Agenda packet — City Council and Authorities Concurrent, June 27, 2023 (part 2 of 13)

City of Santa Clara
Attachment No. 1
Bid Summary
23-424
R

EPORT TO COUNCIL

SUBJECT
Action on Award of Contract for the City of Santa Clara Utilities Corporation Yard Renovation P
roject to Ron Paris Construction
BID S
UMMARY Bid Opening Date: April 6, 2023
ENGINEER’S ESTIMATE: $ 750,000
Contractor Total Bid ($) Percentage above/below
Engineer’s Estimate
Ron Paris Construction $704,248 -6%

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-525 Agenda Date: 6/27/2023

REPORT TO COUNCIL

SUBJECT
Actions on Award of Contract for the 2023 Americans with Disabilities Act (ADA) Curb Ramps Project to Villalobos & Associates, Inc., and Related Budget Amendments

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The 2023 ADA Curb Ramps Project (Project) consists of constructing Americans with Disabilities Act (ADA) compliant curb ramps at 12 intersections (Attachment 1). The scope of work includes demolishing existing concrete, making slight modifications to adjacent surfaces to accommodate the new curb ramps, updating traffic striping and pavement markings, and other necessary work to complete the Project.

The installation of ADA curb ramps continues the City’s efforts to enhance accessibility in the public right-of-way for those with disabilities. The locations where curb ramps will be installed include locations requested by the public.

The Project is funded through a combination of Transportation Development Act Article 3 (TDA 3) funds and the City’s General Fund. In May 2022, Council approved filing an application for allocation of TDA 3 funding for FY 2022/23 for use towards construction of curb ramps, and in September 2022, the Metropolitan Transportation Commission (MTC) approved the allocation. In February 2023, Council appropriated TDA 3 funding in the amount of $309,078 and established the Citywide Priority Curb Ramp project in the Capital Improvement Program budget.

Beyond the contractors and suppliers who viewed the RFB through Periscope S2G, additional vendors were also able to view the RFB as members of various plan rooms and builder exchanges.

In addition, staff also reached out directly to distribute the RFB to contractors and vendors who have previously viewed similar projects in the past.

On May 11, 2023, bids for the Project were opened via video conference. The City received seven bids from Villalobos & Associates, Inc., SBV Concrete Inc. (dba Valley Concrete), ASG Builders, JJR Construction, Inc., Sposeto Engineering, Inc., FBD Vanguard Construction, Inc., and Wattis Construction Company ranging from $470,733 to $689,864. The Bid Summary is included as Attachment 2.

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23-525 Agenda Date: 6/27/2023
The lowest bid was submitted by Villalobos & Associates, Inc. (Villalobos) in the amount of $470,733, which is 6 percent below the Engineer’s Estimate of $500,860. Villalobo’s bid was reviewed by the Department of Public Works (DPW) and the City Attorney’s Office for compliance with the terms and conditions of the bid documents and has been determined to be the lowest responsive and responsible bid. Staff recommends awarding the contract to Villalobos & Associates, Inc.

Award of the contract will allow construction to commence in order to complete the curb ramps during late summer and fall 2023. The contract includes prevailing wage requirements.

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

FISCAL IMPACT
The approximate cost of the contract is $470,733, plus a 10 percent contingency of $47,073 for any potential change orders, for a total not-to-exceed contract amount of $517,806.

Transportation Development Act Article 3 (TDA 3) funding in the amount of $309,078 is available in the Citywide Priority Curb Ramp project (CIP 1287) in the Streets and Highways Capital Fund for the contract. Staff recommends transferring $207,228 from the Annual Curb Ramp Installation project (CIP 1250) in the Streets and Highways Capital Fund to the Citywide Priority Curb Ramp Project for the remaining funding necessary for the award of contract. The Annual Curb Ramp Installation project is supported by the General Fund Capital Projects Reserve and is to be used to replace existing curb ramps that do not comply with current ADA guidelines and/or the installation of new curb ramps to remove barriers for accessibility in the public right-of-way.

In addition, staff recommends transferring $1,500 from the Water Utility Capital Fund to the Citywide Priority Curb Ramp project for the portion of the project costs associated with those funds based on the bid. The removal and replacement of water valve boxes is part of the work necessary for installing the curb ramps.

Budget Amendment FY 2022/23
Current Increase/
(Decrease)
Revised
Water Utility Capital Fund
Transfers To Streets and Highways Capital
Fund
$0 $1,500 $1,500
Fund Balance Unrestricted Fund Balance$13,893,789 ($1,500) $13,892,289 Streets and Highways Capital Fund
Transfers From
Water Utility Capital Fund$0 $1,500 $1,500
Expenditures
Annual Curb Ramp Installation$698,848 ($207,228) $491,620 Citywide Priority Curb Ramp$309,078 $208,728 $517,806
City of Santa Clara Printed on 6/21/2023Page 2 of 3
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23-525 Agenda Date: 6/27/2023
Budget Amendment FY 2022/23
Current Increase/
(Decrease)
Revised
Water Utility Capital Fund
Transfers To Streets and Highways Capital
Fund
$0 $1,500 $1,500
Fund Balance Unrestricted Fund Balance$13,893,789 ($1,500) $13,892,289 Streets and Highways Capital Fund
Transfers From
Water Utility Capital Fund$0 $1,500 $1,500
Expenditures
Annual Curb Ramp Installation$698,848 ($207,228) $491,620 Citywide Priority Curb Ramp$309,078 $208,728 $517,806

COORDINATION
This report has been coordinated with the Finance Department, Water & Sewer Utilities Department, and the City Attorney’s Office.

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

RECOMMENDATION

1. Determine the proposed project qualifies for a Categorical Exemption under CEQA Guidelines Section 15301;

2. Award the Public Works Contract for the 2023 ADA Curb Ramps Project to the lowest responsive and responsible bidder, Villalobos & Associates, Inc., in the amount of $470,733, funded in the Streets and Highways Capital Fund, and authorize the City Manager to execute any and all documents, in a final form approved by the City Attorney, associated with, and necessary for the award, completion, and acceptance of this Project;

3. Authorize the City Manager to execute change orders up to 10 percent of the original contract price, or $47,073, for a total not to exceed amount of $517,806, funded in the Streets and Highways Capital Fund; and

4. Approve the following FY 2022/23 Budget Amendments:

A. In the Water Utility Capital Fund, establish a transfer of $1,500 to the Streets and Highways Capital Fund and decrease the Unrestricted Ending Fund Balance in the amount of $1,500 (five affirmative Council votes required for the use of unused balances); B. In the Streets and Highways Capital Fund, recognize a transfer in from the Water Utility Capital Fund in the amount of $1,500, decrease the Annual Curb Ramp Installation project in the amount of $207,228, and increase the Citywide Priority Curb Ramp project in the amount of $208,728 (five affirmative Council votes required to appropriate additional revenue ).

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Jōvan D. Grogan, City Manager

ATTACHMENTS

1. Project Location Maps

2. Bid Summary
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LOCATION MAP 1
0 Proposed Curb Ramp Location
LEGEND
ATTACHMENT 1
2023 ADA CURB RAMPS PROJECT
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2023 ADA CURB RAMPS PROJECT
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LEGEND
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ATTACHMENT 1
2023 ADA CURB RAMPS PROJECT
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LEGEND
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ATTACHMENT 1
2023 ADA CURB RAMPS PROJECT

Page 1 of 1 ends

Attachment No. 2
Bid Summary

2023 ADA CURB RAMPS PROJECT (CE 22-23-03)

BID SUMMARY Bid Opening Date: May 11, 2023
ENGINEER’S ESTIMATE: $ 500,860.00
Contractor Total Bid ($) Percentage above/below
Engineer’s Estimate
Villalobos & Associates, Inc. $ 470,733.00 6.0% below
SBV Concrete Inc. dba Valley
Concrete $ 493,529.29 1.5% below
ASG Builders $ 504,817.60 0.8% above
JJR Construction, Inc. $ 528,829.50 5.6% above
Sposeto Engineering, Inc. $ 534,201.00 6.7% above
FBD Vanguard Construction, Inc. $ 582,423.00 16.3% above Wattis Construction Co. $ 689,864.00 37.7% above

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-588 Agenda Date: 6/27/2023

REPORT TO COUNCIL

SUBJECT
Action on Award of Contract for the Westwood Oaks Park Playground Rehabilitation Project to Robert A. Bothman Construction and Related Budget Amendments

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure Enhance Community Sports, Recreational and Arts Assets

BACKGROUND
Westwood Oaks Park is located at 460 La Herran Drive and is bounded by residential homes on three sides except for eastside park frontage on La Herran Drive. The Park was constructed in 1961 and since then has been operating without any major improvements. The 2018 Kitchell Facility Condition Assessment Report identified existing playground and site amenities as in critical condition and in need of rehabilitation.

On July 6, 2021, City Council approved an Agreement with Gates and Associates Architecture, Inc. (Gates) for the first phase of the Westwood Oaks Park Playground Rehabilitation (Project), which included conducting a detailed site and facility condition assessment, technology needs assessment, ADA evaluation, community outreach, and preparing an overall site specific plan and schematic design for the playground rehabilitation. On April 19, 2022, City Council approved the Westwood Oaks Park Master Plan Update, the playground schematic design, and Measure R Ordinance as well as Amendment No. 1 to the agreement with Gates to complete the second phase of the Project. The efforts provided by Gates include preparing bid documents (plans, specifications, and engineer’s estimate - PS&E) for public works bidding, assisting with obtaining necessary permits, and providing engineering support services during bid and construction.

The Project as approved generally consists of improvements such as landscaping and irrigation, a half-size basketball court, site furnishings, lighting, utilities, a concrete loop path, and new/expanded accessible age-appropriate play areas.

DISCUSSION
In April 2023, a competitive Request for Bids (RFB) for construction of the Project was published on the City’s bid notification system, Periscope S2G. The RFB was viewed by over 64 vendors, including contractors, suppliers, plan rooms, and builder exchanges, among others. Additional vendors were able to view the RFB as members of various plan rooms and builder exchanges. Staff also reached out directly to contractors and vendors who had viewed similar past projects.

On May 18, 2023, bids for the Project were opened via video conference. Four bids were received ranging from $2,767,000 to $3,667,777. The Bid Summary is included as Attachment 1. The lowest City of Santa Clara Printed on 6/22/2023Page 1 of 3
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23-588 Agenda Date: 6/27/2023
bid was submitted by Robert A. Bothman Construction (“Bothman”) in the amount of $2,767,000.

Bothman’s bid was reviewed by staff for compliance with the terms and conditions of the bid documents and has been determined to be a responsive and responsible bid. Staff recommends awarding the construction contract to Robert A. Bothman Construction.

Award of contract will enable construction of the Project to commence with substantial completion anticipated in fall 2024. The date may be subject to change based on, if any, unforeseen conditions are discovered during construction. The contract includes prevailing wage requirements.

ENVIRONMENTAL REVIEW
The action being considered is categorically exempt from the California Environmental Quality Act (“CEQA”) pursuant to the following sections of the CEQA Guidelines:
· Section 15302 (Class 2 - Replacement or Reconstruction): The project would replace and reconstruct existing facilities on the same site and with substantially the same purpose and capacity as the structure replaced.
· Section 15303 (Class 3 - New Construction or Conversion of Small Structures): The project will construct limited numbers of new, small facilities or structures and equipment. The proposal would expand the existing playground area by approximately 6,600 square feet and put new playground equipment in the existing park.
· Section 15304 (Class 4 - Minor Alterations to Land), and 15304(b) (Class 4(b) - replacement of existing landscaping with water efficient landscaping): The project would make minor alterations in the condition of land, water and/or vegetation which do not involve the removal of healthy, mature scenic trees, and would include the replacement of existing conventional landscaping with water efficient landscaping. The proposal would remove the unhealthy eucalyptus trees and entry trees that have structural issues and replace them with drought- tolerant species.

FISCAL IMPACT
The approximate cost of the contract is $2,767,000, plus a 15 percent contingency of $415,050 for any potential change orders, for a total not-to-exceed contract amount of $3,182,050. Staff recommends including the 15 percent contingency to cover any potential unforeseen issues that may arise when working with existing park infrastructure.

Partial funding of $1,833,384 is available in the Westwood Oaks Park Playground Rehabilitation project in the Parks Capital Fund. Staff recommends a budget amendment to increase the project budget by $1,421,000 from Mitigation Fee Act funds, for a total budget of $3,254,384. The amendment includes the remaining amount needed to fully fund the construction contract and approximately $72,000 for other miscellaneous project costs, such as permitting, printing, and special inspection.

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23-588 Agenda Date: 6/27/2023
Budget Amendment
FY 2023/24
Parks and Recreation Capital Fund Current Increase/
(Decrease)
Revised
Fund Balance
Mitigation Fee Act $13,538,446 ($1,421,000) $12,117,446 Expenditures
Westwood Oaks Park $1,833,384 $1,421,000 $3,254,384
Playground Rehabilitation

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

RECOMMENDATION

1. Determine the project to be exempt from CEQA under Public Resources Code Section 15302 (Class 2 Categorical Exemption); Section 15303 (Class 3 Categorical Exemption); and Section 15304 (Class 4 Categorical Exemption);

2. Award the Public Works Contract for the Westwood Oaks Park Playground Rehabilitation Project to the lowest responsive and responsible bidder, Robert A. Bothman Construction, in the amount of $2,767,000 and authorize the City Manager to execute any and all documents associated with, and necessary for the award, completion, and acceptance of this Project, in final forms approved by the City Attorney;

3. Authorize the City Manager to execute change orders up to approximately 15 percent of the original contract price, or $415,050, for a total not-to-exceed amount of $3,182,050 funded by the Parks and Recreation Capital Fund; and

4. Approve the following FY 2023/24 budget amendment in the Parks and Recreation Capital Fund to increase the Westwood Oaks Park Playground Rehabilitation project appropriation by $1,421,000 and decrease the Parks and Recreation Capital Fund Mitigation Fee Act fund balance by the same amount (five affirmative Council votes required for the use of unused balances).

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Jōvan D. Grogan, City Manager

ATTACHMENTS

1. Bid Summary
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City of Santa Clara

Attachment No. 1
Bid Summary

23-588

REPORT TO COUNCIL

SUBJECT
Action on Award of Contract for the Westwood Oaks Park Playground Rehabilitation Project to Robert A. Bothman Construction and Related Budget Amendments

BID SUMMARY Bid Opening Date: May 18, 2023
ENGINEER’S ESTIMATE: $ 3,495,830.00
Contractor Total Bid ($) Percentage above/below
Engineer’s Estimate
Robert A. Bothman Construction $2,767,000.00 -21%
Redgwick Construction

$2,877,847.00 -18%
Suarez and Munoz Construction $2,954,437.00 -15%
JPB Designs, Inc. $3,667,777.00 5%

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-677 Agenda Date: 6/27/2023

REPORT TO COUNCIL

SUBJECT
Action on Award of Purchase Orders for Citywide As-Needed Interior and Exterior Painting Services

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The Department of Public Works (DPW) has the responsibility of maintaining and repairing approximately 1,100,000 square feet of buildings located throughout the City. To effectively handle the workload required for maintaining these facilities, DPW utilizes vendors to provide assistance with various services. One such service that is contracted out is as-needed interior and exterior painting services at various locations, including City Hall, Santa Clara Convention Center, Old Courthouse, Police Building, Central Library, Northside Library, Senior Center, and Fire Stations.

DISCUSSION
Pursuant to City Code Section 2.105.140(c), a formal Request for Bids (RFB) was conducted as the solicitation method for this procurement with award to the lowest responsive and responsible bidder (s). The RFB allowed the City to make multiple awards at its sole discretion if determined to be in the City’s best interest.

On April 6, 2023, staff published RFB# 22-23-76 for As-Needed Interior and Exterior Painting Services on the City’s e-procurement system. Three bids were received by the deadline. The table below represents DPW’s estimated annual total, which is calculated by multiplying the hourly rates submitted by the vendors by the estimated annual usage (in hours).

Bidder Estimated Annual Total
Armstrong Painting, Inc. $148,870.00
Fairway Painting $167,455.50
Aiden’s Quality Painting, Inc. $184,050.00
Staff is recommending primary award to Armstrong Painting, Inc. as the lowest responsive and responsible bidder. In addition, staff is recommending award to Fairway Painting and Aiden’s Quality Painting, Inc. in the event that Armstrong Painting is unavailable. By having multiple vendors, DPW can prevent any potential delays if Armstrong Painting is unavailable due to scheduling conflicts, staff shortages, or an increase in workload.

The compensation under each Purchase Order will be on a time and materials basis. The rates will be fixed for the initial one-year term. After the initial term, price adjustments will be considered if City of Santa Clara Printed on 6/22/2023Page 1 of 2
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23-677 Agenda Date: 6/27/2023
properly substantiated by the vendors and approved by the City. In addition, there are four one-year options to extend the term of the Purchase Orders for a total of five years, assuming all options are exercised.

The vendors will provide a range of painting services including touch-up work to update offices, walls, and ceilings, as well as supporting larger projects at the Police Department building, the Convention Center garage, and historic properties managed by DPW.

Prevailing wages will be paid under these purchase orders.

ENVIRONMENTAL REVIEW
The action being considered is exempt for the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15301 “Existing Facilities” as the activity consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities mechanical equipment or topographical features involving negligible or no expansion of use beyond that existing at the time of the lead agencies determination.

FISCAL IMPACT
The amount to be paid to the contractors over the initial one-year term shall not exceed $200,000.

The estimated cost of as-needed services is based on an estimate of past years’ expenditures and future planned projects. The majority of costs will be charged to the relevant departments and their respective funding sources based on the locations where the services are rendered. Sufficient budget is available to fund anticipated painting services in FY 2023/24. Costs beyond FY 2023/24 are subject to appropriation of funds by the City Council.

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

RECOMMENDATION

1. Authorize the City Manager to execute Purchase Orders with Armstrong Painting, Inc., Fairway Painting, and Aiden’s Quality Painting, Inc. for as-needed interior and exterior painting services for an initial one-year term starting on or around July 1, 2023 and ending on or around June 30, 2024 for a maximum aggregate amount not-to-exceed $200,000, funded by various City funds; and

2. Authorize the City Manager to exercise up to four one-year options to extend the term of the Purchase Orders, subject to compensation increases consistent with market rates not-to-exceed $250,000 per year and the appropriation of funds.

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Jōvan D. Grogan, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-732 Agenda Date: 6/27/2023

REPORT TO COUNCIL

SUBJECT
Actions on a Density Bonus Agreement (DBA) with Santa Clara Pacific Associates to Allow a Multifamily Housing Development with 198 Affordable Rental Units at 80 Saratoga Avenue and Delegation of Authority to the City Manager to Negotiate and Execute Future DBAs in Accordance with Santa Clara City Code Section 18.78.060.

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

BACKGROUND
Santa Clara Pacific Associates (Owner/Developer) is proposing to construct a 100% affordable housing project with two hundred (200) units located at 80 Saratoga Avenue (Project). On September 14, 2022, an architectural review of the Project’s six-story mixed-use development was approved at the Development Review Hearing.

The project is a 100 percent affordable housing development with 200 dwelling units which will include four floor plans types consisting of studios, one-, two- and three-bedroom units ranging from 416 square feet to 1,047 square feet in size. Affordability is determined based on the ability of households to pay rent depending upon household income level as a percentage of the average median income (AMI) for the County, with adjustments made for household size. Of the units, 198 units are to be provided to low income households earning no more than 80% of the AMI, and two are unrestricted on-site resident manager units.

As a condition of the land use entitlements and per the City’s Affordable Housing Ordinance’s (AHO) affordable housing requirements, a share of all newly constructed dwelling units in residential developments of ten (10) or more units must provide at least fifteen percent (15%) of the units at affordable housing costs made available at affordable rental prices to for extremely low, very low, low and moderate income households as long as the distribution of affordable units averages to a maximum of one hundred percent (100%) of area median income. The Developer is required to enter into an Affordable Housing Agreement (AHA) with the City to designate the Project’s total AHO obligation of 30 units prior to the issuance of building permits.

Additionally, the Project was approved under the State Density Bonus Law in which the City has established the Density Bonus Ordinance (DBO) in accordance with California Government Code Section 65915 et seq, as amended. The DBO, grants a density bonus and regulatory concessions and/or incentives when a developer seeks and agrees to provide a minimum number of housing units with affordable rents to very low or lower income households. The Developer is required to enter into a Density Bonus Housing Agreement (DBA) prior to issuance of building permits. Attachment 1 includes a copy of the proposed DBA.

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DISCUSSION
Density Bonus Agreement for 80 Saratoga Avenue Affordable Housing Project The proposed DBA for 80 Saratoga Avenue is consistent with the income level pursuant to the standards of the DBO, and also satisfies the applicable provisions of the City’s AHO. Approval of the proposed DBA will add much needed affordable housing to the City without any City subsidy. The project will rely on low income housing tax credits, tax exempt bonds, and higher density to subsidize rents.

Density Bonus Agreement Approval Process
The Housing and Community Services Division processes several DBAs each year for rental housing developments. Staff has developed standardized templates working with City Attorney’s office. Staff recommends delegating authority to the City Manager to execute and amend DBAs that are consistent with the requirements per the Santa Clara City Code Section 18.78.060, subject to final review and approval as to form by the Office of the City Attorney. All projects not in conformance to the Density Bonus Ordinance would continue to be brought to the City Council for approval.

On December 6, 2022, the City Council approved a similar request and delegated authority to the City Manager to execute or amend affordable housing agreements in accordance with the provisions of SCCC Chapter 17.40 subject to final review and approval of such agreements by the Office of the City Attorney. Delegating authority to the City Manager to execute form agreement will help streamline the review and approval process.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(5) in that it is a governmental organizational or administrative activity that will not result in direct or indirect changes in the environment. DBA Projects that comply with Senate Bill 35 and objective standards are ministerial and therefore are not subject to CEQA review.

FISCAL IMPACT
There is no fiscal impact to the City for processing the requested application other than administrative time and expense typically covered by processing fees paid by the applicant.

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

RECOMMENDATION

1. Approve and authorize the City Manager or designee, to execute the Density Bonus Agreement with Santa Clara Pacific Associates for a 200 affordable housing project at 80 City of Santa Clara Printed on 6/22/2023Page 2 of 3
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23-732 Agenda Date: 6/27/2023
Saratoga Avenue on the terms presented, in a final form approved by the City Attorney.

2. Adopt a Resolution delegating to the City Manager the authority to negotiate, execute, or amend Density Bonus Agreements in accordance with the provisions of Santa Clara City Code Section 18.78.060, subject to final review and approval of such agreements by the Office of the City Attorney. All projects requiring an exception or modification to the City’s standard Density Bonus Agreement shall continue to be brought to the City Council for approval.

Reviewed by: Andrew Crabtree, Director of Community Development Approved by: Jōvan D. Grogan, City Manager

ATTACHMENTS

1. 80 Saratoga Avenue Density Bonus Agreement

2. Resolution
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RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

CITY OF SANTA CLARA
Office of the City Clerk
1500 Warbmion Avenue
Santa Clara, California 95050
(This space is for Recorder's Use)
This Agreement is recorded at the request and for the benefit of the City of Santa Clara and is exempt from the payment of a recording fee pursuant to Government Code Sections 27383 and 6103.

AFFORDABLE HOUSING AND DENSITY BONUS AGREEMENT
This Density Bonus Agreement (this "Agreement") is entered into as of this May , 2023, by and between the CITY OF SANTA CLARA, a chartered California municipal corporation (the "City"), and Santa Clara Pacific Associates, a California limited pminership (the "Developer"). The City and Developer are individually refe1Ted to herein as a "Party" and collectively referred to as the "Parties".

RECITALS
This Agreement is made and entered into with regard to the following facts, each of which is acknowledged as trne and correct by the Parties to this Agreement:

A. Developer owns ce11ain real prope1iy located at 80 Saratoga A venue in the City of Santa Clara, California (the "Property"), legally described in Exhibit A attached hereto and incorporated herein by reference, and owns the improvements now or hereafter located thereon.

B. Chapter 17.40 of the Santa Clara City Code ("Affordable Housing Requirements") requires that a share of all newly constrncted dwelling units in residential developments often (10) or more units must provide at least fifteen percent (15%) of the units at affordable housing costs made available at affordable rental prices to extremely low, ve1y low, low and moderate income households as long as the distribution of affordable units averages to a maximum of one hundred percent ( 100%) area median income. Residential rental projects of fewer than ten units may either provide an affordable unit or pay an in-lieu fee identified for residential rental projects in the affordable housing master fee schedule.

C. Chapter 18.78 of the Santa Clara City Code (the "Density Bonus Ordinance"), provides that the City shall, in accordance with California Government Code Section 65915 et seq, as amended (the "State Density Bonus Code"), grant a density bonus and regulat01y concessions and/or incentives when a developer seeks and agrees to provide a minimum number of housing units with affordable rents to very low or lower income households.

D. Developer intends to constrnct upon the Prope1iy a mixed-use development comprising 200-units of housing (including 2 manager's unit) and approximately 8,625 square feet of ground floor commercial space (the "Project") pursuant to the Entitlement (as defined below) and is therefore subject to the Affordable Housing Requirements and Density Bonus Density Bonus Agreement/SO Saratoga A venue Page 1 of 18 Ordinance.

E. Developer has agreed that one hundred percent of all units in the Project, including total units and density bonus units, but exclusive of a manager's unit or units, are for Lower Income Households, as defined in Section 50053 of the Health and Safety Code, in accordance with Section 65915(b)(l)(G) of the Govemment Code; and the Project is located within one-half mile of a major transit stop in accordance with Section 65915(f)(3)(D)(ii) of the Govemment Code. Therefore, the City shall not impose any maximum controls on density with respect to the Project pursuant to Section 65915(f)(3)(D)(ii) of the Govemment Code.

F. Developer has agreed that at the Project will include at least twenty percent (20%) low-income units meeting the criteria of Section 65915(b)(l)(B), in accordance with Section 65915(p)(2)(A) of the Govemment Code; and the Project is located within one-half mile of a major transit stop and there is unobstructed access to the major transit stop from the Project in accordance with Section 65915(p)(2)(A) of the Govemment Code. Therefore, the City shall not impose a vehicular parking ratio that exceeds 0.5 spaces per dwelling unit in accordance with Section 65915(p)(2)(A) of the Govemment Code.

G. The Developer's provision of one hundred ninety eight (198) units at the 80% AMI or less Income level pursuant to the standards of the Density Bonus Ordinance, also satisfies the Affordable Housing Requirements.

H. City and Developer desire to enter into this Agreement pursuant to the applicable prov1s1ons of the Affordable Housing Ordinance, Density Bonus Ordinance and the State Density Bonus Code.

AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein, the pmiies hereto agree as follows:

1. Definitions. For purposes of this Agreement, the te1ms listed below shall have the meanings thereafter specified:
(a) "Adjusted for Household Size Appropriate for the Unit" means "adjusted for family size appropriate to the unit" as such te1m is used in Section 50053 of the Health and Safety Code (including as defined in Section 50052.5(h) of the Health and Safety Code through Section 50053(d) of the Health and Safety Code). (b) "Affordable Rent" means the applicable affordable rent for Income Eligible Households as provided in Sections 50052.5 and 50053 of the Health and Safety Code as may be amended from time to time; provided, however, that the Affordable Rent for TCAC Units shall be the applicable TCAC Rent.
(c) "Affordable Unit" means the one hundred ninety eights (198) dwelling units that will be offered for rent exclusively to an Income Eligible Household at an Affordable Rent pursuant to this Agreement.

Density Bonus Agreement/SO Saratoga A venue Page 2 of 18 (d) "Annual Report" shall have the meaning defined in Section 12. (e) "Certificate of Occupancy" means one or more temporary or permanent certificate(s) of occupancy that pe1mit the occupancy of all Affordable Units in the Project. (f) "City Representative" means the City Manager of the City or his or her designated representative.
(g) "Developer" means the person or entity defined as such in the introduct01y paragraph of this Agreement, and includes all successors and assigns of that person or entity.
(h) "Entitlement" means, collectively, (1) the City of Santa Clara Action on Sustainable Communities Project Exemption and Architectural Approval for a 200-Unit Affordable Mixed-Use Project Located at 80 Saratoga Avenue, File Number PLN21-15214, approved on September 14, 2022; (2) all pe1mits issued pursuant any of the foregoing. (i) "HCD" means the California Department of Housing and Community Development.
(j) "Income Eligible Household" shall mean a Lower Income Household which is eligible to rent a pmiicular Affordable Unit.
(k) "Lower Income Households" means lower income households, as defined by Section 50079.5 of the Health and Safety Code. (1) "Lower Income Units" mean Affordable Units restricted to occupancy by Lower Income Households at the applicable Affordable Rent. (m) "Moderate Income Households" means moderate income households, as defined by Section 50093 of the Health and Safety Code. (n) "Monitoring Fee" means the Multi-Family Monitoring Fee that is published in the City's Municipal Fee Schedule and updated from time to time, to be paid annually by Developer to the City in accordance herewith (and which amount as of the date hereof is a fee of One Hundred Nineteen Dollars ($122) per Non-TCAC). ( o) "Non-TCAC Unit" means thiliy-nine (39) of the Affordable Units designated as using Affordable Rents in the Unit Allocation. (p) "Original Unit" shall have the meaning defined in Section 7(b). (q) "Project" has the meaning defined in Recital C.
(r) "Property" shall have the meaning defined in Recital A. (s) "TCAC" means the California Tax Credit Allocation Committee. (t) "TCAC Rent" means an amount consistent with the maximum rent levels Density Bonus Agreement/SO Saratoga A venue Page 3 of18 for a housing development that receives an allocation of state or federal low-income housing tax credits from TCAC and applicable to the particular Income Eligible Household, including any applicable Utility Allowance.
(u) "TCAC Units" means one hundred and fifty nine (159) of the Affordable Units designated as using TCAC Rents in the Unit Allocation. (v) "Unit Allocation" means the unit allocation in Exhibit B attached hereto and incorporated herein by reference.
(w) "Utility Allowance" means an amount designated by the Santa Clara County Housing Authority as a reasonable estimate of the cost of utilities for an Income Eligible Household, for purposes of calculating the applicable Affordable Rent; provided, however, that the Utility Allowance for TCAC Units shall be based on the applicable TCAC Rent.

2. Project Approvals.
(b) The Project shall be developed and operated in accordance with the Entitlement, all applicable City zoning standards, as modified by the density bonus granted to the Project under the Density Bonus Ordinance and the State Density Bonus Code. The Project shall be constructed in compliance with all applicable building codes and standards, as such may be modified from time to time. The Recitals are hereby incorporated into this Agreement. ( c) Within twenty (20) business days of the recording of this Agreement, Developer shall provide evidence reasonably acceptable to the City that the recording and priority of this Agreement is in compliance with the Density Bonus Ordinance and State Density Bonus Code (the "Recording Requirements"). If the recording and priority of this Agreement is not in compliance with the Recording Requirements, then the City shall have the right to suspend building permits for the Project or withhold Certificates of Occupancy for the Project until Developer causes this Agreement to comply with the Recording Requirements to the City's reasonable satisfaction.

3. Affordable Units.
(b) Developer hereby agrees that one hundred ninety eight (198 rental housing units in the Project shall be rented exclusively to Income Eligible Households at an Affordable Rent, and two (2) housing unit shall be a non-revenue manager's unit. ( c) The Affordable Units shall set aside and leased in accordance with the Unit Allocation, and shall be no less attractive or desirable on average (whether because of convenient access, views, amenities, or other reasons) than the other units in the Project that are not the Affordable Units. The allocation of the Affordable Units shall not be changed without the prior written approval of the City Representative.

4. Income Limits and Affordable Rents. The applicable income limits and Affordable Rents for Affordable Units, including Utility Allowances, shall be those established under California Health & Safety Code Section 50053, as may be amended from time to time (which income limits in effect as of the date of this Agreement are attached hereto as Exhibit B Density Bonus Agreement/SO Saratoga A venue Page 4 ofl8 and incorporated herein by this reference), except that the TCAC Units shall be subject to TCAC Rents. It shall be the obligation of Developer to annually obtain from City or any other applicable source the applicable income limits and Affordable Rents, as they may be adjusted from time to time.

5. Publication and Notification of Availability of Affordable Units. Upon the request of the City Representative, whenever one or more Affordable Unit(s) becomes available, Developer shall publish notices of the availability of Affordable Units using commercially reasonable efforts, including but not limited to, in newspapers circulated widely in the City of Santa Clara, including newspapers that reach minority communities. The advertisements should briefly explain that the Project includes affordable housing, state the applicable income requirements, indicate where applications are available and provide a telephone number for questions. The City Representative will notify Developer of any changes to the publication requirement should the City's marketing and outreach program for Affordable Units be revised.

6. Tenant Qualification for Rental Units.
(b) Developer agrees to rent the Affordable Units solely to Income Eligible Households, at not more than the applicable Affordable Rent. ( c) Developer must take reasonable steps to ce1iify the income level of prospective occupants of an Affordable Unit, at the time of the initial rental, and annually thereafter. Developer may request an income certification from the proposed occupant of the Affordable Unit in one or more of the following methods:
(i) Obtain two (2) most recent paycheck stubs from all proposed occupants;
(ii) Obtain a tlue copy of income tax returns from all proposed occupants for the most recent tax year in which a return was filed; (iii) Obtain an income verification ce1iification from the employer of all proposed occupants;
(iv) Obtain an income verification ce1iification from the Social Security Adininistration and/or the California Depaiiment of Social Services if any proposed occupants receive assistance from such agencies; or
(v) Obtain an alternate fonn of income verification acceptable to the City Representative.
( c) Developer shall apply the same rental terms and conditions to tenants of Affordable Units as are applied to all other tenants, except as otherwise required to comply with this Agreement (i.e., rent levels, occupancy restrictions and income requirements) and/or government subsidy programs. Discrimination based on subsidies received by the prospective tenant is prohibited.
(d) Commencing upon the issuance of the Ce1iificate of Occupancy, Density Bonus Agreement/SO Saratoga A venue Page 5 of 18 Developer shall pay City on an annual basis, due on the same date as the Annual Rep01i, the Monitoring Fee.

7. Changes in Tenant Income.
(a) If the income of a tenant occupying an Affordable Unit decreases below the category for which the tenant originally qualified, the tenant shall continue to have the right to reside in the Affordable Unit, provided the tenant pays the rent and performs his other obligations to Developer.
(b) If the income of a tenant occupying an Affordable Unit increases above the category for which the tenant originally qualified but remains below 140% of the AMI that originally qualified the tenant [or 60% AMI if an income averaging project], the tenant may remain in the unit (the "Original Unit") at the tenant's new applicable Affordable Rent, as long as the next vacant unit is re-designated for the income category previously applicable to the Original Unit.
(c) Units may be re-designated per Section 7(b) of this Agreement by entering into and recording an amendment to this Agreement, revising Exhibit B hereto. ( d) So long as the Developer complies with the procedures set forth in this Section 7, Developer shall not be in violation of this Agreement due to a tenant's income eventually exceeding the income limit for the Affordable Unit occupied by that tenant.

8. Waiting List for Affordable Housing Units.
(a) The City or its designee will maintain a waiting list of qualified persons which shall be provided to Developer upon notification of vacancy or pending vacancy. (b) If City no longer maintains a waiting list, Developer shall be responsible for maintaining a written Waiting List of households that have contacted Developer and expressed an interest in an Affordable Housing Unit. That list shall include appropriate contact inf01mation for notifying the interested households when a vacancy in an Affordable Housing Unit occurs. Names on the Waiting List will be listed in order of the date ofreceipt of notice of interest and contact information from the prospective applicant. This Waiting List will be kept in Developer's offices and shall be available for City review with reasonable notice. (c) Subject to Developer's use and application of its custommy leasing criteria that is applied to all tenants at the Project (including, without limitation, credit checks, references, etc.), Developer shall select new tenants for the Affordable Housing Units in chronological order ( oldest listing first). Developer shall provide evidence of attempts to contact households on the Waiting List, when requested by the City. ( d) Developer's selection of tenants in the Project shall give preference to Income-Qualified Households in accordance with the Santa Clara Local Preference Criteria, as may be amended from time to time, attached hereto as Exhibit D.

9. Utilization of Affordable Rental Units. All Affordable Units required by this Density Bonus Agreement/SO Saratoga Avenue Page 6 of 18 Agreement shall be leased or rented and fully utilized in accordance with this Agreement; no Affordable Unit shall be withdrawn from the market or otherwise held vacant. The Developer shall provide the City with written notice if any Affordable Unit is not occupied by an Income Eligible Household for more than 60 consecutive days; for each Affordable Unit, such 60-day period shall recommence after the first 60 days.

10. No Sublease. A tenant occupying an Affordable Unit may not sublet the unit without the written permission of both Developer and City, which may be withheld in its sole and absolute discretion. The City shall not grant permission to lease, rent, or sublet the unit if it finds that the prospective tenant or occupant is not an Income Eligible Household. Any individual who subleases an Affordable Unit in violation of the provisions of this Agreement shall be required to forfeit to City all monetary amounts so obtained.

11. Lease Agreement. The form of lease agreement between Developer or its agent and the tenant of any Affordable Unit shall be submitted to the City for its approval and shall include provisions providing for the implementation of Section 7 of this Agreement. If the City has not approved or responded within 10 business days, the Developer shall submit a written reminder, and if the City does not approve or respond to such reminder within an additional 10 business days, then the f01m of lease agreement shall be deemed approved. Notwithstanding anything to the contrary herein, any approval or deemed approval of the lease agreement by the City shall not relieve the Developer of any of its obligations hereunder. A fully executed copy of each lease agreement for an Affordable Unit shall be delivered to the City within ten (10) days after the date of its execution.

12. Maintenance of Units. Developer shall (a) maintain and operate all units on the Property so as to provide decent, safe and sanitary housing consistent with federal housing quality standards; (b) make any required repairs or provide any required cleanup and ( c) provide the Affordable Units with the same levels of services and maintenance as are provided to the other dwelling units on the Property.

13. Affordable Unit Compliance Inspection and Certification. The City may inspect the Affordable Units (subject to the rights of tenant) and any documents or records relating thereto, at any reasonable time upon at least 48 hours prior written notice to determine Developer's compliance with this Agreement. Moreover, the Developer agrees to submit an annual report (the "Annual Report") ce1tifying that all Affordable Units are being leased or rented in compliance with this Agreement no later than the September 30 of each year with respect to the preceding January 1 through December 31 period during the te1m of this Agreement. For TCAC Units, Developer shall submit a copy of the Tax Credit Allocation Committee(TCAC) Repo1t annually at the same time the report is submitted to TCAC. Failure to provide the rep01t to the City may result in the City charging a fee for compliance monitoring of TCAC units

14. Federal and State Laws. Notwithstanding the above provisions, nothing contained herein shall require Developer or City to do anything contrary to or refrain from doing anything required by Federal and State laws and regulations promulgated there under applicable to the constrnction, management, maintenance, and rental of Lower Income Households in the City of Santa Clara.

Density Bonus Agreement/80 Saratoga A venue Page 7 of 18

15. Prohibition Against Discrimination. Developer shall not discriminate against any tenant or potential tenant on the basis of sex, color, race, religion, ancestry, national origin, age, pregnancy, marital status, family composition, sexual orientation, or the potential or actual occupancy of minor children. Developer further agrees to take affomative action to ensure that no such person is discriminated against for any of the above mentioned reasons.

16. Indemnification. Developer shall defend, indemnify and hold harmless the City of Santa Clara and its officers, agents, employees, representatives and volunteers from and against any loss, liability, claim, judgment or expenses relating to or arising from this Agreement, including those claims that arise out of either (a) a breach of this Agreement by Developer, (b) related in any manner to the Developers administration of this Agreement, or ( c) arising out of the City's interest in this Agreement or Affordable Units. This indemnification shall not apply to Claims arising out of conduct of the City, its officers, agents, employees, representatives or volunteers independent of this Agreement or any conduct of the City, its officers, agents, employees, representatives, or volunteers that is willful or grossly negligent.

17. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of City and Developer, and their respective successors, owners and assigns. City reserves the right to designate another public agency or the Housing & Community Services Division of the City of Santa Clara to perform City's obligations or to exercise City's rights and options under this Agreement. Developer reserves the right, upon notice to the City, to freely transfer ownership of the Prope1ty to a limited pmtnership entity controlled by Developer (the "Pmtnership") and may assign all of its rights and obligations under this Agreement to the Pmtnership.

18. Burden to Run with Prope1ty. The covenants and conditions contained herein shall rnn with and burden the Property. Developer shall expressly make the conditions and covenants in this Agreement a pmt of any deed or other instrnment conveying an interest in the Property.

19. Notices. Any notices or reports required by this Agreement shall be deemed received on: (i) the day of delivery if delivered by hand, facsimile or overnight courier service during Consultant's and City's regular business hours; or (ii) on the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below:

To Developer:

Density Bonus Agreement/SO Saratoga A venue
Pacific West Communities, Inc.
430 E. State Street, Suite 100
Eagle, ID 83616
Attn: Caleb Roope
With a copy to:

Central Valley Coalition for Affordable Housing
3351 M Street, Suite 100
Merced, CA 95348
Attn: Christina Alley

Page 8 of 18 ends

To City:

With a copy to:

TPC Holdings IX, LLC
430 E. State Street, Suite 100
Eagle, ID 83616
Attn: Caleb Roope
City of Santa Clara
Housing & Community Services Division
1500 Warbmton Avenue
Santa Clara, California 95050
Attention: Division Manager
With a copy to:

City of Santa Clara
1500 Warbmton Avenue
Santa Clara, California 95050
Attention: City Attorney
The pmties may subsequently change addresses by providing written notice of the change in address to the other pmties in accordance with this Section 18.

20. Governing Law. The laws of the State of California shall govern this Agreement.

Any legal action brought under this Agreement must be instituted in the Superior Comt of the County of Santa Clara, State of California, in an appropriate municipal comt in that County, or in Federal District Comt in the N01them District of California.

21. Attorney's Fees. In any action brought to declare the rights granted herein or to enforce or to interpret any of the te1ms of this Agreement, the prevailing pmty shall be entitled to an award of reasonable attorney's fees in an amount determined by the comt.

22. Costs and Expenses. The Developer shall pay all costs and expenses incmTed to comply with its obligations arising from this Agreement and incmTed by the City or its Housing & Community Services Division and arising from this Agreement, including the review of any requests for approvals made by the Developer.

23. Non-Waiver. Failure to exercise any right City may have or be entitled to, in the event of default hereunder shall not constitute a waiver of such right or any other right in the event of a subsequent default.

24. Fmther Assurances and Recordation. Developer shall execute any fmther documents consistent with the te1ms of this Agreement, including documents in recordable form and do such fmther acts as may be necessary, desirable or proper as City shall from time to time find necessmy or appropriate to effectuate its purpose in entering into this Agreement.

Density Bonus Agreement/SO Saratoga A venue Page 9 of 18

25. Entire Agreement. The text herein and attachments, constitutes the entire agreement between the parties with respect to the matter described herein. This Agreement may be executed in counterpatts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any patty, or anyone acting on behalf of any patty, which are not embodied herein, and that any other agreement, statement or promise not contained in this Agreement shall not be valid or binding.

26. Amendment of This Agreement.
(a) Generally. This Agreement may be amended from time to time in whole or in patt by mutual consent of the original patties or their successors in interest, in accordance with this Agreement, the Santa Clara City Code and California law. (b) Administrative Amendments. Notwithstanding subdivision (a) of this Section, any amendment to this Agreement, whether requested by Developer or City, which does not relate to the tenn set forth in Section 17 or Section 27; the number, percentage or type of Affordable Units; or the number or type of any incentives or concessions given by the City, may be dete1mined by the City Representative to be an Administrative Amendment and if so, the City Representative shall approve the Administrative Amendment without notice or hearing, and this Agreement and its pertinent exhibits shall be automatically amended without fmther action by the patties. A memorandum of the amendment shall be executed and recorded to reflect such Administrative Amendment.

27. Te1m of Agreement. The covenants and restrictions contained in the Agreement shall remain in effect for fifty-five (55) years from the date of Ce1tificate of Occupancy issuance for the Project, including all of the Affordable Units.

28. Severability. If any atticle, section, subsection, te1m or prov1s10n of this Agreement, or the application thereof to any party or circumstance, shall, to any extent, be invalid or unenforceable, the remainder of the atticle, section, subsection, te1m or provision of this Agreement, or the application of the same to patties or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each remaining atticle, section, subsection, te1m or provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

29. Enforcement. The City of Santa Clara is deemed to be the beneficiaty of the te1ms and provisions of this Agreement and the covenants herein, both for and in its own right and for the purposes of protecting the interests of the community and other patties, public or private, for whose benefit this Agreement and the covenants running with the land have been provided. The City shall have the right if any covenants set fo1th in this Agreement are breached, to exercise all available rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it is entitled. No remedy herein confe1red upon or reserved by the City is intended to be exclusive of any other available remedy or remedies, but each and eve1y such remedy shall be cumulative and shall be in addition to eve1y other remedy given under this Agreement or now or hereafter existing at law, in equity Density Bonus Agreement/SO Saratoga A venue Page 10 of 18 or by statute. No delay or omission to exercise any right or power accrning upon any default shall impair any such right or power or shall be constrned to be a waiver of such right or power, but any such right or power may be exercised from time to time and as often as City may deem expedient. In order to entitle the City to exercise any remedy reserved to it in this Agreement, it shall not be necessary to give any notice, other than such notice as may be herein expressly required or required by law to be given.

Developer agrees that, if a breach is not cured within thirty (30) days after written notice by City is provided to Developer, or if such breach cannot be reasonably cured within the thirty (30) day period and Developer has not commenced the curing of such Default, then City shall have all rights and remedies at law or in equity to enforce the curing of such Default.

Additionally, if Developer collects rents from Income-Qualified Households occupying the Affordable Housing Units that require such Income-Qualified Household tenants to pay rent in excess of what is permitted pursuant to this Agreement, and to the extent such excess rents are not required to be reimbursed to the tenants of such Affordable Housing Units, Developer agrees and covenants to reimburse such tenants within ten (10) business days of City's written demand, provided if such tenants cannot be located then the Developer shall pay to the City the full amount of such excess to the City. Developer and City agree that the payment of such excess rent shall be in addition to City's rights and remedies at law or equity.

30. If the City provides Developer with a written notice of violation of this Agreement and Developer has not cured or responded to such notice of violation within one hundred and twenty (120) days, then in addition to City's rights and remedies set forth herein, City shall thereafter have the right to impose a fine of $150 per month per non-compliant unit until Developer has cured or responded to the notice of violation. Developer shall pay such fine within thirty (30) days of City's written demand.
[SIGNATURES FOLLOW ON NEXT PAGE]
Density Bonus Agreement/SO Saratoga A venue Page 11 of 18 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

City:

CITY OF SANTA CLARA,
a chattered California municipal corporation
By:

Jovan D. Grogan, City Manager
APPROVED AS TO FORM:

By:

Glen R. Googins, City Attorney
Density Bonus Agreement/SO Saratoga A venue Page 12 of 18 A notary public or other officer completing this ce11ificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) ss:

COUNTY OF ________ )
On 2023, before me,
Notary Public, personally appeared ____________________ _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I ce11ify under PENALTY OF PERWRY under the laws of the State of California that the foregoing paragraph is true and co1Tect.

WITNESS my hand and official seal.

Signature
[SIGNATURES CONTINUED ON FOLLOWINGE PAGE]
Developer:

Pacific West Communities, Inc., an Idaho Corporation
By:

By:

Caleb Roope, President
[ATTACH NOTARY ACKNOWLEDG11ENT]
Density Bonus Agreement/SO Saratoga Avenue Page 13 of 18 A notmy public or other officer completing this ce1iificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the trnthfulness, accuracy, or validity of that document.

I~
STATEOFGAUFORN~ )
) ss:

COUNTY OF ~ )
On JvV\-e.. It; , 2023, before me \Ltvhj C.o .... ,ll.aA/1 , Notmy Public, personally appeared ~ f{~ ,
who proved to me on the basis of satisfactory evidence to beth\:pernon(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrnment. l~
I certify under PENALTY OF PERJURY under the laws of the State of CBliwrni~ that the foregoing paragraph is trne and correct. ·1:~_...,........,.....,....,. ..... .....,..~--......., KATIE CALLEN WITNESS my hand and official seal.

COMMISSION #65899

NOTARY PUBLIC

STATE OF IDAHO
MY COMMISSION EXPIRES 07/08/2027
A notary public or other officer completing this ce1iificate verifies only the identity of the individual who signed the document to which this ce1iificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) ss:

COUNTY OF ________ )
On --------- , 2023, before me,
Notmy Public, personally appeared ____________________ _ who proved to me on the basis of satisfact01y evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrnment the person(s), or the entity upon behalf of which the person(s) acted, executed the instrnment.

I ce1iify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is tlue and correct.

WITNESS my hand and official seal.

Signature

EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY
Real property in the City of Santa Clara, County of Santa Clara, State of California, described as follows:

THAT CERTAIN PARCEL SHOWN AND DESIGNATED AS "1.980 ACRES" ON THAT CERTAIN PARCEL MAP

FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA IN BOOK 333 OF PARCEL MAPS AT PAGE 32.

APN: 294-38-016
Density Bonus Agreement/SO Saratoga A venue Page 14 of 18

EXHIBITB
Restricted Unit Number of Affordability Type Maximum Tenant Type Restricted Household Units Income
Very Low Low
BR - Bedroom / BA • Income Income Bathroom
Studio 8 X 30%AMI
Studio 8 X 50% AMI
Studio 52 X 60% AMI
Studio 3 X 80% AMI
1 BR/1 BA 3 X 30% AMI
1BR/1BA 3 X 50% AMI
1 BR/1 BA 12 X 60%AMI
1BR/1BA 3 X 80% AMI
2BR/1BA 6 X 30% AMI
2BR/1BA 6 X 50%AMI
2BR/1BA 39 X 60%AMI
2BR/1BA 3 X 80% AMI
3BR/2BA 3 X 30% AMI
3BR/2BA 3 X 50% AMI
3BR/2BA 16 X 60% AMI
3BR/2BA 30 X 80% AMI
Total Restricted 198 Units
Total Non- 2 Restricted Units
Total Project Units 200
Density Bonus Agreement/SO Saratoga A venue Page 15 of 18

EXHIBIT C

INCOME LIMITS
The followin g was issued by HCD pursuant to the Memorandum dated June 6, 2023, Subject:

State Income Limits fo r 2023 :

Number of Persons In Household: I 1 2 3 4 5 6 7 8
Acutely Low 19050 21750 24500 27200 29400 31550 33750 35900 Extremely Low 37450 42800 48150 53500 57800 62100 66350 70650 Santa Clara County Very Low Income 62450 71400 80300 89200 96350 103500 110650 117750 Area Median Income :
$181,300 Low Income 96000 109700 123400 137100 148100 159050 170050 181000 Median Income 126900 145050 163150 181300 195800 210300 224800 239300 Moderate Income 152300 174050 195800 217550 234950 252350 269750 287150 https://www .hcd.ca.gov/sites/ default/files/ docs/ grants-and-funding/income-limits-2023 .pdf Density Bonus Agreeme nt/SO Saratoga A venue Page 16 of 18

EXHIBITD

LOCAL PREFERENCE CRITERIA FOR CITY OF SANTA CLARA'S AFFORDABLE

HOUSING PROGRAM
The City has established a priority system for allocating the limited number of affordable rental units. Priority shall be given to income eligible Households/ applicants who meet the City of Santa Clara Preference Criteria below. Please note the Preference Criteria will not be allowed if not permitted by state or federal law or other fair housing restrictions.

The preference system will be used to establish a ranking of applicants. Households that meet priority 1, will be reviewed first, then 2nd priority, so on so forth. Preferences will be evaluated at the time of opportunity drawing submission and verified prior to occupancy.

CITY OF SANTA CLARA'S PREFERENCE/PRIORITY CRITERIA
At least one household member who both (lives and works) • CmTently lives within the City Limits of the City of Santa Clara 1s:Priority and for at least the past 6 months at the time of application Level (Live AND AND
Work) • Currently operates a business or is cmTently employed by a business or a public or quasi-public agency in the City of Santa Clara for at least the past 6 months at the time of application. 2nd Priority At least one household member who currently lives within the City Level Limits of the City of Santa Clara and for at least the past 6 months at the 3rd Priority At least one household member who currently operates a business or is Level cun-ently employed by a business or a public or quasi-public agency in the (Works) City of Santa Clara and for at least the past 6 months at the time of annlication.
4th Priority Any other qualified applicant household without regard to residency or Level (All others) employment.
• The qualifying household member must be the person or a dependent of a person whose name will appear on the lease and who Notes:
will use the unit as their prima,y residence.
• For residency and employment based preferences the person must currently meet the criteria and for at least the past 6 months at the time of application (drawing ent,y).

Approved July 13,2021 RTC 21-880
Density Bonus Agreement/SO Saratoga A venue Page 17 of 18

EXHIBITE

SCHEDULE OF COMPLETION AND OCCUPANCY TARGETS
Construction Completion - 12/15/2025
Full Occupancy - 10/1/2026
Density Bonus Agreement/SO Saratoga A venue Page 18 of 18 Resolution - Delegated Authority to the City Manager Density Bonus Agreements
Rev: 11/22/17

Page 1 of 2 ends

RESOLUTION NO.

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

DELEGATING AUTHORITY TO THE CITY MANAGER TO

NEGOTIATE AND EXECUTE DENSITY BONUS HOUSING

AGREEMENTS THAT ARE CONSISTENT WITH THE TERMS OF
SANTA CLARA CITY CODE SECTION 18.78.060 IN A FORM

ACCEPTABLE TO THE CITY ATTORNEY

BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

WHEREAS, the City has established the Density Bonus Ordinance (DBO), Santa Clara City Code (SCCC) Chapter 18.78 entitled “Residential Density Bonus Standards,” under State Density Bonus Law in accordance with California Government Code Section 65915 et seq.; WHEREAS, the DBO, grants a density bonus and regulatory concessions and/or incentives when a developer seeks and agrees to provide a minimum number of housing units with affordable rents to very low or lower income households;
WHEREAS, the Developer is required to record a Density Bonus Housing Agreement (DBA) restricting the units in accordance with State Density Bonus Law and the DBO prior to issuance of building permits.

WHEREAS, several DBA agreements are requested annually and are typically routine documents that are on a form agreement consistent with the DBO and more specifically SCCC 18.78.060; WHEREAS, delegating signature authority to the City Manager to execute DBAs would streamline the review and approval process of these routine agreements; WHEREAS, City Council approval would be required for any DBAs that are inconsistent with the City’s DBO; and
WHEREAS, the City Manager would be authorized to execute DBA on forms that are in conformance with SCCC 18.78 and subject to the approval as to form by the Office of the City Attorney.
//
//
//
Resolution - Delegated Authority to the City Manager Density Bonus Agreements
Rev: 11/22/17

Page 2 of 2 ends

NOW THEREFORE, BE IT FURTHER RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

1. That the Santa Clara City Council (“Council”) hereby grants to the City Manager, or their designee, the authority l to negotiate and execute density bonus agreements and any amendments thereto that are in conformance with the requirements provided under Chapter 18.78, entitled “Residential Density Bonus Standards,” subject to approval as to form by the Office of the City Attorney.

2. Effective date. This resolution shall become effective immediately.

I HEREBY CERTIFY THE FOREGOING TO BE A TRUE COPY OF A RESOLUTION PASSED

AND ADOPTED BY THE SANTA CLARA CITY COUNCIL , AT A REGULAR MEETING THEREOF HELD ON THE ____ DAY OF _____________, 2023, BY THE FOLLOWING VOTE:

AYES: BOARD MEMBERS:

NOES: BOARD MEMBERS:

ABSENT: BOARD MEMBERS:

ABSTAINED: BOARD MEMBERS:

ATTEST:

NORA PIMENTEL, MMC
Assistant City Clerk
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-481 Agenda Date: 6/27/2023

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 1 with PFM Asset Management LLC for Investment Management Services

COUNCIL PILLAR
Manage Strategically Our Workforce Capacity and Resources

BACKGROUND
In July 2020, the City Council approved an agreement with PFM Asset Management LLC (PFMAM) to provide investment advisory and portfolio management services after a competitive Request for Proposal (RFP) process. The initial term of the agreement is three years ending on July 31, 2023, plus two option years for a total of five years if all options are exercised.

Under the agreement, PFMAM serves as the City’s external investment manager for a pooled portfolio with a value of $847 million as of March 31, 2023. Of this amount, approximately $69 million is invested with the State’s Local Agency Investment Fund (LAIF) and California Asset Management Program (CAMP) to meet the City’s liquidity needs. PFMAM provides investment advice on City’s overall portfolio strategy and actively manages a core securities portfolio.

Prior to engagement of PFMAM, the City’s portfolio was internally managed and staff conservatively invested City funds mainly in Treasury and Government Agency Notes due to limited capacity and resources. Under PFMAM, the portfolio has diversified into other allowable investments, in accordance with applicable California State Codes, with higher yield potential, such as corporate notes, asset-backed securities, and municipal notes.

Under PFMAM’s management, the City’s core securities portfolio has generated over $30 million in interest earnings with total returns outperforming the ICE BofAML 1-5 Year U.S. Treasury Index, City’s benchmark, by 20 basis points.

DISCUSSION
PFMAM was contracted by the City as part of an investment strategy transition from an internally managed portfolio that was 100% allocated to federal government-issued U.S. Treasuries and Federal Agency Securities, to one that leverages the expertise of a professional firm to diversify the City’s portfolio and expand yield, where possible. It has taken a good portion of the original three- year initial term to transition the City’s portfolio to one that is diversified in risk, balanced, and maximizes yield.

Staff is requesting authority to extend the initial term by five years to July 31, 2028, plus two option years for a total of 10 years if all options are exercised. Because the current agreement contains two one-year options with increasing fees, staff negotiated with PFMAM to keep pricing the same, with City of Santa Clara Printed on 6/22/2023Page 1 of 4
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23-481 Agenda Date: 6/27/2023
the potential to add another year to the contract. The proposed Amendment No. 1 will enable the City to take advantage of a competitive fee schedule and realize total savings of $30,000 in years 4 and 5 when compared to the original agreement. Further, the amendment will allow the continuity and efficiency of keeping PFMAM for additional time, while continuing to enhance yields and total returns for the City’s portfolio.

In proposed Amendment No.1, the fee basis points (bps) has been reduced from 5.2 bps to 4.9 bps after the initial term and held at 4.9 bps for the remainder of the agreement, including optional years.

The maximum annual fee will increase from $305,000 to $325,000 and be capped at $325,000 for the next five years, which provides the City with price stability. The proposed fee cap increase is commensurate with recent inflation figures and is below the $340,000 level that was in the included in the original option years. The fee cap is subject to an annual Cost-of-Living Adjustment (COLA) in optional years 9 and 10, based on Consumer Price Index, with the COLA capped at 3.64% per annum. Staff compared the fees and fee cap to several Bay Area local agencies with comparable portfolios managed by external investment managers to confirm City’s favorable terms.

The proposed compensation is detailed below:

Original Fee
Schedule
Original Not-to-
Exceed Total Fees
Amendment No. 1
Fee Schedule
Amendment No. 1
Not-to-Exceed Total
Fees
Year 1: 4.2 bps
(0.042% of the
portfolio value)
$ 255,000 Year 1: No Change $ 255,000
Year 2: 4.7 bps
(0.047% of the
portfolio value)
$ 280,000 Year 2: No Change $ 280,000
Year 3: 5.2 bps
(0.052% of the
portfolio value)
$ 305,000 Year 3: No Change $ 305,000
Total Initial Term $ 840,000
Year 4: 5.2 bps
(0.052% of the
portfolio value)
Option Year 1
$ 340,000* Year 4: 4.9 bps
(0.049% of the
portfolio value)
$ 325,000
Year 5: 5.2 bps
(0.052% of the
portfolio value)
Option Year 2
$ 340,000* Year 5: 4.9 bps
(0.049% of the
portfolio value)
$ 325,000
Total July 1, 2020 -
July 31, 2025
$1,520,000* $1,490,000
Year 6: 4.9 bps
(0.049% of the
portfolio value)
$ 325,000
Year 7: 4.9 bps
(0.049% of the
portfolio value)
$ 325,000
Year 8: 4.9 bps
(0.049% of the
portfolio value)
$ 325,000
Total July 1, 2020 -
July 31, 2028
Total Amended
Initial Term
$2,465,000
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23-481 Agenda Date: 6/27/2023
Original Fee
Schedule
Original Not-to-
Exceed Total Fees
Amendment No. 1
Fee Schedule
Amendment No. 1
Not-to-Exceed Total
Fees
Year 1: 4.2 bps
(0.042% of the
portfolio value)
$ 255,000 Year 1: No Change $ 255,000
Year 2: 4.7 bps
(0.047% of the
portfolio value)
$ 280,000 Year 2: No Change $ 280,000
Year 3: 5.2 bps
(0.052% of the
portfolio value)
$ 305,000 Year 3: No Change $ 305,000
Total Initial Term $ 840,000
Year 4: 5.2 bps
(0.052% of the
portfolio value)
Option Year 1
$ 340,000* Year 4: 4.9 bps
(0.049% of the
portfolio value)
$ 325,000
Year 5: 5.2 bps
(0.052% of the
portfolio value)
Option Year 2
$ 340,000* Year 5: 4.9 bps
(0.049% of the
portfolio value)
$ 325,000
Total July 1, 2020 -
July 31, 2025
$1,520,000* $1,490,000
Year 6: 4.9 bps
(0.049% of the
portfolio value)
$ 325,000
Year 7: 4.9 bps
(0.049% of the
portfolio value)
$ 325,000
Year 8: 4.9 bps
(0.049% of the
portfolio value)
$ 325,000
Total July 1, 2020 -
July 31, 2028
Total Amended
Initial Term
$2,465,000
*Estimated amounts
Original Fee
Schedule
Original Not-to-
Exceed Total Fees
Amendment No. 1
Fee Schedule
Amendment No. 1
Not-to-Exceed Total
Fees
Year 9: 4.9 bps
(0.049% of the
portfolio value)
Option Year 1
$ 337,000
Year 10: 4.9 bps
(0.049% of the
portfolio value)
Option Year 2
$ 349,000
Total July 1, 2020 -
July 31, 2030
Estimated
Maximum
Compensation
$3,151,000

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to section 15378(b)(4) of Title 14 of the California Code of Regulations as the proposed services are administrative activities that have no potential for resulting in either a direct or indirect physical change in the environment.

FISCAL IMPACT
The agreement has an amended not-to-exceed amount of $2,465,000 for the initial term through July 31, 2028 and total of $3,151,000 including the two optional years. The costs have been included in the FY 2023/24 & 2024/25 Proposed Biennial Operating Budget. Funding for the remaining term will be incorporated into future budgets.

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board City of Santa Clara Printed on 6/22/2023Page 3 of 4
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23-481 Agenda Date: 6/27/2023
outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Approve and authorize the City Manager to execute Amendment No. 1 to the Agreement with PFM Asset Management LLC for Investment Management Services to extend the initial term of the Agreement to end on July 31, 2028 and increase compensation by $1,625,000 for a revised total maximum amount not to exceed $2,465,000, subject to the appropriation of funds; and

2. Authorize the City Manager to exercise options, by an amendment of the Agreement subject to review and approval as to form by the City Attorney, to extend the term of the Agreement for two additional years to July 31, 2030 and increase compensation by $686,000 for a revised total maximum amount not to exceed $3,151,000, subject to the appropriation of funds.

Reviewed by: Kenn Lee, Director of Finance
Approved by: Jōvan D. Grogan, City Manager

ATTACHMENTS

1. Amendment No. 1 with PFM Asset Management LLC

2. Agreement with PFM Asset Management LLC
City of Santa Clara Printed on 6/22/2023Page 4 of 4
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Amendment No. 1 to Agreement/PFM Asset Management LLC Page 1 Rev. 10/25/19
Ebix Insurance No. S200004258
AME
NDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

PFM ASSET MANAGEMENT LLC

PREAMBLE
This agreement (“Amendment No. 1”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and PFM Asset Management LLC, a Delaware limited liability company (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties.”

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement for Services Between the City of Santa Clara, California, and PFM Asset Management LLC”, dated July 21, 2020 (Agreement) for the purpose of having Contractor provide full-time investment management services; and B. The Parties now wish to (i) amend the Agreement to extend the term of the Agreement by five years to July 31, 2028 with option of another two years; and (ii) increase compensation by One Million Six Hundred Twenty-Five Thousand Dollars ($1,625,000) to a revised not to exceed maximum compensation amount of Two Million Four Hundred Sixty-Five Thousand Dollars ($2,465,000).

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement, entitled “Term of Agreement” is amended in its entirety to read as follows:
“Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on August 1, 2020 and terminate on July 31, 2028.

The City reserves the right, at its own sole discretion, to extend the term of this Agreement for up to two (2) additional one-year options or one (1) additional two- year option through July 31, 2030.”

2. Section 7 of the Agreement, entitled “Compensation and Payment” is amended in its entirety to read as follows:
“In consideration for Contractor’s complete performance of Services, City shall Amendment No. 1 to Agreement/PFM Asset Management LLC Page 2 Rev. 10/25/2019
pay Contractor for all materials provided and Services rendered by Contractor in accordance with First Revised Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is Two Million Four Hundred Sixty- Five Thousand Dollars ($2,465,000) during the Term stipulated in Section 2 of the Agreement, 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.”

3. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

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

GLEN R. GOOGINS
City Attorney
City of Santa Clara
JOVAN D. GROGAN
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”

PFM ASSET MANAGEMENT LLC

A DELAWARE LIMITED LIABILITY COMPANY
Dated:

By (Signature):

Name: Monique Spyke
Title: Managing Director
Principal Place of
Business Address:
1 California Street
Suite 1000
San Francisco, CA 94111
Email Address: [email protected]
6/21/2023
Amendment No. 1 to Agreement/PFM Asset Management LLC Page 3 Rev. 10/25/2019
Telephone: (415) 393-7259
Fax: ( )
“CONTRACTOR”
Amendment No. 1 to Agreement/PFM Asset Management LLC Page 4 Rev. 10/25/2019

FIRST REVISED EXHIBIT B

SCHEDULE OF FEES

1. MAXIMUM COMPENSATION

1.1. The maximum compensation the City will pay the Contractor for all professional fees, costs and expenses provided under this Agreement shall not exceed Two Million Four Hundred Sixty-Five Thousand Dollars ($2,465,000) during the Term of the Agreement and Amendment No. 1.

1.2. 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. No additional services will be performed unless both Parties execute an Amendment outlining the services requested and the compensation agreed for such services.

2. FEES

2.1. For its services, Contractor shall receive an investment fee as set forth below:

Schedule Fee Cap
Year 1: 4.2 basis points Not to exceed $255,000
Year 2: 4.7 basis points Not to exceed $280,000
Year 3: 5.2 basis points Not to exceed $305,000
Year 4: 4.9 basis points Not to exceed $325,000
Year 5: 4.9 basis points Not to exceed $325,000
Year 6: 4.9 basis points Not to exceed $325,000
Year 7: 4.9 basis points Not to exceed $325,000
Year 8: 4.9 basis points Not to exceed $325,000
Year 9: 4.9 basis points Not to exceed $325,000 + COLA (see Section

2.1.1 below)
Year 10: 4.9 basis points Not to exceed $325,000 + COLA (see Section

2.1.1 below)

2.1.1. For Years 9 and 10:

2.1.1.1. Cost-of-Living Adjustment (COLA) shall be in line with the Consumer Price Index (CPI), calculated annually and then average over the term.

2.1.1.2. CPI is CPI-U, All items in U.S. city average, all urban consumers, not seasonally adjusted, which is Series
CUUR00000SA0 defined by U.S. Bureau of Labor Statistics.

Amendment No. 1 to Agreement/PFM Asset Management LLC Page 5 Rev. 10/25/2019

2.1.1.3. COLA will be the lesser of actual calculated or 3.64%. In no event shall the COLA be negative.

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

Agreement with PFM Asset Management Page 1 of 19
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AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

PFM ASSET MANAGEMENT LLC

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and PFM Asset Management LLC, a Delaware 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 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, Agreement with PFM Asset Management Page 2 of 19
Rev. 07-01-18
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 August 1, 2020 and terminate on July 31, 2023 (Initial Term). The City reserves the right, at its own sole discretion, to extend the term of this Agreement for up to two (2) additional one-year options through July 31, 2025.

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 performed with the degree of skill and care in accordance with industry standards, 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. 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, Contractor 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:

Agreement with PFM Asset Management Page 3 of 19
Rev. 07-01-18
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 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 Contractor’s complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is Eight Hundred Forty Thousand Dollars ($840,000) during the Initial Term, 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.

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 Contractor.

B. Termination for Default. Either Party may terminate this Agreement upon written notice to the other Party, if the other Party breaches a material term of this Agreement and such breach remains uncured for thirty (30) days after the other Party’s receipt of such notice.

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.

9. 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 PFM Asset Management Page 4 of 19
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
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) (except with respect to the purchase and sale of portfolio securities managed by Contractor) or employee(s) of City. Contractor 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 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 or unless required by law or judicial or regulatory process, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.

13. 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.

14. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall, upon reasonable advance notice, 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 Agreement with PFM Asset Management Page 5 of 19
Rev. 07-01-18
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.

15. 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 negligently or intentionally wrongfully 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.

Agreement with PFM Asset Management Page 6 of 19
Rev. 07-01-18

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

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

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

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

And to Contractor addressed as follows:

PFM Asset Management LLC
Attention: Monique Spyke, Managing Director
50 California Street
Suite 2300
San Francisco, CA 94111
and by e-mail at [email protected]

with a copy to:

PFM Asset Management LLC
Attention: Controller
1735 Market Street, 43rd Floor
Philadelphia, PA 19103
and by email 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.

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

20. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor 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.

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

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

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

Agreement with PFM Asset Management Page 8 of 19
Rev. 07-01-18

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.

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.

27. INVESTMENT ADVISOR PROVISIONS
A. Services of Contractor. City hereby engages Contractor to serve as investment manager under the terms of this Agreement with respect to the funds described in Exhibit A, Section 1 to this Agreement and such other funds as City may from time to time assign by written notice to Contractor (collectively the "Managed Funds"), and Contractor accepts such appointment. In connection therewith, Contractor will be a fiduciary to the City and provide investment research and management of the Managed Funds investments and conduct a continuous program of investment, evaluation and, when appropriate, sale and reinvestment of the Managed Funds assets. Contractor shall continuously monitor investment opportunities, evaluate investments of the Managed Funds, and invest Managed Funds in accordance with Federal and State law and the City’s Investment Policy, as amended from time to time. Contractor shall furnish City with statistical information and reports with respect to investments of the Managed Funds. Contractor shall place all orders for the purchase, sale, loan or exchange of portfolio securities for City's account with brokers or dealers recommended by Contractor and/or City, and to that end Contractor is authorized as agent of City to give instructions to the custodian designated by City (the “Custodian”) as to deliveries of securities and payments of cash for the account of City. In connection with the selection of such brokers and dealers and the placing of such orders, Contractor is directed to seek for City the most favorable execution and price., The Custodian shall have custody of cash, assets and securities of City. Contractor shall not take possession of or act as custodian for the cash, securities or other assets of City and shall have no responsibility in connection therewith. Authorized investments shall include only those investments which are currently authorized by the state investment statutes and the applicable covenants and as supplemented Agreement with PFM Asset Management Page 9 of 19
Rev. 07-01-18
by such other written instructions, including the City’s Investment Policy, as may from time to time be provided by City to Contractor. Contractor shall be entitled to rely upon City's written advice with respect to anticipated drawdowns of Managed Funds. Contractor will observe the instructions of City with respect to broker/dealers who are approved to execute transactions involving the Managed Funds and in the absence of such instructions will engage broker/dealers which Contractor reasonably believes to be reputable, qualified and financially sound.

B. Pool Compensation. Assets invested by Contractor under the terms of this Agreement may from time to time be invested in (i) a money market mutual fund managed by Contractor or (ii) a local government investment pool managed by Contractor (either, a “Pool”) or in individual securities.

Approval for Contractor to invest Managed Funds in accordance with this subsection must be specifically allowed in the City’s Investment Policy and expressly approved in writing by the City. Average daily net assets subject to the fees described in this Agreement shall not take into account any funds invested in the Pool. Expenses of the Pool, including compensation for Contractor and the Pool custodian, are described in the relevant prospectus or information statement and are paid from the Pool.

C. Other Compensation. If and to the extent that City shall request Contractor to render services other than those to be rendered by Contractor under this Agreement, such additional services shall be compensated separately on terms to be agreed to in writing between Contractor and City.

D. Expenses. Contractor shall furnish at its own expense all necessary administrative services, office space, equipment, clerical personnel, telephone and other communication facilities, courier or other delivery services, printing, subscription services, computer and technology, investment advisory facilities, executive and supervisory personnel, and all other equipment and services customarily required for managing the Managed Funds. Except as expressly provided otherwise herein, City shall pay all of its own expenses including, without limitation, taxes, commissions, fees and expenses of City's independent auditors and legal counsel, if any, brokerage and other expenses connected with the execution of portfolio security transactions, insurance premiums, and fees and expenses of the Custodian.

E. Registered Advisor; Duty of Care. Contractor hereby represents it is a registered investment advisor under the Investment Advisers Act of 1940.

Contractor shall immediately notify City if at any time during the term of this Agreement it is not so registered or if its registration is suspended.

Contractor agrees to perform its duties and responsibilities under this Agreement with reasonable care. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith.

Agreement with PFM Asset Management Page 10 of 19
Rev. 07-01-18
Nothing herein shall in any way constitute a waiver or limitation of any rights which City may have under any federal securities laws. City hereby authorizes Contractor to sign I.R.S. Form W-9 on behalf of City and to deliver such form to broker-dealers or others from time to time as required in connection with securities transactions pursuant to this Agreement.

F. Contractor’s Other Clients. City understands that Contractor performs investment advisory services for various other clients which may include investment companies, commingled trust funds and/or individual portfolios. City agrees that Contractor, in the exercise of its professional judgment, may give advice or take action with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the Managed Funds. Contractor shall not have any obligation to purchase, sell or exchange any security for the Managed Funds solely by reason of the fact that Contractor, its principals, affiliates, or employees may purchase, sell or exchange such security for the account of any other client or for itself or its own accounts.

G. Force Majeure. Contractor shall have no liability for any losses arising out of the delays in performing or inability to perform the services which it renders under this Agreement which result from events beyond its control, including interruption of the business activities of Contractor or other financial institutions due to acts of God, pandemic, “superhuman cause,” acts of governmental authority, acts of war, terrorism, civil insurrection, riots, labor difficulties, or any action or inaction of any carrier or utility, or mechanical or other malfunction.

H. Disciplinary Actions. Contractor shall promptly give notice to City if Contractor shall have been found to have violated any state or federal securities law or regulation in any final and unappealable judgment in any criminal action or civil suit in any state or federal court or in any disciplinary proceeding before the Securities and Exchange Commission (“SEC”) or any other agency or department of the United States, any registered securities exchange, FINRA, or any regulatory authority of any State based upon the performance of services as an investment advisor.

I. Books. Contractor shall maintain records of all transactions in the Managed Funds. Contractor shall provide City with a monthly statement showing deposits, withdrawals, purchases and sales (or maturities) of investments, earnings received, and the value of assets held on the last business day of the month. The statement shall be in the format and manner that is mutually agreed upon by Contractor and City. Other reporting requirements and electronic access to the City’s account shall be provided by the Contractor as described in Exhibit A – Scope of Services or as reasonably requested by the City.

Agreement with PFM Asset Management Page 11 of 19
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J. Brochure and Brochure Supplement. Contractor warrants that it has delivered to City prior to the execution of this Agreement Contractor's current SEC Form ADV, Part 2A (brochure) and Part 2B (brochure supplement). City acknowledges receipt of such brochure and brochure supplement prior to the execution of this Agreement.

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

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

BRIAN DOYLE
City Attorney
DEANNA J. SANTANA
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
PF

M ASSET MANAGEMENT LLC
a Delaware limited liability company
Dated:

By (Signature):

Name: Monique Spyke
Title: Managing Director
Principal Place of
Business Address:
50 California Street
Suite 2300
San Francisco, CA 94111
Email Address: [email protected]
Telephone: (415) 982-5544
Fax: (415) 982-4513
“CONTRACTOR”
7/6/2020
Agreement with PFM Asset Management /Exhibit A-Scope of Services Page 12 of 19 Rev. 07-01-18

EXHIBIT A

SCOPE OF SERVICES

1. GENERAL

1.1. The City currently manages the investment of its pooled portfolio, which as of May 31, 2020 totaled $770 million (Managed Funds). Of this amount, approximately $64 million is invested with the State’s Local Agency Investment Fund (LAIF) to meet the City’s liquidity needs. Under this Agreement, the City designates and retains Contractor to furnish investment advisory and portfolio management services for the City’s portfolio.

1.2. To the extent not inconsistent with this Agreement between the City and Contractor including this Scope of Services, the City’s RFP 19-20-36 (including subsequent updates), Contractor’s proposal response dated February 18, 2020 and Contractor’s oral demonstration materials dated May 5, 2020 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 SERVICES
The services that Contractor shall perform include, but are not limited to, the following:

2.1. Provide full-time investment management services in accordance with the City's Investment Policy and State law.

2.2. Assist with reviewing and recommending any appropriate amendments to the City's Investment Policy at the outset of the contract term and assist with the annual review and update of the Investment Policy.

2.3. Assist the City with developing an appropriate cash flow model to minimize balances held in highly liquid but low interest accounts (e.g., bank accounts and LAIF).

2.4. Assist the City with maturity analysis.

2.5. Provide credit analysis and assess risk of portfolio investments.

2.6. Work with the City’s third-party custodian for safekeeping of securities and provide services required to execute and settle investment trades. Contractor will not act as a custodian of assets in the account or have possession of any such assets.

2.7. Recommend and justify appropriate investment benchmarks.

2.8. Provide detailed monthly reports of investment portfolio activity, performance, holdings by investment type, maturity, broker, weighted average maturity, Agreement with PFM Asset Management /Exhibit A-Scope of Services Page 13 of 19 Rev. 07-01-18
duration, benchmark comparison, and other such reports normally provided to governmental clients. Provide separate annual portfolio holding, activity, and performance reports and relevant GASB reports based on the City’s fiscal year (July 1 – June 30). Provide custom reports as requested by the City at no additional cost.

2.9. Be available to Finance Department staff in a timely manner by telephone or email and meet with and provide information to Finance Department staff upon request, and if requested, to other interested parties such as the Investment Committee, City Council and/or City Manager.

2.10. Attend City Council meetings for the annual review of the investment policy.

2.11. Provide assurance of portfolio compliance with all federal and State of California laws as well as ordinances, resolutions, and policies of the City relating to the investment of public funds.

2.12. Annually perform due diligence reviews of the broker/dealers, custodian bank, and financial institutions utilized by the City and provide supporting documentation to the City.

2.13. Act as a fiduciary agent to the City, serving as an independent advisor to represent the best interests of the City.

2.14. Demonstrate independence from any financial institution or securities brokerage firm, or fully disclose any such relationships relevant to qualified investments for public sector entities.

2.15. Keep City informed of changing economic conditions through flash emails, daily, weekly, and/or monthly reports including discussion of key economic indicators relevant to the regional, State, national, and global economies.

Agreement with PFM Asset Management/Exhibit B-Schedule of Fees Page 14 of 19 Rev. 07-01-18

EXHIBIT B

SCHEDULE OF FEES

1. MAXIMUM COMPENSATION

1.1. The maximum compensation the City will pay the Contractor for all professional fees, costs and expenses provided under this Agreement shall not exceed Eight Hundred Forty Thousand Dollars ($840,000) during the Initial Term of the Agreement.

2. FEES

2.1. For its services, Contractor shall receive an investment fee as set forth below:

Schedule Fee Cap
Year 1: 4.2 basis points Not to exceed $255,000
Year 2: 4.7 basis points Not to exceed $280,000
Year 3: 5.2 basis points Not to exceed $305,000
Year 4: 5.2 basis points Not to exceed $305,000 + COLA (see Section

2.1.1 below)
Year 5: 5.2 basis points Not to exceed $305,000 + COLA (see Section

2.1.1 below)

2.1.1. For Years 4 and 5:

2.1.1.1. Cost-of-Living Adjustment (COLA) shall be in line with the Consumer Price Index.

2.1.1.2. Should invested assets exceed $730 million, a
commensurate increase will be calculated in the fee cap.

Contractor shall request such adjustment to the fee cap at least sixty (60) days prior to the beginning of the renewal period.

Agreement with PFM Asset Management/Exhibit C-Insurance Requirements Page 15 of 19 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:
$2,000,000 Each Occurrence
$4,000,000 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 an occurrence 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 PFM Asset Management/Exhibit C-Insurance Requirements Page 16 of 19 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.

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of 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 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 forty million dollars ($40,000,000) per claim and in 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.

Agreement with PFM Asset Management/Exhibit C-Insurance Requirements Page 17 of 19 Rev. 07-01-18

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds, with the exception of workers compensation, 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.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation 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 cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal. Contractor agrees to provide the City written notice at least thirty (30) days prior to the effective date of any modification of coverage provided.

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, separately provide the same Agreement with PFM Asset Management/Exhibit C-Insurance Requirements Page 18 of 19 Rev. 07-01-18
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.

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 e-mailed to [email protected]:

Or by mail to:

EBIX Inc.

City of Santa Clara – Finance Department
Agreement with PFM Asset Management/Exhibit C-Insurance Requirements Page 19 of 19 Rev. 07-01-18
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 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 representative
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-759 Agenda Date: 6/27/2023

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 4 with Wallace Roberts and Todd, LLC (WRT) to Add Two Study Cities to the City Hall Relocation Study and Related Budget Amendment

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

BACKGROUND
The City is nearing the completion of a planning effort to prepare a Downtown Precise Plan and Form Based Code to guide the redevelopment of the City’s former Downtown area. The scope of work for the Downtown Precise Plan was expanded in response to a petition from Reclaiming our Downtown (ROD) to include a financial analysis of the costs and benefits (City Hall Relocation Study) associated with moving the City Hall to the Downtown. The City Council made this addition to the scope of work for the City’s consultant, WRT, at the May 24, 2022 Council meeting, following Council consideration of a written petition submitted by resident Mary Grizzle on behalf of ROD. In June 2022, the City Council subsequently approved the allocation of funds for the requested Study through the budget process, and then on October 18, 2022, the City Council took actions to allow for the commencement of the scope of work by WRT on the City Hall Relocation Study.

The City Hall Relocation Study scope included an evaluation of six other cities as a comparative case study. WRT, in conjunction with subconsultants, analyzed 18 example sites and recommended six sites (Long Beach Civic Center, Watsonville City’s Hall, Sonoma County Government Center, Malden Massachusetts’ City Hall, Redwood City’s City Hall, and Mountain View’s City Hall) for further analysis to provide insight into the potential costs and benefits of locating a city hall in a similar Downtown context. Staff reviewed the proposed sites and WRT presented the six sites to the Downtown Community Task Force (DCTF) on March 14, 2023.

A second written petition submitted by resident Mary Grizzle on behalf of the members of ROD was heard at the May 23, 2023 City Council meeting. The petition stated that while ROD agreed with four of the cities presented at the March 14, 2023 Downtown Community Task Force meeting, they are deeply concerned that two of the cities (Watsonville and Sonoma) do not meet ROD’s criteria nor the spirit of the study, and should be replaced with Winter Garden, Florida and Sandusky, Ohio.

DISCUSSION
As of the date of this staff report, the City Hall Relocation Study is approximately 50% complete. The full scope of work is attached to this report as Attachment 2 for reference. Listed below are the tasks from the approved scope of work with the status of each task indicated. · Project Initiation - (task completed)
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o conduct targeted background research and mapping needed to understand the existing Civic Center site and previous studies.
· Program Confirmation - (task completed)
o review of provided documentation related to projected civic center spatial needs and document a high-level spatial program organized by department according to data provided.
· Economic Assessment - (task completed)
o identify up to six examples of City Hall relocation projects across the United States to serve as case studies. The Team will seek examples (successful and otherwise) that are comparable to Santa Clara and/or the downtown site (e.g., similar City population; site adjacency to transit, university, or historic neighborhood) that have a range of outcomes, including examples with more and less resulting investment. For each case study, the Team will conduct research to understand each city hall project including contacting each city to seek an interview with staff about the project, including benefits, challenges, and lessons learned, and report on outcomes, including the degree to which private investment has followed public investment. o Complete an illustrative economic impact analysis that considers potential localized spending effects on downtown from a new City Hall, as compared to the baseline site use (a comparably sized future office building).
· Criteria and Site Comparison - (task completed)
o conduct a criteria-based process for evaluating potential Downtown sites for a relocated City Hall. The outcome of this process will be the creation of a qualitative evaluation matrix followed by City Staff and Task Force confirmation of a preferred downtown site for a relocated City Hall.
· Concept Testing and Test-Fitting - (task in progress) o develop up to three conceptual approaches to relocating city hall downtown on the preferred downtown site. And, for the existing civic center site, WRT will estimate development capacity based on density formulas and informed by typical building forms, which will inform the economic evaluation of potential relocation. · Financial Evaluation - (task in progress)
o perform a financial analysis to assess the concepts for relocating City Hall and offices to downtown.
· Concept Refinement - (task upcoming)
o based on City and DCTF feedback, and informed by the financial analysis, the Team will refine land use and building block concepts for Downtown and the existing Civic Center site.
· Final Options Report - (task upcoming)
o document the final site concepts and economic analysis in a concise report, with narrative, graphics, and relevant tables.

While a substantive portion of the City Hall Relocation Study scope has been completed, the site comparison analysis has not been finalized and it would be possible to add two additional sites for the full analysis without significant cost or additional time required. It should also be noted that approximately $10,000 of contingency remains within the original WRT contract for preparation of the Precise Plan and Form-Based Code. However, this contingency needs to be maintained in case there are additional costs to completion the CEQA analysis or other elements of the original scope of City of Santa Clara Printed on 6/22/2023Page 2 of 4
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work.

Staff is accordingly requesting that the City Council grant approval to the City Manager to amend the City’s contract with WRT to add two study cities, Winter Garden, Florida and Sandusky, Ohio, to the approved scope, which would fall under the Economic Assessment task. The cost for the added study cities is $16,000. This would be Amendment No. 4 to the contract and will maintain the three- year term extension option provided in the Original Agreement, with a termination date of December 31, 2024.

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 original scope of work for the City Hall relocation study was estimated at $353,360. This project was established in the General Government Capital Fund and was funded as part of the FY 2022/23 and FY 2023/24 Capital Improvement Program budget adoption, with $325,000 appropriated from the General Fund. The remaining $28,360 was transferred by Silicon Valley Power’s Electric Yard Buildings and Grounds project budget for facility assessment of buildings occupied by SVP, which was approved by the City Council on October 18, 2022.

The current proposed scope of work has a cost of $16,000 which is recommended to be funded from the General Fund’s Budget Stabilization Reserve. The table below summarizes the budget action for FY 2023/24, which is subject to the approval of the FY 2023/24 and FY 2024/25 operating budget.

Budget Amendment
FY 2023/24
Current Increase/
(Decrease)
Revised
General Fund
Expenditure
Transfer to the General Government
Capital Fund
$90,283 $16,000 $106,283
Fund Balance
Budget Stabilization Reserve $45,847,152 ($16,000) $45,831,152 General Government Capital Fund
Revenue
Transfer from the General Fund $90,283 $16,000 $106,283 Expenditure
Precise Plan for Downtown $0 $16,000 $16,000
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23-759 Agenda Date: 6/27/2023

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

RECOMMENDATION

1. Authorize the City Manager to execute Amendment No. 4 to the Agreement with Wallace Roberts and Todd, LLC (WRT) for the City Hall Relocation Study, in a final form approved by the City Attorney, at a total cost not to exceed $16,000, funded by the General Fund; and

2. Approve the following FY 2023/24 budget amendment, subject to approval of the FY 2023/24 and FY 2024/25 operating budget:

A. In the General Fund, increase the transfer to the General Government Capital Fund by $16,000 and reduce the Budget Stabilization Reserve by $16,000 (five affirmative Council votes required for the use of unused balances ); and
B. In the General Government Capital Fund, recognize a transfer of $16,000 from the General Fund Budget Stabilization Reserve and increase the Precise Plan for Downtown project by $16,000 (five affirmative Council votes required to appropriate additional revenue).

Reviewed by: Andrew Crabtree, Director, Community Development Department Approved by: Jōvan Grogan, City Manager

ATTACHMENTS

1. Amendment No. 4 with Wallace Roberts and Todd, LLC (WRT)

2. Scope of Work - City Hall Relocation Study

3. Original Agreement and RTC19-1006

4. Amendment No. 1 and RTC 21-667

5. Amendment No. 2

6. Amendment No. 3 and RTC 22-1204
City of Santa Clara Printed on 6/22/2023Page 4 of 4
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Ebix Insurance No. s200004347
AMENDMENT NO. 4

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

WALLACE ROBERTS & TODD, LLC

PREAMBLE
This agreement ("Amendment No. 4") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Wallace Roberts & Todd, LLC, a Delaware 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. The Parties previously entered into an agreement entitled "Agreement for Services Between the City of Santa Clara, California, and Wallace, Roberts & Todd, LLC," dated October 17, 2019 (Agreement); and
B. The Agreement was previously amended by Amendment No. 1, dated October 21, 2021, Amendment No. 2, dated December 13, 2021, Amendment No. 3, dated November 3, 2022, and is again amended by this Amendment No. 4. The Agreement and all previous amendments are collectively referred to herein as the "Agreement as Amended"; and
C. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide prepare a Downtown Precise Plan, and the Parties now wish to amend the Agreement to expand the scope of services to include additional case studies of comparable city hall relocation projects around the U.S.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 6 of the Agreement, entitled "Compensation and Payment," is amended to reflect a revised maximum compensation value of one million three hundred forty-seven thousand, seven hundred six dollars ($1,347,706).

2. Exhibit A of the Agreement, entitled "Scope of Services," is updated by appending the attached "Additional Case Study Evaluation," dated June 16, 2023, to add new tasks to the original scope.

Amendment No.4 to Agreement/WRT-Downtown Precise Plan
Rev. 10/25/19

Page 1 ends

3. Exhibit B of the Agreement, entitled "Schedule of Fees," is amended to reflect a revised maximum compensation value of one million three hundred forty-seven thousand, seven hundred six dollars ($1,347,706).

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

The Parties acknowledge and accept the terms and conditions of this Amendment No. 4 as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Dated: Approved as to Form: ------- - --- - --
GLEN R. GOOGINS
City Attorney
"CITY"
JOVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

WALLACE ROBERTS & TODD, LLC
a Delaware Corporation
Dated :
---;;;-;,,f;;l,~,------C-✓,,\" -:,,t~~;;::::::t:;;------ By (Signature): f- --+~ ~ 7--~~~ 'Yf..__,,__ _____ _
Name: "'-==-,,,,__ ___ ~---- +---------
Title: Princi al
Principal Place of 478 Tehama Street, Suite 2B
Business Address: San Francisco , CA 94103
Email Address: jstickley@wrtdesi gn.com
Telephone : (415) 575-4722
Fax: (215) 732-2551
"CONSUL TANT"
l:\PLANNING\Admin\Contracts\WRT\Amendment No 4\Amendment No. 4 WRT.doc Amendment No. 4 to Agreement/WRT -Downtown Precise Plan Rev. 10/25/2019

Page 2 ends

WRT MEMORANDUM
To: Lesley Xavier, Project Manager, City Date : June 16, 2023 of Santa Clara From : Peter Winch
Senior Planner
Ref. No. : 08334 .02
Project: Santa Clara Civic Center
Relocation Study
Pages: 2
Re: Additional Case Study Evaluation
CC : Jim Stickley, Principal, WRT
WRT and our subconsultant partner s are working close ly with City Staff and the Downtown Community Task Force on a Civic Center Relocation Study to consider the potenti al costs and benefits of shifting city functions to Downtown Santa Clara. The City has requested that WRT propose a scope and fee for conducting two additional case studies of comparable city hall relocation projects around the U.S.

The WRT Team's original budg et for the case studies subtask was $17,290 . Each member of our Team used considerably more time than we budget ed for to complete the case studies. Based on this experience, we request a fee of $16,000 to comp lete two additional studies. This would include $6,000 for EPS and $5,000 each for WRT and PFAL.

EPS's portion of this effort cou ld be shifted from their remaining budget of $11,400 in Task 5. This budget was provided for up to 40 hours of Principal-level as-needed proje ct support . If this approach is taken, the need for additional budget would be reduced to $10,000 . The add itional proposed scope of work is summarized on the following page .

WRT, LLC I 478 Te ham a St ree t, Suite 2B I San Fra nci sco, CA 94103 wrtdesign.com I 415.575.4722
N:\8C01\8334.02 Santa Clara Civic Center Relocation Study\ 1-Administration\2-Agreements & Proposals\WRT Proposals\Santa Clara Civic Center Relocation Study_Additional Case Studies proposal_2023-06-16.docx

WRT MEMORANDUM
Santa Clara Civic Center Relocation Study: Additional Services Task 9: Additional Case Studies
June 16, 2023
Page [ 2
In Task 3, WRT, EPS, and PFAL evaluated six case studies of City Hall relocation projects across the United States. At the request of members of the Downtown Community Task Force and City Staff, the Team will analyze two (2) additional case studies: Sandusky, Ohio and Winter Garden, Florida. For each case study, WRT will evaluate the way city hall relocation functioned in its physical urban context . EPS will conduct research to understand each city hall project based on City documents, hearing transcripts, media reporting, and other readily available sources, and will contact each city to seek an interview with staff about the project, including benefits, challenges, and lessons learned, etc . EPS will report on outcomes, including the degree to which private investment has followed public investment. PFAL will consider financing and procurement aspects of the case studies.

Meetings:
• Meeting with City Staff
• Task Force presentation (to be combined with existing presentation) Deliverables:
• Additional Case Studies presentation
Timeframe : 1 month
Cost : $16,000

MEMORANDUM

WRT, LLC | 478 Tehama Street, Suite 2B | San Francisco, CA 94103 James Stickley CA LA -4251 wrtdesign.com | 415.575.4722 John Gibbs CA LA -4417

N:\8000\8334.02 Santa Clara Civic Center Relocation Study\1-Administration\2-Agreements & Proposals\WRT Proposals\Santa Clara Civic Center Relocation Study_Additional Case Studies proposal_2023-06-16.docx To: Lesley Xavier, Project Manager, City
of Santa Clara
Date: June 16, 2023
From: Peter Winch
Senior Planner
Ref. No.: 08334.02
Project: Santa Clara Civic Center
Relocation Study
Pages: 2
Re: Additional Case Study Evaluation
CC: Jim Stickley, Principal, WRT

WRT and our subconsultant partners are working closely with City Staff and the Downtown Community Task Force on a Civic Center Relocation Study to consider the potential costs and benefits of shifting city functions to Downtown Santa Clara. The City has requested that WRT propose a scope and fee for conducting two additional case studies of comparable city hall relocation projects around the U.S.

The WRT Team’s original budget for the case studies subtask was $17,290. Each member of our Team used considerably more time than we budgeted for to complete the case studies. Based on this experience, we request a fee of $16,000 to complete two additional studies. This would include $6,000 for EPS and $5,000 each for WRT and PFAL.

EPS’s portion of this effort could be shifted from their remaining budget of $11,400 in Task 5. This budget was provided for up to 40 hours of Principal-level as-needed project support. If this approach is taken, the need for additional budget would be reduced to $10,000. The additional proposed scope of work is summarized on the following page.

MEMORANDUM

June 16, 2023
Page | 2

Santa Clara Civic Center Relocation Study: Additional Services

Task 9: Additional Case Studies
In Task 3, WRT, EPS, and PFAL evaluated six case studies of City Hall relocation projects across the United States. At the request of members of the Downtown Community Task Force and City Staff, the Team will analyze two (2) additional case studies: Sandusky, Ohio and Winter Garden, Florida. For each case study, WRT will evaluate the way city hall relocation functioned in its physical urban context. EPS will conduct research to understand each city hall project based on City documents, hearing transcripts, media reporting, and other readily available sources, and will contact each city to seek an interview with staff about the project, including benefits, challenges, and lessons learned, etc. EPS will report on outcomes, including the degree to which private investment has followed public investment. PFAL will consider financing and procurement aspects of the case studies.

Meetings:
• Meeting with City Staff
• Task Force presentation (to be combined with existing presentation) Deliverables:
• Additional Case Studies presentation

Timeframe: 1 month

Cost: $16,000

EBIX Insurance No. *S200004347

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

WALLACE ROBERTS & TODD, LLC

PREAMBLE
This Agreement is entered into between the City of Santa Clara, a chartered California municipal corporation (hereinafter "City") and Wallace Roberts & Todd, LLC, A Delaware Corporation (hereinafter "Consultant"). City and Consultant may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A - Scope of Services
Exhibit B- 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 Wallace Roberts & Todd, LLC
Rev. 07-01-18
Page "1
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 Initial Term of this Agreement shall begin on October 9, 2019 and expire on September 30, 2022.

B. After the Initial Term, the City reserves the right, at its sole discretion, to extend the term of this Agreement for an additional threewyear period ending September 30, 2025 ("Option Period"). City shall provide Consultant with no less than thirty (30) days prior written notice of its intention to exercise its option to extend the term of this Agreement.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Consultant shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence. However, any modifications or delays to the project schedule resulting from circumstances beyond the Consultant's reasonable control shall not be deemed to be the fault of the Consultant.

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.

Agreement with Wallace Roberts & Todd, LLC
Rev. 07-01-18
Page2

6. 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 Five Hundred Seventy-Eight Thousand Three Hundred Forty-Six Dollars ($578,346), 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.

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

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

C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (i 0) days after the notice of termination, Consultant will deliver to City all City information or material that Consultant has in its possession.

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

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

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

Agreement with Wallace Roberts & Todd, LLC
Rev. 07·01-18
Page3

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

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

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

13. RIGHT OF CITY TO INSPECT RECORDS OF 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 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.

Agreement with Wallace Roberts & Todd, LLC
Rev. 07-01-18

Page 4 ends

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

14. HOLD HARMLESS/INDEMNIFICATION
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, consultants, subconsultants or other agents of Consultant, against City (either alone, or jointly with Consultant), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

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

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

16. WAIVER
Consultant agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City's review, Agreement with Wallace Roberts & Todd, LLC
Rev. 07·0"1·"18

Page 5 ends

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 petformance of this Agreement.

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

City of Santa Clara
Attention: Community Development Department
Andrew Crabtree, Director
1500 Warburton Avenue
Santa Clara, CA 95050
[email protected], and
[email protected]
And to Consultant addressed as follows:

Wallace Roberts & Todd, LLC
Attention: Atisha Varshney
478 Tehama Street, Suite 28
San Francisco, CA 94103
(415) 575-4722
[email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

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

19. CONFLICTS OF INTEREST
Consultant certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Consultant and that no person associated with Consultant has any interest, direct or indirect, Agreement with Wallace Roberts & Todd, LLC
Rev. 07-01-18

Page 6 ends

which could conflict with the faithful performance of this Agreement. Consultant is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Consultant will advise City if a conflict arises.

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

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

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

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.

Agreement with Wallace Roberts & Todd, LLC
Rev. 07-01-18
Page7

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: \D- \7 - \q
~ - ----- D~ l S~NTANA
City Attorney
"CITY"
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

WALLAC E ROBERTS & TODD, LLC
a Delaware Corporation
Dated: - o/;Fn~;:;f=;~;;:;::::::;;::::=~ ----
s y (Signature)· ----;----t-----::~ ,:c-t--r,.c~~;/7,r-t- -t--- -- Name: "c:--:-.,,,C-----+---- --1--- -----
T i tie: Princi al
Principal Place of 478 Tehama Street, Suite
Business Address: San Francisco, CA 94103
Email Address: [email protected]
Telephone: (415) 575-4722
Fax: (215) 732-2551
"CONSULTANT"
Agreement with Wallace Roberts & Todd, LLC
Rev. 07-01-18

Page 8 ends

1. GENERAL

EXHIBIT A

SCOPE OF SERVICES

1.1. Consultant shall assist the City in developing the Downtown Precise Plan.

1.2. Project Schedule:

1.2.1. Consultant shall submit a draft project schedule to the City for review and approval. The City shall not unreasonably withhold approval.

1.2.2. The project schedule shall include the tasks listed below as well as the completion dates for each.

1.2.3. Consultant shall complete the tasks listed below by the scheduled date for each task in the final project schedule.

1.3. Subconsultants: The following subconsultants have been approved to perform services under this Agreement.

1.3.1. CSW/Stuber-Stroeh Engineering Group (Civil Engineering);

1.3.2. David J. Powers & Associates (CEQA);

1.3.3. Economic & Planning Systems, Inc. (Economics);

1.3.4. Greensfelder Real Estate Strategy (Place-making);

1.3.5. Kimley-Horn and Associates, Inc. (Transportation); and

1.3.6. Sargent Town Planning (Retail Strategy).

2. DOWNTOWN PRECISE PLAN CONSUL TANT SERVICES
Consultant shall complete each task listed below.

Task No. 1: Project Initiation
Consultant will complete the subtasks outlined below.

Subtask No. 1.1: Kick~off Meeting w/ Consultant Team
A. Services: Consultant and subconsultants will meet with City staff to review the project description, scope of work, timeline and budget.

B. Deliverable: Attend kick-off meeting.

Subtask No. 1.2: Base Map Development
A. Services: Consultant shall assist City staff in preparing base maps. The base maps shall include:

1. A map that demonstrates the adjacent context, public transit and major transportation routes, parks, schools, and project boundary;

2. The location of the Downtown Precise Plan Area (''Plan Area") in the greater context of the other focus areas and the City of Santa Clara; Agreement with Wallace Roberts & Todd, LLC
Rev. 07-01-18
Page A-1

3. Aerial maps, General Plan land use and zoning maps;

4. A map of the Plan Area showing streets, curbs, parcels, buildings, landscape features, and parking areas; and

5. Any other tasks in this scope that require mapping.

8. Deliverable:

Base map development.

Subtask No. 1.3 Existing Conditions Report (Data Collection & Analysis):

A. Services: Consultant team, with City assistance, shall collect and analyze existing data and existing conditions and create a brief report. The analysis of the study area-including the Plan Area and its immediate context will include, but not be limited to:

1. Demographic and socioeconomic characteristics, including population, households, age, ethnicity, language, place of birth and residence, disability, income and poverty status;

2. Property ownership;

3. Employment (number of jobs by wage/salary and occupation);

4. Planned land use and zoning designations, and relevant planning guidance in the form of policies pertaining to land use, development, urban design, parks and public facilities, historic preservation;

5. Summary of previous planning efforts for the project area;

6. Summary of other relevant Planning documents that will inform the Precise Plan;

7. Development projects in the pipeline and underway;

8. Existing affordable housing (including existing restricted and unrestricted affordable housing sites);

9. Historic structures and places and historic background of the Downtown;

10. Site Character;

11. Block Pattern, building pattern, parking surfaces, community anchors, character areas, critical linkages, streetscape, public realm, and vocabulary of landscape and development features;

12. Existing/proposed public transportation (including stop locations and frequencies), roadway facilities, bike and pedestrian routes;

13. Transit ridership and multimodal traffic volume data; i.e. vehicle, bicycle and pedestrian, travel mode to work, travel and circulation patterns;

14. Existing operations of each transportation system component based on available data;
Agreement with Wallace Roberts & Todd, LLC
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Page A-2

15. Existing/proposed infrastructure capacity;

16. Existing land use (inventory of housing, jobs, parks, neighborhood amenities/retail, community facilities, social services, and schools/playgrounds) and physical characteristics; and

17. Natural hazards data.

B. Deliverable: Submission of Existing Conditions Report in editable Microsoft Word and PDF formats.

Subtask No. 1.4: Opportunities and Constraints Analysis A. Services: The vision for the Downtown is to promote it as the historic, economic, and cultural heart of the City in such a way that enhances its strong business climate and bolsters the City's high quality of life. Consultant shall identify opportunities for development, and where the development will be constrained.

Specific objectives include:

1. Identifying assets on which to build, such as the character of surrounding neighborhoods; successful businesses, programs and gathering spaces; proximity to transit and the university;

2. Identifying design goals and policies necessary for future development to successfully meet the vision for the Plan Area;

3. Considering how to support historic preservation and sensitively transition new development to the adjacent single-family neighborhood;

4. Exploring options for connecting the area to transit, particularly to the Santa Clara Transit Station, and re-stitching the street grid;

5. Identifying curb-side management strategies to incorporate evolving transportation technologies and the shared economy;

6. Identifying potential future development sites within the Plan Area, and how future development could proceed in phases;

7. Site Constraints;

8. Development parameters and opportunities based on current zoning regulations;

9. Ground truthing the development capacity identified in the General Plan (i 29,300 square feet of new commercial uses and 396 new residential units) and considering the "fit" between realistic development outcomes under the existing plan and the emerging vision for the Plan Area.

B. Deliverable: Opportunities and Constraints report, including maps, graphics, and narrative necessary to convey the results of the analysis.

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Task No. 2: Issue Identification and Vision
Consultant will complete the tasks outlined below.

A. Services: Develop Community Involvement/ Public Outreach Strategy The Consultant shall develop a collaborative public outreach strategy for the project.

The strategy shall outline the process for engaging stakeholders, leaders, community groups, minority populations, and other interested citizens in crafting a Precise Plan for the Downtown Focus Area. The Public Outreach Strategy shall include, but not be limited to:

1. Online Engagement Tools. Consultant will provide graphics and interactive materials for the City's website and social media, to mirror and augment in person engagement and expand the community outreach to a diverse population. Consultant will revise or monitor the on line engagement tool based on the feedback from City staff or community if necessary.

2. Establish Technical Advisory Committee (TAC). The focus of the TAC will be to provide technical feedback at key points in the planning process. City staff will take the lead in establishing and coordinating the TAC and identifying specific members. The Consultant will provide feedback to the TAC members and facilitate and lead discussions, present technical materials, and take summary notes at three (3) TAC meetings. The following are the anticipated meeting topics requiring Consultant attendance.
• Meeting 1: Project overview and input from participants on the Public Outreach Strategy, Existing Conditions Report, and Opportunities and Constraints Analysis.
• Meeting 2: Review of potential plan scenarios and input on preferred direction.
• Meeting 3: Review of and input on plan framework, urban design and streetscape characteristics.

3. Downtown Community Task Force (DCTF). The focus of the DCTF will be to provide project updates, review the progress of the work and plan specifics, discuss issues and direction, and provide input. City staff has established the DCTF and identified the specific members. The Consultant team shall prepare meeting agendas, act as the facilitator for each of the task force meetings and lead discussions, present technical materials, and take summary notes. The following are the anticipated meeting topics requiring Consultant attendance. Additional meetings may be needed as the project progresses.
• Meeting 1: Project overview (including Existing Conditions Report) and input from participants on identifying community assets, anchors and challenges, opportunity development sites to address in the development of the Plan, and to help the DCTF articulate the vision for the Plan Area.
• Meeting 2: Overview of financial analysis. Review of potential plan Agreement with Wallace Roberts & Todd, LLC
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scenarios (created in Task 4 below) and input on preferred direction. • Meeting 3: Review and input on plan framework, which may include land use, multi-modal connectivity, streetscape alternatives, and urban design standards.
• Meeting 4: Review of public draft or adoption draft plan, and input on any refinements or additional details necessary.

4. Public Meetings. Facilitate events such as workshops, town halls, and open houses, and direct engagement such as pop-up workshops, focus groups, or interviews with stakeholders and/or focus groups. The Consultant team will work with City staff to identify residents, businesses, property owners, relevant public agencies, community groups, neighborhood associations, nonprofits, and faith-based organizations for outreach. The City will provide noticing and outreach for all community workshops. At a minimum, there shall be three (3) public meetings, two (2) workshops and one (1) open house.

5. Planning Commission / City Council Study Sessions. The Consultant shall assume presentations of draft material for at least two (2) Planning Commission and two (2) City Council study sessions.

To ensure meaningful engagement opportunities across the Plan Area's population, the strategy will identify any needed translation services required at the engagement activities defined in this task-using the demographic data gathered for the existing conditions report to understand level of need by specific language.

8. Deliverables:

1. Public Outreach Strategy memo that includes an outline of the key steps of the outreach process and anticipated schedule of when various engagement activities would occur.

2. Graphics and interactive materials for the City's website and social media.

3. Materials necessary to facilitate community, DCTF, and TAC meetings, including but not limited to; a PowerPoint Presentation; Exhibition boards; and meeting agenda.

4. Meeting summaries documenting input at TAC, DCTF, and stakeholder meetings.

5. Attendance at three (3) Technical Advisory Committee meetings.

6. Attendance at four (4) Downtown Community Task Force meetings.

7. Attendance at five (5) Stakeholder meetings.

8. Attendance at two (2) Planning Commission hearings and two (2) City Council Study Sessions.

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Task No. 3: Financial Analysis - Economic Sustainability Consultant will complete the tasks outlined below.

A. Services: Develop a Financial Analysis and Commercial Retention Strategy

1. The Consultant will analyze potential market demand for housing, commercial, office, and mixed-use development in the Precise Plan Area.

This analysis shall include the following.
a) Market Assessment: Consultant will establish and document real estate market potential and development factors relevant to the Downtown Plan Area. As part of its market assessment, Consultant will consider broad market trends as well as detailed information concerning new, high-performing local and regional comparable projects, including their market positioning, architectural format, amenity offerings, and market value.
• Socioeconomic and Market Trends: Consultant will establish and document real estate market potential and development factors relevant to the Downtown Plan Area. As part of its market assessment, Consultant will consider broad market trends as well as detailed information concerning new, high-performing local and regional comparable projects, including their market positioning, architectural format, amenity offerings, and market value • Market Valuations: Consultant will study real estate market product values in the local and regional market, including sale values and lease rates for product types that may be most appropriate for development for the Downtown. This focus on product valuation will home in on specific building sale and lease transactions. Consultant will consider a range of potentially comparable projects, developing case studies as appropriate, to establish market data for subsequent financial pro forma feasibility analysis.
b) Financial Feasibility: Consultant will develop a proforma financial analysis to inform the financial viability of potential projects for the Downtown.
c) Retail Strategy: Greensfelder Real Estate will work with Consultant on the economic analysis around commercial space, providing greater depth of experience in the specific retail segments and space needs that may be suited to Downtown Santa Clara to include:
• Analysis of potential key retail sites; and
• Recommendations on how ground floor commercial should be laid out along the connection axis between the Downtown area and transportation hubs.

2. The Consultant shall review the planned development program (129,300 square feet of new commercial uses and 396 new residential units) against real estate market conditions and trends within the Plan Area and the larger Agreement with Wallace Roberts & Todd, LLC
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surrounding market area and assess the potential competitiveness of the Plan Area in capturing enough demand to support the planned build-out and assess the economic challenges to creating the desired development pattern.

Consultant shall make recommendations on what type and amount of development and density will be needed to make it feasible to redevelop the Plan Area and support infrastructure needs and desires.

3. Based on the findings from the work above, the Consultant shall develop a recommended strategy that the City can take to overcome any identified challenges.

B. Deliverable: Financial analysis report including findings from the market assessment and financial feasibility testing. Specifically, the report will include recommendations on the amount, size, type, and location of commercial uses, and assessment of the potential of the Plan Area to support the planned build out. The report also will make suggestions for Plan implementation that seek to achieve the City's vision of an active Downtown destination.

Task No. 4: Development Scenarios / Conceptual Plans
Consultant will complete the subtasks outlined below.

Subtask No. 4.1: Land Use and Circulation Scenario Development A. Services: Consultant team will develop three (3) long-term vision scenarios for the Plan Area. The scenarios shall represent the planned build-out of the Plan Area and could include different land use and development intensities, key development sites, multi-modal connectivity improvements, open space plans, streetscape and public space improvements, infrastructure improvements, preserved or enhanced community anchors, and other physical changes to illustrate the various alternatives and potential concepts for the future of the area.

The water, sewer, electrical and natural gas demand associated with development under each scenario will also be assessed.

The intent of the scenarios is to enable long-term creative thinking for the Plan Area around several topics, by providing a small number of initial concepts for the community, City staff, elected officials, and other stakeholders to respond to.

The concepts will be informed by the market and financial feasibility analysis (Task 3 above) and be feasible under current or potential future market conditions. The land use scenarios will be vetted with the DCTF and the TAC and used as a starting point for community feedback and creative problem solving in a workshop format.

B. Deliverable: Land Use Scenarios Memorandum, including maps and graphics for each scenario; a "fact sheet" that provides an overview of development potential, land use mix, potential intensities and heights, anticipated growth in residents and/or workers, potential new public spaces, and consideration of tradeoffs; and precedent images that illustrate development types associated with each scenario. The Consultant team will refine the concepts and finalize them for Workshop #"1 based on the comments received from City staff, the TAC Agreement with Wallace Roberts & Todd, LLC
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and the DCTF.

Subtask No. 4.2: Plan Framework and Urban Design Team Charrette A. Services: Based on feedback on the land use concepts, including critical feedback from the first workshop, the Consultant team will create a "plan framework" that best expresses the community's vision for the fundamental elements, relationships, and character of future Downtown development. This plan framework will be the starting point for discussions with the DCTF and TAC in a second round of meetings that will also be the launching point for a 3-day team charrette.

B. Deliverable: Plan Framework and Urban Design Team Charrette.

Subtask No. 4.3: Opportunity Site Development Scenarios A. Services: The Consultant, with assistance from the City and the DCTF (meeting #1 in Task 2 above) and based on the land use scenario development in Subtask

4.1 above, shall identify at least three (3) opportunity sites for which to model three (3) physical development options, including photo-simulations and/or other visual graphics necessary to depict potential new development. These graphics shall illustrate design concepts for vision, land use, open space and placemaking, urban design and streetscape and circulation chapters. The outcomes of this task shall inform the content of Workshop# 2 in Subtask 5.2 below and the development of the design guidelines for the Draft Plan in Subtask

6.6 below.

B. Deliverable:

1. Opportunity Site Development Scenarios Memorandum. The opportunity site development scenarios memorandum shall include diagrams used to illustrate the development of at least three (3) opportunity sites each with three (3) physical development options that may be depicted using 30 models, photo simulations, plans, and sections. These graphics shall illustrate design concepts for vision, land use, open space and place making, urban design and streetscape and circulation chapters.

Each of the development options shall be accompanied by descriptions, diagrams, development tables, pros and cons comparisons, and a summary of the effectiveness of each alternative in meeting project goals and indicators or addressing significant issues project issues.

It is expected that some of these graphics will be used in the final Plan document and will therefore require multiple revisions based on City staff and public comments. As such, the Consultant shall make changes to the graphics to the satisfaction of City staff.

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Task No. 5: Workshops
Consultant will complete the subtasks outlined below.

Subtask No. 5.1: Workshop #1: Identifying Plan Principles, Opportunities and Constraints, Land Use
A. Services: The first workshop shall introduce community members to the project, present existing conditions and background research, summarize the public outreach strategy, and gather public input on the opportunities, constraints, goals, principles, and a vision for the Plan Area as determined by City staff and the Consultant. The workshop shall build on the work completed in Subtask 4.1 above. The presentation should include context-sensitive development examples and sketches that can be used for gauging community preferences.

B. Deliverables:

1. Facilitate Workshop #1.

2. Provide an agenda, PowerPoint presentation, and a minimum of five exhibition boards and other graphic materials necessary for community engagement activities.

3. Provide a workshop summary report that will be published on the City's website and shared with the community. This shall be done in a maximum of two weeks after the workshop.

4. Prepare the draft guiding principles/vision. The draft guiding principles/vision report shall identify the guiding principles and vision inspired by community input and will be used for the entire planning process.

Subtask No. 5.2: Workshop #2: Urban Design & Circulation/ Streetscape A. Services: The second workshop shall present the results of stakeholder and community feedback from Workshop #1 , build upon the work completed in Subtask 4.3 above, and introduce urban design, streetscape, and circulation concepts, as well as conceptual development alternatives. The workshop shall be geared towards receiving feedback on the draft concepts, alternatives, and features that are desired in the Plan Area, which will be used to help shape the draft Precise Plan.

B. Deliverables:

1. Provide an agenda, PowerPoint presentation, and a minimum of eight (8) exhibition boards and other graphic materials necessary for community engagement activities.

2. Provide a workshop summary report that will be published on the City's website and shared with the community. This shall be done in a maximum of two weeks after the workshop.

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Task No. 6: Develop Draft Precise Plan Chapters
Consultant will complete the subtasks outlined below.

A. Services:

The Consultant team will create the draft Plan based on the results of the Land Use Scenarios and Opportunity Site Development Scenarios memorandums, existing conditions report and the results of the public engagement process.

The Consultant team shall develop a template for the draft Precise Plan document in Adobe InDesign. The draft Precise Plan shall address the topics discussed in the subtasks below. Each chapter shall identify principles for the given topic supported by goals, policies, standards, and guidelines as appropriate. The Plan shall include supporting illustrations and graphics that support the narrative.

1. Task 6.1: Introduction: Description of the project setting, purpose of the document, relationship to other City plans and policies, and a description of the planning process used to develop the Plan and the role the public played in creating the Plan.

2. Task 6.2: Vision & Guiding Principles: Describes the overall vision and principles of the Plan.

3. Task 6.3: Goals & Policies: The goals and policies for the Precise Plan shall provide a framework for the physical development of the Plan Area and support the vision for the Plan. The goals and policies shall include, and build upon, the existing policies in the General Plan for the Downtown Focus Area, as well as the City-wide policies related to areas of historic sensitivity, in Section 5.6, and neighborhood compatibility, in Section 5.5.

4. Task 6.4: Land Use Plan
a) The land use fabric shall be designed to facilitate the development of a complete community with a mix of land uses that promote increased pedestrian activity and contribute towards the development of a strong community identity with vibrant public spaces. The land use plan shall also reflect historic structures and transitions to single~family homes. b) Development within the Plan Area could be at intensities of almost 2.0 FAR, with building heights between five and eight stories. Allowed building intensity and heights in the remainder of the Plan Area are typically lower, with maximum heights between three and four stories.

Description of land use designations should reflect the planned total number of units and square footage of non-residential uses. Population and job projections should also be included.

5. Task 6.5: Circulation & Parking
a) To support the development of the preferred alternative and to create "complete" streets for all modes and improve access and safety in and around the Plan Area, the Consultant shall identify conceptual circulation and roadway improvements, and policies and guidelines to support such improvements. The circulation and roadway
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improvements will be identified through the results of a transportation and circulation analysis. The analysis shall focus particularly on improving bicycle, pedestrian, and transit access within and to the Plan Area. Specifically, connections to nearby destinations, such as the Santa Clara Transit Station, Santa Clara University, the Old Quad neighborhood, El Camino Real, and City Hall, should be emphasized for pedestrian and bicycle movement. The vision in the General Plan for the Downtown Focus Area includes a future transit loop to connect the Downtown area to the Santa Clara Transit Station, and possibly the aforementioned areas.
b) The circulation network for the Precise Plan shall serve all modes of travel and may include new streets, paths and connections to existing roadways. Specifically, the General Plan calls for reconnecting Franklin Street and returning the street grid. Storm water management in the public right-of-way shall also be addressed. Circulation maps, graphics, and cross section recommendations for streets and path facilities in the Plan Area shall be prepared.
c) Parking management strategies and Transit Oriented Development (TOD) parking ratios shall be identified, as well as a range of Transportation Demand Management (TOM) measures that may be applied to future development projects.
d) Wayfinding Program: The Consultant shall develop a comprehensive wayfinding and community identification sign program to promote the identity of the Downtown Plan Area and make it easier for visitors to find their way around and enhance the overall experience. As a part of this program, gateway locations should be identified.

6. Task 6.6: Design Guidelines
The design guidelines shall build upon the City's existing General Plan design policies, as well as the information gathered at the community workshops, TAC, and DCTF meetings, to identify additional guidelines that should apply specifically to this Plan. These guidelines shall be designed to facilitate attractive pedestrian, bicycle, and transit-oriented development that is also consistent with sustainability and green building best practices. The design guidelines shall be supported with illustrations and graphics necessary to provide a clear understanding of the intent of key guidelines. a) Building Design Guidelines: For new development within the Plan Area the building design guidelines shall address: building siting; bulk and massing; height; setbacks; transitions to adjacent existing low scale uses; transitions and sensitivity to adjacent historic resources; building articulation; architecture; landscape design strategies; and parking design.
b) Open Space Design Guidelines: Open space design guidelines shall address the provision for adequate public and private open space as Agreement with Wallace Roberts & Todd, LLC
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an integral part of the conceptual land-use alternatives and site planning for new development. These guidelines shall also address creating a network of open spaces connected by greenways and/or pedestrian-priority streets that complement and connect with other existing open spaces within a half mile distance of the Plan Area. c) Streetscape / Public Realm Design Guidelines: The Consultant shall develop "public realm" streetscape plans that identify conceptual improvements for specific locations from the range of options discussed with the community. Streetscape improvements should include enhanced bikeways, widened and enhanced sidewalks and park strips, street trees, medians, pedestrian bulb-outs and pedestrian crossing refuge areas, transit stop improvements, enhanced crosswalks, placemaking strategies, public space and plazas, lighting, landscape and furnishings, signage, etc. The Consultant shall provide graphic representations of the streetscape plans, including:
• Before/after photomontage (simulation) illustrations for streetscape and circulation improvements;
• Streetscape sections; and
• Diagrams/graphics that illustrate streetscape improvement concepts, including, but not limited to, crosswalks, bike lanes, intersection improvements, curb ramps, and pedestrian refuge islands.

7. Public Services and Implementation
a) The Consultant shall include information about services and infrastructure needed to implement the Plan, including specific policies regarding utilities, public safety, and parks.
b) The Plan shall also identify actions and strategies for its implementation, including needed infrastructure improvements, such as roadways and parkland, and financing strategies to enable these improvements. An evaluation of projected costs and revenues associated with the proposed new streets (including utility infrastructure) and trolley loop and its potential effect on the City's budget should also be included.

B. Deliverables:

1. Administrative Draft Downtown Precise Plan:
a) One (1) Microsoft Word copy of the Plan (text only); b) One (1) Adobe lnDesign template for the Plan document; c) One (1) Adobe lnDesign copy of the Plan;
d) All electronic source files used to create the document; and e) All electronic supplementary files to the report.

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Task No. 7: Community Open House
Consultant will complete the tasks outlined below.

A. Services: The Consultant team shall assist staff in hosting an open house to present the Draft Plan to the community and provide an opportunity for the community to comment.

B. Deliverables:

1. Prepare and provide an agenda, PowerPoint presentation, and exhibition boards.

2. Facilitate the Community Open House.

3. Provide a workshop summary report that will be published on the City's website and shared with the community. This shall be done in a maximum of two weeks after the workshop.

Task No.8: Draft Plan Refinement
Consultant will complete the tasks outlined below.

A. Services: Refine the Plan document based on the comments received from the open house and TAC and DCTF meetings. The plan refinement may require multiple revisions in coordination with City staff.

B. Deliverables:

1. One (1) Adobe In Design copy of the refined Draft Plan.

2. All electronic source files used to create the document.

3. All electronic supplementary files to the report.

4. One (1) fully editable PDF copy of the refined Draft Plan.

Task No. 9: California Environmental Quality Act (CEQA) Clearance Consultant will complete the subtasks outlined below.

Subtask No. 9.1: Define Project, Review Data, Determine Existing Conditions, and Determine CEQA Strategy
A. Services: The Consultant shall work with City staff to define and determine the CEQA strategy necessary to prepare and complete the necessary CEQA documentation for adoption of the Precise Plan. The Consultant shall participate in a kick-off meeting to help determine the CEQA strategy and schedule. The meeting agenda shall include, but not be limited to, defining the scope, identifying the sections to include in the environmental document, collecting the necessary data and research, and determining the existing conditions.

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B. Deliverables:

1. Attend Kick-off meeting.

2. CEQA Strategy and Schedule.

Subtask No. 9.2: Prepare Draft Environmental Review Clearance Documents A. Services: Consultant shall prepare draft environmental review clearance documents. The environmental review scope is anticipated to include a program level Initial Study with technical studies, and Negative Declaration or Mitigated Negative Declaration that tier off the certified Environmental Impact Report (EIR) for the City of Santa Clara 2010-2035 General Plan The document shall address all required CEQA topics. At a minimum, technical studies will be required for cultural resources, traffic, and air quality.

B. Deliverables:

1. Notice of Determination, one draft and one final version.

2. Attend one Planning Commission and one City Council hearing.

3. Prepare final Initial Study.

However, if an EIR is required, the report shall include the following deliverables:

1. Prepare a Notice of Preparation (NOP) (one draft and one final).

2. Assist City staff with scoping meeting(s); review, compile, and respond to comments received.

3. Prepare Administrative and public draft EIR.

4. Prepare a Notice of Completion (NOC) and Notice of Availability (NOA) (one draft and one final).

5. Prepare the First Amendment to the Draft EIR; including Response to Comments, Mitigation Monitoring and Reporting Program, CEQA Findings, and Statement of Overriding Considerations, if applicable.

6. Prepare Notice of Determination (NOD) (one draft and one final).

7. Attend one (1) Planning Commission and one (1) City Council hearing.

8. Prepare final environmental document.

Task No. 10: Planning Commission and City Council Public Hearings Consultant will complete the subtasks outlined below.

Subtask No. 10.1: Planning Commission Hearing
A. Services: The Consultant team shall make changes to the draft document (text and/or graphics) based on the Planning Commission's recommendations.

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B. Deliverables:

1. Attendance at Planning Commission Hearing.

2. Preparation of material content for staff report and PowerPoint presentation.

Subtask No. 10.2: City Council Hearing
A. Services: The Consultant team shall make changes to the draft document (text and/or graphics) based on the City Council's recommendations.

B. Deliverable:

1. Attendance at City Council Hearing.

2. Preparation of material content for staff report and PowerPoint presentation.

3. OPTIONAL TASKS
At the City's sole option, the Consultant may assist the City with the development of a Request for Proposals (RFP) for the sale or lease for the development of City owned properties located within the Downtown Precise Plan Area, by performing one or more of the services described below. All optional tasks performed shall be priced pursuant to the pricing stated in the Optional Task Price List in Exhibit B, Section 4.

3.1. Optional Tasks

5.4.1. Developer Round Table Conference: Consultant shall engage with the developer community to form a panel that reflects the various project types that may be appropriate to different areas of the Downtown study area. Consultant shall facilitate a round table conference where the developers will show the projects they have built and explain how they may be appropriate to certain downtown infill opportunities and what project characteristics would be attractive to them.

5.4.2. Student Engagement: Consultant shall perform targeted outreach to students at Santa Clara University, local high schools and other youth organizations to engage them in shaping the future of Downtown Santa Clara.

5.4.3. Summer Event Pop-Ups: Consultant shall facilitate up to three (3) pop-up booths at city-wide events such as farmers markets, art & wine festivals, street dance events, the Fourth of July City picnic, etc.

5.4.4. Meeting in A Box: Consultant shall provide a complete package of engagement tools to City staff or partner organizations to conduct outreach and engagement meetings. Consultant shall also perform an audit of the meeting(s) with TAC/DCTF members and
stakeholders.

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5.4.5. Retail "101" Workshop: Consultant shall present a workshop discussing how retailers determine if a new store is warranted; how data is collected and analyzed; how real estate is evaluated; and how internal decision processes work. Participant takeaways shall include an understanding of retailer processes, so they can determine whether a retailer cares about a particular property, and how to communicate a property's compelling attributes to a potential retail tenant.

5.4.6. Ground-Floor Retail Best Practices Guidance Document: Consultant will prepare a guidance document for City staff (and developers) to use to make sure that ground floor space is designed appropriately for retail uses.

5.4.7. Illustrations: Consultant shall provide artist renderings of the preferred concept.

5.4.8. Phase 1 Environmental Assessment: The Initial Study's Hazardous Materials section will be augmented by a Phase I Environmental Site Assessment prepared by Consultant, or Subconsultant. Mitigation measures to reduce significant hazard and hazardous material impacts will be identified, as appropriate.

5.4.9. Environmental Impact Report: Consultant shall prepare an Environmental Impact Report.

5.4.10. Support Preparation of Developer RFP: Consultant shall assist the City in the preparation and review of a developer RFP.

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1. Maximum Compensation

EXHIBIT B

SCHEDULE OF FEES
The maximum amount of compensation to be paid to Consultant shall not exceed Five Hundred Seventy-Eight Thousand Three Hundred Forty-Six Dollars ($578,346).

2. Project Tasks
City shall pay Consultant for completed Downtown Precise Plan preparation tasks as set forth in the Scope of Services (Exhibit A) at the rates listed in Table B1 - Payment Schedule below.

3. Reimbursable Expenses
City shall pay Consultant for approved reimbursable expenses. The total not-to-exceed compensation for reimbursable expenses is listed in Table B1- Payment Schedule below.

Table B1 - Payment Schedule
Task Number Deliverable

1.1 Project Initiation Kick-off Meeting

1.3 Existing Conditions Report

1.4 Opportunities and Constraints Report
2 Public Outreach Strategy Memo
2 Online Community Engagement Tool
2 Materials for Meetings
2 Meeting Minutes and Comment Summaries
2 Attend Three TAC Meetings
2 Attend Four DCTF Meetings
2 Attend up to Five Public Meetings
2 Attend Two Planning Commission Hearings
and Two City Council Study Sessions
3 Financial Analysis Report

4.1 Land Use Scenarios Memo

4.2 Opportunity Site Development Scenarios
Memorandum
5 Plan, Schedule, and Facilitate Two Workshops
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Cost
$19,910
$33,945
$13,170
$1,850
$6,970
$3,660
$3,120
$11,230
$15,880
$5,240
$10,320
$31,260
$38,235
$36,505
$21,014
Page B-1
5 Draft guiding principles/vision report for
Workshop #1
5 Workshop summary report for two workshops
6 Administrative Draft Downtown Precise Plan
7 Prepare agenda, PowerPoint Presentation,
and exhibition boards, and attend Community
Open House
7 Workshop summary report for Community
Open House
8 Refine the draft Plan document

9.1 Attend CEQA project meeting

9.1 Prepare CEQA strategy and schedule
documents

9.2 Administrative draft environmental document

9.2 Notice of Preparation

9.2 Assist City staff with scoping meeting(s);
review, compile, and respond to comments
received

9.2 Prepare Administrative and public draft EIR

9.2 Prepare a Notice of Completion and Notice of
Availability

9.2 Prepare amendment to draft EIR

9.2 Notice of Determination

9.2 Attend one Planning Commission hearing and
one City Council hearing

9.2 Final draft of the EIR

10.1 Attend Planning Commission Hearing

10.2 Attend City Council Hearing

10.2 Materials for the staff report and PowerPoint
presentation
i--ai Reimbursable Expenses
TOTAL
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$540
$567
$68,380
$9,994
$526
$12,880
$2,930
$69,950
$5,160
$5,160
$9,680
$14,295
$452,371
Page B-2

4. Optional Tasks

4.1. At the City's sole option Consultant shall perform the optional task(s) listed in Exhibit A, Section 3 entitled "Optional Tasks".

4.2. City shall pay Consultant for completed optional tasks at the rates listed in Table B2- 0ptional Task Price List below.

Table B2 - Optional Task Price List
Task Cost
Developer Round Table Conference $8,320
Student Engagement $7,500
Summer Event Pop-Ups $8,020
Meeting in A Box $2,940
Retail "101 ll Workshop $2,500
Ground-Floor Retail Best Practices Guidance Document $4,000 Phase 1 Environmental Assessment $14,375
Prepare EIR $30,000 -
$70,000
Support Preparation of Developer RFP (per site) $8,320

5. Invoicing

5.1. Consultant shall submit to the City a monthly invoice by the fifteenth (15th) day of each month, in arrears, for payment for services performed the previous month, pursuant to this Agreement.

5.2. Each invoice shall include the task costs for the previous month. The invoiced task costs shall be in a separate section from the reimbursable expenses.

5.3. The City shall review the invoice submitted by Consultant and within ten (10) working days of receipt of the invoice, the City shall notify Consultant of any discrepancies or deficiencies in said invoice.

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

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Page B-3

8. Payment to Consultant

8.1. Except as otherwise provided in this Agreement, the City shall make monthly payments within thirty (30) calendar days from the City's approval of Consultant's invoice.

Agreement with Wallace Roberts & Todd, LLC
Rev. 07-0i-i8

Page 8 ends

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting the Consultant's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Consultant shall provide and maintain in full force and effect, 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 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, non-owned and hired autos.

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated Agreement with Wallace Roberts & Todd, LLC
Rev. 07-01-18
Page C-1
wastes and/or hazardous or regulated materials, Consultant and/or its subconsultants involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS' COMPENSATION

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

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

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

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

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

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 201011 85 Agreement with Wallace Roberts & Todd, LLC
Rev. 07-01-1 B
Page C-2
or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

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

3. Cancellation.

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

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

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

1. Consultant agrees to ensure that subconsultants, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Consultant, provide the same minimum insurance coverage required of Consultant, except as with respect to limits. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Consultant agrees that upon request by City, all agreements with, and insurance compliance Agreement with Wallace Roberts & Todd, LLC
Rev. 07-01-18
Page C-3
documents provided by, such subconsultants and others engaged in the project will be submitted to City for review.

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

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

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

H. EVIDENCE OF COMPLIANCE
Consultant or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25"8 certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.

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

EBIX Inc.

City of Santa Clara, Parks and Recreation Department
P .0. Box 100085 - 82 or 1 Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
Agreement with Wallace Roberts & Todd, LLC
Rev. 07-01-18
Page C-4
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.

Agreement with Wallace Roberts & Todd, LLC
Rev. 07-01-18
Page C-5
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
19-1006 Agenda Date: 10/8/2019

REPORT TO COUNCIL

SUBJECT
Action on the Award of Agreement to Wallace Roberts & Todd, LLC for Downtown Precise Plan Consultant Services and Related Budget Amendment

BACKGROUND
The City of Santa Clara’s 2010-2035 General Plan identifies focus areas throughout the City, including the Downtown area, to promote the City’s diverse economic base and meet the demand for housing that addresses job growth in the City and region.

In August 2015, the Santa Clara City Council adopted a Strategic Objective to evaluate a Santa Clara Downtown/Super Block project. The City then hired an urban design consultant to help facilitate a series of workshops and meetings between October 2015 and November 2017, which were used to gather community input on a vision for the Downtown area’s future development. Through this process the community identified several objectives for the redevelopment of the Downtown area as a vibrant, pedestrian-oriented destination. The restoration of Franklin Street as a public right-of-way open to vehicular traffic was identified as a primary objective.

The possibility of revitalizing the City’s historic Downtown area has engaged City community members, including organizations such as Reclaiming Our Downtown and the Old Quad Resident’s Association. In response to community interest, the City Council approved the Biennial 2018/19 and 2019/20 Capital Improvement Program Budget that includes $400,000 to support the preparation of a Precise Plan that will provide guidance for new development within the Downtown area through policies, guidelines, and illustrations that implement the community vision and objectives for a vibrant, pedestrian-oriented destination. As part of this effort, the City requires a consultant to assist in the preparation of the Precise Plan.

DISCUSSION
In February 2019, the City issued a Request for Qualifications (RFQ) for Downtown Precise Plan Consultant Services, using the City’s e-procurement system. A total of 75 companies viewed the RFQ and the City received proposals from four companies by the March 25, 2019 deadline:
· Dyett & Bhatia Urban & Regional Planners (Oakland, CA) · Lisa Wise Consulting, Inc. (San Francisco, CA)
· M. Arthur Gensler, Jr. & Associates dba Gensler (Los Angeles, CA) · Wallace Roberts & Todd, LLC (San Francisco, CA)
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19-1006 Agenda Date: 10/8/2019
Evaluation: A seven-member evaluation team with representation from the Community Development Department, Public Works Department, City Manager’s Office, and the Downtown Community Task Force was formed to evaluate the proposals. Each team member independently evaluated and scored the proposals.

Proposal Responsiveness: Staff determined all proposals were responsive and met the initial pass/fail review of the stated minimum qualifications.

Cover Letter and Qualifications (25% weight): A letter identifying the proposer’s firm and highlights of the proposal package. Additionally, each proposer submitted a statement of qualifications for their firm and proposed project staff including resumes and relevant project lists.

Project Approach (25% weight): The evaluation team evaluated the proposers’ project approach including the major tasks and services to be provided, and proposed subconsultants.

Draft Scope of Work (40% weight): The proposers were required to submit a draft scope of work for the project including a project schedule that outlined the timing of each task and deliverable.

References (5% weight): The proposers were required to submit with their proposal three references for similar services performed.

Cost (5% weight): Cost proposals were opened and scored at the end of the technical proposal evaluation.

Oral Presentations: On June 28, 2019, the four proposers were invited to participate in oral presentations to demonstrate their knowledge and understanding of the City’s requirements and introduce key personnel who would be assigned to the project.

The evaluation results are summarized in the table below.

Criteria Maximum
Points
Dyett &
Bhatia
Lisa Wise
Consulting
Gensler Wallace
Roberts & Todd
Cover Letter 5 4 4 4 4
Firm Qualifications 10 8 8 8 8
Staff Qualifications 10 8 8 8 8
Draft Scope of Work 40 27 29 32 33
Project Approach 25 19 19 18 21
References 5 3 4 4 5
Cost 5 5 4 4 4
Totals 100 74 76 78 83
Notice of Intended Award:

A Notice of Intended Award (NOIA) announcing the City’s recommended Consultant was published on July 1, 2019. The RFQ process included a ten-day protest period; no protests were received.

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19-1006 Agenda Date: 10/8/2019
Recommendation:

Staff recommends award of agreement to Wallace Roberts & Todd, LLC. The evaluation team unanimously agreed that their expertise and project approach is the most advantageous and provides the best value to the City. The Consultant’s team is comprised of industry experts in town planning, placemaking, transportation, economic development, environmental analysis, and community engagement. Additionally, their solution included the following key attributes. · Integrated community engagement that is built upon the efforts conducted in 2015 and 2017; · Balance between community needs and development realities; · Pro forma financial feasibility testing of prototypical opportunities to provide an assessment of current planning parameters and the economic challenges to creating the desired development pattern; and
· Development of a plan framework that is based on good town-making principles.

References were checked with Universal Paragon Corporation (California), the City of Millbrae (California), and the Town of Windsor (California). The references checked positive.

Pending Council’s approval, the Agreement shall be executed to provide the required consulting services for the Downtown Precise Plan development. The initial term of the Agreement shall be for three years ending on September 30, 2022, with an option to extend the Agreement for an additional three-year term through September 30, 2025.

The agreement is fixed-price with payments tied to the successful completion of the milestones listed in the table below. The cost elements include the tasks from the scope of work that were identified in the RFQ, as well as the optional tasks identified by the Consultant in their RFQ response.

COST ELEMENTS:

The Consultant shall work closely with the City and Downtown Community Task Force in the development of the Precise Plan. The Plan process shall include periodic check-ins with the City Council to report on community and Task Force input, and to receive Council feedback at key milestones in the planning process such as the completion of the market assessment; the proposed vision scenarios; and the preferred land use plan. Preparation of the Plan is anticipated to require approximately 18 months and includes the following key work program elements. · Analysis of existing conditions;
· Development of a public outreach strategy for the planning process; · Analysis of potential market demand for housing, commercial, office, and mixed-use development in the Precise Plan area;
· Development of three (3) long-term vision scenarios that represent the planned build out of the Plan area including, land use and development intensities, multi-modal connectivity improvements, open space plans, and streetscape and public space improvements; · Analysis of the economic feasibility of each land use scenario, along with a summary of community input, to inform the selection of a preferred scenario; · Design guidelines that build upon the City’s existing General Plan design policies, as well as the information gathered during the community outreach activities; and · The Precise Plan document, including the preferred land use scenario.

The unanimous selection of the Consultant by the evaluation team reflects the expertise the Consultant demonstrated in areas reflective of the work program, including the preparation of downtown plans, conducting community engagement, real estate economics, and form-based codes and other zoning tools.

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
Funds in the amount of $400,000 were allocated for the development of a Downtown Precise Plan, including the Franklin Street restoration, in the CIP budget (CIP 539-6559). From this budget, $90,000 was spent on a non-refundable deposit for an option on the acquisition of the Franklin Street Right-of-Way easement.

The Consultant’s proposal for the scope of work requested by the City has a cost of $452,371.

Additionally, the Consultant’s proposed optional tasks total $125,975. The combined total cost of the Consultant’s services is $578,346. Currently the available budget amounts to $310,000. Therefore, staff is requesting that funds in the amount of $268,346 be allocated from the Advanced Planning Reserve to cover the total cost of the Agreement.

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19-1006 Agenda Date: 10/8/2019
The budget amendment below allocates funding from the Advanced Planning Reserve account to the Downtown Master Plan Capital Project in the amount of $268,346.

Budget Amendment
FY 2019/20
Current Increase/
(Decrease)
Revised
General Fund
Reserve
Advanced Planning $368,749 ($268,346) $100,403
Transfers Out
Transfer to the General Government Capital
Fund
$933,535 $268,346 $1,201,881
General Government Capital Fund
Transfers In
Transfer from the General Fund $933,535 $268,346 $1,201,881 Expenditures
Downtown Master Plan Project $310,000 $268,346 $578,346

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, [email 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 Wallace Roberts & Todd, LLC to provide Downtown Precise Plan Consultant Services for an initial three-year term ending September 30, 2022, for a maximum compensation not to exceed $578,346, subject to the annual appropriation of funds;

2. Approve the related budget amendment recognizing appropriations of an additional $268,346 in FY 2019/20 in the Downtown Master Plan Capital Improvement Project for the development of a Downtown Precise Plan funded by the General Fund Advanced Planning Reserve; and City of Santa Clara Printed on 10/3/2019Page 5 of 6
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19-1006 Agenda Date: 10/8/2019

3. Authorize the City Manager to execute an amendment to extend the Agreement for an additional three-year period ending September 30, 2025 and increase maximum compensation in the event that additional services are required, subject to the annual appropriation of funds.

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

ATTACHMENTS

1. Agreement with Wallace Roberts & Todd, LLC
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Eblx Insurance No. s200004347
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

WALLACE ROBERTS & TODD, LLC

PREAMBLE
lhis agreement ("Amendment No. 1 ") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Wallace Roberts & Todd, LLC, a Delaware 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. The Parties previously entered into an agreement entitled "Agreement for Services Between the City of Santa Clara, California, and Wallace, Roberts & Todd, LLC," dated October 17, 2019 (Agreement); and
B. The Parties entered into the Agreement for the purpose of having Consultant prepare a Downtown Precise Plan, and the Parties now wish to amend the Agreement to expand the scope of services and corresponding maximum compensation.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 6 of the Agreement, entitled "Compensation and Payment," is amended to reflect a revised maximum compensation value of eight hundred seventy-eight thousand, three hundred forty-six dollars ($878,346).

2. Exhibit A of the Agreement, entitled "Scope of Services," is updated by appending the attached "Addendum to Scope of Services" to add new tasks to the original scope.

3. Exhibit B of the Agreement, entitled "Schedule of Fees," is amended to reflect a revised maximum compensation value of eight hundred seventy-eight thousand, three hundred forty-six dollars ($878,346) .

4. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.

Amendment No. 1 to Agreement/WRT-Downtown Precise Plan
Rev. 10/25/2019

Page 1 ends

The Parties acknowledge and accept the terms and condit ions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
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),OFFlOFTHECiTYATTORNEY .

Dated: j O / Z, / / ·z. I
~~

CITY OF SANTA CLARA
;ez_..c€ANNAJ.SANTANA
City Manager
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone : (408) 615-221 0
Fax: (408) 241 -6771

WALLACE ROBERTS & TODD, LLC
a Delaware Corporation
Dated : ,,...,...,~u~::;;=~~~-==;;;;; ;;;;;:::-:-,------- B y (Signature, : -----:--+=1!~Hi....-C~~:.61 '----;I- ---- - Nam · .....;;.;;= =---c=-==~ L__------L--f.. -------
Title: rinci al --~---- - --+-- ------Pr inc i pa I Place of 478 Tehama Street, Suite Business Address: San Francisco, CA 94103 _____ ....,__ __________ _ Email Address : __.j __ st __ ic_.k...,le...,v ..... @ .... w .... rt_.d._.e ... si .. g __ n ...... c=-=om==------- ---- Telephone: (415) 575-4722 ~~-------- - ------
Fax: (215) 732-2551 ~ ~ ~------------- -
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l:\PLANNING\Admin\Contracts\WRT\Amendment No. 1 - Form .doc Amendment No. 1 to Agreement/WRT-Downtown Precise Plan
Rev. 10/25/2019
Page2
Addendum to Scope of Services
The following tasks are to be included as additional services. A detailed description of these tasks is included in the attached proposal, entitled "DCTF Requested Additional Services" dated May 10, 2021, as presented to the City Council in RTC 21-667 on May 25, 2021.

Task Fee Timing
1 Form-based Zoning Code $118,600 7 months
2 Precise Plan Financing Analysis $103,700 4 to 6 months 3 Downtown Management Entity $21,000 2 months
4 Project Design Review $3,900 Ongoing
5 Additional DCTF Meetings $4,400 Ongoing
Total: $251,600 7 months
An additional $48,400 is being included in the contractual maximum compensation as a contingency to cover any unforeseen added Downtown community Task Force (DCTF) meetings, community outreach, or additional analysis. Use of this contingency shall be approved in writing by the City of Santa Clara's project manager prior to commencement of work.

In no event shall the maximum compensation under this contract for any and all services exceed eight hundred seventy-eight thousand, three hundred forty-six dollars ($878,346), subject to annual budget appropriations.

Amendment No. 1 to Agreement/WRT-Downtown Precise Plan, Addendum to Scope of Services Page 1 Rev. 10/25/2019

MEMORANDUM
To: Lesley Xavier
Principal Planner, City of Santa
Clara
Via email
CC: Jim Stickley
Principal, WRT
Dear Lesley,
Date: May 10, 2021
From: Peter Winch
Project Manager, WRT
Ref. No.: 08334.01
Project :

Re:

Santa Clara Downtown Precise
Plan
DCTF-Requested Additional
Services
The Downtown planning process has reached an exciting stage where the shape of the future downtown is coming into focus and excitement is building to create something that is a true reflection of this unique community. The Task Force and City are showing leadership in starting to think pro-actively about the next steps towards implementation and making sure that those steps lead to the best possible outcomes for a successful downtown.

At DCTF direction, the Consultant team described ten potential tasks that could augment and strengthen the Precise Plan. The Task Force considered these options, and decided to recommend five of these for additional City funding. On April 6, City Council asked for the Task Force and Staff to return with more a more detailed proposal for these scope items:
• Form-based Code
• Sign Ordinance for Downtown
• Area Development Impact Fee Program
• Project Design Review (1-2)
• Additional DCTF Meeting (1 -2)
Subsequently, DCTF also requested that an additional task, "Downtown Management Entity," be included.

These additional services are presented here; the form-based code and sign ordinance are presented as one combined effort. The total Consultant fee for these proposed tasks is $251,600, including labor and reimbursable costs . The tasks are expected to be completed within a ?-month WRT, LLC I 478 Tehama Street, Suite 2B I San Francisco, CA 94103 James Stickley CA LA-4251 rtdesign .com I 415,575.4722 John Gibbs CA LA-4417
• N:\ecXO\&ll-t Sanla C11-1a OoMllQ,',ll Prrcho Plan\t.fl.dm1nJ1t1a1ion\2•/\yteffrle-nU &: Ptopouh\\VRT PropoHh,\202l05IO_DCTf Add Sef\'kos Pu;,poul\10210SIO_SCDPr Add Servic.H_WRT THm.doc.(

MEMORANDUM
May 10, 2021

Page 12 ends

timeframe. We recommend these scope items can proceed as soon as funding is available, and all will benefit from occurring in tandem with the Precise Plan itself. It is not essential for outcomes of these tasks to be included in the Precise Plan. However, we do recommend that the Task Force make themselves comfortable with the level of oversight needed for tasks running concurrently, to allow the Task Force to be fully involved in each part of the process . A project schedule showing the potential alignment between existing and proposed scope items is included as an attachment.

Summary of Proposed Additional Services
Task Fee Timing
Form-based Zoning Code $118,600 7 months
2 Precise Plan Financing Analysis $103,700 4 to 6 months 3 Downtown Management Entity $21,000 2 months
4 Project Design Review $3,900 Ongoing
5 Additional DCTF Meetings $4,400 Ongoing
Total $251,600 7 months

MEMORANDUM
Santa Clara Downtown Precise Plan
Potential Additional Services, May 10, 2021

1. FORM-BASED ZONING CODE
May 10, 2021
Page I 3
David Sargent Town Planning (DSTP) and WRT will collaborate with the Downtown Community Task Force (DCTF) and the City in preparing a form-based development code for the Plan area . Such a code could be adopted as part of the Precise Plan document, or could be adopted as new form based zones that are integrated into the City's municipal code.

One advantage of adopting the standards as new form-based zones is that if one or more of the zones proved useful in other parts of town - for instance in some segments of El Camino Real - that zone could simply be applied to that area with a zoning map amendment.

We attach for reference the most recent Code we have prepared, for a plan in Claremont that has many characteristics in common with the SCDPP area. The area is around 20 acres and the Plan seeks to make "more downtown" on a more or less vacant site that is adjacent to low-density residential neighborhoods . The Code we propose to make for Santa Clara would be similar to this code in many ways, but of course customized as necessary to implement the intentions of the SCDPP, and integrated with Santa Clara's policy and regulatory framework.

The document will be prepared using Adobe lnDesign and delivered in PDF format. We strongly recommend that the Code be published on line as a PDF and not disassembled to be hosted on an online publishing platform (like Municode or Code Publishing). We have a lot of experience with this, and unless these services have made significant advancements in their technology in the past year, the way they organize codes as running text and occasional pictures renders a form-based code nearly unusable. The state of the art is still simply having a link wherever the municipal code is hosted that connects to a web server (likely the City's website) where the PDF is viewable and downloadable as a competently formatted document.

The DSTP/WRTTeam ("the Team") proposes to organize this work into the following tasks :

Task 1.1: Project Initiation and Scope Confirmation

MEMORANDUM
May 10, 2021

Page 14 ends

1.1 a - Kick-off Meeting: To initiate this phase of work, the T earn will meet with City staff to confirm major tasks and deliverables, discuss overall schedule, establish communication protocols between DSTP, WRT, City Staff and the DCTF, and discuss/confirm any other relevant administrative protocols needed to progress this work efficiently.

1.1b - Vision Confirmation: The Team will work collaboratively with the DCTF and City staff to refine and confirm the vision for the SCDPP Area (Plan Area); as it relates to street types, public space types, building massing schemes, frontage types, and parking configurations. We are confident that this effort can be integrated seamlessly into the ongoing Precise Plan work. We believe that the rigor and organized decision making required to build the framework for such a Code will be very helpful clarifying the range of possibilities for each block, street, and open space in terms of the height, use, massing, and frontage character of new development.

As shown in the proposed budget (attached), the Team anticipates that Task 1 would occur in three iterations, including calls with City staff and then meetings with the DCTF at the end of each iteration. It will be very important to reach consensus with the DCTF at this stage, confirming the vision and agreeing upon regulatory parameters and typologies. We also suggest that the Committee's role in subsequent tasks/stages of Code preparation be diminishing from task to task, as the work from here forward shifts from the general vision to the making of a rather technical document to communicate that vision and those intentions to design professionals and ensure its realization.

We strongly recommend that this task commence as soon as practical, and run concurrently with the confirmation of the Vision and Plan in the Precise Plan.

1.1c - Code Format/Technique Confirmation: Concurrently with Task 1.2, and based on our other recent code work, DSTP will prepare style sheets and a Code outline for review by WRT and City staff. DSTP will conduct meetings with WRT and City staff. Topics addressed will include the structure, content and format of the Code, the schedule for coordination with the Plan and EIR, and the method by which it would be adopted.

DSTP often also prepares Design Guidelines that are coordinated and integrated with but distinct from the Code, addressing topics that are better addressed with parameters and clear intentions rather than hard numerical standards. Decisions regarding which topics would be so addressed, and

MEMORANDUM
May 10, 2021
Page j 5
in what degree of detail will be important in this task. This should be presented to the DCTF only at a high level, not in detail for their input. Keeping the standard/guideline distinction clear is also helpful in meeting new State requirements for Objective Design Standards .

As the DCTF has shown interest in a Sign Ordinance for Downtown, we propose that such standards and guidelines be included in the Code, as is our standard practice (see the attached Claremont Code). Rather than incorporating sign standards and guidelines for Downtown into the City's existing sign ordinance, we recommend that succinct language be added to the existing ordinance which states that the Downtown Code supersedes any City-wide standards for properties within the Downtown Plan Area.

We strongly recommend that Task 1.1 - and also Task 1.2 if possible - be completed prior to, or concurrently with, the finalization of the Project Description for the EIR, for reasons described in the Rationale for Concurrent Plan and Code Preparation section below.

1.1 d - Scope Confirmation/ Adjustments: Based on direction confirmed in Tasks 1. 1 b and 1.1 c, DSTP, WRT and City Staff would agree upon any necessary adjustments to the overall scope, schedule, and budget, which would be finalized (as/if needed) by an amendment to this proposed scope and fee.

Task 1.2: Code Preparation & Adoption

1.2a -Administrative Draft Code Preparation: Based on the confirmed vision and form parameters from Task 1, and decisions regarding code structure and format and method of adoption in Task 1.1, DSTP will prepare a first administrative Draft Code. DSTP will be in close touch with WRT and City staff as we prepare and calibrate the Draft Code, and will submit it to WRT and City staff concurrently. DSTP will make revisions as requested by WRT and the City based on their review. The Draft Code can also be presented to the DCTF, but we recommend they not be asked to provide detailed comments on the techniques of the Code.

After City staff have had the chance to review the Draft Code in detail, we recommend a working session of 2 or 3 hours in which we can engage a number of staff to review the process by which projects will be evaluated in relation to the Code .

MEMORANDUM
May 10, 2021
Page I 6
At a time agreed upon with City staff, WRT and the DCTF, STP will prepare for and help to lead a community workshop in which the intent, structure and standards of the Draft Code will be presented for questions and comments and community input. The PowerPoint presentation prepared for this workshop will weave together the community vision and preferred alternative as documented in the ongoing Precise Plan process, and focus on how the Code will help to ensure that new private development and public realm improvements are well-coordinated, designed and calibrated to deliver that vision, one project at a time.

We suggest that this Workshop might also be, perhaps, a Planning Commission Study Session, perhaps jointly with the DCTF and/or City Council rather that simply a community workshop. Such sessions can be more effective if chaired by the Mayor or Planning Commission Chair rather than led only by City staff and consultants. STP attendance at the workshop is expected to be virtual rather than in-person.

1.2b - Public Review Draft Code Preparation: Based on the comments received from WRT and City staff, DSTP will refine and complete the Draft Code, so that it may be available for public review concurrently with the Precise Plan and EIR. We will deliver a "Screencheck Draft" to WRT and City staff and make minor refinements or corrections prior to its release for public review.

If requested, the T earn will participate in a Planning Commission workshop or joint Commission/Council study session to present the Code and answer questions. DSTP will then make a final round of refinements to the Code based on public and decision-maker input and City staff direction.

At a time agreed upon with City staff, WRT and the DCTF, STP will prepare for and help to lead a community workshop in which the Public Review Draft Code will be presented for questions and comments and community input. We suggest that a joint study session of the City Council and Planning Commission could be a good format for this Workshop. STP attendance at the workshop is expected to be virtual rather than in-person.

1.2c - Code Adoptjon: The Team will participate in one Planning Commission and one City Council hearing to assist City staff in presenting the Plan and Code. DSTP will make final minor revisions to the Code in response to comments and deliver the final document in PDF format- a high-resolution file for double-sided color printing and a hyperlinked web-ready file of the spreads.

MEMORANDUM
May 10, 2021

Page 17 ends

If the City determines to adopt the new zones (we anticipate one to three zones, depending on decisions reached in Task 2) within the Santa Clara Municipal Code (SCMC) it is likely that some City staff time will be required to complete the integration of procedures and general standards with other section of the SCMC.

Potential Reimbursable Expenses
Due to the uncertainty of travel during this time, we assume that attendance at meetings and workshops will be virtual rather than in-person. As/if travel protocols change during the course of this work, and physical attendance is requested, we provide an estimated cost-per-trip (for travel and lodging) which are not included in the base budget.

Proposed Professional Fees
We propose to provide the services outlined above on a time and materials basis, per the estimates shown on the attached spreadsheet. We will not exceed those fees without providing the City with advance notice in writing of the potential for additional time and fees, and an explanation of the reasons such appear likely. The time required for preparation of the Code is quite predictable based on our extensive experience, but the time required for meetings with City staff, the DCTF and others is much less pr~dictable . And it has been our observation to date that the ratio of meeting time to plan preparation in this situation is quite high. Our fee proposal is intended as a "realistic/efficient" process projection, not a "worst case" estimate.

More could be provided if necessary and public health conditions permitting, at an additional cost.

We will bill such expenses at our actual cost with no administrative markup.

Rationale for Concurrent Plan and Code Preparation
DSTP strongly recommends that the Code be prepared concurrently with the completion of the Plan.

To do otherwise, based on many years of experience in this area, would be at the least to miss an opportunity, and could also add significantly to the time and cost while significantly reducing the quality of the documents and confusing City staff, DCTF, and the public.

MEMORANDUM
May 10, 2021
Page I 8
Listed below are the top few advantages of preparing the Plan and Code concurrently, iteratively, and collaboratively.

Support the Precise Plan Completion: The process of breaking down the "vision" that we have been sneaking up on for so long into a system (a.k.a., Plan and Code) could be greatly helped by helping the City and DCTF in thinking of the Plan as a "kit of parts" from which the once and future downtown should be made. And those "parts" are of course typological - building/massing types, street types, frontage types, use types, parking configurations, etc. - not "predesigned buildings." That is what making a code is all about. We always describe the process as "reverse engineering the vision into a kit of parts, and a process for assembling them into a place." That is what needs to be done, now, even just to finish clarifying the vision for the Plan, and might as well also be used to establish the Code also.

Support Predictability and Cohesion: The process of making a code compels all parties to consider the options, and to make choices that rule certain things in, rule certain things out, and clarify the range of potential outcomes within which they'd be happy, and outside of which they would not be.

Most general and many specific plans in California have for far too long stopped at the fuzzy "vision" level, which then leaves it up to each person's own imagination what those nice words might mean - " neighborhood scale", "sustainable", "high quality design", etc. (Except for the things that can be easily quantified, like building height, setbacks, FAR, DUA, see below.) So then in some later discretionary review process, whoever happens to be the director or on the Planning Commission or City Council makes decisions based on what those words mean to them at that time in that context.

The result is a very unpredictable process that discourages highly qualified developers, adds time and cost to the process, and yields inconsistent results, such that two buildings which were each deemed "ok, let's approve it" next door to one another just look odd next to one another.

Avoid "Planning Fatigue": The precise plan process has been underway for a long time already. If it were brought to a conclusion without the Code, the process of gaining consensus on the Code would seem to most like deja vu all over again. All the same topics would be re-covered, bringing up all the same concerns, requiring all the same decisions to be made, and leading to a lot more DCTF meetings rehashing the same things and perhaps second-guessing some, leading to amendments to the new Plan.

MEMORANDUM
May 10, 2021
Page I 9
Avoid Conflicting Metrics/Environmental Analyses: As I mentioned to Jim - and to Manuel and Andrew as well when they wanted to speak with me - regulation by building form is not the same thing as regulating by FAR and DUA. And as is so clear from all the DCTF discussions to date, what the committee is most concerned about- and appropriately so - is the form and character of the blocks, buildings , and streets . The form-based code is a tool that operates directly on what they care about the most. FAR and DUA are very useful metrics at the general plan level, or even at a large specific plan level for CEQA analysis. But at the scale of the building and the block they are worse than useless . For instance:
• A 4 and 5-story mixed-use project on a 2-acre site (a 300 x 300 foot block) might yield 150,000 gross square feet of habitable building area. That would be an FAR of about 1.7. • If the ground floor (which would be smaller in usable area than upper floors due to parking) were 15,000. S.f., the non-residential FAR would be 0.10. And if the remaining 135,000 s.f. were housing, and the average gross square feet per dwelling were 1,000 s.f. parked at 1.75 spaces per unit that would be 135 units with 236 parking spaces and 67 .5 DUA. • If the exact same building and parking were organized with smaller units at 700 g.s.f. per unit, that would be 193 units parked at a ratio of 1.22 spaces per unit, and 96.5 DUA. • It would be reasonable to anticipate that the number of residents in the smaller unit scenario would be about the same in both cases, with the same number of cars. And very likely LESS traffic generated, as the smaller units with less parking per unit would tend to attract a demographic more interested in using transit and active transportation and enjoying a pedestrian-oriented urban lifestyle.
• In our plans and codes we do NOT regulate by DUA. The EIR project descriptions are based on well-reasoned assumptions regarding average DUA and numbers of units . The Plans sometimes stipulate a cap on total units in the district- which if exceeded at some point might require further CEQA review- but the standards do not regulate by DUA per building or per block. They regulate by building size, scale, massing, form, use , and frontage, which is what we've been discussing with the DCTF for so long. • The specific intention of a Plan for a downtown is to "pack as much development as possible into a compact area without making a mess." Whereas all the plans they have made for decades intend to spread development out to avoid localized "congestion", under the suburban/CEQA assumption that "the solution to pollution is dilution".

WRT MEMORANDUM
May 10, 2021
Page I 10
Regulation by DUA is very good at that, and that is what has sprawled cities out over the region and is killing the planet.

Of course, we know that you understand these metrics and principles as well as or better than we do, and we're focusing here on the linkage between these metrics as they may be present in the Plan and the EIR, and the development standards. Our concern is that if the Precise Plan and EIR were completed ahead of the Code work- regulating "density" by DUA as most suburban cities do - and then we came in suggesting that it be regulated by building mass and volume, it could cause great concern and consume large amounts of time and political capital. And might very well require amending the EIR or arbitrarily limiting DUA, as many people would assume such a change was to let developers "get away with something." If fact, if you limit DUA, what you get is large units, which may or may not foster the housing catering to urbanites who want to use transit and local businesses more and drive less.

Meetings
• Kick-off meeting
• Meetings with DCTF (up to 3)
• Staff working session on Adm in Draft Form-based Code • Planning Commission workshop or joint Planning Commission/City Council study session • Check-in calls with Staff as needed
All meetings are assumed to take place remotely.

Deliverables:
• Admin Draft Form-based Code
• Screencheck Draft
• Public Review Draft
• Final Form-based Code
Cost: $118,600

MEMORANDUM
Timeframe: Approximately 7 months

2. PRECISE PLAN FINANCING ANALYSIS
This task will provide the analytic basis for identifying the appropriate financing strategy and implementation tools for the Precise Plan. The key subtasks are described below.

Task 2.1 Infrastructure Needs Analysis
May 10, 2021
Page I 11
The WRT team will identify the backbone utility and transportation infrastructure plan to accommodate buildout of the Plan Area and associated costs. The analysis will also determine the nexus between infrastructure improvements and planned development in the event that infrastructure improvements address an existing deficiency or new demand from growth outside the plan area. The work will build off the infrastructure program developed in the Precise Plan and will introduce new, more detailed infrastructure needs and cost analysis, The WRT team will interview Public Works and Utility Agency representatives as needed to verify planned capital improvement projects that will be necessary to support development in the plan area .1 The first step in this task, to be led by WRT, will be to refine the development plan to establish land use mix and density for each block in the Precise Plan area. This may require setting a low and high range by use type to account for land use flexibility. This will serve as the basis for establishing transportation and utility demands . WRT will also refine the conceptual design of planned streets to a level that will allow reasonable cost estimation.

To establish transportation needs, Kimley-Horn will:
(1) Identify roadway and traffic improvements necessary for the site based on the recommendations of the Precise Plan
(2} Prepare a cost estimate for each roadway improvement. This will include:
1 The budget estimate assumes regional utility studies and modeling, utility design, surveying, and plan production are not included in this scope.

MEMORANDUM
May 10, 2021
Page I 12
• Estimating the number of AM peak hour, PM peak hour, and daily trips to be generated by the proposed project. A trip distribution and trip assignment for the use will be estimated based on information provided by the City, historical traffic counts in the area.
• Determining the background volume at intersections and for roadway segments being improved.
(3) Develop Fair Share calculations for each improvement project identified. This will include:
• Calculating the fair share proportion for the project based on the number of daily vehicle trips that utilize the future intersection. This will be calculated based on the approach specified by the City in their Impact Fee Nexus Study- Fair share % = project trips/(background + project trips).
• Determining the fair share cost estimate using the fair share percentage by the total project cost.
(4) Prepare a technical memorandum for preliminary review. The draft memorandum will include text, charts, and figures describing our process, assumptions, and results. The memorandum will specifically detail impacts directly connected with project traffic and recommended improvements, if needed. Based on comments received on the draft memorandum, the memorandum will be revised and a final traffic memorandum will be prepared and submitted.

To establish utility infrastructure needs, CSW/ST2 will:
(1) Re-engage the City staff to confirm the infrastructure needs beyond the development area.

This could require running of computer models related to water and sewer service, which are often managed by third parties.
(2) Support WRT in developing 10% plans for the public streets which will reflect above and below-ground infrastructure necessary to support the development. (3) Based on the plans and improvements required outside the plan area, update the cost analysis.

The task will result in a memo defining projected development by land use type and by block and establishing transportation and infrastructure needs.

MEMORANDUM
Task 2.2: Analysis of Financing Options and Strategy
May 10, 2021
Page I 13
EPS will identify and evaluate a variety of funding and financing mechanisms that would be appropriate to fund the required improvement costs and/or defray up-front or advance-funding costs associated with these facilities. EPS will consider currently available sources of funding for capital improvements, though these existing mechanisms are not expected to cover the unique costs of planned downtown improvements . Accordingly , EPS will consider a variety of other Project-specific financing mechanisms that may include the following options:
• Area-specific development impact fees (and related reimbursement agreements). • Special assessments and taxes (e.g., Mello-Roos Community Facilities Districts). • Private contributions and exactions.
• Tax increment financing mechanisms (e.g., Enhanced Infrastructure Finance District or Community Revitalization and Investment Authority).

EPS, with the assistance of the WRT team and the City, will select financing mechanisms and strategies for the Precise Plan that are based on financing principles; statutory and legal considerations; and industry standards regarding who typically pays for what, the timing of public improvements relative to private development, commitments regarding the availability of public sector funding, and other relevant factors .

EPS will prepare a financing strategy that describes the implementat ion steps required to use existing and to create new proposed financing mechanisms . The financing strategy will specify the financial responsibilities of the public and private participants in implementation of the Plan. The financing strategy will be circulated to City staff and Project participants to ensure their understanding and to obtain their comments and suggestions. EPS will also prepare a Financing Strategy memorandum incorporating one round of consolidated City comments.

This task will culminate in a financing plan that describes the various financial resources and tools needed to pay for infrastructure and amenities. Note that the specific elements of the Financing Plan cannot be known with certainty at this time, but this proposal anticipates that an Area Development Impact Fee is a likely outcome .

Task 2.3: Area Impact Fee Program (Optional, included as Contigency)

WRT MEMORANDUM
May 10, 2021
Page I 14
EPS will prepare the technical documentation necessary for approval of an area development impact fee to cover the "fair share" cost of new infrastructure and public improvements serving the Specific Plan. The "Nexus Report" will be prepared consistent with AB 1600 and related requirements.

EPS will develop a preliminary fee schedule based on the total costs attributable to the Downtown Precise Plan program, based on the cost estimates and cost allocations described above. EPS will net out other likely potential funding sources and include a fee program administrative charges, as appropriate. The fees will be derived by dividing the capital facility costs by the projected development in each land use category. EPS will summarize the fees by improvement type and land use for the City's review. Based on comments received and EPS will finalize the fee schedule for inclusion in the Nexus Report.

EPS will take primary responsibility for preparing the Development Impact Fee Nexus Report that will document the study assumptions and methodology and establish the required nexus findings consistent with AB 1600 and reporting requirements of Government Code 66000 et. seq. EPS will first provide an administrative draft for review by City staff. Based on one round of comments, EPS will then prepare a Public Review Draft for broader release. Again, based on one round of consolidated public comments and direction from City staff, EPS will prepare a Final Report for presentation to the City Council for approval.

The budget includes representation and participation, as needed, from appropriate EPS team members at two public meetings or presentations, including at City Council approval. Additional meetings and/or report iterations beyond those described herein may require a budget amendment.

The proposed budget does not include multiple iterations of the fee analysis or EPS participation in any landowner meetings or negotiation sessions that may be required.

Meetings:
• Up to two meetings with key project stakeholders, including property owners and/or City staff. The goal of these meetings will be to vet the financing strategy and assumptions.

MEMORANDUM
Deliverables:
• Development Program and Infrastructure Needs Memorandum • Financing Plan (Draft)
• Financing Plan (Final)
The specific elements of the Financing Plan cannot be known with certainty at this time, but this proposal anticipates that an Area Development Impact Fee is a likely outcome.

Optional Deliverables:
• Development Impact Fee Nexus Report (Admin Draft, Public Review Draft, Final) May 10, 2021
Page I 15
Cost: $103,700, including $33,600 contingency for Area Development Impact Fee Nexus Study Timeframe: 4-6 months.

3. DOWNTOWN MANAGEMENT ENTITY
WRT, with support from MJB Consulting and Greensfelder Real Estate Consulting (GRES), will define the role of a management entity to help achieve success for Downtown . The entity's roles may include curating retail, programming public spaces, and marketing . Defining the right approach will include the following subtasks.

Task 3.1 Stakeholder Interviews and DCTF Meeting
The Team will intef'\liew key stakeholders to better understand the capacities , resources, mandates and political dynamics of each, to determine how the new entity would best fit. We will draw on existing findings about market and real estate dynamics.

Task 3.2 Analysis and Recommendations
The Team will craft the foundation for a regulatory rubric with the goal of seeing a diverse array of desired uses (by NAICS code) and des ired mix of independent, regional, and national occupiers. The

MEMORANDUM
foundation will outline plusses and minuses of suggested approaches, define the Downtown Management Entity and its roles, and discuss implementation process and procedures.

Recommendations will also include identification of partners and best practices in event management and marketing.

Task 3.3 Incorporation into Precise Plan
The analysis and recommendations will be incorporated into the Implementation chapter of the Santa Clara Downtown Precise Plan.

Meetings:
• The Team will present findings at one meeting of the DCTF.

Deliverables:
• Stakeholder interviews (remote)
• Presentation to DCTF (remote)
• Memo: Defining the role of a Downtown management entity Cost: $21,000
Timeframe: Approximately 2 months

4. PROJECT DESIGN REVIEW
May 10, 2021
Page I 16
DSTP, supported by WRT, can review current development projects within the Plan Area to help Staff evaluate design consistency with the Plan vision and to make recommendations.

Meetings:
• One meeting with Staff

MEMORANDUM
Deliverables:
• Design review memo
Cost: $3,900 per project submittal
Timeframe: Ongoing

5. ADDITIONAL DCTF MEETINGS
May 10, 2021

Page 117 ends

The Santa Clara Downtown Precise Plan schedule currently has five remaining Task Force meetings, of which the WRTTeam is scoped to attend and present at one. WRT and DSTP could be available to facilitate additional meetings of the Task Force, helping to retain a strong link between Task Force discussion and Plan outcomes.

Note: where Task Force meetings are anticipated as part of additional scope items above, they are covered within that task.

Meetings:
• Meeting presentation and attendance (WRT, DSTP)
Deliverables:
• Presentation materials
Cost: $4,400 per meeting, assuming meeting is virtual and does not require travel or production.

Tlmeframe: Ongoing

MEMORANDUM

ATTACHMENTS
• Budget Spreadsheet
• Project Schedule (Conceptual)
May 10, 2021
Page I 18
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
21-667 Agenda Date: 5/25/2021

REPORT TO COUNCIL

SUBJECT
Authorize the City Manager to execute an Amendment to the Agreement with Wallace Roberts & Todd, LLC for Downtown Precise Plan Consultant Services pending funding proposed as part of the FY 2021/22 and FY 2022/23 Proposed Operating Budget

COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development

In response to the Community’s goal of revitalizing the City’s historic Downtown area, the City Council approved $400,000 in the FY 2018/19 and FY 2019/20 Adopted Biennial Capital Improvement Program Budget to support the preparation of a Precise Plan. From this budget, $90,000 was spent on a non-refundable deposit for an option on the acquisition of the Franklin Street Right-of-Way easement. Working closely with a community Task Force, including organizations such as Reclaiming Our Downtown and the Old Quad Resident’s Association, the City commenced preparation of the Precise Plan that will provide guidance for new development within the Downtown area through policies, guidelines, and illustrations that implement the community vision and objectives for a vibrant, pedestrian-oriented destination. As part of this effort, the City engaged a consultant to assist in the preparation of the Precise Plan.

In February 2019, the City issued a Request for Qualifications (RFQ) for Downtown Precise Plan Consultant Services, using the City’s e-procurement system. On October 8, 2019, the City Council authorized the City Manager to execute an agreement with Wallace Roberts & Todd, LLC (WRT) to provide Downtown Precise Plan Consultant Services for an initial three-year term ending September 30, 2022 (with an option to extend the Agreement for an additional three-year term through September 30, 2025), for a maximum compensation not to exceed $578,346, subject to the annual appropriation of funds. As part of Council action, additional funding of $268,346 was also approved to fully fund the agreement.

The agreement is fixed price with payments tied to the successful completion of the milestones listed in the table below. The cost elements include the tasks from the scope of work that were identified in the RFQ, as well as the optional tasks identified by the Consultant in their RFQ response.

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21-667 Agenda Date: 5/25/2021
COST ELEMENTS:

Project Initiation $67,025
Issue Identification and Vision $58,270
Financial Analysis $31,260
Development Scenarios/Conceptual Plans $74,740
Workshops $22,121
Draft Precise Plan Chapter Development $68,380
Public Services and Implementation $10,520
Draft Precise Plan Refinement $12,880
CEQA Clearance $72,880
Planning Commission & City Council Public
Hearings
$20,000
Reimbursable Expenses $14,295
Services Subtotal $452,371
Optional Services (Consultant Team Charette;
Phase 1 Environmental Assessment; Environmental
Impact Report; Stakeholder, Developer, and DCTF
Added Meetings; Financial Feasibility of Land Use
Options; Context Study; Financial Memo Addendum to
Existing Conditions Report)
$125,975
GRAND TOTAL $578,346
Work to date has focused on preparation of the Precise Plan’s preferred land use plan placemaking and urban design. Upcoming key tasks in the Precise Plan process include developing the draft chapters of the Precise Plan and preparation of the environmental clearance for the Precise Plan.

DISCUSSION
The Downtown Community Task Force (DCTF) was approved by the City Council, and is an advisory, non-voting body that meets over the course of the Downtown Precise Plan planning process to provide input on the vision, land use, circulation, and urban design aspects of the Plan, as well as key policy issues. The DCTF has met 17 times since the start of the planning process in December 2018.

At the April 6, 2021 City Council meeting, the Chair and Vice Chair of the DCTF provided an update on the progress of the Precise Plan Work to date and requested that Council seek an amendment to the Consultant scope of work for the Precise Plan to add services. The DCTF has been pro-actively contemplating the next steps towards implementation of the Precise Plan with the goal of making sure that those steps lead to the best possible outcomes for a successful downtown. As the DCTF looks towards implementation, they requested the following services be added to the scope of work for the Precise Plan. The Consultant has provided a description and scope for each of these tasks in the attached “DCTF-Requested Additional Services Memorandum”.

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21-667 Agenda Date: 5/25/2021
§ Form-Based Zoning Code - prepare a form-based zoning code for the Plan area to be adopted as a part of the City’s Municipal Code.
§ Downtown Sign Ordinance - prepare a sign ordinance to be adopted as a part of the City’s Municipal Code to establish the criteria for future developers and tenants to develop and implement exterior building signage.
§ Development Impact Fee - prepare the technical documentation necessary for approval of an area development impact fee to cover the “fair share” cost of new infrastructure and public improvements serving the Precise Plan area.
§ Downtown Management Entity - Define the role of a Downtown management entity including its role, among other things, programming/curating uses. § Additional Downtown Community Task Force (DCTF) meetings with the Consultant Team -Facilitate two additional meetings of the Task Force, helping to retain a strong link between Task Force discussion and Plan outcomes. The consultant would also support the review of any current development projects within the Plan Area to evaluate design consistency with the Plan vision and to make recommendations.

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

FISCAL IMPACT
Funding for the existing agreement with Wallace Roberts & Todd, LLC for Downtown Precise Plan in the amount of $578,346 was previously budgeted in the Downtown Master Plan project (#6559) in the General Government Capital Fund. These funds have been spent or encumbered for this project.

An amendment to the agreement is requested to provide additional services as discussed above.

Funding of $300,000 is requested to cover the additional services estimated at $251,600 as well as contingency funds that would cover any unforeseen added DCTF meetings, community outreach, or additional analysis. The FY 2021/22 and FY 2022/23 Proposed Operating Budget includes a FY 2021/22 capital project amendment to add funding of $300,000 for this additional work from the General Fund Capital Projects Reserve to cover the total cost of the amendment to the Agreement.

The Proposed Budget scheduled for adoption on June 22, 2021.

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 Printed on 9/10/2021Page 3 of 4
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21-667 Agenda Date: 5/25/2021
Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, [email protected] <mailto:[email protected]>

RECOMMENDATION

1. Authorize the City Manager to execute and amend the agreement with Wallace Roberts & Todd, LLC to provide added Downtown Precise Plan Consultant Services, subject to modifications as agreed to by the City Manager in coordination with the City Attorney; increase the maximum compensation not to exceed amount by $300,000 (from $578,346 to $878,346), subject to the annual appropriation of funds; and

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

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

ATTACHMENTS

1. DCTF-Requested Additional Services Memorandum
City of Santa Clara Printed on 9/10/2021Page 4 of 4
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Ebix Insurance No. s200004347
AMENDMENT NO. 2

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

WALLACE ROBERTS & TODD, LLC

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

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for Services Between the City of Santa Clara, California, and Wallace, Roberts & Todd, LLC," dated October 17, 2019 (Agreement); and
B. The Agreement was previously amended by Amendment No. 1, October 21, 2021, and is again amended by this Amendment No. 2. The Agreement and all previous amendments are collectively referred to herein as the "Agreement as Amended;,. and J
C. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide prepare a Downtown Precise Plan, and the Parties now wish to amend the Agreement to expand the scope of services and corresponding maximum compensation.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 6 of the Agreement, entitled "Compensation and Payment," is amended to reflect a revised maximum compensation value of nine hundred seventy-eight thousand, three hundred forty-six dollars ($978,346).

2. Exhibit A of the Agreement, entitled "Scope of Services," is hereby appended by the attached "Second Addendum to Scope of Services."
Amendment No.2 to Agreement/WRT-Downtown Precise Plan
Rev. 10/25/19

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3. Exhibit B of the Agreement, entitled "Schedule of Fees," is amended to reflect a revised maximum compensation value of nine hundred seventy-eight thousand, three hundred forty-six dollars ($978,346).

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

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

Approved as to Form:

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Office of the City Attorney
City of Santa Clara
ANNAJ. SA
City Manager
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-221 O
Fax: (408) 241-6771

WALLACE ROBERTS & TODD, LLC
a Delaware Corporation
Dated: J/ • t72' · 2-/ ·
By (Signature):~~·-f9ti,,. w?/
Name ~J'!!"i~7
Title: rincipal , /
Principal Place of 478 Tehc~~fa Street, Suite/2B
Business Address: San Francisco, CA 94103
Email Address: [email protected]
Telephone: (415) 575-4722
Fax: (215) 732-2551
"CONSULTANT"
I :\PLANNING\Admin\Contracts\WRT\Amendment No 2\Amendment No. 2 WRT 10- 2021.doc
Amendment No. 2 to Agreement/WRT-Downtown Precise Plan
Rev. 10/25/2019
Page2
Second Addendum to Scope of Services
The following tasks are now added to the Scope of Services:

Task
1 2
3 4
5 6
Additional DCTF meetings
Consultant Team Charette
Stakeholder Added Meetings
Financial Feasibility of Land Use Options
based on iterative design process
Context Study
Financial Memo Addendum to
Existing Conditions Report
Total:

Fee
$25,480
$25,000
$4,600
$15,000
$10,000
$5,000
$85,080
An additional $14,920 is being included in the contractual maximum compensation as a contingency to cover any unforeseen added Downtown community Task Force (DCTF) meetings, community outreach, or additional analysis. Use of this contingency shall be approved in writing by the City of Santa Clara's project manager prior to commencement of work.

In no event shall the maximum compensation under this contract for any and all services exceed nine hundred seventy-eight thousand, three hundred forty-six dollars ($978,346), subject to annual budget appropriations.

Amendment No. 1 to Agreement/WRT-Downtown Precise Plan, Addendum to Scope of Services Page 1 Rev. 10/25/2019
Amendment No.4 to Agreement/WRT-Downtown Precise Plan Page 1 Rev. 10/25/19
Ebix Insurance No. s200004347

AMENDMENT NO. 3

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

WALLACE ROBERTS & TODD, LLC

PREAMBLE
This agreement (“Amendment No. 3”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Wallace Roberts & Todd, LLC, a Delaware 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. The Parties previously entered into an agreement entitled “Agreement for Services Between the City of Santa Clara, California, and Wallace, Roberts & Todd, LLC,” dated October 17, 2019 (Agreement); and
B. The Agreement was previously amended by Amendment No. 1, dated October 21, 2021, Amendment No. 2, dated December 13, 2021, and is again amended by this Amendment No. 3. The Agreement and all previous amendments are collectively referred to herein as the “Agreement as Amended”; and C. The Parties entered into the Agreement as Amended for the purpose of having Consultant provide prepare a Downtown Precise Plan, and the Parties now wish to amend the Agreement to expand the scope of services to include a conceptual land use and economic analysis.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement, entitled “Term of Agreement,” is amended to reflect a revised termination date of December 31, 2024.

2. Section 6 of the Agreement, entitled “Compensation and Payment,” is amended to reflect a revised maximum compensation value of one million three hundred thirty-one thousand, seven hundred six dollars ($1,331,706).

3. Exhibit A of the Agreement, entitled “Scope of Services,” is updated by appending the attached “Third Addendum to Scope of Services” to add new tasks to the original scope.

Amendment No. 3 to Agreement/WRT-Downtown Precise Plan Page 2 Rev. 10/25/2019

4. Exhibit B of the Agreement, entitled “Schedule of Fees,” is amended to reflect a revised maximum compensation value of one million three hundred thirty-one thousand, seven hundred six dollars ($1,331,706).

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

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

Office of the City Attorney
City of Santa Clara

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

WALLACE ROBERTS & TODD, LLC
a Delaware Corporation

Dated:

By (Signature):

Name: James Stickley
Title: Principal
Principal Place of
Business Address:
478 Tehama Street, Suite 2B
San Francisco, CA 94103
Email Address: [email protected]
Telephone: (415) 575-4722
Fax: (215) 732-2551
“CONSULTANT”

I:\PLANNING\Admin\Contracts\WRT\Amendment No 3\Amendment No. 3 Integrated with Moot

4.doc

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City Council and Authorities ConcurrentJune 27, 2023

City Council and Authorities Concurrent
June 27, 2023