approve the DCTF Meeting Minutes of the May 20, 2021 Meeting

GENERAL BUSINESS

2. 21-746 Acceptance of the Preferred Land Use Plan for the Downtown Precise Plan.

Recommendation:

Accept the Preferred Land Use Plan for the Downtown Precise Plan.

A motion was made by Member Reed, seconded by Member
Varshney, to approve the Staff Recommendation. The motion carried by the following vote:

Aye: Thompson, Ondrasek, Mayer, Vargas-Smith, Reed, Coyne, Varshney, and Thai
8 -
Excused: von Huene1 -

3. 21-831
Placemaking Workshop activity for the DCTF members facilitated by the Downtown Precise Plan consultant, WRT
The DCTF provided feedback on draft concepts, alternatives, and features desired in the Precise Plan Area, which will be used to shape the content of the draft Precise Plan. The consultant introduced concepts for placemaking elements including streets and public spaces, retail, culture, activation, and buildings and the DCTF provided their thoughts on each element.

PUBLIC PRESENTATIONS
Member Vargas-Smith made an announcement for a dinner and auction fundraiser for the Parade of Champions inviting all who were present at the meeting. The fundraiser is to be held on July 9, 2022 at 5:30 pm. at the SES Hall.
- Jonathan Evans commented that the City needs an updated Santa Clara Station Area Plan. Can the City property in Downtown be excluded from Surplus Land Act like the street vacation from the 500 Benton Street project?
- Members Varsheny and Vargas-Smith spoke about a public activation effort in Downtown called Franklin Forward and a survey that is posted on the initiatives website.

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06/17/2021Downtown Community Task Force Meeting Minutes

ADJOURNMENT
A motion was made by Member Vargas-Smith, and seconded by Vice Chair Ondrasek to adjourn the meeting at 8:54 p.m.

The next meeting is scheduled for Thursday, July 15, 2021 at 6 p.m.

Aye: Thompson, Ondrasek, Mayer, Vargas-Smith, Reed, Coyne, Varshney, and Thai
8 -
Excused: von Huene1 -

Page 3 ends

06/17/2021Downtown Community Task Force Meeting Minutes 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.

Page 4 ends

City of Santa Clara
Meeting Minutes
Downtown Community Task Force
Draft
6:00 PM Zoom Webinar08/18/2022
Pursuant to California Government Code section 54953(e) and City of Santa Clara Resolution 22-9087, the Downtown Community Task Force 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:
https://santaclaraca.zoom.us/j/91975789377
Meeting ID: 919 7578 9377 or
By Phone:
1(669) 900-6833

CALL TO ORDER AND ROLL CALL
The DCTF Chair, Adam Thompson called the meeting to order at 6:08 p.m.

Adam Thompson, Dan Ondrasek, Rob Mayer, Debra von Huene, Ana Vargas-Smith , Butch Coyne, Atisha Varshney, and Chan Thai Present 8 -
Mathew ReedAbsent 1 -
A motion was made by Vice Chair Ondrasek to excuse Member Reed from the meeting. The motion was seconded by Member Coyne.

Aye: Thompson, Ondrasek, Mayer, von Huene, Vargas-Smith, Coyne, Varshney, and Thai
8 -

Absent: Reed
1 -

CONSENT CALENDAR
A motion was made by Member von Huene and seconded by Vice Chair Ondrasek to approve the consent calendar.

Aye: Ondrasek, von Huene, Vargas-Smith, Coyne, Varshney, and Thai6 -

Page 1 ends

08/18/2022Downtown Community Task Force Meeting Minutes Excused: Reed
1 -
Abstained: Thompson, and Mayer2 -

1. 22-1050 Downtown Community Task Force (DCTF) Meeting Minutes of the June 16, 2022 Meeting
Recommendation: Approve the DCTF Meeting Minutes of the June 16, 2022 Meeting.

GENERAL BUSINESS

2. 22-1056 Review of the draft Scope of Work for the City Hall Relocation Study Recommendation: There is no staff recommendation.

The DCTF discussed and provided comments to staff on the draft scope of work for the City Hall Relocation Study. The scope of work and consultant contract amendment are scheduled to be presented to the City Council in October 2022.

PUBLIC PRESENTATIONS
Mary Grizzle commented that the we should look to how city halls will be used in the future, in particular space for public presentation and access to the facility.

ADJOURNMENT
A motion was made by Member Mayer, and seconded by Vice Chair Ondrasek to adjourn the meeting at 7:32 p.m..

The next meeting is scheduled for Thursday, September 15, 2022 at 6 p.m.

Aye: Thompson, Ondrasek, Mayer, von Huene, Vargas-Smith, Coyne, Varshney, and Thai
8 -
Excused: Reed
1 -

MEETING DISCLOSURES

Page 2 ends

08/18/2022Downtown Community Task Force Meeting Minutes 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.

Page 3 ends

City of Santa Clara
Meeting Minutes
Audit Committee
Draft
3:30 PM Virtual Meeting03/14/2022
Pursuant to California Government Code Section 54953(e) and City of Santa Clara Resolution 22-9058, the Audit Committee 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:

Join from a PC, Mac, iPad, iPhone or Android device:

Please click this URL to join: https://santaclaraca.zoom.us/j/99199624617 Webinar ID: 991 9962 4617
Or join by phone:

US: +1 669 900 6833

CALL TO ORDER AND ROLL CALL
Chairperson Park called the meeting to order at 3:32 P.M.

Kevin Park, Kathy Watanabe, and Suds JainPresent 3 -

CONSENT CALENDAR

1. 22-347 Audit Committee Minutes
Recommendation: Approve the Audit Committee minutes of November 30, 2021.

A motion was made by Member Jain, seconded by Member
Watanabe, to approve staff recommendation. The motion carried by the following vote:

Aye: Park, Watanabe, and Jain3 -

PUBLIC PRESENTATIONS
None.

GENERAL BUSINESS

Page 1 ends

03/14/2022Audit Committee Meeting Minutes

2. 22-348 Overview of the Single Audit Report for Fiscal Year Ended June 30, 2021 Recommendation: Accept the Single Audit Report for Fiscal Year Ended June 30, 2021 and recommend that the reports are forwarded to note and file to the full Council at the March 22, 2022 Council and Authorities Concurrent meeting .

A motion was made by Member Jain, seconded by Member
Watanabe, to approve staff recommendation. The motion carried by the following vote:

Aye: Park, Watanabe, and Jain3 -

ADJOURNMENT
Chairperson Park adjourned the meeting at 3:53 P.M.

A motion was made by Member Jain, seconded by Member
Watanabe, to adjourn the meeting. The motion carried by the following vote:

Aye: Park, Watanabe, and Jain3 -
Future Audit Committee Meetings will be scheduled at a later date.

Page 2 ends

03/14/2022Audit Committee Meeting Minutes
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.

Page 3 ends

City of Santa Clara
Meeting Minutes
Cultural Commission
Draft
7:00 PM Virtual Meeting08/01/2022
Pursuant to California Government Code Section 54953(e) and City of Santa Clara Resolution 22-9124, the Cultural 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/98272283531
Webinar ID: 982 7228 3531
Or join by phone: 1-669-900-6833

CALL TO ORDER AND ROLL CALL
Chair Diaz called the meeting to order at 7:05 p.m. in honor of Muslim Awareness and appreciation month.

Commissioner Siddarth Sundaram, Commissioner Debra von Huene, Chair Candida Diaz, and Commissioner Jonathan Marinaro
Present 4 -
Vice Chair Louis Samara, Commissioner Paul McNamara, and Commissioner Jennifer Vega
Absent 3 -

CONSENT CALENDAR

1.A 22-1127 Cultural Commission Regular Meeting Minutes of August 1, 2022 Recommendation: Approve the Cultural Commission Regular Meeting Minutes of August 1, 2022
A motion was made by Commissioner von Huene, seconded by Commissioner Sundaram, that this item be approved. The motion passed with the following vote:

Aye: Commissioner Sundaram, Commissioner von Huene, Chair Diaz, and Commissioner Marinaro
4 -

Absent: Vice Chair Samara, Commissioner McNamara, and Commissioner Vega
3 -

Page 1 ends

08/01/2022Cultural Commission Meeting Minutes

PUBLIC PRESENTATIONS
None.

GENERAL BUSINESS

Page 2 ends

08/01/2022Cultural Commission Meeting Minutes

2. 22-880 Discussion and Development of Cultural Commission Work Plan Goals and Activities for FY 2022/23
Recommendation: Develop and recommend Cultural Commission work plan goals and activities for FY 2022/23.

Vice Chair Samara joined the meeting at 7:18 p.m.

Commissioners reported the following updates to the Cultural Commission Work Plan Goals for FY 2022/23.

Goal #1-Host and enhance multicultural events to encourage and acquaint Santa Clara residents with cultural diversity.

Chair Diaz mentioned that the concerts were amazing. The Live Oak Concert had an estimated 1,000 people in attendance. She stated it was an excellent event. North side community would like to see a second concert for next year. The Pavilion felt small and discussion was made about possibly moving it to the Meadow to provide more movement.

Pavilion has a built in stage. Stage would be an additional expense. The Commission will continue to explore options for next year. Sponsor revenue could offset the price of the stage.

Commissioner Samara mentioned the Street Dance is Aug. 5.

Commissioner Samara mentioned that all commissioners should try to attend and be present at the information booth and check in with the sponsors. Only one business in Franklin Square will be providing food, besides the food trucks and food cart. Commissioner Marinaro will check in with the Post Office and businesses about the Street Dance. For next year, more fliers should be distributed and posted to the businesses. There will also be two additional concerts after the Street Dance.

Sponsors have been pleased with the concerts.

Goal #2-Develop and encourage interactive, art opportunities to provide temporary, performing, cultural, and public art in the City.

Utility Boxes
-submissions were reviewed.10 submissions. Chair Diaz,
Commission von Huene and Vice-Chair Samara evaluated the submissions. Winners and locations have been determined. Chair Diaz shared a presentation on the winners, locations and the photos of the boxes.

Chair Diaz mentioned that sponsorships were obtained for the concerts:

Patelco, CEFCU, Stretch Lab and Row House. $5,000 total was brought in from sponsorships.

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08/01/2022Cultural Commission Meeting Minutes
Commissioner Marinaro suggested getting a sponsorship for Home Decorating Contest signs.

$45,880 budgeted for current programming. Balance is $2,258.

Goal #3-Raise visibility of commemorative months.

Commissioner von Huene would like to promote monthly
commemorative months through special events, outreach and social media to raise awareness and cultural competency. Commission decided not to re-do the coloring book this year.

Commission decided to bring copies of the coloring book and crayons to the Street Dance. Pages have been shared through City news channels.

Hispanic Heritage month will be represented at Art & Wine with a Latin band and the Oct. band for the Concert series. Commissioner Samara will look into dance companies for lessons.

Both items will be added to the work plan under Commemorative months.

Goal #4-Enhance communication and media strategy to increase community awareness of the Cultural Commission.

Commission decided to remove objective #1 since it is included in other sections of the Work Plan.

It was discussed to report to Council in October.

Goal #5-Prepare for Citywide Arts Master Plan Process.

Commission will apply for the grant in August 2023. Begin work in January 2023.

Proposed 5000 square ft. Art Center on Patrick Henry Drive is moving forward. Public Outreach process to see what programming the public wants to design the space. The Commission will be involved in the input and outreach of the project. Art Walk would be included and added to Goal #5.

A motion was made by Commissioner von Huene, seconded by Commissioner Marinaro, to approve the six (6) winners for the Utility Box Art Contest.

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08/01/2022Cultural Commission Meeting Minutes

Aye: Commissioner Sundaram, Vice Chair Samara, Commissioner von Huene, Chair Diaz, and Commissioner Marinaro
5 -

Absent: Commissioner McNamara, and Commissioner Vega2 -

STAFF REPORT
Recreation Manager,Castro reported that City staff is preparing for the Art & Wine Festival. The Festival App is new for this year. Festival will include two stages of entertainment and many non-profit opportunities. She mentioned that Street Dance will consist of Sister Cities serving beer and wine, Home Kitchen's Pho, three (3) Food Trucks and the Cruising Cafe.

Set up will start at 2 p.m. Commissioners should arrive at 5:30 p.m. She also stated that fall registration began for programs.

COMMISSIONERS REPORT
Commissioner von Huene enjoyed the concerts and seeing the community come together.

On July 9, she attended the well attended Los Altos Art and Wine Festival and had an enjoyable time. She stated she is looking forward to the Santa Clara Art & Wine Festival.

Commissioner Marinaro
Opera of San Jose was amazing and he has attended concerts at Levi's Stadium. He stated he just saw Red Hot Chili Peppers.

ADJOURNMENT
A motion was made by Commissioner Marinaro, seconded by Commissioner, Sundaram, that the meeting be adjourned at 8:06 p.m.

Aye: Commissioner Sundaram, Vice Chair Samara, Commissioner von Huene, Chair Diaz, and Commissioner Marinaro
5 -

Absent: Commissioner McNamara, and Commissioner Vega2 -

MEETING DISCLOSURES

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08/01/2022Cultural Commission Meeting Minutes
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.

Page 6 ends

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-375 Agenda Date: 10/18/2022

REPORT TO COUNCIL

SUBJECT
Overview of the City Auditor’s Office Semi-Annual Status Report as of September 30, 2022

COUNCIL PILLAR
Enhance Community Engagement and Transparency and Ensure Compliance with Measure J and Manage Levi’s Stadium

BACKGROUND
On September 30, 2022, the Audit Committee took action to accept the City Auditor’s Office Semi- Annual Status Report as of September 30, 2022 and referred the reports for note and file to the full Council at the October 18, 2022 Council and Authorities Concurrent meeting.

Per Section 900 of the City Charter, the City Auditor’s duties and responsibilities include conducting in-depth financial and performance audits, overseeing the City’s performance management system, auditing and approving all bills, invoices, payrolls, demands or charges against the City government before payment and, with the advice of the City Attorney, making reports to the City Council as to the regularity, legality and correctness of such claims, demands or charges. The City Auditor’s Office conducts its work under the auditing standards prescribed by the Institute of Internal Auditors (IIA).

The IIA International Standards for the Professional Practice of Internal Auditing (Standards) requires the City Auditor’s office to periodically report to the City Council on the internal audit activity’s performance relative to the Audit Work Plan.

DISCUSSION
In accordance with the adopted Internal Audit Charter, the City Auditor’s office prepares an annual work plan and issues semi-annual reports to the City Council describing the status and progress towards completion of the work plan. The Semi-Annual Status Report (Attachment 1) summarizes reports issued, other activities, assignments in process, and the status of the work plan.

The Audit Manager and staff met with the City Council Audit Committee on September 30, 2022.

Present were Committee members Watanabe, Jain, and Park. During the Committee meeting, the Audit Manager provided a status update on the projects in the work plan and responded to Committee member questions. The Audit Committee accepted the Semi-Annual Status Report presented at the Committee meeting and recommended that the City Council note and file the reports at the October 18, 2022 Council meeting.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environment Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(a)(4) in that it is a fiscal activity that does not involve any commitment to any specific project which may result in a City of Santa Clara Printed on 10/14/2022Page 1 of 2
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22-375 Agenda Date: 10/18/2022
potential significant impact on the environment.

FISCAL IMPACT
The staff and the external auditor costs associated with the audit and financial reports production are included in the annual appropriations.

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

RECOMMENDATION
Note and file the City Auditor’s Office Semi-Annual Status Report as of September 30, 2022 as recommended by the Council Audit Committee.

Reviewed and Approved by: David Noce, Audit Manager

ATTACHMENTS

1. Semi-Annual Status Report as of September 30, 2022
City of Santa Clara Printed on 10/14/2022Page 2 of 2
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Semi-Annual Audit Status Report – Fiscal Year 2022/23
As of September 30, 2022

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OVERVIEW

The mission of the City Auditor’s Office is to promote honest, efficient, effective, and fully accountable city government through accurate, independent, and objective audits. We conduct performance audits and reviews of City departments, programs, and services. We provide oversight of external auditors regarding the City’s annual financial audit, single audit, annual compliance review with the City’s Investment Policy, performance audits and related financial audits.

The Audit Committee and City Council approve a flexible annual Audit Work Plan with a risk- based methodology. The most recent Semi-Annual Status Report (as of June 30, 2021) was delivered to the Audit Committee in September 2021. The internal audit work has had some delays due to internal staff availability and contracted audit firms scheduling issues.

The Auditor’s Office also would like to formalize the the semi-annual reporting timeline to the Audit Committee, to align with the September and March meeting dates, where other financial reporting requirements already trigger Audit Committee meetings. For the current reporting period, the Auditor’s Office will also come before the Committee in December of 2022 to review and seek approval of additional audit work that is recommended as part of the Citywide risk assessment project. This will set the Annual Audit Work Plan for calendar year 2023.

This Semi-Annual Audit Status Report summarizes the status of items from the previously approved Annual Audit Workplan and includes other items that have been proposed for review.

ACTIVITY HIGHLIGHTS – PERIOD ENDING SEPTEMBER 30, 2022:

 Completed a review of the City’s Conference and Travel Policy. Changes were made to bring the City into compliance with GSA guidelines and strengthen controls around pre- travel approvals as well as clarify previously inconsistent language.

 “Launched Speak Up Santa Clara” the City’s whistleblower hotline for employees to report anything related to fraud, waste, and abuse or other areas of concern they feel the Auditor’s Office needs to know about. The hotline was authorized in relation with the Fraud, Waste, and Abuse Policy that was also approved by Council during this reporting period.

 Over the previous year, the Auditor’s Office staff has placed an emphasis on training related to internal audit functions and have attended a number of training events offered by the Institute of Internal Auditors (IIA) and the Association of Local Government Auditors (ALGA) to strengthen core internal audit skills.

 Completed the procurement of Maze & Associates to perform the annual external financial audit and Single Audit of federal funds for the City for a period of five years.

City of
Santa Clara
The Center of What's Possible

Audit Status Report – Fiscal Year 2022/23 As of September 30, 2022 (continued)

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ASSIGNMENTS COMPLETED SINCE PREVIOUS STATUS REPORT

The following table lists completed assignments from the previous Audit Work Plan:

Project Name Project Description Start
Date
(1)
Status Issuance /
Completion
Date

1. Fraud, Waste, and
Abuse Policy
(Fraud Policy)
The Policy sets out policies and procedures to encourage and facilitate the reporting of fraud, waste, or abuse and any other questionable practices.

June 2021 Completed January 2022

2. Update of the City’s
Travel Policy
The City Auditor’s Office reviewed the City Travel Policy to define the City’s expectations regarding employees
who travel in connection with their work responsibilities.

The update brings the policy in line with US General
Services Administration (GSA) guidelines and clears up
previous inconsistencies.

June 2021 Completed July 2022

3. Annual Review of
Internal Audit
Charter
The City Auditor’s Office reviewed the Internal Audit
Charter in conjunction with its ongoing citywide risk
assessment project and determined no revisions were
necessary at this time. Charter is reviewed annually, and any proposed revisions are subject to review and
approval by the Audit Committee.

June 2021 Completed June 2022

4. Fraud, Waste, and
Abuse - Whistle
Blower Hotline
The City has retained a third-party vendor to provide a comprehensive solution for employees to report any
concerns related to fraud, waste, or abuse. This function provides continuous monitoring of any issues raised and provides a case management platform to track reported
issues and produce statistical reporting which will help inform areas of focus for future audit plans.

June 2021 Completed September 2022

5. Annual External
Financial Audit and
Single Audit for the
City (contracted
audit service)
The City Charter requires an annual external audit of the City’s financial transactions to be performed by an
independent certified public accountant. The City
Auditor’s Office administers the audit contract and works with the Finance Department and the external audit firm to coordinate this effort.

June 2021 Completed December 2021
Audit Status Report – Fiscal Year 2022/23 As of September 30, 2022 (continued)

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Project Name Project Description Start
Date(1)
Status Issuance /
Completion
Date

6. Annual External
Financial Audit for
the Stadium
Authority
(contracted audit
service)
The Santa Clara Stadium Authority (Stadium Authority),
the Stadium Funding Trust, and Goldman Sachs Bank
USA entered into a Credit Agreement on June 19, 2013
to finance the stadium. Section 5.1(a) of the Credit
Agreement requires that the Stadium Authority Annual
Financial Statements be audited by independent certified public accountants within 180 days after the end of each fiscal year. The City Auditor’s Office administers the audit contract and works with the Finance Department
and the external audit firm to coordinate this effort.

June 2021 Completed September 2022

ASSIGNMENTS IN PROCESS:

The following table lists all Assignments in Process from the previous Audit Work Plan:

Project Name Project Description Start
Date
(1)
Status Issuance/
Completion
Date

7. Review of Financial
Procedures and
Controls for the
Santa Clara Stadium
Authority (contracted
service)
Review past Construction Fund and Public Safety
transactions and provide feedback on the allocation of
staff charges. Contracted to JS Held. This report was just received by the Auditor’s Office and will be presented at the next Committee meeting in December 2022.

June 2021 In Process

October 2022

8. Audit of the 2019
College Football
Playoff National
Championship Game
(contracted audit
service)
An analysis of the revenue and expense classification and review of the completeness of the supporting documents
for the 2019 College Football Playoff game. Contracted to The PUN Group. This had been delayed due to a need
for a non-disclosure agreement between MANCO and
The PUN Group as well as contractual and staffing issues that had to be addressed with the time extension of the PUN Group contract. The PUN Group has identified the
staff resource needed and has communicated to MANCO
the documentation they require finish the review.

June 2021 In Process December 2022
Audit Status Report – Fiscal Year 2022/23 As of September 30, 2022 (continued)

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Project Name Project Description Start
Date(1)
Status Issuance/
Completion
Date

9. Annual Risk
Assessment and
Development of
Internal Audit Annual
Workplan
The City Auditor’s Office is to perform an annual risk
assessment as required by internal audit standards to
identify and prioritize the potential audit subjects for the Audit Work Plan. The annual workplan is designed to
improve the effectiveness of risk management, internal
controls, and governance processes. The City contracted with Baker Tilly, Inc. to perform the assessment. They are a nationally respected firm with many municipal internal audit clients. The initial data gathering, and interviews have recently completed, and a draft of both the risk
assessment report and proposed annual audit work plan
are in process.

June 2021 In Process December 2022

10. Semi-Annual Audit
Status Report
The City Auditor’s Office prepares and issues semi-
annual status and progress update reports on the
approved audit assignments in the audit work plan. The
staff also reports on any changes (e.g. assignment
addition or deletion) to the audit work plan.

June 2021 In Process September
2022 &
December 2022

11. Annual Audit
Recommendation
Status Report
The City Auditor’s Office tracks audit recommendations
and issues reports on the implementation status of all
open audit recommendations. The staff also meets with
the auditee to discuss the progress of the audit
recommendations.

June 2021 In Process December 2022

12. City Auditor’s Cash
Disbursement Audit
The City Charter requires the City Auditor to audit and approve bills, invoices, payrolls, demands or charges
against the City before payment.

June 2021 In Process December 2022
Audit Status Report – Fiscal Year 2022/23 As of September 30, 2022 (continued)

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Project Name Project Description Start
Date(1)
Status Issuance/
Completion
Date

13. Internal Audit Annual
Work Plan
The City Auditor is responsible for developing an annual internal audit work plan based on the results of an annual citywide risk assessment designed to improve the
effectiveness of risk management, internal control, and governance processes.

The annual work plan is presented to the Audit Committee to recommend to the City Council for approval, which is required prior to the start of any audit work.

June 2021 In Process December 2022

14. Annual Continuing
Education Training
The City Auditor’s Office is committed to attending regular continuing professional education (CPE) training and
maintaining a minimum of 40 CPE hours a year for each
staff.

June 2021 In Process Ongoing

ASSIGNMENTS NOT YET STARTED:

The following table lists all Assignments Not Yet Started as of September 30, 2022 for the current Audit Work Plan:

Project Name Project Description Start
Date
(1)
Status Projected
Issuance /
Completion
Date

15. Review of Financial
Procedures and
Controls for the
Santa Clara Stadium
Authority (contracted
service)
Staff has asked the City Auditor’s Office to provide
advice on several policies, procedural and internal
control issues for the Stadium Authority. Proposed
reviews include:
 Analyzing the Stadium Authority’s review
procedures for Non-NFL Event revenues and
provide feedback on procedure and control
issues, if any.
 Reviewing the Stadium Authority Financial
Reporting Policy with staff and external auditors
and providing feedback on best practices
June 2021 Deferred until
the SCSA
implements
the new
financial
management
system.

Spring 2023

Audit Status Report – Fiscal Year 2022/23 As of September 30, 2022 (continued)

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Project Name Project Description Start
Date(1)
Status Projected
Issuance /
Completion
Date

16. Performance Audit of
Vendor Master File
and 1099 Reporting
The purpose of this audit is to assess and evaluate
whether the City has adequate controls regarding its
master vendor file setup and if the City is effectively monitoring and maintaining its vendor information.

This audit has been deferred due to conflicts of interest with current audit staff having been in accounting
operations. We plan to co-source this audit with an
external CPA firm.

June 2021 Per IIA
Standards,
project has to
wait until at
least a year
has passed
since current
audit staff
was in
operations.

Summer 2023

17. Citywide Fraud Risk
Assessment
(contracted service)
This is a citywide fraud risk assessment for all the
departments including utility departments. This is
separate from the annual Citywide risk assessment. An
RFP is planned for early 2023 after the Citywide risk
assessment has been completed.

June 2021 Pending Summer 2023

18. Review of SCSA net
income related to
Non-NFL events.
(NEW - contracted
audit service)
The City Auditor’s Office originally contracted with JS Held to perform a review of the year-end net income for Non-NFL events for a three-year period. Amendment #3
of this contract has been approved to allow for additional reviews. The review is to identify reasons for the
differences in overall net income versus the sum of net income for individual events, while also determining if revenues and expenditures for each event were
recorded accurately.

June 2021 Pending Spring 2023
Notes:
(1) The start date column indicates the period where the project was either re-started from the original work plan (June 2021) after the Auditor’s Office was staffed again, or the date where new projects were added to the audit work plan.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-965 Agenda Date: 10/18/2022

REPORT TO COUNCIL

SUBJECT
Action on a Task Order for Professional and Technical Services for PeopleSoft Enhancements and Configurations with CherryRoad Technologies

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City of Santa Clara (City) uses PeopleSoft v9.2 Human Capital Management (HCM) and Finance applications in support of various finance, human resource (HR), benefits, accounting, payroll, and purchasing functions. The City also uses Questica and NeoGov to manage budgeting and recruiting, respectively. An internal working group consisting of the Finance, Human Resources, and Information Technology Departments have prioritized over 70 needed improvements to the PeopleSoft system in order to improve and develop enhanced capacities and business processes. Several efforts over the past two years have been underway to address system needs. A quick summary of ongoing and future efforts is described below in this section.

In an effort to address some of the top improvement priorities, on July 13, 2020, Council approved a Request for Proposals (RFP) process to pre-qualify consultants for various as-needed PeopleSoft initiatives (RTC 20-641) as included in Attachment 3. The process resulted in nine master agreements for as-needed professional and technical services. The consultants selected were:

CherryRoad Technologies, Ciber Global Tech, Deloitte Consulting, Graviton Consulting Services, Highstreet, Kastech Software Solutions Group, PRJ Consulting, Smart ERP Solutions, and SpearMC Management Consulting. In addition, Council approved the delegation of authority to the City Manager for the execution of task orders not-to-exceed $250,000 for the various PeopleSoft initiatives.

The City currently has several PeopleSoft improvements underway with Kastech Software Solutions Group. Some enhanced improvements that are expected with the result of this engagement include full development of the accounts receivable module, modifications to several accounts payable and payroll business processes, and incorporation of capital fixed assets into the PeopleSoft system.

In early 2022, City staff solicited and reviewed proposals for improvements to the human resources and payroll processes and modules. With this report, staff recommends the award of a task order to CherryRoad Technologies. Because the task order exceeds the $250,000 Council-approved delegated authority to the City Manager, staff is requesting additional authority for the City Manager to approve the task order award.

In addition, a subsequent project planned for the upcoming fiscal year includes a full upgrade of the City of Santa Clara Printed on 10/14/2022Page 1 of 3
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22-965 Agenda Date: 10/18/2022
PeopleSoft System for improvements and addressing end of life technology including servers, database and the PeopleSoft application.

DISCUSSION
Staff identified several enhancements and configurations to the HR and Payroll modules of PeopleSoft. Many of these processes are currently performed or calculated separately outside of the human resources and payroll system.

The following six tasks were identified:

1. Automation of ongoing Fair Labor Standards Act (FLSA) calculations as well as retroactive FLSA pay

2. Configuration to PeopleSoft to calculate retroactive pay due to merit increases, Cost of Living Adjustments (COLA), and out of class pay

3. Configuration to PeopleSoft to establish a deduction cap on CalPERS wages

4. Configuration to approval workflow in the time entry module

5. Review the current payroll process for check issuance and provide recommendations to configure void transactions and check reissuances

6. Automation of the benefit enrollment, benefit administration and eBenefit modules Request for proposals were sent to all of the pre-qualified consultants and the City received three responses as follows:

1. CherryRoad Technologies

2. Kastech Software Solutions Group

3. Smart ERP Solutions
An evaluation team with representation from the Finance and Information Technology Departments ranked the proposals based on experience and proposed project approach and timeline. All three proposers were asked to participate in oral interviews. The top two proposers were selected for a second round of interviews with staff from Finance, Human Resources and Information Technology Departments.

Staff recommends award of Task Order 22.1 (Attachment 1) to CherryRoad Technologies, with a not to exceed cost of $407,000, as the best value proposal. They demonstrated superior experience providing professional and technical services for Payroll and HR modules. CherryRoad also demonstrated specific experience with public sector organizations in California which is critical for the implementation success of these task orders. If approved, the project would start later this calendar year and be completed by mid-2023.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” with the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15061 as it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. it

FISCAL IMPACT
The maximum cost to complete the six tasks identified in Task Order 22.1 is $407,000. The Finance and Human Resources Management Systems (FHRMS) Update Project budgeted in the General City of Santa Clara Printed on 10/14/2022Page 2 of 3
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22-965 Agenda Date: 10/18/2022
Government Capital Fund in the Fiscal Year 2022/23 Adopted Capital Budget has sufficient funding for this contract and no further budget action is required.

COORDINATION
This report has been coordinated with the Human Resources and Information Technology Departments and the City Attorney’s Office.

RECOMMENDATION
Authorize the City Manager to negotiate and execute Task Order No. 22.1 with CherryRoad Technologies for professional and technical services for PeopleSoft Human Capital Management Enhancements and Configurations in the amount of $407,000.

Reviewed by: Kenn Lee, Director of Finance
Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. Task Order 22.1 with CherryRoad Technologies

2. Executed Agreement with CherryRoad Technologies

3. RTC 20-641
City of Santa Clara Printed on 10/14/2022Page 3 of 3
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Consultant: CherryRoad Technologies, Inc.

Task Order No.: 22.1

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EXHIBIT D

TASK ORDER FORM

Cover Page

1. Approved Task Order No.: 22.1

2. Consultant’s Name: CherryRoad Technologies, Inc.

3. Project Name: HR Payroll and FLSA

4. Project Location: City Hall and Remote

5. The Consultant and the City will implement this Approved Task Order in accordance with the executed Agreement, this cover page and Attachments “A” (Tasks), “B” (Project Staffing), “and “C” (Initial Project Plan) which are incorporated herein by references.

6. Budget/Fiscal:
a. Previously Approved Compensation for Task Orders: $ 0 b. Maximum Task Order Compensation for this Approved Task Order: $ 407,000 c. Total Approved Compensation for Task Orders (1) (6.a + 6.b): $ 407,000

7. Department/Analyst
Approval:

Date: __________

8. Consultant Approval:

Date: __________

9. Department Director
Approval:

Date: __________

Dated:

Rajeev Batra
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
Consultant: CherryRoad Technologies, Inc.

Task Order No.: 22.1

ATTACHMENT A: TASKS
The Consultant shall provide the services and deliverables set forth in this Attachment A. The Consultant shall provide all services and deliverables required by this Attachment A to the satisfaction of the City’s contract administrator.

Prior to any task beginning the City will interview with Consultant’s proposed staff for each task. Only City approved Consultant staff will be allowed to work on the City’s project. Once Consultant staff has been assigned to a task on the City’s project they may not be removed from the assignment unless in the event they are no longer employed with Consultant.

The City may request to replace a Consultant’s staff from the City’s project at any time. Consultant shall comply immediately with the request and provide a new person for the City to interview for replacement.

The Scope of Services, including the below scope of services herein and Consultant’s proposal response provide context, supplemental information, and are incorporated by reference to the extent not inconsistent with the Task Order 22.1.

General Description of Project for which Consultant will Provide Services:

To setup PeopleSoft HCM 9.2 with the following tasks:

Task No. 1: Review current payroll and benefit setup and provide recommendations to automate the ongoing FLSA calculations as well as retro FLSA pay

Consultant will complete the tasks below including Consultant attendance at meetings with City staff.

A. Services: Evaluate the City PeopleSoft HCM setup for FLSA pay. Setup FLSA pay function.

Test and confirm that FLSA adjustment pay is in accordance to the applicable laws and policies.

B. Deliverable: FLSA adjustments are calculated and paid in PeopleSoft.

C. Completion Time: with whichever one of the following time is marked:

On or before the following date: April 28, 2023 (with a start date of October 31, 2022) On or before ____ Business Days from
_____________________________________.

D. Overview/Scope:

1. Review pay calendars and setup FLSA period calendars for multiple schedules (40-hour, Fire per shift, Police, Alternate Work Schedule (AWS) Monday, AWS Wednesday, AWS Friday or other schedules as defined by City of Santa Clara).

Consultant: CherryRoad Technologies, Inc.

Task Order No.: 22.1

2. Review employee setup in PeopleSoft and setup FLSA required pay according to pay schedules

3. Define or allocate hours based on beginning FLSA start time and ending FLSA start time for AWS pay schedules

4. Review all earnings codes and time reporting codes to determine whether they should be included in the FLSA calculation

5. Recommend and implement a more efficient setup of earnings codes and time reporting codes including use of HR Base Benefits and Benefits Administration modules.

6. Setup FLSA flags on each earning code subject to FLSA

7. Review, configure and confirm accuracy of current FLSA regular rate of pay tables using PeopleSoft FLSA functions according to employee’s group and FLSA schedules, with minimal customizations

8. Calculate FLSA overtime hours and amount based on employee FLSA calendar/period.

9. Calculate FLSA adjustments due by deducting amount that has been paid to employees from FLSA overtime amount (e.g. compare amount paid under MOU overtime, premiums paid)

10. Recalculate FLSA adjustments if there are any retros or schedule changes

11. Pay FLSA adjustments

12. Develop reports for payroll review and audit purposes

13. Develop FLSA report for employee views

Task No. 2: Configure PeopleSoft to calculate retroactive pay due to merit increases, COLA’s, and out of class pay

Consultant will complete the subtasks outlined below.

A. Services: Evaluate the City PeopleSoft HCM setup for retroactive pay. Setup retroactive pay function. Test and confirm that these functions pay retroactive pay correctly according to City.

B. Deliverable: Retroactive pay is calculated and paid by PeopleSoft.

A. C ompletion Time: The Consultant must complete the services and deliverables for this task in accordance with whichever one of the following time is marked:

On or before the following date: April 28, 2023 (with a start date of October 31, 2022) On or before ____ Business Days from
_____________________________________.

C. Overview/Scope

1. Review and implement retroactive pay for all earnings codes and deduction codes.

2. Determine and implement triggers for retroactive pay calculations (job data entry, additional pay data entry, deduction changes).

3. Develop and implement retroactive pay calculation processes.

4. Determine and implement pay/deductions based on correct earnings dates and pay period(s).

5. Develop reports for payroll review and audit purposes.

6. Recalculate FLSA regular rate of pay based on retroactive pay and implement adjustments in pay.

~
□
Consultant: CherryRoad Technologies, Inc.

Task Order No.: 22.1

Task No. 3: Configure PeopleSoft to establish a deduction cap on CalPERS wages

Consultant will complete the subtasks outlined below.

A. Services: Develop process for payroll system to automatically halt collection of employee and employer retirement contributions for CalPERS at a defined annual limit.

B. Deliverable: CalPERS contributions are capped at the defined annual limit automatically.

C. Completion Time: The Consultant must complete the services and deliverables for this task in accordance with whichever one of the following time is marked:

On or before the following date: December 23, 2022 (with a start date of October 31, 2022) On or before ____ Business Days from
_____________________________________.

D. Overview/Scope
There are four limits between miscellaneous and public safety employees with regards to setting an annual salary cap. These need to be updated annually and defined by CalPERS.

Employee contributions need to stop when these income caps have been met in a given pay period.

Task No. 4: Review the current time entry approval setup and configure approval workflow in the time entry module.

A. Services: Assess the current setup in PeopleSoft and determine if it can be reconfigured to have employees’ timecards automatically be in the Supervisor’s approval queue.

B. Deliverable: Establish approval workflow for the time entry module.

C. C ompletion Time: The Consultant must complete the services and deliverables for this task in accordance with whichever one of the following time is marked:

On or before the following date: March 10, 2023 (with a start date of November 28, 2022) On or before ____ Business Days from
_____________________________________.

D. Overview/Scope
Currently, the time entry approval is by time reporter group rather than the supervisor field.

Supervisors are required to search by time reporter group to pull up the employee’s time entry and approves it. As such, supervisors are required to pull up multiple time reporter groups if they have employees across different time reporter group. The City would like to establish an approval workflow for time entries based on a supervisory field. [8J
□
[8J
□
Consultant: CherryRoad Technologies, Inc.

Task Order No.: 22.1

Task No. 5: Review the current payroll process for check issuance and provide recommendations to configure void transactions and check reissuances.

A. Services: Assess the current setup in PeopleSoft and determine if it can be reconfigured to process voided checks and reissuances within Payroll.

B. Deliverable: Reconfigure the payroll module to process voids and check reissuance without compromising the tax table and setup.

C. C ompletion Time: The Consultant must complete the services and deliverables for this task in accordance with whichever one of the following time is marked:

On or before the following date: April 28, 2023 (with a start date of October 31, 2022) On or before ____ Business Days from
_____________________________________.

D. Overview/Scope
All payroll check reissuances are processed outside of the payroll process and issued through the Accounts Payable module. This creates an ongoing outstanding check list for payroll checks in PeopleSoft resulting in additional staff time to track it. The City would like to explore options within the Payroll module to process voids and reissuances.

Task No 6: Review the benefits setup and configure Benefit Administration & eBenefits modules.

A. Services: Assess the current PeopleSoft Base Benefit setup and configure Benefit Administrator & eBenefit modules.

B. Deliverable: Automate Benefit Enrollment & Event maintenance using Benefit Administrator & eBenefit.

C. C ompletion Time: The Consultant must complete the services and deliverables for this task in accordance with whichever one of the following time is marked:

On or before the following date: April 28, 2023 (with a start date of October 31, 2022) On or before ____ Business Days from
_____________________________________.

D. Overview/Scope

1. Currently the City PeopleSoft System is configured with Base Benefit module. The HR Team has to Enroll/ Terminate employee Benefits manually for Health Benefit(1X), Life and Accidental Death (2x), Savings Plan (4x), Leave Plan (5x), Flexible Spending Account (6x), and Retirement Plan (7x). The City would like to automate Benefit Enrollment using the Benefit Administration & eBenefit modules in PeopleSoft.

2. Review the current Base Benefit module configuration [8J
□
[8J
□
Consultant: CherryRoad Technologies, Inc.

Task Order No.: 22.1

• Rate Tables
• Calculation Rules
• Coverage Codes
• Deduction Code
• Benefit Plan Type
• Benefit Plan
• Benefit Program
• Ben Program Partic

3. Configure Benefit Administration module
• Define Eligibility rules & Criteria Fields.
• Define Event rules & Trigger Events.
• Setups for Open Enrollment & Event Maintenance
• Scheduling Open Enrollment
• Build Automated Benefit Programs

4. Develop and implement eBenefits module
• Configure so employees can select benefits through Employee Self Service through open enrollment or qualifying life events.
• Configure benefit changes for qualifying life events

Consultant: CherryRoad Technologies
Task Order No.: 22.1

ATTACHMENT B: STAFFING

1. City’s Contract Manager: The City’s contract manager for this Approved Task Order is:

Name: Kenn Lee Phone No.: 408-615-2344
Department: Finance Department E-mail: [email protected] Address: 1500 Warburton Ave, Santa Clara, CA 95050

2. Consultant’s Contract Manager and Other Staffing: Identified below are the following: (a) the Consultant’s contract manager for this Approved Task Order, and (b) the Consultant(s) and/or employee(s) of the Consultant who will be principally responsible for providing the services and deliverables. If an individual identified below does not have a current Form 700 on file with the City Clerk for a separate agreement with the City, and is required to file a Form 700, the Consultant must submit the required Form 700 in accordance with California Political Reform Act (Government Code Section 81000 et seq.).

Required to File Form 700?
Consultant’s Contract Manager Yes
Already
Filed (Date
Filed)
Yes
Need to
File
No
Name: Phone No.:

Address: E-mail:

Other Staffing
Name: Assignment:

1. 2.

Subconsultants: Whichever of the following is marked applies to this Approved Task Order:

The Consultant cannot use any subconsultants.

The Consultant can use the following subconsultants to assist in providing the required services and deliverables:

Consultant: CherryRoad Technologies
Task Order No.: 22.1

ATTACHMENT C: COMPENSATION TABLE

The City will compensate the Consultant for providing the services and deliverables set forth in Attachment A, and D in accordance with this Compensation Table and Attachment C.

Part 1 – Compensation for Services and Deliverables
Column 1 Column 2 Column 3 Column 4
Task Nos.
from
Attachment A
Basis of Compensation Invoice Period Compensation
1 Time & Materials Fixed Fee Monthly Completion of Task(s) Completion of Work $46,250 2 Time & Materials Fixed Fee Monthly Completion of Task(s) Completion of Work $62,500 3 Time & Materials Fixed Fee Monthly Completion of Task(s) Completion of Work $42,500 4 Time & Materials Fixed Fee Monthly Completion of Task(s) Completion of Work $85,000 5 Time & Materials Fixed Fee Monthly Completion of Task(s) Completion of Work $18,750 6 Time & Materials Fixed Fee Monthly Completion of Task(s) Completion of Work $152,000 Part 2 – Reimbursable Expenses
No expenses are separately reimbursable. The amount(s) in Column 4 of Part 1 include(s) payment for all expenses.

Expenses are separately reimbursable in the maximum amount of: $0 [8] □ [8] □ □
[8] □ [8] □ □
[8] □ [8] □ □
[8] □ [8] □ □
[8] □ [8] □ □
[8] □ [8] □ □
[8] □
Consultant: CherryRoad Technologies
Task Order No.: 22.1

Part 3 – Subconsultant Costs
Subconsultant costs are not separately compensable. The amount(s) in Column 4 of Part 1 include(s) subconsultant costs.

Subconsultant costs are separately compensable in the maximum amount of: $0
Maximum Task Order Compensation (sum of Parts 1 through 6): $407,000

1. MAXIMUM COMPENSATION

1.1. The maximum amount payable for all services provided under this Agreement shall not exceed Four Hundred Seven Thousand Dollars ($407,000), for this executed Task Order 22.1. No additional services will be performed unless both Parties execute an amendment outlining the services requested and the compensation agreed for such services.

1.2. All payments are based upon City’s acceptance of Consultant’s performance of services specified in Attachments A and D, which are attached herein. City shall have no obligation to pay unless Consultant has successfully completed the work for which payment is due.

1.3. The compensation amount for each task is specified in the table above.

2. HOURLY RATE

2.1. The hourly rate for services is $125/Hour.

2.2. The number of hours to complete all tasks is 3,256.

3. INVOICING

3.1. Consultant will invoice the City on a monthly basis for services performed for by Consultant during the preceding month and shall provide the invoice in a format approved by the City, including but not limited to supporting documentation, and is subject to verification and approval by the City.

3.2. City will pay Consultant within thirty (30) days of City’s receipt or an approved invoice.

3.3. Invoices will include, at a minimum, the following:

3.3.1. Date work was provided;
[8J □
Consultant: CherryRoad Technologies
Task Order No.: 22.1

3.3.2. Describe the Task services were provided for;

3.3.3. Description of work performed;

3.3.4. Deliverables completed;

3.3.5. The percentage complete of the Task;

3.3.6. T ime and materials;

3.3.7. Hours for the work performed by Consultant staff;

3.3.8. Hourly price/Unit Price;

3.3.9. Extended Price; and

3.3.10. Total amount of invoice

Consultant: CherryRoad Technologies
Task Order No.: 22.1

ATTACHMENT D: INITIAL PROJECT PLAN

Description Duration Start Finish
Task 1 - Review current payroll and benefit setup and
provide recommendations to automate the ongoing
FLSA calculations as well as retro FLSA Pay
130 days October 31, 2022 April 28, 2023
Review Payroll Setup for FLSA 10 days October 31, 2022 November 11, 2022 Review Benefits for FLSA 10 days October 31, 2022 November 11, 2022 Configure new calendars, groups, codes, etc. as required 40 days November 14, 2022 January 6, 2023 Unit Test Configuration 10 days January 9, 2023 January 20, 2023 Systems Test 15 days January 23, 2023 February 10, 2023 User Acceptance Test 15 days February 13, 2023 March 3, 2023 Training 10 days March 6, 2023 March 17, 2023
Deployment 10 days March 20, 2023 March 31, 2023
Support 20 days April 3, 2023 April 28, 2023

Task 2 - Configure PeopleSoft to calculate retroactive
pay due to merit increases, COLA's, and out of class
pay
130 days October 31, 2022 April 28, 2023
Gather requirements for Retroactive pay 10 days October 31, 2022 November 11, 2022 Configure Retroactive pay process including FLSA 40 days November 14, 2022 January 6, 2023 Develop reports for payroll review 40 days November 14, 2022 January 6, 2023 Unit Test Retroactive pay process 10 days January 9, 2023 January 20, 2023 System Test 15 days January 23, 2023 February 10, 2023
User Acceptance Test 15 days February 13, 2023 March 3, 2023 Training 10 days March 6, 2023 March 17, 2023
Deployment 10 days March 20, 2023 March 31, 2023
Support 20 days April 3, 2023 April 28, 2023

Task 3 - Configure PeopleSoft to establish a deduction
cap on CalPERS wages 40 days October 31, 2022 December 23, 2022 Consultant: CherryRoad Technologies
Task Order No.: 22.1

Description Duration Start Finish
Gather requirements for CalPers deduction cap 10 days October 31, 2022 November 11, 2022 Configure/Develop Process 40 days October 31, 2022 December 23, 2022 Unit Test Process 10 days October 31, 2022 November 11, 2022 System Test 15 days October 31, 2022 November 18, 2022
User Acceptance Test 15 days October 31, 2022 November 18, 2022 Training 10 days October 31, 2022 November 11, 2022
Deployment 10 days October 31, 2022 November 11, 2022
Support 20 days October 31, 2022 November 25, 2022

Task 4 - Review the current time entry approval setup
and configure approval workflow in the time entry
module
75 days November 28, 2022 March 10, 2023
Review Current Time and Labor Configuration 5 days November 28, 2022 December 2, 2022 Fit/Gap requirements against delivered workflows 5 days December 5, 2022 December 9, 2022 Reconfigure T&L 15 days December 12, 2022 December 30, 2022 Configure/Develop new Workflows 10 days December 12, 2022 December 23, 2022 Unit Test Workflows in T&L 5 days January 2, 2023 January 6, 2023 System Test 10 days January 9, 2023 January 20, 2023
User Acceptance Test 10 days January 23, 2023 February 3, 2023 Training 5 days February 6, 2023 February 10, 2023
Deployment 5 days February 13, 2023 February 17, 2023
Support 15 days February 20, 2023 March 10, 2023

Task 5 - Review the current payroll process for check
issuance and provide recommendations to configure
void transactions and check reissuances
130 days October 31, 2022 April 28, 2023
Gather requirements 10 days October 31, 2022 November 11, 2022 Configure/Develop Process 40 days November 14, 2022 January 6, 2023 Unit Test Process 10 days January 9, 2023 January 20, 2023 System Test 15 days January 23, 2023 February 10, 2023
User Acceptance Test 15 days February 13, 2023 March 3, 2023 Consultant: CherryRoad Technologies
Task Order No.: 22.1

Description Duration Start Finish
Training 10 days March 6, 2023 March 17, 2023
Deployment 10 days March 20, 2023 March 31, 2023
Support 20 days April 3, 2023 April 28, 2023

Task 6 - Review the benefits setup and configure
Benefits Administration and eBenefits modules 130 days October 31, 2022 April 28, 2023 Review current Base Benefits Setup 10 days October 31, 2022 November 11, 2022 Gather requirements for Benefits Administration Module 10 days October 31, 2022 November 11, 2022 Gather requirements for eBenefits Module 10 days October 31, 2022 November 11, 2022 Configure Benefits Administration Module 40 days November 14, 2022 January 6, 2023 Configure eBenefits Module 40 days November 14, 2022 January 6, 2023 Unit Test Benefits Administration 10 days January 9, 2023 January 20, 2023 Unit Test eBenefits 10 days January 9, 2023 January 20, 2023 System Test Ben Admin and eBenefits 15 days January 23, 2023 February 10, 2023 User Acceptance Test Ben Admin and eBenefits 15 days February 13, 2023 March 3, 2023 Train Benefits Administration Users 10 days March 6, 2023 March 17, 2023 Train employees for self service 10 days March 6, 2023 March 17, 2023 Deployment 10 days March 20, 2023 March 31, 2023
Support 20 days April 3, 2023 April 28, 2023

EBIX Insurance No. S200004569

AGREEMENT FOR SERVICES

BETWEEN THE

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

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and CherryRoad Technologies, Inc. a Florida corporation, (Consultant). City and Consultant may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A - Scope of Services
Exhibit B - Compensation
Exhibit C - Insurance Requirements
Exhibit D - Task Order Form
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes Agreement with CherryRoad Technologies, Inc.

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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 September 28, 2020 and terminate on July 31, 2025.

B. After the Initial Term, the City reserves the right, at its sole discretion, to extend the term of this Agreement for an additional one-year period ending July 31, 2026. City shall provide Consultant with no less than thirty (30) days prior written notice of its intention to exercise its option to extend the term of this Agreement.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
A. General: The Consultant will provide services to the City as set forth in Exhibit A and as further described pursuant to individual task orders (Exhibit D). Each Task Order will describe the services and deliverables (collectively "Work") the Consultant must provide, the time limit within which the Consultant must complete the Work and the compensation for the Work.

B. Approved Task Order: The City will not compensate the Consultant for any Work until the City has executed the task order for such Work ("Approved Task Order").

C. Obligation to Issue: The City has no obligation to issue any Approved Task Orders under this Agreement.

D. Each Approved Task Order shall be subject to the terms and conditions of this Agreement.

4. WARRANTY
Consultant warrants that (a) all Services performed in connection with this Agreement shall be performed in a competent, professional and workmanlike manner, and shall be of industry standard quality; (b) all Services performed shall comply with applicable laws; and (c) all Services performed shall be provided in accordance with and shall conform in all material respects to any specifications and requirements set forth in this Agreement and the applicable Scope of Services and Task order. Consultant agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Consultant and Agreement with CherryRoad Technologies, Inc.

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provided the defective Services is not caused by any inappropriate, improper or unforeseen usage of the work or services by the City. If Consultant fails to promptly correct or replace materials or services, upon written notice to Consultant, City may make corrections or replace materials or services and charge Consultant for the cost incurred by City.

THE WARRANTIES CONTAINED HEREIN AND IN THE SCOPE OF SERVICES ARE CONSULTANT'S SOLE AND EXCLUSIVE WARRANTIES. CONSUL TANT

AFFIRMATIVELY EXCLUDES ANY AND ALL OTHER WARRANTIES,

CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR

WRITTEN), WITH RESPECT TO THE SERVICES PROVIDED INCLUDING ANY

AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE,

MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT THE CONSUL TANT KNOWS, HAS REASON TO KNOW,

HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH

PURPOSE) WHETHER ARISING BY LAW OR BY REASON OF CUSTOM OF THE TRADE.

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

6. COMPENSATION AND PAYMENT
Consultant shall be paid in accordance with Exhibit B, Compensation.

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

B. Termination for Default. If breaching party fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the non-breaching party may terminate this Agreement upon 30 days' written notice to the breaching party. If the material breach is not cured within that time period, the non-breaching party may terminate this Agreement immediately.

Agreement with CherryRoad Technologies, Inc.

Rev. 07-01-18
Page3
C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Consultant will deliver to City all City information or material that Consultant has in its possession. Consultant shall be paid for all Services, completed or partially, through the date of termination.

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

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

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

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

11. CONFIDENTIALITY OF MATERIAL
With the exception of Consultant's tools as specified in Section 12, all ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Consultant and all other written information submitted to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services, unless required by law.

Nothing furnished to Consultant which is otherwise known to Consultant or becomes generally known to the related industry shall be deemed confidential.

During the term of this Agreement, City may have access to and become acquainted with Consultant's written and oral confidential and proprietary Agreement with CherryRoad Technologies, Inc.

Rev. 07-01-18
Page4
Information. Such information shall not be disclosed by the City to any third-party without the prior written consent of Consultant, or as required by law.

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 upon full payment by the City to Consultant, but Consultant may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Consultant shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.

Notwithstanding, Consultant will retain ownership of all intellectual property, knowledge, techniques, procedures, routines, templates, and methods which have been developed by Consultant in its regular course of business and not for specific use in performance of this Agreement, and used in the provision of services ("Consultant Tools"). Consultant shall grant the City, upon full payment, a perpetual, irrevocable, non-assignable, non-exclusive license to all Consultant Tools that Consultant embeds in or provides with any Services or that are otherwise used in connection with the services.

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

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

Agreement with CherryRoad Technologies, Inc.

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Page 5 ends

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

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

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

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

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

Agreement with CherryRoad Technologies, Inc.

Rev. 07-01-18
Page6

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: Kenn Lee, Director of Finance
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]
And to Consultant addressed as follows:

CherryRoad Technologies Inc.

Attention: Barbara Robinson
301 Gibraltar Drive, Suite 2C
Morris Plains, NJ 07950
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

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

19. CONFLICTS OF INTEREST
Consultant certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Consultant and that no person associated with Consultant has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Consultant is familiar with the provisions of California Government Code section 87100 and Agreement with CherryRoad Technologies, Inc.

Rev. 07-01-18
Page7
following and certifies that it does not know of any facts which would violate these code provisions. Consultant will advise City if a conflict arises.

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

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

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

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.

26. LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE FOR ANY LOST DATA, LOST PROFITS, INCIDENTAL, OR PUNITIVE DAMAGES TO THE OTHER PARTY. EACH

PARTY AGREES THAT THE OTHER PARTY'S LIABILITY TO THE OTHER Agreement with CherryRoad Technologies, Inc.

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PARTY HEREUNDER FOR DAMAGES, REGARDLESS OF THE FORM OF

ACTION, SHALL NOT EXCEED ONE AND ONE-HALF TIMES THE TOTAL

AMOUNT PAID FOR SERVICES AND DELIVERABLES UNDER THE
APPLICABLE TASK ORDER. THE PARTIES AGREE THAT AMOUNTS

STATED HEREIN ARE FAIR UNDER THE CIRCUMSTANCES AND THAT THE PRICES REFLECT THE LIMITATION OF LIABILITY.

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 SANT A CLARA, CALIFORNIA
a chartered California municipal corporation
Dated: t0 I 1q lµ)i o
+lr.- .....----- -c---- -ft-- - --- -
iL
"CITY"
DEAN' IA . SANTANA
City Man· ger
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
CHERRYROAD TECHNOLOGI ES, INC.
a Florida corporation
I
Dated: 1. z.6/~~o
By (Signature) : - ~~
Name: Nicholas Visco
Title : CFO ------ - --- - ------Pr inc i pa I Place of 301 Gibraltar Drive, Suite 2C Business Address : Morris Plains, NJ 07950
Email Address: nvisco@che~rry_ro_a_d._co_m _ _ ~------- Telephone : (973) 542-4278
Fax: N/A - ------- - - - - - - - --"CONSUL TANT"
Agreement with CherryRoad Technologies, Inc.

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EXHIBIT A

SCOPE OF SERVICES

1. Consultant shall provide as-needed PeopleSoft professional/technical services for various projects in support the City of Santa Clara's ("City") HR and Finance Departments initiatives. Projects may include, but not limited to, the following:

1.1. Evaluate and Automate the following HR/Payroll functions:

1.1.1. Retroactive pay including impacts on:
1 .1.1.1. Wages

1.1.1.2. FLSA

1.1.1.3. Out of Class

1.1.1.4. Automation of MOU changes/merit changes

1.1.2. Implement PERS Compensation Limit

1.1.3. Revalidate regular pay of rate

1.1.4. Review pay codes and eliminate or streamline business process to reduce the number of codes

1.1.5. Research time entry for efficiencies

1.1.6. Evaluate and streamline processes for premium pay

1.2. Additional Items:

1.2.1. Integrate NeoGov into PeopleSoft

1.2.2. Review and enhance Profile management

1.2.3. Evaluate systems in order to implement automation for

1.2.3.1. Electronic timekeeping

1.2.3.2. Vacation cash out

1.2.4. Implement Benefits Administration module

1.2.5. Workflow automation

1.2.6. Proration of management leave (new hires and promotion)

1.2.7. Research potential discrepancies between timesheet leave balance and paycheck leave balances

1.2.8. Leave management workflow

1.2.9. Auditing on all HR/Payroll screens

1.2.10. PeopleSoft patches

1.2.11. Exception based time reporting for management

1.2.12. Default pay

1.2.13. Mass changes to benefits that are bargained/apply new updated changes

1.2.14. Add termination rows for all benefits and pays when adding termination row on Job Data

1.2.15. Track completion of probation period and other milestones in system Agreement with CherryRoad Technologies, lnc./Exhibit A- Scope of Services Rev. 07-01-18

Page 1 ends

2. The City will issue a task order (Exhibit D) to Consultant as seNices are needed to complete various projects. The task order will describe the seNices and deliverables the Consultant must provide.

Agreement with CherryRoad Technologies, lnc./Exhibit A - Scope of Services Rev. 07-01-18
Page2

1. MAXIMUM COMPENSATION

EXHIBIT B

COMPENSATION

1.1. The maximum compensation shall be as set forth in each Approved Task Order (Maximum Task Order Compensation). No services will be performed unless both Parties execute an Approved Task Order outlining the services requested and the compensation agreed for such services.

1.2. Consultant shall fully complete all work required by the Approved Task Order for no more than the maximum task order compensation.

1.3. City shall only be liable for charges expressly authorized in the Approved Task Order.

2. INVOICING

2.1. Consultant shall render invoices in accordance with the fees, payment schedule, and other terms and conditions specified applicable Approved Task Order.

2.2. City will pay Consultant within thirty (30) days of City's receipt of an approved invoice.

Agreement with CherryRoad Technologies, lnc./Exhibit B - Compensation Rev. 07-01-18

Page 1 ends

EXHIBITC

INSURANCE REQUIREMENTS
Without limiting the Consultant's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Consultant shall provide and maintain in full force and effect during the period of performance of the Agreement and for twenty-four (24) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under Consultant's insurance. The minimum coverages, provisions and endorsements are as follows:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

Agreement with CherryRoad Technologies, lnc./Exhibit C - Insurance Requirements Rev. 07-01-18

Page 1 ends

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

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Consultant and/or its subconsultants involved in such activities shall provide coverage with a limit of one million dollars ($1,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS' COMPENSATION

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 Consultant included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Consultant or any subconsultant under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

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

D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Consultant. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney's Office.

Agreement with CherryRoad Technologies, lnc./Exhibit C - Insurance Requirements Rev. 07-01-18

Page 2 ends

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

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

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

3. Cancellation.

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

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

Agreement with CherryRoad Technologies, lnc./Exhibit C - Insurance Requirements Rev. 07-01-18

Page 3 ends

F. ADDITIONAL INSURANCE RELATED PROVISIONS
Consultant and City agree as follows:

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

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

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

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

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

Upon City's request, Consultant shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications Agreement with CherryRoad Technologies, lnc./Exhibit C - Insurance Requirements Rev. 07-01-18
Page4
and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

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

Agreement with CherryRoad Technologies, lnc./Exhibit C - Insurance Requirements Rev. 07-01-18

Page 5 ends

1. 2.

3. 4.

5. 6.

7. 8.

9. Approved Task Order No.:

Consultant's Name:

Project Name:

Project Location:

EXHIBIT D

TASK ORDER FORM
Cover Page
The Consultant and the City will implement this Approved Task Order in accordance with the executed Agreement, this cover page and Attachments "A" (Tasks), "B" (Project Staffing), and "C" (Compensation Table), which are incorporated herein by references.

Budget/Fiscal:
a. Previously Approved Compensation for Task Orders XX-XX: $ b. Maximum Task Order Compensation for this Approved Task Order: $ c. Total Approved Compensation for Task Orders (XX-XX) (6.a + 6.b): $ Department/Analyst Date:

Approval:

Consultant Approval: Date:

Department Director Date:

Aoaroval:

Agreement with CherryRoad Technologies, lnc./Exhibit D - Task Order Form Rev. 07-01-18

Page 1 ends

Consultant:

Task Order No.:

General Description of Project for which Consultant will Provide Services:

Task No. 1:

Consultant will complete the tasks below including Consultant attendance at one meeting with City staff.

A. Services:

B. Deliverable:

C. Completion Time: The Consultant must complete the services and deliverables for this task in accordance with whichever one of the following time is marked:

D On or before the following date:

D On or before __ Business Days from
Task No. 2:

Consultant will complete the subtasks outlined below.

A. Services:

B. Deliverable:

C. Completion Time: The Consultant must complete the services and deliverables for this task in accordance with whichever one of the following time is marked:

D On or before the following date:

D On or before __ Business Days from
Agreement CherryRoad Technologies, lnc./Exhibit D - Task Order Form Rev. 07-01-18
Page2
Consultant:

Task Order No.:

ATT AC HM ENT B: STAFFING

1. City's Contract Manager: The City's contract manager for this Approved Task Order is:

Name: Phone No.:

Department: E-mail:

Address:

2. Consultant's Contract Manager and Other Staffing: Identified below are the following: (a) the Consultant's contract manager for this Approved Task Order, and (b) the Consultant(s) and/or employee(s) of the Consultant who will be principally responsible for providing the services and deliverables. If an individual identified below does not have a current Form 700 on file with the City Clerk for a separate agreement with the City, and is required to file a Form 700, the Consultant must submit the required Form 700 in accordance with California Political Reform Act (Government Code Section 81000 et seq.).

Consultant's Contract Manager
Name: Phone No.:

Address: E-mail:

Other Staffing
Name: Assignment:

1. 2.

Agreement CherryRoad Technologies, lnc./Exhibit D - Task Order Form Rev. 07-01-18
Required to File Form 700?
Yes
Already
Filed (Date
Filed)
Yes
Need to
File

Page 3 ends

No
Consultant:

Task Order No.:

3. Subconsultants: Whichever of the following is marked applies to this Approved Task Order:

D The Consultant cannot use any subconsultants.

D The Consultant can use the following subconsultants to assist in providing the required services and deliverables:

Subconsultant's Name

1. 2.

3. Agreement with CherryRoad Technologies, lnc./Exhibit D - Task Order Form Rev. 07-01-18
Area of Work
Page4
Consultant:

Task Order No.:

ATTACHMENT C: COMPENSATION TABLE
The City will compensate the Consultant for providing the services and deliverables set forth in Attachment A in accordance this Compensation Table.

Part 1 - Compensation for Services and Deliverables
Column 1 Column 2 Column 3
Task Nos. Basis of Compensation Invoice Period
from
Attachment A
1 D Time & Materials □ Fixed Fee □ Monthly □ Completion of Task(s) D Completion of Work 2 D Time & Materials □ Fixed Fee □ Monthly □ Completion of Task(s) □ Completion of Work 3 D Time & Materials □ Fixed Fee □ Monthly □ Completion of Task(s) □ Completion of Work 4 D Time & Materials □ Fixed Fee □ Monthly □ Completion of Task(s) □ Completion of Work Part 2 - Reimbursable Expenses
□ No expenses are separately reimbursable. The amount(s) D Expenses are separately reimbursable in the maximum amount of:
□
in Column 4 of Part 1 include(s) payment for all expenses.

Part 3 - Subconsultant Costs
Subconsultant costs are not separately compensable. The □ Subconsultant costs are separately compensable in the maximum amount(s) in Column 4 of Part 1 include(s) subconsultant amount of:
costs.

Maximum Task Order Compensation (sum of Parts 1 through 3):

Agreement with CherryRoad Technologies, lnc./Exhibit D -Task Order Form Rev. 07-01-18
Page5
Column 4
Compensation
$
$
$
$
$
$
$
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
20-641 Agenda Date: 7/13/2020

REPORT TO COUNCIL

SUBJECT
Action on a Pre-qualified Vendor List, Master Agreements, and Task Orders, for Ongoing PeopleSoft Consulting Services to Support Various Human Resource, Finance and Payroll Initiatives [Council Pillar: Deliver and Enhance High Quality Efficient Services and Infrastructure]

There are ongoing requirements to upgrade, enhance, configure, and integrate these products to ensure compliance with changes in Fair Labor Standards Act (FLSA) payroll and reporting requirements and labor laws.

The City’s HR/Payroll Upgrade Steering Committee with senior staff representation from the CMO Finance, Information Technology, and Human Resources Departments has the charter to identify and prioritize various projects that are required for regulatory compliance and to optimize the functionality and use of the product for efficiency. A list of projects that have been identified by the committee is attached to this memorandum as exhibit A. Completion of these projects is dependent on priority and the availability of funds.

DISCUSSION
In January 2020, the City’s Finance Department, on behalf of key PeopleSoft internal stakeholders, released a Statement Qualifications (SOQ) on the City’s e-procurement platform for consulting services to support various PeopleSoft v9.2 initiatives. The purpose of the SOQ was to select a pre- qualified list and enter into master agreements for a five-year term to assist the City with the implementation of the initiatives.

Twenty responsive proposals were received by the proposal deadline from the firms listed below:
· CCS Global Tech
· CherryRoad Technologies
· Ciber Global
· Deloitte Consulting
· Dimension Systems
· EdgeRock Technology Partners
· ERPA Group
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20-641 Agenda Date: 7/13/2020
· Ettain Health
· GNC Consulting
· Graviton Consulting Services
· Graviton Consulting Services
· Highstreet
· HyperGen
· Kastech Software Solutions Group
· People Tech Group
· PRJ Consulting
· Rite Software Solutions and Services
· Sierra-Cedar
· Smart ERP Solutions
· SpearMC Management Consulting
· Triune Infomatics
A three-member evaluation team with representation from the Finance, Information Technology, and Human Resources departments ranked the proposals based on the evaluation criteria listed in the SOQ. The top three ranked proposals from each evaluator are recommended for award of master agreements as indicated below:
· CherryRoad Technologies
· Ciber Global Tech
· Deloitte Consulting
· Graviton Consulting Services
· Highstreet
· Kastech Software Solutions Group
· PRJ Consulting
· Smart ERP Solutions
· SpearMC Management Consulting
An exemplar agreement with the City’s terms and conditions and insurance requirements was included in the City’s SOQ package and all selected vendors will be required to sign-on to the agreement (Attachment 2). During the five-year term, individual task orders (included with exemplar agreement as Exhibit D) will be issued for projects as they are identified, scoped, and funding is secured. A vendor will be selected for a specific project or task based on a variety of factors including but not limited to availability and expertise of staff, cost, prior experience completing similar projects, and project approach.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” with 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 reasonable foreseeable indirect physical change in the environment.

FISCAL IMPACT
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The term of each Master Agreement is five years beginning on or about August 1, 2020 and ending on or about July 31, 2025. The Agreements will be funded as tasks are assigned, subject to the appropriation of funds.

Funding for the agreements is available in the FHRMS Update Capital Improvement Plan Project.

The Biennial FY 2020/21 and FY 2021/22 Capital Improvement Program Budget includes appropriations of $1,041,211 in FY 2020/21 and $75,000 in FY 2021/22.

COORDINATION
This report has been coordinated with the Human Resources and Information Technology Departments and the City Attorney’s Office.

RECOMMENDATION

1. Authorize the City Manager to negotiate and execute Master Agreements with the following vendors with a term ending on or about July 31, 2025: CherryRoad Technologies, Ciber Global Tech, Deloitte Consulting, Graviton Consulting Services, Highstreet, Kastech Software Solutions Group, PRJ Consulting, Smart ERP Solutions, SpearMC Management Consulting;

2. Authorize the City Manager to execute task orders not to exceed $250,000 per task order without further Council action and subject to the appropriation of funds; and

3. Authorize the City Manager to amend the Agreements to extend the term in the event that task orders are issued during the five-year term of the Master Agreement with a completion timeline that extends beyond the five-year term. New task orders shall not be issued after July 31, 2025.

Reviewed by: Kenn Lee, Director of Finance
Approved by: Deanna J. Santana, City Manager

ATTACHMENTS

1. Sample HR/Finance Project Improvement List

2. Exemplar Master Agreement (with Exhibit D, Task Order) City of Santa Clara Printed on 7/9/2020Page 3 of 3
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-165 Agenda Date: 10/18/2022

REPORT TO COUNCIL

SUBJECT
Action on an Agreement for Services with Guidehouse, Inc. (Guidehouse) to Provide Consulting Services for North American Electric Reliability Corporation (NERC) and Western Electricity Coordinating Council (WECC) Regulatory Compliance

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
To meet its mission, goals and regulatory needs, the City of Santa Clara’s Electric Department, Silicon Valley Power (SVP), requires a variety of specialized services, including North American Electric Reliability Corporation (NERC) Compliance Support.

SVP is required to comply with over 600 NERC Reliability requirements, as approved by the Federal Energy Regulatory Commission (FERC). Every three (3) years, the department undergoes a NERC Compliance audit conducted by the Western Electric Coordinating Council (WECC), the regional entity responsible for compliance enforcement in the Western Interconnection. The most recent WECC audit was in Spring of 2020 and the next full audit will be Spring of 2023. In addition to these audits, SVP undergoes a yearly Self-Certification of Compliance with select Standards. The NERC Reliability Standards encompass three main areas of electric reliability:

1. Operations

2. Engineering - called Operations and Planning (O & P)

3. Critical Infrastructure Protection (CIP). CIP Standards require SVP to minimize the exposure of cybersecurity information, such as cybersecurity practices, tools, and logical data.

SVP relies on professional support from industry experts to assist with applying new or revised Standards/Requirements. Services include providing assistance with interpreting the applicability of regulatory requirements to SVP’s electric system; drafting internal policies and procedures; assessing and configuring operational technology or program tools; developing appropriate internal controls, reviewing, correcting, improving current compliance practices; and preparing SVP for its next audit.

DISCUSSION
In February, a Request for Proposals (RFP) was published to solicit proposals from qualified firms to provide North American Electric Reliability Corporation (NERC) and Western Electricity Coordinating Council (WECC) Regulatory Compliance Consulting Services. A total of 58 companies viewed the RFP and six proposals were received from: Archer Energy Solutions; Burns and McDonnell; Guidehouse; Proven Compliance Solutions; Scott Madden Management Consultants and Siemens.

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22-165 Agenda Date: 10/18/2022
Proposals were evaluated and scored independently by a three-member evaluation team against the criteria and weights published in the RFP.

In June, a Notice of Intent to Award was sent to all participants announcing the City's recommendation to award to Guidehouse as the highest ranked firm.

Staff recommends authorizing the City Manager to negotiate and execute an Agreement for Services with Guidehouse for an initial five-year term beginning on or about October 1, 2022. In addition, staff recommends authorizing the City Manager to exercise options to extend the Agreement for up to five additional years for a total of ten years. Extensions may be for one or multiple years that will be negotiated at the time the option is exercised. Staff recommends authorization for a maximum compensation of $700,000 for the initial five-year term plus an additional $900,000 to cover any option years that are exercised for a total of $1.6 million. This additional authorization for the option period provides funding for unanticipated items such as new NERC standards requiring significant review and additional audits that may occur during the option period.

Guidehouse’s hourly rates shall be fixed through December 31, 2023, and may increase up to 3% annually after that.

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

FISCAL IMPACT
The initial costs for Fiscal Year 2022/23 estimated not to exceed $150,000 have been included in the Electric Department Operating Budget.

Funds required for these agreements in future years will be included in proposed budgets for corresponding years.

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

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

RECOMMENDATION

1. Approve an Agreement for Services with Guidehouse, Inc. to provide consulting services for North American Electric Reliability Corporation (NERC) and Western Electricity Coordinating Council (WECC) Regulatory Compliance for an initial five-year term and up to five additional term years City of Santa Clara Printed on 10/14/2022Page 2 of 3
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22-165 Agenda Date: 10/18/2022
with a maximum compensation not to exceed $700,000 for the initial term and $900,000 for the optional term years for a total maximum compensation of $1.6 million and 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, including exercising options to extend the term of the Agreement; and

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

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

ATTACHMENTS

1. Agreement for Services
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Agreement with Guidehouse, Inc. Page 1 of 35
Rev. 07-01-18
EBIX Insurance No. S200000175

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
GUIDEHOUSE INC.

FOR

CONSULTING SERVICES FOR NORTH AMERICAN

ELECTRIC RELIABILITY CORPORATION COMPLIANCE

AND WESTERN ELECTRICITY COORDINATING COUNCIL REGULATORY

COMPLIANCE

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

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements

Agreement with Guidehouse, Inc. Page 2 of 35
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
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 September 30, 2027.

After the Initial Term, City reserves the right, at City’s sole discretion, to extend the term of this Agreement for up to five (5) years through August 31, 2028 (“Option Periods”), and such extensions may be in one-year periods or multiple years as may be mutually agreed between the Parties. If the Parties agree to extend the term, the Parties shall execute an Amendment to extend the term.

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 Guidehouse, Inc. Page 3 of 35
Rev. 07-01-18
City acknowledges that Contractor is serving in an advisory capacity hereunder and does not practice professional engineering, architecture, finance, accounting, law or offer legal opinions even if Contractor personnel may maintain such professional licenses and/or credentials (e.g. CPA, CFA or JD). Further, Contractor is not a certified public accounting firm and does not provide audit, attest, or public accounting services. If the provision of Services hereunder includes work product prepared by persons or firms other than Contractor, Contractor shall not be responsible for the completeness, adequacy and coordination of the work product prepared by others and/or the professionals of record, and/or parties providing services to City other than Contractor.

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 AND PAYMENT PROVISIONS.” The maximum compensation of this Agreement is seven hundred thousand dollars ($700,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

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

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

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

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

Agreement with Guidehouse, Inc. Page 4 of 35
Rev. 07-01-18
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.

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. 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.

Notwithstanding the foregoing, all work product and other deliverables provided by Contractor shall be for solely for use by City for its internal business purposes and any other specific purposes set forth in this Agreement, and for no other purposes without the prior written consent of Contractor. Contractor shall have no liability to any third parties in connection with any publication of its work product or other deliverables provided hereunder, and shall have no obligation to update any deliverables following acceptance by City hereunder. Contractor shall retain sole and exclusive ownership of all rights, title and interest in its work

Agreement with Guidehouse, Inc. Page 5 of 35
Rev. 07-01-18
papers, proprietary information, processes, methodologies, know-how and software, including such information as existed prior to the delivery of the Services and, to the extent such information is of general application, anything that Contractor may discover, create or develop during its provision of its Services (“Contractor Knowledge”). To the extent any Contractor Knowledge is embodied in any deliverables provided hereunder, Contractor grants City a non- exclusive, royalty-free, non-assignable license to use such Contractor Knowledge solely for the purpose set forth in this Agreement.

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

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

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 third-party 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 arising from Contractor’s negligent acts or omissions or willful misconduct or fraud, 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.

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

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

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

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

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

City of Santa Clara
Attention: Silicon Valley Power
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected] and
[email protected]

And to Contractor addressed as follows:

Guidehouse Inc.
35 Iron Point Circle, Suite 225
Folsom, CA 95630
Office: 916.631.3245
Fax: 213.559.9718

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and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

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

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

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

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

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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. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.
[Section 25 and signatures continue on next page.]

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

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

Office of the City Attorney
City of Santa Clara

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

GUIDEHOUSE INC.
a Delaware corporation

Dated:

By (Signature):

Name: Chris Luras
Title: Partner
Principal Place of
Business Address:
35 Iron Point Circle Suite 225
Folsom, CA 95630
Email Address:

Telephone: (916)631-3245
Fax: (213)559-9718
“CONTRACTOR”

Agreement with Guidehouse, Inc./Exhibit A Page 10 of 35 Rev. 07-01-18

EXHIBIT A

SCOPE OF SERVICES

1. Background:

1.1. Silicon Valley Power (SVP) the Electric Utility for the City of Santa Clara is a North American Electric Reliability Corporation (NERC) Registered Entity subject to compliance with NERC Reliability Standards established under Federal Energy Regulatory Commission (FERC) Order 693 and FERC Order 706.

1.2. SVP is registered as a Generator Owner, Generator Operator, Transmission Owner, Transmission Operator, Transmission Planner, and Distribution Provider on the NERC Compliance Registry.

1.3. As a Transmission Operator, SVP is subject to a triennial on-site audit. The next audit is expected to take place in the Spring of 2023 and will be a combination 693 and 706 audit.

1.4. This scope of work focuses on the Critical Infrastructure Protection (CIP) 706 component.

1.5. SVP does not meet the applicability criteria of CIP-014-1, “Physical Security,” but it does operate what is considered a medium impact control Center under the current version of CIP-002.

1.6. Work will generally be performed at SVP’s Administrative Office located at 881 Martin Ave, Santa Clara, CA 95050, with occasional re-locations to 1705 Martin Ave., Santa Clara, CA 95050.

2. Services to be performed by Contractor may include, but are not limited to:

2.1. Deliver a sustainable NERC compliance approach that will instill and further engrain strong principles throughout SVP’s organization.

2.2. Provide on-going support for SVP’s regulatory compliance, security, and operational practices for NERC reliability standards with an emphasis on CIP.

2.3. Support SVP’s risk-based strategies in scoping, scaling, and assessing compliance including:

2.3.1. Effectively translate SVP’s compliance assessments into effective compliance, oversight, and operational strategies.

2.3.2. Instill risk-based oversight principles into each review, and thereby assist SVP's compliance team and Subject Matter Experts (SME) to think like - and anticipate - Western Electricity Coordinating Council (WECC) auditors.

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2.3.3. Support continued implementation of WECC's risk-based processes and continuous risk management process by providing a solid understanding and analysis of SVP’s inherent risks and identifying any associated internal controls;

2.3.4. Support development, implementation, dissemination, and training of SVP staff on all reports, policies, procedures, and processes that arise as part of Contractor’s compliance and risk assessments; and

2.3.5. Assess and make recommendations to:

2.3.5.1. Strengthen processes and procedures to correct reliability, security, and compliance issues;.

2.3.5.2. Strengthen compliance documentation and evidence; and

2.3.5.3. Translate SVP’s compliance assessments into effective compliance, oversight, and operational strategies.

2.4. NERC Audit Support:

2.4.1. Contractor will support In-person audits that are performed every 3 years, for a minimum of 2 weeks on-site including the WECC - NERC Audit, anticipated to take place in Spring 2023 and any other audits throughout the term of the Agreement as amended.

2.4.2. Audit Support includes, but is not limited to:

2.4.2.1. Support development of efficient processes to manage WECC audits, Compliance Oversight Plans, and post-Audit activities;

2.4.2.2. Perform an assessment of SVP’s audit preparedness for its next on-site audit;

2.4.2.3. Assist with reviewing the City’s responses to the pre-audit survey which is released by WECC typically a year in advance of the audit;

2.4.2.4. Support preparation and responses to NERC audits such as mock audit, interview preparation, preparation and review of documentation including applicable Reliability Standard Audit Worksheets (RSAWs), pre-audit evidence preparation, policy and procedure review, and evidentiary reviews modeled after the approach, criteria and schedule used by the region
(WECC) including high risk and recently effective NERC
Standards;

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2.4.2.5. Assist SVP with preparing/reviewing the City’s responses to RSAW, which are due to WECC typically 3 months before the in-person audit engagement. Review the RSAWs and
documentation provided for the identified requirements.

2.4.2.6. Support audit engagement and post-audit mitigation efforts.

2.4.2.7. Conduct a mock audit including on-site station visits, control room observations, and interviews with SME’s.

2.4.2.8. Perform a gap analysis of the evidence and provide recommendations for improvements to the evidence package.

2.4.2.9. Provide SMEs with feedback during interviews to improve effectiveness in addressing the evidence and responding to interview questions.

2.4.2.10. Assess findings for each requirement and rate the findings to indicate positive observations and areas for improvement.

2.4.2.11. Deliver a final report detailing the audit findings and providing specific recommendations for improvements to the RSAW and evidence package.

2.4.3. Support annual paper audits (called “Self-Certifications”).

2.4.4. Ongoing support to address and resolve potential non-compliance either through audit findings, self-certifications, or self-reports such as support SVP in the event SVP discovers, suspects, or has a finding of potential non-compliance discovered through its internal compliance program, self-certifications, mock audits, or a compliance audit.

2.4.5. Assist with any investigation, determination to self-report (if needed), and mitigation plans.

2.5. Compliance Support
As requested by City, Contractor will support the CIP or other compliance programs implemented by the City. Support will include but is not limited to:

2.5.1. On-going compliance support including identification and management of risks to reliability, security, and compliance.

2.5.2. Technical writing services to develop new, or update existing, SVP’s NERC internal policies and procedures.

2.5.3. Guidance for applying new or revised NERC Standards to SVP’s Program.

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2.5.4. Develop or update internal compliance policies and procedures to comply with new/revised NERC Standards as they are approved by industry. The policies and procedures may also necessitate the creation of documents such as charts, workflows, diagrams.

2.5.5. Provide creative solutions to assist SVP with meeting the compliance standards requirements within the utility’s existing NERC compliance program framework, while minimizing the utility’s cyber security risk and non-compliance risk.

2.5.6. Analyze the impact of current and future projects on SVP’s NERC compliance program, such as:

2.5.6.1. Proposed Battery Energy Storage System (BESS).

2.5.6.2. Bulk Electric System (BES) expansion, and protection system changes.

2.5.6.3. SVP’s Supervisory Control and Data Acquisition (SCADA) system which is currently being upgraded. Contractor may be asked to help troubleshoot and/or address unanticipated issues as they arise.

2.6. All support activities to assist SVP in developing and maintaining an effective NERC compliance program that minimizes compliance and security risks to SVP’s BES Cyber Systems and associated CIP-protected devices including, but not limited to:

2.6.1. Policy and procedure improvement; tool development and improvement; compliance guidance; internal control identification and evaluation; self- report guidance; and mitigation plan development.

2.6.2. Recommend security controls for supply chain risk management, develop and recommend strategies to manage identified cyber security risks, BES cyber asset / system identification.

2.6.3. Application security: Contractor will assess applications running on City’s Information Technology (IT) and Operations Technology (OT) infrastructure to ensure they are configured to run in a secure manner.

2.6.4. Cyber security awareness and training: Contractor will provide security awareness training and security awareness programs for SVP’s IT, OT and cybersecurity awareness professionals as required by CIP-003 and CIP-004. Contractor offers the following:

2.6.4.1. Security controls and framework assessment –Contractor can help SVP identify cyber security risks based on industry leading security, risk, and resilience frameworks such NIST

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Cyber Security Framework, ES-C2M2, ISO 27001, CMMI, and CERT-RMM.

2.6.4.2. Cyber Vulnerability Assessments: Contractor will perform Cyber Vulnerability Assessments. Contractor has substantial technical expertise and experience in conducting Cyber
Vulnerability Assessments in accordance with CIP-010 and other industry practices.

2.6.4.3. Penetration Testing: Contractor will perform Penetration Testing.

2.6.4.3.1. A typical penetration test is performed as a “point in time” engagement, and incorporates
preparation, fieldwork, and delivery activities.

Contractor’s approach uses various techniques
such as exploitation of host operating systems and
network devices, via buffer overflow and code
injection.

2.6.4.3.2. Additionally, Contractor will perform penetration testing via web application or social engineering
methods with the intention of helping participants
understand and utilize the “kill chain” approach
that describes each of the steps used by an
attacker. During these exercises’ participants will
be trained and familiarized with the Kali-Linux
hacking and Metasploit toolkits.

2.6.4.3.3. Sample Penetration Testing Flow:

2.6.4.3.3.1. Penetration Testing Planning:

Contractor will work with SVP to
develop a schedule and scope of
testing.

2.6.4.3.3.2. Conduct Penetration Testing:

Depending on scope of testing,
Contractor will identify changes,
freezes to changes, and testing
involving multiple phases. This is
typically completed within 2 – 4
weeks.

2.6.4.3.3.3. Issue Test Notification: Contractor
will issue a test notification as each
test shift is started. Contractor will

Agreement with Guidehouse, Inc./Exhibit A Page 15 of 35 Rev. 07-01-18
issue a stop notification at the at the
end of each test shift.

2.6.4.3.3.4. Conduct Test Quality Analysis:

Contractor team will perform regular
reviews to verify all aspects of the
test scope and schedule are on track
for completion as planned.

2.6.4.3.3.5. Complete Test: All testing concludes
and Contractor will issue a final stop
notification.

2.6.4.3.3.6. Deliver Test Report: Contractor will
develop a findings report including
recommendation and supporting
evidence.

2.7. NERC Reliability Standards

2.7.1. Notify SVP of new or revised NERC Reliability Standards, provide guidance, and interpretations and advise SVP on how the new or changed standards impacts SVP and how to prepare for the change in a timely and effective manner. Contractor will:

2.7.1.1. Help SVP identify and implement new Reliability Standards or requirements.

2.7.1.2. Prioritize new and revised standards by applicability in the context of SVP’s existing state of operations.

2.7.1.3. Support recording and disseminating NERC Alert information internally to SVP allowing SVP stakeholders, as identified in a quick risk assessment and summarization to take coordinated internal action on the alerts.

2.7.1.4. Develop or identify priorities, initiatives, and goals to address identified gaps and weaknesses and provide a tentative
project plan (to address any gaps, including potential
compliance gaps).

2.7.1.5. Develop and implement procedural controls to track and manage NERC Alert information comprised of recommended:

2.7.1.5.1. Timelines and triggers for assigning an SME prior to the effective date of the standard.

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2.7.1.5.2. Steps to review and keep apprised of new
standards Including roles and responsibilities.

2.7.1.5.3. Targets and triggers for implementing compliance plan for new standards (from preliminary
assessment).

2.7.1.5.4. Target compliance dates – such as three months prior to effective date.

2.7.1.5.5. Periodic touchpoints with reliability compliance to validate progress such as every three months.

2.7.2. Develop compliance processes for each standard, creating an RSAW, and establishing evidence requirements.

2.7.3. Help implement processes for conducting a spot check within 30 months of the standard’s effective date.

2.7.4. Develop, refine, and improve SVP’s internal controls program in support of NERC compliance and other regulatory needs as well as support sharing of controls with auditors to demonstrate that SVP has managed these risks.

2.8. Assist with Operations and Planning Reliability Standards such as, but not limited to: PRC-005, FAC-008, PER-005, TOP-001.

2.9. Provide a system that maintains records and will be made available to SVP if required to support an audit inquiry or other SVP needs. Develop tool(s) to organize compliance evidence, automate workflows, enable automated task reminders, and improve visibility across business units in a user-friendly format.

2.10. Recommend and support implementation of strategies to address incident management such as, but not limited to investigation, self-report, or mitigation plan.

3. Approach

3.1. Contractor will provide status reports including progress on work scope according to the timeline requested by SVP.

3.2. Contractor will review results of work performed and involve SVP in all significant decisions before proceeding with the next step.

3.3. Using Contractor’s active experience and work in the field, Contractor will proactively alert SVP of issues and potential difficulties as early as possible.

3.4. Contractor shall employ project management techniques including:

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3.4.1. Work collaboratively with City to define and develop scope for each project or assignment.

3.4.2. Develop workplan in collaboration with SVP staff including critical timelines to meet compliance or audit deadlines.

3.4.3. Use a multi-phase process that includes assessment of options, development of plans, execution of work, and delivery of thorough, but concise, work product at the end of each phase.

3.4.4. Define and document communication channels including working with SVP to define the appropriate communication channels between Contractor and City, including project technical and managerial matters.

3.4.5. Identify the person(s) responsible and authorized for final decisions.

3.4.6. Development and use of work product approval and sign-off procedures.

3.4.7. Development and use of formal change management process including identifying individuals from Contractor and SVP with change management authority.

3.5. Communication and Coordination

3.5.1. Contractor shall coordinate regular status meetings or conference calls on a mutually scheduled basis.

3.5.2. At regular status meetings:

3.5.2.1. Contractor will support discussions of needs, projects, completed activities, ongoing activities, compliance issues, and upcoming activities within SVP’s compliance program.

3.5.2.2. Contractor will assess current and future compliance risk and recommend solutions and assistance to ensure SVP’s
compliance performance.

3.5.2.3. Contractor will tailor work such that SVP’s compliance objectives are conveyed with the appropriate context, including SVP’s past compliance experiences, the current risk-informed regulatory framework, and goals leading up to, during, and following future compliance audits.

3.6. Review and Approval of Deliverables:

3.6.1. Contractor will submit deliverables to the SVP project manager who will review for compliance with the assigned work. The SVP project manager shall notify Contractor of their approval or rejection of each deliverable.

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3.6.2. If Contractor’s deliverable fails to conform to the assigned work, SVP will specify items that are not compliant.

3.6.3. Upon receipt of such notification, Contractor will correct any such issues within five (5) business days from the date notice by SVP or such date as SVP shall specify in its notice and Contractor shall resubmit the deliverable to the SVP Project Manager for re-evaluation.

3.6.4. If the deliverable continues to fail to confirm to the assigned work, SVP, at SVP’s sole discretion, may allow Contractor an additional opportunity to correct the deliverable.

3.6.5. Corrections to deliverables shall be at no additional cost to City.

3.6.6. Contractor will make any changes required to conform to the requirements of the assigned work, including changes to previously accepted deliverables that may require edits due to changes to new deliverables.

3.6.7. When SVP determines that all deliverables conform to assigned work, SVP will notify Contractor that final acceptance of all Deliverables has occurred.

3.7. Contractor will maintain appropriate levels of security and confidentiality.

3.8. Contractor shall perform work in a cost-efficient manner.

4. Staffing

4.1. Andy Dressel will be the primary contact throughout the course of the engagement.

4.2. Where needed, Contractor will make available staff with expertise in all aspects of utility operations. Contractor will present SVP with the resume of any personnel it plans to use on any job to SVP for approval.

4.3. Contractor shall be solely responsible for selecting, hiring, employing, paying, supervising, training, and discharging all personnel necessary to provide service outlined in this Exhibit.

4.4. Contractor shall engage resources with the most appropriate expertise based on work activity. Contractor staff assigned to provide services shall possess:

4.4.1. Extensive knowledge of applicable NERC Reliability Standards, particularly NERC CIP Standards.

4.4.2. Knowledge of electric utility operational technology, networks, cyber systems and physical/cyber security trends and issues.

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4.4.3. Knowledge of the utility industry and its practices for generation, transmission, and operation of related facilities, including control systems.

4.4.4. Experience in providing similar services to NERC entities comparable to SVP in the WECC Region, or a strong history of assisting other utilities meet their NERC CIP medium-impact or high-impact regulatory obligations.

4.4.5. Experience working with WECC auditors and WECC utilities to develop or improve CIPv5 programs, and experience with WECC CIP audits.

5. Supply Chain Cyber Security Risk

5.1. Special Requirements

5.1.1. Definitions

5.1.1.1. Security Incident: A Security Incident means any breach event or known vulnerability or potential security flaw in the product delivered, or proposed to be delivered, to City. Any event perpetrated, or attempted, by any employee, contractor, or other provider working on behalf of Contractor delivering services to City. This shall include, but is not limited to, unauthorized disclosure of non-public information, unauthorized remote or local use of subject product, unauthorized changes to product or to any other City system, product crashing due to third-party interference, embedded malware, or opening of
unauthorized/undisclosed communication channels.

5.1.1.2. Banned Vendors or Product: Banned vendors or products are deemed to pose a threat to the U.S. bulk power system (BPS) or bulk electric system (BES) and are identified in U.S. executive orders or by federal government agencies including, but not limited to, the Department of Defense, Department of Energy, the Department of Homeland Security, the Federal Energy Regulatory Commission, or the North American Electric Reliability Corporation.

5.2. Contractor Notification of Security Incident

5.2.1. Contractor agrees to notify City immediately by email, whenever a Security Incident occurs.

5.2.1.1. Anytime Contractor becomes aware of a Security Incident, Contractor must provide notice by email to City contact person identified in this Agreement and the contacts in Exhibit A-1, as soon as possible, but no more than five (5) business days after

Agreement with Guidehouse, Inc./Exhibit A Page 20 of 35 Rev. 07-01-18
discovery. The notice shall include the date and time of the Security Incident occurrence (or the approximate date and time of the occurrence if the actual date and time of the occurrence is not precisely known) and a detailed summary of the facts and circumstances of the Security Incident, including a description of (a) how the Security Incident occurred (e.g., a precise description of the reason for the system failure (root cause analysis) to the extent known – interim reports are allowable), (b) the nature, type, and scope of the Security Incident including which products or system(s) that may be impacted (c) the scope of City Information known or reasonably believed to have been disclosed, and (d) the measures taken or planned to address and remedy the occurrence to prevent the same or a similar event from occurring in the future.

5.2.1.2. Contractor shall provide written updates of the notice to City addressing any new facts and circumstances learned after the initial written notice is provided and shall provide such updates within a reasonable time after learning of those new facts and circumstances. Contractor shall cooperate with City in City’s efforts to determine the risk, if any, to the Bulk Electric System (BES) posed by the Security Incident, including providing additional information regarding the Security Incident upon request from City.

5.2.2. Contractor shall ensure a confirmation of receipt is received for all initial and follow-up communication regarding the Security Incident.

5.3. Contractor Coordination of Responses related to Security Incident

5.3.1. Development and Implementation of a Security Incident Response Plan:

To the extent practicable, Contractor shall share any documentation (policies, plan, and procedures), and any updates to such documentation, to address Security Incidents (“Response Plan”) in place to mitigate the harmful effects of Security Incidents and addressing and remedying the occurrence to prevent the recurrence of Security Incidents in the future. Contractor shall provide City access to inspect its Response Plan, if available. The Response Plan should align with the best practices consistent with the contingency planning requirements of National Institute of Standards and Technology (NIST) Special Publication 800-61 Rev. 2, NIST Special Publication 800-53 Rev. 4, CP- 1 through CP-13 and the incident response requirements of NIST Special Publication 800-53 Rev. 4, IR-1 through IR-10 as those standards may be amended from time to time.

5.3.2. As soon as practicable, understanding time is of the essence, upon learning of a Security Incident related to the products and services

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provided to City by Contractor, Contractor shall notify City of that implementation by notifying the contacts in Exhibit A-1.

5.3.3. Prevention of Recurrence: As soon as practicable, understanding time is of the essence, Contractor shall provide recommendations, action plans, and/or mitigating controls to City on actions that City may take to assist in the prevention of recurrence, as applicable or appropriate.

5.3.4. Notification to Affected Parties: Contractor will, at its sole cost and expense, assist and cooperate with City with respect to any investigation of a Security Incident, to the extent the Security Incident involves or arises from Contractor-provided products or services, disclosures to affected parties, and other remedial measures as requested by City in connection with a Security Incident or required under any applicable laws related to a Security Incident, to the extent necessary.

5.4. Verification of Software Integrity and Authenticity of Patches (if related services are provided)

5.4.1. Hardware, Firmware, Software, and Patch Integrity and Authenticity:

5.4.1.1. Contractor shall share its risk management practices for supply chain delivery of hardware, software (including patches), and firmware provided under this Agreement. Contractor
documentation should include: any chain-of-custody practices, inventory management program (including the location and protection of spare parts), information protection practices, integrity management program for components provided by sub- suppliers, instructions on how to request replacement parts, commitment to ensure that for [a negotiated time period], spare parts shall be made available by Contractor.

5.4.1.2. Contractor shall specify how digital delivery for procured products (e.g., software and data) including patches will be validated and monitored to ensure the digital delivery remains as specified. City and Contractor shall ensure appropriate security measures are employed to deliver and verify
authenticity of products and patches.

5.4.1.3. To the extent practicable, Contractor shall identify the country (or countries) of origin of the procured product and its programmable components (including hardware, software, and firmware). Contractor will identify the countries where the development, manufacturing, maintenance, and service for the product are provided.

5.4.1.4. Contractor shall disclose if its products or programmable components are known to be included on any Banned Vendor

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or Products List. To the extent practicable, Contractor shall notify City if products or components are added to US
Government (e.g. Department of Defense, Department of
Homeland Security, Department of Energy) or the North
American Electric Reliability Corporation Banned Vendor or Products List following the initial procurement.

5.4.1.5. Contractor shall use trusted channels, such as U.S. registered mail, and require tamper-evident packaging for the delivery of procured products.

5.4.1.6. To the extent practicable, Contractor shall demonstrate chain- of-custody documentation for procured products.

5.4.2. Viruses, Firmware and Malware:

5.4.2.1. Contractor will make commercially reasonable efforts to investigate whether computer viruses or malware are present in any software or patches before providing such software or patches to City.

5.4.2.2. Contractor warrants that it has no knowledge of any computer viruses or malware coded or introduced into any software or patches, and Contractor will not insert any code which would have the effect of disabling or otherwise shutting down all or a portion of such software or damaging information or
functionality.

5.4.2.3. If a virus or other malware is found to have been coded or otherwise introduced as a result of Contractor’s product, service, actions, or negligence, Contractor shall immediately, and at its own cost take all necessary remedial action and provide assistance to City to eliminate the virus or other malware throughout City’s information networks, computer systems, and information systems, regardless of whether such systems or networks are operated by or on behalf of City; and restoring previous functionality of the affected device, system, or product.

5.4.3. Cryptographic Requirements:

5.4.3.1. Where applicable, Contractor shall document how the cryptographic system protects the confidentiality, data integrity, authentication, and non-repudiation of devices and data flows in the underlying system as specified by City. This documentation shall include, but not be limited to, the following:

Agreement with Guidehouse, Inc./Exhibit A Page 23 of 35 Rev. 07-01-18

5.4.3.1.1. The cryptographic methods (hash functions,
symmetric key algorithms, or asymmetric key
algorithms) and primitives (e.g., Secure Hash
Algorithm [SHA]- 256, Advanced Encryption
Standard [AES]-128, RSA, and Digital Signature
Algorithm [DSA]-2048) that are implemented in the
system, and how these methods are to be
implemented.

5.4.3.1.2. The preoperational and operational phases of key establishment, deployment, ongoing validation, and
revocation.

5.4.3.2. Contractor will use only “approved” cryptographic methods as defined in the FIPS 140-2 Standard when enabling encryption on its products.

5.4.3.2.1. Contractor shall provide an automated remote key- establishment (update) method that protects the
confidentiality and integrity of the cryptographic
keys.

5.4.3.2.2. Contractor shall ensure that:

5.4.3.2.2.1. The system implementation includes
the capability for configurable
cryptoperiods (the life span of
cryptographic key usage) in
accordance with the Suggested
Cryptoperiods for Key Types found in
Table 1 of NIST 800-57 Part 1, as may
be amended.

5.4.3.2.2.2. The key update method supports
remote re-keying of all devices within
[a negotiated time period(s)] as part of
normal system operations.

5.4.3.2.2.3. Emergency re-keying of all devices
can be remotely performed within [a
negotiated time period (e.g., 30 days)].

5.4.3.2.3. Contractor shall provide a method for updating cryptographic primitives or algorithms.

5.5. Controls for Remote Access

Agreement with Guidehouse, Inc./Exhibit A Page 24 of 35 Rev. 07-01-18

5.5.1. Contractors that directly, or through any of their affiliates, subcontractors or service providers, connect to City’s systems or networks agree to comply with the following protective measures:

5.5.1.1. In the course of furnishing products and services to City under this Agreement, Contractor shall not access, and shall not permit Contractor personnel to access, City property, systems, or networks or City Information without City’s prior express written authorization. Such written authorization may
subsequently be revoked by City at any time in its sole discretion. Further, any Contractor personnel access shall be consistent with, and in no case exceed the scope of, any such approval granted by City. All City authorized connectivity or attempted connectivity to City’s systems or networks shall be in conformity with City’s security policies, including, but not limited to, those policies used to address the NERC CIP reliability standards, as may be amended from time to time with notice to Contractor.

5.5.1.2. Contractor shall demonstrate controls designed to protect City- issued credentials and shall ensure that network devices have encryption enabled for network authentication to prevent possible exposure of City-issued credentials.

5.5.1.3. Prior to using any virtual private network or other device to simultaneously connect machines on any City system or
network to any machines on any Contractor or third-party systems, Contractor shall:

5.5.1.3.1. Provide City with the full name of each individual who uses any such remote access method and the
phone number and email address at which the
individual may be reached while using the remote
access method.

5.5.1.3.2. Agree that any computer used by Contractor
personnel to remotely access any City system or
network will not simultaneously access the Internet
or any other third-party system or network while
logged on to City systems or networks.

5.5.1.4. Contractor shall ensure that City-issued credentials issued to Contractor personnel for accessing City networks are not shared between Contractor personnel.

Agreement with Guidehouse, Inc./Exhibit A Page 25 of 35 Rev. 07-01-18

5.5.1.5. Contractor shall recommend any additional protective measures to address the security of remote and onsite access to City Information, City systems and networks, and City property.

5.5.2. Contractor Cybersecurity Policy: Contractor will provide Contractor’s cybersecurity policy to City, and Contractor agrees to implement and comply with that cybersecurity policy.

5.5.3. Return or Destruction of City Information: Upon completion of the delivery of the products and services to be provided under this Agreement, or at any time upon City’s request, Contractor will return to City all hardware and removable media provided by City containing City Information. If the hardware or removable media containing City Information is owned by Contractor or a third-party, a statement detailing the destruction method used and the data sets involved, the date of destruction, and the entity or individual who performed the destruction will be sent to a designated City security representative within fifteen (15) calendar days after completion of the delivery of the products and services to be provided under this Agreement, or at any time upon City’s request.

5.5.4. Audit Rights: City or its third-party designee may, but is not obligated to, perform audits and security tests of Contractor’s IT or systems environment and procedural controls to determine Contractor’s compliance with the system, network, data, and information security requirements of this Agreement. Contractor shall provide all information reasonably requested by City in connection with any such audits and shall provide reasonable access and assistance to City upon request.

Contractor will comply, within reasonable timeframes at its own cost and expense, with all reasonable recommendations that result from such inspections, tests, and audits.

5.5.5. Regulatory Examinations: Contractor agrees that any regulator or other governmental entity with jurisdiction over City and its affiliates, including but not limited to the North American Electric Reliability Corporation (NERC) and (WECC), may examine Contractor’s activities relating to the performance of its obligations under this Agreement to the extent such authority is granted to such entities under the law. Contractor shall promptly cooperate with and provide all information reasonably requested by the regulator or other governmental entity in connection with any such examination and provide reasonable assistance and access to all equipment, records, networks, and systems requested by the regulator or other governmental entity. Contractor agrees to comply with all reasonable recommendations that result from such regulatory examinations within reasonable timeframes at Contractor’s sole cost and expense. The foregoing cooperation and assistance will be rendered at

Agreement with Guidehouse, Inc./Exhibit A Page 26 of 35 Rev. 07-01-18
Contractor’s then-current time and materials rates, subject to City’s prior written authorization.

5.6. Contractor Notification of Remote or Onsite Access Revocation

5.6.1. Revocation: Contractor will immediately take all steps necessary to remove Contractor personnel’s access to any City Information, systems, networks, or property at such time when:

5.6.1.1. Any Contractor personnel no longer requires such access in order to furnish the services or products provided by Contractor under this Agreement.

5.6.1.2. Any Contractor personnel is terminated or suspended or his or her employment otherwise ends.

5.6.1.3. Contractor reasonably believes any Contractor personnel poses a threat to the safe working environment at or to any City property, including to employees, customers, buildings, assets, systems, networks, trade secrets, confidential data, and/or employee or City Information.

5.6.2. Notification: Contractor will notify City, no later than close of business on the same day as the day termination or change set forth in 5.6.1, above, occurs. Additionally, Contractor will notify City via e-mail to the contacts in Exhibit A-1, upon removal of access to City Information as well as City property, systems, and networks.

Agreement with Guidehouse, Inc./Exhibit A-1 Page 27 of 35 Rev. 07-01-18
EXHIBIT A-1

SCHEDULE OF FEES

CONTACT INFORMATION FOR NOTIFICATIONS OF CYBER SECURITY

INCIDENTS OR ACCESS REVOCATIONS

CIP Sr. Manager
Jeff Ipsaro
[email protected]
Office: (408) 615-5604
Cell: (408) 768-9841

NERC Compliance Manager
Val Guzman Ridad
[email protected]
Office: (408) 615-6633
Cell: (510) 697-1867

These contacts may be modified by written notice to the individuals listed in Section 17 of the Agreement.

Agreement with Guidehouse, Inc./Exhibit B Page 28 of 35 Rev. 07-01-18

EXHIBIT B

SCHEDULE OF FEES

1. MAXIMUM COMPENSATION
The maximum amount of compensation to be paid to Contractor during the Initial Term of this Agreement shall not exceed the amount specified in Section 6 (COMPENSATION AND PAYMENT) of the Agreement.

2. RATES

2.1. City shall pay Contractor in accordance with the rates in Table B-1 – Hourly Rates.

Labor Category Off-Site Hourly Rate On-Site Hourly Rate Director $345.00 $390.00
Associate Director $299.00 $344.00
Managing Consultant $265.00 $300.00
Senior Consultant $212.00 $257.00
Consultant $190.00 $235.00

2.2. The rates are inclusive of mark ups (profit, overhead, and general and administrative expenses).

2.3. Annual Budgets: Estimated annual budgets are outlined in Table B-2. Table B-2 is informational only and does not authorize any set of work. Table B02 includes the following assumptions: (1) continued compliance performance due to internal controls maturity, (2) continued rate increases of 3% per year, (3) a consistent rate of change to the NERC regulatory framework and SVP electric system, (4) a consistent level of support from SVP staff, and (5) SVP remains on a three-year audit cycle based on its status as a Transmission Operator. A change to any of these assumptions may result in additional cost. If changes will result in estimated total cost exceeding the Maximum Compensation set forth in Section 6 of the Agreement, the Parties may modify scope or execute an Agreement in advance of initiating additional work that would result in exceeding the Maximum Compensation. In no event shall the Contractor begin work exceeding the Maximum Compensation until an amendment has been executed between the Parties.

Agreement with Guidehouse, Inc./Exhibit B Page 29 of 35 Rev. 07-01-18
Period Expected Activities Estimated Annual Cost
October 2022 –
September 2023
Audit preparation (RSAW
review/revisions, mock audit,
Potential Non-Compliance
reporting / mitigation)
Audit support
General support (regular
meetings, new standard
review, new project review)
$145,000
October 2023 –
September 2024
Audit PNC mitigation, internal
controls program development
/ improvement
General support (regular
meetings, new standard
review, new project review)
$110,000
October 2024 –
September 2025
General support (regular
meetings, new standard
review, new project review)
$70,000
October 2025 –
September 2026
Audit preparation (RSAW
review/revisions, mock audit,
PNC reporting / mitigation)
Audit support
General support (regular
meetings, new standard
review, new project review)
$155,000
October 2026 –
September 2027
General support (regular
meetings, new standard
review, new project review)
$80,000
Additional
Services
Subject to approval process in
Section 3 of this Exhibit B.
$140,000

2.4. Rates shall remain fixed for through December 31, 2023. After December 31, 2023, Contractor may apply a three percent (3%) escalator to the rates annually unless otherwise agreed to between the Parties.

3. COST ESTIMATES:

3.1. For ongoing projects such as routine support described in Section 4 of Exhibit

Agreement with Guidehouse, Inc./Exhibit B Page 30 of 35 Rev. 07-01-18
A, Contractor may bill on a time and materials basis. For tasks which will require a commitment of over 4 weeks or $5,000 (Project Assignment), Contractor shall provide a quote which includes the following:

3.1.1. Detail of specific services to be performed. Detail of the services should have a level of detail reflective of the scope, timeline, and cost of the specific project.

3.1.2. Schedule of tasks.

3.1.3. Task duration and complete project schedule. The project schedule shall indicate any activities that may impact the project timeline.

3.1.4. Staff to be assigned to the project including resumes if staff have not previously worked on projects with SVP and indicating tasks to be performed by individuals and estimated level of effort (hours).

The project manager shall be specifically identified.

3.1.5. Estimated level of effort for each task.

3.1.6. Plan and schedule for each task.

3.1.7. Total Estimated Costs including, but not limited to: labor, applicable reimbursable expenses, taxes, and fees.

3.1.8. Items not specified in a quote are assumed to be included in the hourly rate.

3.2. The terms of the Agreement shall prevail over any and all Contractor terms and conditions including, but not limited to any terms listed on a quote.

3.3. The City will review the quote and, if there are no issues or concerns, City will approve the quote in writing (e-mail acceptable) authorizing the Contractor to begin work. At no time shall Contractor begin work before the City has issued written authorization. Quotes may be authorized by Compliance Manager, Division Manager, Senior Division Manager, Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer.

3.4. Changes

3.4.1. Contractor shall notify the City immediately when a situation occurs that may result in a change to the quoted project cost. Contractor shall provide reason for the change specific to each Project Assignment.

3.4.2. Contractor shall submit to the City an updated quote for review and approval from the City in advance of performing the additional work.

Written authorization may only be provided by a Division Manager, Senior Division Manager, Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer.

3.5. City shall not be required to pay a deposit or any other form of pre-payment

Agreement with Guidehouse, Inc./Exhibit B Page 31 of 35 Rev. 07-01-18
prior to the Contractor beginning work.

3.6. Contractor shall not initiate any Project Assignment that will result in costs exceeding the compensation in the Agreement or are anticipated to extend past the term of this Agreement.

4. REIMBURSABLE EXPENSES

4.1. Pass-Through Costs: In some cases, Contractor may pass-through costs such as, but not limited to: materials, printing, or shipping. Such Pass- Through Costs shall be included and approved in the applicable cost estimate for services.

4.2. When these Pass-Through Costs occur, Contractor will invoice City for these costs without markup.

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

4.4. Reimbursement of expenses is subject to the following conditions.

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

4.4.2. City will not reimburse travel costs. Travel costs are included in the rates set forth in Table B-1.

5. INVOICING AND PAYMENTS

5.1. Contractor shall submit an invoice to City monthly, in arrears, for payment for services performed the previous month, pursuant to this Agreement.

5.2. Each invoice shall include the task costs for the previous month, shall include sufficient detail for the City to confirm that services were provided according to the rates in this Agreement, and (if applicable) shall only include only work associated with a single quote.

5.3. City shall review the invoice submitted by Contractor and shall notify Contractor of any discrepancies or deficiencies in said invoice.

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

5.5. If there are no discrepancies or deficiencies in the submitted invoice and Contractor has submitted all required Certified Payroll, City shall process the invoice for payment within thirty (30) days of receipt.

Agreement with Guidehouse, Inc./Exhibit C Page 32 of 35 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 during the period of performance of the Agreement and for twenty-four (24) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under Contractor’s insurance. The minimum coverages, provisions and endorsements are as follows:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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.

Agreement with Guidehouse, Inc./Exhibit C Page 33 of 35 Rev. 07-01-18
least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

C. WORKERS’ COMPENSATION

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

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

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

D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Contractor. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney’s Office.

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

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

Agreement with Guidehouse, Inc./Exhibit C Page 34 of 35 Rev. 07-01-18
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 in accordance with the policy provisions. In the event of non-renewal, written notice shall be given in accordance with the policy provisions.
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 in accordance with the policy provisions. In the event of non-renewal, written notice shall be given in accordance with the policy provisions.

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

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

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to 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

Agreement with Guidehouse, Inc./Exhibit C Page 35 of 35 Rev. 07-01-18
complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

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

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

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

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

EBIX Inc.

City of Santa Clara | Silicon Valley Power
P.O. Box 100085 – S2 or 1 Ebix Way
Duluth, GA 30096 John’s Creek, GA 30097

Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for 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.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1063 Agenda Date: 10/18/2022

REPORT TO COUNCIL

SUBJECT
Action on an Agreement with Silicon Valley/Santa Clara DMO, Inc. d/b/a Discover Santa Clara® for the Administration of the Santa Clara Tourism Improvement District

COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development

BACKGROUND
The City and Silicon Valley/Santa Clara DMO, Inc. (“DMO”) previously entered into an agreement entitled “Agreement for Destination Marketing Services Between the City of Santa Clara, California, and Silicon Valley/Santa Clara DMO, Inc.”, dated November 3, 2020.

On May 25, 2021, Santa Clara City Council approved Resolution No. 21-8964 establishing the Santa Clara Tourism Improvement District (“SCTID”) pursuant to the Property and Business Improvement District Law of 1994, Streets and Highway Code Section 36600 et. seq. (“1994 Law”) to fund sales and marketing efforts for convention and group business travel. The SCTID was formed for a five- year term, July 1, 2021 - June 30, 2026. The DMO was designated in both the Resolution and the Management District Plan (“MDP”) as the SCTID’s Owners’ Association.

As described in the MDP, the City is required to enter into an agreement with the Owners’ Association for the administration of the SCTID. As such, staff developed a new agreement between the City and the DMO for the administration of the SCTID which will replace the previously entered into agreement for destination marketing services.

DISCUSSION
Approval of the new agreement will formalize the City’s contractual relationship with the DMO pursuant to the identified framework for managing the assessment funds as prescribed in the adopted Management District Plan, dated January 6, 2021. The new agreement with the DMO is retroactive to July 1, 2022 through June 30, 2026 with two five-year options to renew at the discretion of the City. The renewal options could potentially extend the agreement through to June 30, 2036.

Under the new agreement, the DMO, as the SCTID’s Owners’ Association, will be responsible for managing SCTID funds and for implementing, directing, and operating SCTID programs in accordance with the Management District Plan: Convention Sales, Incentives and Services; Marketing and Communications; Administration; Contingency; and City Administration. Additionally, the agreement includes the following provisions:
· Annual reporting requirement of executed sales and marketing activities, results of key performance indicators including financial results and other key achievements.

City of Santa Clara Printed on 10/14/2022Page 1 of 3
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22-1063 Agenda Date: 10/18/2022
· Development of an annual Sales and Marketing Plan.
· Quarterly reporting requirements of both financial results and performance measure progress. · Annual financial, performance and sales audit requirements. · Requirement to follow best procurement practices in the purchase of goods and services. · Regular and ongoing program coordination with City.
· Adherence to the Brown Act and the Public Records Act.

At this time, the City continues to serve as the DMO’s fiscal sponsor for the purpose of distributing funds/paying invoices that support activities and operations of the DMO. SCTID funds will be transferred to the DMO at the appropriate time as determined by the City. Once the SCTID funds are fully transferred to the DMO, the City will continue to collect the SCTID assessment funds and transfer funds on a monthly basis, less applicable administrative fees to cover City costs of collection and administration.

The DMO continues to make significant progress in its development. Highlights of those efforts include the following:

Administration
· The DMO’s d/b/a is Discover Santa Clara®. The DMO was recently notified of its success in federally registering the Discover Santa Clara® trademark.

Staffing
· The new Administrative Services Manager started on September 9th. · A new Convention Sales Manager started on September 23rd. · The Board of Directors are actively involved in the recruitment process for Chief Executive Officer.

Marketing
· Ongoing refinement of marketing materials including sales team pitch deck template, a variety of design advertising, and destination collateral.
· In the process of developing social media outreach strategy.

FISCAL IMPACT
There is no fiscal impact.

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board City of Santa Clara Printed on 10/14/2022Page 2 of 3
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22-1063 Agenda Date: 10/18/2022
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 Silicon Valley/Santa Clara DMO, Inc. d/b/a Discover Santa Clara® for the Administration of the Santa Clara Tourism Improvement District.

2. Authorize the City Manager to exercise the option to extend the Agreement for up to two five-year options to renew; and

3. Authorize the City Manager to make minor and administrative modifications to the Agreement if necessary.

Reviewed by: Ruth Mizobe Shikada, Office of the City Manager Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. Agreement for the Administration of the Santa Clara Tourism Improvement District

2. Santa Clara Tourism Improvement District Management Plan, dated January 6, 2021 City of Santa Clara Printed on 10/14/2022Page 3 of 3
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Agreement with Silicon Valley/Santa Clara DMO, Inc. Page 1 of 20 Rev. 09/27/2021
EBIX Insurance No. *S200004649

AGREEMENT TO ADMINISTER

THE SANTA CLARA TOURISM IMPROVEMENT DISTRICT

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
SILICON VALLEY/SANTA CLARA DMO, INC.

PREAMBLE

This Agreement is entered into by and between the City of Santa Clara, California, a chartered California municipal corporation (“City”) and Silicon Valley/Santa Clara DMO, Inc., a California non-profit mutual benefit corporation (“Corporation”), acting as the Owners Association pursuant to Section 36651 of the California Streets and Highways Code, for the administration of the Santa Clara Tourism Improvement District, for the purpose of conveying special benefits to lodging businesses assessed as part of the Santa Clara Tourism Improvement District. City and Corporation may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The Parties previously entered into an Agreement entitled “Agreement for Destination Marketing Services Between the City of Santa Clara, California, and Silicon Valley/Santa Clara DMO, Inc. dated November 3, 2020; and now desire to replace the prior Agreement.

B. On May 25, 2021, the Santa Clara City Council (“City Council”), acting pursuant to the Property and Business Improvement Act of 1994, Sections 36600, et seq., of the California Streets and Highways Code (“Act”), adopted Resolution No. 21-8964 (“Resolution”), which established the Santa Clara Tourism Improvement District (“SCTID”) and levied assessment on the lodging businesses within the District.

C. The assessments levied and collected by the City shall be used only for the purposed set forth in said Resolution, which incorporates by reference the Management District Plan.

D. The services and activities to be performed by the Corporation are of a supplemental nature, such that were it not for the establishment of the SCTID, the supplemental services could not or would not be performed by City or by City employees, and such that the interests of City are better served by an agreement with the Corporation than by the performance or attempted performance of such supplemental services and activities by City.

E. The City Council has authorized the City Manager’s Office to execute and administer this Agreement with the Corporation to administer the SCTID.

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

Agreement with Silicon Valley/Santa Clara DMO, Inc. Page 2 of 20 Rev. 09/27/2021
The Parties agrees as follows:

AGREEMENT TERMS AND CONDITIONS

1. AGREEMENT DOCUMENTS

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

Exhibit A – Key Performance Indicators
Exhibit B – Insurance Requirements
The documents listed below are hereby incorporated by reference:

Santa Clara Tourism Improvement District Management District Plan, dated January 6, 2021
Santa Clara Convention Center Booking Policy Guidelines

1.2. This Agreement, including the Exhibits and documents incorporated by reference as 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 terms and conditions in the body of the Agreement (including its Exhibits) and the documents incorporated by reference as set forth above, the terms and conditions in the body of this Agreement (including Exhibits) shall govern and control.

2. TERM OF AGREEMENT

2.1. Initial Term. 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 is retroactive to July 1, 2022 (“Effective Date”) and shall terminate on June 30, 2026. Notwithstanding the Effective Date, this Agreement shall be binding on the Parties upon full execution hereof.

2.2. Option Terms. Upon expiration of the Initial Term, City has the option and sole discretion to extend this Agreement, according to all terms and conditions, for a subsequent term of five (5) years (“Option Term One”) by serving notice to Corporation no later than 180 calendar days from the expiration of the Initial Term. Upon expiration of Option Term, City has the option and sole discretion to extend this Agreement, according to all terms and conditions, for a subsequent term of five (5) years ("Option Term Two") by serving notice to Corporation no later than 180 calendar days from the expiration of Option Term One. The Initial Term plus any such renewal terms is sometimes referred to herein as the "Term".

2.3. No Automatic Renewals. There shall be no automatic renewal of this Agreement upon the expiration of the Initial Term or either Option Terms.

Agreement with Silicon Valley/Santa Clara DMO, Inc. Page 3 of 20 Rev. 09/27/2021

2.4. Operating Year. The SCTID’s operating year shall mean each 12-month period of time during the Term beginning on July 1 and ending on June 30 (“Operating Year”) including extension periods, if any.

Initial Term
2022-2023 Operating Year July 1, 2022 to June 30, 2023
2023-2024 Operating Year July 1, 2023 to June 30, 2024
2024-2025 Operating Year July 1, 2024 to June 30, 2025
2025-2026 Operating Year July 1, 2025 to June 30, 2026
Option Term One
2026-2027 Operating Year July 1, 2026 to June 30, 2027
2027-2028 Operating Year July 1, 2027 to June 30, 2028
2028-2029 Operating Year July 1, 2028 to June 30, 2029
2029-2030 Operating Year July 1, 2029 to June 30, 2030
2030-2031 Operating Year July 1, 2030 to June 30, 2031
Option Term Two
2031-2032 Operating Year July 1, 2031 to June 30, 2032
2032-2033 Operating Year July 1, 2032 to June 30, 2033
2033-2034 Operating Year July 1, 2033 to June 30, 2034
2034-2035 Operating Year July 1, 2034 to June 30, 2035
2035-2036 Operating Year July 1, 2035 to June 30, 2036

3. CORPORATION RESPONSIBILITES

3.1. Program Implementation and Operation. Corporation shall be responsible for developing, implementing, directing, and operating SCTID programs, improvements or activities as described in the Management District Plan incorporated fully by reference.

Corporation understands and expressly agrees that it will comply with all applicable laws and regulations and maintain its non-profit status throughout the Term.

3.2. Key Performance Indicators (“KPIs”). Corporation’s performance of its responsibilities set forth in Section 3.1 shall be measured by the KPIs set forth in Exhibit A. The development of specific goals to be assigned from year to year to each KPI shall be discussed in good faith between the City and Corporation, and in alignment with the Santa Clara Convention Center Booking Policy Guidelines which may evolve and vary from time to time. To the extent the Parties to do not agree on new goals for the KPIs for any particular year, the previously agreed to goals shall remain in effect. The Corporation shall be responsible for providing the reporting described in Section 3.3.

3.3. Program and Budget Reports. Corporation shall prepare and submit to the City quarterly activity reports and an Annual Report for each year for which assessments are to be levied and collected by City. Corporation shall submit to City the various applicable SCTID program plans and reports, including the following:

A. Annual Report. Corporation shall prepare and submit to the City Manager’s Office and file with the City Clerk’s Office, an Annual Report for each Operating Year for which Assessments are to be levied and collected. The Annual Report shall be prepared in accordance with Section 36650 of the Act and shall contain all items required by said Section. The Annual Report shall be submitted by April 30 of each subsequent Operating Year of the SCTID’s operations for which assessments are Agreement with Silicon Valley/Santa Clara DMO, Inc. Page 4 of 20 Rev. 09/27/2021
to be levied and collected. These reports are subject to review, approval and/or modification by the City Council.

B. Sales and Marketing Plan. Corporation shall prepare and submit to City with the Annual Report, a comprehensive Sales and Marketing Plan. The Sales and Marketing Plan shall:
i. Include marketing approaches for all event types at the Santa Clara Convention Center (the “Convention Center”).
ii. Formulate a strategy for acquiring new and maintaining existing desirable convention, trade show and group leisure clients of the Convention Center and Santa Clara as a destination.
iii. Identify ideal clients by industry, type of business, and other appropriate factors as determined by Corporation and clients that should be targeted for development.
iv. Describe the unique selling proposition that sets Santa Clara and the Convention Center apart from competing destinations and venues. v. Define the sales territory(ies) and/or market segment(s) that will be targeted and the rationale for such delineation.
vi. Address competitive factors, including venues and the value proposition of Santa Clara as a destination and the Convention Center relative to such competition and all targeted markets.
vii. Articulate a forecast of sales and marketing results each quarter and annually, and include sales head count, sales activity, revenue, room nights and economic impact generated.

C. Quarterly Activity Reports. Corporation shall submit to City quarterly activity reports.

The report for July, August, and September of each SCTID operating year shall be submitted by October 31 of the subject year; the report for October, November, and December by January 31 of the subject year; the report for January, February, and March by April 30 of the subject year; and the report for April, May, and June by July 31 of the subsequent year. The quarterly activity reports shall describe the status and progress of the KPIs and various SCTID programs, improvements and activities as described and referenced in the Management District Plan. The Quarterly Activity Report shall be written in narrative summary form and include available summary statistical and financial data.

3.4. Audits.

A. Financial Statement Audit. Within ninety (90) days after the end of each Operating Year, Corporation agrees to provide to the City a certified Audited Financial Statement and Management’s Reports on Internal Control over Financial Reporting on the accounts and records as kept by the Corporation. Costs associated with obtaining such certified audit report shall be a Corporation expense, which expense shall be permitted to be included in Corporation’s Annual Budget. Such audit shall be performed by an external auditor approved by the City, such approval not to be unreasonably withheld or delayed, and shall be conducted in accordance with generally accepted auditing standards.

B. Agreed Upon Procedure Report. Corporation shall cause to be prepared an Agreed Upon Procedure (AUP) Report to validate the hotels’ SCTID assessment collection amount, calculation, and timely remittance to the City. The AUP shall be submitted to Agreement with Silicon Valley/Santa Clara DMO, Inc. Page 5 of 20 Rev. 09/27/2021
the City within ninety (90) days after the end of each Operating Year along with the Financial Statement Audit. Costs associated with obtaining such report shall be a Corporation operating expense, which expense shall be permitted to be included in the Corporation’s Annual Budget. Such report shall be performed by the external auditor approved by the City and shall be conducted in accordance with generally accepted auditing standards.

C. Performance Audit. City (through its Director of Finance or other authorized officer or designee) may also cause, at its own expense, a Performance Audit to be conducted and completed by a performance auditor (the person or firm so selected referred to herein as the “Auditor”) or by the City Auditor. The Performance Audit shall assess Corporation’s performance during the previous Operating Year using the KPIs, considering applicable funding levels under this Agreement. A draft report of the Performance Audit shall be made available for comment by City and Corporation prior to completion of the audit. The Performance Audit will include the Performance Measures agreed each year as part of the budget process.

D. Sales Audit. City may also conduct a sales audit, at its own expense, at a frequency determined by the City, to validate the “status” and documentation of client files. The frequency of the sales audit shall be agreed upon by both Parties. This audit is designed to confirm the accuracy of the numbers reported related to sales performance and data that is calculated to determine incentive plan expenditures.

3.5. Program Coordination. Corporation shall render services described in Section 3.1 (“Services”) in accordance with the Management District Plan and the terms of this Agreement and shall cooperate with the City Manager’s Office in the execution of the Management District Plan and this Agreement.

3.6. Support Services. Corporation assumes responsibility for the contracting of support services as required and paying for all such direct and indirect expenses as may be necessary for the timely completion of work. Any obligations or expenditures for items not budgeted in Corporation’s Annual Budget (as it may be revised or updated from time to time) shall not be paid through assessments collected for the SCTID. In administering subcontracts as necessary for providing SCTID programs, improvements or activities, Corporation shall comply with all applicable State, County and City laws and regulations.

3.7. Procurement of Goods and Services. Corporation shall follow best procurement practices in the purchase of goods and services that are paid for through this Agreement. The term “best procurement practices” shall entail Corporation acting in a commercially reasonable manner in: (i) implementing and maintaining responsible management and oversight so as to manage its procurement contracts fairly and effectively, (ii) considering factors such as the requirements of Corporation’s business operations, alternatives, timing, supply strategy and total life cycle costs of the good or service when evaluating vendors’ submissions, (iii) providing all qualified vendors with fair access so as to avoid conflict of interest, and to choose the successful vendor through a fair and non-discriminatory process, (iv) assuring that it is receiving quality service and goods at the right place and time, and (v) otherwise promoting integrity, professionalism, accountability, transparency, compliance to internally articulated requirements, and continuous improvement.

Agreement with Silicon Valley/Santa Clara DMO, Inc. Page 6 of 20 Rev. 09/27/2021
To the maximum extent possible, Corporation shall provide economic opportunities to the City’s local businesses and vendors through the Corporation’s procurement of goods and services, and actively market, promote and disseminate information to City businesses and vendors with regard to the Corporation’s procurement policies (in an effort to provide increased competition and awareness to City businesses and vendors of future bids, proposals, and other procurement opportunities issued by the Corporation). Corporation shall report such efforts to City when reasonably requested by the City.

3.8. Budget. Each program, improvement or activity specified in the Management District Plan, and as described in section 36622 of the Act, or the Annual Report, shall be implemented by Corporation. Corporation and City agree that amounts shown in the Management District Plan or the Annual Reports were the best estimates of the cost of those programs, improvements, or activities at the time those estimates were made.

Deviations from those estimates may be anticipated and made by mutual agreement of the Parties and subsequent update to Corporation’s Annual Budget. City and Corporation also agree that the programs, improvements, and activities may not be completed within the year budgeted, given normal delays that can be expected in these types of programs. Corporation will use its best efforts to implement and complete all programs, improvements and activities specified in the Management District Plan. If Corporation decides to make any changes to the Management District Plan, Corporation will request City Council authorization to make said modifications pursuant to Sections 36635 and 36636 of the Act. In no event may Corporation spend more than the total amount collected pursuant to collection rate in the Management District Plan for any given year, including delinquent payments, interest income, and rollover funds, without City Manager’s Office or City Council approval.

4. CITY RESPONSIBILITES
The City Manager’s Office may assist with the resolution of any discrepancies in individual Assessment amounts, calculations, or benefits. The City reserves the right to:

4.1. Make reasonable efforts to effect the timely collection of the monthly assessment, including City assessments and direct billed assessments;

4.2. Make reasonable efforts with the Finance Department to pursue delinquent assessments and remit such assessments to Corporation, including penalties subject to City’s right to recover costs for pursuing such assessments;

4.3. Maintain a continual liaison with Corporation, including assisting with the coordination of services from various other City departments, bureaus, and agencies as needed;

4.4. Conduct reviews of existing primary data; verify assessment data as provided by the Finance Department; perform field or site inspections to verify the accuracy of existing or secondary data, or to substantiate a claim made by a lodging business owner subject to assessment in the SCTID, with the cooperation of Corporation; maintain confidentiality of certain City records as City deems appropriate;

4.5. Make reasonable efforts with the Finance Department to make changes or corrections to the reporting process for lodging businesses as needed; Agreement with Silicon Valley/Santa Clara DMO, Inc. Page 7 of 20 Rev. 09/27/2021

4.6. Any of the actions by the City Manager’s Office mentioned in this Section may require a written request from Corporation to conduct the investigation; additional related documentation, such as a written request from the affected lodging business owner, may also be required. All City Manager’s Office costs associated with such supplemental investigations may be recovered from the SCTID assessments collected, subject to existing or future City policies and procedures regarding recoverable costs and expenses. Such costs will be in addition to those costs set forth in Section 7 of this Agreement.

5. RIGHT OF CITY TO INSPECT RECORDS OF CORPORATION

5.1. 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 Corporation for the purpose of verifying any and all expenditures made by Corporation in connection with the Services rendered by Corporation under this Agreement.

Corporation agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all expenditures made by Corporation in connection with the Services rendered by Corporation. Any expenses not so recorded shall be disallowed by the City. Corporation shall bear the cost of the audit if the audit determines that there has been a substantial non-recording of expenditures by Corporation.

5.2. Corporation shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Corporation agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to Corporation’s Services hereunder. Corporation shall turn over to City all records which demonstrate performance under this Agreement upon termination or completion of this Agreement.

6. DISBURSEMENTS

6.1. Based upon the assessments collected pursuant to the collection rate in the Management District Plan or Annual Reports, and with the exception of recoverable City Manager’s Office costs and net of any Finance Department charges or City Administration Fees, City shall disburse to Corporation the actual revenues received from SCTID assessments. Assessment revenues shall be disbursed to the Corporation by City periodically throughout the year as close to the time such revenues are received by the Finance Department. The Assessment revenues will be collected on a quarterly basis or at the close of any shorter reporting period as established by the Director of Finance.

6.2. The City Manager’s Office may withhold either all or some portion of the actual revenues received from assessments if the City Manager’s Office finds that the Corporation is not properly administering its Annual Budget in accordance with the Annual Report and Section 3 (insofar as it requires Corporation to create an Annual Budget and expend funds pursuant to this Agreement, the Management District Plan and the Annual Report, and in compliance with the Act). The City Manager’s Office will notify Corporation and set forth the specific problems and issues relative to the Corporation’s failure to properly implement the improvements and activities stated in Section 3 of this Agreement, the Management District Plan, and the Annual Report. The Agreement with Silicon Valley/Santa Clara DMO, Inc. Page 8 of 20 Rev. 09/27/2021
City Manager’s Office and Corporation will immediately attempt to cure the problems if, at the City Manager’s Office’s discretion, a cure is appropriate. Funds will be released upon the implementation of an acceptable cure, subject to the approval of the City Manager’s Office and possible modification of the disbursement schedule. This does not alter or diminish in any way City’s right to proceed in a manner consistent with California Streets and Highways Code, Section 36670, or other applicable law, or to invoke other appropriate remedies, including termination of this Agreement.

6.3. If the Corporation is dissolved, dissolves itself, or no longer has non-profit status, prior to or upon the expiration of this Agreement, any unexpended monies will be immediately transmitted to City for distribution as described in Section 10 of this Agreement. Corporation will immediately notify the City Manager’s Office of any such change in corporation status.

7. COSTS AND EXPENSES

7.1. Administration Fee. Per the Management District Plan, the Corporation shall pay the City a fee equal to two percent (2%) of the amount of assessment collected to cover its costs of collection and administration which may include but are not limited to: staffing costs, legal services, and operational costs for rent, telephone, supplies, postage, and other general office expenses. The Administrative Fee will be deducted from the assessment funds the City will forward to the District quarterly.

7.2. Penalties and Interest. The Corporation shall reimburse the City for any costs associated with collecting unpaid assessments in accordance with the Management District Plan.

8. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit B, Corporation shall provide and maintain in full forces, at no cost to City, insurance policies set forth in Exhibit B.

9. NOTICES

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

City of Santa Clara
Attention: City Manager’s Office
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]

And to Corporation addressed as follows:

Silicon Valley/Santa Clara DMO, Inc.

Attention: Board of Directors
5001 Great America Parkway
Santa Clara, CA 95054
And by e-mail at [email protected]
Agreement with Silicon Valley/Santa Clara DMO, Inc. Page 9 of 20 Rev. 09/27/2021

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.

10. REVENUES AND ASSETS OF THE DISTRICT
In the event the SCTID is disestablished, expires, or otherwise terminates, or the Corporation ceases to be a non-profit corporation, all remaining revenue, after all outstanding debts are paid, derived from the levy of assessments, or derived from the sale of assets acquired with the revenues, shall be refunded in the manner described in Section 36671 of the Act.

11. CONFLICT OF INTEREST

11.1. Corporation certifies that to the best of its knowledge, no City officer, employee, or authorized representative has any financial interest in the business of the Corporation and that no person associated with Corporation has any interest, direct or indirect, which could reasonably be expected to conflict with the faithful performance of this Agreement. Corporation 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. Corporation will advise City if a conflict arises.

11.2. For the duration of this Agreement, Corporation and its employees or agents will not act in a manner which is reasonably likely to create any SCTID-related conflict of interest. In particular, Corporation’s Board of Directors and the Chief Executive Officer must disclose any material financial interest they have in any matter coming before them for decision. Any Board member, Chief Executive Officer or employee shall refrain from participating in the decision-making process relating to any matter in which they may have a material financial interest or conflict of interest.

11.3. Nothing in this Section prohibits or precludes Corporation's officers, members, directors, agents, or employees from providing or presenting to other interested parties or entities, information or assistance related to the SCTID's establishment or operations, or to the establishment or operation of other proposed or existing districts throughout the City, where such information or assistance does not create a conflict of interest or disclose confidential information. However, Corporation may not provide the services discussed in Section 3 of this Agreement to any other Business Improvement District unless the bylaws of both Corporations are amended to permit the provision of such services.

12. ASSIGNMENT AND SUBCONTRACTING
City and Corporation 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. Corporation shall not hire subcontractors without express written permission from City, which permission will not be unreasonably withheld or delayed,.

Corporation 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 Corporation is for the acts and omissions of persons directly employed by it.

Agreement with Silicon Valley/Santa Clara DMO, Inc. Page 10 of 20 Rev. 09/27/2021

13. GENERAL FUND NOT LIABLE
Neither the General Fund of City, nor any other fund, revenue source or monies whatsoever of City, except for the actual collected SCTID Assessment net revenue, shall be liable for payment of any obligations arising from this Agreement. Said obligations are not a debt of City, nor a legal or equitable pledge, charge, lien, or encumbrance upon any of its property or upon its income, receipts, or revenues.

This Agreement embodies all of Corporation's reimbursement rights and no promissory note or other document shall be required to be executed by City in connection therewith.

14. CORPORATION NOT AGENT OF CITY
Neither Corporation or any of Corporation's employees, agents, representatives, or subcontractors are or shall be considered to be agents of City, nor shall Corporation be considered a legislative body, relative to the performance of Corporation's obligations under this Agreement or for any other purpose.

15. TERMINATION

15.1. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than sixty (60) days prior written notice to Corporation. Upon receipt of said notice, Corporation shall immediately take action not to incur any additional obligations, cost, or expenses, except as may be reasonably necessary to terminate its activities. City shall pay Corporation its reasonable and allowable costs through the effective date of termination and those reasonable and necessary costs incurred by Corporation to effect such termination. Thereafter, Corporation shall have no further claims against City under this Agreement.

15.2. City shall have the right to suspend this Agreement immediately with written notice to the Corporation in the event City determines that misappropriation of funds, malfeasance, or other violations of law have occurred in connection with Corporation’s management of the SCTID. City retains the right to immediately commence disestablishment proceedings in accordance with Streets and Highways Code Section 36670, which states in pertinent part that “[a]ny district established or extended pursuant to the provisions of this part, where there is no indebtedness, outstanding and unpaid, incurred to accomplish any of the purposes of the district, may be disestablished by resolution by the city council... [i]f the city council finds there has been misappropriation of funds, malfeasance, or a violation of law in connection with the management of the district, it shall notice a hearing on disestablishment.” Streets and Highways Code § 36670(a)(1). In addition, City may seek all other available appropriate remedies pursuant to law. Corporation will have 10 business days to respond in writing to City’s notice of suspension and begin a dispute resolution process.

15.3. Further notwithstanding the foregoing, City may immediately terminate this Agreement if Corporation ceases to be a non-profit or if a federal or state proceeding for relief of debtors is undertaken by or against Corporation, or if Corporation makes an assignment for the benefit of creditors.

15.4. In the event City terminates this Agreement as provided in this Section, City may procure upon such terms and in such manner as City may deem appropriate, services Agreement with Silicon Valley/Santa Clara DMO, Inc. Page 11 of 20 Rev. 09/27/2021
similar in scope and level of effort to those terminated, and Corporation shall be liable to City for all its direct costs and damages, including, but not limited to, any excess costs for such services.

15.5. All documents and materials produced or procured by Corporation pursuant to its performance under this Agreement, including the Management District Plan or the Act shall become City property upon date of such termination.

15.6. The rights and remedies of this Agreement are not exclusive and are in addition to any other rights or remedies provided by law or under this Agreement.

16. BROWN ACT AND PUBLIC RECORDS ACT

16.1. The Board of Directors of the Corporation is a private entity and may not be considered a public entity for any purpose, nor may its board members or staff be considered to be public officials for any purpose.

16.2. Notwithstanding Section 16.1 above, the Board of Directors of the Corporation, when hearing, discussing, deliberating, and taking actions on matters within the subject matter of the SCTID will comply with the provisions of the Ralph M. Brown Act (Chapter 9, commencing with Section 54950 of Part 1 of Division 2 of Title 5 of the Government Code).

16.3. Notwithstanding Section 16.1 above, Corporation and the Board of Directors are also subject to and must comply with the California Public Records Act (Chapter 3.5, commencing with Section 6250 of Division 7 of Title 1 of the Government Code).

17. SEVERABILITY
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.

18. 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 José, California.

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

20. EXCUSABLE DELAYS
In the event that performance on the part of any Party hereto shall be delayed or suspended as a result of circumstances beyond the reasonable control and without the fault and negligence of said Party, none of the Parties shall incur any liability to the other Parties as a result of such delay or suspension. Circumstances deemed to be beyond the control of the Agreement with Silicon Valley/Santa Clara DMO, Inc. Page 12 of 20 Rev. 09/27/2021
Parties hereunder shall include, but not be limited to, acts of God or of the public enemy; insurrection; acts of the Federal Government or any unit of State or Local Government in either sovereign or contractual capacity; fires, floods; pandemics; epidemics; quarantine restrictions; strikes, freight embargoes or delays in transportation, to the extent that they are not caused by the Party's willful or negligent acts or omissions, and to the extent that they are beyond the Party's reasonable control.

21. WAIVER
Corporation 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.

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

23. FAIR EMPLOYEMENT
Corporation 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.

24. COMPLIANCE WITH LAWS
Corporation 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, Corporation’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), and Business Tax Certificate (SCCC section

3.40.060), as such Chapters or Sections may be amended from time to time or renumbered.

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

25. HOLD HARMLESS/INDEMNIFICATION

25.1. To the extent permitted by law, Corporation 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 reasonable 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 Corporation pursuant to this Agreement with Silicon Valley/Santa Clara DMO, Inc. Page 13 of 20 Rev. 09/27/2021
Agreement – including claims of any kind by Corporation’s employees or persons contracting with Corporation pursuant to this Agreement – 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. The City shall provide prompt notice to Corporation of any third-party claim or action for which it will seek indemnification from Corporation hereunder and provide Corporation with the opportunity to defend such claim or action with attorneys it selects. If Corporation does not exercise its right to defend such claim or action, then the City shall do so, but the City shall not settle any claim or action for which it will seek to be indemnified by Corporation hereunder without first obtaining the written consent of Corporation, which consent will not be unreasonably withheld or delayed.

25.2. Corporation’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 Corporation, against City (either alone, or jointly with Corporation), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

25.3. To the extent Corporation 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, Corporation 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 Corporation’s responsibilities under the Act.

26. WARRANTY
Corporation expressly warrants that all materials and services covered by this Agreement shall be completed in a manner consistent with professional standards practiced among those firms within Corporation's profession, doing the same or similar work under the same or similar circumstances. Corporation agrees to promptly replace or correct any incomplete, inaccurate, or defective work at no further cost to City when defects are due to the negligence, errors, or omissions of Corporation. If Corporation fails to promptly correct or replace services, City may make corrections or replace materials or services and charge Corporation for the cost incurred by City.

27. 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. Electronic copies of signed signature pages transmitted electronically by any Party to the other Party either by facsimile or via the Internet (e.g., in a “pdf” or “tif” format data file or comparable format) will be deemed binding originals for all purposes and will be deemed delivered for all purposes when any such copies are received by the other Party.

Approved as to Form: Dated:

Office of the City Attorney RAJEEV BATRA
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
-
"City" /J~ ,,.,,.,
Dated: ~ · c....-----~--------¾------
By (Signature): __ ___;~=---~1----==:::.....~~_::'_::~_::-_::-::-_::----__ Name: Eron Hod --------------
Title: Board of Directors Chair
Principal Place of 5001 Great America Parkway
Business Address: Santa Clara, CA 95054
Email Address: [email protected]
Telephone: (408) 748-7095
"Corporation"
Agreement with Silicon Valley/Santa Clara OMO, Inc.

Rev. 09/27/2021

Page 14 of 20 ends

City Council and Authorities ConcurrentOctober 18, 2022

City Council and Authorities Concurrent
October 18, 2022