Agenda packet — City Council and Authorities Concurrent, December 12, 2023 (part 5 of 9)

B. Without limiting the generality of the foregoing provision, all persons retained by Company to perform Maintenance Services required under this Agreement shall possess the requisite licenses and necessary permits to perform such Maintenance Services.

SECTION 8. PERSONNEL/IDENTIFICATION.

A. Any and all personnel employed or retained by Company in performance of this Agreement shall be qualified to perform the duties assigned to them by Company and shall be of good moral character. Company's personnel shall conduct themselves at all times in a courteous and businesslike manner.

B. Company represents and warrants to City that any personnel retained by Company to perform Maintenance Services shall not have any criminal record for offenses related to the possession or use of controlled substances, sex offenses or any criminal offense involving violence.

C. All personnel who perform Maintenance Services will wear clothing or a nametag, which bears the Company's name, or if an approved subcontractor, the clothing shall bear the subcontractor's name. The clothing worn by Company's personnel shall be appropriate for the work assigned and shall give Company's staff a neat and professional appearance. Company's vehicles that park on the Park Site shall have appropriate identification as approved by the Director (i.e., Company's vehicles will not be allowed on the Park Site without the appropriate parking permit displayed on the dashboard).

SECTION 9. NONDISCRIMINATION.

Company shall not discriminate, in any way, against any person on the basis of race, sex, color, age, religion, sexual orientation, actual or perceived gender identity, disability, ethnicity, national origin, or any other protected class in connection with or related to the performance of this Agreement.

SECTION 10. TAXES AND CHARGES.

Company shall be solely responsible for, and will pay, any excise taxes, fees, contributions, or charges applicable to the conduct of its business or which may be levied on the Maintenance Services hereunder.

Park Agreement/RCR Tasman, I, LLC Page 5 of26
SECTION 11. OWNERSHIP OF MATERIALS.

All reports, documents or other materials related to the Park Site developed or discovered by Company or any other person engaged directly or indirectly by Company to perform Maintenance Services are City's property without restriction or limitation upon their use by City.

SECTION 12. ASSIGNABILITY.

Subject to the provisions of this Section, Company may not assign any rights, duties, or obligations under this Agreement without the prior written consent of City, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that the City acknowledges and agrees that Company is authorized to hire, and to delegate to, appropriately qualified contractors and/or subcontractors to perform the Maintenance Services under this Agreement. The assignment of Company's rights, duties and obligations hereunder to any of the following entities or persons shall not require approval of City and shall automatically result in the release of the assignor from its obligations hereunder: (i) any entity that is an affiliate of Company; (ii) any other party comprising Company; and (iii) any entity or person that acquires or leases the Project. As used herein, an "affiliate of Company" means any entity that directly or indirectly controls or is controlled by or under common control with Company (whether through the ownership or control of voting interests, by contract, or otherwise). Any attempt by Company to assign or transfer this Agreement in violation of this Section 12 of the Agreement will be voidable at City's sole discretion.

Any contractor and/or subcontractor retained by Company to perform and satisfy any terms, conditions or obligations under this Agreement shall receive a copy of this Agreement and be contractually required to comply with this Agreement. Company shall be responsible for all contractors or subcontractors retained by Company, or on its behalf, to perform any Maintenance Services under this Agreement.

SECTION 13. AL TERA TIONS.

Company shall not make, nor be obligated to make any improvements, alterations, additions, or changes to the Park Site or the Park Improvements other than performing the Maintenance Services. Alterations which involve structural changes to the Park Site may be required to be approved in advance by City Council. Alterations which are non-structural changes to the Park Site may be approved by Director. Any such Alterations shall be done in compliance with Santa Clara City Charter section 714.1.

SECTION 14. INDEMNIFICATION.

A. To the extent permitted by law, Company agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents (collectively, "City Parties") 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 to the extent arising from, or alleged to arise in whole or in part from, or in any way connected with the negligence or willful misconduct of Company or its officers, employees, agents, representative, contractors or subcontractors in connection with the performance of the Maintenance Services by Company pursuant to this Agreement, including claims of any kind Park Agreement/RCR Tasman, I, LLC Page 6 of26
by Company's employees or persons contracting with Company to perform any portion of the construction of the Parklands Improvements, and shall expressly include passive or active negligence by City connected with the performance of construction of the Parklands Improvements. However, the obligation to indemnify shall not apply to the proportionate extent such liability is ultimately adjudicated to have arisen in whole or in part from the active negligence or willful misconduct of City or the City Parties; the obligation to defend is not similarly limited.

B. Company'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 Company, against City (either alone, or jointly with Company), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

C. To the extent Company 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, Company 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.

D. The provisions of this Section 14 shall survive expiration or sooner termination of this Agreement.

SECTION 15. INSURANCE REQUIREMENTS.

Company agrees that Company or its subcontractor shall have and maintain the policies set forth in the attached Exhibit D, entitled "Insurance Requirements." All policies, endorsements, certificates, and/or binders shall be subject to approval by the Risk Manager or the Risk Manager's authorized designee ("Risk Manager") as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the Risk Manager. Company agrees to provide City with a copy of said policies, certificates and/or endorsements before any Maintenance Services commence under this Agreement.

SECTION 16. TERMINATION.

A. Notwithstanding any other provision in this Agreement, the City, in its sole discretion, may immediately terminate this Agreement, without cause, upon written notice of termination to the Company, whereupon City shall assume, and thereafter be and remain solely responsible, at City's sole cost, for the performance of all Maintenance Services.

B. City's City Council is authorized to terminate this Agreement on City's behalf under this Section 16 or Section 17 of this Agreement.

C. In the event of termination, Company shall immediately deliver to City copies of all reports, documents, and other work performed by Company under this Agreement.

Park Agreement/RCR Tasman, I, LLC Page 7 of26
SECTION 17. DEFAULT AND TERMINATION.

A. Each of the terms, conditions, or obligations under this Agreement shall be deemed material.

If Company fails to perform any of the terms, conditions, or obligations under this Agreement, City may terminate this Agreement upon thirty (30) days advance written notice ("Notice Period") to Company, specifying Company's breach and providing Company with either the opportunity to cure the specified breach within a reasonable period of time or the opportunity to commence to cure the specified breach within the Notice Period in those instances where the specified breach cannot reasonably be cured within the Notice Period, in which event Company shall be deemed to have timely cured such default for purposes of this section if Developer commences to cure the default within the Notice Period and prosecutes the same to completion within a reasonable time thereafter. In the event Company fails to cure or to commence to cure the specified breach within the Notice Period, City may terminate this Agreement.

B. The remedies under this Agreement are cumulative and are in addition to the rights available to the parties at law or in equity. Notwithstanding the preceding sentence or anything else in this Agreement to the contrary, and except for Company's indemnification obligations set forth in Section 17.A above and insurance requirements in Exhibit D, if City is not satisfied with Company's Maintenance Services or believes that Company has not satisfied any of its obligations in Section 5 above, City's sole and exclusive remedy shall be to terminate this Agreement in accordance with Section 17.A above and to require Company to repair any damage that Company directly causes to the Park Site or adjacent property so that such damaged property is in as good condition as before the damage occurred.

SECTION 18. WAIVER.

Each Party acknowledges and agrees that the other Party's waiver of any provision or breach or violation of any provision of this Agreement shall not be deemed to be a waiver of any other provision or a waiver of any subsequent breach or violation of the same or any other provision.

City's acceptance of the performance of any of the Maintenance Services hereunder will not be a waiver of any provision of this Agreement.

SECTION 19. GOVERNING LAW.

This Agreement shall be governed and construed, and its performance enforced, under the statutes and laws of the State of California law.

SECTION 20. VENUE.

In the event that suit is brought by either Party to this Agreement, the Parties agree that venue must be exclusively vested in the state courts of the County of Santa Clara, or if federal jurisdiction is appropriate, exclusively in the United States District Court, Northern District of California, San Jose, California.

Park Agreement/RCR Tasman, I, LLC Page 8 of26
SECTION 21. NOTICES.

All notices and other communications required or permitted to be given under this Agreement must be in writing and must be personally served, or mailed, postage prepaid via U.S. mail, or sent via courier service, addressed to the respective Parties as follows:

City of Santa Clara
Attention: Parks & Recreation Department
1500 Warburton A venue
Santa Clara, CA 95050
and by e-mail at [email protected],
mana e:er@sa ntaclaraca .gov
And to Contractor addressed as follows:

RCR Tasman I, LLC
Attention: Matthew Keipper
44 Montgomery Street, Suite 1300
San Francisco, CA 94104
and by e-mail at [email protected]
Notice will be effective on the date personally delivered or if sent by courier service, on the date of receipt. If mailed, notice will be effective three (3) days after deposit in the mail. The Parties shall notify each other in writing of changes in either their respective addresses or their representatives subject to notification in accordance with the provisions of this Section 21.

SECTION 22. COMMUNICATION WITH CITY STAFF AND PARKS
CONCERNS.

Without limiting or modifying the provisions of Section 5 above , Director shall be notified immediately in the event that an incident relating to the Park Site (i) requiring the filing of a police report, (ii) resulting in the Park Site or related Park Improvements being in an unsafe condition, (iii) otherwise materially affecting the operation of the Park Site, or (iv) non-life-threatening emergency should occur on, in or around the Park Site (collectively "Park Incidents"). Company shall use best efforts to provide communication as follows:

Life threatening emergencies, or Contact emergency services: 911 crimes in progress.

Park Incidents or non-life- Contact Deputy Parks and Recreation Director Office:
threatening Park Site emergencies Office (408) 615-3770 occurring on weekdays between
the hours of 8 a.m. and 5 p.m.

Park Agreement/RCR Tasman, I, LLC Page 9 of26
Park Incidents or non-life- Contact Non-Emergency Police Department Line:
threatening Park Site emergencies
occurring on weekdays between (408) 615-5580
the hours of 5 p.m. and 8 a.m., on
weekends, or on City holidays.

Public's comments, concerns Refer public to the MySantaClara app (www.mvsantaclaraca.gov/services /make-a-service-request) SECTION 23. FORCE MAJEURE.

A. "Force Majeure Event" shall be defined as any matter or condition beyond the reasonable control of a Party, including but not limited to war, public emergency or calamity , fire, earthquake, extraordinary inclement weather, Acts of God, strikes, labor disturbances or actions, civil disturbances or riots, litigation brought by third parties against either City or Company or both, epidemic or pandemic (including COVID-19 or any variant), default by the other Party, or any governmental order or law which causes an interruption in the performance of this Agreement or prevents timely delivery of materials or supplies.

B. Should a Force Majeure Event prevent performance of this Agreement, in whole or in part, the Party affected by the Force Majeure Event shall be excused or performance under this Agreement shall be suspended to the extent commensurate with the Force Majeure Event; provided that the Party availing itself of this Section 23 shall notify the other Party within ten (10) days of the affected Party's knowledge of the commencement of the Force Majeure Event; and provided further that the time of suspension or excuse shall not extend beyond that reasonably necessitated by the Force Majeure Event.

C. Notwithstanding the foregoing , the following shall not excuse or suspend performance under this Agreement:

1. Performance under this Agreement shall not be suspended or excused for a Force Majeure Event if such event is not defined as a Force Majeure Event.

2. Negligence or failure of Company to perform its obligations under this Agreement shall not constitute a Force Majeure Event.

3. The inability of Company for any reason to have access to funds necessary to carry out its obligations under this Agreement or the termination of any contract by any subcontractor or for Company's default under such contract shall not constitute a Force Majeure Event.

SECTION 24. ESTOPPEL CERTIFICATES.

Either Party (the "requesting Party") may, at any time, and from time to time, deliver written notice to the other Party (the "certifying Party") requesting the certifying Party to certify in Park Agreement/RCR Tasman, I, LLC Page 10 of26
writing that, to the knowledge of the certifying Party, (a) this Agreement is in full force and effect and is a binding obligation of the Parties, (b) this Agreement has not been amended or modified or, if so amended or modified, identifying the amendments or modifications, and (iii) the requesting Party is not in default in the performance of its obligations under this Agreement, or if in default, to describe the nature of any defaults, and (iv) such other reasonable items as may be requested. The certifying Party receiving a request under this Section 24 shall execute and return its certificate within thirty (30) days following receipt of the request. The Director shall be authorized to execute any certificate requested by Company. Company and City acknowledge that a certificate hereunder may be relied upon by any transferees, title companies, and lenders. Company shall pay the City's reasonable costs involved in providing such estoppel certificate.

SECTION 24. MISCELLANEOUS.

A. If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless remain enforceable.

B. Subject to the provisions of Section 15, this Agreement binds and inures to the benefit of the Parties and their respective successors, assigns and legal representatives.

C. The headings of the sections of this Agreement are inserted for convenience only. They do not constitute part of this Agreement and are not to be used in its construction.

D. Where this Agreement requires or permits City to act and no officer of the City is specified, City's Manager or the designated representative of City's Manager has the authority to act on City's behalf.

E. This Agreement, including all Exhibits attached thereto, represents the entire understanding of the Parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder . This Agreement may only be amended by formal written agreement executed by both Parties.

F. Whenever required by the context of this Agreement, the singular includes the plural and the masculine includes the feminine and vice versa. This Agreement is not to be construed as if it had been prepared by one of the Parties, but rather as if all the Parties had prepared it.

G. Except where the context otherwise requires, whenever the term maintenance is used in this agreement it shall also be interpreted to mean and include repair and/or replacement. For purposes of this Agreement, replacement is defined as the substitution of equipment and/or facilities related to the Park Improvments at the Park Site due only to the disrepair, dilapidation, age, or condition of the Park Improvements.
[signatures on following page]
Park Agreement/RCR Tasman, I, LLC Page 11 of26
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.

Approved as to Form :

GLEN R. GOOGINS
City Attorney

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Dated :
"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

RCR TASMAN I, LLC
a Delaware limited liability company
Dated : ii/~/~~
By (Signature ~ ~
Name : Matthe; eipper
Title: Vice President
Principal Place of 44 Montgomery Street, Suite 1300, San Francisco, Business Address: CA 94104 - ---- - ------- --- ----
Em a i I Address: Matthew.keippercmrelated.com
Telephone: (415) 677-9000
Fax: ( ) ~~-- ---- ---- ------- -"DEVELOPER"
*Proof of authorization for Company ' s signatures is required to be submitted concurrently with this Agreement.

Park Agreement/RCR Tasman, I, LLC Page 12 of26
)
) ss
)
On -------- e of officer - e.g. Jane Doe, Notary Public) personally appeared ____ ____ __, _ ______ who proved to me on the basis of satisfactory evidence to be the person(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they ecuted the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on th instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instru ent.

I certify under PENAL TY OF PERJURY under the laws of the State foregoing paragraph is true and correct.

WITNESS my hand and official seal.
(Seal)
(Signature of Notary)
See Attached Certificate
Park Agreement/RCR Tasman, I, LLC Page 13 of26
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate 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
County of 5"\"1 f ltA,tJC...l €,CJ) }
On ~Dll~~oe; ,'U>~3 before me, ;:fEµl-)(ft{t.~ . ~(Ll:t>. ~D(AR...'( P~Uc... • Date Here Insert Name and Title of the Officer personally appeared _____ _ ____!:~~A:~ITT\\~~f:~W~~l~~£..~ l t'r_?02-!:s;;~___:= = =========:::_ __ _ Name(s) of Signer(s)
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. ~············l •. ~: ·~ JENl'HFEll. 11.. CHI LOS
_ • ·; Notary Public • u lifornia :
i . - Sin FrinciKo County ~
Commission , 2394592 -
My Comm. Expires Feb 20. 2026
Place Notary Seal and/or Stamp Above
I certify under PENAL TY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.

WITNESS my hand and official seal.

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: ________ _____ ___________ ___ _ Document Date: __________ ____ _______ Number of Pages: ____ _ Signer(s) Other Than Named Above : _________ ____ _________ __ _ Capacity(ies) Claimed by Signer(s)
Signer's Name: ____ ________ _ Signer's Name: ________ ____ _ □ Corporate Officer - Title(s): ______ _ □ Corporate Officer - Title(s): ______ _ □ Partner - □ Limited □ General □ Partner - □ Limited □ General □ Individual □ Attorney in Fact □ Individual □ Attorney in Fact □ Trustee □ Guardian or Conservator □ Trustee □ Guardian or Conservator □ Other: □ Other:

EXHIBIT A
Legal Description of Park Parcel
Real property in the City of Santa Clara, County of Santa Clara, State of California, described as follows:

Being a portion of Lots 25, 26 and 27, as said Lots are shown on that certain Parcel Map, filed for record on February 27, 1976 in Book 368 of Maps at Pages 14 and 15, Records of Santa Clara County, more particularly described as follows:

Beginning at the most southerly comer of said Lot 27, said comer being also a point on the northeasterly line of Lafayette Street, as shown on said Parcel Map; Thence leaving said comer and along the southeasterly line of said Lots 27, North 68°35'44 11 East, 213.81 feet;
Thence leaving said southeasterly line of said Lot 27, the following courses and distances:
• North 21 °24' 34
11 West, 27.81 feet;
• North 68°35'26
11 East, 67.68 feet;
• North 21 °24'34
11 West, 119.89 feet to the TRUE POINT OF BEGINNING;
Thence leaving said point, the following courses and distances:
• South 68°35'26" West, 16.75 feet;
• North 21°24'00" West, 21.25 feet;
• South 68°35'26" West, 67.27 feet;
• North 06°30'05
11 West, 65.70 feet to a point on the southeasterly line of Calle De Luna, being 60.00 feet in width, as shown on said Parcel Map, said point being also the beginning of anon-tangent curve, concave to the southeast, having a Radius of 3,469.82 feet, with a radial line that bears North 23°35'47
11 West;
Thence northeasterly along said curve and said southeasterly line of Calle De Luna, through a central Angle of 02° l l '35
11 , with an arc Length of 132.8 l feet;
Thence continuing along said southeasterly line of Calle De Luna, North 68°35'47 11 East, 123.31
feet to a point and being distant thereon South 68°35'47 11 West, 206.69 feet from the
northeasterly terminus of the course shown on said Parcel Map as II
N 67°35'48
11 E 329.99'
11 ;
Thence leaving said southeasterly line of Calle De Luna, the following courses and distances:
• South 21 °24' 13
11 East, 5.94 feet;
• South 89°42'27
11 East, 36.72 feet;
• South 64°35'26
11 West, 36.40 feet;
• South 26°22'55
11 East, 46.38 feet;
• South 25°38'52" West, 64.32 feet;
• South 79°45' 17'' West, 33.17 feet;
• North 26°59'08
11 West, 7.51 feet;
Park Agreement/RCR Tasman, I, LLC Page 14 of26
• South 61 °40'3 I II West, 16.27 feet;
• North 26°59'08
11 West, 5.45 feet;
• South 61 °40'56
11 West, 16.28 feet;
• North 27°10'44
11 West, 5.08 feet;
• South 61 °43'54
11 West, 16.41 feet;
• North 27° 10'44
11 West, 5.29 feet;
• South61°40'56
11 West, 16.11 feet;
• North 27° 10'44
11 West, 5.28 feet;
• South 61°41'04
11 West, 16.26 feet;
• North 27°10'44
11 West, 5.28 feet;
• South 61 °43'05
11 West, 17.07 feet;
• South 68°36'00
11 West, 10.12 feet;
• South 21 °24'34
11 East, 3.49 feet to the TRUE POINT OF BEGINNING.

BASIS OF BEARINGS: The bearing North 68°35'47
11 East of the centerline of Calle De Luna,
between found monuments, was taken as the basis of bearings. Said bearing is based on the North American Datum of 1983 (NAD83), California Coordinate System, Zone 3, Epoch 2010.

All distances in the description are grid distances. Multiply expressed distances by 1.00005310 to obtain ground distances. Area shown is calculated using grid distances.

Park Agreement/RCR Tasman, I, LLC Page 15 of26

EXHIBITB

PUBLIC PARK IMPROVEMENTS SITE PLAN
Tasman East
5150 Calle Del Sol & 2350 Calle De Luna
Park Agreement/RCR Tasman, I, LLC Page 16 of26
Final Mini Park Design
Mini Park Program Diagram
Park Agreement/RCR Tasman, I, LLC
CALLED£
LUNA
- - - - - - - - Total Mini Park Area = 0-5

Page 17 ends

Mini Park Circulation
Park Agreement/RCR Tasman, I, LLC
Park Loop
500 fl
CAI.UDE
LUNA
♦ - - - ♦ ADA Accessible Route

Page 18 ends

EXHIBITC

SCOPE OF SERVICES AND MAINTENANCE SPECIFICATIONS
Turf Care

1. Mowing to be performed at a uniform height in alternating patterns on a weekly basis.

Mulching mowers are allowed. Turf to be clean of debris upon completion .

2. Edging along sidewalks and curbs with power edger, weekly.

3. A 6" - 12" buffer zone to be maintained around all obstacles including buildings, fencing, light fixtures, signs, trees, etc., weekly .

4. Mechanical aeration to be performed two times per year.

5. Overseeding of turf, weekly due to pet damage .

6. Annual fall overseeding included as part of the overall maintenance program.

7. Fertilize turf 4x per year, not to exceed 6Ib of Nitrogen per 1000 sq. ft. annually.

8. Spray broadleaf weeds quarterly.

Ground Cover, Shrubs And Vine Care

1. Pruning shall be performed to maintain neat, clean and well defined appearance within all general boundaries including sidewalks and structures.

2. A 6" - 12" buffer zone to be maintained around all obstacles including buildings , fencing, light fixtures , signs, trees, etc.

3. Fertilize 3x per year.

4. Mulch all bare planter areas quarterly with approved Recology arbor mulch.

Tree Care

1. Pruning shall be performed to develop trunk caliper and scaffolding branches and includes the removal of dead and damaged branches , which can be reached from the ground with an extension pole pruner.

2. Prune for 8' clearance over walkways and 15' over parking areas and streets.

3. Labor and materials for tree staking, ties and guying requirements are included.

Plant Health

1. Control diseases, pests and weeds mechanically and via product material per approved guidelines and requirements.

2. Apply fertilization product material to provide lush, green and healthy appearance, to maintain all plant material in a state of perpetual growth . After application process, clean up any overspray of product material , immediately.

3. Provide any tests and reports as required once per year , to investigate soil chemistry, disease and insects and other factors to maintain the landscape in a healthy state.

Disease, Pest and Weed Control

1. Control all plant material diseases, pests, weeds and rodents mechanically and via approved product material per Department of Pesticide Regulation, County of Santa Clara Agriculture Commissioner and City of Santa Clara Integrated Pest Management guidelines and requirements.

2. Spray or manually remove weeds in all hardscape on a monthly basis.

Irrigation Management

1. Manage controller units for scheduled operation during evening hours . Provide system adjustments, cleaning, modifications and minor repairs to meet plant requirements , resulting in maximizing water usage , while minimizing runoff and overspray.

Park Agreement/RCR Tasman, I, LLC Page 19 of26

2. Provide monthly system inspections. Complete thorough irrigation inspections in February and September and report via Irrigation Tracking Sheets.

3. Repairs per unit pricing rates.

4. Hand watering is included, to maintain plant material in a healthy state, which has inadequate irrigation coverage.

Extra Work

1. Sod replacement and shrub replacement as needed to maintain a full and lush appearance.

2. Plant and irrigation replacements required due to damage by others.

3. In-fill and installation of decomposed granite pathway material.

General

1. Daily: Site review and trash clean up to be performed first thing each morning. Walkways to be swept or blown for pedestrian access. Equipment commencement after 8:00a.m.

2. Rake and groom decomposed granite pathways weekly.

Graffiti Abatement
Damaged Signs and Park Elements: Within one (1) week of identification In Instances of Objectionable Content: Within twenty-four (24) hours of identification Playground Maintenance/Routine

1. Follow all safety precautions and wear all appropriate personal protective equipment

2. Check overall assessment of equipment.

3. inspect all components to ensure parts are not missing

4. Check equipment for unsafe conditions. No missing guards or rails

5. Check equipment for proper function, make adjustments if needed

6. Check painted surfaces for a consistent painted finish

7. Painted surfaces show a consistent painted finish. Is repainting needed?

8. Ensure equipment anchored and secured correctly

9. Tighten any loose parts that need adjustment

10. Check for any signs of corrosion or rust
11 . Lubricate moving parts as necessary
Park Agreement/RCR Tasman, I, LLC Page 20 of26
EXHIBITC-1

CITY OF SANTA CLARA'S INTEGRATED PEST MANAGEMENT (IPM) POLICY (To be signed and returned to the City)

CITY OF SANTA CLARA

POLICY TO REQUIRE

AN INTEGRATED PEST MANAGEMENT APPROACH

TO PEST CONTROL AT ALL CITY OWNED PROPERTIES
The City of Santa Clara will carry out its pest management operations, at city-owned facilities, and on property where the City is responsible to provide facility and landscape maintenance, using Integrated Pest Management (IPM) techniques. The City will use best management practices for pest prevention to limit the amount of chemical applications needed for pest suppression. The City, recognizing that some pesticides may be potentially hazardous to human health and the environment, shall give preference to reasonably available non-pesticide alternatives, and reduced-risk pesticides, when performing pest control activities. The least toxic solution shall be selected whenever possible.

No products containing Clopyralid, Diazinon, Chlorpyrifos (Dursban), Chloradane, DDT, Dieldrin or other organophosphates may be used on City property. Fipronil and pyrethroids including, but not limited to Deltamethrin and Bifenthrin, may be used by City staff or a City contractor on City property or property maintained by the City only after all other l PM methods have been attempted and with the written approval of the designated City staff person.

Staff in departments that are responsible for implementing pest management techniques using City staff and/or contractors, or manage construction projects on City property that may need to implement pest management techniques, will be trained using the "Integrated Pest Management Guide for Facility Managers, Understanding IPM for Facilities, Landscape and Grounds Management", authored by the County of Santa Clara. Parks Department Maintenance Division, Parkways & Boulevards Division, Building Maintenance Division, and Public Works Inspection Division staff must attend annual IPM training and shall implement 1PM techniques.

Pesticide applications must have a written recommendation by a Pest Control Advisor (PCA).

City personnel and contractors must possess a Qualified Applicator Certification (QAC) to apply pesticides. Annual pesticide usage reports shall be prepared by all departmnets responsible for managing City properties were pesticides are used. The quantities and types of pesticides used by both City personnel and contractors shall be tracked and summarized in a report covering July 1 - June 30. Annual reports shall be submitted to the Director by July 31st each year.

Park Agreement/RCR Tasman, I, LLC Page 21 of26
Contracting Pesticide Applicators for the City of Santa Clara will sign this form to acknowledge that they have been advised of the City's Integrated Pest Management policy and agree to abide by it. Contracting Pesticide Applicators also agree to provide the City with summaries of quantities and types of chemicals applied for reporting purposes.

Contracting City Department Name: _______ __________ _
Contracting City Department Contact Person: ______________ _ Contractor Company Name: _ _______ _____________ _
Company Representative Name/Title: ____________ _____ _ Address: ------- ----------------------
Signature: ________ _ ________ _ Date: --------
Park Agreement/RCR Tasman, I, LLC Page 22 of26

EXHIBITD

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01 . Policy limits are subject to review, but shall in no event be less than, the following:
$5,000,000 each occurrence
$5,000,000 general aggregate
$5,000,000 products/completed operations aggregate
$5,000,000 personal injury

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

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

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 OJ, with minimum policy limits of not less than five million dollars ($5,000,000) 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.

Park Agreement/RCR Tasman, I, LLC Page 23 of26
C. WORKERS' COMPENSATION

1. Workers' Compensation Insurance Policy as required by statute and employer's liability with the following limits: at least one million dollars ($1,000,000) policy limit Illness/Injury by disease, and one million dollars ($1,000,000) for each Accident/Bodily Injury.

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

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

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

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 applicable insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other applicable insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.

3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, Park Agreement/RCR Tasman, I, LLC Page 24 of26

4. 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 D, above.

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

2. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

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

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at their respective 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, reasonably satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City 's approval as to adequacy of the insurance protection.

G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of 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. 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:

Park Agreement/RCR Tasman, I, LLC Page 25 of26
EBIX Inc.

City of Santa Clara Parks & Recreation Department
P.O. Box I 00085 - S2 or I Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
H. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Park Agreement/RCR Tasman, I, LLC Page 26 of26
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1425 Agenda Date: 12/12/2023

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 1 to the J. Powers Recruiting Inc. Agreement For Citywide Recruiting Services

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
The City currently has a vacancy rate of approximately 13.0%. The majority of the recruitments are led and managed in-house by the Human Resources Department.

In late 2022, the Human Resources Department conducted a Request for Proposal (RFP) to establish a list of recruiting firms to assist in the recruiting process for classified, unclassified, and sworn positions. The external recruiting firms would be primarily used to assist with harder to fill, specialized recruitments.

A total of sixteen responses were provided. After a review of all responses, the Human Resources Department selected seven firms, of which any of the firms could be selected to conduct the full- service recruitment process for any vacancy. The Human Resources Department has been working with the Purchasing Division of the Finance Department to execute Agreements with all of these firms. The Agreements include a compensation amount not to exceed $250,000. This does not mean that the full compensation will be used for each Agreement. The total cost will be dependent on the number or recruitments completed by that firm, if any. The firms selected include the following:

Recruiting Firm
CPS HR Consulting
J. Powers Recruiting, Inc.

Koff & Associates, Inc.

Peckham and McKenney
Teri Black & Co.

Berkeley Search Consultant
Primary Recruiting Services
Given the number of vacancies city-wide and the challenges in recruiting for certain positions, the Human Resources Department, in coordination with the Electric Utility Department, has utilized J.

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23-1425 Agenda Date: 12/12/2023
Powers Recruiting, Inc. to recruit for several of the higher level and specialized positions in the Electric Utility Department. J. Powers Recruiting Inc. specializes in specific trades, including the electrical industry, and was successful in finding candidates that were ultimately selected for some of the City’s positions, including for the positions of Assistant Director of Electric Utility, Senior Electric Division Manager and several Electric Division Manager positions.

For full-service recruitments, J. Powers Recruiting Inc. has a 27% fee of the first-year base salary for the position for which it is recruiting. This fee has been reduced to 23% of the first-year base salary since we have used this firm for several recruitments. For Referral-Based Recruitments, a fee of 25% of the first-year base salary applies to the first position placed. Each position thereafter will be reduced by 1% down to 20% of the first-year base salary for subsequent placements.

DISCUSSION
The current Electric Utility Chief Operating Officer has recently announced his upcoming retirement, and J. Powers Recruiting, Inc. will be utilized to conduct the full-service recruitment for the next incumbent. There is currently not enough funding in the original agreement to cover the cost of this recruitment. The cost for this specific recruitment is estimated to range from approximately $54,000 - $69,000, using the current pay range for this position of $268,117.92 - $346,981.44 (approximately 20% of the base salary). Therefore, it is recommended that Amendment No. 1 to the agreement be approved to increase the maximum compensation from $250,000 to $500,000. The additional $250,000, will be sufficient to cover the cost for the recruitment for the position of Electric Utility Chief Operating Officer, as well as additional recruitments. The term of the agreement remains unchanged and ends August 31, 2028 with two one-year options to extend.

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

FISCAL IMPACT
The cost of a full-service or referral-based recruitments varies by recruiting firm. The decision to utilize an external recruiting firm to conduct a recruitment is coordinated with the hiring Department.

The hiring Department is responsible for the full cost of the recruitment. This cost is absorbed by those departments using existing funding, typically vacancy savings from the positions being recruited.

For the recommended amendment to the J. Powers Recruiting, Inc. Agreement, the additional compensation of $250,000 may be split between various Departments, if Departments opt to use this recruiting firm.

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

PUBLIC CONTACT
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23-1425 Agenda Date: 12/12/2023
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. Action to Authorize the City Manager to execute Amendment No. 1 to the J. Powers Recruitment, Inc. services agreement to increase the maximum compensation from $250,000 to $500,000.

Reviewed by: Aracely Azevedo, Director of Human Resources Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Amendment No.1

2. Original Agreement Between the City and J. Powers
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Amendment No. 1 to Agreement/J. Powers Recruiting Inc. Page 1 Rev. 10/25/19

AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
J. POWERS RECRUITING, INC.

PREAMBLE
This services agreement (“Amendment No. 1”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and J. Powers Recruiting, Inc, a California corporation, (Consultant). City and Consultant may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The Parties previously entered into an agreement entitled Agreement For Services between the City of Santa Clara, California and J. Powers Recruiting, Inc. dated July 24, 2023 (Agreement); and
B. The Parties entered into the Agreement for the purpose of having Consultant provide professional recruitment services.

C. The Agreement provides that in consideration for Consultant’s complete performance of services, the City shall pay Consultant for all materials provided and Services rendered by Consultant, a maximum compensation not to exceed $250,000.

D. The Parties have been actively recruiting for multiple positions since the inception of the Agreement, and anticipate additional recruitments in the near future, necessitating an Amendment to the Agreement to increase the maximum compensation by $250,000 for a revised not-to-exceed maximum compensation of $500,000, for additional professional recruitment services.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 6 of the Agreement For Services, entitled “Compensation and Payment” is amended to read as follows:

In consideration for Consultant’s complete performance of Services, City shall pay Consultant for all materials provided and Services rendered by Consultant in DocuSign Envelope ID: 4BCC948B-7E11-45C7-BF7A-A1DEE3295F51 Amendment No. 1 to Agreement/J. Powers Recruiting Inc. Page 2 Rev. 10/25/2019
accordance with Exhibit B, entitled “Schedule of Fees.” The maximum compensation of this Agreement is $500,000 (Five Hundred Thousand Dollars and Zero Cents) 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.

2. 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.

Approved as to Form: Dated:

GLEN R. GOOGINS
City Attorney

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

J Powers Recruiting, Inc., a California Corporation
Dated:

By (Signature):

Name: Jennifer Powers
Title: President
Principal Place of
Business Address:
1972 Del Paso Road, Suite 155
Sacramento, CA 95834
Email Address: [email protected]
Telephone: (916) 304-6661
Fax: N/A
“CONSULTANT”
DocuSign Envelope ID: 4BCC948B-7E11-45C7-BF7A-A1DEE3295F51 December 7, 2023 | 4:32 PM PST

DocuSign Envelope ID: C35A551E -73B6-44OO-A016-9BFA2109BEB5 EBIX Insurance No. *S200005059

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
J. POWERS RECRUITING, INC.

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and J. Powers Recruiting, Inc, a California corporation, (Contractor or 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 enter into a Master Agreement for professional recruitment services as assigned to perform 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 of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

Agreement for recruiting services between the City of Santa Clara and J. Powers Recruiting, Inc. Page 1 of 18 DocuSign Envelope ID: C35A551 E-7386-44DD -A016-9BF A2109BEB5

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 September 1, 2023 and terminate on August 31, 2028. In addition, there are two, one-year options to extend the term of the agreement at the City's sole discretion, ending on August 31, 2030 if both options are exercised.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
This is a master agreement that provides a framework for all terms and conditions, work scope, and fees that will apply to all recruiting assignments. At such time that the Consultant is selected by the City to facilitate a specific recruitment, a purchase order will be issued to fund and authorize the work. The purchase order will include at a minimum the position that the recruitment is for, the fee and a reference to this master agreement stating that the terms, conditions services and fees attached herein are applicable to the purchase and supersede all other terms.

4. WARRANTY
Consultant expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements, and instructions upon which this Agreement is based.

Consultant agrees to promptly replace or correct any incomplete, inaccurate or defective Services _at no further cost to City when defects are due to the negligence, errors or omissions of Consultant. If Consultant fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Consultant for the cost incurred by City.

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

6. 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 $250,000 (Two Hundred and Fifty Thousand Dollars and Zero Cents) 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.

Agreement for recruiting services between the City of Santa Clara and J. Powers Recruiting, Inc. Page 2 of 18 DocuSign Envelope ID: C35A551 E-73B6-44DD-A016-9BFA2109BEB5

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

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

C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Consultant will deliver to City all City information or material that Consultant has in its possession.
a. ASSIGNMENT AND SUBCONTRACTING
A. 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 Sub-Consultants without express written permission from City.

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

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

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

11. CONFIDENTIALITY OF MATERIAL
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 Agreement for recruiting services between the City of Santa Clara and J. Powers Recruiting, Inc. Page 3 of 18 DocuSign Envelope ID: C35A551 E-7386-44DD-A016-98F A2109BE85 to Consultant or becomes generally known to the related industry shall be deemed confidential. ·

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

13. RIGHT OF CITY TO INSPECT RECORDS OF 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.

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.

Agreement for recruiting services between the City of Santa Clara and J. Powers Recruiting, Inc. Page 4 of 18 DocuSign Envelope ID: C35A551E-73B6--44DD-A016-9BFA2109BEB5 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, sub consultants or other agents of Consultant, against City (either alone, or jointly with Consultant), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

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

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

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

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 : Human Resources Department
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at alancaster@santaclaraca .gov
And to Consultant addressed as follows:

Jenna Flanagan
J. POWERS RECRUITING , INC.
6120 W. 6th Street
Rio Linda, CA 95673
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.

Agreement for recruiting services between the City of Santa Clara and J. Powers Recruiting, Inc. Page 5 of 18 DocuSign Envelope ID: C35A551 E-73B6-44DD-A016-9BFA2109BEB5

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).
1s·. CONFLICTS OF INTEREST
Consultant certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Consultant and that no person associated with Consultant has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Consultant is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Consultant will advise City if a conflict arises.

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

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

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

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.

Agreement for recruiting services between the City of Santa Clara and J. Powers Recruiting, Inc. Page 6 of 18 DocuSign Envelope ID: C35A551 E-73B6-44DD-A016-9BFA2109BEB5

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

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

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

MJVGLEN R. GOOGINS
r·· CITY ATTORNEY

CITY OF SANT A CLARA, CALIFORNIA
a chartered California municipal corporation
"CITY"
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone : (408) 615-221 0
Fax: (408) 241-6771
J POWERS RECRUITING, INC.
a California corporation
Dated : -l:--.li_¥i_cu...,...?i __ ~_ed,_J_P_23_1_11_:_s_1_A_M_PD_T _ ______ _ By (Signature): L~ P~t.-l4
Name: ~J-e=n=E~"""ff-~n"Ti='l:Pc .... o'"";""a~~'i's-------- ------ Title: President
Principal Place of 1972 Del Paso Road, Suite 155, Sacramento, CA Business Address: 95834 ------- - ------------
Em a i I Address: Jennifer@JPowerslnc .com
Telephone: (916) 304-6661
Fax: --'---'-------------------"CONSULTANT"
Agreement for recruiting services between the City of Santa Clara and J. Powers Recruiting, Inc. Page 7 of 18 DocuSign Envelope ID: C35A551 E-73B6-44DD -A016-9BFA2109BEB5

OBJECTIVE

EXHIBIT A

SCOPE OF SERVICES
Consultant shall facilitate Full Cycle Recruitment and Referral Based Recruitment services for the City primarily for Professional and Technical (Classified), Executive Management (Unclassified) and Management (Unclassified) positions on an as-required basis for classified, unclassified, and sworn positions on an as-required basis. The Services to be performed for the City by the Consultant under this Agreement are set forth below.

FULL CYCLE RECRUITMENT REQUIREMENTS
Task No. 1: Develop an ideal candidate profile for each classification by meeting with key decision makers, position specification development, and creation of action plan:
1 Consultant shall facilitate meetings with key stakeholders and drafts recruitment brochure. The draft brochure will be sent to the Human Resources Department and Department Director or designee for final approval.
2 Deliverables: Consultant shall analyze feedback from the stakeholder meetings and develop an "ideal candidate" profile for the position. At a minimum, Consultant is responsible for identifying and/or developing the following:
a) The various organizational needs, vision, mission , goals, strengths, challenges , opportunities, dynamics, culture, and staff of the governing body b) Position competency requirements , i.e., knowledge , skills, and abilities c) Ideal candidate's skills, experiences, and characteristic profile d) Personal and professional attributes required of and priorities for the new incumbent
3 Conditions and challenges in achieving the priorities identified above a) Scope of department input and participation in the process b) Type of working relationship leadership desires with the new incumbent c) Report of any concerns and issues
d) Advertising strategies in conjunction with a national outreach e) Geographic strategies
f) Compensation levels
g) Completion timetable
4 Job Description: Consultant will prepare a written job description that outlines the required skills, competencies, position responsibilities, and criteria for job success.

City shall route the job description to the Department Director or designee for final review and approval.
_ Agreement for recruiting services between the City of Santa Clara and J. Powers Recruiting , Inc. Page 8 of 18 DocuSign Envelope ID: C35A551 E-73B6-44DD-A016-9BFA2109BEB5 5 Completion Time : Consultant shall make all efforts to complete the services and deliverables .for this task on or before 30 business days from execution of the purchase/task order.

Task No. 2: Consultant shall recruit and recommend candidates to the City for interview. 1 Services: Consultant will initiate advertising and outreach to prospective candidates to include completion of the following tasks:
a) Prepare a candidate profile and a professionally produced recruitment brochure for review prior to printing.
b) Prepare and execute a recruitment strategy coordinated with the City to identify relevant national, state, and local government and industry sources where prospective candidates are likely to be found.
c) Prepared and publish advertisements in appropriate newsletters , job bulletins, websites, professional magazines, industry trade journals, professional organizations, public sector newsletters, etc. The strategy will also include posting ads on appropriate social media platforms , such as Linkedln. d) Review, acknowledge, and evaluate all resumes and other supporting materials received from all candidates. All candidates should meet the minimum qualifications specific to the recruitment.
e) Identify the most promising candidates based on the position profile, and conduct preliminary screening interviews with those candidates . f) Develop a list of targeted candidates and will encourage these candidates to apply for the position. The goal is to recruit candidates from diverse backgrounds utilizing local, regional, and statewide resources, as well as professional websites as appropriate. Consultant will present the preliminary slate of top prospects (approximately 8) to the Director for further evaluation. 2 When applicable for classified or sworn recruitments, the Consultant will work with the City to follow the Classified Civil Service Rules for recruiting, which may include administering and developing written examinations, performance examinations, or structured oral board examinations.
3 Deliverables:
a) Develop a final brochure for recruitment and launch search b) Advertise and provide outreach to engage a diverse candidate pool c) Manage the recruitment process
d) Present an initial slate of candidates
4 Completion Time: Consultant shall make all efforts to complete the services and deliverables for this task within 45 business days from the completion of all task #2 as shown above.

Agreem ent for recruiting services between the City of Santa Clara and J. Powers Recruiting, Inc. Page 9 of 18 DocuSign Envelope ID: C35A551 E-73B6-44DD-A016 -9BFA2109BEB5 Task No. 3: Review and selection of final candidates
1 Services: Design a selection process for the finalist candidates. The Consultant shall provide the Department with interviewing and selection tips, suggest interview questions and rating forms that may be required to comply with civil service rules and provisions, and perform background and professional reference checks, as applicable .
2 Deliverables: Attend and facilitate the interview process including but not limited to the following actions:
a) Assist the Department designee in scheduling final candidates for interviews with the Director.
b) As directed by the Department Director or designee, and in coordination with the City's current practice, the Consultant shall conduct reference checks for the top one to three candidates for the position as directed by the Department Director or designee and obtain background checks from a licensed firm (as applicable), and in coordination with City current practice, including but not limited to credit report, driving record, academic degree confirmation, and newspaper article search. c) Upon the City's final candidate selection for the position, the Consultant shall assist the City in formulating appropriate compensation and other employment arrangements for selected candidate.
d) The Consultant must complete the services and deliverables for this task on or before 30 business days from completion of all tasks under #2 above. 3 Services: Design a selection process for the finalist candidates. The Consultant shall provide the Department with interviewing and selection tips, suggest interview questions and rating forms that may be required to comply with civil service rules and provisions, and perform background and professional reference checks, as applicable .
4 Deliverables: Attend and facilitate the interview process including but not limited to the following actions:
a) Assist the Department designee in scheduling final candidates for interviews with the Director.
b) As directed by the Department Director or designee, and in coordination with the City's current practice, the Consultant shall conduct reference checks for the top one to three candidates for the position as directed by the Department Director or designee and obtain background checks from a licensed firm (as applicable), and in coordination with City current practice, including but not limited to credit report, driving record, academic degree confirmation, and newspaper article search. c) Upon the City's final candidate selection for the position, the Consultant shall assist the City in formulating appropriate compensation and other employment arrangements for selected candidate.
d) The Consultant must complete the services and deliverables for this task on or before 30 business days from completion of all tasks under #2 above.

Agreement for recruiting services between the City of Santa Clara and J. Powers Recruiting , Inc. Page 10 of 18 DocuSign Envelope ID: C35A551E-7386-44DD-A016-9BFA2109BEB5

REFERRAL BASED RECRUITMENT

1. The Consultant shall advertise position to candidates and encourage candidates to apply to positions which have been designated as a referral-based recruitment. The Consultant will be compensated for services if the candidate indicates they have been referred to apply by the Consultant, competitively competes for the position, successfully passes all phases of the recruitment process, and is selected for the position .

2. The Consultant shall advertise, reach out to applicable candidate pools, and refer candidates to apply to eligible open positions.
a) The applicant must note in their job application the Consultant's and recruiter's name to be eligible for reimbursement.
b) The Consultant must also send an e-mail confirming the preferred candidate is applying for a position .

3. Completion Time: The Consultant must complete the services and deliverables for this task by the application closing period.

GUARANTEES
When a recruitment is unsuccessful the following replacement policy shall apply:

1. If the candidate placed with COMPANY voluntarily terminates their employment or is terminated for cause as explained in writing by COMPANY within 5 business days of the departure of the candidate within the 6 months of employment, the following replacement program will be followed:
# of days Candidate What Consultant
Employed: will do:
1 to 30 60 days to find a replacement, if no replacement is found, 100% of the fee credited to the City
31 to 90 60 days to find a replacement, if no replacement is found, 50% of the fee credited to the City
91 to 180 60 days to find a replacement, if no replacement is found, 25% of the fee credited to a new City

2. After 180 days and up to 5 years if the candidate placed with COMPANY voluntarily terminates their employment or is terminated for cause as explained in writing by COMPANY within 5 business days of the departure of the candidate OR if the candidate is promoted to a different role within the company, then the following replacement program will be followed:

Agreement for recruiting services between the City of Santa Clara and J. Powers Recruiting , Inc. Page 11 of 18 DocuSign Envelope ID: C35A551E-73B6-44DD-A016-9BFA2109BEB5 # of days Candidate What Consultant
Employed: will do:
(181 days to 5 years after A new search will be conducted -the City charged an candidate start date) additional fee of 90% of the original invoice

3. There is no replacement for candidates that are placed as a Replacement to the Original Candidate.

4. Refund policy for the initial 1/3 of the fee for Option A and this fee is non-refundable .

5. Replacement Voided:
a) The above policies shall not apply if the candidate's employment is terminated due to a layoff for any reason due to the elimination of a position, a substantial change in the job description or reporting structure, a merger & acquisition/ownership change with the company, or a change in the candidate's compensation package. JPR shall not be liable for any compensatory or other damages resulting from the employment of the candidate. The replacement policy only applies to the original candidate placed in particular - it is not valid for any subsequent candidates placed in that role.

Staffing
The following staff will be as!:,igned to the City's account. Staff members may not change without consent from the City. Such consent shall not be unreasonably withheld. - -- .- - - . - .,... - ~ ~
Role/Project Assignment ; Name •
,..____.. ---- - - - ~ ~- -~ - - --- - --- - - ------ - -- - -- Owner and Manager Jennifer Powers
National Senior Executive Recruiter Jenna Flanagan
Agreement for recruiting services between the City of Santa Clara and J. Powers Recruiting, Inc. Page 12 of 18 DocuSign Envelope ID: C35A551E -73B6-44DD-A016-9BFA2109BEB5

EXHIBIT B

SCHEDULE OF FEES
Consultant shall perform all seNices as described in this Attachment A at a fixed price as demonstrated in the table below.

Full-Service Recruitment

1. Consultant proposes a modified retained search approach where the first 1 /3 of the fee is paid at the start of the search, the second 1 /3 of the fee is paid after the candidates are presented to SVP and the remainder of the fee is to be paid when a candidate verbally accepts the offer by SVP.

2. Consultant can offer a reduced amount of 27% fee of the first-year base salary for the first position placed. Each position thereafter will be reduced by 1 %down to 23% (all subsequent placements for the remainder of the 1-year period will be at 23%), this is based on a multiple and exclusive search agreement. We will calculate the median salary to determine the actual retained amounts.

3. If City instructs Consultant to place advertisements in specific publications or job boards City will be invoiced as a pass-through with no additional markups.

4. If City directs Consultant to conduct specific background checks (not including reference checks), City will be billed as a pass-through with no additional markups.

Referral - Based Recruitment

1. City shall pay a reduced amount of 25% fee of the first-year base salary for the first position placed. Each position thereafter will be reduced by 1 % down to 20% (all subsequent placements for the remainder of the 1-year period will be at 20%), this is based on a multiple and exclusive search agreement with Consultant. Consultant will calculate the median salary to determine the actual retained amounts.

2. If City instructs Consultant to place advertisements in specific publications or job boards City will be invoiced as a pass-through with no additional markups. If City directs Consultant t to conduct specific background checks (not including reference checks), City will be billed as a pass-through with no additional markups.

Agreement for recruiting services between the City of Santa Clara and J. Powers Recruiting , Inc. Page 13 of 18 DocuSign Envelope ID: C35A551E -73B6-44DD-A016 -9BFA2109BEB5

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

Agreement for recruiting services between the City of Santa Clara and J. Powers Recruiting, Inc. Page 14 of 18 DocuSign Envelope ID: C35A551E -7386-44DD -A016-98 FA2109BEB5 B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than · one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01 . Liability coverage shall apply to all owned (if any), non-owned and hired autos.

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.

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

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

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

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees , volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85, Agreement for recruiting services between the City of Santa Clara and J. Powers Recruiting , Inc. Page 15 of 18 DocuSign Envelope ID: C35A551E-7386-44DD-A016-98FA21098E85 or the combination of CG 20 10 03 97 and CG 20 37 1 O 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.

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.

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

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in Agreement for recruiting services between the City of Santa Clara and J . Powers Recruiting, Inc. Page 16 of 18 DocuSign Envelope ID: C35A551E -7386 -44DD-A016 -9BFA2109BEB5 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 mailed to:

EBIX Inc.

City of Santa Clara Human Resources
P.O. Box 100085 - S2 or 1 Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
Telephone number: 951-766 -2280
Agreement for recruiting services between the City of Santa Clara and J. Powers Recruiting, Inc. Page 17 of 18 DocuSign Envelope ID: C35A551E-73B6-44DD-A016 -9BFA2109BEB5 Fax number: 770-325-0409
Email address: [email protected]
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement for recruiting services between the City of Santa Clara and J. Powers Recruiting, Inc. Page 18 of 18 Certificate Of Completion
Envelope Id: C35A551E73B644DDA0169BFA2109BEB5
Subject: Complete with DocuSign : Recruiter Firms Master Agreement J. Powers Recruiting 7-19-23.pdf Source Envelope:

Document Pages: 18
Certificate Pages : 5
AutoNav : Enabled
Envelopeld Stamping: Enabled
Signatures : 1
Initials: 0
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Record Tracking k
Status: Original
7/24/2023 11 :41 :04 AM
Signer Events
C
Jennifer Powers
[email protected]
Owner/President
J Powers Recruiting
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Mark Giovannetti
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted : 7/24/2023 1 :58:28 PM
ID: aa30add6 -1 ff5-4e30-8435-cf1439659dd0
Company Name: J Powers
In Person Signer Events
Editor Delivery Events
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Envelope Sent
Certified Delivered
Payment Events
Holder : Jennifer Powers
[email protected]
Signature
~
Doc uSlgned by:
~P<>iV~
ED2980757C40 4B1 ...

Signature Adoption: Pre-selected Style
Using IP Address: 73.41.245.24
Signature
Status
Status
Status
Status
Status
Signature
Signature
Status
Hashed/Encrypted
Security Checked
Status
Status : Delivered
Envelope Originator :

Jennifer Powers
5908 Headquarters Dr.

Suite K200
Plano, TX 75024
jennifer@jpowersinc .com
IP Address: 73.41 .245.24
Location: DocuSign
Timestamp
DocuSign·
Sent: 7/24/2023 11 :50:42 AM
Viewed: 7/24/2023 11 :51 :43 AM
Signed : 7/24/2023 11 :51 :53 AM
Sent: 7/24/2023 11 :51 :55 AM
Viewed : 7/24/2023 1 :58:28 PM
Timestamp
Timestamp
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Timestamps
7/24/2023 11 :50:42 AM
7/24/2023 1:58:28 PM
Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 3/23/2023 10:15:19 AM Parties agreed to: Mark Giovannetti

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, J Powers (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to 'I agree to use electronic records and signatures' before clicking 'CONTINUE' within the DocuSign system.

Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact J Powers:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: [email protected] To advise J Powers of your new email address
To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To request paper copies from J Powers
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with J Powers
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process ..

Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support .docusign .com/guides/signer-guide signing-system-requirements.

Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to 'I agree to use electronic records and signatures' before clicking 'CONTINUE' within the DocuSign system.

By selecting the check-box next to 'I agree to use electronic records and signatures', you confirm that:
• You can access and read this Electronic Record and Signature Disclosure; and • You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
• Until or unless you notify J Powers as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by J Powers during the course of your relationship with J Powers.

E Deficiencies
!§ Deficiencies
Name: J Powers Recruiting Inc. /!.,.

Account Number : S200005059
Address: 6120 1Nest6Th Street. Kio Linda. CA. 95673
Status : ComJlliant with Waived Deficiencies .

The following deficienc ies are accor ding to last validation on :OP,!13i2023 02ite =iol!cy
\ 03/0112023:
. 06/07/2023'
C: c-,.,,::rage Deficiency -..,.-.:'ar'J-2d
: Auto Liability _ Auto lial:>ili~{ - Owned Scheduled . Hired & Non-Owned Autos are not 1m:meny identified. ' Yes ··.-'.'arver
~eason
Business
i Decision
Cr~aled
By
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- ---- ---- ------- -------- --- ---- ----- --- - --- ---·- · . -- ·--- --- -- -.-~ --- - --·- - ·- : Certificate , Cancellat ion Da~s does not meet required minimum. • • Cancellat ion Endorsement not '. grovided No
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Date
' 10/26/2022
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1382 Agenda Date: 12/12/2023

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 1 to the Agreement for Services with The Power System People, Inc. DBA Power System Operations for Software License Update and Maintenance of the Validate, Estimate, Reconcile, Allocate (VERA) Settlement Suite Software funded by the Electric Utility Fund

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Silicon Valley Power (SVP) is required to settle power trading transactions that take place in the California Independent System Operator (CAISO) wholesale market. The settlement process is complicated and depends on a number of variables that are adjusted over time causing the need to perform adjusted settlements that span back months or years. In any given CAISO invoice, there is a settlement for the current month, along with six additional monthly adjustments from previous time periods.

In 2020, the City Council approved an agreement with Power System Operations (PSO) to provide SVP the use of their Validate, Estimate, Reconcile, Allocate (VERA) software suite to settle power trading transactions. The term of the agreement ended on May 19, 2023.

DISCUSSION
The VERA software was designed and written by PSO to validate CAISO settlements scheduled through SVP’s Scheduling Coordinator Agreement with Northern California Power Agency (NCPA) and ensure compliance with other reporting requirements in the industry. In fiscal year 2022, approximately $201 million in transactions scheduled through the CAISO were validated and settled using the VERA software. The use of the software is critical to SVP’s ability to manage the complex settlement process.

Various VERA modules hold all the algorithms/formulas for calculating settlements, with 235 charge code formulas for settling transactions using the CAISO grid. · The VERA Reporter module is used for daily and end-of-the-month transaction validations to ensure data accuracy and integrity.
· The VERA Administrator holds the master calendar that tracks with the CAISO multiple month settlement and adjustment process in a manner that validations are aligned with the CAISO, and counterparty invoices.
· VERA Communicator categorizes the CAISO charge codes into SVP’s Finance Department’s accounting strings for invoice processing and budget tracking.

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23-1382 Agenda Date: 12/12/2023
SVP submits around 82,860 schedules per year. Each schedule generates 24 settlements if it is in the CAISO Day Ahead market, or 268 settlements if it is in the CAISO Real-Time market, amounting to millions of settlement interval calculations that must be validated so that invoices can be paid, and disputes submitted in a timely manner. The agreement with PSO supports editing or adding settlement algorithms/formulas as the CAISO introduces market changes.

Staff recommends that City Council authorize the City Manager to execute Amendment No. 1 to the Agreement to (a) retroactively reinstate the agreement from May 20, 2023, and extend the term through May 19, 2026, (b) memorialize the company name change from Vicki Vanderburg, Inc. to The Power System People, Inc. DBA Power System Operations, and (c) increase the maximum compensation from $448,300 to $1,354,000, as detailed in Table 1 below. Since May 20, 2023; PSO has provided services totaling approximately $50,000 and has not been paid pending authorization of this amendment.

Table 1
Cost Element Estimated Annual Cost
Year 1 Total $242,100
Year 2 Total $178,100
Year 3 Total $178,100
Year 4 Total $354,500
Year 5 Total $213,100
Year 6 Total $188,100
Not-to-Exceed Maximum Compensation $1,354,000
*The increase in the annual total over the previous year is the addition of the annual software maintenance of $50,000 per year including years 1 - 3) and addition of Power System Software as a Service Subscription (Power System SaaS).

Staff recommends that the City Council further authorize the City Manager to negotiate and execute future amendment(s) to the agreement to (a) extend the term up to three additional years through April 30, 2029, (b) address future rate changes, (c) add additional users, and (d) add/delete functionalities and services for future system or regulatory needs. At the time of each renewal cycle or amendment for additional services, staff reviews pricing to ensure increases are appropriate.

ENVIRONMENTAL REVIEW
This action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to section 15061(c)(3) of Title 14 of the California Code of Regulations in that there is no possibility that the proposed actions will have a significant effect on the environment.
.

FISCAL IMPACT
The recommended amendment would increase the total maximum compensation by $905,700 to $1,354,000 and extend the term by three years through May 19, 2026. If approved, the City Manager would also be authorized to negotiate future amendment(s) to extend the term an additional three years and increase the total maximum compensation to $2,000,000. The annual cost is estimated to range from $188,100 to $354,500. Sufficient funds are available in Electric Utility Fund in the FY 2023/24 and FY 2024/25 Adopted Operating budget SVP Power Trading Settlements program.

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23-1382 Agenda Date: 12/12/2023
Funding in future years will be requested through the regular budget process.

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

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

RECOMMENDATION

1. Authorize the City Manager to execute Amendment No. 1 to the Agreement for Services (Agreement) with The Power System People DBA Power System Operations for Software License Update and Maintenance of the Validate, Estimate, Reconcile, Allocate (VERA) Settlement Suite Software and Provision of Cloud Hosting to retroactively reinstate the Agreement from May 20, 2023 and extend it through May 19, 2026, and increase compensation by $905,700 for a revised maximum compensation of $1,354,000, subject to the appropriation of funds and review and approval as to form by the City Attorney; and

2. Authorize the City Manager to take any actions as necessary to implement and administer the Agreement and to negotiate and execute future amendment(s) to the Agreement to (a) extend the term for up to three additional years through May 23, 2029; (b) adjust rates to reasonable market rates; and (c) add or delete services or software functionalities to support future system requirements or regulatory needs, for a total maximum compensation amount not-to-exceed $2,000,000, subject to the appropriation of funds and review and approval as to form by the City Attorney.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. Agreement for Services with Vicki Vanderburg, Inc. DBA Power System Operations

2. Proposed Amendment No. 1 to the Agreement for Services with Vicki Vanderburg, Inc. DBA Power System Operations
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EBIX Insurance No. S200001581

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
VICKI VANDERBURG, INC. DBA POWER SYSTEMS OPERATIONS

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Vicki Vanderburg, Inc. dba Power Systems Operations, a Washington corporation, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services";

8. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods anc:Vor 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 8 - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance Addendum (if applicable)
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes Agreement with Vicki Vanderburg, Inc. dba Power Systems Operations Rev. 07-01-18

Page 1 ends

and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditlons; the Terms and Conditions shall govern and control.

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

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

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

6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete pertormance 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 four hundred forty eight thousand three hundred dollars ($448,300), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Agreement with Vicki Vanderburg, Inc. dba Power Systems Operations Rev. 07-01-18
Page2
Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

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

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

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

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

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

11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed Agreement with Vicki Vanderburg, Inc. dba Power Systems Operations Rev. 07-01-18
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or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.

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

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

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

14. HOLD HARMLESS/INDEMNIFICATION
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 Agreement with Vicki Vanderburg, Inc. dba Power Systems Operations Rev. 07-01-18
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arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement - including claims of any kind by Contractor's employees or persons contracting with Contractor to perform any portion of the Scope of Services - and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

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

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

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

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

Agreement with Vicki Vanderburg, Inc. dba Power Systems Operations Rev. 07-01-18
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17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:

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

Vicki Vanderburg, Inc. dba Power Systems Operations
Attn: Vicki Vanderburg
3204 116th Avenue NE
Bellevue, Washington 98004
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

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

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

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

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

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

Agreement with Vicki Vanderburg, Inc. dba Power Systems Operations Rev. 07-01-18
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25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.

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

BRIAN DOYLE
City Attorney

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Dated•~J,Ul{)
✓ 4ANTANA
City Manager
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
VICKI VANDERBURG, INC. DBA POWER SYSTEMS OPERATIONS
a Washington corporation
Name: _____ _;,..__ ___ --.:v--------
T i tie: President
Principal Place of 3204 116th Avenue NE
Business Address: Bellevue, Washington 98004
Email Address: [email protected]
"CONTRACTOR "
Agreement with Vicki Vanderburg, Inc. dba Power Systems Operations Rev. 07-01-18

Page 8 ends

EXHIBIT A

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

Power Systems Operations {PSO) will assist Silicon Valley Power (SVP) to support the power trading operations in the areas of scheduling and settlements, leveraging your existing license to PSO's proprietary VERA Settlements Suite. PSO will assist with the following areas:

Software and Systems Support
Ongoing Reports Support - Estimated at 2 person-hours per week. Changes to existing VERA reports as requested by users.

Software Development and Implementation
Scheduling SNCL Portfolio -
• The SVP-MSS & SNCL portfolio data now reside in NCPA Pages, new downloads are posted by NCPA from time-to-time that must be incorporated into VERA's download capabilities
Back Office Validations -
• Implement CAISO Statement and Invoice downloads; transition existing reports to use this data so that nMarket can be retired; Archive nMarket data in VERA's database to retain accessibility to data from past years, not currently available in CAISO systems.

NCPA Reconciliations
• Ongoing Support for using VERA to validate NCPA's allocations versus VERA's estimates.
• Implement new equations based on Appendix B and CISO market changes. • Create VERA Work:flows to simplify the many steps in the process of gathering data and calculating results in VERA.

Agreement with Vicki Vanderburg, Inc. dba Power Systems Operations Exhibit A-Scope of Services
Rev. 07-01-18
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VERA Reports
• Creating new Scheduling and Settlements Reports
Azure Cloud Support
Maintaining Azure hosted servers for database and applications • Azure/SQL Server Hosting costs; direct pass through, no markup. • PSO Management of the Azure environment
User Training
Provide ongoing training for existing and new users in VERA Agreement with Vicki Vanderburg, Inc. dba Power Systems Operations Exhibit A-Scope of Services
Rev. 07-01-18
Page2

EXHIBIT B

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

Task Estimated in Year 1 Estimated in Year 2
Ongoing Reports Support $15,600
SNCL Portfolio Sched. Support $10,000
Back Office Validations $59,000 .

NCPA Reconciliations $45,000
New VERA Reports $15,000
Azure Cloud Support $30,000
Training $10,000
Travel $7,500
Per Vear Totals $192,100
Agreement with Vicki Vanderburg, Inc. dba Power Systems Operations Exhibit B-Schedule of Fees
Rev. 07-01-18
$15,600
$10,000
$45,000
$15,000
$25,000
$10,000
$7,500
$128,100
Estimated in Year 3
$15,600
$10,000
$45,000
$15,000
$25,000
$10,000
$7,500
$128,100
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EXHIBIT C

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 each occurrence
$1,000,000 general aggregate
$1,000,000 products/completed operations aggregate
$1,000,000 personal injury

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

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

Agreement with Vicki Vanderburg, Inc. dba Power Systems Operations Exhibit C-lnsurance Requirements
Rev. 07-01-18
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C. WORKERS' COMPENSATION

1. Workers' Compensation f nsurance Policy as required by statute and employer's liability with the following limits: at least one million dollars ($1,000,000) policy limit Illness/Injury by disease, and one million dollars ($1,000,000) for each Accident/Bodily Injury.

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

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

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

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

Agreement with Vicki Vanderburg, Inc. dba Power Systems Operations Exhibit C-lnsurance Requirements Page2
Rev. 07-01-18

4. 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.

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

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

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

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, Agreement with Vicki Vanderburg, Inc. dba Power Systems Operations Exhibit C-lnsurance Requirements Page 3
Rev. 07-01-18
satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City's approvaras to adequacy of the insurance protection.

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

EBIX Inc.

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

Agreement with Vicki Vanderburg, Inc. dba Power Systems Operations Exhibit C-lnsurance Requirements
Rev. 07-01-18
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AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
THE POWER STATION PEOPLE, INC. DBA POWER SYSTEMS OPERATIONS

PREAMBLE
This agreement (“Amendment No. 1”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and The Power Station People, Inc. DBA Power Systems Operations, a Washington Corporation (Contractor).

City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The City and Contractor’s predecessor in interest, Vicki Vanderburg, Inc. DBA Power Systems Operations previously entered into an agreement entitled “Agreement for Services Between the City of Santa Clara Vicki Vanderburg, Inc.

DBA Power Systems Operations” dated June 16, 2020 (Agreement); B. Contractor acquired Vicki Vanderburg, Inc. DBA Power Systems Operations and thereby Contractor assumed the rights, obligations, and liabilities under the Agreement; and
C. The Parties entered into the Agreement for the purpose of having Contractor provide support for the VERA Settlements Suite used by the power trading operations at Silicon Valley Power (SVP), and the Parties now wish to amend the Agreement to extend the term of the Agreement, incorporate software maintenance, and increase maximum compensation.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 1 of the Agreement, entitled “AGREEMENT DOCUMENTS” is amended to read as follows:
“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 – AMENDED JANUARY 1, 2024 Exhibit B – Schedule of Fees and Payment Provisions – AMENDED JANUARY 1, 2024
EBIX Insurance No. S200001581
Amendment No. 1 to Agreement/Vicki Vanderburg, Inc. dba Power Systems Operations Page 1 Rev. 10/25/19
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 of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.”

2. Section 2 of the Agreement, entitled “TERM OF AGREEMENT” is amended to read as follows:
“Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on May 19, 2020 and terminate on May 19, 2026.

The Parties agree that this Agreement did not expire on the previous expiration date of May 19, 2023, and it remains valid through the new expiration date set forth in this Amendment No. 2.”

3. Section 6 of the Agreement, entitled “COMPENSATION AND PAYMENT” is amended to read as follows:
“In consideration for Contractor’s complete performance of Services, City shall pay Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES AND PAYMENT PROVISIONS – AMENDED JANUARY 1, 2024.” The maximum compensation of this Agreement is one million dollars three hundred fifty four thousand dollars ($1,354,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services including any taxes. All Services performed or supplies, materials and equipment 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.”

4. Section 26 of the Agreement, entitled “CONSENT TO ASSIGNMENT” is hereby added to the Agreement to read as follows:
“Contractor, The Power Station People, Inc. DBA Power Systems Operations, a Washington Corporation, assumed the rights, obligations, and liabilities under the Agreement on the effective date of its acquisition of Vicki Vanderburg, Inc. DBA Power Systems Operations. Contractor agrees to perform all the duties and obligations and assume all liabilities and responsibilities of Assignor, except as set forth herein.”

5. Exhibit A Scope of Services is amended in its entirety with the attached EXHIBIT A – SCOPE OF SERVICES – AMENDED JANUARY 1, 2024.

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6. Exhibit B – Schedule of Fees is amended in its entirety with the attached EXHIBIT B – SCHEDULE OF FEES AND PAYMENT PROVISIONS –
AMENDED JANUARY 1, 2024.

7. 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
JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax:
(408) 241-6771
“CITY”

THE POWER STATION PEOPLE, DBA POWER SYSTEMS OPERATIONS
a Washington corporation
Dated:

By (Signature):

Name: Ken Jones
Title: CEO
Principal Place of
Business Address:
22421 NE 202nd Street
Woodinville, WA 98077
Email Address: Ken. [email protected]
Telephone: (240)463-6566
“CONTRACTOR”
11/21/2023
Amendment No. 1 to Agreement/Vicki Vanderburg, Inc. dba Power Systems Operations Page 3 Rev. 10/25/19

EXHIBIT A

SCOPE OF SERVICES
SECTION 1. DEFINITIONS AND ABBREVIATIONS USED

1.1 Azure database: The SNCL internal SQL Server database that contains SNCL specific data.

1.2 Azure Environment: The set of database machines and application servers that house the various applications necessary for the VERA Applications to run.

1.3 Azure server: One or more Microsoft Server machines that are used by the VERA Applications.

1.4 CAISO: California Independent System Operator.

1.5 CAISO Appendix B – CAISO Tariff Appendix B documents as they may be amended from time to time.

1.6 CAISO Market Changes: Changes to the CAISO Appendix B participant agreements as well as modifications that are made to the CAISO website and Application Programming Interfaces (APIs).

1.7 Current Release: The then-current unmodified, unimproved release of the VERA Software made generally available by Contractor to similarly situated customers.

1.8 Documentation: Documented information provided by Contractor to its customers outlining the features of the VERA Software.

1.9 Errors: Any failure in the VERA Software to substantially comply with its Documentation.

1.10 NCPA: Northern California Power Agency (NCPA).

1.11 NCPA Allocations: The allocation amounts that appear on the Settlement Statement from NCPA.

1.12 NCPA Estimates: the estimated amounts that are calculated by NCPA prior to issuing a Settlement Statement.

1.13 Power Station SaaS: Power Station People’s application platform as Software as a Service (SaaS).

1.14 Schedule Comparison Report: A VERA report that compares the CAISO Schedules to the SNCL or Rio Bravo (RIOB), Day Ahead (DA), and Real Time (RT) Schedules.

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1.15 Settlement Statement: CAISO provided settlements for SNCL referring to the calculation, billing, and invoicing of charges and payments for market and transmission-related activities between market participants and the ISO.

1.16 Severity 1 Error: An Error that causes the VERA Software to be wholly inoperative, or so severely impaired that City is unable to use the VERA Software to perform any of its intended functions in accordance with the Documentation supplied by Contractor.

1.17 Severity 2 Error: An Error that causes the VERA Software to fail to function in material accordance with its Documentation so that one or more material functions are severely impaired but t he Licensed Software is still operational with respect to other functions.

1.18 Severity 3 Error: An Error reported by City that causes inconvenience, but does not materially and adversely affect the functionality of the VERA Software.

1.19 SVP-MSS: SVP Metered Subsystem

1.20 SNCL portfolio: City of Santa Clara’s portfolio of market assets, trading activities, or other activity in City’s role as a scheduling coordinator with the CAISO market.

1.21 Upgrade: Updated, upgraded, or revised versions of the VERA Software which may include Error corrections and other enhancements that Contractor, at its sole discretion, makes available to Contractor customers who are similarly situated to City at no additional charge. Upgrades shall not include any new releases which contain substantially new or different functionality, which Contractor licenses as separate products or which Contractor creates at the request of a specific licensee.

1.22 VERA (Validate, Estimate, Reconcil e, Allocate) Settlement Suite Software (VERA Software): Contractor’s proprietary settlement software application.

SECTION 2. SERVICES TO BE PERFORMED

2.1 Contractor will provide all necessary labor, supervision, and services to perform software maintenance and as needed services for the VERA Software licensed by the City and used for power trading operations in the areas of scheduling and settlements.

2.2 Contractor will be available for telep hone consultation during the hours and at the contacts provided on the Contractor’s support site
(www.powersysops.com).

2.3 Software Maintenance

2.3.1 Provided that software maintenance fees as specified in Exhibit are paid Amendment No. 1 to Agreement/Vicki Vanderburg, Inc. dba Power Systems Operations Page 5 Re
v. 10/25/19
in full, Contractor will perform the software maintenance services described pursuant to the following:

2.3.1.1 Contractor will use reaso nable efforts to correct Errors, provided (1) City notifies Contractor of such Errors in writing, (2) Contractor can replicate the Errors, and (3) Contractor can confirm that Errors arise directly from the unmodified VERA Software.

2.3.1.2 Contractor will use reasonabl e efforts to proceed as described in this Section.

2.3.1.2.1 Severity 1 Error. Within one (1) business day after receiving notice of a Severity 1 Error from City,
Contractor will dedicate at least one qualified
technician full time within Contractor normal
business hours to provide a correction or
procedural workaround sufficient to reduce or
eliminate the effect of the Severity 1 Error. Within
five (5) business days after receiving notice of a
Severity 1 Error from City, Contractor will provide
an error correction or procedural workaround
sufficient to alleviate any material adverse effect of
the Severity 1 Error on the operation of the VERA
Software.

2.3.1.2.2 Severity 2 Error. Within ten (10) business days after receiving notice of a Severity 2 Error,
Contractor will provide an error correction sufficient
to alleviate any material adverse effect of the
Severity 2 Error on the operation of the VERA
Software.

2.3.1.2.3 Contractor will endeavor to include a correction of such Severity 3 Error by the next Upgrade of the
VERA Software.

2.3.2 Contractor will provide Upgrades to the standard version of the major Licensed Software at no additional cost to the City.

2.3.3 Contractor shall not be obligated to provide maintenance or support services for any customizations or modifications to the Current Release as part of software maintenance services. Such services may be available from Contractor for an additional fee as provided in this Agreement.

2.3.4 Contractor may provide maintenance and support services for the version of the VERA Software immediately preceding the Current Amendment No. 1 to Agreement/Vicki Vanderburg, Inc. dba Power Systems Operations Page 6 Re
v. 10/25/19
Release at its discretion.

2.3.5 City shall designate in writing to Contractor up to three (3) appropriate and knowledgeable persons to serve as City's liaisons with Contractor and through whom all contacts and questions shall be presented to Contractor. City's liaison persons may be changed by City by providing written or email notice to Contractor.

2.3.6 In addition to the support and maintenance services described above, Contractor may perform additional services for City to correct difficulties or defects caused by City's erro rs, hardware system changes, interactions with other software of City, or any authorized changes or customizing made to the VERA Software. Such additional services are not included in the fees set forth for Software Maintenance and shall be performed pursuant to Section 2.4 As Needed Services.

2.3.7 In the event that City makes any unauthorized modifications, enhancements or improvements to the VERA Software, Contractor shall be relieved of its obligations to provide support and maintenance services for any portion of the VERA Software which has been affected, directly or indirectly, by such changes, modifications, enhancements or improvements.

2.4 Azure Cloud Support

2.4.1 Contractor will secure Azure Cloud Support for the Term including:

2.4.1.1 Azure Reservation – City will reimburse Azure Reservation costs which are paid in advance for 3-year server
reservations.

2.4.1.2 Azure/SQL Server monthly costs from Microsoft Azure

2.4.1.3 Contractor will invoice Azure costs to City pursuant to the terms of Exhibit B, Section 2.4

2.4.2 Contractor management of the Azure environment including, but not limited to, monthly hosting fee for managing the Azure Servers, working with Microsoft to insure servers are working as expected, handling support tickets, and performance monitoring.

2.5 As Needed Services: At the request of the City, and subject to written approval by City, Contractor will perform additional services at the hourly rates in Exhibit B – Schedule of Fees and Payment Provisions.

2.5.1 Ongoing report support such as, but not limited to changes to existing VERA reports requested by SVP users.

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2.5.2 Software Development and Implementation including:

2.5.2.1 Scheduling SNCL Portfolio:

2.5.2.1.1 SNCL portfolio data resides in NCPA Pages is
downloaded via VERA Requester and VERA
Communicator to be stored in the SNCL Azure
database. These downloads are performed at
regular intervals and can also be triggered
manually. The data is then used in VERA
Calculations and in VERA Reports.

2.5.2.1.2 Contractor will incorporate new downloads for SVP- MSS and SNCL Portfolio which are posted by
Northern California Power Agency (NCPA) into
NCPA Pages when those new downloads occur in
order to incorporate any new download capabilities
and logic processing for newly posted data.

2.5.2.2 Back Office Validations:

2.5.2.2.1 Back office validation processes involve retrieving data from various sources (such as CAISO sites,
NCPA, Open Access Same-Time Information
System (OASIS), and internal systems) and saving
that data into the SNCL Azure database. The data
within the database is then used within VERA for
calculation and validation reporting and also exists
within the database for SNCL archiving purposes.

This means that SNCL can rely on their own copy
of the data when performing validation activities.

2.5.2.2.2 Contractor will implement tools to facilitate downloads of California Independent System
Operator (CAISO) bids, awards and trades for
storage into the Azure database.

2.5.2.2.3 Contractor will perform programming required to transition the schedule comparison report to use
CAISO bids, awards, and trades. Such report will
meet all properties requested by SVP.

2.5.2.3 NCPA Reconciliations:

2.5.2.3.1 Contractor will provide ongoing support for use of VERA to validate NCPA allocations against VERA
estimates.

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2.5.2.3.2 Contractor will implement new equations based on CAISO Appendix B participant agreements and
CAISO market changes.

2.5.2.3.3 Contractor will create VERA workflows to simplify steps required to gather data and calculate results
in VERA.

2.5.2.4 VERA Workflows:

2.5.2.4.1 Contractor will enhance VERA workflows to
incorporate multi-threading for calculations.

2.5.2.4.2 Contractor will upgrade VERA Launcher to provide workflow capabilities.

2.5.2.4.3 Contractor will update Power Station Software as a Service (SaaS) with workflow processing.

2.5.3 Production Support / Ongoing Support: Upon request and approval by City, Contractor will perform additional services such as, but not limited to:

2.5.3.1 Create new scheduling and settlement reports when requested by City.

2.5.3.2 Provide training for new and existing users.

2.5.3.3 Provide support to correct difficulties or defects caused by City's errors, hardware system changes, interactions with other software of City, or any authorized changes or
customizing made to the VERA Software.

2.6 Except as otherwise specified in this Agreement Contractor services shall include all supervision and administrative support as well as program and project management services.

SECTION 3. POWER STATION SAAS SUBSCRIPTION

3.1 Contractor will provide licensing for Power Station Software as a Service (SaaS) on a per-user basis at the rates in Exhibit B.

3.2 The Power Station SaaS:

3.2.1 Is applicable for Power Station SaaS with Workflow processing.

3.2.2 Includes a workflow interface containing communication data, calculations and reports.

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3.2.3 Excludes any transactional type of interfaces such as submission of data. If services associated with transactional types of interfaces are required by City, Contractor shall provide a quote for such services which shall be invoiced at the hourly rates in Exhibit B.

SECTION 4. REPORTS

4.1 When working on specific implementations, Contractor shall provide regular cost, schedule, and status updates.

4.2 Depending on work activity associated with the Services, status updates may be required daily, weekly, or monthly at the direction of SVP.

4.3 Contractor shall provide all reports in electronic format and hard copy if requested by the City.

Amendment No. 1 to Agreement/Vicki Vanderburg, Inc. dba Power Systems Operations Page 1 0 Rev. 10/25/19

EXHIBIT B

SCHEDULE OF FEES AND PAYMENT PROVISIONS
SECTION 1. MAXIMUM COMPENSATION

1.1 The maximum compensation payable to Contractor during the Term shall not exceed the amount in Section 6 of this Agreement.

1.2 Cost Estimates: Cost Estimates by task are summarized in Exhibit B-1 – Cost Estimates.

1.2.1 Subject to written approval of the City, Contractor may transition costs between categories within each cost estimate but only to the extent that these transitions leave sufficient funding to complete the activities identified in each task.

1.2.2 In the event that Contractor is requested to perform additional work not included in the scope of this Agreement or if a task exceeds the Budget outlined in Exhibit’s B-1, Contractor shall submit a proposal for such additional work.

1.2.3 If remaining contingency funds are available in the Agreement to complete the project quoted, Contractor may perform such additional work upon written City may issue a purchase order or change to purchase order to authorize such work.

1.2.4 If insufficient contingency funds are available to complete proposed work, an Amendment to this Agreement shall be executed in advance of starting work. No products or se rvices that will commit or authorize funds in excess of the contingency fu nds outlined in will be provided unless both Parties execute an Amendment to this Agreement.

SECTION 2. RATES

2.1 Rates.

2.1.1 Except where defined in this Section, Contractor will perform and invoice services at a rate of $150 per hour.

2.1.2 Contractor will perform and invoice cl oud support services at a rate of $1,000 per month.

2.1.3 Contractor will perform and invoice software maintenance services described in Section 2.1 at a rate of $50,000 per year which shall be billed annually.

2.1.4 Contractor will provide Power Station SAAS for $499 per user per Amendment No. 1 to Agreement/Vicki Vanderburg, Inc. dba Power Systems Operations Page 10 Rev. 10/25/19
Amendment No. 1 to Agreement/Vicki Vanderburg, Inc. dba Power Systems Operations Page 11 Rev. 10/25/19
month for read/write access.

2.2 Rates listed in Section 2.1 are fully burdened.

2.3 Rate Increase. Rates may be negotiated no more than once annually.

Contractor shall notify the City ninety (90) days in advance of any proposed rate increase. Any rate increases are subject to approval by the City and must be substantiated by the Contractor to the satisfaction of the City. All rate adjustments must be approved by the City through an amendment to this Agreement. References to alternate rates in quotes that have not been separately authorized pursuant to this section are not approved.

2.4 Reimbursable Expenses.

2.4.1 Any and all reimbursable expenses shall be reimbursable only to the extent that (1) Contractor submits sufficient documentation to City that the expenses were directly incurred in providing the required Services, (2) Contractor demonstrates that such expenses aren’t included in the hourly rate where applicable, (3) such expenses were approved in advance, (4) Contractor submits receipts, invoices, or other supporting documentation demonstrating that such reimbursable costs were incurred. All reimbursable expenses shall be reimbursed at cost with no mark up.

2.4.2 Eligible reimbursable expenses include Azure Reservation costs, Azure Hosting Costs, subconsultant services, and travel costs.

2.4.3 Unless approved in writing (e-mail acceptable) in advance, meals, lodging, and related per diem shall not exceed the rates outlined by United States General Services Administration (GSA).
https://www.gsa.gov/travel-resources. Airfare or rental car, where applicable shall be at economy rates. Allowable mileage shall be invoiced at the prevailing IRS rate per mile.

SECTION 3. PAYMENT PROVISIONS

3.1 Contractor shall provide an invoice to the City on a monthly basis for Services completed in the preceding month. The invoice must include the following information:

3.1.1 Invoice Number, Purchase Order Number (if applicable), and Invoice Period.

3.1.2 Current amount due with a time and materials breakdown: titles, hours, hourly rates, and any City approved reimbursable expenses itemized with supporting documentation.

Amendment No. 1 to Agreement/Vicki Vanderburg, Inc. dba Power Systems Operations Page 12 Rev. 10/25/19

3.1.3 Each invoice shall provide sufficient detail for City to verify that the rates listed in Table 1 are charged.

3.2 Pre-Payment. City shall not be required to pay a deposit or any other form of pre-payment prior to Contractor beginning the Services.

3.3 Payment Limited to Satisfactory Work. Contractor is not entitled to any payments until the City concludes that the Services and/or any furnished deliverables have been satisfactorily performed.

3.4 Recalculation. The City may recalculate and pay invoices based on the rates established in this Agreement.

3.5 Certified Payroll. When applicable, Contractor must submit all necessary certified payrolls through LCP Tracker in advance of its request for payment.

These submittals shall comply with the requirements set forth in Exhibit D and are subject to verification by the City.

3.6 Disputed Invoices. If the City in good faith disputes any portion of an invoice, the City shall pay the undisputed portion of the invoice and submit written notice to Contractor regarding the disputed amount. The notice shall include documentation supporting the disputed amount.

3.7 Payment. If there are no discrepancies or deficiencies in the submitted invoice and Contractor has submitted all required certified payroll, City shall process the invoice for payment.

Amendment No. 1 to Agreement/Vicki Vanderburg, Inc. dba Power Systems Operations Page 13 Rev. 10/25/19
EXHIBIT B-1

COST ESTIMATES
Initial 3 Year
Term 6 Year Term
Software Maintenance $300,000.00
$50,000 per year
billed annuall
y
Azure Cloud Support $ 80,000.00 $192,000.00
Includes
reimbursements to
Microsoft and monthly
support provided by
Contractor
As Needed Services
Ongoing Report Support & New
VERA Reports $ 91,800.00 $184,000.00
Invoiced based on
actual hours worked at
hourly rates.

Software Development and
Implementation $ 224,000.00 $528,000.00
Invoiced based on
actual hours worked at
hourl
y rates.

Production Support including
Training $ 30,000.00 $60,000.00
Invoiced based on
actual hours worked at
hourly rates.

Power Station SaaS Subscription $60,000.00
$499 per user per
month, for up to 5
users, for read/write
Power Station
subscription
Travel $ 22,500.00 $30,000.00
Subject to provisions
of Section 2.4 of
Agreement as
Amended.
$ 448,300. 00 $ 1,354,000.00
Amendment No. 1 to Agreement/Vicki Vanderburg, Inc. dba Power Systems Operations Page 14 Rev. 10/25/19
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1383 Agenda Date: 12/12/2023

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 2 to Agreement for the Performance of Services With Grid Subject Matter Experts, LLC, Extending the Term to December 31, 2024, and Increasing the Maximum Compensation from $300,000 to $500,000, Funded by the Electric Utility Fund

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
As a transmission operator registered with North American Electric Reliability Corporation (NERC), Silicon Valley Power (SVP) is subject to numerous reliability regulations that apply to SVP’s operations and specifically to equipment that supports real-time monitoring and control. Real-time operations of SVP’s electric transmission and distribution system is made possible through the use of a Supervisory Control and Data Acquisition (SCADA) system. Using data points from SVP’s service territory and the California Independent System Operator (CAISO) balancing authority, the SCADA system enables SVP System Operators to assess the state of the power grid and make critical operating decisions to ensure reliable service to Santa Clara residents and businesses. Due to the critical importance of SCADA in modern control centers, NERC, and the Federal Energy Regulatory Commission (FERC) mandate that transmission operators with SCADA systems comply with certain cybersecurity requirements Cybersecurity Infrastructure Protection (CIP) standards. Failure to adhere to such standards could result in fines as high as $1 million per day.

In 2018, SVP entered into an agreement with Grid Subject Matter Experts, LLC (GridSME) to provide compliance support with FERC and NERC’s CIP requirements. GridSME also provides additional as- needed services such as assisting with maintenance of SVP’s Control Center SCADA system, ensuring the SCADA system complies with current and upcoming regulations, updating the mandatory cybersecurity training modules, and performing NERC mandated annual cyber vulnerability assessments of SVP’s cybersecurity systems. In October 2021, the City Manager executed Amendment No. 1 to the Agreement extending the term for three years through June 30, 2024, and increasing the maximum compensation.

With GridSME’s in-depth knowledge of SVP’s SCADA systems (legacy and new) and familiarity with SVP’s CIP program, GridSME has been a critical resource for performing the annual cybersecurity vulnerability assessment of SVPs CIP cyber assets, as required by NERC CIP regulations. GridSME performed the vulnerability assessment for each of the past six years and SVP encountered no issues in this area during its triennial NERC-CIP Audit in April 2020. GridSME also supports necessary updates to SVP’s training programs which are required by the CIP reliability standards.

SVP’s current triennial NERC Audit, performed by the Western Electricity Coordinating Council City of Santa Clara Printed on 12/8/2023Page 1 of 3
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23-1383 Agenda Date: 12/12/2023
(WECC), started on March 27, 2023. GridSME’s assistance has been instrumental in helping SVP demonstrate its processes and SCADA system are CIP-compliant. In addition, GridSME uses their first-hand knowledge of SVP’s SCADA system to assist SVP with updates to its internal policies and procedures. GridSME also helps SVP staff identify and collect relevant evidence from SVP’s SCADA devices and also participates in audit interviews alongside SVP staff.

DISCUSSION
The current agreement with GridSME ends on July 26, 2024, and has a maximum compensation of $300,000.

Due to staff transitions, an increased need for SCADA support and knowledge transfer, staff is requesting authorization to increase the maximum compensation by $200,000 for a new maximum compensation not to exceed $500,000.

Furthermore, staff is requesting authorization to extend the term by an additional six months to December 31, 2024. This extension will allow staff to complete the work that has been initiated with GridSME under the agreement. It will also provide sufficient time to conduct a Request for Proposals process and ensure a new agreement is in place, thereby preventing any gap in this critical service.

GridSME’s current hourly rates are effective through the original end date of July 26, 2024.

Beginning on July 27, 2024, the hourly rates will increase by 7% to 20% depending on the staff classification.

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the proposed actions being considered are exempt from the California Environmental Quality Act (“CEQA”) pursuant to section 15061(b)(3) of the Title 14 of the California Code of Regulations in that there is no possibility that the proposed actions will have a significant effect on the environment.

FISCAL IMPACT
The proposed Amendment No. 2 to the Agreement for the Performance of Services with Grid Subject Matter Experts would increase the maximum compensation from $300,000 to $500,000 and extend the term of the agreement through December 31, 2024. Sufficient funds are budgeted in the FY 2023/24 and FY 2024/25 Adopted Operating Budget in the Electric Utility Fund.

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

RECOMMENDATION

1. Authorize the City Manager to execute Amendment No. 2 to the Agreement for the Performance of City of Santa Clara Printed on 12/8/2023Page 2 of 3
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23-1383 Agenda Date: 12/12/2023
Services Between the City of Santa Clara, California, and Grid Subject Matter Experts, LLC. (Agreement), to extend the term of the Agreement through December 31, 2024, and increase the maximum compensation from $300,000 to $500,000 for the period of July 26, 2018, through December 31, 2024, subject to the review and approval as to form by the City Attorney; and

2. Authorize the City Manager to execute any related documents and take any actions as are necessary or advisable to implement and administer the Agreement.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Original 2018 Contract with Grid Subject Matter Experts, LLC

2. Amendment No. 1 with Grid Subject Matter Experts, LLC

3. Proposed Amendment No. 2 Grid Subject Matter Experts, LLC City of Santa Clara Printed on 12/8/2023Page 3 of 3
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BLUE ROUTE SHEET - CITY COUNCIL APPROVAL NOT REQUIRED
From/Department Originating: ELECTRIC
Dept. Contract Extension Code: RES -------
Date Submitted: __ 7/_12_/_18 __ Return To: Melisa Revino(S. Laughlin) V. Ridad Guzman
(1) Indicate signature authority:
(2)
(3)
(4)
(5)
(6)
IZJ City Manager Signature Authority per Ordinance 1941 (CC Action - June 16, 2015) [Electric, Water and Sewer Service Agreements with a Value of$150,000 or Less] D City Manager Signature Authority per Ordinance 1941 (CC Action June 16, 2015) [All Other Service Agreements with a Value of$100,000 or Less] □
□
□
□
City Manager Signature Authority per Resolution 6603 (CC Action - July 13, 1999) [Miscellaneous Agreements including Confidentiality Agreements] City Manager Signature Authority per Resolution 5600 (CC Action - May 28, 1991) [Miscellaneous Agreements]
Chief of Police Signature Authority per Resolution 6000 (CC Action - April 4, 1995) [Miscellaneous Police Agreements]
Other:

Document: Grid Subject Matter Experts, LLC - Agreement for the Performance of Services [NAME OF DOCUMENT AND CONTRACTOR/OTHER PARTY
Insurance is in compliance per attached EBIX .printout.[NO. TE.: IF INS·U· RAN.CE IS NOT IN 1'-PLIANCE, AGREEMENT WIL.L .BE ~ETURNED AND N1T ROU~!:/~,.,0,~ CIT~ ::-ATURE~ r Department head ongmatmg agreement: __ ~....,,,;l?-~f_J.k.-~ ...... C---·,/_/_{J=c~·f~Z-_ _j;_t _____ j __ L _______ _ /{SIGNATURE]
,' '
FINANCE DEPARTMENT □ l/Not Applicable
Certified as to availability of funds: ~
[SIGNAT~
Account Number to be charged: 091-1324-87870 '1 f iA
a) Original Contract Amount/Change Order Contingency (include prior amendment(s), if applicable):
$134 700.00 [NOT TO EXCEED CONTRACT DOLLAR AMOUNT]
b) All Previous Change Order Amounts (if applicable):
$ __________ _
c) Current Amendment/Change Order Amount (if applicable):
$_________ [NOT TO EXCEED CONTRACT DOLLAR AMOUNT]
d) Total:$ 134700.001.w.1,r.1-<4 t 'jt?a{(~ (b), and (c) for Agreements, or (b) and (c) for Change Orders] NOTE: AGREEMENT OVER $100K/CHANGE ORDERS OVER THE CONTINGENCY REQUIRE COUNCIL APPROVAL

CITY ATTORNEY'S OFFICE
Approved as to fonn: (:~~~
[CITY ATTORNEY/ HORITY COUNSEL]
Date: -1 /M ( ! 8
City Attorney's Office Assignment Number: 18.0299 ---------- (7) CITY CLERK'S OFFICE
,')
_____ copy(ies) Att/ed: . ..:· ·· .~::inal(s)
\. / Transmit the attached r1gm~j)/ copy to contractor
\/ Fully executed original on file in City Clerk's Office --- Date Processed by Clerk's Office: ----'---+---,;9.--
S:\Attomey\Blue Route Sheet Form Rev. 9-1-15-PRINT TWO-SIDED ON BLUE PAPER 1

CITY MANAGER REQUIRED INFORMATION
(1)
(2)
(3)
Scope of Services: [BRIEFL y SUMMARIZE THE SCOPE OF WORK/PURPOSE OF DOCUMENT] In 2015 through an RFP process Grid Subject Matter Experts, LLC was selected to assist SVP with the developed a North American Electric Reliability Corporation (NERC) Critical Infrastructure Protection (CIP) Compliance Program in order to meet compliance with the CIP version 5 (CIP.v5) NERC Regulatory standards. As new NERC CIP regulatory standards are developed and existing regulations are revised, SVP will require on-going services to help ensure that the Electric Utility meets its compliance with the CIP standards.

Term of Agreement: Three years ----"------------------------------[ST ART DATE AND END DATE OF THE AGREEMENT/DOCUMENT] VENDOR SELECTION PROCESS: Check the box that describes how you selected the vendor:

Note: The Informal Selection Process Requires that at least three Contractors/Vendors are solicited for a quotation by any means available. The Formal Selection Process requires that at least three written competitive proposals are obtained. Award decisions for service contracts exceeding $50,000 that are not awarded to the lowest bidder shall be maintained as part of the record of transaction (completion plus 5 years). Records of solicitation must be maintained as part of the record of transaction (2 years).

Informal Selection Process
D Selection Process for Agreements with a value of $50,000 or less D Selection Process for Electric, Water or Sewer Utility Agreements with a value of$150,000 or less Formal Selection Process:
~ Selection Process for Agreements with a value over $50,000 for City Departments excluding Electric, Water or Sewer Utilities
□ OTHER:
(4) IDSTORY:

Has the department retained the same contractor for similar services in last 5 years? ~ YES [If yes, complete following] D NO [Ifno, no further information required] Term of Agreement: __ T_h_r_e_e .... y_e_ar_s ___________________________ _ [ST ART DATE AND END DA TE OF THE AGR,EEMENT/DOCUMENT]
Contract Amount: $ 130,879.00 .;:_:;__:;=c..c'-'--'--'--------------------------~---

CMOUSEONLY
S:\Attomey\Blue Route Sheet Form Rev. 9-1-15 -PRINT TWO-SIDED ON BLUE PAPER 2 Ebix Insurance No. S200003293

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

GRID SUBJECT MATTER EXPERTS, LLC

PREAMBLE
This agreement for the performance of services ("Agreement") is by and between Grid Subject Matter Experts, LLC, a Delaware limited liability company, with its principal place of business located at 1847 Iron Point Road, Suite 140, Folsom, California 95630 ("Contractor"), and the City of Santa Clara, California, a chartered California municipal corporation with its primary business address at 1500 Warburton Avenue, Santa Clara, California 95050 ("City"). 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 professional 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 PROVISIONS

1. EMPLOYMENT OF CONTRACTOR.

City hereby employs Contractor to perform services set forth in this Agreement. To accomplish that end, City may assign a Project Manager to personally direct the Services to be provided by Contractor and will notify Contractor in writing of City's choice. City shall pay for all such materials and services provided which are consistent with the terms of this Agreement.

2. SERVICES TO BE PROVIDED.

Except as specified in this Agreement, Contractor shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise ( collectively referred to as "Services") to satisfactorily complete the work required by City at his/her own risk and expense. Services to be provided to City are Agreement for the Performance of Services/ Grid Subject Matter Experts, LLC Rev. 02/01/15

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more fully described in Exhibit A entitled "SCOPE OF SERVICES." All of the exhibits referenced in this Agreement are attached and are incorporated by this reference.

3. COMMENCEMENT AND COMPLETION OF SERVICES.

A. Contractor shall begin providing the services under the requirements of this Agreement upon receipt of written Notice to Proceed from City. Such notice shall be deemed to have occurred three (3) calendar days after it has been deposited in the regular United States mail. Contractor shall complete the Services within the time limits set forth in the Scope of Services or as mutually determined in writing by the Parties.

B. When City determines that Contractor has satisfactorily completed the Services, City shall give Contractor written Notice of Final Acceptance. Upon receipt of such notice, Contractor shall not incur any further costs under this Agreement.

Contractor may request this determination of completion be made when, in its opinion, the Services have been satisfactorily completed. If so requested by the contractor, City shall make this determination within fourteen ( 14) days of its receipt of such request.

4. QUALIFICATIONS OF CONTRACTOR- STANDARD OF WORKMANSIDP.

Contractor represents and maintains that it has the necessary expertise in the professional calling necessary to perform 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.

The plans, designs, specifications, estimates, calculations, reports and other documents furnished under Exhibit A shall be of a quality acceptable to City. The criteria for acceptance of the work provided under this Agreement shall be a product of neat appearance, well organized, that is technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by City for similar projects.

5. TERM OF AGREEMENT.

Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate three (3) years after the Effective Date.

6. MONITORING OF SERVICES.

City may monitor the Services performed under this Agreement to determine whether Contractor's operation conforms to City policy and to the terms of this Agreement. City may also monitor the Services to be performed to determine whether financial operations are conducted in accord with applicable City, county, state, and federal requirements. If Agreement for the Performance of Services/ Grid Subject Matter Experts, LLC Rev. 02/01/15

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any action of Contractor constitutes a breach, City may terminate this Agreement pursuant to the provisions described herein.

7. WARRANTY.

Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect, and shall conform to the specifications, requirements, and instructions upon which this Agreement is based.

Contractor agrees to promptly replace or correct any incomplete, inaccurate, or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Contractor for the cost i.ncurred by City.

8. PERFORMANCE OF SERVICES.

Contractor shall perform all requested services in an efficient and expeditious manner and shall work closely with and be guided by 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. Contractor will perform all Services in a safe manner and in accordance with all federal, state and local operation and safety regulations.

9. BUSINESS TAX LICENSE REQUIRED.

Contractor must comply with Santa Clara City Code section 3.40.060, as that section may be amended from time to time or renumbered, which requires that any person who transacts or carries on any business in the City of Santa Clara pay business license tax to the City. A business tax certificate may be obtained by completing the Business Tax Affidavit Form and paying the applicable fee at the Santa Clara City Hall Municipal Services Division.

10. RESPONSIBILITY OF CONTRACTOR.

Contractor shall be responsible for the professional quality, technical accuracy and coordination of the Services furnished by it under this Agreement. Neither City's review, acceptance, nor payments for any of the Services required under this Agreement shall be construed 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 and Contractor shall be and remain liable to City in accordance with applicable law for all damages to City caused by Contractor negligent performance of any of the Services furnished under this Agreement.

Any acceptance by City of plans, specifications, construction contract documents, reports, diagrams, maps and other material prepared by Contractor shall not in any respect absolve Contractor from the responsibility Contractor has in accordance with customary standards of good professional practice in compliance with applicable federal, state, county, and/or municipal laws, ordinances, regulations, rules and orders.

Agreement for the Perfo1mance of Services/ Grid Subject Matter Experts, LLC Rev. 02/01/15

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11. 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 at the rate per hour for labor and cost per unit for materials as outlined in Exhibit B, entitled "SCHEDULE OF FEES."
Contractor will bill City on a monthly basis for Services provided by Contractor during the preceding month, subject to verification by City. City will pay Contractor within thirty (30) days of City's receipt of invoice.

12. TERMINATION OF AGREEMENT.

Either Party may terminate this Agreement without cause by giving the other Party written notice ("Notice of Termination") which clearly expresses that Party's intent to terminate the Agreement. Notice of Termination shall become effective no less than thirty (30) calendar days after a Party receives such notice. After either Party terminates the Agreement, Contractor shall discontinue further services as of the effective date of termination, and City shall pay Contractor for all Services satisfactorily performed up to such date.

13. NO ASSIGNMENT OR SUBCONTRACTING OF AGREEMENT.

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.

14. 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.

15. INDEPENDENT CONTRACTOR.

Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights, however, to manage its employees in their performance of Services under this Agreement. Contractor is not authorized to bind City to any contracts or other obligations.

16. NO PLEDGING OF CITY'S CREDIT.

Under no circumstances shall Contractor have the authority or power to pledge the credit of City or incur any obligation in the name of City. Contractor shall save and hold harmless the City, its City Council, its officers, employees, boards and commissions for expenses arising out of any unauthorized pledges of City's credit by Contractor under this Agreement.

Agreement for the Performance of Services/ Grid Subject Matter Experts, LLC Rev. 02/01/15

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17. CONFIDENTIALITY OF MATERIAL.

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

18. 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.

19. OWNERSHIP OF MATERIAL.

All material, including information developed on computer(s), which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports 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.

20. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR.

City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for three (3) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City.

Agreement for the Performance of Services/ Grid Subject Matter Experts, LLC Rev. 02/01/15

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21. CORRECTION OF SERVICES.

Contractor agrees to correct any incomplete, inaccurate or defective Services at no further costs to City, when such defects are due to the negligence, errors or omissions of Contractor.

22. FAIREMPLOYMENT.

Contractor shall not discriminate against any employee or applicant for employment because of race, color, creed, national origin, gender, sexual orientation, age, disability, religion, ethnic background, or marital status, in violation of state or federal law.

23. HOLD HARMLESS/INDEMNIFICATION.

To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney's fees in providing a defense to any claim arising therefrom, for which City shall become liable arising from Contractor's negligent, reckless or wrongful acts, errors, or omissions with respect to or in any way connected with the Services performed by Contractor pursuant to this Agreement.

24. 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 with respect to employees and vehicles assigned to the Performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit C.

25. AMENDMENTS.

This Agreement may be amended only with the written consent of both Parties.

26. INTEGRATED DOCUMENT.

This Agreement represents the entire agreement between City and Contractor. No other understanding, agreements, conversations, or otherwise, with any representative of City prior to execution of this Agreement shall affect or modify any of the terms or obligations of this Agreement. Any verbal agreement shall be considered unofficial information and is not binding upon City.

27. 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.

Agreement for the Performance of Services/ Grid Subject Matter Experts, LLC Rev. 02/01/15

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28. 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.

29. NOTICES.

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

City of Santa Clara
Attention: Electric Department
1500 Warburton Avenue
Santa Clara, California 95050
or by facsimile at ( 408) 261-2717
And to Contractor addressed as follows:

Grid Subject Matter Experts, LLC
184 7 Iron Point Road, Suite 140
Folsom, California 95630
or by facsimile at (916) 605-4060
If notice is sent via facsimile, a signed, hard copy of the material shall also be mailed.

The workday the facsimile was sent shall control the date notice was deemed given if there is a facsimile machine generated document on the date of transmission. A facsimile transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following Monday.

30. CAPTIONS.

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

31. LAW GOVERNING CONTRACT 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.

32. DISPUTE RESOLUTION.

A. Unless otherwise mutually agreed to by the Parties, any controversies between Contractor and City regarding the construction or application of this Agreement, and claims arising out of this Agreement or its breach, shall be submitted to Agreement for the Performance of Services/ Grid Subject Matter Experts, LLC Rev. 02/01/15

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mediation within thirty (30) days of the written request of one Party after the service of that request on the other Party.

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

C. The costs of mediation shall be borne by the Parties equally.

D. For any contract dispute, mediation under this section is a condition precedent to filing an action in any court. In the event of mediation which arises out of any dispute related to this Agreement, the Parties shall each pay their respective attorney's fees, expert witness costs and cost of suit through mediation only. If mediation does not resolve the dispute, the Parties agree that the matter shall be litigated in a court of law, and not subject to the arbitration provisions of the Public Contracts Code.

33. COMPLIANCE WITH ETHICAL STANDARDS.

Contractor shall:

A. Read Exhibit D, entitled "ETHICAL STANDARDS FOR CONTRACTORS

SEEKING TO ENTER INTO AN AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA"; and,
B. Execute Exhibit E, entitled "AFFIDAVIT OF COMPLIANCE WITH ETHICAL STANDARDS."

34. AFFORDABLE CARE ACT OBLIGATIONS
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.

35. CONFLICT OF INTERESTS.

This Agreement does not prevent either Party from entering into similar agreements with other parties. To prevent a conflict 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 Agreement for the Performance of Services/ Grid Subject Matter Experts, LLC Rev. 02/01/15

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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.

36. PROGRESS SCHEDULE.

The Progress Schedule will be as set forth in the attached Exhibit F, entitled "MILESTONE SCHEDULE" if applicable.

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; and, the Parties agree that signatures on this Agreement, including those transmitted by facsimile, shall be sufficient to bind the Parties.

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
APPROVED AS TO FORM:
~ ~--r~ ~ BRIAN DOYLE
City Attorney
ATTEST:
~~ ~ !FER YAMAGUMA
Acting City Clerk
"CITY"
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

GRID SUBJECT MATTER EXPERTS, LLC
a Delaware limited liability company
Date: 3: 5' 2 t)/ &----
By:

Title:

Address:

Telephone:

Fax:

ERIC T. WHITLEY
President and CEO
184 7 Iron Point Road, Suite 140
Folsom, CA 95630
(916) 800-4545
(916) 605-4060
"CONTRACTOR"
Agreement for the Performance of Services/ Grid Subject Matter Experts, LLC Rev. 02/01/15

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AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND

GRID SUBJECT MATTER EXPERTS, LLC

EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are more fully described in the Contractor's proposal entitled, "Silicon Valley Power On-going CIP Assistance Proposal" dated May 21, 2018, which is attached to this Exhibit A.

Agreement with Grid Subject Matter Experts, LLC/Scope of Services/Exhibit A Rev. 02/01/15

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5/21/2018
~; Gd ..._,;.,#, SUBJECT MATTER EXPERTS
Silicon Valley Power On-going
CIP Assistance Proposal
~~" .._. ·•· "" ri~...,-x ·- · , ~ · ~ r·
,r.~<Ir1crsu6Jecf"rv1atreFExi>ermr.~r-'.: ·· ··> -~~-7~--- ~~,.,.: • ,. • .:; '
'
This Proposal for assistance in the conduct
of Critical Infrastructure Protection (CIP)
Compliance Assistance.

Exhibit A

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S1ucoN
\/iA. y
P0\1VER.
' Of A LAI\A.

Project Understanding
Silicon Valley Power (SVP) requested Grid Subject Matter Experts LLC (GridSME) for CIP services to included periodic activities required by the CIP suite of Reliability Standards. SVP is requesting assistance with the ongoing NERC compliance program. The proposed services include evidence generation, maintenance of procedure documentation, compliance spot checks, NERC Alert assistance, technical implementation assistance, and policy and procedure reviews and updates, as necessitated by changes, or new requirements.

GridSME is also available to provide SVP with access to GridSME's qualified and experienced consultants to help with a variety of potential questions or issues that may arise. GridSME will be available to provide SVP with general consulting advisory services, either in-person or via teleconference, based on SVP's needs. This could include, but is not limited to, CIP compliance questions, cyber security assessments, strategic advisory, planning discussions, calculated business decisions, and resource planning.

Project Scope
Ongoing CIP Assistance: GridSME will work with the SVP's compliance, SCADA Support, and System Support personnel on an ongoing and as-needed basis to maintain the compliance process and procedure documentation, provide technical support, assure evidence is generated, prepare responses and action plans in response to NERC Alerts, and support SVP's Internal Compliance Program (ICP). The scope of work may include the following :
• Ongoing assessments and monitoring of compliance status (monitoring compliance activities, controls, and providing assistance to meet Requirements) • Technical support
• Assist with the adoption, or alteration, of policies and procedures for any new applicable CIP Reliability Standards, Requirements, or interpretations • Document refinement
• Development of internal controls to execute and validate compliance • Develop NERC Alert responses and action plans
• ICP support
. • Coordinate and organize evidence collection
• Perform compliance spot checks
• Prepare documentation for submittal to WECC
• Respond to inquiries from WECC
Additionally, GridSME will be available to provide SVP with general consulting advisory services, potentially covering several topics at SVP's discretion. SVP can call upon any number of GridSME's strategic consulting team members to assist with a wide variety of objectives . It is GridSME's experience that these types of engagements often result in auxiliary and tangential requests for assistance. In our experience, a general consulting task is a useful approach along with specific tasks for larger efforts . This could potentially include compliance questions, cyber security reviews, strategic advising, calculated business dedsions, or resource planning .

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Exhibit A

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GridSME Team
For this engagement, GridSME's team lead will be Tim Van Blaricom, VP of Power System Services. Tim assists a number of clients in their CIP implementation and maintenance programs. Prior to joining GridSME in 2014, Tim was the Operations Manager at SMUD where he led his EMS team which was included as an initial participant in the NERC CIP Version 5 Implementation project.

Tim will be assisted by a team of GridSME resources including Nicholas Manka - Principal Cybersecurity Architect, John Franzi no - Director of GridSecurity , Kristen Marzec- Compliance and Training Specialist, and others, as or if needed.

Fees and Expenses
GridSME is offering its services for a period of 3 years, though June 2021, on a time and materials basis.

The total cost for this assistance shall not exceed $44,900 annually including travel expenses. Costs will be invoiced monthly for time and expenses as-incurred (with receipts) and any travel costs necessary for the project (billed at actual cost in accordance with SVP's travel policy). The hourly rates for the resources are shown in the table below. GridSME invoices its clients at the end of every month with a 30-day net payment term. This proposal is valid for 90 days following submittal.

Cost Table
Service Hours Blended Rate Total
■
170 $220 $37,400
-
Estimated Travel - 1 consultant x 2 weeks annually $7,500 - ----
Total Not to Exceed $44,900 annually
Resource Rate Sheet
Consultant Name
Tim Van Blaricom
Nicholas Manka
John Franzino
Kristen Marzec
Title
Vice President of Power Services
Principal Cybersecurity Architect
Director of GridSecurity
Compliance & Training Specialist

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Exhibit A

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Hourly
Rate
$230
$215
$205
$200
Summary
GridSME greatly appreciates the opportunity to deliver this proposal to the SVP. GridSME believes that our resources have the expertise to best assist th e SVP through the process of maintaining a complete NERC CIP compliance program efficiently and comprehensively.

We look forward to working together with you on this effort.

Respectfully,
President - Grid Subject Matter Experts
1847 Iron Point Road - Suite #140
Folsom, CA 95630
[email protected] I www .gridsme.com
Office 916-800-4524 I Cell 801-505-8154
~IGridSI\E .... ~ 'J SUBJECT MATTER EXPERTS

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Exhibit A

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AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND

GRID SUBJECT MATTER EXPERTS, LLC

EXHIBITB

SCHEDULE OF FEES
In no event shall the amount billed to City by Contractor for services under this Agreement exceed one hundred thi1iy four thousand seven hundred dollars and zero cents ($134,700.00), subject to budget appropriations.

Estimated Yearly Amount
Resources Hourly Rates
Tim Van Blaricom $230
Nicholas Manka $215
John Franzino $205
Kristen Marzec $200
Agreement with Grid Subject Matter Experts, LLC/Fee Schedule /Exhibit B Rev. 02/01/15
$44,900.00

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AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND

GRID SUBJECT MATTER EXPERTS, LLC

EXHIBITC

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 each occurrence
$1,000,000 general aggregate
$1,000,000 products/completed operations aggregate
$1,000,000 personal injury

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

Agreement with Grid Subject Matter Experts, LLC/Insurance Requirements/Exhibit C Rev. 02/01/15

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C. WORKERS' COMPENSATION

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

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

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

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 msurance.

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 Agreement with Grid Subject Matter Experts, LLC/lnsurance Requirements/Exhibit C Rev. 02/01/15

Page 2 of 4 ends

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.

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

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

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.

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.

Page 3 ends

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.

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

Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIXInc.

City of Santa Clara [Electric Department]
P.O. Box 100085 - S2 or 1 Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
Telephone number:

Fax number:

Email address:

H. QUALIFYING INSURERS
951-766-2280
770-325-0409
[email protected]
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with Grid Subject Matter Experts, LLC/Insurance Requirements/Exhibit C Rev. 02/01/15
Page4 of4

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND

GRID SUBJECT MATTER EXPERTS, LLC

EXHIBITD

ETIDCAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO

AN AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA
Termination of Agreement for Certain Acts.

A. The City may, at its sole discretion, terminate this Agreement in the event any one or more of the following occurs:

1. If a Contractor1 does any of the following:
a. Is convicted2 of operating a business in violation of any Federal, State or local law or regulation;
b. Is convicted of a crime punishable as a felony involving dishonesty3; c. Is convicted of an offense involving dishonesty or is convicted of fraud or a criminal offense in connection with: (1) obtaining; (2) attempting to obtain; or, (3) performing a public contract or subcontract; d. Is convicted of any offense which indicates a lack of business integrity or business honesty which seriously and directly affects the present responsibility of a City contractor or subcontractor; and/or, e. Made (or makes) any false statement(s) or representation(s) with respect to this Agreement.

For purposes of this Agreement, the word "Consultant" (whether a person or a legal entity) also refers to "Contractor" and means any of the following: an owner or co-owner ofa sole proprietorship; a person who controls or who has the power to control a business entity; a general partner of a partnership; a principal in a joint venture; or a primary corporate stockholder [i.e., a person who owns more than ten percent (10%) of the outstanding stock of a corporation] and who is active in the day to day operations of that corporation. 2 For purposes of this Agreement, the words "convicted" or "conviction" mean a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a convictjon entered upon a plea ofnolo contendere within the past five (5) years. 3 As used herein, "dishonesty" includes, but is not limited to, embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, failure to pay tax obligations, receiving stolen property, collusion or conspiracy.

Agreement with Grid Subject Matter Experts, LLC/Ethical Standards for Contractors/Exhibit D Rev. 02/01/15

Page 1 ends

2. If fraudulent, criminal or other seriously improper conduct of any officer, director, shareholder, partner, employee or other individual associated with the Contractor can be imputed to the Contractor when the conduct occurred in connection with the individual's performance of duties for or on behalf of the Contractor, with the Contractor's knowledge, approval or acquiescence, the Contractor's acceptance of the benefits derived from the conduct shall be evidence of such knowledge, approval or acquiescence.

B. The City may also terminate this Agreement in the event any one or more of the following occurs:

1. The City determines that Contractor no longer has the financial capability4 or business experience 5 to perform the terms of, or operate under, this Agreement; or,

2. If City determines that the Contractor fails to submit information, or submits false information, which is required to perform or be awarded a contract with City, including, but not limited to, Contractor's failure to maintain a required State issued license, failure to obtain a City business license (if applicable) or failure to provide and maintain bonds and/or insurance policies required under this Agreement.

C. In the event a prospective Contractor (or bidder) is ruled ineligible (debarred) to participate in a contract award process or a contract is terminated pursuant to these provisions, Contractor may appeal the City's action to the City Council by filing a written request with the City Clerk within ten (10) days of the notice given by City to have the matter heard. The matter will be heard within thirty (30) days of the filing of the appeal request with the City Clerk. The Contractor will have the burden of proof on the appeal.

The Contractor shall have the opportunity to present evidence, both oral and documentary, and argument.
4 Contractor becomes insolvent, transfers assets in fraud of creditors, makes an assignment for the benefit of creditors, files a petition under any section or chapter of the federal Bankruptcy Code (11 U.S.C.), as amended, or under any similar law or statute of the United States or any state thereof, is adjudged bankrupt or insolvent in proceedings under such laws, or a receiver or trustee is appointed for all or substantially all of the assets of Contractor.
5 Loss of personnel deemed essential by the City for the successful performance of the obligations of the Contractor to the City.

Agreement with Grid Subject Matter Experts, LLC/Ethical Standards for Contractors/Exhibit D Rev. 02/01/15

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AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND

GRID SUBJECT MATTER EXPERTS, LLC

EXHIBITE

AFFIDAVIT OF COMPLIANCE WITH ETIDCAL STANDARDS
I hereby state that I have read and understand the language, entitled "Ethical Standards" set forth in Exhibit D. I have the authority to make these representations on my own behalf or on behalf of the legal entity identified herein. I have examined appropriate business records, and I have made appropriate inquiry of those individuals potentially included within the definition of "Contractor" contained in Ethical Standards at footnote 1.

Based on my review of the appropriate documents and my good-faith review of the necessary inquiry responses, I hereby state that neither the business entity nor any individual(s) belonging to said "Contractor" category [i.e., owner or co-owner of a sole proprietorship, general partner, person who controls or has power to control a business entity, etc.] has been convicted of any one or more of the crimes identified in the Ethical Standards within the past five (5) years.

The above assertions are true and correct and are made under penalty of perjury under the laws of the State of California.

GRID SUBJECT MATTER EXPERTS, LLC
a Delaware limited liability company
Name: ERIC T. WHITLEY
Title: President and CEO

NOTARY'S ACKNOWLEDGMENT TO BE ATTACHED
Please execute the affidavit and attach a notary public's acknowledgment of execution of the affidavit by the signatory. If the affidavit is on behalfofa corporation, partnership, or other legal entity, the entity's complete legal name and the title of the person signing on behalf of the legal entity shall appear above. Written evidence of the authority of the person executing this affidavit on behalf of a corporation, partnership, joint venture, or any other legal entity, other than a sole proprietorship, shall be attached.

Agreement with Grid Subject Matter Experts, LLC/Milestone Schedule/Exhibit F Rev. 02/01/15

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CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
A Notary Public or other officer completing this certificate 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
County of Sacramento }
On __ .J_/_~_~__,_/c_o2_o_l_~ ___ , before me, ABIRAMI DURAISWAMY, Notary Public, I
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 certify under PENALTY OF PERJURY under the laws of State of California that the foregoing paragraph is true and correct.

ABIRAMI DURAISWAMY ~
COMM.# 2205653 11,
NOTARY PUBLIC-CALIFORNIA ~
SACRAMENTO COUNTY ..,
y COMM. EXP. JULY 16, 2021
WITNESS my hand and official seal.

SIGNATIJRE VL~ '7
PLACE NOTARY SEAL ABOVE L 7 ....................................................................................................................................................................................................................... = ........................................................................................................................................... ..

Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.

Description of attached document
Title or type of document: __ ____,'-~~..i..==.LJ<L>.--<---'~""'--"'~'-'--=--'---'==-:..<-==-:.....c.="-'--'-"'---- Document Date: ____ ,.2_· _,._,0_-S_-_,_/4_~_o_/_d' ______ Number of Pages: ______ _ }
Signer(s) Other than Named Above: _____________________ _

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE
(Not Applicable)

CITY OF SANTA CLARA, CALIFORNIA,
AND

GRID SUBJECT MATTER EXPERTS, LLC

EXHIBITF

MILESTONE SCHEDULE
Agreement with Grid Subject Matter Experts, LLC/Milestone Schedule/Exhibit F Rev. 02/01/15

Page 1 of 1 ends

DocuSign Envelope ID: 5A602190-DA31-4DF2-B805-138BD378BF59 Ebix Insurance No. S200003293
AMENDMENT NO. 1

TO THE AGREEMENT FOR THE PERFORMANCE OF SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND

GRID SUBJECT MATTER EXPERTS, LLC

PREAMBLE
This agreement ("Amendment No. 1") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Grid Subject Matter Experts, 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. The Parties previously entered into an agreement entitled "Agreement for the Performance of Services by and Between the City of Santa Clara, California, and Grid Subject Matter Experts, Inc., dated July 26, 2018 (Agreement); and B. The Parties entered into the Agreement for the purpose of having Contractor provide North American Electric Reliability Corporation (NERC) Critical Infrastructure Protection (CIP) Compliance Program, and the Parties now wish to amend the Agreement as Amended to extend the term and increase the maximum compensation.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 5 of the Agreement as Amended, entitled "TERM OF AGREEMENT" is amended to read as follows:

After the Initial Term, the City reserves the right, at its sole discretion, to extend the term of this Agreement for one additional three-year term through July 26, 2027 ("Option Periods"). City shall provide Contractor with no less than thirty (30) days prior written notice of its intention to exercise its option to extend the term of this Agreement.

2. Section 11 of the Agreement as Amended, entitled "COMPENSATION AND PAYMENT" is amended to read as follows:

1. Exhibit A - Scope of Services shall be deleted and replaced with the attached Exhibit A- Scope of Services -Amended July 15, 2021.

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2. Exhibit 8 - Schedule of Fees shall be deleted and replaced with the attached Exhibit 8 - Compensation and Fee Schedule -Amended July 15, 2021

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:

Dlgilally signed by Caio
,..., , ~ Arellano ·
C--- ~ Dale: 202 1.09.30 11:31:01
-07'00'
Office of the City Attorney
City of Santa Clara
Dated:
"CITY"
DEANNA J.

City Manag r
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone : (408) 615-2210
Fax: (408) 241-6771

GRID SUBJECT MATTER EXPERTS, LLC
a Delaware limited liability company
7/8/2021
Dated: -+~- /)o_;•-•S..:.lg~_•d~v:b~e.;_: - 1·,-. A ---------- By (Signature): _ 1.UA, -r =.1- v\AI
Name: -+--'.._.Mr-li1J-9-'c--§'ina-'--'--'-n-u~n'--o'-------------- Title:

Pr inc i pa I Place of
Business Address:

Email Address:
------------------
CEO
- -----------------
145 Parkshore Dr . suite 140 Folsom, CA 95630
jfranzino@grid sme. com
Telephone: ( ) 914 - 837 -6293
"CONTRACTOR"
Amendment No. 1 to Agreement/Grid Subject Matter Experts, LLC Rev. 10/25/2019
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DocuSign Envelope ID: 5A602190-DA31-4DF2-B805-138BD378BF59 AMENDMENT NO. 1

TO THE AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE CITY OF SANTA CLARA, CALIFORNIA AND
GRID SUBJECT MATTER EXPERTS, LLC.

EXHIBIT A - SCOPE OF SERVICES -AMENDED JULY 15, 2021
Contractor will provide support services for Supervisory control and Data Acquisition (SCADA) and North America Electric Reliability Corporation (NERC) Critical Infrastructure Protection (CIP) compliance for the City of Santa Clara Electric Utility, Silicon Valley Power (SVP) as defined below:

1. As-Needed SCADA Support and Maintenance including:

1.1. Supporting SCADA system issues when they arise,

1.2. Providing audit support for the new SCADA system (including baseline setup and support, patch tracking, logs, etc.), and

1.3. Preparing the system for any new or upcoming regulatory changes.

2. CIP-004 Training Maintenance including:

2.1. Provide as-needed training updates to support SVP's compliance with CIP- 004 using SVP's emPower Learning Management System (LMS).

2.2. Keep the training up to date and relevant to SVP's operations including ongoing updates related to items identified through Contractors support of SVP's SCADA system.

3. New 2021 CIP Compliance Requirement Implementation:

3.1. Contractor's GridSecurity and Compliance teams will work together to support the preparation and implementation of SVP's SCADA system and compliance program in response to any new CIP Standards or Requirements such as the transition from v3 to v5 recently supported by Contractor

3.2. Provide a team available to help SVP remain compliant with any new CIP Standards that become enforceable.

4. Periodic Vulnerability Assessment:

4.1. Upon request of SVP, Contractor will provide SVP with a cyber-vulnerability assessment

4.2. The proposed assessment is focused on cyber-security best practices and takes into account NERC CIP requirements and also evaluates the other important cyber systems that relied on by SVP.

4.3. In this assessment, Contractor will focus first on the cyber systems physically located at SVP's control center, as well as assess any cyber systems that Amendment No. 1 to Agreement/Grid Subject Matter Experts, LLC Rev. 10/25/2019

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DocuSign Envelope ID: 5A602190-DA31-4DF2-B805-138BO378BF59 directly interact with the control center to the extent those systems could impact the control center.

4.4. Preparation for assessment:

4.4.1. 4.4.2.

4.5. Technical:

4.5.1. In order to understand the network topology, verify the initial list of in-scope devices, and better focus the efforts of the vulnerability assessment, Contractor will review technical CIP documentation of the control center. City shall make any required documents available to contractor to support the assessment. The following list is a sample of needed documents. Prior to an assessment, Contractor shall provide a list of documents needed and City shall provide documents in a timely manner.

4.4.1.1. 4.4.1.2.

4.4.1.3. 4.4.1.4.

4.4.1.5. 4.4.1.6.

4.4.1.7. 4.4.1.8.

4.4.1.9. CIP-002 Asset.device lists
CIP-004 Access management lists
CIP-005 Network diagrams
CIP-007 Ports and services evidence
CIP-007 Logging evidence
Patch management evidence
Known default accounts
Configuration baselines
Vulnerability assessment results
As part
of the preparation phase, Contractor will coordinate with SVP staff to identify and establish out-of-scope systems, optimal scanning times, communication points-of-contact, and access rights. Whenever possible, SVP shall administrative access to systems so that credentialed scans are able to identify critical vulnerabilities that are otherwise not discoverable by non- intrusive testing.

Passive Scanning: In order to validate the network topology information obtained from network diagrams, asset lists, etc., Contractor performs passive scanning techniques.

If requested, Contractor will continuously monitor network traffic in order to automatically discover users, unpatched assets, and other potential vulnerabilities. This requires a SPAN or mirrored port to be configured by City.

Amendment No. 1 to Agreement/Grid Subject Matter Experts, LLC Rev. 10/25/2019
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4.5.2. Active Scanning: During this stage, Contractor uses network scanning tools to identify vulnerable hosts on the network.

4.5.2.1. 4.5.2.2.

Contractor scans firmware versions, applications, and
configurations for potential attack vectors. While these are not actual intrusion attempts, active scanning may
cause undesired operation in older equipment
Contractor will configure the scan parameters in order
to reduce the risk of this occurring.

Additionally, any potential vulnerabilities identified
during the passive scans are investigated further
using active scanning techniques.

4.5.3. As part of the onsite assessment, Contractor will evaluate SVP's physical security posture

4.6. Evaluation

4.6.1. Contractor will evaluates the information obtained during the active and passive scans especially reviewing vulnerabilities identified by the software tools and removing false positives or vulnerabilities that are not applicable to the SVP environment.

4.6.2. Contractor compares in detail the findings of the assessment and the CIP evidence provided during the preparation phase.

4.6.3. Contractor summarizes results in a "punch-list" report. The punch list report details the results of the assessment and any identified vulnerabilities, including but not limited to the following:

4.6.3.1. 4.6.3.2.

4.6.3.3. 4.6.3.4.

4.6.3.5. Configuration evaluation such as, but not limited to overly permissive firewall rules, broadcast domains or
VLANs trunked to untrusted devices, default
passwords, or reduced security posture
Passive scan results such as, but not limited to hosts
not documented in network diagrams/asset lists
Active scan results such as, but not limited to
configuration vulnerabilities, missing patches, known
vulnerabilities, available attack vectors
Active scan results such as, but not limited to
configuration vulnerabilities, missing patches, known
vulnerabilities, available attack vectors
Discrepancies between CIP evidence and findings
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4.6.4. Contractor will prioritize each identified based on the risk that vulnerability poses to SVP. Additionally, for each finding, Contractor shall document an action plan for handling the risk associated with the vulnerability including estimated costs and level of effort. The action plan proposes the technical and procedural measures for eliminating or mitigating the risk.

5. Contractor shall comply with all provisions of Exhibit A 1 - Special Requirements.

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DocuSign Envelope ID: 5A602190-DA31-4DF2-B805-138BD378BF59 AMENDMENT NO. 1

TO THE AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE CITY OF SANTA CLARA, CALIFORNIA AND
GRID SUBJECT MATTER EXPERTS, LLC.

EXHIBIT A1 - SPECIAL REQUIREMENTS

1. Definitions

1.1. Security Incident: A Security Incident is defined as any breach event or known vulnerability or potential security flaw in the product delivered, or proposed to be delivered, to City. Any event perpetrated, or attempted, by any employee, contractor, or other provider working on behalf of Contractor delivering services to City. This shall include, but is not limited to, unauthorized disclosure of non-public information, unauthorized remote or local use of subject product, unauthorized changes to product or to any other City system, product crashing due to third-party interference, embedded malware, or opening of unauthorized/undisclosed communication channels.

1.2. Banned Vendors or Product: Banned vendors or products are deemed to pose a threat to the U.S. bulk power system (BPS) or bulk electric system (BES) and are identified in U.S. executive orders or by federal government agencies including, but not limited to, the Department of Defense, Department of Energy, the Department of Homeland Security, the Federal Energy Regulatory Commission, or the North American Electric Reliability Corporation

2. Contractor Notification of Security Incident

2.1. Contractor agrees to notify City immediately by email, whenever a Security Incident occurs.

2.2. Anytime Contractor becomes aware of a Security Incident, Contractor must provide notice by email to City contact person identified in this Agreement and the SVP CIP Sr. Manager, as soon as possible, but no more than five (5) business days after discovery. The notice shall include the date and time of the Security Incident occurrence (or the approximate date and time of the occurrence if the actual date and time of the occurrence is not precisely known) and a detailed summary of the facts and circumstances of the Security Incident, including a description of (a) how the Security Incident occurred (e.g., a precise description of the reason for the system failure (root cause analysis) to the extent known - interim reports are allowable), (b) the nature, type, and scope of the Security Incident including which products or system(s) that may be impacted (c) the scope of City Information known or reasonably believed to have been disclosed, and (d) the measures taken or planned to address and remedy the occurrence to prevent the same or a similar event from occurring in the future.

2.3. Contractor shall provide written updates of the notice to City addressing any new facts and circumstances learned after the initial written notice is provided and shall provide such updates within a reasonable time after learning of those new facts and circumstances. Contractor shall cooperate with City in Amendment No. 1 to AgreemenUGrid Subject Matter Experts, LLC Rev. 10/25/2019

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DocuS!gn Envelope JO: 5A602190-DA31 -4DF2-8805-138BO378BF59 City's efforts to determine the risk, if any, to the Bulk Electric System (BES) posed by the Security Incident, including providing additional information regarding the Security Incident upon request from City.

2.4. Contractor shall ensure a confirmation of receipt is received for all initial and follow-up communication regarding the Security Incident.

3. Contractor Coordination of Responses related to Security Incident

3.1. Development and Implementation of a Security Incident Response Plan: To the extent practicable, Contractor shall share any documentation (policies, plan, and procedures), and any updates to such documentation, to address Security Incidents ("Response Plan") in place to mitigate the harmful effects of Security Incidents and addressing and remedying the occurrence to prevent the recurrence of Security Incidents in the future. Contractor shall provide City access to inspect its Response Plan, if available. The Response Plan should align with the best practices consistent with the contingency planning requirements of National Institute of Standards and Technology (NIST) Special Publication 800-61 Rev. 2, NIST Special Publication 800-53 Rev. 4, CP-1 through CP-13 and the incident response requirements of NIST Special Publication 800-53 Rev. 4, IR-1 through IR-10 as those standards may be amended from time to time.

As soon as practicable, understanding time is of the essence, upon learning of a Security Incident related to the products and services provided to City by Contractor, Contractor shall notify City of that implementation by contacting the CIP Senior Manager, at [email protected], and SVP Systems Support at [email protected].

3.2. Prevention of Recurrence: As soon as practicable, understanding time is of the essence, Contractor shall provide recommendations, action plans, and/or mitigating controls to City on actions that City may take to assist in the prevention of recurrence, as applicable or appropriate.

3.3. Notification to Affected Parties: Contractor will, at its sole cost and expense, assist and cooperate with City with respect to any investigation of a Security Incident, to the extent the Security Incident involves or arises from Contractor provided products or services, disclosures to affected parties, and other remedial measures as requested by City in connection with a Security Incident or required under any applicable laws related to a Security Incident, to the extent necessary.

4. Verification of Software Integrity and Authenticity of Patches

4.1. Hardware, Firmware, Software, and Patch Integrity and Authenticity:

Contractor shall comply with SVP"s CIP-01 0 Policy and Procedure regarding the verification of the identity of the patch source and the integrity of the software obtained from the source.

4.2. Viruses, Firmware and Malware:

4.2.1 Contractor will make commercially reasonable efforts to investigate whether computer viruses or malware are present in any software or patches before providing such software or patches to City.

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4.2.2 Contractor warrants that it has no knowledge of any computer viruses or malware coded or introduced into any software or patches, and Contractor will not insert any code which would have the effect of disabling or otherwise shutting down all or a portion of such software or damaging information or functionality.

4.2.3 If a virus or other malware is found to have been coded or otherwise introduced as a result of Contractor's product, service, actions, or negligence, Contractor shall immediately, and at its own cost take all necessary remedial action and provide assistance to City to eliminate the virus or other malware throughout City's information networks, computer systems, and information systems, regardless of whether such systems or networks are operated by or on behalf of City; and restoring previous functionality of the affected device, system, or product

5. Controls for Remote Access
Contractors that directly, or through any of their affiliates, subcontractors or service providers, connect to City's systems or networks agree to comply with the following protective measures:

5.1. In the course of furnishing products and services to City under this Agreement, Contractor shall not access, and shall not permit Contractor Personnel to access, City property, systems, or networks or City Information without City's prior express written authorization. Such written authorization may subsequently be revoked by City at any time in City's sole discretion.

Further, any Contractor Personnel access shall be consistent with, and in no case exceed the scope of, any such approval granted by City. All City authorized connectivity or attempted connectivity to City's systems or networks shall be in conformity with City's security policies, including, but not limited to, those policies used to address the NERC CIP reliability standards, as may be amended from time to time with notice to the Contractor.

5.2. Contractor shall demonstrate controls designed to protect City-issued credentials and shall ensure that network devices have encryption enabled for network authentication to prevent possible exposure of City-issued credentials.

5.3. Prior to using any virtual private network or other device to simultaneously connect machines on any City system or network to any machines on any Contractor or third-party systems, Contractor shall:

5.3.1. Provide City with the full name of each individual who uses any such remote access method and the phone number and email address at which the individual may be reached while using the remote access method, and

5.3.2. Agree that any computer used by Contractor Personnel to remotely access any City system or network will not simultaneously access the Internet or any other third-party system or network while logged on to City systems or networks.

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5.4. Contractor shall ensure that City-issued credentials issued to Contractor Personnel for accessing City networks are not shared between Contractor Personnel.

5.5. Contractor shall recommend any additional protective measures to address the security of remote and onsite access to City Information, City systems and networks, and City property.

5.6. Contractor Cybersecurity Policy: Contractor will provide to City the Contractor's cybersecurity policy, and agrees to implement and comply with that cybersecurity policy.

5.7. Return or Destruction of City Information: Upon completion of the delivery of the products and services to be provided under this Agreement, or at any time upon City's request, Contractor will return to City all hardware and removable media provided by City containing City Information. If the hardware or removable media containing City Information is owned by Contractor or a third-party, a statement detailing the destruction method used and the data sets involved, the date of destruction, and the entity or individual who performed the destruction will be sent to a designated City security representative within fifteen (15) calendar days after completion of the delivery of the products and services to be provided under this Agreement, or at any time upon City's request.

5.8. Audit Rights: City or its third-party designee may, but is not obligated to, perform audits and security tests of Contractor's IT or systems environment and procedural controls to determine Contractor's compliance with the system, network, data, and information security requirements of this Agreement. Contractor shall provide all information reasonably requested by City in connection with any such audits and shall provide reasonable access and assistance to City upon request. Contractor will comply, within reasonable timeframes at its own cost and expense, with all reasonable recommendations that result from such inspections, tests, and audits.

5.9. Regulatory Examinations: Contractor agrees that any regulator or other governmental entity with jurisdiction over City and its affiliates, including but not limited to the North American Electric Reliability Corporation (NERC) and Western Electricity Coordinating Council (WECC), may examine Contractor's activities relating to the performance of its obligations under this Agreement to the extent such authority is granted to such entities under the law. Contractor shall promptly cooperate with and provide all information reasonably requested by the regulator or other governmental entity in connection with any such examination and provide reasonable assistance and access to all equipment, records, networks, and systems requested by the regulator or other governmental entity. Contractor agrees to comply with all reasonable recommendations that result from such regulatory examinations within reasonable timeframes at Contractor's sole cost and expense. The foregoing cooperation and assistance will be rendered at Contractor's then-current time and materials rates, subject to City's prior written authorization.

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6. Contractor Notification of Remote or Onsite Access Revocation

6.1. Revocation: Contractor will immediately take all steps necessary to remove Contractor Personnel's access to any City Information, systems, networks, or property at such time when:

6.1.1. any Contractor Personnel no longer requires such access in order to furnish the services or products provided by Contractor under this Agreement;

6.1.2. 6.1.3.
any Contractor Personnel is terminated or suspended or his or her employment otherwise ends; or
Contractor reasonably believes any Contractor Personnel poses a threat to the safe working environment at or to any City property, including to employees, customers, buildings, assets, systems, networks, trade secrets, confidential data, and/or employee or City · Information.

6.2. Notification: Contractor will notify City, no later than close of business on the same day as the day termination or change set forth this section, occurs.

Additionally, Contractor will notify City by contacting the CIP Senior Manager, at [email protected], and SVP Systems Support at [email protected], upon removal of access to City Information as well as City property, systems, and networks.

Amendment No. 1 to AgreemenUGrid Subject Matter Experts , LLC Rev. 10/25/ 2019

Page 11 ends

DocuSign Envelope ID: 5A602190-DA31-4DF2-B805-138BO378BF59 AMENDMENT NO. 1

TO THE AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE CITY OF SANTA CLARA, CALIFORNIA AND
GRID SUBJECT MATTER EXPERTS, LLC.

EXHIBIT B - COMPENSATION AND FEE SCHEDULE - AMENDED JULY 15, 2021

1. MAXIMUM COMPENSATION

1.1. The maximum amount of compensation to be paid to Contractor during the Initial Term shall not exceed three hundred thousand dollars ($300,000.00).

City does not guarantee any minimum compensation under this Agreement.

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

2. RATES:

City shall pay Contractor in accordance with the rates listed in the following table:

Position Hourly
Rates
Executive or Vice President $275.00
Director or Principal Consultant $250.00
Senior Engineer, Senior Consultant or Technical $225.00 Expert
Power Engineer, Specialist or Technical Analyst $200.00 Associate Specialist or Technical Analyst $175.00
Staff, Technical Writer, or Project $150.00
Administrator/Analvst

3. REIMBURSABLE EXPENSES

3.1. Pass-Through Costs:

3.1.1. In some cases, Contractor may pass-through costs such as, but not limited to, subcontracted activities or materials.

3.1.2. When these Pass-Through Costs occur, Contractor will invoice City for these costs without markup.

3.1.3. Contractor shall provide supporting documentation such as invoices or receipts for all Pass-Through costs.

3.1.4. Except in the case of emergency, Contractor will notify the City in advance when these costs are anticipated.

Amendment No. 1 to Agreement/Grid Subject Matter Experts, LLC Rev. 10/25/2019

Page 12 ends

DocuSign Envelope ID: 5A602190-DA31-4DF2-B805-138BD378BF59

3.2. Reimbursement of expenses is subject to the following conditions.

3.2.1. Expenses shall be reimbursable only to the extent that the Contractor submits sufficient documentation to the City that the expenses were directly incurred in providing the requested services and that such costs are not already included in the fee or hourly rate.

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

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

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

4. PAYMENT PROVISIONS
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.

Amendment No. 1 to Agreement/Grid Subject Matter Experts, LLC Rev. 10/25/2019

Page 13 ends

Amendment No. 2 to Agreement/Grid Subject Matter Experts, LLC Page 1 of 8 Rev. 10/25/2019
Ebix Insurance No. S200003293

AMENDMENT NO. 2

TO THE AGREEMENT FOR THE PERFORMANCE OF SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

GRID SUBJECT MATTER EXPERTS, LLC

PREAMBLE
This agreement (“Amendment No. 2”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Grid Subject Matter Experts, 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 the Performance of Services by and Between the City of Santa Clara, California, and Grid Subject Matter Experts, LLC.,” dated July 26, 2018 (Agreement) for the purpose of having Contractor provide North American electric Reliability Corporation (NERC) Critical Infrastructure Protection (CIP) Compliance program; B. The Agreement was previously amended by Amendment No. 1, dated July 8th, 2021. The Agreement and all previous amendments are collectively referred to herein as the “Agreement as Amended”; and
C. The Parties now wish to amend the Agreement as Amended to extend the term and increase the maximum compensation.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 5 of the Agreement as Amended, entitled “TERM OF AGREEMENT”, is amended to read as follows:
“Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by written amendment to this Agreement, the term of this Agreement shall begin on July 26, 2018, and terminate on December 31, 2024 (“Initial Term”).”

2. S ection 11 of the Agreement as Amended, entitled “COMPENSATION AND PAYMENT” is amended to read as follows:

DocuSign Envelope ID: 46FB98BB-A50A-4AC0-99C3-C589B0570551 Amendment No. 2 to Agreement/Grid Subject Matter Experts, LLC Page 2 of 8 Rev. 10/25/2019
“In consideration for Contractor’s complete performance of Services, City shall pay Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES AND PAYMENT PROVISIONS.” The maximum compensation of this Agreement is FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services, including any taxes. All Services performed or supplies, materials and equipment 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. Section 1 of Exhibit A is amended in its entirety as follows:
“1. As-Needed SCADA Support and Maintenance including:

1.1 Supporting SCADA system issues when they arise;

1.2 Providing audit support for the new SCADA system (including baseline setup and support, patch tracking, logs, etc.);

1.3 Preparing the system for any new or upcoming regulatory changes;

1.4 Configuring and testing of logging and alerting mechanisms;

1.5 Monthly patch assessment and semi-annual patch installation. Patch installation may take place on-site at the discretion of the City; and

1.6 Other activities as they arise, such as, but not limited to, activities needed to meet or improve SVP’s OT compliance with NERC requirements (e.g., CIP-009 R2).”

4. Section 4.4.2 of Exhibit A is amended in its entirety to read as follows:
“4.4.2 As part of the preparation phase, Contractor will coordinate with SVP staff to identify and establish out-of-scope systems, optimal scanning times, communication points-of-contact, and access rights. Whenever possible, SVP shall provide administrative access to systems so that credentialed scans are able to identify critical vulnerabilities that are otherwise not discoverable by non- intrusive testing.”

5. Se ction 4.5.1 of Exhibit A is amended in its entirety to read as follows:
“4.5.1 Passive Scanning: In order to validate the network topology information obtained from network diagrams, asset lists, etc., Contractor will perform passive scanning techniques.

If requested, Contractor will continuously monitor network traffic in order to automatically discover users, unpatched assets, and other potential DocuSign Envelope ID: 46FB98BB-A50A-4AC0-99C3-C589B0570551 Amendment No. 2 to Agreement/Grid Subject Matter Experts, LLC Page 3 of 8 Rev. 10/25/2019
vulnerabilities. This requires a Switch Port Analyzer (SPAN) or mirrored port to be configured by City.”

6. Section 4.6 of Exhibit A is amended in its entirety to read as follows:
“4.6 Evaluation

4.6.1 Contractor will evaluate the information obtained during the active and passive scans especially reviewing vulnerabilities identified by the software tools and removing false positives or vulnerabilities that are not applicable to the SVP environment.

4.6.2 Contractor will compare in detail the findings of the assessment and the CIP evidence provided during the preparation phase.

4.6.3 Contractor will summarize results in a "punch-list" report. The punch list report will detail the results of the assessment and any identified vulnerabilities, including but not limited to the following:

4.6.3.1 Configuration evaluation such as, but not limited to overly permissive firewall rules, broadcast domains or VLANs trunked to untrusted devices, default passwords, or reduced security posture

4.6.3.2 Passive scan results such as, but not limited to hosts not documented in network diagrams/asset lists

4.6.3.3 Active scan results such as, but not limited to configuration vulnerabilities, missing patches, known vulnerabilities, available attack vectors

4.6.3.4 Active scan results such as, but not limited to configuration vulnerabilities, missing patches, known vulnerabilities, available attack vectors

4.6.3.5 Discrepancies between CIP evidence and findings

4.6.4 C ontractor will prioritize each vulnerability identified based on the risk that vulnerability poses to SVP. Additionally, for each finding, Contractor will document an action plan for handling the risk associated with the vulnerability including estimated costs and level of effort. The action plan will include proposed technical and procedural measures for eliminating or mitigating the risk.”

7. Exhibit B – Compensation and Fee Schedule – Amended July 15, 2021, is deleted and replaced with the attached “EXHIBIT B SCHEDULE OF FEES AND PAYMENT PROVISIONS – AMENDED JANUARY 1, 2024” which is hereby incorporated into the Agreement.

DocuSign Envelope ID: 46FB98BB-A50A-4AC0-99C3-C589B0570551 Amendment No. 2 to Agreement/Grid Subject Matter Experts, LLC Page 4 of 8 Rev. 10/25/2019

8. Except a s 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.
[SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: 46FB98BB-A50A-4AC0-99C3-C589B0570551 Amendment No. 2 to Agreement/Grid Subject Matter Experts, LLC Page 5 of 8 Rev. 10/25/2019
The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

GLEN R. GOOGINS
City Attorney

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

GRID SUBJECT MATTER EXPERTS, LLC
a California corporation

Dated:

By (Signature):

Name: Matt Barnes
Title: CEO
Principal Place of
Business Address: 145 Parkshore Dr. #140, Folsom, CA 95630 Email Address: [email protected]
Telephone: (916) 800-4545
Fax: ( )
“CONTRACTOR”

DocuSign Envelope ID: 46FB98BB-A50A-4AC0-99C3-C589B0570551 11/29/2023
Amendment No. 2 to Agreement/Grid Subject Matter Experts, LLC Page 6 of 8 Rev. 10/25/2019

EXHIBIT B
SCHEDULE OF FEES AND PAYMENT PROVISIONS – AMENDED JANUARY 1, 2024 SECTION 1. M AXIMUM COMPENSATION
The maximum compensation payable to Contractor during the Term shall not exceed the amount in Section 11 of this Agreement. City does not guarantee any minimum compensation under this Agreement.

SECTION 2. RATES

2.1 Rates. Contractor shall invoice all Services at the rates listed in Appendix B1 attached and incorporated by reference.

2.2 Rate Increase. All rate adjustments must be approved by the City through an amendment to this Agreement. References to alternate rates in quotes that have not been separately authorized pursuant to this section are not approved.

2.3 R eimbursable Expenses. Any and all reimbursable expenses shall require the City’s prior written approval. Expenses shall be reimbursable only to the extent that (1) Contractor submits sufficient documentation to City that the expenses were directly incurred in providing the required Services, (2) Contractor demonstrates that such expenses aren’t included in the hourly rate where applicable, (3) such expenses have been approved by the City in writing, (4) Contractor submits receipts, invoices, or other supporting documentation demonstrating that such reimbursable costs were incurred.

Reimbursable Expense Schedule Mark Up

1. The cost of mailing, shipping and/or delivery of any documents or materials.

No Markup

2. The cost of photographing, printing, reproducing
and/or copying any documents or materials.

No Markup

3. Charges for outside services (including subcontractor fees, equipment, materials, and facilities not
furnished directly by Contractor).

No Markup

4. Other reimbursable expenses with prior written
approval from the City
No Markup

5. Allowable mileage will be charged at the prevailing
IRS rate per mile.

No Markup
DocuSign Envelope ID: 46FB98BB-A50A-4AC0-99C3-C589B0570551 Amendment No. 2 to Agreement/Grid Subject Matter Experts, LLC Page 7 of 8 Rev. 10/25/2019
Reimbursable Expense Schedule Mark Up

6. Unless approved in writing (e-mail acceptable) in
advance, meals, lodging, and related per diem shall
not exceed the rates outlined by United States
General Services Administration (GSA).
https://www.gsa.gov/travel-resources. Airfare or
rental car, where applicable shall be at economy
rates.

No Markup
SECTION 3. PAYMENT PROVISIONS

3.1 Contractor shall provide an invoice to the City on a monthly basis for Services completed in the preceding month. The invoice must include the following information:

3.1.1 Invoice Number, Purchase Order Number (if applicable), and Invoice Period.

3.1.2 Current amount due with a tim e and materials breakdown: t itles, hours, hourly rates, and a ny Ci ty approved reimbursable expenses itemized with supporting documentation.

3.1.3 Each invoice shall provide sufficient detail for City to verify that the rates listed in Appendix B1 are charged. Ad ditionally, invoices shall i nclude sufficient detail to allow for accurate comparison with certified payroll submittals.

3.2 Pre-P ayment. City shall not be required to pay a deposit or any other form of pre- payment prior to Contractor beginning the Services.

3.3 Payment Lim ited to Satisfactory Work. Contractor is not entitled to any payments until the City concludes that the Services and/or any furnished deliverables have been satisfactorily performed.

3.4 Recalculation. Th e City may recalculate and pay invoices based on the rates established in this Agreement.

3.5 Payment. If there are no discrepancies or deficiencies in the submitted invoice, City shall process the invoice for payment.

DocuSign Envelope ID: 46FB98BB-A50A-4AC0-99C3-C589B0570551 Amendment No. 2 to Agreement/Grid Subject Matter Experts, LLC Page 8 of 8 Rev. 10/25/2019

APPENDIX B1 – HOURLY RATES
Resource Level Hourly Rates
July 26, 2018
through
July 25, 2021
Hourly Rates
July 26, 2021
through
July 26, 2024
Hourly Rates
Effective
July 27, 2024
Executive, Vice President $230.00 $275.00 $295.00
Principal Consultant –
Interconnection Services and
Market Integration
$215.00 $250.00 $300.00
Director, Principal Consultant $205.00 $250.00 $270.00 Senior Consultant, Senior
Engineer, Senior Project
Manager, Senior Technician
$200.00 $225.00 $245.00
Specialist, Technical Analyst,
Engineer, Project Manager,
Technical Writer
$200.00 $220.00
Associate Specialist, Associate
Analyst, Associate Engineer,
Project Coordinator
$175.00 $195.00
Engineering Intern/Technician,
Technical Data Analyst,
Administrative Support
$150.00 $170.00

DocuSign Envelope ID: 46FB98BB-A50A-4AC0-99C3-C589B0570551 Certificate Of Completion
Envelope Id: 46FB98BBA50A4AC099C3C589B0570551 Status: Completed Subject: SVP - GridSME - Amendment 2 - Please DocuSign This Document Source Envelope:

Document Pages: 8 Signatures: 1 Envelope Originator:

Certificate Pages: 4 Initials: 0 Torri Pugh
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
145 Parkshore Drive
Suite 140
Folsom, CA 95630
[email protected]
IP Address: 64.207.219.137
Record Tracking
Status: Original
11/29/2023 10:10:38 AM
Holder: Torri Pugh
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Matthew Barnes
[email protected]
CEO
Grid Subject Matter Experts, LLC
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 97.94.148.170
Sent: 11/29/2023 10:13:17 AM
Viewed: 11/29/2023 10:16:18 AM
Signed: 11/29/2023 10:16:24 AM
Electronic Record and Signature Disclosure:

Accepted: 11/29/2023 10:16:18 AM
ID: 8166bfc1-4c51-44f7-a4e5-89de23283ada
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 11/29/2023 10:13:17 AM
Certified Delivered Security Checked 11/29/2023 10:16:18 AM Signing Complete Security Checked 11/29/2023 10:16:24 AM Completed Security Checked 11/29/2023 10:16:24 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
DocuSign·

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, GridSME (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 2/28/2019 9:52:40 AM Parties agreed to: Matthew Barnes
Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact GridSME:

To contact us by email send messages to: [email protected]

To advise GridSME of your new email address
To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To request paper copies from GridSME
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with GridSME
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements.

Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:
 You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
 Until or unless you notify GridSME as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by GridSME during the course of your relationship with GridSME.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1061 Agenda Date: 12/12/2023

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 3 to the Agreement with Townsend Public Affairs, Inc. for Legislative Advocacy Services

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
The City of Santa Clara engages in a variety of legislative efforts that is consistent with Council Policy 052 Legislative Advocacy Position (LAP) Policy, including developing an annual legislative platform through annually adopted LAPs, advancing the City’s goals and policy positions with regional, state, and federal elected officials and agencies, participating in regional and state committees, boards, and commissions, responding to requests for legislative support or comments for bills, ballot measures, and initiatives, identifying budget opportunities and applying for grant funding to support City programs and infrastructure. In the absence of fulltime legislative City staff, consulting services enhances staff’s ability to continue implementing the City’s legislative program and corresponding LAP Policy.

In Fall 2019, the City conducted a competitive Request for Qualifications process and selected Townsend Public Affairs, Inc. (Townsend) out of seven firms that submitted proposals to provide the City with State and federal legislative advocacy services. Townsend is a state and federal legislative advocacy and grant writing firm that provides lobbying and funding services to public agencies and non-profit organizations throughout California. Townsend has represented over 300 public agencies, including cities, counties, transportation agencies, water and sanitation districts, school districts, community college districts, park and recreation districts, and other special districts, as well as non- profit organizations. The firm has secured over $2.9 billion in public sector funding for its clients and has had over 100 client-sponsored bills signed into law.

In January 2020, the City entered into a one-year agreement with Townsend (Attachment 1) for State and federal legislative advocacy services, including the following:
· Conducting detailed orientation
· Developing legislative strategy
· Implementing the legislative strategy
· Building and strengthening relevant relationships
· Leveraging relationships for strategic advocacy plan
· Coordinating advocacy trips and legislative appointments · Tracking legislation of importance to the City and its many services City of Santa Clara Printed on 12/8/2023Page 1 of 4
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· Budget funding opportunities and advocacy for the City’s interests · Grant application development and support
· Post-grant submittal advocacy
· Crafting testimony and position letters
· Drafting bill language
· Providing progress reports
· Preparing and filing lobbying disclosure reports
The agreement allows the City to exercise four (4) additional one-year options after the initial term for a total of five years. On January 26, 2021, the Council approved an Amendment No. 1 which extended the term of agreement by two years and increased the total not to exceed amount from $90,000 to $252,000 (Attachment 2). On October 18, 2022, the Council approved an Amendment No. 2 which further extended the term of agreement by one year and increased the total not to exceed amount from $252,000 to $342,000 (Attachment 3).

Staff is now presenting a proposed Amendment No. 3 to the Agreement with Townsend for Council approval that will extend the agreement term through January 29, 2025 and increase the total not to exceed amount by $92,700 to fund the extension (Attachment 4).

DISCUSSION
Since the start of their engagement, Townsend has performed a wide range of advocacy services for the City. Townsend’s extensive knowledge about the state and federal legislative processes, long standing relationships with elected officials and agencies, and experienced staff, including a team of grant writers, have provided staff with significant support in both legislative and operational areas of work. Their support has resulted in saving countless hours of staff time, funding of City projects, and ensuring that the City is aware of and compliant with new state and federal funding opportunities, regulations, and corresponding deadlines.

Townsend’s 2022 & 2023 Deliverables and Future Work Efforts Below are notable work efforts that Townsend has completed for the City since their agreement was extended in October 2022:
· $1,750,000 for Regional Public Safety Interoperable Radio Communications: Townsend notified staff about the 2023 State of California budget request process, provided guidance, and assisted with the submittal of four funding requests to Assemblymember Evan Low and Senator Aisha Wahab’s Offices, and provided post-submittal advocacy. With Townsend’s assistance, the City received $1,750,000 for the Regional Public Safety Interoperable Radio Communications (public safety radio replacement). Project funding was secured by Assemblymember Evan Low.
· $1,800,000 for SC Overnight Care Locations: Townsend notified staff about the 2023 State of California budget request process, provided guidance, and assisted with the submittal of four funding requests to Assembly Member Evan Low and Senator Aisha Wahab’s Offices, and provided post-submittal advocacy. With Townsend’s assistance, the City received $1,800,000 for the SC Overnight Care Locations. Project funding was secured by Senator Aisha Wahab.

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· $963,000 Pending for Public Safety Communications Infrastructure: Provided guidance and assisted with the submittal of three 2023 federal Community Project Funding/Congressionally Directed Spending (CPFCDS) requests to Congressman Ro Khanna and Senators Dianne Feinstein and Alex Padilla’s Offices. At the time of writing this report, the City has one CPFCDS project moving forward as part of the 2023 House appropriations process: $963,000 for the Public Safety Communications Infrastructure project (public safety radio replacement) which is included in the House Appropriations Subcommittee on Commerce, Justice, Science, and Related Agencies spending bill. Townsend is providing post-submittal advocacy for this request. At the time of writing this report in late-November, Congress has approved a Continuing Resolution that will fund the government until January 19, 2023, by which a full budget can be adopted. If Congress is able to reach a budget agreement prior to the expiration of the Continuing Resolution, then the City’s earmark should be incorporated into the final budget agreement, consistent with previous year’s practice of accepting all approved earmarks from both Houses. The City’s CPFCDS request was submitted by Congressman Khanna.
· Provide quarterly legislative updates to the Council. · Meet with Councilmembers and departments to develop annual LAPs. · Assist with the preparation of bill summaries and recommendations for assigned Councilmember participation in the monthly Cities Association of Santa Clara County Legislative Action Committee meetings.
· Provide weekly state and federal legislative updates on priority bills. · Notify staff of potential grant opportunities
· Advise staff and Council on all legislative matters and prepare agenda reports, letters of support, etc. as needed.

During the time of the firm’s engagement, Townsend has helped the City advance its policy positions and secure funding for key projects such as the De La Cruz Blvd, Lick Mill Blvd, and Scott Blvd Bicycle Projects ($2,725,000), Magical Bridge All-Inclusive Playground ($800,000), Anna Drive Neighborhood Flood Protection Project ($3,000,000), Fire Station Microgrid Project ($500,000), Regional Public Safety Interoperable Radio Communications ($1,750,000), and Santa Clara Overnight Care Locations ($1,800,000). With Townsend’s assistance, staff will continue to pursue funding opportunities for City projects, especially those without current funding sources.

Consistent with the last few years, it is expected that a number of policy bills will be introduced in the upcoming year that will significantly impact the State and local agencies, including in the areas of revenue and taxation, housing and land use, and behavioral health reform. Townsend and the City Manager’s Office have met with Councilmembers and staff earlier this year to discuss and identify new legislative priorities in preparation for the 2024 legislative year, as reflected by the draft 2024 Legislative Advocacy Positions that are part of the December 12, 2023 agenda and presented for the Council’s consideration/adoption.

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For these reasons, staff recommends approval of an Amendment No. 3 to the Agreement with Townsend to extend the term through January 29, 2025 and increase the total not to exceed amount by $92,700 to fund the extension. Townsend’s current annual rate for Year 4 (January 30, 2023 through January 29, 2024) of the Agreement totals $90,000 and is based on a monthly retainer fee of $7,500 that is inclusive of all services and any related travel. The rate for Year 5 of the Agreement (January 30, 2024 through January 29, 2025) reflects a 3% increase. If approved by Council, this would bring the total five-year agreement amount to $434,700.

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

FISCAL IMPACT
The existing agreement with Townsend has a total not to exceed amount of $342,000. The draft Amendment No. 3 will increase the value of the contract by $92,700 so the amended agreement will have a revised not to exceed amount of $434,700. Existing funds are available in the FY 2023/24 Adopted Operating Budget under the City Manager’s Office’s Intergovernmental Relations and Advocacy budget to cover this cost.

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

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

RECOMMENDATION
Authorize the City Manager to execute Amendment No. 3 to the Agreement with Townsend Public Affairs, Inc. to extend the term of the agreement through January 29, 2025 and increase the total not to exceed amount from $342,000 to $434,700 in a final form approved by the City Attorney.

Prepared by: Christine Jung, Assistant to the City Manager Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Original Agreement with Townsend Public Affairs, Inc.

2. Amendment No. 1 to Agreement with Townsend Public Affairs, Inc.

3. Amendment No. 2 to the Agreement with Townsend Public Affairs, Inc.

4. Draft Amendment No. 3 to the Agreement with Townsend Public Affairs, Inc.

City of Santa Clara Printed on 12/8/2023Page 4 of 4
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EBIX Insurance No. *S200004470

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
TOWNSEND PUBLIC AFFAIRS, INC.

PREAMBLE
This Agreement is enter~d into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Townsend Public Affairs, Inc·., a California corporation, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

Exhibit A - Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D- Labor Compliance Addendum (if applicable)
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, Agreement with Townsend Public Affairs, Inc.

Rev. 07-01-18

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City Council and Authorities ConcurrentDecember 12, 2023

City Council and Authorities Concurrent
December 12, 2023