Agenda packet — City Council and Authorities Concurrent, December 6, 2022 (part 7 of 11)

3.1.1. Hours during single daily shift - ten (10) hours per day

JOB CLASSIFICATION STRAIGHT OVERTIME DOUBLE

TIME TIME
Technical Advisor/ PM $190.00 $240.00 $240.00
Safety Coordinator $135.00 $170.00 $170.00
Millwright Supervisor $160.00 $220.00 $220.00
Millwright Foreman $150.00 $210.00 $210.00
Millwright Journeyman $128.00 $168.00 $207.00
Specialty Technician $200.00 $250.00 $250.00

3.1.2. Hours outside of single daily shift- in excess (10) hours per day

JOB CLASSIFICATION STRAIGHT OVERTIME DOUBLE

TIME TIME
Technical Advisor/ PM $192.00 $242.00 $242.00
Safety Coordinator $137.00 $172.00 $172.00
Millwright Supervisor $162.00 $222.00 $222.00
Millwright Foreman $152.00 $212.00 $212.00
Millwright Journeyman $130.00 $170.00 $209.00
Specialty Technician $203.00 $253.00 $252.00

3.2. Definitions:

3.2.1. Straight time shall be eight (8) hours per day, Monday through Friday except on federal holidays.

3.2.2. Hours in excess of eight (8) hours Monday through Friday and all hours on Saturday shall be billed at Overtime rates.

3.2.3. Hours on Sundays and Federal holidays shall be billed at double time rates. Holidays are defined as: New Year's Day, Martin Luther King Day, Washington's Birthday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran's Day, Thanksgiving Day, Christmas Day

3.3. Minimum billable hours are eight (8) hours per day except holidays

3.4. Standby Time: If Contractor staff is required to be available for call-in on weekends or holidays, Contractor may invoice at straight time.

3.5. Travel

3.5.1. Contractor may quote and invoice Per Diem as further defined in Section 5 of this Exhibit B for non-local resources every day that a contractor employee is assigned to the City, including travel until individual is released from the job site (demobilized).

Amendment No. 1 to Agreement/*insert Contractor's name
Rev. 10/25/2019
Page4

3.5.2. Contractor may invoice travel time based on straight time for all nonlocal resources when services are provided at SVP's location.

4. EQUIPMENT:

4.1. Equipment shall be quoted and invoiced based on the below table:

EQUIPMENT DAILY CONSUMABLES FREIGHT
Major Set (Steam/Gas) HGP $1,500 $250/day
Tool Set $1,000 $200/day
Cl Tool Set/Minor Generator $ 750 $150/day Cost
Tool Set $1,000 $250/day +15%
Company Truck $ 250 Fuel cost + 15%

4.2. Tool rental charges start when the tools are off loaded at site and apply until tools are shipped from site.

5. REIMBURSABLE EXPENSES

5.1. If included in a quote, Contractor may submit invoices for reimbursement of expenses set forth below, subject to the following conditions.

5.2. 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 required services and are not included in a fixed cost for such services.

5.3. The following expenses shall be reimbursable by the City.

5.3.1. Travel-related expenses (mileage, lodging, meals, etc.);

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

5.3.3. The City shall not reimburse local travel (within Santa Clara County).

5.3.4. The rental of any specialized equipment to the extent the City has preapproved, in writing, the cost of such rental.

5.3.5. The cost of mailing, shipping and/or delivery of any documents or materials on behalf of the City.

5.3.6. Any other expenses expressly identified as being reimbursable.

Amendment No. 1 to AgreemenU*insert Contractor's name
Rev. 10/25/2019

Page 5 ends

5.3.7. Contractor shall quote and invoice mileage based on the current IRS rate.

5.4. Except as specified above, the City will reimburse these expenses at actual cost plus 15%.

6. INVOICING

6.1. Contractor shall submit an invoice to the City monthly, in arrears, for payment for services performed the previous month, pursuant to this Agreement.

6.2. City shall pay Contractor for Additional Services in accordance with approved quotes and the rates listed in this Exhibit B-1.

6.3. Each invoice shall include the task costs for the previous month.

6.4. The City shall review the invoice submitted by Contractor and shall notify Contractor of any discrepancies or deficiencies in said invoice.

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

6.6. If there are no discrepancies or deficiencies in the submitted invoice and Contractor has submitted all required Certified Payroll using LCP Tracker or such other system as defined by City, City shall process the invoice for payment.

Amendment No. 1 to AgreemenU*insert Contractor's name
Rev. 10/25/2019

Page 6 ends

Ebix Insurance No. S200004650
AMENDMENT NO. 2

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

ALLIED POWER GROUP

PREAMBLE
This agreement ("Amendment No. 2") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) Allied Power Group, LLC, a Delaware Limited Liability Corporation, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. The Parties previously entered into an agreement entitled Agreement for Services Between the City of Santa Clara and Allied Power Group, dated June 25, 2021(Agreement); and
B. The Agreement was previously amended by Amendment No. 1, dated August 19, 2021. The Agreement and all previous amendments are collectively referred to herein as the "Agreement as Amended"; and
C. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide emergency overhaul services at the Gianera Power Plant, and
D. Due to additional emergency repair needs, the Parties now wish to amend the Agreement as Amended to extend the term.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement as Amended, entitled "TERM OF AGREEMENT" is amended to read as follows:

Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on June 1, 2021 and terminate on December 31, 2022.

Amendment No. 2 to Agreement/Allied Power Group
Rev. 10/25/19

Page 1 ends

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

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

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

Digitally signed by Caio Arellano
Date: 2021.12.20 10:56:42
-08'00'
Office of the City Attorney
City of Santa Clara
"CITY"
Ci y Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

ALLIED POWER GROUP

A DELEWARE LIMITED LIABILITY CORPORATION
Dated: December 12, 2021
By (Signature)
Name.

J2;----;
James Masso
~
Title: President - Allied Power Group
Principal Place of
Business Address: (to be filled in by City staff)
Email Address: [email protected]
Telephone: .( ) +1-904-553-8820
Fax: .( ) 281-444-3535
"CONTRACTOR"
S:\Attorney\AGREEMENTS\Amendments\Amendment No. 2 - Form.doc Amendment No. 2 to Agreement/Allied Power Group
Rev. 10/25/2019
Page2
EBIX Insurance No. *S200004650
AMENDMENT NO. 3 TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

ALLIED POWER GROUP

PREAMBLE
This agreement ("Amendment No. 3") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) Allied Power Group, LLC, a Delaware Limited Liability Corporation, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. The Parties previously entered into an agreement entitled Agreement for Services Between the City of Santa Clara and Allied Power Group, dated June 25, 2021 (Agreement); and
B. The Agreement was previously amended by Amendment No. 1, dated August 19, 2021 and by Amendment No. 2 dated December 21, 2021. The Agreement and all previous amendments are collectively referred to herein as the "Agreement as Amended"; and
C. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide emergency overhaul services at the Gianera Power Plant, and D. Except for parts at the depot awaiting overhaul, work performed under the Agreement and Amendment No. 1 have been completed and due to additional emergency repair needs on Gianera Unit 2, the Parties now wish to amend the Agreement as Amended to add additional scope including the purchase of a spare rotor.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 6 of the Agreement, entitled "COMPENSATION AND PAYMENT" is amended to read as follows:

In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "FEE SCHEDULE AND PAYMENT PROVISIONS." The maximum compensation of this Agreement is nine million dollars ($9,000,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services including sales tax and any other payments required to Contractor. All work performed or materials provided in Amendment No. 3 to Agreement/' Allied Power Group
Rev. 10/25/19

Page 1 of 47 ends

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.

2. Exhibit A-2 which was referenced in the Agreement and not attached is hereby attached and incorporated by reference.

3. Exhibit A-3 Additional Scope of Services Effective January 12, 2022 is hereby attached and incorporated by reference.

4. Exhibit B - Fee Schedule and Payment Provisions shall be deleted and replaced with the attached Exhibit B - Fee Schedule and Payment Provisions - Amended January 12, 2022.

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

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

CITY OF SANT A CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated: ~Bl;H).:;; L.-- • Digitally signed by Luis M. Haro ' LUIS M Haro Date:2022.02.0110:44:28 ' -08'00'
Office of the City Attorney
City of Santa Clara
"CITY"
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

ALLIED POWER GROUP, LLC
A Delaware Corporation
Dated: ~25,~22
By (Signature):

Name: ~AfJfM
~
68Mi8- James Masso
Title: 81,~mift~ft'!l'Me-@ffieer President
Principal Place of 10131 Mills Road
Business Address: Houston, TX 77070
Email Address: 1'!~tel"tie@otftee!Ptreom jmasso@alliedpg .com Telephone: f~12, O?O ~ 904 553 8820
"CONTRACTOR"
Amendment No. 3 to Agreement/*Allied Power Group
Rev. 10/25/19

Page 2 of 47 ends

AGREEMENT FOR SERVICES BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA AND ALLIED POWER GROUP
EXHIBIT A-3
ADDITIONAL SCOPE OF SERVICES EFFECTIVE JANUARY 12, 2022 Contractor will provide experienced labor, supervision, engineering, equipment, machinery, tools, and materials necessary to perform the services for Silicon Valley Power (SVP) as detailed below:

1. Scope of Work - Frame 5 Major Inspection

1.1. Disassembly

1.1.1. Pre-job safety training

1.1.2. Lockout/ Tagout (LOTO)

1.1.3. Check accessory alignment

1.1.3.1. 1.1.3.2.

1.1.3.3. Disassemble accessory coupling guard
Remove accessory coupling and install alignment
fixture
Check as-found accessory alignment

1.1.4. Check load package and generator alignment

1.1.4.1. 1.1.4.2.

1.1.4.3. 1.1.4.4.

Disassemble load coupling guard, bellows, and #2
bearing extension cover
Disassemble and remove load coupling
Install alignment fixture and check alignment
Check generator quill shaft alignment

1.1.5. Remove combustion components

1.1.5.1. 1.1.5.2.

1.1.5.3. 1.1.5.4.

1.1.5.5. Remove gas, atomizing air, fuel oil & water injection pigtails
Remove Fuel Nozzles (FN)
Remove combustion chamber covers
Remove retainers, cross fire tubes, and liners
Hot bolt manifolds and interference cooling air piping
Amendment No. 3 to Agreement/*Allied Power Group
Rev. 10/25/19

Page 3 of 47 ends

1.1.5.6. 1.1.5.7.

1.1.5.8. Unbolt outer cross fire tubes and hot bolt combustion chambers
Remove manifolds and interference cooling air piping
Remove combustion chambers

1.1.6. Inlet and exhaust

1.1.6.1. 1.1.6.2.

1.1.6.3. 1.1.6.4.

1.1.6.5. 1.1.6.6.

1.1.6.7. 1.1.6.8.

1.1.6.9. Remove insulation packs from inlet elbow and prep elbow for removal
Prep exhaust stack for removal
Prep turbine roof and walls for removal
Rig and remove Inlet elbow
Record opening 6-point RO blade clearance checks
Rig and remove exhaust stack, turbine roof and walls
Remove aft flex seals
Remove Upper Half Forward (U/H FWD) flex seals
Unbolt exhaust diffuser and drift aft

1.1 . 7. Remove cases

1.1.7.1. 1.1.7.2.

1.1.7.3. 1.1.7.4.

1.1.7.5. 1.1.7.6.

1.1.7.7. 1.1.7.8.

1.1.7.9. 1.1.7.10.

Install casing jacks
Unbolt and remove turbine case
Unbolt and remove aft compressor case
Unbolt and remove Forward (FWD) compressor case
Perform Inlet Guide Vanes (IGV) checks
Remove inlet bell mouth
Remove Transition Pieces (TP)
Remove Compressor Discharge Case (CDC)
Remove inner barrel U/H
Remove exhaust hood frame
Amendment No. 3 to AgreemenU*Allied Power Group
Rev. 10125119

Page 4 of 47 ends

1.1.7.11. 1.1.7.12.

1.1.7.13. 1.1.7.14.

1.1.7.15. Remove Upper Half (U/H) First Stage Nozzle (1SN) Remove U/H 1 SN Support Ring
Removed U/H Second Stage Nozzle (2SN) and
Diaphragm
Remove Lower Half (L/H) 1SN
Remove L/H 1 SN support ring

1. 1.8. Record opening clearances

1.1.8.1. 1.1.8.2.

1. 1.8.3.

1.1.8.4. 1. 1.8.5.

1.1.8.6. 1.1.8.7.

1.1.8.8. 1.1.8.9.

Remove #2 bearing housing U/H and check bearing
pinch
Remove #2 bearing oil seal U/H and record opening
clearances
Perform rotor thrust bump and leave against active
thrust
Record opening turbine clearances
Record opening compressor clearances
Remove #1 bearing housing U/H and check bearing
pinch
Record opening #1 bearing seal clearances and
disassemble oil slinger ring
Disassemble thrust bearing
Remove L/H of #1 and #2 bearing oil seals

1. 1.9. Rig and remove turbine rotor and place in stands

1.2. Clean and inspect

1.2.1. Bearings and seals: Fixed price scope includes removal, inspection, and replacement of existing bearings and seals.

Repairs, refurbishment, or replacement with new parts shall be quoted using the Time and Materials (T&M) rates specified in Exhibit B and the process outlined in Section 8 of this Exhibit A.

1.2.1.1. Remove and inspect Bearing # 1 and # 2 oil seals Amendment No. 3 to Agreement/*Allied Power Group
Rev. 10/25/19

Page 5 of 47 ends

1.2.1.2. 1.2.1.3.

If required, repairs will be performed on #1 and #2
bearing oil seals. Such additional services shall be
quoted using the T&M rates specified in Exhibit B and
the process outlined in Section 8 of this Exhibit A.

Visual inspection of active and inactive thrust bearing on-site.

If required, repairs will be performed on active and
inactive thrust bearing. Such additional services
shall be quoted using the T&M rates specified in
Exhibit B and the process outlined in Section 8 of this Exhibit A.

Remove and inspect #1 and #2 bearing on-site,
If required, #1 and #2 bearings will be replaced.

Such additional services shall be quoted using the
T&M rates specified in Exhibit B and the process
outlined in Section 8 of this Exhibit A.

If required, Send #1 and #2 bearings for
refurbishment . Such additional services shall be
quoted using the T&M rates specified in Exhibit B and
the process outlined in Section 8 of this Exhibit A
using T&M rates. (#2 bearing is new.)

1.2.2. Compressor stator vanes

1.2.2.1. 1.2.2.2.

1.2.2.3. 1.2.2.4.

Steam clean stator and rotor blades
Inspect compressor rotor and stator blades
Clean casings and inspect for damage
Blend and deburr any compressor blades that are
damaged

1.2.3. Hot Gas Path (HGP) & combustion components

1.2.3.1. 1.2.3.2.

1.2.3.3. Record serial numbers (FNs, Combustion Liners
[Cls], TPs, 1SN, 2SN)
Inspect cross fire tubes and retainers
Inspect stage 1 - 2 shrouds and replace if necessary

1.2.4. Bolting, piping and casings
Amendment No. 3 to Agreement/• Allied Power Group
Rev. 10/25/19

Page 6 of 47 ends

1.2.4.1. 1.2.4.2.

1.2.4.3. Clean, inspect and tap bolt holes; identify and repair any damaged threads
Clean & prep bolting for installation
Clean and blow out piping

1.2.5. Gear box: Fixed price scope includes inspection of existing gear box. Repairs, refurbishment, or replacement of new parts will be quoted using the T&M rates specified in Exhibit B and the process outlined in Section 8 of this Exhibit A.

1.2.5.1. 1.2.5.2.

1.2.5.3. 1.2.5.4.

1.2.5.5. 1.2.5.6.

1.2.5.7. 1.2.5.8.

1.2.5.9. Remove accessory gear box inspection covers and perform visual inspection
Check accessory gear shaft lift and float checks
Remove gears and inspect bearings.

Inspect accessory gear box bearings.

If required, accessory gear box bearings will be
replaced using T&M. Removed bearings will be
shipped for refurbishment at T&M and returned to City
for inventory. These services shall be quoted using
the T&M rates specified in Exhibit Band the process
outlined in Section 8 of this Exhibit A.

Close out accessory gear box and reinstall covers
Remove load gear box inspection covers and perform
visual inspection
Check load gear back-lash and gear contact
Remove gears and inspect bearings
If required, load gear box bearings will be replaced
using T&M. Removed bearings will be shipped for
refurbishment at T&M and returned to City for
inventory. These services shall be quoted using the
T &M rates specified in Exhibit B and the process
outlined in Section 8 of this Exhibit A
Close out load gear box and reinstall covers

1.2.6. IGV Assembly

1.2.6.1. Record IGV opening clearance data
Amendment No. 3 to Agreement/*Allied Power Group
Rev. 10125119

Page 7 of 47 ends

1.2.6.2. 1.2.6.3.

Replace IGV bushing and thrust washers
Record closing IGV clearance data

1.2.7. Rotor Assembly

1.2.7.1. 1.2.7.2.

1.2.7.3. Remove and replace stage 1 and 2 buckets
Measure and record journal diameters
Remove and replace RO blades.

1.2.8. Pumps and Motors: Fixed price scope includes open, clean, close and align pumps and motors; remove and repair torque converter, remove and repair pumps (including shipping), remove and repair motors (including shipping).

1.2.9. Remove and inspect the following pumps and motors: AC Lube Oil (L/O) pump motor, AC (L/O) pump, DC L/O pump motor, DC L/O pump, diesel forward pump motor, diesel forward pump, hydraulic pump motor, hydraulic pump torque converter, hydraulic ratchet motor, hydraulic ratchet pump, starting motor.

1.2.10. Install and align all pumps and motors after repair.

1.2.11. Reassembly

1.2.11.1. Uncover L/H and blow out cases

1.2.11.2. Install L/H 2SN

1.2.11.3. Install L/H turbine bearings

1.2.11.4. Install L/H 1 SN

1.2.11.5. Install turbine rotor

1.2.11.6. Check #1 and #2 bearing twist & tilt and install U/H bearing

1.2.11.7. Install thrust bearing

1.2.11.8. Install #1 bearing cover dry, check rotor position & thrust and removed cover.

1.2.11.9. Grid thrust shims (as needed)

1.2.11.10. With rotor set against active thrust, chart compressor and turbine clearances
Amendment No. 3 to Agreement/'Allied Power Group
Rev. 10/25119

Page 8 of 47 ends

1.2.11.11. Install and set #2 bearing oil seals and record final clearances

1.2.11.12. Install and set #1 bearing oil seals and record final clearances

1.2.11.13. Check #2 bearing cover pinch, correct as needed and final install cover.

1.2.11.14. Install exhaust frame hood and air baffle

1.2.11.15. Install exhaust diffuser

1.2.11.16. Install aft flex seals

1.2.11.17. Install FWD flex seals

1.2.11.18. Install exhaust plenum roof

1.2.11.19. Install U/H 1 SN support ring & 1 SN

1.2.11.20. Install U/H inner barrel

1.2.11.21. Install CDC

1.2.11.22. Install U/H aft compressor Case

1.2.11.23. Install TPs with lnconel rope seal

1.2.11.24. Install combustion chambers and outer cross fire tubes

1.2.11.25. Install combustion liners, inner cross fire tubes and retainers

1.2.11.26. Install end covers and FN

1.2.11.27. Install U/H 2SN segments

1.2.11.28. Install turbine shell

1.2.11.29. Install cooling and sealing air piping

1.2.11.30. Install manifolds, pigtail piping, and tubing

1.2.11.31. Install U/H FWD compressor case

1.2.11.32. Final install #1 bearing cover
Amendment No. 3 to Agreement/*Allied Power Group
Rev. 10/25/19

Page 9 of 47 ends

1.2.11.33. Install inlet bell mouth

1.2.11.34. Remove casing jacks

1.2.11.35. Reinstall turbine compartment

1.2.11.36. Record closing RO compressor blade 6-point checks

1.2.11.37. Install inlet plenum FWD wall

1.2.11.38. Install inlet plenum wall and roof

1.2.11.39. Install turbine compartment roof

1.2.11 .40. Install turbine compartment doors

1.2.11 .41. Reinstall exhaust stack

1.2.11.42. Reinstall inlet elbow and insulation panels

1.2.11.43. Install new expansion joints

1.2.11.44. Check load package alignment

1.2.11.45. Check accessory alignment

1.2.12. Alignment, commissioning & start-up support

1.2.12.1. Correct Accessory Alignment, if needed (up to two shifts). Additional shifts, if needed, shall be quoted
using the T&M rates specified in Exhibit B and the
process outlined in Section 8 of this Exhibit A.

1.2.12.2. 1.2.12.3,

1.2.12.4. 1.2.12.5.

1.2.12.6. 1.2.12.7.

1.2.12.8. Install accessory coupling and guard
Correct load package alignment, if needed (up to two
shifts). Additional shifts, if needed, shall be quoted
using the T&M rates specified in Exhibit B and the
process outlined in Section 8 of this Exhibit A.

Install load coupling
Install load coupling guard
Reinstall rat guards and close hatches
Clean up site and inventory tooling
Support unit start-up
Amendment No. 3 to Agreement/*Allied Power Group
Rev. 10/25/19

Page 10 of 47 ends

2. Division of Responsibility for on-site work
Description Contractor
Labor:

Review the scope of work,
scheduling, and planning with
SVP's representative
Provide field engineers as
required by the scope of work
Provide project manager as
required by the scope of work
Provide supervision as
required by the scope of work
Provide qualified labor and
perform the scope of work
Final field report
Bucket Tech
Tooling
Provide tool set for the
workforce including
transportation
Cable slings, lifting devices
and associated special tooling
supplied with the original
equipment order
Rotor Stands
Consumables:

Normal Consumables
Oxv!'.len, acetylene and qas
Amendment No. 3 to Agreement/*Allied Power Group
Rev. 10/25/19
X
X
X
X
X
X
X
X
X
X
X
X
SVP Notes
Contractor may use
SVP's existing
X alignment fixture for
accessory to turbine
and turbine to load
qear
Rags, Cleaners, etc.

Page 11 of 47 ends

Description Contractor
Trash Containers and
disposal service
Pallets and wood for crating &
shipping items off site
Potable water
Fire protection equipment/
first aid facilities
Sub Contract Services:

Crane & Operator
Scaffolding
Cribbing
Insulation Removal and
replacement
Machine shop services
Amendment No. 3 to AgreemenU*Allied Power Group
Rev. 10/25/19
X
X
X
X
X
X
X
X
SVP Notes
X
SVP will provide
X crates when
available.

T&M, if required
(Additional services
shall be quoted using
the T&M rates
specified in Exhibit B
and the process
outlined in Section 8
of this Exhibit A)
T&M, if required
(Additional services
shall be quoted using
the T &M rates
specified in Exhibit B
and the process
outlined in Section 8
of this Exhibit A)

Page 12 of 47 ends

Description Contractor
On-site machining
Disposal of hazardous waste
All asbestos removal and
disposal (Services shall be
quoted using the T&M rates
specified in Exhibit B and the
process outlined in Section 8
of this Exhibit A)
New Parts and consumables
Freight
Rentals:

Office trailer, change trailer
Chemical toilets
Compressed air
Forklifts
WeldinQ Machine
Man lift
Borescope
Amendment No. 3 to Agreement/*Allied Power Group
Rev. 10/25/19
X
X
X
X
X
X
X
X
X
X
X
SVP Notes
T&M, if required
(Additional services
shall be quoted using
the T &M rates
specified in Exhibit B
and the process
outlined in Section 8
of this Exhibit A)
X
X
Contractor shall
prepare items for
freight. Where freight
costs are not included
X in fixed scope freight
costs shall be
reimbursed subject to
provisions of Exhibit
B

Page 13 ends

Description Contractor SVP Notes
Generator X
Hand washing station X
Special Tooling:

Confined Space Monitor X
Tensioning and hydraulic X wrenches
Boxes for HGP components X
Special Tooling:

Confined Space Monitor X
Tensioning and hydraulic X wrenches
Boxes for HGP components X
On-Site Services:

Electrician/Instrumentation for X disconnects and connections Electrical power including:
(120/480 VAC single phase X and 480 VAC three phase up
to 100 amps), service water
Non-Destructive Testing X
(NOT) material and services
Critical Path Method (CPM) X schedule

3. Parts Supply: Contractor shall supply rotor with operating data as depicted in Exhibit A-4 Operating Data for Replacement Rotor

4. Parts Refurbishment/ Repair following overhaul.

Contractor shall perform the following services to repair parts after overhaul. Parts shall be returned in condition available for use as spare parts:

Amendment No. 3 to AgreemenU* Allied Power Group
Rev. 10/25/19

Page 14 of 47 ends

4.1. Unit 2 Rotor Repair Depot Service:

4.1.1. 4.1.2.

Inspection and Field Operations:

4.1.1.1. 4.1.1.2.

4.1.1.3. OPTIONS:

Anti-Rock coating Stage 1 & 2 (stacked)
Compressor coating (stacked)
Anti-corrosion coating (stacked)
If required the contractor shall perform the following optional services. Such additional services shall be quoted using the Time and Materials [T&M] rates specified in Exhibit B and the process outlined in Section 8 of this Exhibit A).

4.1.2.1. Break marriage coupling & remarry

4.1.2.2. 4.1.2.3.

4.1.2.4. 4.1.2.5.

4.1.2.6. Unstack/Restack compressor section
Unstack/Restack turbine section
New Marriage bolt kit
New Compressor through bolt kit
New Turbine through bolt kit

4.2. 1st Stage Nozzle Inspection/Repairs

4.2.1. Inspection

4.2.1.1. 4.2.1.2.

4.2.1.3. 4.2.1.4.

4.2.1.5. 4.2.1.6.

4.2.1.7. 4.2.1.8.

4.2.1.9. 4.2.2. Repairs

4.2.2.1. 4.2.2.2.

4.2.2.3. Receive and identify
Incoming visual inspection and document condition
Dimensional inspection including but not limited to:
harmonics, throat opening, gas path diameter
Disassemble nozzle
Remove core plugs
Clean by grit blasting
Visual penetrant inspection
Defect map
Rout out damage and cracks
Solution heat treat
Weld repair in restraining fixture (install trailing edge inserts as necessary)
Blend to original contour
Amendment No. 3 to Agreement/*Allied Power Group
Rev. 10/25/19

Page 15 ends

4.2.3. 4.2.4.

4.2.2.4. 4.2.2.5.

4.2.2.6. 4.2.2.7.

4.2.2.8. 4.2.2.9.

4.2.2.10. 4.2.2.11.

Adjust exit area
Visual penetrant inspection
Solution heat treat
Install core plugs
Replace all hardware.

Assemble nozzle and correct support ring fit as
necessary
Weld nozzle segment side seals in place, as required.

Visual and dimensional inspection including, but not
limited to harmonics, throat opening, gas path
diameter
Supply repair report including pictures, furnace charts, inspection forms
Crate and ship

4.3. 2nd Stage Nozzle & Diaphragm Inspection/Repairs:

4.3.1. 4.3.2.

Inspection

4.3.1.1. 4.3.1.2.

4.3.1.3. 4.3.1.4.

4.3.1.5. Repairs

4.3.2.1. 4.3.2.2.

4.3.2.3. 4.3.2.4.

4.3.2.5. 4.3.2.6.

4.3.2.7. 4.3.2.8.

Receiving inspection and customer identification
Take incoming dimensions on the nozzle and
diaphragm and record including, but not limited to,
harmonics, throat opening, gas path diameter, etc.

Disassemble nozzle and diaphragms
Aluminum oxide blast clean
Visual penetrant inspection
Grind out and rout all defects
Solution heat treat
Weld repair all defects using Tungsten Inert Gas
(T.I.G.) process and N155 nozzle filler material
Blend all repaired areas as necessary to obtain a
smooth gas path (Ra 80u-in or better)
Restore all parts to proper dimension
Visual penetrant inspection
Measure and calculate and adjust flow area as
required; provide final area check dimension
Replace all hardware
Amendment No. 3 to Agreemenl/'Allied Power Group
Rev. 10/25/19

Page 16 of 47 ends

4.3.3. 4.3.4.

4.3.2.9. 4.3.2.10.

4.3.2.11. 4.3.2.12.

4.3.2.13. 4.3.2.14.

4.3.2.15. 4.3.2.16.

4.3.2.17. Reassemble nozzle and diaphragm; replace dowels and blocks as required and re-dowel nozzle to
diaphragm (verify 2N2 dimension)
Repair/replace discourager forward and aft seals as
required
Replace interstage packing and replace and/or
machine packing shims as required
Install insulation for Heat Pack Mod per GE Technical
Information Letter (TIL) #263-3
Replace or modify "J" seal to "U" style seal
Install new replacement thermocouples supplied by
contractor
Stake all hardware in place
Round Nozzle; re-machining of inner hook-fits to
datum
Insure 100% contact at horizontal joints
Supply repair report including pictures, furnace charts, inspection forms
Crate and ship

4.4. 1st and 2nd Stage Shroud Inspection/Repairs:

4.4.1. Inspection

4.4.1.1. 4.4.1.2.

4.4.1.3. 4.4.1.4.

4.4.1.5. 4.4.2. Repairs

4.4.2.1. 4.4.2.2.

4.4.2.3. 4.4.2.4.

4.4.2.5. 4.4.2.6.

4.4.2.7. Receive and identify
Visual/ dimensional inspection
Clean by grit blasting, strip coating as required
Visual penetrant inspection
Defect map
Grind to remove damage and cracks
Stress relief heat treat
Weld repair in restraining fixture
Weld shut locating holes, as requested by City
Machine or blend welds to original contour
Visual penetrant inspection
Final visual and dimensional inspection
Amendment No. 3 to Agreement/" Allied Power Group
Rev. 10/25/19

Page 17 of 47 ends

4.5. 4.6.

4.4.3. 4.4.4.

4.4.2.8. Replacement hardware is not included in pricing.

Contractor shall provide quotes for replacement
hardware. (Additional services shall be quoted using
the T&M rates specified in Exhibit Band the process
outlined in Section 8 of this Exhibit A)
Supply repair report including pictures, furnace charts, inspection forms, moment chart
Pack and ship
1st Stage Bucket Inspection/Repairs:

4.5.1. Inspection

4.5.1.1. Receive and identify

4.5.1.2. Incoming visual inspection and document condition

4.5.1.3. Aluminum oxide blast clean

4.5.1.4. Visual/ dimensional inspection

4.5.1.5. Fluorescent penetrant inspection

4.5.1.6. Metallurgical sample

4.5.2. Repairs

4.5.2.1. Rout all cracks for weld preparation

4.5.2.2. Pre-weld heat treat

4.5.2.3. Weld repair damaged areas and blade tip

4.5.2.4. Blend welded areas

4.5.2.5. Bucket tip/angel wing seal repair and machining

4.5.2.6. Post-weld heat treat and shot peen

4.5.2.7. Fluorescent penetrant inspection

4.5.2.8. Visual/ dimensional inspection

4.5.2.9. Moment weigh and balance

4.5.3. Supply repair report including pictures, furnace charts, inspection forms, moment chart

4.5.4. Crate and ship
2nd Stage Bucket Inspection/Repair:

4.6.1. Inspection

4.6.1.1. 4.6.1.2.

Receive and identify
Incoming visual inspection and document condition
Amendment No. 3 to Agreement/*Allied Power Group
Rev. 10/25/19

Page 18 ends

4.6.2. 4.6.3.

4.6.4. 4.6.1.3.

4.6.1.4. 4.6.1.5.

4.6.1.6. Repairs

4.6.2.1. 4.6.2.2.

4.6.2.3. 4.6.2.4.

4.6.2.5. 4.6.2.6.

4.6.2.7. 4.6.2.8.

4.6.2.9. Aluminum oxide blast clean
Visual/ dimensional inspection
Fluorescent penetrant inspection
Metallurgical evaluation (Non-Destructive
Examination [NOE])
Rout all cracks for weld preparation
Pre-weld heat treat
Weld repair damaged areas, "z" notch and seals
Blend welded areas
Restore "z" notch and seals
Post weld heat treat
Fluorescent penetrant inspection
Visual / dimensional inspection
Moment weigh and balance
Supply repair report including pictures, furnace charts, inspection forms, moment chart, etc.

Crate and ship

4.7. Transition Pieces Inspection/Repair:

4.7.1. Inspection

4.7.1.1. 4.7.1.2.

4.7.1.3. 4.7.1.4.

4.7.1.5. 4.7.2. Repairs

4.7.2.1. 4.7.2.2.

4.7.2.3. 4.7.2.4.

4.7.2.5. 4.7.2.6.

4.7.2.7. Receive and identify
Incoming visual inspection and document condition
Clean by grit blasting
Visual penetrant inspection
Remove seals
Rout cracks
Solution heat treat
Weld repair
Blend to original contour
Repair forward opening
Visual penetrant inspection
Solution heat treat
Amendment No. 3 to Agreement/' Allied Power Group Page 19 of 47 Rev. 10/25/19

4.7.3. 4.7.4.

4.7.5. 4.7.2.8.

4.7.2.9. Visual/ dimensional inspection
Fit to first stage nozzle
Additional items not included in the based Inspection and Repair. If required, (Additional services shall be quoted using the Time and Materials [T&M] rates specified in Exhibit B and the process outlined in Section 8 of this Exhibit A):

4.7.3.1. 4.7.3.2.

4.7.3.3. 4.7.3.4.

Replace Inner Floating Seal
Replace Inner Flexed Seal
Replace Outer Fixed Seal
Apply TBC (Full ID)
Supply repair report including pictures, furnace charts, inspection forms
Crate and ship

4.8. Fr5 Combustion Liner Inspection/Repair

4.8.1. Inspection

4.8.1.1. 4.8.1.2.

4.8.1.3. 4.8.1.4.

4.8.1.5. 4.8.2. Repairs

4.8.2.1. 4.8.2.2.

4.8.2.3. 4.8.2.4.

4.8.2.5. 4.8.2.6.

4.8.2.7. 4.8.2.8.

4.8.2.9. 4.8.2.10.

4.8.2.11. Receive and identify
Match mark and remove cowl caps
Clean by grit blasting
Visual/ dimensional inspection
Issue report
Remove crossfire arms and spring seals, as required
Rout cracks and weld prep
Weld repair
Blend to original contour.

Machine fuel nozzle collars
Repair exit openings
Solution heat treat
Visual inspection
Install spring seals, as required
Install cowl caps
Visual/ dimensional inspection
Amendment No. 3 to AgreemenU*Allied Power Group
Rev. 10/25/19

Page 20 of 47 ends

4.8.3. Additional items not included in the base inspection and repair as outlined in this Section. If required, additional services shall be quoted using the T&M rates specified in Exhibit Band the process outlined in Section 8 of this Exhibit A and may include, but are not limited to:

4.8.3.1. 4.8.3.2.

4.8.3.3. Replacement Spring Seals
Replacement Cowl Caps
ApplyTBC

4.8.4. Provide Final Report

4.8.5. Pack and prepare for shipment

4.9. Fr5 Fuel Nozzles - Standard Dual Fuel (DF) Inspection/Repair

4.9.1. Inspection

4.9.1.1. Receive into Service Center

4.9.1.2. Visually inspect and identify

4.9.1.3. Record serial numbers

4.9.1.4. Incoming flow test

4.9.1.4.1. Gas

4.9.1.4.2. Atomizing air

4.9.1.4.3. Liquid

4.9.1.5. Incoming borescope, as required

4.9.1.6. Disassemble;

4.9.1.7. 4.9.1.6.1. Match mark gas tip to body

4.9.1.6.2. Disassemble gas tips from body

4.9.1.6.3. Remove locking rings

4.9.1.6.4. Remove seals from gas tip flange

4.9.1.6.5. Atomizing air

4.9.1.6.6. Liquid
Glass Beads

4.9.1.7.1. Body

4.9.1.7.2. Gas Tips

4.9.1.8. Dimensional Inspection

4.9.1.8.1. Dimensionally inspect gas tip diameters

4.9.1.8.2. Pin check gas holes
Amendment No. 3 to Agreement/*Allied Power Group
Rev. 10/25/19

Page 21 of 47 ends

4.9.2. 4.9.3.

4.9.4. 4.9.5.

4.9.1.9. 4.9.1.10.

4.9.1.11. 4.9.1.12.

4.9.1.13. 4.9.1.14.

Repairs

4.9.2.1. 4.9.2.2.

4.9.2.3. Visually inspect gas lips and document condition Reassemble check valves
Ultrasonic clean end covers
Photograph various steps in the process
Engineering review
Issue report with recommendations
Chemically clean body internals, power flush, and air
dry.

Weld repair/ blend/ NOE, as required
Liquid cartridge

4.9.2.3.1. Flow corrections to atomizing air

4.9.2.3.2. Flow corrections to liquid fuel.

4.9.2.4. Assemble

4.9.2.5. 4.9.2.6.

4.9.2.7. 4.9.2.8.

4.9.2.4.1. Liquid cartridge with gas lips to bodies

4.9.2.4.2. Fuel tips to body

4.9.2.4.3. Gas tips to body
Torque tips per specification / tie wire and tack weld
gas lip
Final flow test

4.9.2.6.1. Atomizing air

4.9.2.6.2. Gas

4.9.2.6.3. Liquid fuel
Engineering review and release
Stake and tack weld lock tabs
Additional items not included in the base inspection and repair as outlined in this Section. If required, additional services shall be quoted using the T&M rates specified in Exhibit B and the process outlined in Section 8 of this Exhibit A and may include, but are not limited to:

4.9.3.1. 4.9.3.2.

Tip OD restoration
Liquid Cartridge
Prep for shipment per SVP instructions
Provide Final Report
Amendment No. 3 to Agreement/'Allied Power Group
Rev. 10/25/19

Page 22 of 47 ends

5. Project Management and other services: Contractor will provide overall Project Management of all phases of this scope of services, provide component repair at Contractor's Houston repair center as well as provision of new and/or refurbished components as required

6. Schedule of Work

6.1. Within five (5) days of the effective date of this agreement, Contractor shall provide a project schedule in similar format to the schedule attached to the Agreement as Exhibit A-1 - SAMPLE PROJECT SCHEDULE.

6.1.1. 6.1.2.

Contractor and City will review and make changes as needed.

Contractor and City will agree upon a final schedule in writing (email acceptable) in advance of starting work.

6.2. Crew schedule will be seven (7) days per week and twelve (12) hours per day in one shift. In the event that schedule adjustments result in additional costs, additional services shall be quoted using the T&M rates specified in Exhibit B and the process outlined in Section 8 of this Exhibit A.

6.3. Depot Parts Repair Schedule:

6.3.1. 6.3.2.

Unit 2 Rotor Repair outlined in Section 4 of this Exhibit A is estimated to require between five and six weeks at Contractor depot.

Remaining depot parts repairs outlined in Section 4 of this Exhibit A are estimated to require between eight and ten weeks at Contractor depot.

6.4. Based on scope increases, discoveries and changes that arise outside of the scope described herein, the outage duration will be adjusted and, upon approval of additional work the project schedule will be adjusted and resubmitted and shall be submitted for approval by SVP. If required, additional services or changes requiring additional costs shall be quoted using the T&M rates specified in Exhibit B and the process outlined in Section 8 of this Exhibit A.

7. Assumptions:

7.1. Outage duration will be adjusted depending on scope increases, discoveries and changes that arise outside of the scope described herein. If required, additional services, outage extensions, extra work or changes requiring additional costs shall be quoted using the T &M rates specified in Exhibit B and the process outlined in Section 8 of this Exhibit A.

Amendment No. 3 to Agreement/'Allied Power Group
Rev. 10/25/19

Page 23 of 47 ends

7.2. It is assumed that no hazardous material will be encountered in performing the work-scope. Testing for, abatement, and disposal of any hazardous or regulated material will be the responsibility of SVP.

7.3. SVP is responsible for disposal of all leftover/used material and liquids from all operations performed by Contractor and subcontractors. Contractor will provide a detailed list of items (if applicable).

7.4. SVP will be responsible for isolating all work areas from hazard (i.e., steam, electrical, and chemical) for the scope of Contractor's work. SVP will perform LOTO on all systems associated with this Scope of Services. LOTO shall adequately isolate the equipment being worked on to the satisfaction of the supervision and craft performing the work.

7.5. Disassembly and reassembly of components will be performed utilizing standard industry practices unless otherwise specified. In the event that disassembly or reassembly activities require effort above and beyond standard industry practice such as: 1. Destructive means, 2. Transfer to offsite repair facility, 3. Mobilization of on-site machinists/specialist, 4.

Modification of form/fit/function or 5. Other significant effort not specified in advance, (if such effort results in additional costs, those services shall be quoted using the T&M rates specified in Exhibit B and the process outlined in Section 8 of this Exhibit A). In the event that critical path activities are unable to be performed due to the lack of an approved Work Authorization and the provisions of Section 8.6 do not apply, then Contractor may demobilize until approval is obtained. Demobilization and remobilization costs shall be included in the quote on a T&M basis.

7.6. Start-up is assumed to be immediate upon mechanical completion. Additional mobilization charges will apply to delayed start up. If additional mobilization charges are required, such services shall be quoted using the T&M rates specified in Exhibit Band the process outlined in Section 8 of this Exhibit A One (1) day has been allowed for this outage.

8. Additional Services [ Work Authorization:

8.1. All work not covered by the fixed or base work scope will be quoted using Contractor's time and material rates as specified in Exhibit B of this Agreement. For those items listed in Exhibit B-1, total costs for that task shall not exceed the amount in Exhibit B-1 unless justification is provided by Contractor and accepted by City. Such work and any associated costs shall be authorized using the process outlined in this Section 8 of Exhibit A and may include, but are not limited to:

8.1.1. Consumables, materials or equipment

8.1.2. Remove and replace RO blades either on site or transport to Contractor depot
Amendment No. 3 to AgreemenU*Allied Power Group
Rev. 10/25/19

Page 24 of 47 ends

8.1.3. Refurbish bearings

8.1.4. On site drilling of the stage 1 and 2 shroud blocks to install locator pins (if required)

8.1.5. Exhaust skin and insulation

8.1.6. Expansion joints and weather stripping

8.1.7. Vibration analysis at start up

8.1.8. Generator and cribbing

8.1.9. Unplanned demobilization and remobilization due to the request of SVP or due to the work being inaccessible

8.1.10. Technical Information Letter (TIL) Work

8.1.11. Asbestos: If upon evaluation, asbestos is determined to be present, Contractor shall provide a quote to abate such material.

Such quote will be based upon location and quantity and work will be performed in compliance with State and Federal Government regulations and will be presented in conformance with this Section.

Traceability and ownership of the material will remain with SVP after disposal.

8.2. Contractor is responsible for notifying SVP in a timely manner when the quoted cost may change. Contractor shall provide reason for the change specific to each additional work activity.

8.3. Any work and/or materials requested by the City that exceeds the maximum compensation stated in this Agreement shall require the execution of an amendment prior to the commencement of work, and written authorization subject to the provisions of this Section. Contractor shall not be entitled to any payment above the maximum compensation unless an amendment to this Agreement is executed by both Parties.

8.4. In the event that Contractor identifies additional services are required that are not in the fixed work scope of this Exhibit A, Contractor provide SVP with a quote for such services. Each quote shall include the following information listed separately:

8.4.1. 8.4.2.

Any findings leading to recommendation for additional work Specific project requirements for that quote including, where applicable, the specific issue to be remedied and services to be performed.

Amendment No. 3 to Agreement/*Allied Power Group
Rev. 10/25/19

Page 25 of 47 ends

8.4.3. 8.4.4.

8.4.5. 8.4.6.

8.4.7. Project plan and schedule;
Pricing for any material, equipment permits or other costs to be incurred on behalf of the City for the project including any taxes, shipping, and other incidental costs;
Hourly rates for all labor to be used during the project including identification of any labor subject to prevailing wage requirements.

DIR number for any subcontractors; and
Total not-to-exceed price.

8.5. Each quote shall be approved, in writing (e-mail acceptable) in advance of starting work except as outlined in Section 8.6 of this Exhibit A.

8.6. In the following cases, contractor may initiate (or continue work exceeding a currently authorized quote) upon approval by e-mail of one of the following authorized individuals: Assistant Director, Chief Electric Utility Operating Officer, and Chief Electric Utility Officer. In the event that work is authorized without a quote under this section, Contractor shall provide a quote within two (2) business days that includes work activity that has already taken place as well as any additional activity required to complete the action requiring such work so that such changes can be documented in approved Work Authorization or Purchase Order within four (4) business days.

8.6.1. 8.6.2.

8.6.3. Emergency work: An emergency service shall be defined as an unforeseen event, circumstance, or combination thereof that the SVP reasonably determines to require immediate action, presents an immediate danger to public health and safety, and/or imperils SVP equipment.

In the event that issues are identified that can be most efficiently and economically resolved while on-site or, for services at Depot, by working continuously
Mobilization costs: Start-up is assumed to be immediate upon mechanical completion. Additional mobilization charges will apply to delayed start up. One day has been allowed for this outage.

8.7. City shall not be required to pay a deposit or any other form of pre-payment prior to the Contractor beginning work.

9. Contractor shall comply with Foreign Materials Exclusion (FME) Instruction 35 attached as Exhibit A-2 and incorporated by reference.

10. Reporting and Documentation
Amendment No. 3 to Agreement/*Allied Power Group
Rev. 10/25/19

Page 26 of 47 ends

10.1. Contractor shall provide regular status updates on services performed during the term of the Agreement. Depending on work activity, status updates may be required daily, weekly, or monthly at the direction of the City.

10.2. At the end of each project, Contractor shall provide a complete report with any redlines to SVP's drawings, photo evidence, modifications, recommendations and a narrative of the work completed.

10.3. At the end of each project, Contractor shall also provide as-built drawings identifying any changes including source of authorization for change.

11. Staffing Requirements

11.1. Contractor' personnel have thorough knowledge and experience in the maintenance, inspection, repair and adjustment of heavy industrial gas turbines and their auxiliary systems.

11.2. Contractor shall be solely responsible for selecting, hiring, employing, paying, supervising, training and discharging all personnel necessary for the services in this Exhibit A.

11.3. Contractor shall ensure the following employment standards for all employees (including subcontractors) are complied with and enforced throughout the term of the contract.

11.3.1. United States of America citizenship or verified legal alien status.

11.3.2. At least eighteen (18) years of age.

11.3.3. Sufficiently fluent in English to: (a) comprehend the instructions of Contractor personnel; (b) offer the level of customer service established by the manager; (c) understand the safety and operating instructions on any equipment used; and (d)
communicate with emergency personnel during emergencies;

11.3.4. No known criminal background or record of conviction for other than minor vehicle code/traffic violations.

11.3.5. Possession of a current, valid U.S. driver's license permitting operation of a two-axle vehicle.

11.3.6. Ability to perform normal or emergency duties requiring moderate to arduous physical exertion.

11.4. Contractor shall employ only competent craftsmen/skilled workers who are appropriately trained and licensed to perform the required services.

Amendment No. 3 to Agreement/" Allied Power Group
Rev. 10/25/19

Page 27 of 47 ends

11.5. Contractor shall be responsible for understanding and complying with any training and licensing required for the performance of the services described in this Exhibit A, including but not limited to, DOT requirements for commercial driver's license and required drug testing if applicable.

11.6. The City may request verification of the assigned employees' qualifications at any time. Contractor shall promptly provide such verification upon request by the City.

11.7. Contractor shall ensure that all its employees and agents abide by established local, state and federal safety rules and regulations.

11.8. Contractor's employees and any subcontractors shall supply proper identification when requested by the City.

11.9. Contractor shall select and hire only persons who are well-qualified to perform the job duties for which they are being hired, who are neat, well-groomed, and courteous, and who can act in the utmost professional manner when interacting with City staff and the general public.

11.10. Classification and Duties of Employees

11.10.1. The Contractor shall include the classifications of employee positions and the duties of each position in each project schedule.

Classifications may include, but are not limited to:

11.10.1.1. Technical Advisor/Project Manager/General Manager:

Responsible for the day-to-day management and
supervision of the required services. On-site
responsibilities shall also include, but not be limited to, correcting problems, managing conflicts and
complaints, and overseeing work schedules,
personnel, and equipment requirements.

11.10.1.2. Supervisor/Foreman: Oversees field activities and repairs.

11.10.1.3. Technical/Field Personnel: Performs the required services included in this Exhibit A.

11.10.1 .4. Administrative Personnel: Assists in the
administration and reporting of the required services.

11.10.2. City has accepted the assignment of key personnel in Contractor's quote for Frame 5 Major Proposal# APG 21-5616 Inspection dated November 17, 2021. Contractor shall inform the City immediately of any change in key personnel assigned to this project.

Amendment No. 3 to Agreement/* Allied Power Group
Rev. 10/25/19

Page 28 of 47 ends

11.10.2.1. Contractor shall submit the resumes and other qualifications of the proposed replacement
employee(s) to the City for review and approval.

11.10.2.2. The City shall not unreasonably withhold approval.

11.10.3. The City reserves the right to request the removal of any Contractor employee(s) who does not conduct themselves in a courteous, professional manner, or whose actions endanger the safety of people or property. The Contractor shall promptly respond to requests for replacement personnel.

12. Subcontractors

12.1. The City has authorized Contractor to subcontract with the following:

12.1.1. Veracity- NOE Services

12.1.2. Summit- Crane Services

12.1.3. United Rentals

12.1.4. Mobile Mini- Office and bathrooms

12.2. Additional subcontractors may be authorized through the work authorization process outlined in this Exhibit A.

13. Employee Training

13.1. Contractor shall train all employees (including subcontractors) assigned to perform the required services.

13.2. Contractor's employee training shall be at no cost to the City.

13.3. Contractor shall ensure that all employees (including subcontractors) who will be involved in the performance of services for the City understand how to safely perform duties assigned to them.

13.4. Contractor shall review its training procedures annually, and shall any revisions in writing to the City.

13.5. Contractor shall provide ongoing training at least once per year. Contractor shall ensure that all assigned employees attend this annual training.

14. Professional Behavior

14.1. Contractor shall be responsible for the conduct, demeanor and appearance of its employees while on or about the job site or while acting in the course and scope of employment.

Amendment No. 3 to AgreemenU*Allied Power Group
Rev. 10/25/19

Page 29 of 47 ends

14.2. Contractor's employees shall be neat and clean, and shall act in a courteous and professional manner. No employee shall use improper language or act in a loud, offensive, or otherwise improper manner.

14.3. Contractor's employees shall be trained as to the requirements of their positions and the importance of performing their jobs according to the City's instructions.

14.4. Contractor's employees shall be all times polite and courteous in their dealings with City staff and members of the public, treating them with patience and respect.

14.5. Contractor's employees shall speak clearly and in a professional manner while interacting with members of the public, offering the assistance needed by each person.

14.6. Contractor shall submit any complaints received against it to the City immediately.

15. Safety

15.1. Safety Plan: Contractor uses the following procedures and documentation to ensure compliance with SVP, Contractor and OSHA safety requirements and regulations.

15.1.1. Contractor's Field Safety & Operations Manual is the top-level procedure that establishes Contractor's safety policy, requirements, and documentation.

15.1.2. Contractor develops a site-specific Health & Safety Plan (HASP) for each site it works on in advance of mobilization.

15.1.3. Contractor develops an outage specific Job Safety Analysis (JSA) for each outage it performs based upon the outage specific work scope details and utilizes this document on a daily and task basis during the execution of the work.

15.1.4. Contractor is registered and approved by ISNetWorld and Avetta to perform Field Services at multiple facilities.

15.1.5. Contractor's scope for the Scope included in this Exhibit includes provision for a full-time site safety coordinator to ensure the safe execution of all maintenance activities.

15.2. Contractor, its employees, and any subcontractors shall always act in a safe manner while on City property.

Amendment No. 3 to AgreemenU*Allied Power Group
Rev. 10/25/19

Page 30 of 47 ends

15.3. Contractor shall be responsible for creating a safe work environment for all personnel and City employees as well as for traffic control at the job site.

15.4. Contractor's safety provisions shall be in accordance with all applicable federal, state, county, and local laws, ordinances and codes.

15.5. Contractor shall be responsible for remaining up to date on all applicable federal, state, county, and local laws, ordinances and codes in the event they are amended. Where any amended applicable laws or ordinances are in conflict with the City's requirements, the more stringent requirement(s) shall be followed. Contractor's failure to be thoroughly familiarized with the safety provisions shall not relieve Contractor from compliance with the obligations and penalties resulting therefrom.

15.6. Contractor shall provide and maintain an Injury and Illness Prevention Program (IIPP) pursuant to Title 8, Section 3203 of the California Administrative Code. The program shall include, but not be limited to, a safety training program instructing Contractor's employees in general safe work practices and shall include specific instructions with regard to hazards unique to the employee's job assignment. A copy of the Contractor's IIPP shall be submitted to the City, and be made available on-site upon request.

15.7. Contractor shall schedule periodic safety inspections to identify and correct unsafe conditions and work practices. The City reserves the right to accompany Contractor during these inspections.

15.8. Contractor's employees (including any subcontractors) shall not use or possess alcohol, narcotics, firearms, or drugs of any nature other than medical (for which the Contractor's employee has a current doctor's prescription) on City property and while performing services for the City.

Employees using prescribed medication will not engage in any work if the medication can potentially impair the employee's ability to perform the work safely.

15.9. Contractor's employees (including any subcontractors) shall utilize appropriate Personal Protective Equipment (PPE) and Fire Resistant (FR) clothing, as required. Contractor shall provide the required PPE and FR clothing at its own expense.

15.10. Contractor shall provide work and traffic signage as required to warn pedestrians and vehicular traffic of work in progress. Contractor may be required to direct pedestrians and traffic around the work area. Contractor shall also be responsible for providing all equipment and personnel necessary to properly perform the traffic control measures, including but not limited to, flaggers, cones, reflectors, and electronic signs.

15.11. Contractor shall immediately remove any personnel who is acting in an unsafe or dangerous manner.

Amendment No. 3 to Agreementl'Allied Power Group Page 31 of 47 Rev. 10/25/19

15.12. Contractor shall notify the City immediately in event of an injury or property damage that occurs during the performance of the services described in this Exhibit A. Contractor shall investigate the reported injury or damage upon request from the City, and provide the City with regular updates until the investigation is resolved. The City reserves the right to perform its own investigation. Should the City choose to conduct its own investigation, Contractor shall assist the City as required.

16. Tools and Equipment

16.1. Contractor is responsible for identifying all tools and equipment necessary to perform work. The City will not loan tools or equipment to the Contractor.

16.2. All equipment shall be operated and well-maintained in a satisfactory condition at all times and in compliance with state and federal regulations including, but not limited to, the Occupational Safety and Health Administration (OSHA).

16.3. The City may suspend work where they observe that proper tools and equipment are not being used.

17. Workmanship
17 .1. Contractor shall perform the required services in an environmentally responsible manner.

17.2. Contractor shall assume full responsibility for the protection and safekeeping of material and tools stored at the site, and shall lock all Contractor vehicles when parked and unattended, to prevent unauthorized use. Contractor shall not leave vehicles or equipment unattended with the motor running or the ignition key in place.
17 .3. Contractor shall take all necessary precautions to protect City and private property from damage during the performance of the required services.

Contractor shall be responsible for the repair of any property damaged during the performance of services. Damage to City property that cannot be repaired shall be replaced at the Contractor's sole expense, prior to issuance of payment to the Contractor by the City. Any expenses incurred by the City to repair property damage will be deducted from the Contractor's compensation.

17.4. Contractor will make all reasonable efforts to minimize obstructions and inconvenience to private property owners. These efforts may include, but not be limited to, rescheduling work at a property owner's request, and removing all waste in a timely manner.
17 .5. Contractor will make all reasonable efforts to minimize obstructions and inconvenience to public traffic. Contractor shall comply with all City, County, Amendment No. 3 to Agreement/*Allied Power Group
Rev. 10/25/19

Page 32 of 47 ends

and State traffic control requirements, including the State of California Manual of Traffic Controls for Maintenance and Work Zones, most current version (Part 6 of California Manual of Uniform Traffic Control Devices), including all revisions.

17.6. Contractor shall keep their work site(s) free from all surplus material, waste material, dirt and rubbish caused by Contractor's performance of services.

17.7. Contractor shall leave the work site in a neat and orderly condition. All cleanup work will be done to the satisfaction of the City, and at the sole expense of Contractor.

17.8. Upon the end of the workday, or suspension of work, Contractor shall remove all equipment and obstructions from any property typically open for use by public traffic. Any incomplete work shall be secured in a manner that does not present a hazard to the City or public.

17.9. The City shall have the right to inspect any work performed by the Contractor and any subcontractors. Should the City determine upon inspection any unsatisfactory or defective work, the Contractor shall immediately correct the work at no additional cost to the City.
17 .10. The City shall not perform any work for Contractor except in an emergency situation or as determined necessary by the City such as, but not limited to adequately protect the City's electrical or other facilities or to restore work area to a safe condition. The City will be reimbursed for any work done for the Contractor (deduction from the Contract or invoice to Contractor at the sole discretion of the City). This will include all costs (direct straight time or overtime wages, all overhead, administration, engineering, vehicle, and equipment costs).

18. Warranty

18.1. Manufacturer's warranty shall apply to all parts.

18.2. Parts repaired or sold by APG shall include manufacturer's warranty and, unless manufacturer's warranty is longer, Contractor's warranty includes the following: 80 starts or eighteen (18) months from date of shipment for parts that are placed in storage to use as spares whichever is less.

18.3. Labor shall be warranted for twelve (12) months from the date of startup.

18.4. Contractor shall correct any deficiencies and/or errors in Contractor's work discovered during the warranty period, at no cost to the City.

Amendment No. 3 to Agreement/*Allied Power Group
Rev. 10/25/19

Page 33 of 47 ends

AGREEMENT FOR SERVICES BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA AND ALLIED POWER GROUP
EXHIBIT A - 2 - FOREIGN MATERIALS EXCLUSION (FME) WORK INSTRUCTION SECTION 10 - FME Work Instruction 335

1. PURPOSE

1.1 The purpose of this document is to provide procedures and guidelines to ensure all foreign materialsare accounted for before, during, and after completion of work on Steam/Gas Turbine and/or Generators. This work instruction will be followed to ensure system startup after maintenance is completed safely without damage to the equipment or injury to personnel.

1.2 Pre-outage briefings will emphasize to the APG workforce at each jobsite that APG will not retaliate against anyone who inadvertently drops any foreign material into a system or machine so long as theemployee reports the incident immediately for proper documentation and corrective action.

2. DEFINITIONS

2.1. FME: Foreign Material Exclusion: Work instructions developed to ensure no foreign objects or materials are left in a system or machine that would cause damage upon startup of the system after maintenance operations.

2.2. Foreign Material: Material that is not part of the system of machinery and ii is not used or present during normal operation.

2.3. FOO: Foreign Object Damage: Damage caused to a system or machinery due to foreign material left in a machine after maintenance operations.

2.4. Drop Notification Record: Record of tools and/or parts that are accidently dropped into a system or machine that cannot be immediately retrieved and removed from the machine. All items on this record will be accounted for and removed prior to system startup.

2.5. Clean Pocket Area: Work area that requires removal of all items that could fall out of any pocket while completing any task within the work area.

3. GENERAL REQUIREMENTS

3.1. All parts removed or installed during maintenance operations will be accounted for.

3.2. All tools in the work area will be specific to the job task being completed at that time.

3.3. Personnel access to the work area will be controlled to minimize introduction of foreign material into the work area.

3.4. The jobsite area will be kept clean and orderly for the entire job to minimize introduction of foreign material to the work area.

Amendment No. 3 to Agreement/'Allied Power Group
Rev. 10/25/19

Page 34 of 47 ends

3.5. Covering of pipe flanges will be accomplished by using bags or plastic over the flanges and any tape used will be wrapped around the backside of the flange. Inserting plastic or rags in a hole will be avoided if possible. If plugging of a hole with plastic or a rag is required, the plastic/rag will have a safety line attached to it and tied off outside the cavity area.

4. PART CONTROL

4.1. All parts will be counted as they are removed from the system or machine.

Special care should be taken with non-ferrous metal parts which cannot be retrieved via a magnet from the system or machine.

4.2. All parts will be labeled, tagged, and /or segregated in the work area to ensure proper identification of parts during the installation phase of the job task.

4.3. Personnel performing specific tasks in a work area will maintain a Drop Notification Record for all parts that are dropped in the system of machine that cannot be immediately retrieved and removed from the system. As dropped items are removed from the system, they will be crossed off the Drop Notification Record. A job is not considered complete until the Drop Notification Record has been cleared.

5. TOOL CONTROL

5.1. Only tools required to complete a specific task will be carried into the jobsite work area. After completion of a specific task, all tools used during that task will be removed from the work area.

5.2. All tools will be tied off using appropriate lanyard material. This lanyard will ensure tools are not dropped into the system or machine which will cause possible damage to the machine or require additional labor to remove the tools from the machine.

5.3. No tools will be set down on the horizontal joints within the machine during on-going maintenance operations.

5.4. Personnel performing specific tasks in a work area will maintain a Drop Notification Record for all parts that are dropped in the system of machine that cannot be immediately retrieved and removed from the system. As dropped items are removed from the system, they will be crossed off the Drop Notification Record. A job is not considered complete until the Drop Notification Record has been cleared.

5.5. All tool sets will be inventoried at the completion of every job to ensure all tools used during the job have been removed from the system and accurately accounted for.

6. ENHANCED CONTROL AREA
APG endeavors to control foreign materials with good work practices and does not require enhanced control areas. If a customer has a requirement for an enhanced control area that requires fencing, tool andmaterial logging, full time Amendment No. 3 to Agreement/*Allied Power Group
Rev. 10/25/19

Page 35 of 47 ends

attendant or any other advanced control methods APG will support this effort as directed by the customer. Support for enhanced control methods may cause project delays and/or additional cost that would need to be detailed in the purchase order, contract or extra work document.

7. PERSONNEL

7.1. Only APG personnel, APG subcontractors, and authorized customer representatives are allowed within the work area under contract by APG.

Appropriate barricades or work area identifiers will be used to properly control access to the APG contract work area.

7.2. All APG contracted work areas are considered clean pocket areas. Any object that could fall out of a pocket into the system or machine must be removed prior to entry into the work area.

8. GENERAL HOUSEKEEPING
Good housekeeping is an essential part of foreign material exclusion. Poor cleanup or not disposing of general trash can be a source of foreign material in the system and lead to FOD. Guidelines for good housekeeping are as follows:

8.1. Good housekeeping means clean and orderly conditions for the entire job. A place for everything and everything has in its proper place.

8.2. Rubbish, debris, waste, and useless material will be kept cleared from work areas, passageway, and stairs, in and around buildings or other structures.

8.3. All scrap lumber, forms, crates, and other lumber with protruding nails will have nails pulled or beat down immediately upon dismantling.

8.4. Employees removing material having protruding nails will wear heavy gloves and heavy soled boots.

8.5. Containers will be provided for the collection of waste, trash, and other refuse.

Garbage and other waste will be disposed of at regular intervals.

8.6. Oily rags and the like will be kept separate and disposed of separately in metal containers with metal lids and with some water in the bottom.

8.7. Glass drink bottles will not be permitted on the jobsite.

8.8. Lunch and food waste will be disposed of immediately in trash barrels as generated. Eating and/or drinking are not permitted in work areas that could result in the introduction of foreign material into the system or machine.

9. FINAL INSPECTION

9.1. After all work is complete on a system or machine. APG personnel will complete a final inspection for foreign material prior to closing-up the system/machine for normal operations. APG personnel will not spin the shaft or run the system until all foreign material is accounted for.

9.2. All part counts will be verified to be zero-balance.

9.3. A thorough tool inventory will be completed, and all tools will be accounted Amendment No. 3 to AgreemenU*Allied Power Group
Rev. 10/25/19

Page 36 of 47 ends

for.

9.4. All Drop Notification Records will be cleared .

10. RECORDS & FORMS

10.1. All forms shall be considered records and shall be saved . Records of inspection results are to be documented on the standard verification forms which are to be included in the job folder.

10.2. Drop Notification Record , Form F-335-1

10.3. Tool Inventory Lists

10.4. Part Count Lists

10.5. Final Inspection Sign-offs

10.6. Revision History Table
Rev Date Description
0 11/03/17 Initial
Release
Written By
Marty Magby
Amendment No. 3 to Agreement/*Allied Power Group
Rev. 10/25/19
Reviewed Approved By
By
Jimmy Craig Kingsley
Cassell

Page 37 of 47 ends

AGREEMENT FOR SERVICES BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA AND ALLIED POWER GROUP
EXHIBIT A - 4 - OPERA TING DAT A FOR REPLACEMENT ROTOR
Year Service
Hours
2001 32.62
2002 26.93
2003 0.9
2004 0
Jan - Sep 2005 0
Oct- Dec 2005 0
2006 1
2007 0.75
2008 4.95
2009 0.08
2010 0
2011 3.07
2012 0.78
2013 1.57
2014 39.78
2015 8.78
2016 26.75
2017 29.66
2018 25.02
2019 37.77
2020 34.44
Total 274.85
Amendment No. 3 to Agreement/'Allied Power Group
Rev. 10/25/19
Attempted Actual
Starts Starts
22 15
10 7
4 1
0 0
0 0
0 0
1 1
3 3
4 4
1 1
0 0
4 4
3 2
1 1
13 12
7 6
8 8
7 6
4 4
12 12
8 8
112 95

Page 38 of 47 ends

AGREEMENT FOR SERVICES BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA AND ALLIED POWER GROUP

EXHIBIT B - FEE SCHEDULE AND PAYMENT PROVISIONS -
AMENDED JANUARY 12, 2022

1. Maximum Compensation

1.1. _ The maximum amount of compensation to be paid to Contractor under this Agreement shall not exceed the amount specified in Section 6 - Compensation and Payment of the Agreement as Amended

1.2. Any work or materials requested by the City that exceeds the Maximum Compensation shall require the execution of an amendment to this Agreement before the commencement of work.

2. Pricing and Payment

2.1. In the event that site conditions result in increased costs, services shall be provided at the rates outlined in this Exhibit B and Contractor shall follow the Work Authorization process outlined in Exhibit A- Section 8.

2.2. All pricing uses the terms and rates in this Agreement and are quoted in USD (United States Dollars) unless otherwise specified in writing.

2.3. Pricing based on scope of work in the Agreement and Amendments is as outlined below:

Item Scope Cost
A Firm-Fixed Work Scope
Exhibit A to Frame 5 Major inspection Unit 1 (Firm Fixed for $1 ,592,800.00 Agreement the quoted scope of work in Section 1 of Exhibit Section 1 A to Agreement)
Exhibit A-3 to Frame 5 Major inspection Unit 2 (Firm Fixed for $1,569,841.09 Amendment the quoted scope of work in Section 1 of Exhibit No. 3 A to Amendment No. 3 to Agreement)
Section 1
Exhibit A-4 to Purchase of Rotor - Exhibit A-4 to Amendment $804,425.00 Amendment No. 3 to Agreement
No.3
B Additional Services:

Amendment No. 3 to AgreemenU*Allied Power Group
Rev. 10/25/19

Page 39 of 47 ends

Item I Scope Cost
Additional Services are subject to the provisions of Section 8 of $5,032,933.91 Exhibit A and shall not exceed unless an amendment to this agreement is executed by the Parties. This includes additional services previously authorized under the Agreement and
Amendment No. 1.

NOT TO EXCEED MAXIMUM COMPENSATION FOR ALL $9,000,000.00

WORK INCLUDING PARTS, MATERIALS, SALES TAX,

FREIGHT, SUBCONTRACTED SERVICES, AND LABOR

3. Labor Rates:

3.1. For services not included in the Firm Fixed Scope of work, T&M rates apply, Contractor shall quote using the rates in this Exhibit and following the process in Section 8 of Exhibit A:

3.1.1. Hours during single daily shift - ten (10) hours per day Technical Advisor/ PM $190.00 $240.00 $240.00
Safety Coordinator $135.00 $170.00 $170.00
Millwright Supervisor $160.00 $220.00 $220.00
Millwright Foreman $150.00 $210.00 $210.00
Millwright Journeyman $128.00 $168.00 $207.00
Specialty Technician $200.00 $250.00 $250.00

3.1.2. Hours outside of single daily shift- in excess (10) hours per day Technical Advisor/ PM $192.00 $242.00 $242.00
Safety Coordinator $137.00 $172.00 $172.00
Millwright Supervisor $162.00 $222.00 $222.00
Millwright Foreman $152.00 $212.00 $212.00
Millwright Journeyman $130.00 $170.00 $209.00
Specialty Technician $203.00 $252.00 $252.00

3.2. Rates for additional subcontractors or crafts / trades required for this scope of services shall be quoted and authorized using the process in Section 8 of Exhibit A

3.3. Definitions:

Amendment No. 3 to Agreement/*Allied Power Group
Rev. 10/25/19
Page40 of47

3.3.1. Straight time shall be eight (8) hours per day, Monday through Friday except on federal holidays.

3.3.2. Hours in excess of eight (8) hours Monday through Friday and all hours on Saturday shall be billed at Overtime rates.

3.3.3. Hours on Sundays and Federal holidays shall be billed at double time rates. Holidays are defined as: New Year's Day, Martin Luther King Day, Washington's Birthday, Memorial Day,
Independence Day, Labor Day, Columbus Day, Veteran's Day, Thanksgiving Day, Christmas Day

3.3.4. Night Shift Differential applies between 7pm and 7am

3.4. Minimum billable hours are eight (8) hours per day except holidays

3.5. Standby Time: If Contractor staff is required to be available for call-in on weekends or holidays, Contractor may invoice at straight time.

3.6. Travel

3.6.1. Contractor may quote and invoice Per Diem as further defined in Section 3 of this Exhibit B for non-local resources every day that a contractor employee is assigned to the City, including travel until individual is released from the job site (demobilized).

3.6.2. Contractor may invoice travel time based on straight time for all non-local resources when services are provided at SVP's location.

4. Equipment:

4.1. For equipment not included in the firm fixed (base) scope of work, equipment shall be quoted and invoiced based on the below table:

Major Set (Steam/Gas)
HGP Tool Set
Combustion Inspection
(Cl) Tool Set/Minor
Generator Tool Set
Company Truck
$1,500
$1,000
$ 750
$1,000
$ 250
$250/day
$200/day
$150/day Cost
$250/day +15%
Fuel cost +15%

4.2. Tool rental charges start when the tools are off loaded at site and apply until tools are shipped from site.

5. Reimbursable Expenses
Amendment No. 3 to Agreement/*Allied Power Group
Rev. 10/25/19
Page41 of 47

5.1. If included in a quote, Contractor may submit invoices for reimbursement of expenses set forth below, subject to the following conditions. Travel is included in the firm fixed scope of work.

5.3. The following expenses shall be reimbursable by the City.

5.3.1 . Travel-related expenses (mileage, lodging, meals, etc.);

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

5.3.1.2. The City shall not reimburse local travel (within Santa Clara County).

5.3.2. The rental of any specialized equipment to the extent the City has preapproved, in writing, the cost of such rental.

5.3.3. The cost of mailing, shipping and/or delivery of any documents or materials on behalf of the City.

5.3.4. Any other expenses expressly identified as being reimbursable.

5.3.5. Contractor shall quote and invoice mileage based on the current IRS rate.

5.4. Except as specified above, the City will reimburse these expenses at actual cost plus 15%.

6. Invoicing and Payment

6.1. Contractor shall submit an invoice to the City monthly, in arrears, for payment for services performed the previous month, pursuant to this Agreement.

6.2. Contractor shall invoice Additional Services in accordance with approved quotes and the rates listed in this Exhibit B-1 .

6.3. Each invoice shall include the task costs for the previous month.

6.4. The City shall review the invoice submitted by Contractor and shall notify Contractor of any discrepancies or deficiencies in said invoice.

Amendment No. 3 to AgreemenU*Allied Power Group
Rev. 10/25/19

Page 42 of 47 ends

Amendment No. 3 to Agreement/' Allied Power Group
Rev. 10/25/19

Page 43 of 47 ends

AGREEMENT FOR SERVICES BETWEEN THE

CITY OF SANT A CLARA, CALIFORNIA AND ALLIED POWER GROUP EXHIBIT B-1 - NOT TO EXCEED PRICING FOR ADDITIONAL SERVICES The following are not to exceed costs for likely additional services.

Each of the following as well as any identified additional services not on the list shall be authorized using the process outlined in Section 8 of Exhibit A.

T&M Options for Unit 1 - Amendment No 1 - Executed August 19, 2021 Unit Rotor transported to APG Houston shop to remove
1 RO blades, if required.

Not to Exceed Pricing includes outbound and return
shipping, shop labor toremove/replace RO blades -

DOES NOT INCLUDE RO BLADES
2 Remove and replace RO blades on site (if T&M Option B1 is not required)
3 Refurbish Load Gear bearings if required.

Not to Exceed Pricing includes shipping
4 Refurbish #1 bearing if required
Not to Exceed Pricing includes shiooing
5 Exhaust skin and insulation if exhaust insulation can't be reused 6 Expansion joints and weather stripping if required.
7 Shop Repair of all pumps
Not to Exceed Pricing includes shipping
Firm Fixed Work Scope includes removal,
installation, and alignment
8 Shop Repair of all motors
Not to Exceed Pricing includes shipping
Firm Fixed Work Scope includes removal,
installation, and alignment
9 Vibration Analysis at start up if required
10 Demobilization costs, if required
11 Estimated TIL work (actuals may be slightly lower based on outageschedule and time constraints)
12 On site drilling of the stage 1 and 2 shroud blocks to install locatorpins (if required)
Amendment No. 3 to Agreement/*Allied Power Group
Rev. 10/25/19
$67,000.00
$13,200.00
$51,000.00
$10,200.00
$12,600.00
$22,000.00
$55,000.00
$55,000.00
$27,500.00
$46,500.00
$83,000.00
$27,500.00
Page44 of47
T&M Options for Unit 2 - Amendment No 3
A3.1 Unit Rotor transported to APG Houston shop to
remove RO blades, if required. (includes outbound
and return shipping, shop labor to remove/replace RO
blades - NOTE: RO blades not included)
A3.1a Remove and replace RO blades on site (if T&M
Option A3.1 is not required)
A3.2 Repair of SVP rotor currently in Unit 2, rotor would be in shop 5-6 weeks.

Inspection and Field Operations ($42,462.00}, Anti-Rock coating Stg 1 & 2 stacked ($42,900.00), Compressor coating stacked ($50,267.00), Anti-corrosion coating stacked ($26,000.00) Rotor Options
A3.3a Break marriage coupling & remarry
A3.3b Unstack/Restack compressor section
A3.3c Unstack/Restack turbine section
A3.3d New Marriage bolt kit:

A3.3e New Compressor through bolt kit
A3.3f New Turbine through bolt kit
A3.4 Exhaust skin and insulation repairs, if required.

A3.5 Vibration Analysis at start up if required
A3.6 Demobilization costs, if required
A3.7 Estimated TIL work (actuals may be slightly lower based on outa~e schedule and time constraints)
Parts Repair
A3.8a 1st Stage Nozzle Inspection (per set)
Amendment No. 3 to AgreementrAl!ied Power Group
Rev. 10/25/19
$67,000.00
$13,200.00
$161,629.00
$27,500.00
$47,269.00
$33,885.00
$5,253.00
$17,298.00
$8,234.00
$120,000.00
$25,000.00
$46,500.00
$20,000.00
$3,550.00

Page 45 of 47 ends

T&M Options for Unit 2 - Amendment No 3
A3.8b 1st Stage Nozzle Repairs {per set)
A3.9a 2nd Stage Nozzle & Diaphragm Inspection {per set) A3.9b 2nd Stage Nozzle & Diaphragm Repairs (per set)
A3.10a 1st Stage Shroud Inspection (per set)
A3.10b 1st Stage Shroud Repairs (per set)
A3.11a 2nd Stage Shroud Inspection (per set)
A3.11b 2nd Stage Shroud Repairs (per set)
A3.12a 1st Stage Bucket Inspection (per set)
A3.12b 1st Stage Bucket Repairs (per set)
A3.13a 2nd Stage Bucket Inspection (per set)
A3.13b 2nd Stage Bucket Repairs (per set)
A3.14a Transition Pieces Inspection (per set)
A3.14b Transition Pieces Repair (per set)
Transition Pieces Additional Parts I SeNices
A3.14c Replace Inner Floating Seal (each)
A3.14d Replace Inner Fixed Seal (each)
A3.14e Replace Outer Fixed Seal (each)
A3.14f Apply Full ID TBC (per set)
A3.15a F5 Combustion Liner Inspection
A3.15b F5 Combustion Liner Repair
Combustion Liner Additional Parts I SeNices
A3.15c Replacement Spring Seals (each)
Amendment No. 3 to Agreement/*A!lied Power Group
Rev. 10/25/19
$41,150.00
$4,550.00
$43,570.00
$2,000.00
$26,100.00
$2,000.00
$26,100.00
$3,050.00
$34,950.00
$3,050.00
$28,810.00
$3,100.00
$21,350.00
$345.00
$300.00
$315.00
$6,300.00
$3,450.00
$18,890.00
$375.00
Page46 of47
T&M Options for Unit 2 - Amendment No 3
A3.15d Replacement Cowl Caps (each)
A3.15e Apply TBC (per set)
A3.16a FR5 - Fuel Nozzles - Standard DF Inspection (per set) A3.16b FR5 - Fuel Nozzles - Standard DF Repair (per set) FR5 Additional Parts I Services
A3.16c Tip OD Restoration (each)
A3.16d Liquid Cartridge (each)
Amendment No. 3 to Agreement/*Allied Power Group
Rev. 10/25/19
$995.00
$6,300.00
$6,400.00
$12,600.00
$575.00
$635.00
Page47 of47
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1206 Agenda Date: 12/6/2022

REPORT TO COUNCIL

SUBJECT
Action on Amendments to Agreements with DKS, Kimley-Horn, and W-Trans for Traffic Engineering Support

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The Department of Public Works (DPW) Traffic Division performs various services for the City, including multimodal transportation planning, reviewing development proposals and traffic impact analyses, approving construction traffic control plans, investigating public requests, operating and monitoring traffic signals, applying for and administering transportation grants, and implementing transportation capital projects. Based on available staffing resources and to keep up with the workload, it is necessary to use consultants to assist with these services.

Funding of $250,000 was included in the Adopted Biennial Capital Improvement Program (CIP) Budget for FY 2020/21 and FY 2021/22 for a transportation project titled, Traffic Engineering Consultant Support (Project No. 1256). Of this amount, $100 was carried over to FY 2022/23. This project provides funding for consultants to assist DPW staff in performing the services described above.

On July 13, 2021, the Council authorized agreements with DKS Associates, Kimley-Horn and Associates, Inc., and Whitelock & Weinberger Transportation, Inc. dba W-Trans for traffic engineering consulting support (Attachments 1, 2, and 3). Each agreement was for a not-to-exceed amount of $83,300 with the cumulative compensation of all three agreements not to exceed $249,900. The terms of the agreement also included extension options over the next two years based on future budgets.

DISCUSSION
Since July 2021, the three firms have successfully completed various tasks to assist staff. These tasks include:
· Analyses of 25 requests from the public regarding traffic calming, stop signs, and intersection visibility
· Preparing an Active Transportation Program (ATP) grant application · Preparing design plans for bicycle lane enhancements
· Processing and entering speed limit study data for 50 locations City of Santa Clara Page 1 of 4 Printed on 12/2/2022
powered by Legistar™
22-1206 Agenda Date: 12/6/2022
· Reviewing traffic impact analyses for Kylli-Mission Point, 2901 Tasman, and other developments
· Calculating and implementing updated traffic signal timing parameters for 156 locations · Reviewing 20 encroachment permits
DKS Associates, Kimley-Horn and Associates, Inc., and W-Trans have been delivering quality services to the City and staff is recommending that they continue providing traffic engineering support. The initial $249,900 in the agreements from FY 2020/21 and FY 2021/22 is almost expended and amendments are necessary to add additional funding from the FY 2022/23 and FY 2022/24 Adopted Biennial CIP budget. Staff is requesting approval of the proposed amendments (Attachments 4, 5, and 6) to add funding in the amount of $66,700 to each agreement to allocate additional funding in the amount of $200,100. The proposed amendments will result in an amended not-to-exceed amount of $450,000 ($150,000 for each agreement) and the consultants work will be performed on a time and materials basis. The revised term for each agreement will end on July 1, 2024.

Table 1: Summary of Agreements and Proposed Amendments
for Traffic Engineering Support
Biennial CIP Budget Total
FY 2020/21 & FY
2021/22
FY 2022/23 & FY 2023/24
Budget Amount $249,900 $200,100 $450,000
Original Agreement Amendment #1Total

1. DKS
Associates
$83,300 $66,700 $150,000

2. Kimley-Horn
and Associates,
Inc.
$83,300 $66,700 $150,000

3. W-Trans, Inc. $83,300 $66,700 $150,000
Total $249,900 $200,100 $450,000
Staff requests approval for City Manager authority to shift funding between the agreements to provide flexibility as on-going needs are matched to the consultant best suited for the scope of work and schedule. Staff also requests City Manager authority to approve time extensions up to July 1, 2026 for each agreement and increase aggregate agreement amounts up to a maximum compensation of $650,000, subject to the appropriation of funds, to account for future budgets related to traffic engineering support needs such as transportation grants, reviewing development proposals and traffic impact analyses, approving construction traffic control plans, and investigating public requests.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California City of Santa Clara Page 2 of 4 Printed on 12/2/2022
powered by Legistar™
22-1206 Agenda Date: 12/6/2022
Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines Section 15378(a) as it has no potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.

FISCAL IMPACT
The proposed amendments for traffic engineering consultant support services total $200,100. In the FY 2022/23 and FY 2022/24 Adopted Biennial CIP budget, the Traffic Engineering Consultant Support (1256) project in the Streets and Highways Capital Fund includes funding of $100,100 in FY 2022/23 and $100,000 in FY 2023/24 for a total of $200,100. Since traffic engineering services are ongoing, services will be required for future traffic engineering consultant support needs such as transportation grants, reviewing development proposals and traffic impact analyses, approving construction traffic control plans, and investigating public requests. As a result, additional budget needs may be identified and incorporated into future budget requests. Funding for the agreements beyond the current Adopted Biennial CIP Budget is subject to the appropriation of funds.

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

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

RECOMMENDATION

1. Approve and authorize the City Manager to execute Amendment No. 1 in the amount of $66,700 to the agreement with DKS Associates for traffic engineering consulting support services, with a term ending on July 1, 2024 and a total amount not-to exceed $150,000;

2. Approve and authorize the City Manager to execute Amendment No. 1 in the amount of $66,700 to the agreement with Kimley-Horn and Associates, Inc. for traffic engineering consulting support services, with a term ending on July 1, 2024 for a total amount not-to exceed $150,000;

3. Approve and authorize the City Manager to execute Amendment No. 1 in the amount of $66,700 to the agreement with Whitelock & Weinberger Transportation, Inc., dba W-Trans, for traffic engineering consulting support services, for a term ending on July 1, 2024 for a total amount not-to exceed $150,000; and

4. Authorize the City Manager to make modifications to the agreements, including time extensions as necessary up to July 1, 2026, and amend the not-to-exceed amounts, as long as the cumulative compensation of all three agreements does not exceed $650,000 subject to the appropriation of funds.

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

ATTACHMENTS

1. Agreement with DKS Associates

2. Agreement with Kimley-Horn and Associates, Inc.

City of Santa Clara Page 3 of 4 Printed on 12/2/2022
powered by Legistar™
22-1206 Agenda Date: 12/6/2022

3. Agreement with W-Trans

4. Amendment No. 1 to the Agreement with DKS Associates

5. Amendment No. 1 to the Agreement with Kimley-Horn and Associates, Inc.

6. Amendment No. 1 to the Agreement with W-Trans
City of Santa Clara Page 4 of 4 Printed on 12/2/2022
powered by Legistar™
EBIX Insurance No. S200003669

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

DKS ASSOCIATES

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and OKS Associates, a California corporation, doing business as OKS, (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 design professional services, more fully described in this Agreement, at Exhibit A, entitled "Scope of Services"; B. "Design professional" includes licensed architects, licensed landscape architects, registered professional engineers and licensed professional land surveyors; C. 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,
D. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and 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 - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance Addendum
Design Professional Agreement with OKS Associates
Rev. 09-28-18

Page 1 ends

This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on July 1, 2021 and terminate on July 1, 2023.

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

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

5. QUALIFICATIONS OF CONSULT ANT - 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.

Page 2 ends

equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Consultant's expense. Consultant shall not be entitled to any payment above the maximum compensation under any circumstance.

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

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

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

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

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.

Design Professional Agreement with OKS Associates
Rev. 09-28-18

Page 3 ends

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

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

13. RIGHT OF CITY TO INSPECT RECORDS OF 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. Consultant shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

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

14. HOLD HARMLESS/INDEMNIFICATION
To the extent permitted by law, Consultant agrees to 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, Design Professional Agreement with OKS Associates
Rev. 09-28-18
Page4
and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, to the extent arising out of, pertaining to, or related to the negligence, recklessness, or willful misconduct of the Consultant, its employees, subconsultants, or agents in the performance, or non-performance, of Services under this Agreement.

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

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

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

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

OKS Associates
Attention: David Mahama, Project Manager
1970 Broadway, Suite 740
Oakland, CA 94612
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

Design Professional Agreement with OKS Associates
Rev. 09-28-18

Page 5 ends

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 Clar:a, California" ("SCCC"). In particular, Consultant's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Consultant has read and agrees to comply with City's Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).

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

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

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

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

Design Professional Agreement with OKS Associates
Rev. 09-28-18
Page6

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.

CONTINUED ON PAGE 8
Design Professional Agreement with OKS Associates
Rev. 09-28-18

Page 7 ends

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

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

City Attorney
\. 1 DEANNA J. ANTANA
\J.J City Mana r
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771 "CITY"
DKS ASSOCIATES California corporation
Dated: os12012021
By (Signature): TIAAff" <Kt..,,.. - - - - - ----------- -- Name: Terry Klim Title: Principal
Principal Place of 720 SW Washington, #500, Portland, OR Business Address: 97205
--- --------- ---- -- Em a i I Address: [email protected] Telephone: (510) 763-2061
Fax: (510) 268-1739
"CONSULTANT"
Design Professional Agreement with OKS Associates
Rev. 09-28-18

Page 8 ends

EXHIBIT A

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

I. BACKGROUND
On February 26, 2020, the City of Santa Clara ("City") Public Works Traffic Division released a Statement of Qualifications (SOQ#DPW-15) to create an oncall list of pre-qualified consultants. The resulting list had six (6) firms and the position on the list is not ranked, Advanced Mobility Group, OKS, Hexagon, lteris, Kimley Horn, and W-Trans. On November 16, 2020, the City Public Works Traffic Division released a Request for Proposal to these six (6) firms to receive proposals for these services.

II. BASIC SCOPE OF SERVICES
A. Review Traffic Control Plans

1. Review to ensure compliance with the California Manual on Uniform Traffic Control Devices (CAMUTCD).

2. Verify accuracy of base map including curb alignments, driveway locations, existing striping, existing street signs.

3. Check for proper cone taper length, cone spacing, advance warning signs, accommodation to impacted bike lane, minimum lane width.

4. Check for proposed work hours and avoid lane closure during rush hours.

5. Check for adequacy of work zone or proposed lane closure for maintaining turning movements and traffic signal operations

6. Check to ensure traffic facilities are protected properly B. Traffic Impact Analysis QA/QC Peer Review

1. Review count data, roadway geometry and assumptions made in the traffic study. Ensure that assumptions are reasonable and consistent with VT A guidelines and City policies.

2. Review the analysis of existing, background and cumulative traffic conditions. Ensure that the numbers "add" up.

3. Review the calculated CEQA impacts (VMT, policy consistency, etc.) and non-CEQA impacts (i.e. Level of Service) in accordance with City of Santa Clara and responsible agency policies.

C. Traffic Related Studies

1. Work with City staff to complete various analyses for resident requests such as intersection control warrants, crosswalk requests, and Design Professional Agreement with OKS Associates/ Exhibit A-Scope of Services Rev. 09-28-18

Page 1 ends

intersection visibility improvement requests.

2. Conduct field visit, when necessary, to observe up to date field conditions.

3. Use City provided traffic count data and collision reports to determine the appropriate solution to the request.

D. Other Services

1. Review other traffic studies, designs, calculations, or standards prepared by the City or other consultants

2. Support grant application activities (scope of work, exhibits/maps, cost estimates, and other calculations) as requested by the City

3. Complete various traffic engineering studies, conceptual design, or preliminary engineering for capital projects
Ill. RESPONSIBILITIES OF CITY
CITY will provide the following information and support regarding the project asavailable and applicable:
• Record drawings (as-available)
• CITY's Standard Details, Specifications, and Design Criteria. • City of Santa Clara's Pedestrian Master Plan 2019
• City of Santa Clara's Bicycle Plan Update 2018
• Traffic count data
• Collision record reports
Design Professional Agreement with OKS Associates/ Exhibit A-Scope of Services Rev. 09-28-18
Page2
EXHIBIT 8

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

The schedule of rates includes all billing amounts and costs as follows, such as charges for equipment, travel time and costs, per diem expenses, and expendable material costs.

In no event shall the amount billed to City by Consultant for services under this Agreement exceed $83,300, subject to budget appropriations.

Charges for personnel engaged in services shall be based on the actual hours directly charged to the project.

Rates by classification are listed below and are effective as of July 1, 2021. No adjustment to the rates will be allowed during the term of this Agreement, July 1, 2021 to July 1, 2023, unless otherwise agreed in writing by the City. Billings will show the actual staff name, hours charged, and corresponding classification listed below.

Design Professional Agreement with OKS Associates/ Exhibit 8-Schedule of Fees Rev. 09-28-18

Page 1 ends

Fee Schedule
Effective January 1, 2021 through December 31, 2021
ENGINEERS a11dPLANNERS TECHNICIANS a11d SUPPORT STAFF
Grade Hourly Rate Grade Hourly Rate Tech Level Hourly Rate Grade 1 $ 55.00 Grade 32 210.00 Tech Level A $ 35.00
Grade 2 60.00 Grade 33 215.00 TechLevelB 40.00
Grade 3 65.00 Grade 34 220.00 Tech Level C 45.00
Grade 4 70.00 Grade 35 225.00 TechLevelD 50.00
Grade 5 75.00 Grade 36 230.00 Tech Level E 55.00
Grade 6 80.00 Grade 37 235.00 Tech Level F 60.00
Grade 7 85.00 Grade 38 240.00 Tech Level G 65.00
Grade 8 90.00 Grade 39 245.00 TechLevelH 70.00
Grade 9 95.00 Grade 40 250.00 Tech Level I 75.00
Grade 10 100.00 Grade 41 255.00 Tech Level J 80.00
Grade 11 105.00 Grade42 260.00 TechLevelK 85.00
Grade 12 110.00 Grade 43 265.00 TechLevelL 90.00
Grade 13 115.00 Grade44 270.00 TechLevelM 95.00
Grade 14 120.00 Grade45 275.00 TechLevelN 100.00
Grade 15 125.00 Grade 46 280.00 Tech Level 0 105.00
Grade 16 130.00 Grade 47 285.00 Tech Level P 110.00
Grade 17 135.00 Grade 48 290.00 Tech Level Q 115.00
Grade 18 140.00 Grade 49 295.00 TechLevelR 120.00
Grade 19 145.00 Grade 50 300.00 Tech Level S 125.00
Grade 20 150.00 Grade 51 305.00 Tech Level T 130.00
Grade 21 155.00 Grade 52 310.00 TechLevelU 135.00
Grade 22 160.00 Grade 53 315.00 TechLevelV 140.00
Grade 23 165.00 Grade 54 320.00 Tech Level W 145.00
Grade 24 170.00 Grade 55 325.00 TechLevelX 150.00
Grade 25 175.00 Grade 56 330.00 TechLevelY 155.00
Grade 26 180.00 Grade57 335.00 Tech Level Z 160.00
Grade 27 185.00 Grade 58 340.00 Tech Level AA 165.00
Grade 28 190.00 Grade 59 345.00 Tech Level AB 170.00
Grade 29 195.00 Grade 60 350.00 Tech Level AC 175.00
Grade 30 200.00 Grade 61 355.00 Tech Level AD 180.00
Grade 31 205.00 Grade 62 360.00 Tech Level AE 185.00
• Project expenses will be billed at cost plus ten percent for service and handling. Project expenses include projectrelated costs such as reproduction through outside services, transportation, subsistence, delivery/postage, and vendor and subcontractor services.
• All invoices are due and payable within 30 days of date of invoice. Invoices outstanding over 30 days will be assessed a 1 1/4 percent service charge, compounded, for each 30 days outstanding beyond the initial payment period. Service charges are not included in any agreement for maximum charges.

Design Professional Agreement with OKS Associates/ Exhibit B-Schedule of Fees Rev. 09-28-18

Page 2 ends

EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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.

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at Design Professional Agreement with OKS Associates/ Exhibit C-lnsurance Requirements Rev. 09-28-18

Page 1 ends

least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

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

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

Design Professional Agreement with OKS Associates/ Exhibit C-lnsurance Requirements Rev. 09-28-18

Page 2 ends

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

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

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 nonrenewal.

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
Consultant and City agree as follows:

Page 3 ends

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

Design Professional Agreement with OKS Associates/ Exhibit C-lnsurance Requirements Rev. 09-28-18
Page4
EBIX Inc.

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

Design Professional Agreement with OKS Associates/ Exhibit C-lnsurance Requirements Rev. 09-28-18

Page 5 ends

ci~nx j RightSignature

SIGNATURE

REFERENCE NUMBER
ES 714D4B-8253-4907-8 696-2ECF 142C7 F 33

CERTIFICATE

TRANSACTION DETAILS
Reference Number
ES714D48-8253-4907-B696-2ECF142C7F33
DOCU MEI\IT DETAILS
Document Nall\e
Dks - Agreement Te Support-Draft9
Transaction Type
Signature Request
Sent At
05/20/2021 15:47 EDT
Executed At
05/20/202.1, 16:53 EDT
lden~ty Method
email
Distribution Method
email
Signed Checksum
Signer Sequencing
Disabled
Document Puscode
Disabled

SIGNERS
SIGNER
Name
Teny Jain,
Email
trl<@dksa sso elates, com
Compon11nts
2 TIMESTAM'P
05/20/2021 l.5:47 EDT
05/20/2021 15:47 EDT
osn.012021 16,53 EDT
05/20/2021 16:53 EDT
05/20/2021 16: 53 EDT
AUDIT
E-SIONAlURE
Status
signed
FIiename
dks_-_agreemenUe_support-draft9.pdt
Pages
17 pages
Content Type
appltcatlon/pdf
FIie Site
827 KB
Orlgtrial Checksul'tl
UtnJl,U'fOt14,1'P•IUrto,.il lS4tl 1:UJJUCft U -tct•1~&.Untlit•tiilllU EVENTS
Vl11wed At
05/20/2021 16:53 EDT
Multi-factor Digital Fingerprint Checksum Identity Authenticated At 05/20/2021 16:53 EDT
IP Address
99,167.204.157
Device
Chrome via Windows
Typed Signature
Signature Rcfimince ID
E4GB4 745
Signed At
0S/20/202116:53 EDT
Elizabeth 11,gullar (elizabelt1,[email protected]) created document 'dks_-_agreement_te_s,ipport-drart!l.pdr on Chrome via Windows rrom 50.226.71.86,
Teny Kllm (trk@dksassodates,corn) was emailed a link to sign, Teray !<Jim ([email protected]) viewed the document on Chrome via Windows from 99.167 .204.157.

Terry l<liITT ([email protected]) authen~cated via email on Chrome via Windows from 99.167.204.1S7.

Terry Kllm-(trl:@dksassoclates.com) signed the document on Chrome via Windows from 99.167.204.l57.

EBIX Insurance No. S200003667

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANT A CLARA, CALIFORNIA,
AND
KIMLEY-HORN AND ASSOCIATES, INC.

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Kimley-Horn and Associates, Inc. a North Carolina corporation, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A - Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance Addendum (if applicable)
Design Professional Agreement with Kimley-Horn and Associates, Inc.

Rev. 09-28-18

Page 1 ends

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

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

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

4. WARRANTY
Contractor 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 is qualified 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 firms in the same discipline in the State of California.

6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in Design Professional Agreement with Kimley-Horn and Associates, Inc.

Rev. 09-28-18

Page 2 ends

accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is eighty-three thousand three hundred dollars ($83,300), 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.

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.

D. The Contractor shall have the right to terminate this agreement upon ten days written notice to the City upon breach by City of any of its obligations under this Agreement. In the event of termination, the Contractor shall be paid for all services performed up to the effective date of the termination and all damages, if any, resulting from the City's breach of this Agreement.

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

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

Design Professional Agreement with Kimley-Horn and Associates, Inc.

Rev. 09-28-18

Page 3 ends

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

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

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

13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the Design Professional Agreement with Kimley-Horn and Associates, Inc.

Rev. 09-28-18
Page4
cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

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

14. HOLD HARMLESS/INDEMNIFICATION
To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, to the extent arising out of, pertaining to, or related to the negligence, recklessness, or willful misconduct of the Contractor, its employees, subcontractors, or agents in the performance, or non-performance, of Services under this Agreement.

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

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

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

City of Santa Clara
Attention: Department of Public Works
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected] and
[email protected]
Design Professional Agreement with Kimley-Horn and Associates, Inc.

Rev. 09-28-18

Page 5 ends

And to Contractor addressed as follows:

Kimley-Hom and Associates, Inc.

Attention: Randy Durrenberger
1300 Clay Street, Suite 325
Oakland, CA 94612
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

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

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

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

Design Professional Agreement with Kirnley-Horn and Associates, Inc.

Rev. 09-28-18

Page 6 ends

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

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

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

CONTINUED ON PAGE 8
Design Professional Agreement with Kimley-Horn and Associates, Inc.

Rev. 09-28-18

Page 7 ends

The Parties aclmowledge 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:
~ tv DEANN J SANTANA
City Attorney City Ma ag r
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

KIMLEY-HORN AND ASSOCIATES, INC
a North Carolina corporation
Dated: S-~2-/~
By (Signa
Name
ture):
:
~~ Ra~u.!!_e~~~ _
Title: Senior Vice President
Principal Place of 1300 Clay Street, Suite 325
Business Address: Oakland, CA 94612
Email Address: [email protected]
Telephone: (510) 625-0712
Fax: (714) 938-0488
"CONTRACTOR"
Design Professional Agreement with Kimley-Horn and Associates, Inc.

Rev. 09-28-18

Page 8 ends

EXHIBIT A

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