City Council and Authorities Concurrent
April 18, 2023

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-412 Agenda Date: 4/18/2023

REPORT TO COUNCIL

SUBJECT
Action on Agreement for Services with Hexagon Transportation Consultants, Inc. for Preparation and Application of a Transportation Demand Management Monitoring and Administration Program for Development Projects

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

BACKGROUND
Transportation Demand Management (TDM) measures can be either infrastructure improvements or activities that reduce single occupancy vehicle trips associated with land development. The City’s adopted Climate Action Plan (CAP) and Transportation Analysis Policy establish goals related to reductions in Vehicle Miles Traveled (VMT) regarding new development or expansion projects. These VMT reduction goals for individual projects are often achieved through the requirement of TDM measures with a project such as multimodal supportive infrastructure or offerings such as bicycle racks, showers with changing rooms, bicycle repair facilities, provision of transit vouchers to employees or residents, remote work offerings, operation of shuttles, or guaranteed ride home programs.

The implementation of TDM measures is a multistep process and monitoring compliance typically occurs over the life of the project. First, VMT reduction requirements are established through conditions of approval or through the California Environmental Quality Act (CEQA) process during entitlement. Next, project representatives identify specific TDM measures to achieve VMT reduction requirements. Some, such as on-site infrastructure measures, will be addressed through the issuance of a Building Permit and expected to be complete before a project is occupied. Other TDM measures are implemented after occupancy and, for these, it may be necessary to demonstrate compliance with annual monitoring throughout the life of the project. Compliance review of TDM measures for a single project can thus span multiple years and involve City oversight by Community Development staff and also require technical support by Public Works staff.

The City currently has 53 approved development projects with TDM requirements and an additional 13 projects in the pipeline. Compliance monitoring has historically been conducted on an individual basis with each project owner preparing and submitting reports to the City independently. As part of the Adopted Biennial FY 2022/23 and 2023/24 Capital Improvement Program Budget, the City Council approved $200,000 to be allocated for consultant services for the preparation and application of a TDM monitoring and administration program for development projects which would formalize the City’s oversight and review of these reports.

Pursuant to City Code Section 2.105.140(c), a formal Request for Proposals (RFP) was conducted City of Santa Clara Page 1 of 3 Printed on 4/13/2023
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23-412 Agenda Date: 4/18/2023
as the solicitation method for this procurement, with the final award recommendation based on “best value.” The City published the RFP for Transportation Demand Management Consulting Services on the City’s e-procurement system. A joint proposal from Hexagon Transportation Consultants, Inc. (Hexagon) and TDM Specialists, Inc. (TDM Specialists) was received by the proposal deadline.

DISCUSSION
At the conclusion of the RFP process, staff recommends award of the contract to Hexagon. Hexagon will serve as the primary consultant and TDM Specialists will serve as a subconsultant.

Under the proposed agreement, Hexagon will provide all necessary services to monitor and administer TDM requirements for the City’s development projects. Prior to occupancy, Hexagon will review approved development projects for compliance with TDM obligations including reviewing the project’s built TDM infrastructure (e.g., bike lockers, showers, carpool facilities, etc). After occupancy, Hexagon will monitor compliance through annual review of post occupancy implementation of TDM measures which are required through the project’s life. Hexagon will also obtain from project contacts an annual TDM commuter survey report if applicable. Hexagon will track compliance through communication with property owners and developers, utilizing a customer relationship manager platform, OneCommute. Hexagon will provide monitoring and compliance information to the City quarterly, or sooner if non-compliance issues arise.

In addition, Hexagon will create and maintain a website that will contain development project TDM reports that will allow data to be queried for information on individual project compliance and show development project trends based on project type. This will allow the City to identify VMT reduction percentages for pending and future projects.

The maximum compensation in the proposed agreement is $200,000 over three years. The fees for establishing TDM parameters, tracking compliance, communicating with owners and developers, maintaining a website, and submitting annual reports will be assessed on a fixed fee basis. The consultant may also conduct site visits as necessary to collect data and verify compliance as needed on a time and materials basis.

The TDM monitoring and administration program is ongoing, and therefore, staff is also requesting approval to extend the term of the agreement and increase compensation as required.

Approval of this contract will allow the City to proceed with the establishment of a formal TDM compliance and monitoring program to promote the achievement of the City’s TDM goals for new land development projects.

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

FISCAL IMPACT
Funding for this service is appropriated in the Transportation Demand Management project in the Adopted Biennial Fiscal Year 2022/23 and 2023/24 Capital Improvement Program Budget.

City of Santa Clara Page 2 of 3 Printed on 4/13/2023
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23-412 Agenda Date: 4/18/2023
The intent is for the City to establish new fee(s) for private development to cover the cost of services to provide oversight of TDM compliance in projects. This will be brought forward in the coming years.

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [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’s Office, consistent with properly delegated authority or existing policy, to execute an agreement with Hexagon Transportation Consultants, Inc. for preparation and application of a Transportation Demand Management (TDM) monitoring and administration program for development projects for a three year term starting on May 1, 2023 and ending on April 30, 2026 for a total maximum compensation amount not to exceed $200,000; and

2. Approve and authorize the City Manager’s Office to execute amendments to the agreement to extend the term and increase compensation as may be required to support the requirements of the TDM monitoring and administration program, subject to appropriation of funds.

Reviewed by: Andrew Crabtree, Director of Community Development Approved by: Office of the City Manager

ATTACHMENTS

1. Agreement for Services with Hexagon Transportation Consultants City of Santa Clara Page 3 of 3 Printed on 4/13/2023
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Agreement with Hexagon Transportation Consultants Page 1 of 17 Rev. 07-01-18
EBIX Insurance No. S200005015

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
HEXAGON TRANSPORTATION CONSULTANTS, INC.

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

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and 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
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 Agreement with Hexagon Transportation Consultants Page 2 of 17 Rev. 07-01-18
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 May 1, 2023 and terminate on April 30, 2026 (Initial Term). The City reserves the right, at its own sole discretion, to extend the term of this Agreement as may be required.

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

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

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

6. CONFLICT OF INTEREST (FORM 700)
In accordance with the California Political Reform Act (Government Code section 81000 et seq.) and the City’s Conflict of Interest Code, Consultant shall cause each person who will be principally responsible for providing the service and deliverables under this Agreement as having to file a Form 700 to do each of the following:

A. Complete and file the Form 700 no later than thirty (30) calendar days after the date the person begins performing services under the Agreement Agreement with Hexagon Transportation Consultants Page 3 of 17 Rev. 07-01-18
and all subsequent Form 700s in conformance with the requirements specified in the California Political Reform Act; and
B. File the Form 700 with the City’s Clerk Office.

7. COMPENSATION AND PAYMENT
In consideration for Consultant’s complete performance of Services, City shall pay Consultant for all materials provided and Services rendered by Consultant in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is set forth in Section 1 of Exhibit B, subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Consultant’s expense. Consultant shall not be entitled to any payment above the maximum compensation under any circumstance.

8. 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.

9. 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. City provides permission for Consultant to hire TDM Specialists, Inc, as a subcontractor under this Agreement. Consultant shall not hire any other subcontractors without express written permission from City.

Consultant 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 Consultant is for the acts and omissions of persons directly employed by it.

Agreement with Hexagon Transportation Consultants Page 4 of 17 Rev. 07-01-18

10. 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.

11. INDEPENDENT CONTRACTOR
Consultant and all person(s) employed by or contracted with Consultant to furnish labor and/or materials under this Agreement are independent contractors 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.

12. 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.

13. 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.

14. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Consultant for the purpose of verifying any and all charges made by Consultant in connection with Consultant compensation under this Agreement, including termination of Consultant. Consultant agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Consultant shall bear the Agreement with Hexagon Transportation Consultants Page 5 of 17 Rev. 07-01-18
cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

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.

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

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

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

16. 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.

Agreement with Hexagon Transportation Consultants Page 6 of 17 Rev. 07-01-18

17. 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.

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

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

Hexagon Transportation Consultants, Inc.
100 Century Center Court, Suite 501
San Jose, CA 95112
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

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

20. 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 Agreement with Hexagon Transportation Consultants Page 7 of 17 Rev. 07-01-18
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.

21. 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.

22. 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.

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

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

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

Agreement with Hexagon Transportation Consultants Page 8 of 17 Rev. 07-01-18

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

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

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

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

By (Signature):

Name: Gary Black
Title: President
Principal Place of
Business Address:
100 Century Center Court, Suite 501
San Jose, CA 95112
Email Address: [email protected]
Telephone: (408) 971-6100
Fax: (408) 971-6102
“CONSULTANT”
3/27/2023
Agreement with Hexagon Transportation Consultants/Exhibit A-Scope of Services Page 9 of 17 Rev. 07-01-18

EXHIBIT A

SCOPE OF SERVICES

1. INTRODUCTION

1.1. Under this Agreement, Consultant shall provide all necessary services to prepare and monitor Transportation Demand Management (TDM) requirements for the City’s development projects.

1.2. To the extent not inconsistent with this Agreement between the City and Consultant including this Scope of Services, the City’s SOQ 21-22-75 (including subsequent updates) and Consultant’s proposal response dated June 14, 2022 are hereby incorporated by reference herein, and shall supplement this Scope of Services and be subject to the terms and conditions of the Agreement.

2. SCOPE OF WORK

2.1. Task 1 – Establish TDM Parameters

2.1.1. Consultant shall establish a monitoring system to review approved development projects compliance with TDM obligations once per year. This task includes:

2.1.1.1. Identify each project's vehicles miles traveled (VMT) reduction requirements as established through conditions of approval during the entitlement process.

2.1.1.2. Identify the project's specific TDM measures to achieve VMT reduction requirements before issuing the Building Permit.

2.1.1.3. If projects have occupied and implemented TDM measures, they must comply with annual monitoring throughout the project's life.

2.1.1.4. Review each project's built TDM infrastructure (e.g., bike lockers, showers, carpool facilities, kiosks, etc.) via physical inspection.

2.1.1.5. Obtain from projects an annual TDM commuter survey report.

The report shall provide employee commuter mode-use
activities, employee miles traveled, and confirmation of implemented TDM/commuter programs.

2.2. Task 2 – Track Compliance

2.2.1. Consultant shall perform an initial review of TDM compliance for the City’s approximately 60 existing development projects approved with TDM requirements. The City will provide to Consultant the list of all development Agreement with Hexagon Transportation Consultants/Exhibit A-Scope of Services Page 10 of 17 Rev. 07-01-18
projects with TDM reduction requirements as part of their conditions of approval.

2.2.2. Annually, Consultant shall contact all owners and developers that have not filed reports and instruct them on how to proceed to establish compliance.

Subject to City’s approval, the monitoring program may utilize the OneCommute customer relationship manager platform to track a developer's specific TDM requirements for each project and manage categories for key performance indicators.

2.2.3. Consultant shall provide monitoring and compliance information to the City quarterly, or sooner if noncompliance issues arise.

2.2.3.1. The OneCommute database will be available for the City to check at any time.

2.2.3.2. Consultant shall notify the City of any developments that have failed to submit reports after two attempts at contact to determine a strategy for escalating communication.

2.2.3.3. Quarterly, Consultant shall notify the City of any development projects where monitoring has shown non-compliance with their TDM reduction goals. Consultant shall prepare
recommendations to address and resolve the issue for the City’s consideration.

2.2.4. Consultant shall provide the City, developers, and owners with data and recommendations to address issues relating to TDM compliance. This coordination will utilize the OneCommute platform to show underperforming development projects and measures for consideration to boost their TDM effectiveness. Projects that meet or exceed TDM performance requirements will be acknowledged and included in the annual reporting and city website (as discussed below).

2.3. Task 3 – Communicate with Owners and Developers
Consultant shall schedule developer check-in calls and send reminders about their TDM monitoring requirements. Ongoing communication with developers may include written letters, emails, automated notices from the OneCommute platform, phone calls, and site visits. Reminder notices must emphasize the need to prepare a survey and driveway vehicle trip data and provide a list of current commuter programs, contact information for their transportation coordinator, etc.

2.4. Task 4 – Create Website
Consultant shall create and maintain a basic website that links to the City's website. The website will be publicly reviewed and contain development Agreement with Hexagon Transportation Consultants/Exhibit A-Scope of Services Page 11 of 17 Rev. 07-01-18
project TDM reports. The website shall meet the City’s accessibility standards, allow data to be queried for information on individual project compliance, and show development project trends based on project type.

2.5. Task 5 – Submit Annual Report
Consultant shall work with the City to generate a custom annual report that aggregates development projects to show total performance.

2.6. Task 6 – Create Menu of TDM Measures
Consultant shall create a menu of TDM measures with identified VMT reduction percentages for pending and future projects. The list will sort each measure's estimated value from highest to lowest to reduce peak-period traffic congestion and ability to reduce VMTs. The list will utilize CAPCOA research and the monitoring program's reported performance of other developments in the City. Consultant shall provide the list of TDM measures to developers and make it available on the City's TDM website.

2.7. Task 7 – Recommend Ordinance Changes
Consultant shall research and recommend ordinance or policy changes to ensure the incorporation of TDM measures for streamlined projects that would be limited to ministerial approvals by the City and/or to improve the effectiveness of TDM implementation. Research may include a literature review of northern California ordinances.

2.8. Task 8 – Conduct Monitoring
As needed, conduct site visits and collect data as necessary to verify TDM compliance in projects or make recommendations to improve efficacy of measures. This work shall be pre-approved by the City and billed on a time and materials basis.

Agreement with Hexagon Transportation Consultants/Exhibit B-Schedule of Fees Page 12 of 17 Rev. 07-01-18

EXHIBIT B

SCHEDULE OF FEES

1. MAXIMUM COMPENSATION
The maximum compensation the City will pay Consultant for all professional fees, costs and expenses provided under this Agreement shall not exceed Two Hundred Thousand Dollars ($200,000) during the initial three-year term, subject to appropriation of funds. Any additional professional fees, costs and expenses requested by the City that would exceed the preceding maximum amount will be addressed in an Amendment to the Agreement.

2. FEES
For Tasks 1 – 7, Consultant shall be paid on a fixed fee basis as set forth in Table B1 below.

For Task 8, the City has set aside the amount of $27,620 to be billed on a time and materials basis in accordance with the hourly rates in Section 4 of this Exhibit.

Table B1: Fee Schedule
Cost Element/Task Year 1 Year 2 Year 3
Task 1: Establish TDM Parameters $4,680
Task 2: Track Compliance - Initial Review of
Existing Projects $19,460
Task 2: Track Compliance - Ongoing Review $7,980 $7,980 Task 3: Communicate with Owners and
Developers $27,000 $27,000
Task 4: Create Website $8,240
Task 4: Maintain Website (inclusive of content
update and software/hosting) $13,060 $13,060
Task 5: Submit Annual Report $11,080 $11,080
Task 6: Create Menu of TDM Measures $11,880
Task 7: Recommend Ordinance Changes $9,880
Subtotal (Tasks 1 - 7) $54,140 $59,120 $59,120
Task 8: Conduct Monitoring (as needed) $27,620
Maximum Compensation (3 years) $200,000

3. ADDITIONAL SERVICES
Any additional related services requested by the City shall be negotiated on a fixed fee or time and materials basis in accordance with the hourly rates set forth in Section 4 of this Exhibit. The City may utilize any unused funds for additional services, provided that the maximum compensation of this Agreement is not exceeded.

Agreement with Hexagon Transportation Consultants/Exhibit B-Schedule of Fees Page 13 of 17 Rev. 07-01-18

4. HOURLY RATES
Consultant’s hourly rates are set forth in Tables B2 and B3.

Table B2: Hexagon Transportation Consultants, Inc. Hourly Rates Position/Description Rate
President $330 per hour
Principal $285 per hour
Senior Associate II $265 per hour
Senior Associate I $245 per hour
Associate II $220 per hour
Associate I $195 per hour
Planner/Engineer II $165 per hour
Planner/Engineer I $135 per hour
Admin/Graphics $120 per hour
Assistant Engineer/Planner $110 per hour
Technician/Intern $80 per hour
Table B3: TDM Specialists, Inc. Hourly Rates
Name Rate
President/Principal Planner $225.00 per hour
NorCal Commute Programs Manager $165.72 per hour
Commuter Concierge, Program Manager $126.00 per hour
TDM Program Manager & OneCommute Lead $113.85 per hour

5. RATE ADJUSTMENTS
Consultant may request adjustments to its hourly rates after the initial three-year term. Any rate increases are subject to approval by the City and must be substantiated by the Consultant to the satisfaction of the City. All rate adjustments must be approved by the City in writing.

6. INVOICING

6.1. With respect to progress payments for Tasks 1 – 7. Consultant shall base its invoice on the percentage of services completed during the previous month.

6.2. For Task 8 and any additional services, Consultant shall base its invoice on the hours approved by the City at the hourly rates listed in Table B2.

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

Agreement with Hexagon Transportation Consultants/Exhibit C-Insurance Page 14 of 17 Rev. 07-01-18

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 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 Agreement with Hexagon Transportation Consultants/Exhibit C-Insurance Page 15 of 17 Rev. 07-01-18
or regulated materials, Consultant and/or its subcontractors involved in such activities shall provide coverage with a limit of one million dollars ($1,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS’ COMPENSATION

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

2. The indemnification and hold harmless obligations of 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 subcontractor under any Workers’ Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

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

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

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

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of 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 Agreement with Hexagon Transportation Consultants/Exhibit C-Insurance Page 16 of 17 Rev. 07-01-18
considered excess insurance only and shall not be called upon to contribute with Consultant’s insurance.

3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to nonpayment 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 nonrenewal. 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 nonrenewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.

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

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

1. Consultant agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Consultant, provide the same minimum insurance coverage required of Consultant, except as with respect to limits. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement.

Consultant agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors 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.

Agreement with Hexagon Transportation Consultants/Exhibit C-Insurance Page 17 of 17 Rev. 07-01-18
G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Consultant, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. 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 emailed to: [email protected].

Or by mail to:

EBIX Inc.

City of Santa Clara – Community Development Department
P.O. Box 100085 – S2
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
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.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-436 Agenda Date: 4/18/2023

REPORT TO COUNCIL

SUBJECT
Action on Agreement with Impec Group, Inc. for Janitorial Services Citywide

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City contracts out janitorial services at multiple City facilities including City Hall buildings, Senior Center, Silicon Valley Power offices, Police Station, Libraries, Emergency Operations Center, several Fire Stations, and the Corporation Yard. Services provided by the vendor include various items such as vacuuming, mopping, restroom cleaning, window cleaning, wiping down counters, deep cleaning, and other related work efforts. Current contracts are set to expire on June 30, 2023.

On November 15, 2022, staff provided an update to the City Council on requirements that would be incorporated into the Request for Proposals (RFP) for janitorial services to specifically address concerns raised by the Service Employees International Union (SEIU) related to wage theft, prevailing wage, collective bargaining, and labor peace (Attachment 2).

On December 21, 2022, staff released the janitorial services RFP which included the following requirements:
· Wage Theft - Proposers were required to have a valid Janitorial Service Provider and Contractor Registration with the State of California Department of Industrial Relations (DIR) Labor Commissioner’s Office. The registration requires companies to disclose any wage claims.
· Prevailing Wage - Proposers were required to pay prevailing wages. Although payment of prevailing wage was not legally required for this contract, the City voluntarily approved SEIU’s request to require prevailing wage pursuant to California Public Utilities Code Section 465- 466. In addition, they were required to complete the Employee Work Environment Questionnaire which included providing information on employee wages as well as other benefits including paid time off.
· Collective Bargaining - Proposers were required to provide their employee handbook or policy that addresses their dispute resolution process with regard to wages, benefits, working conditions, and disciplines.
· Labor Peace - Proposers were required to provide assurances that an environment of labor City of Santa Clara Page 1 of 4 Printed on 4/13/2023
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23-436 Agenda Date: 4/18/2023
peace exists. Additionally, the requirements of registration with DIR and submission of their employee handbook, proposers were required to disclose information related to harassment, workplace violence, and working conditions.

DISCUSSION
Pursuant to City Code Section 2.105.140(c), a formal Request for Proposals (RFP) was conducted as the solicitation method for this procurement, with the final award recommendation based on “best value.” The factors considered in the evaluation were quality and completeness of proposal, experience, service capability, operations, and adherence to the additional requirements of this RFP as stated above.

A total of eleven proposals were received from the following firms:
· 3H & 3H, Inc.
· CCS Facility Services
· Central Maintenance Co.
· Impec Group, Inc.
· Imperial Maintenance Services
· Karla’s Janitorial Services
· PRIDE Industries One, Inc.
· Quality Cleaning Professionals, LLC
· SWA Services Group, Inc.
· UBM Enterprise, Inc.
· Z&C Services, Inc.

Two firms did not submit all the requirements of the RFP and were subsequently deemed nonresponsive and disqualified from further consideration. The remaining nine proposals were evaluated by a three-member team comprised of representatives from the Department of Public Works, the Parks & Recreation Department, and Silicon Valley Power. CCS Facility Services, Impec Group, PRIDE Industries One, Quality Cleaning Professionals, and SWA Services Group were asked to participate in oral interviews to introduce their key personnel and demonstrate their experience, capacity, and service capability to meet the City’s requirements.

Staff recommends awarding the agreement(s) to Impec Group, Inc. (Impec) for having submitted the best value proposal. Impec’s proposal included a mix of various services including moving and relocation, cubicle workstation installation, general maintenance, and repair in addition to the window cleaning, floor and specialty detail cleaning availability as part of the requirements of the RFP. Impec demonstrated experience in janitorial services for many other municipalities and a strong understanding of the City’s requirements and needs. References were checked with the City of Cupertino, City of Half Moon Bay, and Mills College.

Under the proposed agreement, Impec will provide janitorial services citywide. The agreement includes a detailed scope of services, frequency of services by site, monthly service fee by site, and hourly rates for additional services. The initial term of the agreement is five years plus three additional one-year options to extend the term of the agreement for a total of eight years. Pricing is fixed for year one of the initial term. Thereafter, price adjustments are allowable subject to verification City of Santa Clara Page 2 of 4 Printed on 4/13/2023
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23-436 Agenda Date: 4/18/2023
by the Contractor and approval by the City.

The proposed agreement contains a provision that allows additional sites to be added. However, in the event a site is managed by a department other than the Public Works Department, staff is requesting authorization for departments to enter into their own separate agreement with Impec. The agreements will be managed by their respective departments. Lastly, Impec will comply with the City’s Labor Retention Ordinance which requires for existing employees under the current agreement the opportunity to continue their employment under the new agreement with Impec.

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

FISCAL IMPACT
The amount to be paid to Impec over the proposed initial five-year term shall not exceed $7,830,683 which includes a 10 percent contingency, subject to future budget appropriations. The amount includes an estimated 4 percent increase per year for years two - five of the initial term. This percentage is based on the historical prevailing wage increase average. The agreement includes three, one-year options, to extend the term of the agreement after the initial term, at the City’s discretion.

Fiscal Year Contract
Amount
Notes
2023/2024 $1,314,324 Initial Term Year 1 of 5
2024/2025 $1,366,897 Initial Term Year 2 of 5 (Estimated) 2025/2026 $1,421,573 Initial Term Year 3 of 5 (Estimated) 2026/2027 $1,478,436 Initial Term Year 4 of 5 (Estimated) 2027/2028 $1,537,573 Initial Term Year 5 of 5 (Estimated) Contingency $711,880 10% of the total contract to cover unexpected costs Total $7,830,683
Staff anticipates the option years, if executed, would include a potential 4 percent increase each year.

Any price adjustment request by the Contractor is pursuant to City approval.

Sufficient funding for the contract is budgeted in the FY 2023/24 Proposed Biennial Operating Budget in the Facility Services Program (2223- Janitorial). Future years of funding are 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 City of Santa Clara Page 3 of 4 Printed on 4/13/2023
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23-436 Agenda Date: 4/18/2023
Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Authorize the City Manager to execute an agreement with Impec Group, Inc. for janitorial services citywide for an initial five-year term, with maximum compensation not-to-exceed $7,830,683, subject to the appropriation of funds;

2. Authorize the City Manager to amend the agreement with Impec Group, Inc. to add new sites or to revise pricing in the event a price adjustment is approved, subject to the appropriation of funds;

3. Authorize the City Manager to execute additional agreements with Impec Group, Inc. as required for other City departments not-to-exceed $250,000 each, such agreements shall contain the same terms and conditions as the agreement with Impec Group, Inc. for Department of Public Works and shall be subject to appropriation of funds; and

4. Authorize the City Manager to exercise up to three one-year options to extend the term of the agreement(s) after the initial term, subject to the appropriation of funds.

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Office of the City Manager

ATTACHMENTS

1. Agreement with Impec Group, Inc. for Department of Public Works

2. RTC 22-1299
City of Santa Clara Page 4 of 4 Printed on 4/13/2023
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Agreement with Impec Group, LLC Page 1
Rev. 07-01-18
EBIX Insurance No. S200005127

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

IMPEC GROUP, LLC

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

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A1 – Scope of Services
Exhibit A2 – Site Service Frequency
Exhibit A3 – Site List with Addresses
Exhibit B1 – Schedule of Fees
Exhibit B2 – Fee Breakdown by Site
Exhibit C – Insurance Requirements
Agreement with Impec Group, LLC Page 2
Rev. 07-01-18
Exhibit D – Labor Compliance Addendum
Exhibit E – Notice of Exercise of Option to Extend Agreement This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on April 19, 2023 and terminate on June 30, 2028.

B. After the Initial Term, the City reserves the right, at its sole discretion, to extend the term of this Agreement for up to three (3) additional one-year term through June 30, 2031 (“Option Periods”), subject to the appropriation of funds. See Exhibit E for Notice of Exercise to Option to Extend Agreement Form.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A1 – A2 within the time stated in Exhibit A1 – A2. Time is of the essence.

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

5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor’s representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the Agreement with Impec Group, LLC Page 3
Rev. 07-01-18
professional standards of a specialist in the same discipline in the State of California.

6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is set forth in Section 1 of Exhibit B1, subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

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

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

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

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

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

Agreement with Impec Group, LLC Page 4
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9. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.

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

11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed 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 Agreement with Impec Group, LLC Page 5
Rev. 07-01-18
cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

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

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

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

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

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

Agreement with Impec Group, LLC Page 6
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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 Department of Public Works
Attention: Ken Winland, Facilities Division
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]
And to Contractor addressed as follows:

Impec Group, LLC
Attn: Richard Peterson
3350 Scott Blvd, Bldg. 8
Santa Clara, CA 95054
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).

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

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

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

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

23. 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.

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

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

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

GLEN R. GOOGINS
City Attorney
Office of the City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
IMPEC GROUP, INC.
a California corporation
Dated:

By (Signature):

Name: Richard Peterson
Title: Senior Director of Customer Solutions
Principal Place of
Business Address:
3350 Scott Blvd., Bldg. 8
Santa Clara, CA 95054
Email Address: [email protected]
Telephone: (650) 421-5054
Fax: N/A
“CONTRACTOR”
Agreement with Impec Group, LLC/Exhibit A1-Scope of Services Page 1 Rev. 07-01-18
EXHIBIT A1

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

1. OVERVIEW
Contractor will furnish all labor, tools, equipment, materials, transportation, and supervision to perform janitorial services citywide in support of the Department of Public Works Facilities Division (Facilities) as specified herein. Contractor will:

1.1. Engage in business reviews as requested by the City to discuss performance and business issues.

1.2. Render services in accordance with the following guidelines:

1.2.1. Effective and efficient staffing

1.2.2. Systemized, professional, and consistent processes

1.2.3. Reliable and responsive services

1.2.4. Health, safety, and environmental focus

1.2.5. Positive customer experience

1.2.6. Transparent pricing and billing

1.2.7. Innovation

1.3. “Consumables” and “Supplies” shall include, but not be limited to, all cleaning supplies, disinfectants, paper towels, toilet paper, hand soap, seat cover paper products, etc. required for cleaning and restocking City facilities as described herein.

1.4. “Equipment” shall include, but not be limited to, cleaning rags, wet floor signage, barricades, cleaning equipment, mops, brooms, vacuum cleaners, carpet cleaning machines, buffers, etc. required for the performance of work as described herein.

1.5. The City reserves the right to add or remove sites throughout the term of the agreement(s) at its own discretion.

1.6. City Contact Structure:

1.6.1. The City’s Facilities Manager will be the main point of contact for any overall changes to the scope of services or contract discussions, excluding Commerce and Peddler’s Plaza.

1.6.2. Each site will have one City contact (“City Site Contact”) that the Contractor will coordinate with on a daily basis.

Agreement with Impec Group, LLC/Exhibit A1-Scope of Services Page 2 Rev. 07-01-18

1.6.3. The City will provide contact information upon execution of the agreement.

1.7. Refer to Exhibit A3 for site Addresses.

2. GENERAL REQUIREMENTS

2.1. All Contractor’s employees shall be fully trained and qualified to perform the services specified in this agreement.

2.2. The City assumes no responsibility for loss or damage to equipment owned or operated by Contractor, its agents, or employees.

2.3. Contractor shall assign an account service/support representative who shall be responsible for managing services as specified herein, including escalation management as may be applicable.

2.4. All work shall be performed on the days and frequencies as indicated in Exhibit A2, Site Service Frequency. The City periodically may reschedule the work as required to maintain the maximum cleaning level of its facilities.

2.5. Contractor shall provide a list of all employees assigned to each site. All site supervisors shall be available by cell phone during work hours.

2.6. City reserves the right to conduct background checks on all employee’s assigned to the City.

2.6.1. Additionally, there will be a separate background check for Contractor’s employees assigned to sites for the Santa Clara Police Department (SCPD). This background check will be conducted by SCPD.

2.7. Employee Appearance: Contractor’s employees shall wear uniforms that clearly identify Contractor’s logo. Uniforms must consist of a top with Contractor’s logo, pants, closed toe shoes that are industry standard for nonslip. If jackets or sweaters are worn, they must coordinate with the uniform and clearly display Contractor’s logo. Uniforms shall be clean, groomed and neat, and free from tears, holes, frayed edges, and body odor. Employees shall project a professional, neat, and clean appearance always.

2.8. Upon City’s request, Contractor shall promptly replace its employees for reasons including, but not limited to misconduct and poor performance.

2.9. Contractor's staff is prohibited from using tobacco products, illegal drugs, or alcohol on City premises. Smoking is permitted 25 feet or more from City property or within areas designated for smoking.

Agreement with Impec Group, LLC/Exhibit A1-Scope of Services Page 3 Rev. 07-01-18

2.10. Contractor’s Account Manager and On-site Supervisor shall meet with the City’s Facilities Maintenance Manager, as needed, to review work sites to ensure compliance with contract specifications.

2.11. Contractor shall be responsible to obtain all necessary permits and licenses, etc. required for performance of this project, give all necessary notices, pay all fees required by law, and comply with all laws, ordinances, rules and regulations relating to the work and to the preservation of the public health and safety.

3. CONSUMABLES AND ENVIRONMENTAL PREFERRABLE PRODUCTS

3.1. Consumables, including but not limited to toilet paper, hand soap, paper towels, seat covers, wet floor signage, barricades, cleaning supplies, etc., are to be stocked at each janitorial closet daily by Contractor, where janitorial closets are designated by the City for such purposes. Currently products such as toilet paper, hand soap and paper towels are stocked at the City’s warehouse located at 1705 Martin Avenue. Contractor is required to deliver such products to each specific site on a regular basis by Contractor.

3.2. Contractor shall provide the City with a target inventory of supplies for each storage closet or location and ensure the actual inventory is kept current. It is the Contractor’s responsibility to ensure the consumable inventory at each site is kept at sufficient levels to meet service requirements.

3.3. Contractor may be requested to procure and furnish all consumables at the City’s discretion during the term of the contract.

3.4. Environmentally Preferable Products: To the extent possible any consumables provided by Contractor shall follow the City’s Environmental Preferable Procurement Policy, with particular focus on the product content, extended producer responsibility, and environmental product standards elements of the policy. Please refer to https://www.santaclaraca.gov/ourcity/departments-a-f/finance/purchasing/sustainable-purchasing-policy#!/.

3.4.1. All products are subject to City review and approval.

3.4.2. Contractor shall provide the City with a list of products and the percentage of recycled material these products contain, upon City’s request. Also, the Contractor shall provide the City with manufacturer’s contact information including persons and phone numbers.

4. BUILDING SECURITY

4.1. Keys to City building/sites requiring janitorial service will be provided to Contractor as necessary. Contractor shall guarantee that the buildings/sites are securely locked at all times during and after work is performed. Lost keys shall be immediately reported to the designated City Site Contact.

Agreement with Impec Group, LLC/Exhibit A1-Scope of Services Page 4 Rev. 07-01-18

4.2. Contractor’s employees shall not prop open building doors. If a situation requires a door to be propped open (i.e., delivery of equipment, etc.) then Contractor must supervise the open door at all times.

4.3. Contractor shall lock all doors and windows that provide access to the facility or office when cleaning is completed.

5. SAFETY AND TRAINING

5.1. Contractor shall accomplish all work in accordance with these specifications and in conformance with all applicable Occupational Safety and Health Administration (OSHA) standards, rules, regulations, and orders established by the federal government, State of California, County of Santa Clara, and the City of Santa Clara.

5.2. Contractor shall provide ongoing comprehensive training for its employees.

All Contractor’s employees shall be trained in methods and materials for general cleaning such as restroom care, carpet care, hard surface floor care, and special area cleaning. Training programs shall include, but not limited to, workplace safety, material safety data sheets, Cal-OSHA (California Occupational Safety and Health Administration) regulations, bio-hazard cleanup, and all other applicable safety regulations. Upon request, Contractor shall provide the City a report showing the training provided for janitorial staff assigned to the City. Contractor:

5.2.1. Must provide any required Personal Protective Equipment (PPE) to employees and must ensure that all PPE is used and maintained in a sanitary and reliable condition.

5.2.2. Must utilize cleaning methodologies and PPE to prevent/minimize cross contamination.

5.2.3. Contractor’s employees must be trained in biohazard cleaning and methodology (i.e. needles, blood, etc.) as required.

5.2.4. Will develop, implement, and maintain an operations and maintenance safety plan. This plan shall be subject to review and approval by the City Facilities Manager.

5.2.5. Will provide Material Safety Data Sheets (MSDS) to the City for review and approval of all cleaning products and substances that will be used by the Contractor on the job site. Contractor shall change any unapproved products or substances used as directed by the City Facilities Manager at no additional cost to City. MSDS sheets shall also be placed in janitorial closets.

6. HAZARDOUS WASTE

6.1. As used herein "hazardous materials" shall mean any and all (a) substances, products, byproducts, waste, or other materials of any nature or kind Agreement with Impec Group, LLC/Exhibit A1-Scope of Services Page 5 Rev. 07-01-18
whatsoever which is or becomes listed, regulated or addressed under any environmental laws, and (b) any materials, substances, products, byproducts, waste, or other materials of any nature or kind whatsoever whose presence in and of itself or in combination with other materials, substances, products, by-products, or waste may give rise to liability under any environmental law or any statutory or common law theory based on negligence, trespass, intentional tort, nuisance, strict or absolute liability or under any reported decisions of any state or federal court; and (c) any substance, product, by-product, waste or any other material which may be hazardous or harmful to the air, water, soil, environment or affect industrial hygiene, occupational, health, safety and/or general welfare conditions, including without limitation, petroleum and/or asbestos materials, products, by-products, or waste.

6.2. "Environmental laws" shall mean and include all federal, state, and local laws, statutes, ordinances, regulations, resolutions, decrees, and/or rules now or hereinafter in effect, as may be amended. from time to time, and all implementing regulations, directives, orders, guidelines, and federal or state court decisions, interpreting, relating to, regulating or imposing liability (including, but not limited to, response, removal, remediation and damage costs) or standards of conduct or performance relating to industrial hygiene, occupational, health, and/or safety conditions, environmental conditions, or exposure to, contamination by, or clean-up of, any and all hazardous materials, including without limitation, all federal or state superfund or environmental clean-up statutes.

6.3. Contractor shall not store, use, or dispose of hazardous materials on City property, nor cause, permit or allow any officer, agent, employee, contractor, permittee, or invitee of Contractor to store, use or dispose of hazardous materials on City property. Contractor shall immediately notify City of any hazardous material release which occurs on City property, regardless of whether the release was caused by or results from Contractor's activities or is in a quantity that would otherwise be reportable to a public agency.

7. CLEANING REQUIREMENTS AND STANDARDS

7.1. Definitions

7.1.1. Auto Scrubbing – Using a machine to clean hard floor surfaces or other related hard surfaces. Auto scrubbing is satisfactorily performed when all surfaces are without embedded dirt, cleaning solution, film, debris, stains and marks, or standing water, and floor has a uniformly clean appearance.

7.1.2. Clean – The act of removing dirt and other impurities from a surface, if required.

7.1.3. Damp Mop – Using a moist mop to remove all dirt, dust, spots, streaks, stains, smudges, litter, gum, hard water deposits and other Agreement with Impec Group, LLC/Exhibit A1-Scope of Services Page 6 Rev. 07-01-18
extraneous matter from a floor or similar surface. A satisfactorily damp mopped floor is free of dirt, dust, marks, film, streaks, debris, and/or standing water. The Contractor will provide enough barricades, traffic cones and proper slip hazard signs for each floor area being cleaned to adequately protect public and/or passersby.

Water to be renewed/changed when changing between areas.

7.1.4. Dispenser – A mechanical device attached to a restroom wall or partition which is used to dispense soap, towels, feminine hygiene products, toilet paper, toilet seat covers, etc.

7.1.5. Disinfect – Cleaning in a manner that destroys harmful microorganisms by the application of an approved “green” chemical agent.

7.1.6. Dust Mop – Using a dry mop to pick up and remove lose contamination and soil from the surface of a hard floor or similar surface. A satisfactorily dust mopped floor is free of all dirt, dust, lint and debris. Contractor shall use appropriate tools and methods to mitigate air borne contaminants.

7.1.7. Fixture – Toilets, urinals, sinks (including faucets), counters and backsplashes or any other device attached to a restroom wall, floor or ceiling.

7.1.8. Hard Surface - Brick, terrazzo, ceramic tile, marble, etc.

7.1.9. Partition – A barrier between restroom stalls and walls or dividers within a facility which do not touch the ceiling.

7.1.10. Sanitize – To bring to a state of cleanliness.

7.1.11. Scrub – Vigorous cleaning performed by a machine or by hand with a scrub brush. Scrubbing is satisfactorily performed when all surfaces are without embedded dirt, cleaning solution, film, debris, stains and marks, or standing water, and floor has a uniformly clean appearance. For floor care, the scrubbing method used must be sufficient to clean all grout and/or uneven floor surfaces.

7.1.12. Wet and Dry Spills – Must be cleaned, sanitized, and dried immediately. Wet floor signage shall be placed around the area while cleaning is in progress.

7.1.13. Spot Clean – Cleaning areas that contain dirty spots, fingerprints, stains, smudges, etc., with an approved “green” cleaner without causing discoloration, staining, or damage.

7.1.14. Spray Buff – A method of touching up areas of flooring where the finish has worn. Using a floor polishing machine, synthetic fiber pad and spray equipment, worn areas are sprayed with a fine mist of 50% water and 50% floor finish and immediately buffed.

Agreement with Impec Group, LLC/Exhibit A1-Scope of Services Page 7 Rev. 07-01-18

7.1.15. Wet Mop – Same as “damp mop” except that the mop is soaked with water to remove gum, tar, and similar substance on a floor or similar surface.

7.1.16. Wipe – Using a damp cloth, wipe designated surface to remove all dirt, dust, lint, spots, smudges, etc.

7.1.17. Vacuum – Completely removing lint, dust, loose soil, and debris from a surface using an industrial vacuum cleaner.

7.2. Surface Cleaning Standards – Contractor shall clean City Facilities in accordance with the following cleaning standards.

7.2.1. Dusting: A properly dusted surface is free of all dirt and dust, streaks, lint, and cobwebs. Dusting shall be accomplished with properly treated cloths and apparatuses. All surfaces shall be dusted. All sensitive and electronic surfaces shall be avoided. No personal or individual office equipment or supplies will be moved or disturbed.

7.2.2. Plumbing Fixtures and Dispenser Cleaning: Plumbing fixtures (i.e. toilets, sink basins, urinals, faucets, etc.) and dispensers are clean when free of all deposits and stains so that the item is left without dust, streaks, film, odor, or stains and has a bright and uniform appearance. Care shall be taken to ensure that cleaning chemicals do not harm, dull, or mar chrome finishes and do not scratch porcelain fixtures and do not harm or stain finishes of walls or stalls.

7.2.3. Porcelain Cleaning: All stains from porcelain fixtures shall be cleaned with a pumice stone or white/green scouring pads.

7.2.4. Metal Cleaning: All cleaned metal surfaces are with without deposits or tarnish and with a uniformly bright appearance, free from spots, fingerprints, smudges, and streaks. All auto tracks, thresholds, jabs shall be cleaned. Oil may never be used on stainless steel to clean.

7.2.5. Glass Cleaning: Glass is clean when all glass surfaces are without streaks, film, deposits, and stains, and have a uniformly bright appearance and adjacent surface including mullions and
windowsills have been wiped clean. Dark or tinted glass is to be included in cleaning services.

7.2.6. Spot Cleaning Fabrics: All stains, gum, food debris, sticky substances, vomit, trash, biohazards spills, and other substances shall be removed from the fabric on chairs, benches, and other surfaces as necessary, using proper cleaning products that do harm the fabric fibers and ensure complete spot removal and cleaning of cushions, underneath, in-between.

7.2.7. Drinking Fountains, Checkpoint Liquid Drain Stations, and Hydration Stations/Surfaces: Drinking fountains and bottle filling Agreement with Impec Group, LLC/Exhibit A1-Scope of Services Page 8 Rev. 07-01-18
stations shall be free of streaks, stains, spots, smudges, scale, and other removable soil, and present a uniformly bright appearance.

Clean and disinfect all polished metal surfaces including the orifices and drain. Care shall be taken to prevent overspray or damage to other surrounding finishes or walls. Surrounding walls, floors, and other surfaces shall be kept clean and free of streaks, water spots and stains.

7.2.8. Public and Courtesy Telephones/Surfaces: Public telephones and surrounding areas shall present a clean appearance free of dust, dirt stains, debris, graffiti, andsmudges. Telephones shall be cleaned and sanitized and left with a uniformly bright appearance.

7.3. Floor Care Cleaning Standards: The following standards are not to be construed as complete. Any items not specifically included but found necessary to properly care for all floor surfaces, shall be included as though written into these specifications. Deep cleaning of floors shall be completed once a year.

7.3.1. Flooring shall be maintained in such a manner as to promote longevity and shall be left in a clean, orderly, and safe condition.

7.3.2. All floor cleaning shall include space under and behind all furniture, waste receptacles, machines, etc. Stanchions shall be moved and placed back in the same configuration after work is completed.

Contractor is responsible for moving and replacing all furniture and small items in the areas to be cleaned and for ensuring the items are returned to the original positions after cleaning.

7.3.3. If auto scrubbing is utilized, the method must be sufficient to clean all grout and uneven floor surfaces. Contractor shall incorporate detail mopping of corners, edges, around furniture, plants etc. and removal of any water left behind from the machine.

7.3.4. Concrete Floor Areas: Concrete floor areas are to be swept free of all dirt and dust, litter and debris removed, and spot cleaned as required. Scrub coated concrete floor surfaces as needed to maintain surfaces free of embedded soiling, film, removable stains, gum, marks, and standing water. Trash and, seating and other movable items will be shifted for complete cleaning of floor surface and returned to original positions. Floor shall have a uniformly clean appearance. Dust and clean all ledges, edges and maintain walls, railings, and windows per standards listed herein.

7.3.5. Carpet Floor Surface Standards: Carpets shall be maintained in such a manner as to promote longevity and shall be left in a clean, orderly, and safe condition. Upon completion of routine work, carpet shall be free of debris, soil, and dust and shall present a uniform and bright appearance when dry. Practices shall be implemented to prevent damage to carpet fibers. All carpets are to be maintained Agreement with Impec Group, LLC/Exhibit A1-Scope of Services Page 9 Rev. 07-01-18
utilizing means and methods that are in accordance with manufacturers recommendations. Utilization of cleaning and care methods prohibited by manufacturers is forbidden.

7.3.5.1. Contractor is responsible for the appropriate care and cleaning the interior and exterior walk-off mats. After service, the mats shall be freeof all visible lint, litter, and soil. Soil underneath entrance mats shall be removed,
rubber backing shall be cleaned to prevent mats from
shifting or “walking,” and clean mats returned to their normal location.

7.3.5.2. Contractor is responsible for moving and replacing all furniture, seating, waste receptacles, and non-stationary objects in the areas to be cleaned, to ensure the entire floor surface will be cleaned. Carpet odors are to be
removed, and carpet is to be left smelling fresh and clean.

All carpet coverings in public traffic areas shall be dry by 4:00 a.m. Interim cleaning shall be performed as
necessary to provide for carpets free of spots and
accumulated dirt and grime.

7.3.5.3. Chairs, trash and recycling receptacles, tables, benches, and any other non-fixed items shall be tipped or moved
where necessary to allow for cleaning of the whole
surface and shall then be placed back into their original positions after the carpets are adequately dry.

7.3.6. Hard Floor Surface Standards: Hard floors shall be maintained in such a manner as to promote longevity and shall be left in a clean, orderly, and safecondition. The result of all hard floor cleaning procedures is to leave all surfaces free of dust, dirt soil, gum, cleaning agents, and all removable stains. Care shall be taken to avoid damaging any hard floor surface irrespective of the cleaning technique employed.

7.3.6.1. Hard floor surfaces which have been swept, mopped, or cleaned with an auto scrubber shall present a uniformly clean appearance with no evidence of surface spoilage or spotting.

7.3.6.2. Floors shall be dry prior to any metal objects being placed back on the floor so as not to allow any rust to form on the floor. All cleaning solutions shall be removed from
baseboards, furniture, trash receptacles, chairs, and other similar items.

7.3.6.3. Contractor is responsible for moving and replacing all furniture and small items in the area to be cleaned.

7.3.6.4. All finished floor areas will be polished with non-skid Agreement with Impec Group, LLC/Exhibit A1-Scope of Services Page 10 Rev. 07-01-18
products to a high sheen with an acceptable floor buffer or burnisher as needed to sufficiently maintain maximum
gloss on flooring that does not have an intended matte
finish. All residual dust from this process will be removed from the floor, edges, and baseboards, and surrounding
surfaces will be buffed.

7.3.7. Annual Floor Cleaning Services:

7.3.7.1. Work shall be scheduled in such a way that it does not disrupt the functions and normal day-to-day operations of City facilities

7.3.7.2. The City’s Facilities Department staff will assist in moving furniture for annual floor cleaning.

7.3.7.3. Chairs, trash and recycling receptacles, tables, benches, and any other non-fixed items shall be tipped or moved
where necessary to allow for cleaning of the whole
surface and shall then be placed back into their original positions after floor are adequately dry.

7.3.7.4. Carpet: Shampooing/Deep cleaning of carpets shall be performed to remove embedded dirt and grime, to lift
carpet pile, and to return carpets to a clean, bright, and uniform appearance. Ensure proper drying of carpets.

7.3.7.5. Hard Floor: Stripping and waxing of hard floors shall be performed to provide a clean, sanitary hard surface
removed of all dirt, grime, and stains. All finished floor areas shall be polished with non-skid products to a high sheen with an acceptable floor buffer or burnisher as
needed to sufficiently maintain maximum gloss on flooring that does not have an intended matte finish.

8. AS-NEEDED SUPPLEMENTAL SERVICES:

8.1. The City may require Contractor to perform additional janitorial services on an as- needed basis. Supplemental services shall not be utilized for any core services that were unsatisfactorily performed, which Contractor shall address at no additional cost.

8.2. As-needed supplemental services shall include City events as requested by the City.

8.3. Contractor shall not begin any requested as-needed supplemental service until Contractor has received approval from the City Site Contact.

8.4. Labor rates for supplemental services shall be fully burdened inclusive of labor, equipment, and profit margin. There shall be no additional “mark-up” on labor costs. If some or all of the supplemental services are subcontracted Agreement with Impec Group, LLC/Exhibit A1-Scope of Services Page 11 Rev. 07-01-18
to a subcontractor pre-approved by the City, billing for the supplemental services shall be submitted to the City by the Contractor.

8.5. Consumables (if applicable) shall be provided by the Contractor at cost.

8.6. Contractor shall invoice separately for all supplemental work and provide back-up for the labor hours and consumables used.

8.7. Contractor shall furnish the City’s Site Contact with completed supplemental work reports no later than seven calendar days following completion of the supplemental work.

8.8. The City Site Contact shall compare Contractor’s invoices and completed supplemental work reports and, if necessary, make adjustments. When agreed upon by both the City’s Site Contact and Contractor, this shall be the basis of payment for the supplemental work performed.

9. TRANSITION PLAN

9.1. Contractor shall provide a thorough transition plan for systematically phasing in equipment and services with minimal service disruptions. The implementation control schedule must detail the process, dates, and locations to complete implementation by July 1, 2023. During transition Contractor shall keep the City’s Facilities Manager aware of the status of the transition.

9.2. The implementation process shall be coordinated and executed in adherence to City approval of the implementation control schedule.

Implementation project elements shall include, but not be limited to; determine service requirements, forecast/order/ship supplies and equipment, supply control documents and identify open issues.

9.3. Contractor shall cooperate fully with the City in the transition of management, maintenance, and operational services from the prior contractor, if different.

9.4. The City’s Worker Retention Ordinance applies to this contract. The ordinance can be found at: https://www.santaclaraca.gov/ourcity/government/governance/city-initiatives/worker-retention.

10. AGREEMENT PHASE OUT

10.1. Beginning on or about 90 calendar days prior to the Agreement expiration/termination, City will audit the level of maintenance and service performed.

10.2. Upon expiration/termination of the Agreement or discontinuance of employment of any of Contractor’s employee’s working on the Agreement, all keys (clearly marked bysite), security badging, and all other City-issued Agreement with Impec Group, LLC/Exhibit A1-Scope of Services Page 12 Rev. 07-01-18
equipment, office space, vehicles, computers, radios, etc. shall be surrendered to the City.

11. CONTRACT PERFORMANCE

11.1. Performance Standards: Where a performance standard has been specified, that standard shall apply. Where none has been specified, the services shall be performed to a commercially reasonable standard as determined by the City.

11.2. Service Deficiencies: Contractor shall be notified by phone or email when work has not been completed as per the scope defined herein and in other related exhibits. If Contractor has not responded to make required corrections within twenty-four (24) hours after notification, the City’s Representative shall have the authority to perform the work necessary to bring the facility to a proper condition and the Contractor will be charged for the cost of the services.

12. SPECIFIC SERVICE REQUIREMENTS FOR SANTA CLARA CONVENTION

CENTER COMPLEX
In addition to the requirements specified in Sections 1- 11 herein, Section 31 of Exhibit A2, Site Service Frequency, Contractor shall adhere to the following requirements specified to the Santa Clara Convention Center Complex District (Convention Center Complex).

12.1. For this site the City has an agreement with a property management company that is responsible for the day to day operations of the exterior of the Convention Center Complex. Services for this site shall be coordinated through the City’s Property Manager contact.

12.2. Contractor’s employees assigned to this site must attend the Contractor’s training program on the District’s facilities, unique features, public relations etiquette, complaint procedures, care and use of uniforms, etc. Contractor’s employees who have not received this training shall not be permitted to work on this site.

12.3. Work Schedule:

12.3.1. Contractor shall maintain a consistent site presence seven (7) days a week, including holidays (except Thanksgiving and Christmas).

12.3.2. Hours may change or additional hours may be added as-needed

12.3.3. High pressure water washing services shall be coordinated between the City’s Property Manager and Contractor (restrictions may apply).

12.3.4. All work shall be performed on the frequencies and service times indicated in Ehibit A2, Site Service Frequency.

Agreement with Impec Group, LLC/Exhibit A1-Scope of Services Page 13 Rev. 07-01-18

12.4. On an as-needed basis, Contractor shall perform high pressure water washing services for granite, concrete, exposed aggregate, bomanite, sidewalk and patio surfaces, interior and exterior trash receptacles, pedestrian bridge and garage structure elevator bays and stairwells.

Hardscape pressure washing requirements are as follows:

12.4.1. Professional 3000-PSI hot water power washing equipment or other equipment approved by City’s property manager shall be used to pressure wash entryways and main walkways.

12.4.2. Hardscape areas shall be cleaned of dirt, stains, gum, oil, tar, and residue.

12.4.3. Accumulated water remaining after the cleaning shall be removed completely so that no puddling exists.

12.4.4. Until dry, the areas, where practical, shall be barricaded or otherwise isolated.

12.4.5. Clean all areas up to the entrance doors of each building. This includes, but not limited to, steps, handicap ramps, side entrances, etc.

12.4.6. Only uncontaminated potable water may flow into surface drains.

No cleaning agents or water contaminated from petroleum waste or any other hazardous waste may be allowed to flow into the surface drains. Contractor shall comply with all National Pollutant Discharge Elimination System requirements and other legal requirements regarding containment of discharge into the storm drain system.

Commercial Best Management Practices for surface cleaning are to be followed and Contractor must be certified by the Bay Area Stormwater Management Agencies Association.

12.4.7. All trash, debris, tar, freestanding oil, grease, liquids, “green waste,” food, cigarette butts, stains, liquids, blood, bird defecation, broken glass, and other materials, substances, and contaminants shall be removed from hardscapes prior to cleaning operations.

12.4.8. At the beginning of cleaning operations, Contractor shall place approved signage and/or barricades at appropriate locations to alert patrons that cleaning is taking place and that the walkways may be slippery. At all times Contractor shall safe guard the public from conditions made unsafe by Contractor’s operations.

12.4.9. During cleaning operations, if Contractor notices a hazardous condition, Contractor shall make the area safe by barricading the area and notify the City’s property manager immediately. It shall be the City’s responsibility to remedy the unsafe condition unless the Contractor created the condition.

12.4.10. The nozzle pressure of equipment shall not be so great as to dislodge tile/paver grout or cause damage to hardscapes.

Agreement with Impec Group, LLC/Exhibit A1-Scope of Services Page 14 Rev. 07-01-18

12.4.11. If the nozzle pressure of equipment used to loosen and clean hardscapes is insufficient to thoroughly wash the surface, scrub brushes and cleaners may be required to remove the materials and produce a thoroughly clean surface.

12.4.12. All cleaned surfaces shall be rinsed and no fine grit or grime shall be allowed to remain.

12.4.13. Glass surfaces, which may get wet as a result of cleaning operations, shall be hand-dried immediately after the conclusion of the operation.

12.4.14. All materials/debris generated by the pressure washing shall be collected and placed in Contractor’s onsite trash container or removed from the site.

Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 1 Rev. 07-01-18
EXHIBIT A2

SITE SERVICE FREQUENCY

1. GENERAL INFORMATION

1.1. Contractor will perform services per the frequency specified within this document. Any changes to frequency of service must be approved by the City representative.

1.2. Unless otherwise noted, Contractor shall perform services five days per week after normal business hours.

1.3. Please see the table below for code descriptions for service frequency:

Code for Service
Frequency
AR As Required
D Daily (per visit)
EOD Every Other Day
M Monthly
Q Quarterly
TM Twice Monthly
TW Twice Weekly
TY Twice Yearly
W Weekly
Y Yearly

1.4. Buildings shall have windows cleaned, floors stripped and waxed, and deep carpet cleaning one (1) time per year unless otherwise noted.

1.5. All buildings shall have the individual trash receptacles located in offices/cubicles emptied one (1) time per week.

2. SITES REQUIRING DAY PORTER AND/OR NIGHT PORTER
The below table identifies the sites and schedule for Day Porter and Night Porter services:

Site Day Porter Night Porter
Central Library
Monday – Saturday: 7:00 a.m.
– 3:30 p.m. (One Day Porter)
Tuesday – Thursday: 3:30 p.m.
– 8:30 p.m. (One Day Porter)
Not Required
Mission
Library
Monday – Friday: 7:00 a.m. –
3:30 p.m. (Note that Mission
Library is closed on Fridays so
Not Required
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 2 Rev. 07-01-18
Site Day Porter Night Porter
the Day Porter for this site
would report to the Central
Library on Fridays)
Northside
Library
Tuesday – Thursday: 9:00 a.m.
– 5:30 p.m.

Friday & Saturday: 7:00 a.m. –
3:30 p.m.

Not Required
Police
Administration
Building
- M - F: 8:00 a.m. - 4:30 p.m.
- M - F: 6:00 p.m. - 2:30 a.m.
- Saturday: 2:00 p.m. - 5:00 p.m.
- Sunday: 2:00 p.m. - 5:00 p.m.

City Hall &
Corporation
Yard Electric
- M - F: 8:00 a.m. – 5:00 p.m.
(1 Day Porter to handle both
sites)
Not Required
Santa Clara
Convention
Center
Complex
Monday (2 Day Porters):

Shift: 7:30 a.m. – 4:00 p.m.

Shift: 7:00 a.m. – 3:30 p.m.

Tuesday (1 Day Porter):

Shift: 7:00 a.m. – 3:30 p.m.

Wednesday (2 Day Porters):

Shift: 7:30 a.m. – 4:00 p.m.

Shift: 7:00 a.m. – 3:30 p.m.

Thursday (2 Day Porters):

Shift: 7:00 a.m. – 3:30 p.m.

Shift: 12:00 p.m. – 4:00 p.m.

Friday (2 Day Porters):

Shift: 7:30 a.m. – 4:00 p.m.

Shift: 7:00 a.m. – 3:30 p.m.

Shift: 12:00 p.m. – 4:00 p.m.

Saturday (2 Day Porters):

Shift: 7:30 a.m. – 4:00 p.m.

Shift: 8:00 a.m. – 12:00 p.m.

Sunday (2 Day Porters):

Shift: 7:30 a.m. – 4:00 p.m.

Shift: 8:00 a.m. – 12:00 p.m.
**Total of 96 Hours
Not Required
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 3 Rev. 07-01-18

3. SERVICE FREQUENCY FOR CITY HALL EAST AND WEST WINGS

CITY HALL - EAST AND WEST WINGS
Day Porter (See Section 2 Above for hours) and
(Service after 5:00 p.m.) (Five days per week, M-F)
General Cleaning Duties Frequency
Code
Clean and sanitize drinking fountains D
Dust mop floors and stairwells TW
Dust and clean doors, doorframes, and hardware W
Empty trash receptacles (common areas) D
Spot damp mop floors D
Sweep and clean entrance areas D
Vacuum carpets TW
Wet mop floors W
Rest Rooms Frequency
Code
Clean mirrors and bright work D
Clean and sanitize sinks, toilets, and urinals D
Empty sanitary napkin receptacles D
Empty trash receptacles D
Fill sanitary napkin dispensers D
Fill all paper dispensers D
Sanitize and damp mop floors D
Spot clean walls and partitions as required D
Clean walls and partitions M
Floors
Frequency
Code
Tile Floors: Buff and spot wax 50% of total area to maintain appearance
M
Tile Floors: Strip and wax Y
Carpet cleaning Y
Cafeteria Frequency
Code
Wet mop tile floors D
Clean tabletops and chairs D
Return tables and chairs to proper position D
Dust vending machines W
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 4 Rev. 07-01-18

CITY HALL - EAST AND WEST WINGS
Day Porter (See Section 2 Above for hours) and
(Service after 5:00 p.m.) (Five days per week, M-F)
Miscellaneous Items Frequency
Code

OPEN DOORS FOR AFTER HOURS MEETINGS AR
LOCK ALL EXTERIOR DOORS PROMPTLY AT 5 PM D
Return lobby furniture and equipment to proper arrangement D Spot clean fire hose cabinets D
Maintain janitorial closets in a clean and orderly condition D Maintain area around the dumpster in a clean condition D Clean all windows - inside and out Y
Council Chambers Frequency
Code
All General Cleaning Duties as noted above.

Clean and dust desks, cabinets, floors, and furniture TW Open doors before meetings and secure them after meetings (Not responsible for securing doors for meetings beyond midnight and doors are not to be secured while a meeting is in progress) D
Return all chairs to proper arrangement D
Conference Rooms Frequency
Code
All General Cleaning Duties as noted above.

Clean and dust desks, cabinets, floors, and furniture TW Clean chalk/white boards and trays TW
Return all chairs to proper arrangement D

4. SERVICE FREQUENCY FOR BERMAN BUILDING AND COURT HOUSE

BUILDING

BERMAN BUILDING AND COURTHOUSE BUILDING
(Service after 5:00 p.m.) (Five days per week, M-F)
General Cleaning Duties Frequency
Code
Clean and sanitize drinking fountains D
Dust mop floors and stairwells TW
Dust and clean doors, door frames, and hardware W
Empty trash receptacles (common areas) D
Spot damp mop floors D
Sweep and clean entrance areas D
Vacuum carpets TW
Wet mop floors W
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 5 Rev. 07-01-18

BERMAN BUILDING AND COURTHOUSE BUILDING
(Service after 5:00 p.m.) (Five days per week, M-F)
Rest Rooms Frequency
Code
Clean mirrors and bright work D
Clean and sanitize sinks, toilets, and urinals D
Empty sanitary napkin receptacles D
Empty trash receptacles D
Fill sanitary napkin dispensers D
Fill all paper dispensers D
Sanitize and damp mop floors D
Spot clean walls and partitions as required D
Clean walls and partitions M
Conference Rooms Frequency
Code
All General Cleaning Duties as noted above.

Clean and dust desks, cabinets, floors, and furniture TW Clean chalk/white boards and trays TW
Return all chairs to proper arrangement D
Empty Trash Receptacles D
Floors Frequency
Code
Tile Floors: Buff and spot wax 50% of total area to maintain appearance
M
Tile Floors: Strip and wax Y
Carpet cleaning Y
Miscellaneous Items Frequency
Code
Return lobby furniture and equipment to proper arrangement D Spot clean fire hose cabinets D
Maintain janitorial closets in a clean and orderly condition D Maintain area around the dumpster in a clean condition D Clean all windows - inside and out Y

5. SERVICE FREQUENCY FOR TRITON MUSEUM

TRITON MUSEUM
(Service after 5:00 p.m.) (Five days per week, M-F)
General Cleaning Duties
Frequency
Code
Clean and sanitize drinking fountains D
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 6 Rev. 07-01-18

TRITON MUSEUM
(Service after 5:00 p.m.) (Five days per week, M-F)
Dust mop floors and stairwells D
Dust and clean doors, door frames, and hardware. W
Empty trash receptacles (common areas) D
Spot damp mop floors D
Sweep and clean entrance areas D
Vacuum carpeted TW
Wet mop floors W
Rest Rooms Frequency
Code
Clean mirrors and bright work D
Clean and sanitize sinks, toilets, and urinals D
Empty sanitary napkin receptacles D
Empty trash receptacles D
Fill sanitary napkin dispensers D
Fill all paper dispensers D
Sanitize and damp mop floors D
Spot clean walls and partitions as required D
Clean walls and partitions M
Tile Floors Frequency
Code
Buff and spot wax 50% of total area to maintain appearance M Strip and wax Y
Miscellaneous Items Frequency
Code
Spot clean fire hose cabinets D
Maintain janitorial closets in a clean and orderly condition D Maintain area around the dumpster in a clean condition D Clean all windows - inside and out Y
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 7 Rev. 07-01-18

6. SERVICE FREQUENCY FOR HEADEN INMAN HOUSE, JAMISON-BROWN

HOUSE, AND PAVILIONS

HEADEN INMAN HOUSE, JAMISON-BROWN HOUSE, AND PAVILIONS
(On the grounds of the Triton Museum)
(Service after 5:00 p.m.)
(Service frequency listed below per site)

HEADEN INMAN HOUSE - TUESDAY OF EACH WEEK

JAMISON-BROWN HOUSE-TWICE MONTHLY
PAVILIONS -FRIDAY OF EACH WEEK (Two restrooms, HI and Pavilions) General Cleaning Duties Frequency Code
Clean and sanitize drinking fountains. W
Dust mop floors and stairwells W
Dust and clean doors, door frames, and hardware. W
Empty trash receptacles (common areas) W
Spot damp mop floors W
Sweep and clean entrance areas. W
Vacuum carpets TM
Wet mop floors (special care on hardwood at Jamison-Brown) W Clean kitchen area (Jamison-Brown) TM
Rest Rooms Frequency Code
Clean mirrors and bright work W
Clean and sanitize sinks, toilets, and urinals W
Empty sanitary napkin receptacles W
Empty trash receptacles W
Fill all paper dispensers D
Sanitize and damp mop floors D
Spot clean walls and partitions as required D
Clean walls and partitions D
Clean shower (Jamison Brown) D
Miscellaneous Items Frequency Code
Spot clean fire hose cabinets W
Maintain janitorial closets in a clean and orderly condition W Maintain area around the dumpster in a clean condition. W Clean all windows - inside and out Y
Follow alarm system procedure to secure the building D
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 8 Rev. 07-01-18

7. SERVICE FREQUENCY FOR CENTRAL LIBRARY

CENTRAL LIBRARY
(See Section 2 above for shift hours.)
General Cleaning Duties Frequency
Code
Clean and sanitize drinking fountains D
Dust mop slate and all resilient floors and stairwells D Dust and clean doors, door frames, and hardware W
Empty trash receptacles/replace liners (common areas-including 2nd floor patio) D
Spot damp mop floors D
Sweep and clean entrance areas D
Vacuum carpets including elevators EOD
Spot treat carpet to remove stains, gum, etc. W
Dust windowsills/window coverings/furniture tops W
Wipe down fireplace enclosure D
Wipe down stairwell handrails/elevator walls/check out machines/ coffee/kitchenette counters and sinks/queuing device D
Dust bookshelves (rotate weekly dusting of all books) W Vacuum chairs/cushions and spot clean furniture EOD
Clean interior glass on both sets of entry doors D
Clean elevator doors/wall of fingerprints both inside and out EOD Spot clean all vertical services EOD
Vacuum air grills and vents M
Sanitize transaction top at Circulation Desk D
Slate Floors and Carpet Floors Frequency
Code
Clean slate floors per manufacturer's recommendations Y Steam clean carpet areas Y
Rest Rooms Frequency
Code
Clean mirrors and bright work D
Clean and sanitize sinks, toilets, and urinals D
Empty sanitary napkin receptacles/fill and clean receptacles D Empty trash receptacles/replace liners D
Fill all paper dispensers/replenish soap dispensers D
Sanitize and damp mop floors D
Spot clean walls and partitions as required D
Clean walls and partitions D
Clean and disinfect diaper changing area D
Dust light fixtures D
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 9 Rev. 07-01-18

CENTRAL LIBRARY
(See Section 2 above for shift hours.)
Scrub floors using manufacturer's recommendations Q
Floors Frequency
Code
Tile Floors: Buff and spot wax 50% of total area to maintain appearance
M
Tile Floors: Strip and Wax Y
Carpet Cleaning Y
Miscellaneous Items Frequency
Code
Spot clean fire hose cabinets D
Maintain janitorial closets in a clean and orderly condition D Maintain area around the dumpster in a clean condition D Sweep or vacuum stairwells and ramps. EOD
Clean all windows - inside and out Y

8. SERVICE FREQUENCY FOR NORTHSIDE LIBRARY

NORTHSIDE LIBRARY
(See Section 2 above for shift hours.)
General Cleaning Duties
Frequency
Code
Clean and sanitize drinking fountains D
Dust mop slate and all resilient floors and stairwells D Dust and clean doors, door frames, and hardware W
Empty trash receptacles/replace liners (common areas-incl. 2nd fl.

Patio) D
Spot damp mop floors D
Sweep and clean entrance areas D
Vacuum carpets including elevators EOD
Spot treat carpet to remove stains, gum, etc. W
Dust windowsills/window coverings/furniture tops W
Wipe down fireplace enclosure D
Wipe down stairwell handrails/elevator walls/check out
machines/coffee/kitchenette counters and sinks/queuing device D Dust bookshelves (rotate weekly dusting of all books) W Vacuum chairs/cushions and spot clean furniture EOD
Clean interior glass on both sets of entry doors D
Clean elevator doors/wall of fingerprints both inside and out. EOD Spot clean all vertical services EOD
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 10 Rev. 07-01-18

NORTHSIDE LIBRARY
(See Section 2 above for shift hours.)
Vacuum air grills and vents M
Sanitize transaction top at Circulation Desk D
Slate Floors/Carpet
Frequency
Code
Clean slate floors per manufacturer's recommendations Y Steam clean carpet areas Y
Rest Rooms
Frequency
Code
Clean mirrors and bright work D
Clean and sanitize sinks, toilets, and urinals D
Empty sanitary napkin receptacles/fill and clean receptacles D Empty trash receptacles/replace liners D
Fill all paper dispensers/replenish soap dispensers D
Sanitize and damp mop floors D
Spot clean walls and partitions as required D
Clean walls and partitions D
Clean and disinfect diaper changing area D
Dust light fixtures D
Scrub floors using manufacturer's recommendations Q
Tile Floors
Frequency
Code
Tile Floors: Buff and spot wax 50% of total area to maintain appearance M
Tile Floors: Strip and wax Y
Carpet cleaning Y
Miscellaneous Items
Frequency
Code
Spot clean fire hose cabinets D
Maintain janitorial closets in a clean and orderly condition D Maintain area around the dumpster in a clean condition D Sweep or vacuum stairwells and ramps. EOD
Clean all windows - inside and out. Y
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 11 Rev. 07-01-18

9. SERVICE FREQUENCY FOR MISSION LIBRARY

MISSION LIBRARY
(See Section 2 above for shift hours.)
General Cleaning Duties Frequency
Code
Clean and sanitize drinking fountains D
Dust mop floors and stairwells TW
Dust and clean doors, door frames, and hardware W
Empty trash receptacles (common areas) D
Spot damp mop floors D
Sweep and clean entrance areas D
Vacuum carpets. TW
Wet mop floors W
Rest Rooms Frequency
Code
Clean mirrors and bright work D
Clean and sanitize sinks, toilets, and urinals D
Empty sanitary napkin receptacles D
Empty trash receptacles D
Fill sanitary napkin dispensers D
Fill all paper dispensers D
Sanitize and damp mop floors D
Spot clean walls and partitions as required D
Clean walls and partitions M
Floors Frequency
Code
Tile Floors: Buff and spot wax 50% of total area to maintain appearance
M
Tile Floors: Strip and Wax Y
Carpet Cleaning Y
Miscellaneous Items Frequency
Code
Spot clean fire hose cabinets D
Maintain janitorial closets in a clean and orderly condition D Maintain area around the dumpster in a clean condition D Sweep or vacuum stairwells and ramps. TW
Clean all windows - inside and out Y
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 12 Rev. 07-01-18

10.SERVICE FREQUENCY FOR EMERGENCY OPERATIONS

CENTER/COMMUNICATIONS

EMERGENCY OPERATIONS CENTER/COMMUNICATIONS
(Service after 5:00 p.m.) (One day per week)
General Cleaning Duties Frequency
Code
Clean and sanitize drinking fountains W
Dust mop floors and stairwells W
Dust and clean doors, door frames, and hardware W
Empty trash receptacles (common areas) W
Spot damp mop floor W
Sweep and clean entrance areas W
Vacuum carpets W
Wet mop floors W
Rest Rooms Frequency
Code
Clean mirrors and bright work. W
Clean and sanitize sinks, toilets, and urinals W
Empty sanitary napkin receptacles W
Empty trash receptacles W
Fill sanitary napkin dispensers W
Fill all paper dispensers W
Sanitize and damp mop floors W
Spot clean walls and partitions as required W
Clean walls and partitions. W
Floors Frequency
Code
Tile Floors: Buff and spot wax 50% of total area to maintain appearance
M
Tile Floors: Strip and Wax Y
Carpet Cleaning Y
Miscellaneous Items Frequency
Code
Spot clean fire hose cabinets W
Maintain janitorial closets in a clean and orderly condition W Maintain area around the dumpster in a clean condition W Sweep or vacuum stairwells and ramps W
Clean all windows - inside and out Y
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 13 Rev. 07-01-18

11.SERVICE FREQUENCY FOR COMMUNICATIONS SHOP

COMMUNICATIONS SHOP
(Service after 5:00 p.m.) (Five days per week, M-F)
General Cleaning Duties Frequency
Code
Clean and sanitize drinking fountains D
Dust mop floors and stairwells TW
Dust and clean doors, door frames, and hardware W
Empty trash receptacles (common areas) D
Spot damp mop floors D
Sweep and clean entrance areas D
Vacuum carpets TW
Wet mop floors W
Rest Rooms Frequency
Code
Clean mirrors and bright work D
Clean and sanitize sinks, toilets, and urinals D
Empty sanitary napkin receptacles D
Empty trash receptacles D
Fill sanitary napkin dispensers D
Fill all paper dispensers D
Sanitize and damp mop floors D
Spot clean walls and partitions as required D
Clean walls and partitions. M
Tile Floors Frequency
Code
Buff and spot wax 50% of total area to maintain appearance M Strip and Wax Y
Miscellaneous Items Frequency
Code
Spot clean fire hose cabinets D
Maintain janitorial closets in a clean and orderly condition D Maintain area around the dumpster in a clean condition D Sweep or vacuum stairwells and ramps. TW
Clean all windows - inside and out Y
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 14 Rev. 07-01-18

12.SERVICE FREQUENCY FOR POLICE ADMINISTRATION BUILDING

POLICE ADMINISTRATION BUILDING
(7 Days Per Week. See Section 2 above for shift hours.) Entrances, Lobbies and Reception Areas Frequency
Code
Empty trash receptacles (common areas) D
Remove trash or debris from outside area adjacent to entrance D Remove cigarette butts and smooth sand in ash trays D
Dust mop and wet mop tiled areas inside and outside of lobby EOD Vacuum carpet areas and mats; remove gum and soil spots. TW Disinfect drinking fountains D
Clean entrance door glass D
Clean surface of counter tops D
Reset furniture to proper position D
Clean glass partitions, display cases, and interior door glass M Spot clean walls W
Dust Furniture, fire closets, and extinguishers W
Entrances, Lobbies and Reception Areas (continued) Frequency Code
Restore high luster finish on non-carpeted floors M
High dust vents, lights, pipes, venetian blinds, connecting and horizontal wall surfaces M
Deep clean carpet using truck-mounted water injection method Y Corridors Frequency
Code
Remove trash D
Dust mop and wet mop hard surface areas EOD
Remove soil spots, heel marks, gum or food from floor surface D Disinfect drinking fountains D
Clean surface of counter tops opening into corridors D
Reset furniture to proper position D
Clear glass partitions, display cases, door hardware and door glass M
Spot clean walls W
Dust furniture, pictures, and extinguishers W
Restore high luster finish on non-carpeted floors M
High dust vents, lights, pipes, window covering, and connecting and horizontal wall surfaces M
Restrooms and Locker Rooms Frequency
Code
(Public Rest Rooms)
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 15 Rev. 07-01-18

POLICE ADMINISTRATION BUILDING
(7 Days Per Week. See Section 2 above for shift hours.) Check cleanliness, confirm adequate supplies. Sign confirmation log 4 HR
Empty waste receptacles and change liners D
Restock dispensers: Soap, paper towel, toilet tissue and sanitary napkins D
Clean mirrors: clean and disinfect urinals and stools; clean basins.

Polish stainless steel and chrome surfaces D
Spot clean walls, lockers, benches and partitions D
Dust mop and wet mop floors with disinfectant solution D Damp clean and polish partitions thoroughly W
Remove graffiti W
Pour at least one gallon of water down floor drains W
Dust wall and ceiling vents W
Clean doors and wall tile W
De-scale fixtures M
Scrub floor with floor scrubber M
Clean windows and window ledges M
Shower Rooms Frequency
Code
Remove foreign matter and soap D
Clean and disinfect floors D
Flush floor with clear water and squeegee dry D
Disinfect shower walls D
Clean beneath shower mats D
Clean and disinfect mats D
Clean handles, shower heads and other fixture hardware. TW Scrub and disinfect shower room walls. Remove scum from walls TW Clean all other room surfaces M
Offices Frequency
Code
Dust desk lamps, bookshelves, and furniture tops that are clear D Clean doors, door glass, door hardware, and telephones D Dust mop and wet mop tiled floors D
Vacuum and remove spots from carpeted floors D
Empty common trash receptacles D
High dust coat racks, clocks, window ledges, pipes, vents, hard window coverings, vertical and horizontal wall surfaces M Restore high luster finish on non-carpeted floors M
Remove spots from walls, workstation partitions, fabric chairs and sofas M
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 16 Rev. 07-01-18

POLICE ADMINISTRATION BUILDING
(7 Days Per Week. See Section 2 above for shift hours.) Conference Rooms Frequency
Code
Empty waste receptacles and replace liners D
Clean chalkboards/whiteboards D
Clean tabletop D
Reset furniture to proper position D
Vacuum traffic patterns on carpeted floors, remove gum and soil spots D
Dust mop and wet mop tiled floors D
Clean glass in doors and partitions D
Dust furniture surfaces and damp clean tabletops W
Vacuum carpeted areas thoroughly. W
Clean door surfaces. W
Restore high luster finish on non-carpeted floors W
High dust vents, lights, pips, venetian blinds, and connecting vertical and horizontal wall surfaces M
Deep clean carpet using truck-mounted water injection method Y Stairways Frequency
Code
Dust mop and wet mop steps D
Dust handrails and windows ledges. W
Clean risers and ledges W
High dust vents, lights, pips, venetian blinds, and connecting vertical and horizontal wall surfaces M
Elevators Frequency
Code
Sweep and wet mop tiled floors D
Vacuum carpeted floors; remove gum and soil spots D
Polish stainless steel and spot clean walls and doors D Restore high luster finish on non-carpeted floors M
Vacuum door tracks and clean vents M
Damp clean walls and doors thoroughly M
Clean light fixtures and ceiling panels. M
Laboratories Frequency
Code
Note: Waste receptacles containing hazardous items mixed with paper trash are not to be emptied.

Empty waste receptacles and replace liners D
Clean chalk boards/white boards and trays D
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 17 Rev. 07-01-18

POLICE ADMINISTRATION BUILDING
(7 Days Per Week. See Section 2 above for shift hours.) Rearrange chalk/markers and erasers D
Dust mop and wet mop floors with disinfectant solution. TW Clean doors, glasses, and mirrors W
Restore high luster finish on non-carpeted floors M
Dust vertical surfaces and vents M
Computer Rooms and Copy Rooms Frequency
Code
Empty waste receptacles and replaces liners D
Dust mop and wet mop tiled floors D
Vacuum carpeted floors, remove gum and soil spots D
Dust all horizontal furniture W
Thoroughly vacuum vents, partitions, and under and around computers W
Clean all door surfaces W
High dust clocks, window ledges, pipes, venetian blinds, connecting vertical and horizontal wall surfaces M
Restore high luster finish on non-carpeted floors M
Lunchrooms and Break Rooms Frequency
Code
Clean tabletops with disinfectant D
Empty waste receptacles and replace liners D
Dust mop and wet mop tiled areas D
Vacuum carpeted areas and mats, remove gum and soil spots D Disinfect drinking fountains D
Reset furniture to proper position D
Clean glass partitions, display cases, and interior door glass W Spot clean walls W
Dust furniture, fire closets and extinguishers W
Restore high luster finish on non-carpeted floors W
High dust vents, lights, pipes, venetian blinds, and connecting vertical and horizontal wall surfaces TM
Thoroughly clean furniture M
Shop Areas and Storage Areas Frequency
Code
Empty waste receptacles and replace liners D
Dust mop or sweep floors D
Spot mop floors D
Dust sills and ledges; spot clean walls M
Mop floors with detergent. M
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 18 Rev. 07-01-18

POLICE ADMINISTRATION BUILDING
(7 Days Per Week. See Section 2 above for shift hours.) Kennel Area Frequency
Code
Machine scrub with disinfectant D
Clean offices to contract standards D
Clean stainless steel W
Jail (Detention Area) Frequency
Code
Wet mop floors with disinfectant. (Germicidal, bactericidal) D Spot clean walls and benches D
Pour at least one gallon of water down floor drains D
Clean mirrors; clean and disinfect urinals and stools; clean basins D Polish stainless steel and/or chrome surfaces D
Clean walls, benches and cell bars with disinfectant. W Machine scrub floors with disinfectant. W
Jail (Non-Detention Area) Frequency
Code
Empty waste receptacles and replaces liners D
Dust mop and wet mop tiled floors D
Vacuum carpeted floors, remove gum and soil spots D
Spot clean walls and counter tops D
Thoroughly vacuum vents, partitions, and under and around computers W
Clean door surfaces. W
High dust clocks, window ledges, pipes, connecting vertical and horizontal wall surfaces M
Restore high luster finish on non-carpeted floors M
Windows Frequency
Code
Clean all windows, inside and out Y
Hard Surface Floors Frequency
Code
Hard Surface Floors: Strip and Wax Y
Carpet Cleaning Y
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 19 Rev. 07-01-18

13.SERVICE FREQUENCY FOR PISTOL RANGE

PISTOL RANGE
2 DAYS PER WEEK SERVICE
(Service after 5:00 p.m.)
General Cleaning Duties Frequency
Code
Clean and sanitize drinking fountains TW
Dust mop floors and stairwells W
Dust and clean doors, door frames, and hardware W
Empty common trash receptacles TW
Spot damp mop floors. TW
Sweep and clean entrance areas. TW
Vacuum carpets W
Wet mop floors W
Rest Rooms Frequency
Code
Clean mirrors and bright work TW
Clean and sanitize sinks, toilets, and urinals TW
Empty sanitary napkin receptacles TW
Empty trash receptacles TW
Fill sanitary napkin dispensers TW
Fill all paper dispensers TW
Sanitize and damp mop floors TW
Spot clean walls and partitions as required TW
Clean walls and partitions M
Tile Floors Frequency
Code
Buff and spot wax 50% of total area to maintain appearance M Strip and Wax Y
Miscellaneous Items Frequency
Code
Spot clean fire hose cabinets. TW
Maintain janitorial closets in a clean and orderly condition TW Maintain area around the dumpster in a clean condition TW Sweep or vacuum stairwells and ramps W
Clean all windows - inside and out Y
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 20 Rev. 07-01-18

14.SERVICE FREQUENCY FOR RIVERMARK POLICE SUBSTATION

RIVERMARK POLICE SUBSTATION
(Service after 5:00 p.m.) (Five days per week, M-F)
General Cleaning Duties Frequency
Code
Clean and Sanitize Drinking Fountains D
Dust mop floors and stairwells TW
Dust and clean doors, door frames, and hardware W
Empty common trash receptacles D
Spot damp mop floors D
Sweep and clean entrance areas D
Vacuum any carpeting W
Wet mop floors W
Clean entrance door glass inside and outside W
Rest Rooms Frequency
Code
Clean mirrors and bright work D
Clean and sanitize sinks, toilets and urinals D
Empty sanitary napkin receptacles D
Empty trash receptacles D
Fill sanitary napkin dispensers D
Fill all paper dispensers D
Sanitize and damp mop floors D
Spot clean walls and partitions as required D
Clean walls and partitions W
Shower Rooms Frequency
Code
Remove foreign matter and soap TW
Clean and disinfect floors TW
Flush floor with clear water and squeegee dry TW
Disinfect shower walls. TW
Clean beneath shower mats. TW
Clean and disinfect mats. TW
Clean handles, shower heads and other fixture hardware TW Scrub and disinfect shower room walls/remove wall scum TW Clean all other surfaces M
Tile Floors Frequency
Code
Buff and spot wax 50% of area to maintain appearance M
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 21 Rev. 07-01-18

RIVERMARK POLICE SUBSTATION
(Service after 5:00 p.m.) (Five days per week, M-F)
Strip and wax Y
Miscellaneous Frequency
Code
Spot clean fire hose cabinet D
Maintain janitorial closet in clean and orderly condition D Maintain area around dumpster in a clean condition D
Sweep and vacuum any stairwells and/or ramps TW
Clean all windows inside and out Y

15.SERVICE FREQUENCY FOR STREETS DEPARTMENT TREE/SOLID WASTE

OFFICES

STREETS DEPARTMENT TREE/SOLID WASTE OFFICES
(Service after 5:00 p.m.) (Five days per week, M-F)
General Cleaning Duties Frequency
Code
Spot damp mop floors D
Sweep/clean entrance areas D
Wet mop floors W
Remove gum and soil spots on mats D
Clean interior and exterior door glass D
Reset furniture if moved D
Clean surface of counter tops D
Restore high luster finish on non-carpeted floors M
Clean all floor, wall, and ceiling vents M
Empty common waste receptacles and replace liners D
Dust mop and spot wet mop tile floors TW
Clean all windows - inside and out. Y
Floors Frequency
Code
Buff and spot wax 50% of total area to maintain appearance M Strip and Wax, Carpet Cleaning Y
Carpet Cleaning Y
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 22 Rev. 07-01-18

16.SERVICE FREQUENCY FOR TRAFFIC SIGN SHOP

TRAFFIC SIGN SHOP
(One day/week cleaning after 5:00 p.m.)
General Cleaning Duties Frequency
Code
Clean and sanitize drinking fountains W
Dust mop floors and stairwells W
Dust and clean doors, door frames, and hardware TM
Spot damp mop floors W
Sweep and clean entrances W
Vacuum carpets TM
Remove cigarette butts and smooth sand in ashtrays W
Remove gum and soil spots on carpets and mats W
Clean interior and exterior glass on entrance doors W
Reset any furniture after cleaning W
Clean surface of countertops W
Empty common waste receptacles and replace liners W
Dust mop and spot wet mop tile floors W
Clean all floor, wall and ceiling vents M
Wet mop concrete floors W
Shop and Storage Areas Frequency
Code
Clean and sanitize sink W
Rest Rooms Frequency
Code
Clean mirrors and bright work W
Clean and sanitize sinks, toilets, and urinals W
Empty trash receptacles and change liners W
Fill all paper dispensers W
Sanitize and damp mop floors W
Spot clean walls and partitions as required W
Clean all windows - inside and out. Y
Fill all soap dispensers W
Polish stainless steel and chrome surfaces W
Pour at least one gallon of water down floor drains W
Clean walls and partition M
Descale fixtures AR
Scrub floor with floor scrubber AR
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 23 Rev. 07-01-18

TRAFFIC SIGN SHOP
(One day/week cleaning after 5:00 p.m.)
Tile Floors Frequency
Code
Buff and spot wax 50% of area to maintain appearance W
Wet mop floor. W
Strip and wax Y
Break Room Frequency
Code
Clean and sanitize tabletops W
Empty waste receptacles and replace liners W
Disinfect drinking fountains W
Corridors and Stairwell Frequency
Code
Remove trash W
Dust mop and spot wet mop hard surface areas W
Remove soil spots, heel marks, gum and/or food from floor surface W

17.SERVICE FREQUENCY FOR AUTOMOTIVE SERVICES OFFICES AND STREET

DEPARTMENT YARD OFFICES

AUTOMOTIVE SERVICES OFFICES AND STREET DEPARTMENT YARD

OFFICES
(Service after 5:00 p.m.) (Five days per week, M-F)
General Cleaning Duties Frequency
Code
Clean and sanitize drinking fountains D
Dust mop floors and stairwells TW
Dust and clean doors, door frames, and hardware. W
Empty trash receptacles (common areas) D
Spot damp mop floors D
Sweep and clean entrance areas D
Vacuum carpets. TW
Wet mop floors W
Rest Rooms Frequency
Code
Clean mirrors and bright work D
Clean and sanitize sinks, toilets, and urinals D
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 24 Rev. 07-01-18

AUTOMOTIVE SERVICES OFFICES AND STREET DEPARTMENT YARD

OFFICES
(Service after 5:00 p.m.) (Five days per week, M-F)
Empty sanitary napkin receptacles D
Empty trash receptacles D
Fill sanitary napkin dispensers D
Fill all paper dispensers D
Sanitize and damp mop floors D
Spot clean walls and partitions as required D
Clean walls, partitions, and lockers in locker room M
Floors Frequency
Code
Tile Floors: Buff and spot wax 50% of total area to maintain appearance
M
Tile Floors: Strip and Wax Y
Carpet Cleaning Y
Shower Rooms Frequency
Code
Remove foreign matter and soap TW
Clean and disinfect floors TW
Flush floor with clear water and squeegee dry TW
Disinfect shower stalls TW
Clean beneath shower mats. TW
Clean and disinfect mats TW
Clean handles, shower heads and other fixture hardware TW Scrub and disinfect shower room walls/remove wall scum TW Clean all other surfaces. M
Locker Room/Break Room Frequency
Code
Wipe and sanitize tables D
Clean all windows Y
Miscellaneous Items Frequency
Code
Spot clean fire hose cabinets D
Maintain janitorial closets in a clean and orderly condition D Maintain area around the dumpster in a clean condition D Sweep or vacuum stairwells and ramps. TW
Clean all windows - inside and out. Y
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 25 Rev. 07-01-18

18.SERVICE FREQUENCY FOR FIRE HEADQUARTERS AND ANNEX BUILDING - STATION #1
FIRE HEADQUARTERS AND ANNEX BUILDING - STATION #1
(Service after 5:00 p.m.) (Five days per week, M-F)
General Cleaning Duties Frequency
Code
Clean and sanitize drinking fountains D
Dust mop floors and stairwells TW
Dust and clean doors, door frames, and hardware W
Empty trash receptacles (common areas) D
Spot damp mop floors D
Sweep and clean entrance areas D
Vacuum carpets D
Wet mop floors W
Rest Rooms Frequency
Code
Clean mirrors and bright work D
Clean and sanitize sinks, toilets, and urinals D
Empty sanitary napkin receptacles D
Empty trash receptacles D
Fill sanitary napkin dispensers D
Fill all paper dispensers D
Sanitize and damp mop floors D
Spot clean walls and partitions as required D
Clean walls and partitions
Floors Frequency
Code
Tile Floors: Buff and spot wax 50% of total area to maintain appearance
W
Tile Floors: Strip and Wax Y
Carpet Cleaning Y
Shower Rooms Frequency
Code
Remove foreign matter and soap D
Clean and disinfect floors D
Flush floor with clear water and squeegee dry D
Disinfect shower walls D
Clean beneath shower mats D
Clean and disinfect mats D
Clean handles, shower heads and other fixture hardware TW Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 26 Rev. 07-01-18
FIRE HEADQUARTERS AND ANNEX BUILDING - STATION #1
(Service after 5:00 p.m.) (Five days per week, M-F)
Scrub and disinfect shower room walls. Remove wall scum TW Clean all other room surfaces M
Miscellaneous Items Frequency
Code
Spot clean fire hose cabinets D
Maintain janitorial closets in a clean and orderly condition D Maintain area around the dumpster in a clean condition D Sweep or vacuum stairwells and ramps D
Clean all windows - inside and out Y

19.SERVICE FREQUENCY FOR FIRE TRAINING CENTER/OFFICES AT FIRE STATION #2
FIRE TRAINING CENTER/OFFICES AT FIRE STATION #2
(Service after 5:00 p.m.) (Five days per week, M-F)
General Cleaning Duties Frequency Code
Clean and sanitize drinking fountains D
Dust mop floors and stairwells D
Dust and clean doors, door frames, and hardware. W
Empty common trash receptacles D
Spot damp mop floors D
Sweep and clean entrance areas D
Vacuum carpets D
Wet mop floors W
Clean entrance door glass inside and outside W
Restrooms Frequency Code
Clean mirrors and bright work D
Clean and sanitize sinks, toilets, and urinals D
Empty sanitary napkin receptacles D
Empty trash receptacles D
Fill sanitary napkin receptacles D
Fill all paper dispensers D
Sanitize and damp mop floors D
Spot clean walls and partitions as required D
Clean walls and partitions. M
Shower Rooms Frequency Code
Remove foreign matter and soap D
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 27 Rev. 07-01-18
FIRE TRAINING CENTER/OFFICES AT FIRE STATION #2
(Service after 5:00 p.m.) (Five days per week, M-F)
Clean and disinfect floors D
Flush floor with clear water and squeegee dry D
Disinfect shower walls D
Clean beneath shower mats D
Clean and disinfect mats D
Clean handles, shower heads, and other fixture hardware TW Scrub and disinfect shower room walls/remove wall scum. TW Clean all other room surfaces M
Elevators Frequency Code
Sweep and wet mop tiled floors D
Vacuum carpeted floors; remove gum and soil spots D
Polish stainless steel and spot clean walls and doors D Restore high luster finish on non-carpeted floors M
Vacuum door tracks and clean vents M
Damp clean walls and doors M
Clean light fixtures and ceiling panels M
Miscellaneous Items Frequency Code
Spot clean fire hose cabinets D
Maintain janitorial closets in a neat and orderly condition D Maintain area around dumpster in an clean condition D
Sweep or vacuum stairwells and ramps D
Clean all windows inside and out Y
Tile Floors: Strip and wax Y
Carpet Cleaning Y

20.SERVICE FREQUENCY FOR CORPORATION YARD ELECTRIC CENTER AND

WATER CENTER OFFICES

CORPORATION YARD ELECTRIC AND WATER CENTER OFFICES
(Service after 5:00 p.m.) (Five days per week, M-F)
General Cleaning Duties - Offices and Assembly Rooms Frequency Code Clean and sanitize drinking fountains D
Dust mop floors and stairwells D
Dust and clean doors, door frames, and hardware W
Empty trash receptacles (common areas) D
Spot damp mop floors D
Sweep and clean entrance areas D
Vacuum carpets D
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 28 Rev. 07-01-18

CORPORATION YARD ELECTRIC AND WATER CENTER OFFICES
(Service after 5:00 p.m.) (Five days per week, M-F)
Wet mop floors W
Wet mop floors W
Rest Rooms Frequency Code
Clean mirrors and bright work D
Clean and sanitize sinks, toilets, and urinals D
Empty sanitary napkin receptacles D
Empty trash receptacles D
Fill sanitary napkin dispensers D
Fill all paper dispensers D
Sanitize and damp mop floors D
Spot clean walls and partitions as required D
Clean walls and partitions M
Floors Frequency Code
Tile Floors: Buff and spot wax 50% of total area to maintain appearance
W
Tile Floors: Strip and wax Y
Carpet Cleaning Y
Miscellaneous Items Frequency Code
Spot clean fire hose cabinets D
Maintain janitorial closets in a clean and orderly condition D Maintain area around the dumpster in a clean condition D Sweep or vacuum stairwells and ramps D
Clean all windows - inside and out Y

21.SERVICE FREQUENCY FOR CABLE SHOP (UNDERGROUND BUILDING)

CABLE SHOP (UNDERGROUND BUILDING)
(Service after 5:00 p.m.) (Five days per week, M-F)
General Cleaning Duties - Offices and Assembly Rooms Frequency Code Clean and sanitize drinking fountains D
Dust mop floors and stairwells D
Dust and clean doors, door frames, and hardware W
Empty trash receptacles (common areas) D
Spot damp mop floors D
Sweep and clean entrance areas D
Vacuum carpets D
Wet mop floors W
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 29 Rev. 07-01-18

CABLE SHOP (UNDERGROUND BUILDING)
(Service after 5:00 p.m.) (Five days per week, M-F)
Rest Rooms Frequency Code
Clean mirrors and bright work D
Clean and sanitize sinks, toilets, and urinals D
Empty sanitary napkin receptacles D
Empty trash receptacles D
Fill sanitary napkin dispensers D
Fill all paper dispensers D
Sanitize and damp mop floors D
Spot clean walls and partitions as required D
Clean walls and partitions M
Tile Floors Frequency Code
Buff and spot wax 50% of total area to maintain appearance W Strip and wax Y
Miscellaneous Items Frequency Code
Spot clean fire hose cabinets D
Maintain janitorial closets in a clean and orderly condition D Maintain area around the dumpster in a clean condition D Sweep or vacuum stairwells and ramps D
Clean all windows - inside and out Y

22.SERVICE FREQUENCY FOR SEWER DEPARTMENT OFFICES

SEWER DEPARTMENT OFFICES
(Service after 5:00 p.m.) (Five days per week, M-F)
General Cleaning Duties - Offices and Assembly Rooms Frequency Code Clean and sanitize drinking fountains D
Dust mop floors and stairwells D
Dust and clean doors, door frames, and hardware. W
Empty trash receptacles (common areas) D
Spot damp mop floors D
Sweep and clean entrance areas D
Vacuum carpets D
Wet mop floors W
Rest Rooms Frequency Code
Clean mirrors and bright work D
Clean and sanitize sinks, toilets, and urinals D
Empty sanitary napkin receptacles D
Empty trash receptacles D
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 30 Rev. 07-01-18

SEWER DEPARTMENT OFFICES
(Service after 5:00 p.m.) (Five days per week, M-F)
Fill sanitary napkin dispensers D
Fill all paper dispensers D
Sanitize and damp mop floors D
Spot clean walls and partitions as required D
Clean walls and partitions M
Tile Floors Frequency Code
Buff and spot wax 50% of total area to maintain appearance W Strip and wax Y
Miscellaneous Items Frequency Code
Spot clean fire hose cabinets D
Maintain janitorial closets in a clean and orderly condition D Maintain area around the dumpster in a clean condition D Sweep or vacuum stairwells and ramps D
Clean all windows - inside and out Y

23.SERVICE FREQUENCY FOR METER CALIBRATION OFFICES

METER CALIBRATION OFFICES
(Service after 5:00 p.m.) (Five days per week, M-F)
General Cleaning Duties - Offices and Assembly Rooms Frequency Code Clean and sanitize drinking fountains D
Dust mop floors and stairwells D
Dust and clean doors, door frames, and hardware W
Empty trash receptacles (common areas) D
Spot damp mop floors D
Sweep and clean entrance areas D
Vacuum carpets D
Wet mop floors W
Rest Rooms Frequency Code
Clean mirrors and bright work D
Clean and sanitize sinks, toilets, and urinals D
Empty sanitary napkin receptacles D
Empty trash receptacles D
Fill sanitary napkin dispensers D
Fill all paper dispensers D
Sanitize and damp mop floors D
Spot clean walls and partitions as required D
Clean walls and partitions M
Tile Floors Frequency Code
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 31 Rev. 07-01-18

METER CALIBRATION OFFICES
(Service after 5:00 p.m.) (Five days per week, M-F)
Buff and spot wax 50% of total area to maintain appearance W Strip and wax Y
Miscellaneous Items Frequency Code
Spot clean fire hose cabinets D
Maintain janitorial closets in a clean and orderly condition D Maintain area around the dumpster in a clean condition D Sweep or vacuum stairwells and ramps D
Clean all windows - inside and out Y

24.SERVICE FREQUENCY FOR UTILITIES TRAILER (OFFICE/SHOWER TRAILER)

UTILITIES TRAILER (OFFICE/SHOWER TRAILER)
(Service after 5:00 p.m.) (Five days per week, M-F)
General Cleaning Duties Frequency Code
Clean and sanitize drinking fountains D
Dust mop floors and stairwells D
Dust and clean doors, door frames, and hardware. W
Empty trash receptacles (common areas) D
Spot damp mop floors D
Sweep and clean entrance areas D
Vacuum carpets D
Wet mop floors W
Rest Rooms Frequency Code
Clean mirrors and bright work D
Clean and sanitize sinks, toilets, and urinals D
Empty sanitary napkin receptacles D
Empty trash receptacles D
Fill sanitary napkin dispensers D
Fill all paper dispensers D
Sanitize and damp mop floors D
Spot clean walls and partitions as required D
Clean walls and partitions M
Shower Rooms Frequency Code
Remove foreign matter and soap D
Clean and disinfect floors D
Flush floor with clear water and squeegee dry D
Disinfect shower walls D
Clean beneath shower mats D
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 32 Rev. 07-01-18

UTILITIES TRAILER (OFFICE/SHOWER TRAILER)
(Service after 5:00 p.m.) (Five days per week, M-F)
Clean and disinfect mats D
Clean handles, shower heads and other fixture hardware TW Scrub and disinfect shower room walls. Remove scum from walls TW
Clean all other room surfaces M

25.SERVICE FREQUENCY FOR BERRYESSA ADOBE

BERRYESSA ADOBE
(Service after 5:00 p.m.) (Two days per month)
General Cleaning Duties Frequency Code
Dust mop and vacuum floors TM
Dust and clean doors, door frames, and hardware TM
Empty common area trash receptacles TM
Spot damp mop floors and wet mop TM
Rest Rooms Frequency Code
Clean mirrors and bright work TM
Clean and sanitize sinks, toilets, and urinals TM
Empty sanitary napkin receptacle/replenish as required TM Empty trash receptacles TM
Fill all paper dispensers TM
Sanitize and damp mop floors TM
Spot clean walls and partitions TM
Thoroughly clean walls and partitions TM
Floors Frequency Code
Buff and spot wax 50% of total area to maintain appearance W Strip and wax floors Y

26.SERVICE FREQUENCY FOR DVR POWER PLANT CONTROL ROOM/OFFICES

DVR POWER PLANT CONTROL ROOM/OFFICES
(Service after 5:00 p.m.) (Five days per week, M-F)
General Cleaning Duties Frequency Code
Clean and sanitize drinking fountains D
Dust mop floors and stairwells D
Dust and clean doors, door frames, and hardware D
Empty common area trash receptacles D
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 33 Rev. 07-01-18

DVR POWER PLANT CONTROL ROOM/OFFICES
(Service after 5:00 p.m.) (Five days per week, M-F)
Spot damp mop floors & wet mop D
Rest Rooms Frequency Code
Clean mirrors and bright work D
Clean and sanitize sinks, toilets, and urinals D
Empty sanitary napkin receptacle/replenish as required D Empty trash receptacles D
Fill all paper dispensers D
Sanitize and damp mop floors D
Spot clean walls and partitions D
Thoroughly clean walls and partitions M
Floors Frequency Code
Buff and spot wax 50% of total area to maintain appearance W Strip and wax floors Y
Conference Rooms Frequency Code
All General Cleaning Duties as described above
Clean and dust desks, tables, cabinets, and furniture D Lunchroom/Break Rooms Frequency Code
Clean tabletops with disinfectant D
Empty waste receptacles and replace liners D
Dust mop and wet mop floor areas D
Shower Rooms Frequency Code
Remove foreign matter and soap D
Clean and disinfect floors D
Flush floor with clear water and squeegee dry D
Disinfect shower walls D
Clean underneath shower mats D
Clean and disinfect mats D
Clean handles, shower heads, and other fixture hardware TW Scrum and disinfect shower room walls. Remove wall scum TW Clean all other shower room surfaces M
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 34 Rev. 07-01-18

27.SERVICE FREQUENCY FOR SENIOR CENTER

SENIOR CENTER
(Five Days Per Week Service: Monday – Friday)
Monday and Wednesday after 7:30 pm
Tuesday, Thursday, and Friday after 3:30 pm
General Cleaning Duties Frequency Code
Clean and sanitize drinking fountains D
Dust mop vinyl floors D
Dust mop emergency stairwells W
Wet mop emergency stairwells M
Wet mop vinyl floors D
Sweep and clean entrance areas D
Vacuum entry mats D
Vacuum carpets/stairs D
Maintain janitorial closets in a clean and orderly condition D Dust and clean doors, doorframes, and hardware W
Clean walls M
Building Windows Frequency Code
Clean all interior windows - inside and out (April and Oct) TY Floors Frequency Code
Vinyl/Tile Floors: Buff and spot wax 50% of total area to maintain appearance
M
Vinyl/Tile Floors: Strip and wax Y
Carpet cleaning Y
Entry Lobbies & Reception Lounges Frequency Code
Wet mop tile floors. D
Vacuum carpet flooring. D
Vacuum entry mats. D
Clean tabletops and chairs. D
Return tables and chairs to proper position. D
Dust book shelving and display cases W
Clean floors and walls of elevators W
Clean walls M
Offices Frequency Code
Vacuum carpet D
Remove trash D
Dust horizontal surfaces D
Spot clean window partitions D
Dust and clean doors, doorframes, and hardware W
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 35 Rev. 07-01-18

SENIOR CENTER
(Five Days Per Week Service: Monday – Friday)
Monday and Wednesday after 7:30 pm
Tuesday, Thursday, and Friday after 3:30 pm
Classroom 149 Frequency Code
Wet mop floor D
Remove trash D
Wipe down horizontal surfaces (window ledges, counters, sinks) D Rest Rooms Frequency Code
Clean mirrors and bright work D
Clean and sanitize sinks, toilets, and urinals D
Empty sanitary napkin receptacles D
Empty trash receptacles D
Fill sanitary napkin dispensers D
Fill all paper dispensers D
Sanitize and wet mop floors D
Spot clean walls and partitions as required D
Clean walls and partition W
Deep clean floor M
Locker Room, Restroom, Showers, and Family Showers Frequency Code Clean mirrors and bright work. D
Clean and sanitize sinks, toilets, and urinals D
Empty sanitary napkin receptacles D
Empty trash receptacles D
Fill sanitary napkin dispensers D
Fill all paper dispensers D
Sanitize and wet mop floors D
Spot clean walls and partitions as required D
Sanitize shower walls and wet mop floors D
Clean walls and partitions W
Deep clean floor M
Fitness Areas and Equipment Frequency Code
Wet mop rubber floors D
Sanitize equipment handles and seating areas D
Clean and dust exercise equipment, machines, and furniture W Clean mirrors and bright work W
Clean walls and partitions M
Deep Clean rubber floors W
Dust and clean doors, doorframes, and hardware W
Coffee Bar Frequency Code
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 36 Rev. 07-01-18

SENIOR CENTER
(Five Days Per Week Service: Monday – Friday)
Monday and Wednesday after 7:30 pm
Tuesday, Thursday, and Friday after 3:30 pm
Clean and sanitize counter tops D
Clean sink D
Wet mop floors D
Spot clean cabinets and wall surfaces D
Spot clean refrigerator and freezer doors and surfaces. D Clean walls M
Kitchen Frequency Code
Sweep floor D
Wet Mop floor D
Hallways and Corridors Frequency Code
Dust mop floors D
Dust mop emergency stairwells TW
Wet mop vinyl/tile floors D
Vacuum carpet flooring and stairs D
Spot clean fire house cabinets D
Spot clean all interior windows - inside and out M
Clean all interior windows - inside and out TY
Clean walls and partitions M
Dust and clean doors, doorframes, and hardware W

SECOND FLOOR AREAS (SENIOR CENTER)
Hallways and Corridors Frequency Code
Dust mop emergency stairwells TW
Vacuum carpet: flooring and stairs D
Spot clean fire house cabinets D
Spot clean all interior windows -inside and out M
Clean all interior windows - inside and out (April/Oct.) TY Clean walls and partitions M
Dust and clean doors, doorframes, and hardware W
Offices Frequency Code
Vacuum carpet D
Remove trash D
Dust horizontal surfaces D
Spot clean window partitions D
Dust and clean doors, doorframes, and hardware W
Restroom in office 210 TW
• Clean mirrors and bright work TW
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 37 Rev. 07-01-18

SENIOR CENTER
(Five Days Per Week Service: Monday – Friday)
Monday and Wednesday after 7:30 pm
Tuesday, Thursday, and Friday after 3:30 pm
• Clean and sanitize sinks, toilets TW
• Empty trash receptacles TW
• Fill all paper dispensers TW
• Sanitize and wet mop floors TW
• Spot clean walls as required TW
• Clean walls TW
• Deep clean floor M
Case Management Waiting Area Frequency Code
Vacuum carpet D
Clean tabletops and chair D
Return tables and chairs to proper position D
Dust and clean doors, doorframes, and hardware W
Classrooms 222, 232, 205 Frequency Code
Dust mop vinyl/wood floors D
Wet mop vinyl/wood floors TW
Clean Mirrors D
Remove trash D
Dust horizontal surfaces D
Dust and clean doors, doorframes, and hardware D
Vacuum carpet flooring D
Spot clean window partitions D
Rest Rooms Frequency Code
Clean mirrors and bright work D
Clean and sanitize sinks, toilets, and urinals D
Empty sanitary napkin receptacles D
Empty trash receptacles D
Fill sanitary napkin dispensers D
Fill all paper dispensers D
Sanitize and wet mop floors D
Spot clean walls and partitions as required D
Clean walls and partitions W
Deep clean floor M
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 38 Rev. 07-01-18

28.SERVICE FREQUENCY FOR HARRIS LASS HISTORIC HOUSE

HARRIS LASS HISTORIC HOUSE
(1 Day Per Week Service)
Rest Rooms Frequency Code
Clean mirrors and bright work W
Clean and sanitize sinks, toilets, and urinals W
Empty sanitary napkin receptacles W
Empty trash receptacles W
Fill sanitary napkin dispensers W
Fill all paper dispensers W
Sanitize and damp mop floors W
Spot clean walls and partitions as required W
Clean walls and partitions W

29.SERVICE FREQUENCY FOR GEORGE F. HAINES INTERNATIONAL SWIM CENTER
GEORGE F. HAINES INTERNATIONAL SWIM CENTER
(6 Days Per Week, After 10:00 p.m.)
Men's and Shower and Rest Room Area
Shower Area Frequency Code
Clean and disinfect shower walls D
Clean shower fixtures D
Pick up trach D
Clean shower room drain covers D
Clean blue non-slip mats D
Dust and clean all vents Every Friday
Spot clean walls and doors D
Wipe clean all light switches and doorknobs/handles D
Clean and disinfect shower floors D
Machine scrub shower room floors - machine provided by the City. (One area completed each night. Alternating between men's and women's rooms)
D
Rest Rooms Frequency Code
Replace trash liners and empty trash D
Clean and polish all stainless steel dispensers D
Empty, clean, polish, and disinfect sanitary napkin receptacles D Fill all dispensers D
Clean and sanitize all fixtures, fittings, toilets, and urinals D Clean and polish the mirror and vanity surface D
Clean restroom partitions D
Dust and clean all vents Every Friday
Sweep and damp mop floor with disinfectant D
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 39 Rev. 07-01-18
GEORGE F. HAINES INTERNATIONAL SWIM CENTER
(6 Days Per Week, After 10:00 p.m.)
Spot clean walls and doors D
Clean drinking fountain D
Machine scrub shower room floors - machine provided by the City. (One area completed each night. Alternating between men's and women's rooms)
D

30.SERVICE FREQUENCY FOR SILICON VALLEY POWER ADMINISTRATIVE

OFFICES

SILICON VALLEY POWER ADMINISTRATIVE OFFICES
(Service After 5:00 pm) (Five days per week, M-F)
General Cleaning Duties Frequency Code
Clean and sanitize drinking fountains D
Dust and wet mop tile floor in lobby D
Dust mop floors TW
Dust and clean glass doors and hardware in lobby D
Dust and clean doors, doorframes, and hardware W
Clean interior office windows and glass doors W
Empty trash receptacles and recycling (all areas) D
Spot damp mop floors D
Sweep and clean entrance areas D
Spot clean and vacuum carpets D
Wet mop floors W
Clean refrigerator and freezer inside, doors, and surfaces D Dust Blinds W
Rest Rooms Frequency Code
Clean mirrors and bright work D
Clean and sanitize sinks, toilets, and urinals D
Empty sanitary napkin receptacles D
Empty trash receptacles. D
Fill sanitary napkin dispensers (on countertop) D
Fill all soap and paper dispensers D
Sanitize and damp mop floors D
Spot clean walls and partitions D
Clean walls and partitions M
Kitchen Frequency Code
Wet mop VCT floor D
Clean tabletops and chairs. D
Return tables and chairs to proper position D
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 40 Rev. 07-01-18

SILICON VALLEY POWER ADMINISTRATIVE OFFICES
(Service After 5:00 pm) (Five days per week, M-F)
Dust vending machines W
Clean microwave (inside and outside) D
Clean refrigerator (inside and outside) D
Replenish paper towels D
Empty recycling and trash D
Conference and Training Rooms Frequency Code
All General Cleaning Duties as noted above.

Clean and dust desks, cabinets, floors, and furniture D Clean chalk/white boards and trays TW
Return all chairs to proper arrangement. D
Additional Services Frequency Code
Clean exterior windows Y
Clean refrigerators outside of break room AR
Buff and wax VCT flooring Y
Shampoo carpets Y
Clean interior partition glass AR

31.SERVICE FREQUENCY FOR SANTA CLARA CONVENTION CENTER COMPLEX

SANTA CLARA CONVENTION CENTER COMPLEX
(See Section 2 above for service times)
General Cleaning Duties Frequency Code
Clean and dust railings on stairs W
Clean and dust railings on parking garage third floor perimeter W Clean elevator cabs in parking garage W
Pick up litter from tree wells, garage, sidewalks, bridges, throughways, surface parking lots; remove gum spills, and other foreign substances
D
Empty trash receptacles/change liners. Provide the number of receptables done daily and how many done more often. Total of

59. (receptacles by the hotel shall be cleared more frequently) D
Clean exterior of trash containers D
Spot mop stains D
Brush cobwebs from ceiling light fixtures (garage) twice per day D Clean cobwebs from trees, signs and light fixtures TW
Empty metal ash urns; remove debris and replenish sand in the containers with sand: W
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 41 Rev. 07-01-18

SANTA CLARA CONVENTION CENTER COMPLEX
(See Section 2 above for service times)
Blow debris from front entry apron of each building and from under the edges of mission city ballroom (the green building at convention center); and walkways
D
Wipe bollards D
Clean bird droppings D
Clean fire extinguisher boxes W
Dust light fixtures under canopy (space frame) up to 12 feet W Damp wipe parking lot pole light bases and parking gate arms W Clear parking lot drains of debris D

32.SERVICE FREQUENCY FOR COMMUNITY SERVICES

COMMUNITY SERVICES (BUILDING ANNEX)
(After 5:00 PM Twice Weekly)
General Cleaning Duties Frequency Code
Clean and sanitize drinking fountains W
Dust mop floors and stairwells W
Dust and clean doors, door frames, and hardware TM
Spot damp mop floors W
Sweep and clean entrances W
Remove cigarette butts and smooth sand in ashtrays W
Remove gum and soil spots on carpets and mats W
Clean interior and exterior glass on entrance doors W
Reset any furniture after cleaning W
Clean surface of countertops W
Empty common waste receptacles and replace liners W
Dust mop and spot wet mop tile floors W
Clean all floor, wall and ceiling vents M
Wet mop concrete floors W
Shop and Storage Areas Frequency Code
Clean and sanitize sink W
Rest Rooms Frequency Code
Clean mirrors and bright work W
Clean and sanitize sinks, toilets, and urinals W
Empty trash receptacles and change liners W
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 42 Rev. 07-01-18

COMMUNITY SERVICES (BUILDING ANNEX)
(After 5:00 PM Twice Weekly)
Fill all paper dispensers W
Sanitize and damp mop floors W
Spot clean walls and partitions as required W
Clean all windows - inside and out Y
Fill all soap dispensers W
Polish stainless steel and chrome surfaces W
Pour at least one gallon of water down floor drains W
Clean walls and partition M
Descale fixtures AR
Scrub floor with floor scrubber AR
Tile Floors Frequency Code
Buff and spot wax 50% of area to maintain appearance W
Wet mop floor W
Strip and wax Y
Break Room Frequency Code
Clean and sanitize tabletops W
Empty waste receptacles and replace liners W
Disinfect drinking fountains W
Corridors and stairwell Frequency Code
Remove trash W
Dust mop and spot wet mop hard surface areas W
Remove soil spots, heel marks, gum and/or food from floor surface W

33.SERVICE FREQUENCY COMPLIANCE TRAILER

COMPLIANCE TRAILER
(Service after 5:00 pm) (Five days per week, M-F)
General Cleaning Duties Frequency Code
Clean and sanitize drinking fountains D
Dust mop floors and stairwells D
Dust and clean doors, door frames, and hardware. W
Empty trash receptacles (common areas) D
Spot damp mop floors D
Sweep and clean entrance areas D
Vacuum carpets D
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 43 Rev. 07-01-18

COMPLIANCE TRAILER
(Service after 5:00 pm) (Five days per week, M-F)
Wet mop floors W
Rest Rooms Frequency Code
Clean mirrors and bright work D
Clean and sanitize sinks, toilets, and urinals D
Empty sanitary napkin receptacles D
Empty trash receptacles D
Fill sanitary napkin dispensers D
Fill all paper dispensers D
Sanitize and damp mop floors D
Spot clean walls and partitions as required D
Clean walls and partitions M

34.SERVICE FREQUENCY FOR RAYMOND BUILDING

RAYMOND BUILDING
(Services after 5:00 pm) (As-Required)
General Cleaning Duties Frequency Code
Clean and sanitize drinking fountains
AR
Dust mop floors and stairwells
Dust and clean doors, door frames, and hardware
Empty trash receptacles (common areas)
Spot damp mop floors
Sweep and clean entrance areas
Vacuum carpets
Wet mop floors
Restrooms Frequency Code
Clean mirrors and bright work
AR
Clean and sanitize sinks, toilets, and urinals
Empty sanitary napkin receptacles
Empty trash receptacles
Fill sanitary napkin dispensers
Fill all paper dispensers
Sanitize and damp mop floors
Spot clean walls and partitions as required
Clean walls and partitions
Tile Floors Frequency Code
Buff and spot wax 50% of total area to maintain appearance AR Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 44 Rev. 07-01-18

RAYMOND BUILDING
(Services after 5:00 pm) (As-Required)
Strip and Wax Y
Miscellaneous Items Frequency Code
Spot clean fire hose cabinets
Maintain janitorial closets in a clean and orderly condition AR Maintain area around the dumpster in a clean condition
Clean all windows - inside and out Y

35.SERVICE FREQUENCY FOR LAWRENCE STATION COMMUNITY BUILDING

LAWRENCE STATION COMMUNITY BUILDING
(Services after 5:00 pm) (Five days per week, M-F)
General Cleaning Duties Frequency Code
Clean and sanitize drinking fountains D
Dust mop floors and stairwells TW
Dust and clean doors, door frames, and hardware W
Empty trash receptacles (common areas) D
Spot damp mop floors D
Sweep and clean entrance areas D
Vacuum carpets TW
Wet mop floors W
Restrooms Frequency Code
Clean mirrors and bright work D
Clean and sanitize sinks, toilets, and urinals D
Empty sanitary napkin receptacles D
Empty trash receptacles D
Fill sanitary napkin dispensers D
Fill all paper dispensers D
Sanitize and damp mop floors D
Spot clean walls and partitions as required D
Clean walls and partitions M
Tile Floors Frequency Code
Buff and spot wax 50% of total area to maintain appearance M Strip and Wax Y
Miscellaneous Items Frequency Code
Spot clean fire hose cabinets D
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 45 Rev. 07-01-18

LAWRENCE STATION COMMUNITY BUILDING
(Services after 5:00 pm) (Five days per week, M-F)
Maintain janitorial closets in a clean and orderly condition D Maintain area around the dumpster in a clean condition D Clean all windows - inside and out Y

36.SERVICE FREQUENCY FOR PURCHASING WAREHOUSE

PURCHASING WAREHOUSE
(After 5:00 PM, Five days per week, Monday - Friday)
General Cleaning Duties Frequency Code
Clean and sanitize drinking fountains D
Dust mop floors and stairwells D
Dust and clean doors, door frames, and hardware TM
Spot damp mop floors D
Sweep and clean entrances D
Remove cigarette butts and smooth sand in ashtrays D
Remove gum and soil spots on carpets and mats D
Clean interior and exterior glass on entrance doors D
Reset any furniture after cleaning D
Clean surface of countertops D
Empty common waste receptacles and replace liners D
Dust mop and spot wet mop tile floors D
Clean all floor, wall and ceiling vents M
Wet mop concrete floors D
Shop and Storage Areas Frequency Code
Clean and sanitize sink D
Rest Rooms Frequency Code
Clean mirrors and bright work D
Clean and sanitize sinks, toilets, and urinals D
Empty trash receptacles and change liners D
Fill all paper dispensers D
Sanitize and damp mop floors D
Spot clean walls and partitions as required D
Clean all windows - inside and out Y
Fill all soap dispensers D
Polish stainless steel and chrome surfaces D
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 46 Rev. 07-01-18

PURCHASING WAREHOUSE
(After 5:00 PM, Five days per week, Monday - Friday)
Pour at least one gallon of water down floor drains D
Clean walls and partition M
Descale fixtures AR
Scrub floor with floor scrubber AR
Tile Floors Frequency Code
Buff and spot wax 50% of area to maintain appearance D
Wet mop floor D
Strip and wax Y
Break Room Frequency Code
Clean and sanitize tabletops D
Empty waste receptacles and replace liners D
Disinfect drinking fountains D
Corridors and stairwell Frequency Code
Remove trash D
Dust mop and spot wet mop hard surface areas D
Remove soil spots, heel marks, gum and/or food from floor surface
D

37.SERVICE FREQUENCY FOR SCADA SUPPORT BUILDING

SCADA SUPPORT BUILDING
(After 5:00 PM Twice Weekly)
General Cleaning Duties Frequency Code
Clean and sanitize drinking fountains W
Dust mop floors and stairwells W
Dust and clean doors, door frames, and hardware TM
Spot damp mop floors W
Sweep and clean entrances W
Remove cigarette butts and smooth sand in ashtrays W
Remove gum and soil spots on carpets and mats W
Clean interior and exterior glass on entrance doors W
Reset any furniture after cleaning W
Clean surface of countertops W
Empty common waste receptacles and replace liners W
Dust mop and spot wet mop tile floors W
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 47 Rev. 07-01-18

SCADA SUPPORT BUILDING
(After 5:00 PM Twice Weekly)
Clean all floor, wall and ceiling vents M
Wet mop concrete floors W
Shop and Storage Areas Frequency Code
Clean and sanitize sink W
Rest Rooms Frequency Code
Clean mirrors and bright work W
Clean and sanitize sinks, toilets, and urinals W
Empty trash receptacles and change liners W
Fill all paper dispensers W
Sanitize and damp mop floors W
Spot clean walls and partitions as required W
Clean all windows - inside and out Y
Fill all soap dispensers W
Polish stainless steel and chrome surfaces W
Pour at least one gallon of water down floor drains W
Clean walls and partition M
Descale fixtures AR
Scrub floor with floor scrubber AR
Tile Floors Frequency Code
Buff and spot wax 50% of area to maintain appearance W
Wet mop floor W
Strip and wax Y
Break Room Frequency Code
Clean and sanitize tabletops W
Empty waste receptacles and replace liners W
Disinfect drinking fountains W
Corridors and stairwell Frequency Code
Remove trash W
Dust mop and spot wet mop hard surface areas W
Remove soil spots, heel marks, gum and/or food from floor surface W
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 48 Rev. 07-01-18

38.SERVICE FREQUENCY FOR SILICON VALLEY POWER ROBERTS STREET COGEN

SVP ROBERTS STREET COGEN
(After 5:00 PM) (One Day Per Week)
General Cleaning Duties Frequency Code
Clean and sanitize drinking fountains W
Dust mop floors and stairwells W
Dust and clean doors, door frames, and hardware TM
Spot damp mop floors W
Sweep and clean entrances W
Remove cigarette butts and smooth sand in ashtrays W
Remove gum and soil spots on carpets and mats W
Clean interior and exterior glass on entrance doors W
Reset any furniture after cleaning W
Clean surface of countertops W
Empty common waste receptacles and replace liners W
Dust mop and spot wet mop tile floors W
Clean all floor, wall and ceiling vents M
Wet mop concrete floors W
Shop and Storage Areas Frequency Code
Clean and sanitize sink W
Rest Rooms Frequency Code
Clean mirrors and bright work W
Clean and sanitize sinks, toilets, and urinals W
Empty trash receptacles and change liners W
Fill all paper dispensers W
Sanitize and damp mop floors W
Spot clean walls and partitions as required W
Clean all windows – inside and out Y
Fill all soap dispensers W
Polish stainless steel and chrome surfaces W
Pour at least one gallon of water down floor drains W
Clean walls and partition M
Descale fixtures AR
Scrub floor with floor scrubber AR
Tile Floors Frequency Code
Agreement with Impec Group, LLC/Exhibit A2-Site Service Frequency Page 49 Rev. 07-01-18

SVP ROBERTS STREET COGEN
(After 5:00 PM) (One Day Per Week)
Buff and spot wax 50% of area to maintain appearance W
Wet mop floor W
Strip and wax Y
Break Room Frequency Code
Clean and sanitize tabletops W
Empty waste receptacles and replace liners W
Disinfect drinking fountains W
Corridors and stairwell Frequency Code
Remove trash W
Dust mop and spot wet mop hard surface areas W
Remove soil spots, heel marks, gum and/or food from floor surface W
Agreement with Impec Group, LLC/Exhibit A3-Site Addresses Page 1 Rev. 07-01-18
EXHIBIT A3

SITE ADDRESSES
Row # Site Name Address Square Footage
1 Automotive Services Offices
and Street Department Yard
Offices
1700 Walsh Avenue 1,000
2 Berman Building 1405 Civic Center Drive 6,000
3 Berryessa Adobe 373 Jefferson Street 600
4 Cable Shop (Underground
Building) 1705 Martin Avenue 2,000
5 Central Library 2635 Homestead Road 85,000
6 City Hall East and West Wings
(including Day/ Night Porter) 1500 Warburton Avenue 75,000 7 Communications Shop 1705 Martin Avenue 500
8 Community Services 1500 Civic Center Drive Approx. 3,000 9 Compliance Trailer 1715 Martin Avenue 1,500
10 Corporation Yard Electric and
Water Center Offices 1705 Martin Avenue 6,000
11 DVR Power Plant Control
Room/Offices 850 Duane Avenue Approx. 4000
12 Emergency Operations
Center/Communications 1990 Walsh Avenue 15,500
13 Fire Headquarters and Annex
Building (Station #1) 777 Benton Avenue 5,000
14 Fire Training Center/Offices
(Station #2) 1900 Walsh Avenue 1,000
15 George F. Haines International
Swim Center 2625 Patricia Drive 3,925
16 Harris Lass Historic House 1889 Market Street 300
17 Headen Inman House,
Jamison-Brown House, and
Pavilion
1505-1509 Warburton
Headen-Inman:
3,500
Jamison-Brown
House: 2,000
Pavilion: Approx.
500
18 Lawrence Station Community
Building 2985 Feliz Road 3,837
19 Meter Calibration Offices 1705 Martin Avenue 500
20 Mission Library 1098 Lexington 8,000
21 Northside Library 695 Moreland Way 15,000
22 Old Courthouse Building 1675 Lincoln Street 7,200
23 Police Administration Building 601 El Camino Real 60,000 24 Police Pistol Range 1990 Walsh Avenue 500
25 Purchasing Warehouse 1705 Martin Avenue 1,500
Agreement with Impec Group, LLC/Exhibit A3-Site Addresses Page 2 Rev. 07-01-18
Row # Site Name Address Square Footage
26 Raymond Building (Electric) 3025 Raymond Avenue 500-1,000 27 Rivermark Police Substation 3992 Rivermark Parkway 1,000 28 Santa Clara Convention
Center Complex
5001, 5101, 5201 Great
America Parkway
Exterior
Grounds Only
(SQFT
Unknown)
29 SCADA Support Building 1551 Martin Avenue 900
30 Senior Center 1303 Fremont Street 62,000
31 Sewer Department Offices 1705 Martin Avenue 500
32 Silicon Valley Power
Administrative Offices 881 Martin Avenue 75,000
33 Silicon Valley Power - Roberts
Street Cogen 524 Roberts Avenue 2,000
34 Streets Department Tree/Solid
Waste Offices 1700 Walsh Avenue 23,300
35 Traffic Sign Shop 1700 Walsh Avenue 1,000
36 Triton Museum 1505 Warburton Avenue 23,000
37 Utilities Trailer (Office/Shower
Trailer) 1705 Martin Avenue 500
Agreement with Impec Group, LLC/Exhibit B1-Schedule of Fees Page 1 Rev. 07-01-18
EXHIBIT B1

SCHEDULE OF FEES

1. MAXIMUM COMPENSATION

1.1. The maximum amount payable for all products and services provided under this Agreement shall not exceed Seven Million Eight Hundred Thirty Thousand Six Hundred Eighty-Three Dollars ($7,830,683) during the initial five-year term, subject to appropriation of funds. No additional services will be performed unless both parties execute an Amendment outlining the services requested and the compensation agreed for such services.

1.2. The compensation to be paid by the City is specified below:

Description Amount
Initial Year 1 of 5 for Monthly Services $ 1,314,324
Estimated Spend for Initial Year 2 of 5 for Monthly Services $ 1,366,897 Estimated Spend for Initial Year 3 of 5 for Monthly Services $ 1,421,573 Estimated Spend for Initial Year 4 of 5 for Monthly Services $ 1,478,436 Estimated Spend for Initial Year 5 of 5 for Monthly Services $ 1,537,573 Subtotal for Initial Five-Year Term $ 7,118,803
Contingency (10%) $ 711,880
Maximum Compensation Not-to-Exceed for Initial Five-Year Term $ 7,830,683

2. FEES

2.1. The City will pay the Contractor for the initial term in accordance with the monthly fees listed in Exhibit B2.

2.2. Additional services shall be paid to Contractor based on the rates listed below:

Description Rate
Additional Janitorial Services Outside of Scheduled Services (Hourly Rate) $45/Hour
Power Washing Services (Price per Square Foot) $0.10/SQFT Additional Day Porter (Hourly Rate) $45.00/Hour
Additional Night Porter (Hourly Rate) $45.00/Hour

3. PRICING AND OPTION RENEWALS

3.1. All fees are fixed for the first year of the initial five-year term.

3.2. Price Adjustments: Annual Price adjustments may be requested sixty days prior to the anniversary date of each year during the initial term of the agreement. Price must be justified by vendor with supporting documents Agreement with Impec Group, LLC/Exhibit B1-Schedule of Fees Page 2 Rev. 07-01-18
(including wages and benefits information) and are subject to City's approval.

If a price adjustment is approved the City will memorialize in an executed Amendment to the Agreement.

3.3. Option Renewals: Price adjustments may be requested prior to any one-year option to renew the agreement after the initial term. Price must be justified by vendor and are subject to City's approval.

4. INVOICING REQUIREMENTS

4.1. Contractor shall invoice the City on a monthly basis for services provided by Contractor during the preceding month on an invoice and in a format approved by the City and subject to verification and approval by the City. City will pay Contractor within thirty (30) days of City’s receipt of an approved invoice.

4.2. Contractor shall submit the invoice(s) via email to the City’s designated representative.

4.3. The City shall incur no obligation for out of scope work that was not authorized in advance in writing. These monthly invoices shall provide a breakdown of cost of the work performed and shall have an attachment itemizing the work completed. Invoices shall include at a minimum the following:

4.3.1. Site;

4.3.2. Description of Service;

4.3.3. Monthly Service Fee;

4.3.4. Quantities or hours, if applicable;

4.3.5. Extended Price and Total; and

4.3.6. Any other pertinent information.

5. OPTIONAL CONSUMABLES
The City may elect to have Contractor provide consumables during the term of the agreement. If the City elects than the City shall pay Contractor compensation based on a 15% cost markup for the following items:

5.1. Paper Products and Dispensers

5.2. Hand and Personal Care

5.3. Cleaning Chemicals

5.4. Odor control Chemicals and Supplies
Agreement with Impec Group, LLC/Exhibit B1-Schedule of Fees Page 1 Rev. 07-01-18
EXHIBIT B2

FEE BREAKDOWN BY SITE
The below table includes the monthly recurring cost for janitorial services by site (includes cost for annual hard floor striping and waxing, annual carpet deep cleaning and annual interior and exterior window cleaning).

Site Weekly
Hours Monthly Cost Annual Cost
Automotive Services Offices and Street Department
Yard Offices 1.25 $233.00 $2,796.00
Berman Building 5 $931.00 $11,172.00
Berryessa Adobe 0.25 $47.00 $564.00
Cable Shop (Underground Building) 1.25 $233.00 $2,796.00 Central Library (including Day Porter) 71 $13,221.00 $158,652.00 City Hall East and West Wings (including Day Porter
shared with Corporation Yard) 80 $14,896.00 $178,752.00 Communications Shop 1.25 $233.00 $2,796.00
Community Services 1 $187.00 $2,244.00
Compliance Trailer 1.25 $233.00 $2,796.00
Corporation Yard Electric and Water Center Offices
(including Day Porter shared with City Hall) 13.75 $2,561.00 $30,732.00 DVR Power Plant Control Room/Offices 3.75 $699.00 $8,388.00 Emergency Operations Center/Communications 2 $373.00 $4,476.00 Fire Headquarters and Annex Building (Station #1) 3.75 $699.00 $8,388.00 Fire Training Center/Offices (Station #2) 1.25 $233.00 $2,796.00 George F. Haines International Swim Center 12 $2,235.00 $26,820.00 Harris Lass Historic House 0.5 $94.00 $1,128.00
Headen Inman House, Jamison-Brown House, and
Pavilion 2 $373.00 $4,476.00
Lawrence Station Community Building 3.75 $699.00 $8,388.00 Meter Calibration Offices 1.25 $233.00 $2,796.00
Mission Library (including Day Porter) 32 $5,959.00 $71,508.00 Northside Library (Including Day Porter) 32 $5,959.00 $71,508.00 Old Courthouse Building 7.5 $1,397.00 $16,764.00
Police Administration Building (including Day Porter) 40 $7,448.00 $89,376.00 Police Administration Building (including Night Porter) 56 $10,428.00 $125,136.00 Police Pistol Range 0.5 $94.00 $1,128.00
Purchasing Warehouse 1.25 $233.00 $2,796.00
Rivermark Police Substation 1.75 $326.00 $3,912.00
Agreement with Impec Group, LLC/Exhibit B1-Schedule of Fees Page 2 Rev. 07-01-18
Site Weekly
Hours Monthly Cost Annual Cost
Santa Clara Convention Center Complex (Day Porter MF) 72 $13,479.00 $161,748.00 Santa Clara Convention Center Complex (Day Porter
Saturday and Sunday) 24 $4,469.00 $53,628.00
SCADA Support Building 0.5 $94.00 $1,128.00
Senior Center 40 $7,448.00 $89,376.00
Sewer Department Offices 1.25 $233.00 $2,796.00
Silicon Valley Power Administrative Offices 40 $7,448.00 $89,376.00 Silicon Valley Power Roberts Cogen 1.25 $233.00 $2,796.00 Streets Department Tree/Solid Waste Offices 15 $2,793.00 $33,516.00 Traffic Sign Shop 0.25 $47.00 $564.00
Triton Museum 15 $2,793.00 $33,516.00
Utilities Trailer (Office/Shower Trailer) 1.25 $233.00 $2,796.00 TOTAL ANNUAL AMOUNT FOR SERVICES $1,314,324.00
Agreement with Impec Group, LLC/Exhibit C-Insurance Requirements Page 1 Rev. 07-01-18

EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

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

Agreement with Impec Group, LLC/Exhibit C-Insurance Requirements Page 2 Rev. 07-01-18
C. WORKERS’ COMPENSATION

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

EBIX Inc.

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

Agreement with Impec Group, LLC/Exhibit D-Labor Compliance Page 1 Rev. 07-01-18

EXHIBIT D

LABOR COMPLIANCE ADDENDUM
This Agreement is subject to the requirements of California Public Utilities Code Section 465-466 requiring the payment of prevailing wages and compliance with other applicable requirements.

I. Prevailing Wage Requirements

1. The City has determined that the services described in this solicitation are subject to the payment of not less than prevailing wages under California Public Utilities Code Section 465-466. Contact the Department of Industrial Relations Labor Research and Statistics Office for a copy of the current wage determination.
https://www.dir.ca.gov/oprl/ContactUS_ODResearch.htm

2. The Proposer (including any subcontractors) shall register with the Department of Industrial Relations prior to submitting its proposal. https://www.dir.ca.gov/dlse/Janitorial_Providers_Contractors.html

3. No contractor or subcontractor may perform work on the project unless registered with the Department of Industrial relations pursuant to Labor Code Sections 1420 – 1434, Codes Display Text (ca.gov). Contractor represents and warrants that it is registered with the Department of Industrial Relations. Contractor shall maintain its registration with the Department of Industrial Relations throughout the course of the project.

Contractor is responsible for verifying that each Subcontractor, including any Subcontractor not listed on the proposal for the project, is registered with the Department of Industrial Relations at the time the Subcontractor performs work on the project. If any Subcontractor is not registered at the time the Subcontractor is to commence work, Contractor shall require the Subcontractor to register and may not permit the Subcontractor to commence work until the Subcontractor’s registration is complete.

J. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor’s address indicated for receipt of notices in this Agreement.

Agreement with Impec Group, LLC/Exhibit E-Notice of Exercise of Option to Extend Page 1 Rev. 07-01-18

EXHIBIT E

NOTICE OF EXERCISE OF OPTION TO EXTEND AGREEMENT
AGREEMENT TITLE:

CONTRACTOR:

DATE:

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

OPTION NO. # of #

NEW OPTION TERM
Begin date:

End date:

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

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

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

Approved as to Form:

Dated:

GLEN R. GOOGINS
City Attorney
Office of the City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1299 Agenda Date: 11/15/2022

REPORT TO COUNCIL

SUBJECT
Update on Request for Proposals Related to Janitorial Work at Various City Facilities

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City contracts out janitorial services at multiple City facilities including City Hall buildings, Senior Center, Silicon Valley Power offices, Police Station, Libraries, Emergency Operations Center, several Fire Stations, and the Corp yard. Services provided by the vendor include various items such as vacuuming, mopping, restroom cleaning, window cleaning, wiping down counters, deep cleaning, and other related work efforts. Current contracts are set to expire on June 30, 2023. Staff from the Department of Public Works (DPW) and Finance Department have been working on developing a new Request for Proposals (RFP) to procure janitorial services for an initial five-year term.

The Service Employees International Union (SEIU) has reached out to staff and Council on several occasions requesting that the City include additional provisions in the upcoming Janitorial Services RFP. Specifically, SEIU has asked the City to consider including the following criteria in the RFP:
· Wage Theft Liability Waiver
· Prevailing Wage
· Collective Bargaining Agreement
· Labor Peace Agreement
Staff from Finance, DPW, City Attorney’s Office (CAO) and City Manager’s Office participated in several meetings with representatives from the SEIU Board to discuss these requests along with opportunities to address them. Staff has also provided updates to City Council about these discussions.

DISCUSSION
In order for staff to have a new Janitorial Services contractor under contract by July 1, 2023, it is necessary to publish the RFP in the next several months. Staff has started preparing a draft RFP that incorporates changes to address the concerns raised by SEIU; the purpose of this report is to update Council so staff can move forward with publishing the RFP.

Staff appreciates SEIU’s concerns about the issues and opportunities to improve the RFP process.

Staff is proposing updated RFP requirements that will address better pay and benefits, improved working conditions, a dispute resolution process, workplace harassment, and Labor Peace. Each City of Santa Clara Page 1 of 4 Printed on 11/30/2022
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issue, and staff’s proposed resolution is addressed below.

Wage Theft
SEIU requested that the City incorporate provisions into the Janitorial Services RFP that per California Labor Code 238.5(c) (d), require contractors to sign a Wage Theft Liability Waiver assuring that the City will not be subject to any wage claims. To address the wage theft concerns and identify companies with a history of wage theft issues, the RFP will require all companies submitting proposals be registered with the Department of Industrial Relations (DIR). This registration will include disclosing any wage claims so that type of company information will be available as part of the RFP process.

Additionally, the CAO reviewed the City’s current standard contract provisions and practices. The CAO confirmed that there are already robust contractual provisions and insurance requirements in all City contracts that protect the City from being subjected to wage claims. These provisions will protect the City in lieu of a waiver. The CAO also researched the referenced Labor Code provision and noted that this section does not apply to local governments.

Prevailing Wage
The Public Works Manual published by the DIR’s Office of the Labor Commissioner specifically excludes prevailing wage requirements for janitorial services. As such, the payment of prevailing wages is not required by the DIR for this contract. SEIU requested that contractors pay a prevailing wage pursuant to California Public Utilities Code (CPUC) Section 465-466. Although the CPUC Code does not apply to local governments, Staff is recommending to follow SEIU’s wage request which is very close to labor rates required by other local agencies (City of San Jose, County of Santa Clara, Valley Water) under their living wage programs. Staff initially discussed following living wage provisions similar to the City of San Jose, however, SEIU was not in favor of this and preferred the CPUC prevailing wage. Staff further reviewed the request and determined that there were no additional significant costs when compared to similar living wage policies. In addition, it provided the benefit of following a CPUC approved approach instead of a different City or County living wage policy. It is estimated that this modification (or the initial living wage staff proposal) could increase costs by approximately 20 percent when compared with wages under the City’s current janitorial contracts.

Collective Bargaining
SEIU requested that the City require firms to be signatory to a collective bargaining agreement with preference given to those having a dispute resolution process that covers a variety of issues including wages, benefits, working conditions and discipline. Staff will require that proposals include the firm’s employee handbook or policy(s) that addresses these criteria. Information provided will be included in the proposal evaluation process.

The City’s RFP will not restrict competition only to firms that are signatory to a collective bargaining agreement as this will unnecessarily restrict competition. Solicitations for City projects are open to both union and non-union firms. Furthermore, the CAO and the City’s outside labor consultant concurs that the City should continue with this practice.

Labor Peace
SEIU requested that contractors have a Labor Peace Agreement with a labor organization that includes employee participation in addressing grievances, labor disputes, and working conditions.

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Staff recommends addressing labor peace through the RFP process by requiring proposers to provide assurances that an environment of labor peace exists. This includes the necessary policy(s) to cover a variety of issues such as wages, benefits, working conditions and discipline. In addition, the RFP will require that all proposing firms be registered with the DIR where the disclosure of information related to wage claims, harassment, and workplace violence is required.

The City’s RFP will not restrict competition only to firms that have a Labor Peace Agreement with a labor organization as this will unnecessarily restrict competition. As referenced above, solicitations for City projects are open to both union and non-union firms.

Lastly, the City’s Labor Retention Ordinance will apply to this RFP, which provides for existing employees under the current agreement the opportunity to continue their employment under the new agreement even if a new vendor is selected. Staff will incorporate the submittal requirements into the RFP. The target date to issue the RFP is December 2022, allowing sufficient time for Staff to review proposals, recommend a vendor, and return to Council with a contract(s) for approval.

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

Describe the CEQA review. If you have questions about whether CEQA applies, call CAO or reference the Style Guide.]

FISCAL IMPACT
Staff estimates that the proposed changes to the RFP could increase City costs for janitorial services by approximately 20 percent when reviewing current janitorial contracts. There are no other impacts other than staff time, or consultant time, to monitor compliance with labor requirements. Actual cost impacts will be determined through the RFP process. Once determined, actual costs will be factored into upcoming budget processes; however, because of the existing General Fund budget deficit, additional resources or expenditure/service reductions and deferments may result to offset the potential cost of the new contract.

COORDINATION
This report has been coordinated with the Finance Department, City Attorney’s Office, and the City Manager’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
Note and file the report incorporating changes discussed in this memorandum allowing Staff to move forward with issuing the RFP.

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22-1299 Agenda Date: 11/15/2022
Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Rajeev Batra, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-550 Agenda Date: 4/18/2023

REPORT TO COUNCIL

SUBJECT
Authorize the City Manager to enter into an Agreement for Real Estate Services with CBRE Inc. for the Loyalton Property and Other City Properties and Enter into Listing Agreements for Individual Properties

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City of Santa Clara owns and maintains approximately 10,270 rural acres of undeveloped land in Lassen and Sierra Counties near the California-Nevada border. The property is located in northeastern California, about 30 miles north of Truckee, CA, 110 miles northeast of Sacramento, CA, and about 20 miles northwest of Reno, NV. The land is referred to locally as the Trosi Ranch, and within the City as the Loyalton Ranch Property. The City purchased the property with electric utility funds in 1977 for $1,613,850 or $157/acre. The City’s Electrical Department, doing business as Silicon Valley Power (SVP), is responsible for the maintenance of the property.

The City declared the property Surplus on June 7, 2022. On December 8, 2022 the City submitted all appropriate documents to the State and completed the Surplus Land Act process January 9, 2023 (Attachment 3). The City can now move forward with sale of the property and requires real estate services for the sale.

DISCUSSION
Pursuant to City Code Section 2.105.140(c), a qualifications based Request for Proposals (RFP) was conducted, with the award recommendation based on “best value.” The City published a Request for Proposals (RFP) #22-23-55 to solicit proposals from qualified firms for Real Estate Brokerage services. The RFP was published using the City’s bid notification system, and one proposal was received from CBRE, Inc.

Evaluation Process: CBRE’s proposal was evaluated by a two-member evaluation team against the criteria published in the RFP. An interview was also conducted. Staff determined CBRE met all RFP criteria and is qualified to perform the services in the RFP.

Staff inquired with several firms that reviewed the RFP as to why they didn’t submit a proposal. The prevalent response was that they do not have the capacity or geographical presence to perform the breadth of required services.

Award Recommendation:

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Staff recommends the award to CBRE, Inc, for Real Estate Services. At such time that services are required, staff will initiate task orders for specific real estate services and enter into individual listing agreements as needed.

Notice of Intended Award: A Notice of Intended Award announcing the City’s recommended vendor was issued on February 7, 2023.

Term of Agreement: The initial term of the proposed agreement will be five years. The City reserves the right to exercise up to five (5) one-year options to extend the agreement, for a total of ten years.

Summary of Agreement:

The scope of services of the proposed agreement (Attachment 1) will include the following work:

1. Contractor will provide real estate transaction services for the disposition of the cityowned Loyalton Ranch Property in accordance with the Technical Capabilities & Management Plan.

2. Provide the City with commercial brokerage services, representing the City’s interest in the disposition, acquisition, or leasing of real estate assets as required and providing associated services such as conducting due diligence, soliciting term sheets, performing financial analysis, and guiding the City through the transaction.

3. Provide City Staff with strategic planning for real estate assets owned or acquired by the City including marketing strategy; and periodic progress updates and timely communication with assigned staff. as required

4. Provide City Staff with development advisory and consulting on public-private partnerships for real property transactions as required Compensation will vary depending on the services provided. For the Sale of Loyalton Ranch, CBRE’s compensation will be in the form of a commission payable by the City from the proceeds of the sale at closing. This commission will be 7%, with 5% kept by CBRE and 2% shared with a licensed buyer’s representative with a verified representation agreement, if applicable. If there is no buyer’s representative, the fee will be reduced to 6%. The property will be listed at $5.0 million.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378 (b)(5) in that the proposed actions are agreements for professional consulting services which are administrative activities that will not result in direct or indirect physical changes in the environment.

FISCAL IMPACT
The fiscal impact will vary depending on the services. For Loyalton Ranch the total commission would vary between 6%-7% of the sale price.

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23-550 Agenda Date: 4/18/2023
corresponding years.

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

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

RECOMMENDATION

1. Authorize the City Manager to negotiate and execute an Agreement for Real Estate Services with CBRE Inc. for the Loyalton Property and Other City Properties and Enter into Listing Agreements for Individual Properties;

2. Authorize the City Manager to negotiate and execute amendments to these agreements to (a) add or delete services consistent with the scope of services for the agreements (b) adjust future rates subject to the appropriation of funds; and

3. Authorize the City Manager to take any actions as necessary to implement and administer the agreement.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer/Assistant City Manager Approved by: Office of the City Manager

ATTACHMENTS

1. Draft Agreement for Real Estate Services

2. Draft Listing Agreement

3. Surplus Land Act Documentation
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Agreement with CBRE, Inc. Page 1
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EBIX Insurance No.

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

CBRE, INC

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

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
Exhibit D – Labor Compliance Addendum (if applicable)
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes Agreement with CBRE, Inc. Page 2
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and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
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 _____________and terminate on *______________ __, 20___. The City reserves the right to exercise up to five (5) one-year options to extend the agreement, for a total of ten years.

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

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

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

6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement will vary depending on the services provided.

Funds required for services not based on commission will be budgeted for corresponding years, subject to budget appropriations, which includes all Agreement with CBRE, Inc. Page 3
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payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

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

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.

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

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

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

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

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.

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

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

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

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

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

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

15. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C. Insurance requirements may also be satisfied by letter of credit in a form approved by the City’s Risk Manager.

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.

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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: City Manager’s Office
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]
And to Contractor addressed as follows:

Brian Hutcherson
4301 La Jolla Village Dr., Suite 3000
San Diego, CA 92122
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

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

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

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

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

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

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

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

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

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

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

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

By (Signature):

Name: David Brennan, SIOR
Title: Senior Managing Director
Principal Place of
Business Address:
500 Capitol Mall, Suite 2400
Sacramento, CA 95814
Email Address: [email protected]
Telephone: (916) 446-8709
Fax: (916) 446-8750
“CONTRACT
Agreement with CBRE, Inc. /Exhibit A-Scope of Services Page 1 v. 07-01-18

EXHIBIT A

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

1. Contractor will provide real estate transaction services for the disposition of the city-owned Loyalton Ranch Property in accordance with the Technical Capabilities & Management Plan which is included as part of this Exhibit A below.

2. Provide the City with commercial brokerage services, representing the City’s interest in the disposition, acquisition, or leasing of real estate assets as required and providing associated services such as conducting due diligence, soliciting term sheets, performing financial analysis, and guiding the City through the transaction.

3. Provide City Staff with strategic planning for real estate assets owned or acquired by the City including marketing strategy; and periodic progress updates and timely communication with assigned staff as required

4. Provide City Staff with development advisory and consulting on public-private partnerships for real property transactions as required

5. Provide the City with advice regarding property for sale and confirmation of requirements to close the transaction as required

6. Provide site search and site selection of commercial real estate available for purchase or lease that meets City requirements as required

7. Make presentations at public meetings before the City Council as required.

8. Handle all other customary activities and services associated with commercial, rural and industrial real estate transactions.

9. Actively market properties beyond signs and multiple listing services.

10.Provide periodic activity updates as requested by the City.

Agreement with CBRE, Inc. /Exhibit A-Scope of Services Page 2 v. 07-01-18
642
Technical
Capabilities &
Management
Plan
CITY OF SANTA CLARA + CBRE
.

EXHIBIT A, CONTINUED

SCOPE OF SERVICES
Agreement with CBRE, Inc. /Exhibit A-Scope of Services Page 3 v. 07-01-18
36 CITY OF SANTA CLARA + CBRE
The proposed quality control program or procedures for maintaining a superior level of service. –
–
–
–
--Recent California public sector
CITY OF SANTA CLARA + CBRE
Your proposed approach to marketing real estate for sale and assisting with the selection of property for sale or lease.

CBRE’s marketing strategy recognizes the unique nature of the Loyalton Ranch property - vast, undeveloped, and remote, with little to no infrastructure or improvements - and applies our deep experience and knowledge of the market for similar properties to deliver a plan for success.

We anticipate the likely buyer pool includes the State of California, land trusts, conservation groups, mitigation banks, and other private capital buyers and high net worth individuals. We have recently sold similar properties to this buyer pool and can represent the City with a high level of credibility with these groups.

In previous transactions we’ve leveraged state propositions and federal funds to complete sales and acquisitions on behalf of this buyer pool. We also have intimate knowledge of the State’s purchasing process through the appraisal review and approvals process and will apply that to the City’s benefit in this process.

If engaged as your broker and advisor, CBRE will work with the City to sell the site (s); balancing community desires with maximizing the return to the City. CBRE will work with the City to:
–
–
–
Capitalize on strong market interest in land acquisitions and the scale advantages of the property Maximize the opportunity while controlling your risk in the project Review all of the previous documents / materials to understand the property’s history and learn from the past to create a roadmap for its future
Conduct a global marketing campaign to attract qualified purchaser proposals that are highly competitive Negotiate a binding sale on behalf of the City
–
–
Proven approach to sell the Loyalton Ranch
Phase 1: Due
Diligence
– review
property
information
– understand
City goals
– plan for action
Phase 4: Closing
– facilitate due diligence
and any additional
required appraisals
– facilitate buyer’s
financing requirements
if applicable
– address any issues
necessary for closing
38 CITY OF SANTA CL
Phase 2: Market
Engagement
– launch global
marketing campaign
– target known
conservation,
government, mitigation,
and individual buyers
– generate competitive
offers for City review
Phase 3: Negotiation
– support City offer review
processincluding Council
briefings
– generate best and final
offers
– supporting buyer
interview processif any
– execute agreements
– open escrow upon
delivery of contract and
deposit

EXHIBIT A, CONTINUED - SCOPE OF SERVICES
Agreement with CBRE, Inc. /Exhibit A-Scope of Services Page 4 v. 07-01-18
We understand that the disposition and pricing of the property has been the source of much debate among City Council, the Mayor, and the media to date, and that the property has a long history with the City. We have reviewed the documentation provided by the City including the appraisal, resolution designating the property as surplus, the notice of availability, and the post-meeting materials detailing the City’s history with the property and the financial Upon engagement, CBRE will seek to confirm our understanding of the situation to date by:
– Requesting a kick-off meeting with the City’s project team and executive leadership to understand your priorities (price, speed, use, etc.) and current status of the project within the City and among its citizens Requesting additional available property information including title, easements, water rights, and any mineral rights that may remain Reviewing the current grazing lease including remaining term and any options the lessee may have Obtain a title report and discus any easements impacting the property and any Williamson Act contracts. –
–
–
Further we will seek to understand the City’s preferences and requirements regarding sale methodology (i.e., sealed bid, managed brokerage process, auction, etc.). We are highly skilled at conducting sales with all three methods but suggest that a brokerage process with the following characteristics will enable the City to capture maximum value:
– Global campaign that allows CBRE to market the property as broadly as possible, to as many potential buyers as possible. We anticipate that the likely buyer pool includes the State of California’s Department of Fish and Wildlife, land trusts, conservation groups, mitigation banks, and high net worth individuals and families, but a broadly marketed offering allows room for dynamism and creative offers that may have been otherwise overlooked. Auction sales can be effective and sealed bid processes are common among public sector sellers, but both methods can limit the buyer pool on an already niche property Open communication between the broker team and the buyer pool to discuss potential concerns, demystify the sale process and property, and generate offers
Thorough due diligence documentation to enable offerors to understand the property’s boundaries, condition, encumbrances, associated resource rights, and value opportunities
–
–
Phase 2: Market Engagement
Broad Exposure
Subject to your concurrence with the findings and recommendations in previous phases, the CBRE team will collaborate with the City’s team to develop and implement an offering process to engage prospective buyers by performing the following tasks:
– CBRE will act quickly to create customized world class marketing materials that clearly demonstrate the unique benefits available at the property, outline the offering process and required information, selection process, value parameters, etc.

CBRE will refine our proprietary developer and operator prospect list based on market specialization, financial capability, and compatibility with your goals for the project.
–
CBRE will oversee the offering process on your behalf, managing all communications, hosting site tours, disseminating documents, contacting respondents for clarifications, answering questions, and collecting responses. Our marketing plan includes development of electronic, as well as hard copy, marketing materials by professional graphic designers. The result is an appealing, highly polished collection of marketing materials that sets the stage for the offering.

CITY OF SANTA CLARA + CBRE
Phase 1: Due EXHIBIT A, CONTINUED - SCOPE OF SERVICES
Agreement with CBRE, Inc. /Exhibit A-Scope of Services Page 5 v. 07-01-18
Offering Memorandum: Digital-First
Experience
• A concise, graphical, data and story-driven marketing package • Captures the attention of decision makers by driving them to focus on highlevel information of the property • Enhances speed-to-market and increases efficiencies in the marketing process • Supporting due diligence documents such as reports, in-depth financial models and deep-dive market information available in Deal Flow virtual deal room Web Presence • An engaging, full-featured, mobile-friendly executive summary presentation made available on the Deal Flow platform with over 1.1M registered buyers • Potential investors can interact with a virtual tour, review investment highlights, access and sign a confidentially agreement, and more
Launch Email • Targets active, qualified buyers
• Includes standard touch points and virtual marketing materials • Distributed through the Deal Flow platform directly to over 25,000 prospects
Drone Video • Custom fly-over imagery and script
• Graphical pop-ups to highlight property information
• Showing relative location of the property and major
highlights
After we create the necessary materials to launch a multi-channel marketing campaign, we set the streamlined process in motion in order to create a competitive environment. This phase in the process includes:
–
–
Market internally to over 9,000 CBRE brokers worldwide
Market externally to public audiences and listing services through advertising and placements including in publications such as Outdoor Magazine, Sierra Club, Lands of America, and engagement with local and regional (Bay Area, Sacramento, Reno) media
Manual outreach to targeted buyer list
Launch initial announcement blast through CBRE DealFlow targeting over 25,000 buyer, developer, and investor prospects; listing visible to over 1.1M prospects
Accept inquiries and answer questions from prospective buyers Court qualified investors and distribute Offering Memorandum Conduct buyer site tours
Receive first round of offers
–
–
–
–
–
–
CITY OF SANTA CLARA + CBRE

EXHIBIT A, CONTINUED - SCOPE OF SERVICES
Agreement with CBRE, Inc. /Exhibit A-Scope of Services Page 6 v. 07-01-18
Property Marketing
Accessto global capital powered by CBRE Deal Flow
CBRE migrates more global capital around the world and into the U.S. than any other firm.

With CBRE, the properties will be advertised to the broadest range of potential buyers. Our offerings on behalf of public sector clients regularly generate international attention.

The maps provided below demonstrate the global reach of our marketing platform, illustrating oursuccessin gaining attention from every part of the globe on behalf of our clients.

Sonoma
County:

Land
Offering,
Alameda
Unified School
District: Land
Offering, 2021
146
Interested
Foreign
Parties
CITY OF SANTA CLARA + CBRE
2021 Highlights
#1 23.7% $117B $64.8B 52.2%
In total properties sold & total Market share globally Global cross-border Global cross-border More than our dollar volume globally for the investment sales activity investment sales closest competitor
11th consecutive year since 2019 activity in 2021

EXHIBIT A, CONTINUED - SCOPE OF SERVICES
Agreement with CBRE, Inc. /Exhibit A-Scope of Services Page 7 v. 07-01-18
Targeted Outreach
In addition to the broad campaign, CBRE will also reach out directly to potential buyers from the below list to make them aware of the opportunity to purchase the Loyalton Ranch and generate interest.

YOUR BUILT IN NETWORK
9,000+
brokers
1,000+
development companies
locally,
500
offices in 100
30 CBRE specialty practice group leaders
in Affordable Housing, Multifamily,
Hotels, Office, Land, Senior Housing,
Retail, Life Sciences, and more
2,500
national and international
corporate account leaders
at CBRE
1,000+
CBRE Investment Sales & Capital
Markets Professionals
30+
multi-national corporations
exclusively represented by CBRE
60%
of the FORTUNE 500
CITY OF SANTA CLARA + CBRE

EXHIBIT A, CONTINUED - SCOPE OF SERVICES
Agreement with CBRE, Inc. /Exhibit A-Scope of Services Page 8 v. 07-01-18
Driving
Our ability to drive value for our clients is predicated on our ability to effectively reach capital sources across the globe with a creative and complete story that successfully positions this opportunity as a highly attractive, once in a generation purchase opportunity. Investors are continuously indicating that they are looking for quality, security and scale, and the Loyalton Ranch uniquely provides all of these. The final element is to create the sense of scarcity—that this opportunity is irreplaceable.

STRONG CA LOCATION,

CLOSE PROXIMITY

TO LAKE TAHOE AND

RENO, OTHER

CONSERVATION

PARCELS NEARBY

LIKELY THE

LARGEST

AVAILABLE TRACT

OF LAND IN THE
STATE
UNIQUE

OPPORTUNITY TO

ACQUIRE A LARGE

TRACT OF LAND IN

CALIFORNIA FOR

MULTIPLE USES

GOOD SUMMER

GRAZING LAND

AND SUBSTANTIAL
SCALE

OPPORTUNITY FOR

IMPROVEMENTS
AND

MONETIZATION
To create investor
MAXI

TACTICAL LEVEL STRATEGIC LEVEL MUM
– Provide security through defensible financial –
underwriting
Articulate benefits and opportunity of this
acquisition Tailor presentation to target different
buyer types
Create competitive environment/managed
offering process
This opportunity cannot be replicated in the
market Move decision from mathematical to
emotional
–
–
–
–
CITY OF SANTA CLARA + CBRE

UNDERWRITING/SECURITY OPPORTUNITY/UPSIDE
(REAL & PERCEIVED)

COMPETITION/

SCARCITY EMOTION

LOCATION QUALITY SCARCITY UPSIDE OPPORTUNITY

EXHIBIT A, CONTINUED - SCOPE OF SERVICES
Agreement with CBRE, Inc. /Exhibit A-Scope of Services Page 9 v. 07-01-18
Negotiations
CBRE will create and maintain a competitive environment throughout the sale process. Creating anxiety among
bidders by carefully controlling information is a key element of this process. We pride ourselves on running clean and defensible negotiations and transaction strategies that withstand scrutiny and public attention.

The team willsolicit draft transaction documentsfrom
selected buyers, analyze offers and counteroffers
and provide like kind comparisons of buyer termsto
recommend the optimal path for the City.

CBRE will work with the City’s selection team to review all proposals on a like-kind basis and participate in the respondent due diligence and selection process. The CBRE team will support the Our team will implement a fair, confidential negotiation City’s selection process considering process that includes: • Submission quality including
– Evaluating offers with the City including financial objective and analysis of various offers including price, terms,
contingencies, and their relative merits to Santa Clara Sending out “best and final” letters to the top buyer
prospects along with due diligence materials
Receiving best and final bids
Conducting buyer interviews if appropriate
If the buyer is a State entity, with the City’s approval we can support the Wildlife Conservation Board approval
and funding process
Buyer selection
Executing agreements necessary to contract sale
Opening escrow upon delivery of contract and deposit
• Interviews with proposal
• Closing –
• Risk issues for all –
–
–
–
–
–
Closing
This final phase is detail heavy and relies on the strength of our platform, initial due diligence and experience.

During the closing process, we will:
–
–
–
–
–
–
Facilitate the buyer’s due diligence, including review of title and survey,zoning, physical inspection and market reviews
Facilitate buyer’sfinancing requirementsif applicable
Address any issues necessary for closing
Close escrow
Successfully transition to new ownership
CITY OF SANTA CLARA + CBRE

EXHIBIT A, CONTINUED - SCOPE OF SERVICES
Agreement with CBRE, Inc. /Exhibit A-Scope of Services Page 10 v. 07-01-18
Additional Real Estate Services
Available
We understand that the City is also seeking as needed real estate services related to other properties beyond the Loyalton Ranch.

CBRE is a full service real estate services firm, offering comprehensive services related to commercial and public sector property:

Plan, Lease &
–
–
Transaction Services
Site Selection &
Location Strategy
Workplace Solutions
Experience Services
Lease Administration
–
–
–
–
Portfolio Strategy
Flexible Space Solutions
Market Forecasts &
Analytics
Smart Buildings &Services
–
–
–
Design &
–
–
–
–
Cost
Advisory
Design
Buildings &
Systems
Project &Program
–
–
–
Supply Chain
Sourcing Principal
Delivery
Move &
Decommission
Manage
Property &
Transform Business
–
–
–
–
–
–
Workplace Solutions Diversity, Equity&
Inclusion Portfolio Strategy
Own Vs. Lease Location Strategy
Business Analytics Energy
Management Consulting
Electric Vehicle Charging Solutions
–
–
–
–
Facilities Management
Sustainability
Energy Management
Experience Services (Host and
Hospitality)
Smart Buildings & Services –
CITY OF SANTA CLARA + CBRE

EXHIBIT A, CONTINUED - SCOPE OF SERVICES
Agreement with CBRE, Inc. /Exhibit A-Scope of Services Page 11 v. 07-01-18
Sample Services:

The CBRE team is ready to support your acquisition needs as a purchaser throughout the acquisition process. Our approach to acquisitions is grounded in careful planning and preparation to ensure the City’s operational and financial goals are met, and that the solution is executed seamlessly and with minimal risk to the organization. Our experience with similar public sector clients means we can represent Santa Clara with no learning curve.

Significant steps
Overall, we anticipate completing the below significant tasks on your behalf:
– Review the City’s desired goals for the project –
including ultimate purpose for acquiring property,
site selection criteria, and any timing priorities or
constraints
Review the City’s geographical search parameters
Prepare a comprehensive market study of available
properties (on and off-market), along with an
interpretation and assessment of relevant market
trends
Recommend off-market opportunitiesfor potential
acquisition
Conduct preliminary due diligence investigation of
each potential property’s suitability for the proposed
use
Analyze potentialsite plans and their corresponding
feasibility for desired uses
Confidentially contact property owners to confirm
availability and pricing expectations on potentialsites Assist the City in determining appropriate
shortlist of candidate properties by preparing
presentations comparing alternatives
Develop offer strategy based on market activity and
due diligence information received
Prepare letter of intent substantiating the offer;
manage counter-offer processif any and
communicate with seller in accordance with jointly
developed CBRE and City strategy
Communicate with the seller on behalf of the
City to obtain and review all necessary due
diligence information, manage any notice
periods and critical dates to the City’s
advantage, obtain any necessary
3rd party reports, and prepare to execute the
purchase and sale agreement
If any items arise during due diligence that may
be of concern, work with the City to review
them and suggest remedies such as cures by the
seller, price reductions, or other measures
Concurrently work on behalf of the City and
with its legal counsel to prepare and negotiate
the final purchase and sale agreement (PSA)
that will govern the final sale following the due
diligence period
Assist in developing, communicating, negotiating,
and presenting offers, counteroffers, and notices
that relate to the offers and counteroffers until a
purchase agreement is signed and all
contingencies are satisfied or waived
–
– –
–
– –
–
– –
–
–
–
–
–
–
CITY OF SANTA CLARA + CBRE

EXHIBIT A, CONTINUED - SCOPE OF SERVICES
Agreement with CBRE, Inc. /Exhibit A-Scope of Services Page 12 v. 07-01-18
Thoughtful strategy starts with the right
Why are you
looking to acquire
In what parts of the
City are you interested
in purchasing?
Do you have a
budget in mind?
What do you plan to
do with the properties
once purchased?
Are you seeking land,
buildings, or both?
How quickly do the
transaction(s) need
to be completed?
What size property
are you looking
Is leasing property
an option?
How many properties
are you looking to
We will begin our engagement after your
notice to proceed by meeting with the City to
discuss your desired goals in the acquisition
process and to understand your site selection
criteria.

Market Study & Site Selection
Following our discussion and complete
understanding of your priorities and needs,
the team will begin by preparing a
comprehensive market study of available
properties. CBRE will identify available sites
through a combination of on and off-market
sources. For example, with our access to our
own broker network, CoStar, and other
listing services, CBRE will present a list of
publicly for-sale properties for the City’s
consideration.

Our brokerage professionals go beyond
publicly listed sites and probe our contacts
and market intelligence forsites that may be
unlisted or that are not yet on the market.

We are in the market every day, building
relationships, scouting properties, and
meeting owners, developers, and community
members to ensure we have our fingers on
the pulse of Santa Clara area real estate. With
this network at its fingertips, the City has a
significant advantage in the market.

CITY OF SANTA CLARA + CBRE
AUGUST2021
Affordable Housing Brief | January 2021
UpdatedCOVID-19Aid Package and
the Ability to Pay Rent
On December 27, President Trump signed a $900 billion stimulus package into law that includes several components that will affect tenants and owners of affordable housing. The unemployment benefits included with this new law should assist tenants in making their rent payments through March 2021 and help decrease the rent burden they would face without the additional funds. • Unemployment Benefits: The bill provides anadditional $300 per week to recipients of unemployment benefits.

Distribution timelines will vary by state but it is anticipated that the rollout should be much faster than the March 2020 benefit. Experts estimateit could take statestwo to three weeks todeliverpayments (with retroactivepayments being made at that time)1
.
• Stimulus Checks: The aid package sends direct stimulus payments of $600 to individuals and eligible families will receive
an additional $600 per child. Stimulus payments begin to phase out with those making more than $75,000 per year. • Rental Assistance: The aid bill extends the eviction moratorium set in place until January 31, 2021. It is important to note that the same restrictions for eviction moratoriums are still in place and we summarized those here. The bill alsoprovides
$25 billion in rental assistance for individuals who have lost their source of income during the pandemic. The $25B requires state and localities to prioritize applications from households earning no more than 50% of AMI, or who have had at least one person in the household unemployed for at least 90 days.2 Prior Weekly Earnings vs Updated Unemployment Benefits
$918 $902
$1,018
$910 $965
$900
$800
$700
$600
$500 $569
$400
$300
$200
$100 $459 $541 $432 $284 $450 $482
$0
New York City Trenton NJ Washington DC New Orleans LA Los Angeles CA Seattle WA State Weekly Unemployment Benefit Updated Unemployment Benefits ($300) $XX Weekly Earnings at 60% AMI New York City, NY $3,975 $1,836 $3,036 $1,279 32% 42%
Washington DC $4,408 $1,782 $2,982 $1,417 32% 48%
Los Angeles, CA $3,940 $1,800 $3,000 $1,267 32% 42%
1 htt ps:/ / w ww .w sj.com / arti cl es/ w hat-to- know-about- u n em pl oym en t-benefits-in- covid - 19-aid -pa cka ge- 11609282655? *Based on four weeks of unem ployment payments 2 htt ps:// w w w.n ov oco.com / n ot es-from -novogradac/congress-approves- 25-billi on- rental -a ssi st a n ce- who- ca n- use-it-and- how?

Seattle, WA $4,178 $1,982 $3,182 $1,344 32% 42%
New Orleans, LA $2,464 $1,136 $2,336 $792 32% 34%
Trenton, NJ $3,906 $2,164 $3,364 $1,257 32% 37%
Monthly
Earnings Unemployment
(60% of AMI) Benefits*
New Monthly
Payment with
Increased
2020 HUD 1-Bdrm Rent Burden at Rent Burden
with Monthly Rent Limit Monthly New
Monthly at 60% of AMI Earnings Ul t
Agreement with CBRE, Inc. /Exhibit A-Scope of Services Page 13 v. 07-01-18
We have several in-house researchers focused on the Santa Clara market. Upon engagement, the CBRE team will begin to gather data and synthesize information into usable formats for the City. At the direction of Brian Hutcherson and with data provided by use-type specialists within CBRE, we will perform market analysis based on different uses (e.g., the Santa Clara retail market or office market) and provide insights on the market conditions for each type of potential use, with comparable transactions providing insights on potential values that may be expected, market velocity, and major players. This data will inform modeling, forecasting of rates of return, land value, and development potential on any project. Subject to the specifics of the City’s request, the team will:
– Review recent market activity relevant to the property in question (i.e., land transactions, recent development projects, office leases, or industrial transactions)
Provide market surveys of available space, both on and off market opportunities Deliver sector-specific analysis and synthesis of current rental rates, landlord concessions, new and upcoming vacancies, etc.

Subject to the project type, the team may provide a Broker Opinion of Value of a potential acquisition or disposition target, opine on development costs, or perform financial analysis to determine potential City revenue and costs. –
–
–
The team will prepare a market survey for the City presenting an inventory of vacancies and recent transactions in your search area, with their corresponding financial, timing, and logistical implications. Sample market surveys are provided below:

CITY OF SANTA CLARA + CBRE

EXHIBIT A, CONTINUED - SCOPE OF SERVICES
Agreement with CBRE, Inc. /Exhibit A-Scope of Services Page 14 v. 07-01-18
Following our gathering of information, CBRE
will present the available options to the City
team and develop a preliminary shortlist for
further due diligence.

Using CBRE’s proprietary Dimension
platform, we will prepare customized maps
showing
the properties, the relative advantages and
disadvantages to their locations, and their
interactivity with their locations such as
proximity to major transit corridors, population We harness the power of maps and demographics to visually understand a
location and its impact on your strategy.

With Dimension, the City can visualize the impact
of potential acquisition decisions and more easily
down a short list of qualified properties with confidence and data on your side.

Due Diligence on Each Property
Following the shortlisting of sites of particular interest to the City, CBRE will support the City’s due diligence investigation of each potential property suitability for the intended use.

Below is a check list of the items that may be reviewed in preparation of purchase. These items may vary based on the nature of the asset (i.e., vacant land versus improved land, etc.). CBRE will review them along with your primary experts (attorneys, consultants, inspectors, etc.) and provide our opinion to the City on the impact to site value and negotiation strategy.

Title Report Building Specifications
(if applicable)
Third Party Contracts/
Agreements –
–
land
improvement – approximate areas and source and –
method of measurement
building footprint
number of units
exterior structure description
foundations/framing/windows
roofing/age
interior finishes
pending capital requirements
HVAC/electrical/emergency
generators/life safety
maintenance (elevators,roofs,
HVAC etc.)
–
–
–
–
–
–
–
–
Survey Operating –
–
–
–
–
–
zoning
utilities to the site
land area
calculation
easements
–
–
–
tenant leases (if any)
recent operating statements
annual budget
Consultant Reports On
Hand
–
–
–
–
–
mechanical
electrical parking
roof
ADA
Environmental
–
–
Phase I reports Parking
Phase II reports –
–
–
–
asphalt conditionsreport total
number of stalls
number of handicapped stalls
revenue from parking
CITY OF SANTA CLARA + CBRE

EXHIBIT A, CONTINUED - SCOPE OF SERVICES
Agreement with CBRE, Inc. /Exhibit A-Scope of Services Page 15 v. 07-01-18
We understand that acquiring quality property at defensible prices is important to the City, its partners, clients, and stakeholders. Throughout the process we will continually seek ways to maximize your value on any transaction and find leverage points in the negotiation.

CBRE will create and maintain a competitive environment throughout the acquisition process. Creating competition among bidders by carefully controlling information (while complying with public sector requirements) is a key element of this process. We pride ourselves on running clean and defensible negotiations and transaction strategies that withstand scrutiny and public attention. The team will solicit draft transaction documents from selected sellers, analyze offers and counteroffers and provide like kind comparisons of seller terms to recommend the optimal path for the City CBRE will assist the City with the purchase negotiation process – Recommending offer and counter-offer approaches based on market data and our knowledge of owner pain points and potential competing offers
Recommending a shortlisting process that leverages seller anxiety about potentially losing an offer and maintains the City’s information advantage
–
Our process incorporates information such as:

CBRE will work with the City’s legal counsel to prepare purchase agreements that reflect the agreed upon terms. The team will also ensure that any issues that were uncovered during the due diligence period are reflected in purchase documents In addition, we work side by side with our clients’ counsel over working sessions, document reviews, and line by line comparisons to ensure the documents envision potential complications and provide a road map for each party. Our approach is to engage early and often to ensure our transaction documents comply with any of Santa Clara’s or California’s statutory requirements and will withstand all scrutiny.

Finally, CBRE will be your complete partner throughout the closing process, coordinating execution of all transaction documents, partnering with the City’s project team in Council meetings, staff communication, and other stakeholder management tasks at the direction and discretion of the City on an as-needed basis.

This may include in-person participation, drafting presentations or other documents/materials, and/or other tasks to support the City in closing the best deal.

CITY OF SANTA CLARA + CBRE
Owner Profile Property Status Market Conditions
Is the ownership an individual What amount of debt exists on the Do current conditions regarding or institution? What is property, if any? What percentage absorption, asking prices, and cap the ownership’s financial of the facility is vacant and for how rates favor buyers or sellers? Are capabilities and reputation? long? Does the owner have lease there other active buyers whose?
rollover exposure and/or deferred requirements are competitive with capital maintenance? the City’s?

EXHIBIT A, CONTINUED - SCOPE OF SERVICES
Agreement with CBRE, Inc. /Exhibit A-Scope of Services Page 16 v. 07-01-18
Sample Services: Strategic Planning
On any potential transaction, the CBRE team will undertake extensive planning and discussion with the City to determine your goals and desired path forward. CBRE provides strategic planning, portfolio review, and site analysis services to its public sector clients. These services are designed to help the City measure the performance and efficiency of its real estate and identify opportunities to reduce costs or monetize real estate assets. Examples include cost estimating deferred maintenance for capital planning purposes or measuring space utilization to identify candidate properties for re-purposing (i.e., development or disposition). To calculate the market value of a particular site, CBRE performs a feasibility analysis to identify the uses and site density that creates the most value. Our analysis also considers which deal structure (i.e., ground lease, disposition, joint venture, etc.) best serves the client’s financial and operational needs.

As part of this process CBRE will:
– Meet with the City to determine your objectives,
strategy, priorities, and concerns relating to your
overall goals as an organization.

Discussreal estate goals, advise on your strategy,
and recommend approachesto consider on new
requirements
Assemble specialists depending on the nature of
the transaction (sale, lease, purchase, use type,
etc.)
Determine City priorities on each transaction
(price? speed? location?) and set measurement
metrics accordingly
–

QUALITATIVE OPERATIONAL
–
– FINANCIAL
Lease vs Buy Analysis
CBRE provides sophisticated financial analysis and underwriting to inform the City’s strategic planning and transaction approach. Lease versus buy is a common decision point for many clients seeking to optimize their spending decisions. Our finance, accounting, and consulting professionals customize analyses to empower clients to make informed real estate decisions.

Our customized financial models use discounted cash flow methodology to determine the present value of future cash inflows and outflows under both an ownership and lease scenario. A sensitivity analysis is then performed by applying various discount rates to these projected cash flows to derive the point at which the present value of either scenario is the same. This is known as the “indifference point”. A discount rate, typically the City’s weighted average cost of capital, lower than the indifference point would favor ownership. A higher discount rate would favor leasing. As a general rule of thumb, we have offered the below guidelines to other similar clients.

Factor Determinan Favors Leasing Neutra Favors Owning
Certainty of Level of Low Mediu High
Size of asset Square <25,00 25k-50k >50,000
Market Market value as % of replacement 100%+ 100%- <85 Funds Capital Low Low High
CITY OF SANTA CLARA + CBRE
Market practices Term length and option availability Good Acceptable Poor General Fit-Out Fit-out cost as % of building cost 0-20% 20%-30% 30%+ % of Building Occupancy How much of the building do you <50% 50%-70% >70% Length of Occupancy Term in 0-6 7-9 years 10+

EXHIBIT A, CONTINUED - SCOPE OF SERVICES
Agreement with CBRE, Inc. /Exhibit A-Scope of Services Page 17 v. 07-01-18
Sample Services: Leasing
CBRE will work collaboratively and diligently with the City’s team to negotiate leases and projects. Nationally, our Public Institutions & Education Solutions team members proposed for this assignment have provided transaction management services to numerous public sector entities and are familiar with incorporating unique governmental requirements into a typical commercial process. Locally, our Santa Clara market experts have been providing brokerage services to clients in the area for decades, making them extremely familiar with the market and its opportunities.

CBRE’s role is to be the City’s advocate, working in your best interests, in line with your established business objectives.

Lease Acquisitions
Representing the City on new leases will incorporate acquisition and site selection services listed on the previous pages, and incorporate review of all landlord proposals, financial analysis of terms, schedule planning, lease negotiation, and execution. In addition, we also perform significant due diligence on potential properties and on potential landlords. For example, CBRE provides assessments and safeguards regarding the financial ability of prospective lessors to perform as a routine part of our client-first service platform. We are particularly sensitive to this issue when representing mission-driven clients, whose missions may often drive their marketselection into areas with fewerinstitutional landlords, leaving the City to negotiate with smaller, and possibly less professional building owners. If desired, CBRE can also provide owner’s representation in the tenant improvement and renovation package provided by the landlord through our Project Management team.

The typical lease acquisition process includes the following TRANSACTION

IMPLEMENTATION

STRATEGIC PLANNING OPTION DEVELOPMENT
1 2 3 4 5 6
Evaluatio Scenario
Evaluatio
Market Scenari
o Negotiatio
n &
Structuring
Documentatio
n &
Implementatio
Need
Assessment
Financia
l
Conclusions Criteri Workplac
e
Developmen
Current Situation Analysis
Project Timeline
Demographics/Mapping
Programming Worksheet
Market Updates Workplace
Strategies
Zip Code Confirmation
Scenario Matrix Space
Surveys Qualitative Matrix
Financial Analysis
Construction Budgets
Tour Books/Space Survey
Project ScheduleUpdated
Proposal Comparison Project
Budget
Anticipated Cost Reporting
RFP/Term Sheets Lease
Comments
CBRE Plans
Easy online tool for test fits and layouts to
visualize the space and how the City will use
it.

Included at no cost to the City or landlord
With CBRE’s proprietary tools our team can quickly and seamlessly create, customize and share plans that meet tenant needs, while providing real-time visibility into key decision metrics, including headcount and open space. With one click, test-fits are instantly transformed into 3D immersive experiences, complete with accurate panoramic outdoor views and customizable design themes.

CBRE’s Plans drives process efficiency, creates visibility and, ultimately, enhances the City’s transaction experience.

CITY OF SANTA CLARA + CBRE

DELIVERABLES ACTIVITIES

EXHIBIT A, CONTINUED - SCOPE OF SERVICES
Agreement with CBRE, Inc./Exhibit B-Schedule of Fees Page 1 Rev. 07-01-18

EXHIBIT B

SCHEDULE OF FEES
Contractor will bill City on a monthly basis for Services authorized by the City in writing that are 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.

Agreement with CBRE, Inc./Exhibit B-Schedule of Fees Page 2 Rev. 07-01-18
Cost
CITY OF SANTA CLARA + CBRE

EXHIBIT B, CONTINUED

SCHEDULE OF FEES
Agreement with CBRE, Inc./Exhibit B-Schedule of Fees Page 3 Rev. 07-01-18
Please describe the compensation structure that will be the basis for the fee that will be paid by City to Broker or a third-party, including any assumptions or variables. Alternatively, identify any fees that are to be paid by a third party. Also describe any administrative costs for which you intend to seek reimbursement. All compensation is contingent upon the successful closing of the real estate sale or lease transaction
Loyalton Ranch Sale
CBRE’s compensation for the sale of the Loyalton Ranch will be in the form of a commission, payable by the City from the proceeds of the sale at closing. This commission will be 7%, with 5% kept by CBRE and 2% shared with a licensed buyer’s representative with a verified representation agreement, if applicable. If there is no buyer’s representative, the fee will be reduced to 6%.

CBRE will not receive compensation from third parties on this transaction.

Other Services
Acquisition Services
In the event the City seeks to purchase property (either raw land or existing building(s)), CBRE will first pursue payment of those fees from the seller at a market rate, as brokerage fees are typically paid by the selling entity.

In the event that land the City wishes to acquire is unlisted, or that a commission for the buyer’s agent is not included in the seller’s representation agreement with their agent/ broker, CBRE would seek the following compensation from the City on a cumulative basis.

Disposition Services (non Loyalton Ranch properties)
In the event the City seeks to sell surplus property on a fee simple basis, CBRE’s compensation will be as below, by the City to CBRE only. Any outside brokers / buyer representation will be responsible forseeking commissions
from their principals unless the City believes it to be prudent to offer a supplemental outside representation fee at its discretion. Commissions will be charged per transaction on a cumulative basis.

CITY OF SANTA CLARA + CBRE

EXHIBIT B, CONTINUED - SCHEDULE OF FEES
Agreement with CBRE, Inc./Exhibit B-Schedule of Fees Page 4 Rev. 07-01-18
Leasing
Lease services and corresponding commissions vary depending on the role of the City in the transaction. We have priced multiple scenarios for your convenience:

City as landlord
In the event of a lease of owned property, CBRE shall be paid a fair market commission by the City from gross lease proceeds generated as a result of such lease. Fair market commission for representation is equal to six and one half percent (6.5%) if a broker is representing the lessee, with two and one half percent (2.5%) paid to CBRE and four percent (4.0%) paid to the lessee’s broker. In the event the lease is completed without a cooperating broker, the commission is reduced to four percent (4.0%) fee to CBRE.

City as a tenant
In the event CBRE represents the City as a tenant in a lease transaction, CBRE would seek a commission of 4.0%, payable by the third party landlord.

Leasing
Hourly Rates, if appropriate
If desired, CBRE also offers the below hourly rates for various assignments.

CITY OF SANTA CLARA + CBRE

EXHIBIT B, CONTINUED - SCHEDULE OF FEES
Agreement with CBRE, Inc./Exhibit B-Schedule of Fees Page 5 Rev. 07-01-18
Development Advisory Services
In the event the City seeks advisory and representation services to secure developer proposals for specific sites, CBRE’s compensation will take the form of a monthly retainer payable by the City of $7,500 for our services throughout the transaction planning and execution process which is anticipated to be 12-18 months.

This fee will be credited back to the City following CBRE’s receipt of a market commission/success fee payable by the Developer, described below. If a transaction does not materialize, CBRE retains the accrued monthly retainer fee.

CBRE will be paid a Success Fee for Development Advisory Services by the selected Developer, calculated on the Total Project Cost on a sliding scale as listed below. Total Project Cost “TPC” is defined as all hard and soft costs of the project including but not limited to; the value of the land plus infrastructure, design, and construction costs as proposed by Developer.

The Developer shall pay the fee within Thirty (30) days of execution of all development agreements between the City and the Developer. CBRE will specify the fee arrangement and payment terms in the RFP/OM issued by CBRE on the City’s behalf and stipulate that said fee is to be paid by the developer is a condition for consideration of the Developer’s proposal to the City.

Transaction and development
advisory brokerage
Developer Per sliding
scale listed
below
30 days of execution of
development
In the event that our Agreement or any particular engagement to provide the Services ends without a signed transaction, within 30 days of that ending, CBRE shall provide the City with a list of all parties with whom CBRE was engaged in active negotiations with respect to leases or other transactions for which fees could be earned under this Agreement. CBRE shall also provide the City with written evidence of such negotiations. If within one year after such expiration or termination date, the City enters into any agreement of sale, lease, sublease or other written agreement with a party on such list for which a fee would have been earned hereunder, CBRE shall earn the fee provided for under this Agreement to the same extent as if the Services had not expired or terminated.

Upon the expiration of the one year period, CBRE may present to the City for its consideration an extension of the fee protection period for any existing transactions which remain active and imminent. The City shall not be obligated to extend such period, but the Parties shall negotiate in good faith a fair compensation arrangement for the work performed by CBRE (or its Subagents) prior to termination. This paragraph shall survive the termination or expiration of our Agreement.

0.95% $100 M or greater

1.50% $50 - $100 M

2.00% $30 M - $50 M

2.50% $20 - $30 M

3.00 $10 M - $20

SUCCESS FEE TOTAL PROJECT COST TRANCHE

3.50 $0 - $10 M

SERVICE PAID BY AMOUNT TIMING
Consulting services for marketing, RFP
development and distribution, bid analysis
and
documentation
City 7,500 /
Month
Monthly upon notice to
proceed

EXHIBIT B, CONTINUED - SCHEDULE OF FEES
Agreement with CBRE, Inc./Exhibit C-Insurance Requirements Page 1 Rev. 07-01-18

EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at Agreement with CBRE, Inc./Exhibit C-Insurance Requirements Page 2 Rev. 07-01-18
least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

C. WORKERS’ COMPENSATION

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

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

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

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

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

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

2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution Agreement with CBRE, Inc./Exhibit C-Insurance Requirements Page 3 Rev. 07-01-18
from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor’s insurance.

3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City 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.

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

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

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

2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required Agreement with CBRE, Inc./Exhibit C-Insurance Requirements Page 4 Rev. 07-01-18
by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

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

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

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

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

EBIX Inc.

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

Agreement with CBRE, Inc./Exhibit D-Labor Compliance Page 1 Rev. 07-01-18

EXHIBIT D

LABOR COMPLIANCE ADDENDUM
*Add Exhibit D for service agreements subject to prevailing wage and delete Exhibit D if not a prevailing wage service agreement
This Agreement is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.

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

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

Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required. Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov .

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

As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term “certified payroll” shall include all required Agreement with CBRE, Inc./Exhibit D-Labor Compliance Page 2 Rev. 07-01-18
documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

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

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

No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Contractors MUST be a registered “public works contractor” with the DIR AT THE TIME OF BID.

Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.

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

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

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

Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at Agreement with CBRE, Inc./Exhibit D-Labor Compliance Page 3 Rev. 07-01-18
any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor’s address indicated for receipt of notices in this Agreement.

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

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

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

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

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

Jon Wilcox
Senior Vice President
Lic. 01385852
CBRE, Inc.

Advisory & Transaction Services
Investment Properties
March 1, 2023
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Re: Exclusive Sales Listing Agreement
±10,210 Acres, East of Loyalton and West of Cold Springs, and is further identified by tax parcel numbers 147-040-02-11,147-050-02-11,147-050-03-11,147-050- 19-11,147-050-20-11,147-070- 04-11,147-070-05-11,147-080-01-11,147-080-03-11, 147-080-11- 11,147-080-14-11,147-080-15- 11,021-010-003,021-020-001,016-100-004, 016-090-059, 021-010- 006, 021-010-012, 016-100- 005, 016-080-008, 016-070-012, 016-090-011, 021-010-013, 016-100-001, 016-100-006 and 016- 080-007, Sierra and Lassen Counties, California (“Property”) Dear :

Thank you for selecting CBRE, Inc. (“CBRE”, “us”, “we”, “our”) to represent the City of Santa Clara (“you”, “your”). The terms of this engagement are contained in this agreement (“Agreement”).

1. This Agreement shall terminate on February 28, 2024 (“Term”).

2. During the Term, you appoint us as your agent with the exclusive right to list and market the Property for sale and to negotiate agreements for the sale of the Property (which includes portions thereof). If, during the Term, the Property is removed from the market because escrow is opened or an offer to purchase the Property is accepted, and if that sale is not consummated for any reason, then the Term will be extended by the longer of the number of days that (i) escrow was open or (ii) the Property was removed from the market, but in no event more than 180 calendar days in the aggregate.

3. We will commit the appropriate number of qualified and licensed professionals to this engagement. The “Listing Team” is comprised of Jon Wilcox and Brian Hutcherson . We will have the right to change members of the Listing Team as necessary and appropriate. The Listing Team shall owe you duties of trust, confidence and loyalty.

4. We will offer the Property at an initial listing price of $5,000,000.00. However, it is your right to:
(a) approve, modify, reject or disapprove any and all proposals and offers as well as any prospective purchasers for the Property and (b) adjust the terms and conditions of any offer made, including but not limited to, adjusting the Property’s listing price.

5. We will work with you to create and implement a sales strategy for the Property, including preparation of appropriate and customary marketing materials (such as an offering brochure). In developing the strategy, we will rely on (without requirement to verify) any information provided to us by you, your agents, affiliates and/or any of the Property’s managers. However, we will not 1512 Eureka Road, Ste. 100
Roseville, CA 95661
Lic. 00409987

+1 916 781 4860 Tel
+1 916 599 0019 Cell
[email protected]
www.cbre.com
2 issue any written marketing materials without your prior written approval. Further, you authorize us to place one or more signs on the Property as we deem appropriate. You agree to reimburse us for reasonable out-of-pocket marketing expenses approved by you in writing, up to a maximum of Dollars ($ ). Reimbursement is due upon the receipt of an invoice.

6. The success of this engagement relies, in part, on cooperation and communication between you and CBRE. Therefore, you agree to: (i) provide us with all available information to assist us in marketing the Property; (ii) immediately refer to us all purchase inquiries for the Property; and (iii) conduct all negotiations with prospective purchasers exclusively through us.

7. You represent that you either are the fee owner of or otherwise have control over the Property.

You further represent that you have full authority to enter into this Agreement without violating anyone else’s rights, or any other agreements or contractual obligations.

8. We will present all offers to you and assist you in developing and negotiating counteroffers until a purchase and sale agreement (“PSA”) is signed and all contingencies are satisfied or waived. You agree that you and/or your legal counsel are solely responsible for determining the legal sufficiency of any documents to be executed by you in any transaction contemplated by this engagement as well as the tax consequences of any such transaction. You are also responsible for evaluating any offers and determining with whom you will negotiate or enter into a transaction. While we may assist you in gathering reasonably available information, we cannot represent or warrant the creditworthiness of any prospect and/or their ability to satisfy their obligations under a PSA. All final business and legal decisions shall be made solely by you. Notwithstanding any designation of us as “agent” in this Agreement, we will have no right, power, or authority to enter into any agreement with any prospective purchaser, real estate broker, or any other person in the name of, on behalf of, or otherwise binding upon you.

9. We will earn, and you agree to pay us, a commission in accordance with this Agreement and the attached Exhibit A to this Agreement (“Commission Schedule”) if either of the following occur:
(a) during the Term, you enter into an agreement to sell the Property to a purchaser, whether procured by us, you or anyone else and the sale closes during or any time after the Term; or
(b) within one hundred twenty (120) days after the expiration of the Term or after the Agreement otherwise terminates (the “Post-Term”), the Property is sold to, or negotiations continue, resume or commence leading to a sale of the Property at any time during the Post Term to any person or entity (including his/her/its successors, assigns or affiliates) with whom, during the Term, CBRE either negotiated (either directly or through another broker or agent) or to whom the Property was submitted during the Term (“Existing Prospect”). You agree that CBRE is authorized to continue negotiations with Existing Prospects. We will submit to you a list of such Existing Prospects no later than fifteen (15) business days following the expiration or termination of the Term; provided, however, that if a written offer has been submitted prior to said expiration or termination date, then it shall not be necessary to include the offeror’s name on the list.

10. You agree that we are authorized to cooperate with and, if appropriate, share our commission with “Cooperating Brokers” (such as a broker representing a purchaser). We will be responsible for paying the fee or commission due to the Cooperating Broker (if any) provided the Cooperating Broker: (i) represents the prospective purchaser pursuant to a written agreement, a copy of which is furnished to us prior to the execution of the transaction; (ii) is properly licensed; and (iii) executes and delivers to us an acceptable cooperating brokerage agreement. Market conditions may exist 3 whereby the Cooperating Broker receives an above-standard fee and/or broker bonus. If so, our commission shall be increased by, and you agree to pay, an amount such that we receive no less than 50% of the total fee in accordance with the Commission Schedule.

11. (a) The Listing Team are your agents to the exclusion of all of CBRE’s other licensees. All other CBRE licensees shall be referred to as “Non-Listing Team Agents” and shall be considered Cooperating Brokers. You acknowledge that CBRE is an international brokerage firm and that it may represent prospective purchasers, thereby creating a dual agency. You hereby consent to our representation of such prospects. You acknowledge that Non-Listing Team Agents owe duties of trust, confidence and loyalty exclusively to their clients. In the event that CBRE has a potential conflict of interest (such as CBRE proposing to act as a dual agent), then we will disclose the conflict to you and obtain your written consent to the conflict in advance of any negotiations with a potential purchaser. The Listing Team and Non-Listing Team Agents shall not disclose the confidential information of one principal to the other.
(b) You also acknowledge that CBRE and its affiliates provide a wide range of real estate services and certain CBRE affiliates (including employees), may: (a) assist with the sale of the Property; (b) represent clients who have competing interests in such transaction(s), including assisting prospective purchasers with the financing or valuation of the Property, and (c) pay and/or receive referral fees and other compensation relating to the foregoing, including to and from CBRE.

12. Questions regarding environmental and zoning issues may arise during the course of our representation. CBRE is not obligated to perform, and has not made any investigation of the physical conditions or zoning issues relating to the Property. You agree to disclose to us and allow us to disclose to prospective purchasers everything you know (after reasonable inquiry by you) regarding present and future property issues including, but not limited to, structural, mechanical, hazardous materials, zoning and environmental matters affecting the Property and/or the Property’s condition.

13. If the Property becomes the subject of foreclosure proceedings before the expiration of the Term, then in our sole and absolute discretion we may: (a) suspend this Agreement until we may elect to reinstate it or (b) terminate this Agreement and enter into a listing agreement with any receiver, party initiating foreclosure, party purchasing the Property at a foreclosure sale, or any other third party.

14. While we are confident that this relationship will be mutually satisfactory, the parties agree to resolve any disputes subject to the following: if either party institutes a legal proceeding against the other party relating to this Agreement, the prevailing party shall recover from the nonprevailing party all of fees, costs, expenses to the extent allowed by law. .

15. You and CBRE agree to comply with all applicable laws, regulations, codes, ordinances and administrative orders governing each party’s respective participation in any transaction contemplated by this Agreement. Further, we both acknowledge that: (a) it is illegal to refuse to display or lease or sell to or from any person because of one’s membership in a protected class, e.g.: race, color, religion, national origin, sex, ancestry, age, marital status, physical or mental handicap, familial status or any other class protected by applicable law and (b) the Property will be offered in compliance with all applicable anti-discrimination laws.

16. This Agreement is the entire agreement and supersedes all prior understandings between you and CBRE regarding this engagement. The Agreement is governed by the laws of the state where the 4 Property is located, without regard to its conflict of laws principles. This Agreement will be binding and inure to the benefit of your and CBRE’s lawful representatives, heirs, successors, designees and assignees. It may not be altered or terminated except in a writing signed by both you and CBRE. Neither party’s failure to exercise any of its rights under this Agreement will relieve the other party of its obligations hereunder. Nothing herein is or may be deemed a waiver or full statement of any of either party’s respective rights or remedies, whether at law or in equity, all of which are expressly reserved. If any provision of this Agreement is unenforceable or void under applicable law, the remaining provisions will continue to be binding. This Agreement and the rights, interests or obligations created hereunder will not be assigned by either of the parties without the prior written consent of the other party. Each party agrees that each has participated equally in the negotiation and drafting of this Agreement. You acknowledge that the person signing this Agreement on your behalf has your full authority to execute it. This Agreement will be binding whether signatures are exchanged electronically or by hand, mail, fax, electronic transfer or image, photocopy or in counterparts.

Thank you again for this opportunity. We look forward to working with you.

Very truly yours,
CBRE, Inc.

Licensed Real Estate Broker
By:

Name: Jon Wilcox, Lic. 01385852
Title: Senior Vice President
AGREED:

City of Santa Clara
By:

Name: Manuel Pineda
Title: Chief Electric Utility Officer / Assistant City Manager Date:
5 EXHIBIT A – Commission Schedule
A. Sale. If the Property is sold, CBRE’s commission shall be Seven percent (7%) of the gross sales price to be split Five (5%) percent to CBRE, Inc. and two (2%) percent to an outside broker, if any. Gross sales price shall include any and all consideration received or receivable, in whatever form, including but not limited to assumption or release of existing liabilities. In the event this sale is in connection with a “build to suit” transaction, the commission shall be calculated on the gross sales price plus the gross construction cost of the building to be constructed on the Property. The commission shall be earned and paid on the date title to the Property is transferred to the purchaser; provided, however, that if the transaction involves an installment contract, then payment shall be made upon execution of such contract If you are a partnership, corporation, or other business entity, and an interest in the partnership, corporation or other business entity is transferred, whether by merger, outright purchase or otherwise, in lieu of a sale of the Property, and applicable law does not prohibit the payment of a commission in connection with such sale or transfer, the commission shall be calculated on the fair market value of the Property, rather than the gross sales price, multiplied by the percentage of interest so transferred, and shall be paid at the time of the transfer.

1. Definitions. Under this Agreement the terms “sell,” “sale” or “sold” shall mean: (a) an exchange of the Property; (b) the granting of an option to purchase the Property; or (c) any other transfer, conveyance or contribution of a controlling interest in the Property or in the entity which owns the Property, including, but not limited to, situations where you are a corporation, partnership or other business entity and a controlling interest in such corporation, partnership or other business entity is transferred, whether by merger, outright purchase or otherwise, in lieu of a sale of the Property.

STATE OF CALIFORNIA - BUSINESS, CONSUMER SERVICES AND HOUSING AGENCY GAVIN NEWSOM, Governor

DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT

DIVISION OF HOUSING POLICY DEVELOPMENT
2020 W. El Camino Avenue, Suite 500
Sacramento, CA 95833
(916) 263-2911 / FAX (916) 263-7453
www.hcd.ca.gov
January 09, 2023
Manuel Pineda, Assistant City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Dear Manuel Pineda:

RE: Written Comments Regarding the City of Santa Clara’s Surplus Land Disposition Documentation for the Property at Loyalton Ranch (APNs 147- 040-002, 147-050-002, 147-050-003, 147-050-019, 147-050-020, 147-070-004, 147-070-005, 147-080-001, 147-080-003, 147-080-011, 147-080-014, 147-080- 015, 016-070-012, 016-080-007, 016-080-008, 016-090-011, 016-090-059, 016- 100-001, 016-100-004, 016-100-005, 016-100-006, 021-010-003, 021-010-006, 021-010-012, 021-010-013 and 021-020-001)
Thank you for submitting your surplus land documentation, on behalf of the City of Santa Clara (City), for review by the Department of Housing and Community Development (HCD).

We received your complete documentation on December 23, 2022. This letter constitutes HCD’s initial written comments pursuant to Government Code section 54230.5 of the Surplus Land Act (SLA), for the property located at APNs 147-040-002, 147-050-002, 147-050-003, 147-050-019, 147-050-020, 147-070-004, 147-070-005, 147-080-001, 147-080-003, 147-080- 011, 147-080-014, 147-080-015, 016-070-012, 016-080-007, 016-080-008, 016-090-011, 016- 090-059, 016-100-001, 016-100-004, 016-100-005, 016-100-006, 021-010-003, 021-010-006, 021-010-012, 021-010-013 and 021-020-001, including provisional permission to proceed with the sale or lease.

According to your letter and included documents, a conditional Resolution declaring the property to be surplus was issued on June 7, 2022 and Notices of Availability (NOA) were sent to all the required entities on June 22, 2022. During the required 60-day period, no affordable housing entity expressed interest in the properties. The City has also enclosed the appropriate draft affordability covenant, requiring 15 percent affordable housing, to be recorded against the property.

If the submitted documentation is complete and accurate, HCD determines that you have met all the requirements under the SLA for the purposes of disposing of the surplus land located at APNs 147-040-002, 147-050-002, 147-050-003, 147-050-019, 147-050-020, 147-070-004, Manuel Pineda, Assistant City Manager