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~..1.-1. Insured
Name:
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1 Address :
Status :
Insured
Koffler Electrical Mechanical
Apparatus Repair Inc. A_
S200000423
527 Whitney Street, San Leandro,
CA, 94577
ComRliant with minor/exRiring
deficiencies .
[ Business Unit(s) ][ Insured History l[ Print Insured Info Account Information
Account Number:
Risk Type:
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Address Information
Mailing Address
Insured:
Address 1:
Address 2:
City:
S200000423
Exhibit C1 -
Service
Contract
<$50,000
Koffler
Electrical
Mechanical
Apparatus
Repair Inc.
527 Whitney
Street
San
Leandro
Address Updated:
Physical Address
Zip:
Country:
Contract Information
Contract Number :
Contract Start Date:
Contract Effective Date:
Description of Services:
Contact Information
Contact Name:
94577
Charlie
Koffler
Contract End Date:
Contract Expiration Date:
Safety Form II:
Misc:
Phone Number: 5105670630 Alt Phone Number:
Fax Number: 5105670626
E-Mail Address :
Approval Date:
Rush: Yes
Contract on File: No
Certificate Received: No
Indemnification Agreement: No
Tax Id:
This Account created by c65 on 04/11/2003.
EBIX Insurance No. S200000423
AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
KOFFLER ELECTRICAL MECHANICAL APPARATUS REPAIR, INC.
PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Koffler Electrical Mechanical Apparatus Repair, Inc., a California corporation, (Contractor). City and Contractor may be referred to individually as the "Party" or collectively as the "Parties".
RECITALS
A. City desires to secure the services of Contractor to provide ongoing motor and pump maintenance and repair services for Silicon Valley Power ("Services"}, as more fully described in this Agreement in 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 Services and goods of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such Services will be provided and paid for.
The Parties agree as follows:
AGREEMENT TERMS AND CONDITIONS
1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:
Exhibit A - Scope of Services
Exhibit B - Schedule of Fees and Payment Provisions
Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance
Exhibit E - Sample Work Authorization Form
Agreement with Koffler Electrical Mechanical Apparatus Repair, Inc.
Rev. 07-01-18
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.
2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by written amendment(s) to this Agreement, the term of this Agreement shall begin on August 1, 2023 and terminate on July 31, 2028 ("Initial Term").
At its sole discretion, the City reserves the right to exercise an option to extend the term for one (1) additional year through July 31, 2029 ("Extension Term").
Such term extension shall be authorized through an Amendment to this Agreement executed by the Parties. The Initial Term and Extension Term shall be collectively referred to herein as "Term."
3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.
4. WARRANTY
In addition to those warranties in Exhibit A, Contractor expressly warrants that all Services and materials 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 applicable to this Agreement is based. Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services or materials 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 Services or materials, City may make corrections or replace Services or materials and charge Contractor for the cost incurred by City.
5. QUALIFICATIONS OF CONTRACTOR- STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor's representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.
Agreement with Koffler Electrical Mechanical Apparatus Repair, Inc.
Rev. 07-01-18
6. COMPENSATION AND PAYMENT
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 Two Hundred Fifty Thousand Dollars ($250,000) subject to budget appropriations, which includes all payments that may be authorized for the Services and expenses, supplies, materials and equipment required to perform the Services, including any taxes. All Services performed or materials supplies, 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.
7. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days' prior written notice to Contractor.
B. Termination for Default If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.
C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession.
8. ASSIGNMENT AND SUBCONTRACTING
City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement This Agreement shall not be assigned or transferred without the prior written approval of City. Contractor shall not hire subcontractors without express written permission from City.
Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it
9. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.
Agreement with Koffler Electrical Mechanical Apparatus Repair, Inc.
Rev. 07-01-18
10. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement.
11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.
12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work outside the scope the Services, 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 and for four (4) years from the date of final payment for Services or goods 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 Agreement with Koffler Electrical Mechanical Apparatus Repair, Inc.
Rev. 07-01-18
Page4 of41
to assist City in meeting City's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.
14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement - including claims of any kind by Contractor's employees or persons contracting with Contractor to perform any portion of the Services - and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.
B. Contractor's obligation to protect, defend, indemnify, and hold harmless in full City and City's employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.
C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ("Act") and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibilities under the Act.
15. INSURANCE REQUIREMENTS
During the Term, 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 Agreement with Koffler Electrical Mechanical Apparatus Repair, Inc.
Rev. 07-01-18
shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.
17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows :
City of Santa Clara
Attention: Silicon Valley Power
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected] and
[email protected]
And to Contractor addressed as follows:
Koffler Electric Mechanical Apparatus Repair, Inc.
Attention: Ren Anderson, Chief Financial Officer
527 Whitney Street
San Leandro, CA 94577
and by e-mail at ren@koffler .com
The workday the e-mail was sent shall control the date notice was deemed given.
An e-mail transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.
18. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to "The Code of the City of Santa Clara, California" ("SCCC"). In particular, Contractor 's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered . Additionally Contractor has read and agrees to comply with City's Ethical Standards (http:/ /sa ntaclaraca .gov/home/showdocument?id =58299).
19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge , no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and Agreement with Koffler Electrical Mechanical Apparatus Repair, Inc.
Rev. 07-01-18
following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.
20. FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
21. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City's name, insignia, or emblem, or distribute any information related to Services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.
22. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.
23. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.
24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties.
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.
Agreement with Koffler Electrical Mechanical Apparatus Repair, Inc.
Rev. 07-01-18
26. PREVAILING WAGE
In the event the Services require payment of prevailing wage, Contractor shall comply, and ensure its subcontractors comply with Exhibit D.
Contractor certifies that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure by Contractor or its employees, agents, contractors, and subcontractors to comply with the prevailing wage laws.
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.
GLEN R. GOOGINS
City Attorney
CITY OF SANT A CLARA, CALIFORNIA
a chartered California municipal corporation
"CITY"
1ty Ma ager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
KOFFLER ELECTRIC MECHANICAL APPARATUS REPAIR, INC.
a California corporation
Dated: ~ -/7-~
By (Signature) : /~ ~
Name: en Ander
Title: Chief Financial Officer
Principal Place of
Business Address: 527 Whitney Street, San Leandro, CA
Email Address: [email protected]
Telephone: (510) 567-0630
Fax: (510) 567-0636
"CONTRACTOR"
Agreement with Koffler Electrical Mechanical Apparatus Repair, Inc.
Rev. 07-01-18
EXHIBIT A - SCOPE OF SERVICES
TABLE OF CONTENTS
SECTION 1. GENERAL ........................................................................................... 10 SECTION 2. SERVICES TO BE PERFORMED ...................................................... 10 SECTION 3. SPECIFIC REQUIREMENTS .............................................................. 11 SECTION 4. REPORTS ........................................................................................... 12 SECTION 5. COMPLETION OF SERVICE .............................................................. 13 SECTION 6. HOURS AND DAYS OF SERVICE ..................................................... 13 SECTION 7. SCHEDULING AND PLANNING ......................................................... 13 SECTION 8. WORK AUTHORIZATION PROCESS ................................................ 13 SECTION 9. APPLICABLE LAWS AND REGULATIONS ........................................ 18 SECTION 10. WORKMANSHIP ................................................................................. 19 SECTION 11. PERMITS AND LICENSES ................................................................. 19 SECTION 12. WARRANTY ....................................................................................... 19 SECTION 13. CITY FURNISHED MATERIALS ......................................................... 20 SECTION 14. WORK AREA ...................................................................................... 20 SECTION 15. CONTRACTOR'S EQUIPMENT, TOOLS, AND MATERIALS ............ 20 SECTION 16. DISPOSAL OF WASTE & SCRAPS ................................................... 21 SECTION 17. SAFETY .............................................................................................. 21 SECTION 18. INJURY/PROPERTY DAMAGE .......................................................... 22 SECTION 19. CONTRACTOR's PERSONNEL ......................................................... 22 SECTION 20. E-BUILDER ......................................................................................... 24 SECTION 21. SHIPPING AND FREIGHT .................................................................. 26 Agreement with Koffler Electrical /Exhibit A- Scope of Services 1/26/23
SECTION 1. GENERAL
1.1 Contractor shall provide all necessary supervision, labor, and services, plus all tools, equipment, materials, and supplies required to provide maintenance and repair services for pumps and motors ("Services") for Silicon Valley Power ("SVP").
1.2 Contractor shall perform the Services according to the original equipment manufacturer (OEM) standards and industry best practices. Any deviations must be approved in writing by SVP.
1.3 Contractor will primarily perform the Services within the City of Santa Clara limits but may be requested to provide services at City's remote sites.
1.4 The terms "City" and "SVP" may be used interchangeably throughout this Exhibit.
1.5 To the extent not inconsistent with this Agreement (including this Exhibit), the RFP 22-23-43 (including subsequent updates) and Contractor's proposal response dated January 25, 2023, are hereby incorporated by reference herein, and shall supplement this Scope of Services and be subject to the terms and conditions of the Agreement. In the event of a conflict between the Agreement (including its Exhibits) and the RFP or Contractor's proposal, the Agreement (including its Exhibits) shall govern and control.
SECTION 2. SERVICES TO BE PERFORMED
2.1 Motor Repair and Maintenance Services
Contractor shall provide comprehensive motor maintenance and repair services that include but are not limited to:
2.1.1 Perform inspections on various types and sizes of motors, including but not limited to motors manufactured by GE, US Motors, Marathon Electric, TEFC, TECO, Mitsubishi, Baldor, Siemens, and WEG.
2.1.2 Repair or replace motors up to 1000 horsepower, including alternating current (AC), direct current (DC), three-phase, and single-phase motors.
2.1.3 Perform motor alignments, terminations, balancing, rotation checks, and diagnostics, including amp draw, vibration analysis, resistance to ground checks, and meggering.
2.1.4 Repair or replace parts, including shafts, stators, winding material, bearings, coolers, belts, instrumentations, local gauges, cables, conduit, oils, grease, filters, contactors, breakers, protection relays, housings, and insulation.
2.1.5 Provide all labor to remove, install, and commission new motors.
Agreement with Koffler Electrical /Exhibit A- Scope of Services 1/26/23
Page10of41
2.1.6 Provide motor parts as requested by the City.
2.1.7 Perform miscellaneous motor inspections, repairs, and maintenance services as directed by the City.
2.2 Pump Repair and Maintenance Services
Contractor shall provide comprehensive pump maintenance and repair services that include but are not limited to:
2.2.1 Perform inspections on vertical and horizontal pumps of various types and sizes, including but not limited to pumps manufactured by KSB, Goulds, Taiko, and Johnston Pump.
2.2.2 Perform alignments for pumps, motors, rotating equipment, and gearboxes.
2.2.3 Inspect, clean, repair, or replace mechanical and rotating equipment, including motors, parts compressors, coolers, fans, gearboxes, and piping.
2.2.4 Install structural supports, including fabrication of mounting adapters.
2.2.5 Repair or replace couplings.
2.2.6 Provide engineering, technical support, and non-destructive examination services.
2.2.7 Provide mechanical maintenance services.
2.2.8 Provide new/replacement parts as required to complete the Services.
2.2.9 Provide pump parts as requested by the City.
2.2.10 Perform miscellaneous pump inspections, repairs, and maintenance services.
SECTION 3. SPECIFIC REQUIREMENTS
When required to perform Services, Contractor shall be responsible for providing the following associated activities:
3.1 Supervision and administrative support
3.2 Program and project management services
3.3 Subcontractor management
3.4 Logistical planning
Agreement with Koffler Electrical /Exhibit A - Scope of Services 1/26/23
3.5 Scheduling services
3.6 On-site crane support
3.7 On-site cribbing and rigging
3.8 On-site forklift services
3.9 On-site scaffolding services
3.10 On-site shoring services
3.11 On-site confined space rescue team
3.12 On-site electrical testing and non-destructive examination (NOE)
3.13 On-site miscellaneous services (portable restroom facilities, rental equipment such as light standards, generators, fueling services, etc.)
3.14 Expedited procurement and transportation of materials, parts, and equipment when requested by the City.
SECTION 4. REPORTS
4.1 Service Reports
4.1.1 Within seven (7) days after final acceptance by the City of services associated with each Work Authorization (as defined in Section 8), Contractor shall provide a service report to the City, which shall include the following information:
4.1.1.1 4.1.1.2
4.1.1.3 4.1.1.4
4.1.1.5 4.1.1.6
4.1.1.7 Type of service (such as preventative maintenance and/or repair services)
Summary of existing conditions
Description of noted issues/deficiencies (including photos) and recommended corrective actions
Description of service/repairs performed
Summary list of spare parts and material inventory, including serial number of all parts removed and installed
Description of all newly installed motors and pumps and verification report of existing inventory
Other information that the City may request
Agreement with Koffler Electrical /Exhibit A- Scope of Services 1/26/23
4.2 Status Reports
4.2.1 Contractor shall provide regular cost, schedule, and status updates on services performed throughout the Agreement Term.
4.2.2 Depending on work activity, 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.
SECTION 5. COMPLETION OF SERVICES
All Services shall be completed in a timely, efficient manner to ensure the site, equipment, and/or system is operational as soon as possible and as provided in the applicable Work Authorization / Purchase Order/ Emergency Work Order.
SECTION 6. HOURS AND DAYS OF SERVICE
Contractor will generally perform the required Services during regular business hours which is between 7:00 AM - 7:00 PM PST/PDT, Monday through Friday. City will, at its discretion, allow access during non-business hours when required.
SECTION 7. SCHEDULING AND PLANNING
7.1 Contractor and City shall mutually agree to schedule outages associated with the performance of maintenance and repair services. When requested by City, Contractor shall be able to plan, staff, and execute scheduled maintenance and inspections with 30 days advance notice.
7.2 For critical equipment, Contractor may be required to work shifts longer than twelve (12) hours per day or alternative shifts, including night shifts.
7.3 Contractor shall be available to provide 24-hour emergency services, seven (7) days per week, 365 days per year. Contractor shall provide an answering service contact phone number at which an individual can be reached at any lime.
Contractor shall respond via phone or email to an emergency request within 24 hours of the City's notification. Contractor and City shall mutually agree on scheduling the required emergency service.
SECTION 8. WORK AUTHORIZATION PROCESS
Contractor acknowledges that Contractor is one of two firms selected to perform the Services, pursuant to two (2) separate agreements (collectively, the "Motor and Pump Maintenance and Repair Services Agreements"). Specific work will be assigned as set forth below.
Agreement with Koffler Electrical /Exhibit A- Scope of Services 1/26/23
8.1 Non-Emergency Work
8.1.1 When as-needed services are required, the City will request a Proposal for the work (Work Request). In its request, the City will provide a description of the work required, the deadline for response, and any other relevant information.
8.1.2 Proposal: Contractor shall prepare and submit a proposal (Proposal) for each Work Request that includes:
8.1.2.1 8.1.2.2
8.1.2.3 8.1.2.4
8.1.2.5 8.1.2.6
8.1.2.7 A work plan that includes a detailed description by task of the services to be performed.
A project timeline/schedule with discussion on any activities that may impact the project timeline/schedule.
A list of Contractor's personnel and subcontractors including subcontractor Department of Industrial Relations (DIR)
number where required.
Any required drawings or documents.
A list of City responsibilities.
A final acceptance criteria
An itemized cost proposal showing:
8.1.2.7.1 Hours and hourly rates by position as listed in Appendix B1 for both Contractor and
subcontractor personnel if applicable. Indicate
labor subject to prevailing wage requirements
8.1.2. 7.2 Parts/materials
8.1.2. 7 .3 Rental and/or specialty equipment
8.1.2. 7 .4 Reimbursable expenses, in accordance with the limitations set forth in Exhibit B
8.1.2.7.5 Any additional costs such as but not limited to freight and permit fees
8.1.2.7.6 Breakdown of materials and labor sufficient to calculate sales tax
8.1.2.7.7 Estimated total cost including all required taxes Agreement with Koffler Electrical /Exhibit A - Scope of Services 1/26/23
8.1.2.8 All submitted pricing shall be in accordance with the rates authorized in Exhibit B of this Agreement and the Proposal shall include sufficient information for the City to determine that rates are in accordance with the Agreement.
8.1.2.9 Costs for any additional equipment, parts, or services required for completion of the work as detailed in the Work Request and in Contractor's Proposal but not reflected in the Contractor's cost proposal shall be the sole responsibility of the Contractor and at no additional cost to the City.
8.1.2.10 The City will review the Proposal, and may elect to approve it, reject it, or use it as a basis for further negotiations with Contractor.
8.1.2.11 Provided that Contractor's original Proposal includes all items listed in Section 8.1.2, Contractor and City may
negotiate whether the Work Authorization will be fixed price (lump sum) or based on specific rates of compensation (e.g., time and materials) for completion of the work.
8.1.2.12 Contractor must submit a revised Proposal to the City based upon such negotiations. If a fixed fee or lump sum is
authorized, a payment schedule shall be included. The final proposal shall include a clear breakdown of materials and labor indicating taxable and non-taxable items and an
estimate of sales tax.
8.1.3 Work Authorization
8.1.3.1 8.1.3.2
8.1.3.3 If the completion of the work in the Proposal will not result in total costs (including all previously authorized work)
exceeding the maximum compensation in Section 6 of the
Agreement, additional services may be authorized as set forth in this Section.
For Proposals with a total cost exceeding $50,000, Work Authorizations shall be issued in substantially the same format as Exhibit E. Each Work Authorization shall describe the services and deliverables the Contractor must provide, the time limit within which the Contractor must complete the service and deliverables, the system acceptance criteria, warranty provisions, and the compensation for the additional services.
Subject to the terms and conditions of this Agreement,
Contractor and City will negotiate the specific scope and requirements of each Work Authorization. Upon execution Agreement with Koffler Electrical /Exhibit A- Scope of Services 1/26/23
by the Parties, the Work Authorization shall become an
Approved Work Authorization.
8.1.3.4 Each Approved Work Authorization shall have a purchase order attached to it.
8.1.3.5 For Proposals with a total cost less than $50,000, a signed Work Authorization is not required. The City will issue a purchase order authorizing work and the purchase order will serve as the Approved Work Authorization.
8.1.3.6 Only the Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer may, on behalf of the City, execute a Work Authorization.
Purchase orders are issued by the Finance Department.
8.1.3. 7 Except in the case of emergency which shall confirm to the conditions of Section 8.2 or where the circumstances in Section 8.1 .4.4 apply, Contractor shall not initiate the additional services and the City will not compensate the Contractor until the City has executed the Work
Authorization for such additional services where applicable ("Approved Work Authorization") and issued a purchase
order.
8.1.3.8 If Contractor begins work or fails to dispute a purchase order within three (3) business days, Contractor is assumed to have accepted the terms of the purchase order.
8.1.3.9 An Approved Work Authorization must be consistent with - and cannot alter - the terms and conditions of this
Agreement. The terms and conditions of this Agreement
shall prevail over any and all terms and conditions contained in an Approved Work Authorization - even if the Approved Work Authorization expressly states that it is intended to control. Any conflicting terms and conditions in an Approved Work Authorization are invalid and unenforceable.
8.1.3.10 The City (through the individuals listed in section 8.4.3 or, in the case of purchase orders, the Finance Department) may terminate an Approved Work Order, purchase order, or an Emergency Work Order for convenience with ten (10) days prior written notice to Contractor. In such event, the
Contractor shall have no further rights hereunder, except that Contractor shall be paid for all Services adequately rendered prior to such termination.
8.1.4 Changes to Work Authorization
Agreement with Koffler Electrical /Exhibit A - Scope of Services 1/26/23
8.1.4.1 8.1.4.2
8.1.4.3 8.1.4.4
8.2 Emergency Work
Contractor shall notify the City immediately when a situation occurs that may result in a change to the total project cost or specific line items in an Approved Work Authorization or purchase order. Contractor shall provide the reason for the change specific to each Approved Work Authorization or
purchase order.
If Contractor requires changes to a fixed price Work
Authorization, Contractor shall only be permitted to request changes with justification such as additional scope
requested by City or unanticipated field conditions. For such changes, Contractor shall submit justification demonstrating that changes in cost are associated with changes in scope.
Contractor shall not be entitled to additional compensation for issues such as errors in calculation of original pricing, changes in staff, or other changes that are not directly related to changes requested by City.
In the event that unanticipated site conditions or other issues result in costs that exceed the approved Work Authorization or changes to line items in an Approved Work Authorization or purchase order, Contractor shall submit to the City an updated Proposal for review and approval from the City in advance of performing the work. The City will issue a new or amended Work Authorization (if required pursuant to Section
8.2) or purchase order (as applicable) to authorize such additional Services. Each changed Work Authorization and purchase order shall amend the Services and be
incorporated into the Services by reference.
In the event that issues are identified that can be most efficiently and economically resolved while on site, changes may be approved verbally (in the field), by telephone, ore mail by the following authorized individuals: Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer. Such authorization shall be defined as an Interim Work Order. Contractor shall provide an updated Proposal within two (2) business days so that such changes can be documented in a Work
Authorization and/or purchase order.
8.2.1 An Emergency Work Order should be utilized only in instances of a threat to public health or safety, loss of or damage to property, or serious disruption to essential services. An emergency is defined as an Agreement with Koffler Electrical /Exhibit A- Scope of Services 1/26/23
unforeseen event, circumstance, or combination of circumstances that the City reasonably determines to require immediate action.
8.2.2 Emergency Work Orders do not need to be in writing and may only be authorized by the Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer. Such verbal authorizations will be confirmed by the City in writing within three (3) business days by a purchase order or, where applicable, a Work Authorization and/or purchase order.
8.2.3 When emergency services are required, Contractor shall send a Proposal to the City for the required services as soon as possible, but no later than three (3) business days after starting work. The Proposal shall be detailed in accordance with this Section 8 and shall also include any completed work. City will issue a Work Authorization (if required pursuant to Section
8.2) and purchase order as soon as reasonably practicable.
8.3 Each Approved Work Authorization and purchase order including those authorizations issued pursuant to Section 8.2 and 8.1 .4.4 shall be incorporated into the Agreement by reference and subject to its terms and conditions and the Services contained therein shall be included within the Services.
8.4 Proposals, pricing and quotes are not confidential and will not be treated as confidential even if marked confidential when submitted.
8.5 Except in the situations described in Section 8.1 .4.4 and Section 8.2, Contractor shall not initiate work before a Work Authorization has been approved and/or purchase order has been issued and the City has directed Contractor to perform Services.
SECTION 9. APPLICABLE LAWS AND REGULATIONS
9.1 Contractor shall comply with all applicable present and future federal, state, and local regulations, ordinances and codes including but not limited to the U.S.
Occupational Safety and Health Administration (OSHA), and the California Department of Industrial Relations and the Division of Occupational Safety and Health (Cal/OSHA).
9.2 Where any applicable laws or ordinances conflict with the City's requirements, the more stringent requirement(s) shall be followed. Contractor's failure to be thoroughly familiarized with the provisions of any applicable federal, state, and local regulations, ordinances and codes shall not relieve Contractor from compliance with the obligations and penalties resulting therefrom.
Agreement with Koffler Electrical /Exhibit A- Scope of Services 1/26/23
SECTION 10. WORKMANSHIP
10.1 Contractor shall perform all Services in a professional manner and environmental responsible manner that meets or exceeds industry and professional standards of performance. All activities shall be performed by a Contractor employee skilled in the particular task to which they are assigned.
10.2 All parts and/or components replaced or newly installed in the system shall be factory new and free of defects in title, materials and workmanship at the time of their delivery and installation. However, if approved by the City, Contractor may use rebuilt parts or new parts from another manufacturer if approved by the original manufacturer and/or City for use in the specific piece of equipment of the system.
10.3 Poor or inferior workmanship, as determined at the sole discretion of the City, shall be removed and replaced to conform to the quality standards of the industry, or otherwise corrected to the satisfaction of the City, at Contractor's sole expense.
10.4 City reserves the right to inspect any Services performed by Contractor and its subcontractors. If, upon inspection, the City determines that there is any unsatisfactory or defective work, Contractor must correct the work at no additional cost to the City.
SECTION 11. PERMITS AND LICENSES
Contractor shall obtain, maintain, and pay for all licenses, permits, and certificates required by any statute, ordinance, rule, or regulation for the performance of Services.
SECTION 12. WARRANTY
12.1 Services. For each Approved Work Authorization, Purchase Order, and Emergency Work Order, all Services shall carry a warranty of a minimum of twelve ( 12) months from the date of completion of the Services as set forth therein each Work Authorization. Warranty-related work shall be at no additional cost to the City.
12.2 Parts. With respect to any parts or other items furnished by Contractor to perform the Services, Contractor shall extend to the end of the manufacturer's warranty to any parts or other items furnished by Contractor to perform the necessary Services. Parts manufactured by the Contractor or others shall be warranted for a period commensurate with the original manufacturer's warranty to ensure that the City receives a warranty period that is as long as the original manufacturer's warranty. Contractor shall provide the City with a copy of the extended manufacturer's warranty.
12.3 Contractor shall be responsible for performing all warranty work within a reasonable time. In emergencies where damage may result from delay or where Agreement with Koffler Electrical /Exhibit A- Scope of Services 1/26/23
the loss of service may result, the City may choose to perform the work covered in the warranty. The cost associated with the City completing the warranty work shall be charged to Contractor.
SECTION 13. CITY FURNISHED MATERIALS
Contractor shall credit the City for any City-furnished materials that are used, lost, stolen, damaged or rendered unusable by actions of Contractor.
SECTION 14. WORK AREA
14.1 Contractor shall ensure that the work site is free from all surplus materials, waste materials, debris, spills, dirt and rubbish caused by Contractor's performance of Services. Upon completion of the Services or at the end of each day, whichever comes first, Contractor shall ensure the work area is in a clean safe condition. The City shall be the sole judge as to the adequacy of the cleanup.
14.2 Contractor shall follow all directions of City with regard to clean-up both during the course of, and upon completion of Services. If Contractor fails to clean up the work area within forty-eight hours (48) after demand by the City, City may charge Contractor for any costs of clean-up or other work required to adequately protect the City's electrical or other facilities or to restore work area to a safe condition.
City may invoice Contractor or deduct costs from Contractor's invoice at City's sole discretion.
14.3 Contractor must provide work and traffic signage as required to warn pedestrians and vehicular traffic of work in progress. Contractor may be required to direct pedestrians and traffic around the work area. Contractor shall also be responsible for providing all equipment and personnel necessary to properly perform the traffic control measures, including but not limited to, flaggers, cones, reflectors, electronic signs, barricades, caution tape, temporary paving, or steel plates.
14.4 Contractor shall make all reasonable efforts to minimize obstructions and inconvenience to SVP's operations and others who may be impacted by Contractor's Services.
SECTION 15. CONTRACTOR'S EQUIPMENT, TOOLS, AND MATERIALS
15.1 All equipment, tools (including any specialty tooling), and materials required for the execution of the Services shall be provided by Contractor. City will not loan tools or equipment to Contractor. Neither Contractor nor its workers shall attempt to borrow tools or other materials from City personnel.
15.2 Tools and equipment shall be kept in proper operating condition and used only for the purpose for which they were designed. City reserves the right to suspend work if improper tools or equipment are being used or operated.
Agreement with Koffler Electrical /Exhibit A- Scope of Services 1/26/23
15.3 Tools and equipment shall be safely stored overnight under lock and key. Loss of any tools or equipment shall be reported immediately to the City.
15.4 All vehicles, equipment, and ladders shall be secured when not in use. Keys shall not be left in any vehicles or equipment when not in use.
15.5 City will not be responsible for the loss of tools, equipment, or materials.
SECTION 16. DISPOSAL OF WASTE & SCRAPS
16.1 All waste generated or encountered in the performance of the Services must be managed in accordance with all applicable local, State, and federal regulations and laws. Contractor is solely responsible for arranging and implementing the proper handling, management, storage, transport, and disposal of all wastes including any hazardous materials.
16.2 Contractor shall provide the City with a written report of all disposal of materials within twenty-four (24) hours of disposal unless a shorter timeline is required by local, state, and/or federal regulations.
16.3 Contractor shall recycle all material scraps, and credit the value to the City.
SECTION 17. SAFETY
17.1 Safety must always be the top priority. Contractor shall take all necessary precautions for the safety of all persons at the work site. Contractor must erect and properly maintain at all times, as required by the conditions and progress of the Services, all necessary safeguards for the protection of all persons and the public including posting danger signs and warnings against known or unusual hazards.
17.2 Contractor shall maintain an effective Injury and Illness Prevention Program (IIPP) in writing pursuant to Section 3203, Title 8 of the California Code of Regulations (CCR). The written plan shall include specific instructions with regard to hazards unique to the employee's job assignment. At City's request, a copy of Contractor's IIPP shall be submitted to the City and be made available on-site.
17.3 Contractor shall schedule safety inspections as necessary and as may be requested by the City to identify and correct unsafe conditions and work practices.
The City reserves the right to accompany Contractor during these inspections.
17.4 Contractor must comply with all site-specific safety requirements and procedures including but not limited to Lockout/Tagout (LOTO), Energy Isolation, Confined Space, Fall Protection, Chemical Safety, Hazardous Waste, and Personnel Protective Equipment (PPE).
Agreement with Koffler Electrical /Exhibit A - Scope of Services 1/26/23
Page21 of41
17.5 Contractor's employees (including any subcontractors) shall utilize appropriate Personal Protective Equipment (PPE) and Fire Resistant (FR) clothing, as required. Any required PPE and FR clothing shall be provided at the expense of Contractor.
17.6 When requested by the City, Contractor shall provide an on-site Safety Manager/Supervisor to ensure compliance with all applicable Safety rules and regulations, perform daily audits and submit daily reports to the City that identify discrepancies or non-compliance, provide direction in regards to safety rules and regulations to Contractor Project Manager and/ On-Site Supervisor (as defined in Section 19) and Contractor employees.
SECTION 18. INJURY/PROPERTY DAMAGE
Contractor shall notify the City immediately in the event of an injury or property damage that occurs during the performance of the services. Contractor shall investigate the reported injury or damage upon request from City and provide City with regular updates including all accident reports until the investigation is resolved. City reserves the right to perform its own investigation. Should City choose to conduct its own investigation, Contractor shall assist as required.
SECTION 19. CONTRACTOR'S PERSONNEL
19.1 Project Manager/On-Site Supervisor
Contractor must designate one (1) Project Manager or On-Site Supervisor to communicate with the City during performance of the Services. The Project Manager/On-Site Supervisor is the designated point of contact for the City to communicate work tasks and receive feedback. The Project Manager/On-Site Supervisor must be capable of communicating effectively with City staff.
19.2 Staffing
19.2.1 Contractor shall be responsible for its employees' professional and technical competence and will select appropriate individuals who are qualified, certified, and/or licensed to perform the assigned task.
19.2.2 Contractor shall ensure its employees and any subcontractors supply proper identification when requested by the City.
19.2.3 Contractor shall inform City immediately of any change in key personnel assigned to this agreement. Contractor shall submit the resumes and other qualifications of the proposed replacement employee(s) to City for review and approval.
19.3 Employee Training
Agreement with Koffler Electrical /Exhibit A- Scope of Services 1/26/23
19.3.1 At Contractor's sole cost and expense, Contractor shall provide recurring, periodic (no less than annual) training to its employees (including subcontractors) appropriate to the duties and responsibilities of each employee.
19.3.2 It is essential that all employees be thoroughly trained and familiar with the equipment and procedures to be followed.
19.3.3 Training shall follow Contractor's standard policies and procedures and shall be in compliance with all applicable federal, state, and local laws, including but not limited to safety and injury prevention training requirements contained in the OSHA standards.
19.3.4 Contractor shall be familiar with SVP's operating standards. All employees are required to watch SVP's safety video once per calendar year or prior to the commencement of the Services.
19.3.5 At the City's request, Contractor shall submit copies of training records for its employees.
19.4 Standards of Conduct
19.4.1 Contractor shall be solely responsible for its employees while on or about the work site, including but not limited to, maintaining discipline, ensuring standards of conduct are adhered to, and enforcing safety policies, procedures, and orders. Contractor shall ensure that while on or about the work site, its employees do not:
19.4.1.1 Display a discourteous, abrupt, abrasive, or belligerent attitude.
19.4.1.2 Use any prescribed or over-the-counter medications which can potentially impair the employee's ability to perform the Services safely.
19.4.1.3 Present or identify themselves as employees of the City of Santa Clara.
19.4.1.4 Possess any firearms, narcotics, drugs, intoxicants, or other restricted materials while on the premises.
19.4.2 In the event a Contractor employee fails to meet these standards of conduct, Contractor shall immediately remove that employee and provide a replacement. Contractor shall determine appropriate disciplinary actions in accordance with its own policy, a copy of which may be requested by the City at any time.
Agreement with Koffler Electrical /Exhibit A- Scope of Services 1/26/23
19.4.3 In the event that a complaint is made against a Contractor employee, Contractor shall notify the City immediately and provide a written explanation detailing how the situation was resolved.
SECTION 20. E-BUILDER
20.1 When required by City, Contractor shall use utilize e-Builder for submission of data and documents throughout the term of this agreement.
20.2 e-Builder is a web-based construction management application hosted by e Builder, Inc. For certain projects to be defined by the City, e-Builder shall be the primary means of project information submission and management or as otherwise agreed upon with the City.
20.3 The City will establish the Contractor's access to e-Builder by providing licenses to Contractor's personnel at City's cost. The Contractor's designated users will be required to set up their computers/systems to use e-Builder in accordance to the e-Builder User Training Guide. The City reserves the right to limit the licenses issued to Contractor in the future.
20.4 Contractor is required to obtain all necessary training to use the software. The City will provide one classroom training or a web-based seminar. A training session is 1 - 2 hours.
20.5 e-Builder is a web-based environment and therefore it is subject to the inherent speed and connectivity limitations of the Internet. Contractor is responsible for its own connectivity to the Internet. e-Builder's response time is dependent on the Contractor's equipment, including processor speed, Internet access speed, etc., and current traffic on the Internet. The City will not be liable for any delays associated with the usage of e-Builder including, but not limited to slow response time, downtime periods, connectivity problems, or loss of information. The Contractor shall ensure connectivity to thee-Builder system whether at the home office or job site. Under no circumstances will the usage of e-Builder be grounds for a time extension or cost adjustment to the Agreement.
20.6 Data entered in a collaborative mode (entered with the intent to share as determined by permissions and workflows within thee-Builder system) by the City and the Contractor will be jointly owned.
20.7 Contractor is responsible for managing, tracking, and documenting the Services to comply with the requirements of this Agreement. The City's acceptance via automated system notifications or audit logs extends only to the face value of the submitted documentation and does not constitute a validation of the Contractor's submitted information.
20.8 At the City's sole discretion, project documents may be processed and distributed digitally over the internet or may be required to be presented in hard copy format.
Agreement with Koffler Electrical /Exhibit A- Scope of Services 1/26/23
20.9 While regular email may still be used for communication, when requested by the City, e-Builder shall be utilized as much as possible in connection with all document and information management required in the performance of projects where City has directed the use of e-Builder. Contractor shall be responsible for scanning or otherwise converting to electronic format all project submittals and Contractor correspondence, drawings, sketches, etc., and uploading them to the e-Builder website and shall be responsible for the validity of the information placed in e-Builder. The Contractor shall utilize the existing forms and processes in e-Builder to the maximum extent possible. If a required form does not exist in e Builder, the Contractor shall include a form of its own or one provided by the City (if available) as an attachment to a submittal or process. Documents and information to be submitted electronically include, but are not limited to:
20.9.1 Correspondence
20.9.2 Meeting Minutes
20.9.3 Submittals and Shop Drawings
20.9.4 Product Data, reports, certifications, etc. must be submitted in PDF. (If a sample can be scanned, it is requested that a scanned PDF copy be submitted with the sample.
20.9.5 Requests for Information (RFl's)
20.9.6 Submittals and Shop Drawings
20.9.7 Change Order requests and documentation, including record copies of change orders, proposals, and modifications.
20.9.8 Pay Applications
20.9.9 "Official" correspondence (such as letters) including informal correspondence, such as email.
20.9.10 Pre-Task Plans (PTPs)
20.9.11 Daily Construction Reports and other Daily Reports including Contractor Quality Control (CQC) Reports
20.9.12 All official reports, such as Commissioning reports
20.9.13 Notices and Claims
20.9.14 Operations and Maintenance Manuals
20.9.15 All Close-out documents, and
20.9.16 All testing results
Agreement with Koffler Electrical /Exhibit A - Scope of Services 1/26/23
20.10 Archive Copies: When requested by City, Contractor shall keep an archive copy of all digital data created by Contractor, or submitted to Contractor via e-mail, or resident on thee-Builder for the duration of the Project. Such data shall be available to City, and authorities with the jurisdiction (including funding agencies or representatives) on demand.
20.11 Should the City replace e-Builder with a different project management tool, Contractor, and subcontractors shall be required to utilize the new project management tool selected by the City.
SECTION 21. SHIPPING AND FREIGHT
21.1 Contractor shall be responsible for shipment and delivery of all required products and materials to City. All freight charges will be pre-paid by Contractor. All products and materials shall be entirely at Contractor's risk from the time they are placed in the possession of the carrier for shipment to/from City until final acceptance by the City. Contractor shall ensure that the products and materials are insured against "all risks" from the time the products and materials are placed in the possession of the carrier for shipment to/from City. Contractor will pack and ship all equipment in accordance with good commercial practices.
21.2 Contractor shall notify the City at least sixty (60) minutes prior to arrival of any deliveries to City. City will provide a contact name and phone number to the Contractor. The shipping location is:
City of Santa Clara - Donald Von Raesfeld Power Plant
850 Duane Avenue, Santa Clara, CA 95054
Agreement with Koffler Electrical /Exhibit A- Scope of Services 1/26/23
EXHIBIT B
SCHEDULE OF FEES AND PAYMENT PROVISIONS
SECTION 1. MAXIMUM COMPENSATION
The maximum compensation payable to Contractor during the Term of this Agreement shall not exceed the amount in Section 6 of the Agreement.
SECTION 2. RATES
Compensation under each Work Authorization and /or purchase order shall be in accordance with the rates set forth herein.
2.1 Rates. Contractor shall submit Proposals and invoice all Services at the rates listed in Appendix B1 attached and incorporated by reference.
2.2 Rates listed in Appendix B-1 (Rate Schedule) are fully burdened and will remain fixed for the first two (2) years of the Agreement.
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 by executing 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. Any and all reimbursable expenses related to each Work Authorization or Purchase Order shall be described in Contractor's Proposal as set forth in Section 8 of Exhibit A and accounted for in the total cost for each Proposal, Work Authorization, and Purchase Order, as applicable. 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 Services, (2) Contractor demonstrates that such expenses aren't included in the hourly rate where applicable, (3) such expenses were approved in advance pursuant to Section 8 of Exhibit A, (4) Contractor submits receipts, invoices, or other supporting documentation demonstrating that such reimbursable costs were incurred. Any reimbursement to the Contractor is limited to the expenses set forth below in the Reimbursable Expense Schedule.
Reimbursable Expense Schedule Mark Up
1. The cost of mailing, shipping and/or delivery of any No Markup documents or materials.
2. The cost of photographing, printing, reproducing No Markup and/or copyinq anv documents or materials.
Agreement with Koffler Electrical /Exhibit B - Schedule of Fees and Payment Provisions Page 27 of 41 1/26/23
Reimbursable Expense Schedule Mark Up
3. Charges for outside services and materials (including Not to exceed 15% subcontractor fees, equipment, and facilities not
furnished directly by Contractor) .
4. Other reimbursable expenses with prior written No Markup approval from the City
5. Allowable mileage will be charged at the prevailing No Markup IRS rate per mile .
6. Unless approved in writing (e-mail acceptable) in No Markup advance , meals , lodging , and related per diem shall
not exceed the rates outlined by United States
General Services Administration (GSA).
httgs://www .gsa .gov/travel-resources . Airfare or
rental car , where applicable shall be at economy
rates.
SECTION 3. PAYMENT PROVISIONS
3.1 Time and Material. For As-Needed Services authorized to be paid on a time and material basis , Contractor shall provide an invoice to the City on a monthly basis for services completed in the preceding month, pursuant to the rates listed in Table B1 in Appendix B1. The invoice must include the following information:
3.1.1 Invoice Number, Purchase Order Number , 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 .
3.1.3 Each invoice shall provide sufficient detail for City to verify that the rates listed in Table B1 are charged. Additionally , invoices shall include sufficient detail to allow for accurate compa rison with certified payroll submittals .
3.2 Fixed Price. For As-Needed Services authorized to be paid on a fixed price basis , Contractor shall provide an invoice to the City based on either (a) the percentage of services completed during the previous month or (b) a lump sum amount upon the completion of deliverable(s), as specified in the Purchase Order . Invoices must include the following information:
3.2.1 Invoice Number , Purchase Order Number , and Invoice Period.
3.2.2 Detailed information on the work performed on each deliverable or task completed on each project , as applicable .
3.2.3 Contractor shall not invoice labor costs subject to prevailing wages in advance of performing the applicable services.
Agreement with Koffler Electrical /Exhibit B - Schedule of Fees and Payment Provisions Page 28 of 41 1/26/23
3.2.4 With regard to milestone payments, Contractor shall invoice each milestone payment in full. Contractor shall not split milestone payments into multiple invoices.
3.3 Pre-Payment. City shall not be required to pay a deposit or any other form of pre payment prior to Contractor beginning work.
3.4 Payment Limited to Satisfactory Completion of the Services. Contractor is not entitled to any payments until the City concludes that the Services and/or furnished deliverable(s) have been satisfactorily performed.
3.5 Recalculation. The City may recalculate and pay invoices based on the rates established in this Agreement.
3.6 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.
3.7 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.
3.8 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.
Agreement with Koffler Electrical /Exhibit B - Schedule of Fees and Payment Provisions Page 29 of 41 1/26/23
APPENDIX 8-1
RA TE SCHEDULE
SECTION 1. RA TES
Contractor shall charge, and the City shall pay for actual services rendered and authorized according to the process outlined in Section 8 of Exhibit A The rates applicable for the Services are listed below in Table B1.
In cases where services are required but not listed below, Contractor shall submit rates for approval by the City in advance, in writing before performing the Services. For avoidance of doubt, any changes to the rates in Table B1 must be authorized in accordance with Section 2.2 of Exhibit B. Rate changes are not permitted as part of a Work Authorizations process.
Table 81: Rates
Straight Time Overtime Double Time
Labor Hourly Rate Hourly Rate Hourly Rate
Shop Services $160.00 $216.00 $272.00
Field Services
(Minimum of four (4)
hours per person from $245.00 $318.00 $391.00
the time of arrival at
the job site)
Services
Tractor Trailer For transportation of heavy equipment to/from the Contractor's San Leandro, CA office and to/from City locations:
(a) $1,200/roundtrip for trips scheduled between Monday and Friday, from 7 AM to 5 PM PST/PDT
(b) $2,350/roundtrip for trips scheduled between Monday and Friday after 5 PM PST/PDT, as well as on Saturdays and
Sundays
Pickup and Delivery Pickup and delivery of parts and light equipment to/from the Contractor's San Leandro, CA office and to/from City locations:
(a) Included at no cost Monday through Friday, between 7 AM to 5 PM PST/PDT
(b) $318 per hour applies between Monday and Friday after 5 PM PST/PDT, as well as on Saturdays and Sundays
Agreement with Koffler Electrical /Appendix B1 - Rate Sheet Rev. 07-01-18
Onsite Crane Services (a) $1,300 for the first four (4) hours between Monday and (Includes both Friday, from 7 AM to 5 PM PST/PDT. For additional hours, an equipment and extra fee of $245 per hour applies. lf the additional hours fall operator with a 4-hour under Overtime, an extra fee of $318 per hour applies. If the minimum from the time additional hours fall under Double Time, an extra fee of $391 of arrival at the job per hour applies.
site) (b) $2,100 for the first (4) hours on Saturdays, Sundays, and U.S. Federal Holidays. For additional hours, an extra fee of $318 per hour applies. If the additional hours fall under Double Time, an extra fee of $391 per hour applies.
Parts
Parts manufactured by Contractor shall be at agreed upon price. Parts from the original equipment manufacturer shall be at Contractor's actual cost plus 15% markup.
SECTION 2. TRANSPORTATION
Contractor shall ensure that the products and equipment are insured against "all risks" from the time they are placed in the possession of the Contractor for shipment to/from the City until received by the City.
SECTION 3. DEFINITIONS
The following definitions apply to the rates listed in Table 81:
3.1 "Straight Time" means the first eight (8) hours worked between Monday and Friday, excluding U.S. Federal Holidays.
3.2 "Overtime" means the:
3.2.1 hours worked in excess of eight (8) hours, from Monday through Friday; or
3.2.2 first eight (8) hours worked on Saturdays.
3.3 "Double Timen means the:
3.3.1 hours worked in excess of twelve (12) hours from Monday through Friday; or
3.3.2 hours worked in excess of eight (8) hours on Saturdays; or
3.3.3 hours worked during U.S. Federal Holidays; or
3.3.4 hours worked on Sundays.
Agreement with Koffler Electrical /Appendix 81 - Rate Sheet Rev. 07-01-18
EXHIBITC
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:
1. COMMERCIAL GENERAL LIABILITY INSURANCE
1.1. 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
1.2. 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.
1.3. 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:
1.3.1. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
1.3.2. There shall be no cross-liability exclusion which precludes coverage for claims or suits by one insured against another; and
1.3.3. 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.
2. 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, Agreement with Koffler Electrical /Exhibit C - Insurance Requirements Rev. 07-01-18
Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.
3. WORKERS' COMPENSATION
3.1. 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.
3.2. 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).
3.3. 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.
4. 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.
5. 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.
5.1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85, or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.
5.2. 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 Agreement with Koffler Electrical /Exhibit C - Insurance Requirements Rev. 07-01-18
insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.
5.3. Cancellation.
5.3.1. 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.
5.3.2. 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.
5.4. 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 1 through 4 of this Exhibit C, above.
6. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:
6.1. 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.
6.2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of Agreement with Koffler Electrical /Exhibit C - Insurance Requirements Rev. 07-01-18
complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.
6.3. 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.
7. 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.
8. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Upon City's request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements.
Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be e-mailed to: [email protected].
9. 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 Koffler Electrical /Exhibit C - Insurance Requirements Rev. 07-01-18
EXHIBIT D
LABOR COMPLIANCE
This Agreement is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.
A. Prevailing Wage Requirements
1. Contractor shall be obligated to pay not less than the General Prevailing Wage Rate, which can be found at www.dir.ca.gov and are on file with the City Clerk's office, which shall be available to any interested party upon request. Contractor is also required to have a copy of the applicable wage determination posted and/or available at each job site.
2. Specifically, contractors are reminded of the need for compliance with Labor Code Section 1774-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811-1813.
3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required.
Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov.
4. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed on the project as an apprentice and receive the applicable apprenticeship prevailing wage rates. Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.
5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. Contractors shall submit certified payroll through LCP Tracker or similar system as directed by the City. The term "certified payroll" shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any Agreement with Koffler Electrical /Exhibit D - Labor Compliance Rev. 07-01-18
additional documentation requested by the City or its designee including, but not limited to: certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.
6. In addition to submitting the certified payrolls and related documentation to City, Contractor and all subcontractors shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and/or final payment.
7. No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1 (a)].
8. No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Contractors MUST be a registered "public works contractor" with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.
9. All contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a "public works contractor". Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.
10. Should any contractor or subcontractors not be a registered public works contractor and perform work on the project, Contractor agrees to fully indemnify the City for any fines assessed by the California Department of Industrial Relations against the City for such violation, including all staff costs and attorney's fee relating to such fine.
11. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
B. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Exhibit shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Agreement with Koffler Electrical /Exhibit D - Labor Compliance Rev. 07-01-18
Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor's address indicated for receipt of notices in this Agreement.
C. Enforcement
1. City shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et seq., City may continue to hold sufficient funds to cover estimated wages and penalties under the Agreement.
2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.
3. The City is not obligated to make any payment due to Contractor until Contractor has performed all of its obligations under these provisions. This provision means that City can withhold all or part of a payment to Contractor until all required documentation is submitted. Any payment by the City despite Contractor's failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of this Exhibit.
4. City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements. These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.
Agreement with Koffler Electrical /Exhibit D - Labor Compliance Rev. 07-01-18
EXHIBIT E
SAMPLE WORK AUTHORIZATION FORM
This work authorization ("Work Authorization") is made pursuant to the Agreement for Service between the City of Santa Clara and Contractor ("Agreement"). This Work Authorization is governed by the provisions of the Agreement and is hereby incorporated into the Agreement by reference. All Services are subject to the terms and rates included in the Agreement. In the event of any inconsistency between the terms and conditions of the Work Authorization and the Agreement, the terms and conditions of the Agreement shall govern and control.
PART A: GENERAL INFORMATION
WORK AUTHORIZATION [J Original
NUMBER: [J First Revised
Contract No. [J Second Revised
[J Other
Contractor Name/Address:
Expiration Date of Agreement:
Contractof s Project Manager: Name: Email:
City's Project Manager Name: Email:
Period of Performance for this Start Date: Expected Completion Date:
Work Order:
Maximum Compensation of Agreement:
Previously Committed Funds:
Available Funds
Maximum Compensation for this Work Authorization
Remaining Available Funds
Sufficient funds are available in Fund#:
(to be completed by City)
Contractor Representative Name (Print)
Contractor Representative Signature
Contractor Representative Signature Date
City Project Manager Name (Print)
Authorized City Representative (Print)
City Representative Signature
Citv Representative Signature Date
* Authorized City Representatives include Electric Utility Assistant Director, Chief Electric Utility Ooerating Officer, Chief Electric Uti!itv Officer
Agreement with Koffler Electrical /Exhibit E - Sample Work Authorization Rev. 07-01-18
PART B: SERVICES TO BE PERFORMED
1. REVISED WORK AUTHORIZATION
0 No
D If yes, provide a brief description of the change(s).
2. SCOPE OF SERVICES TO BE PERFORMED
The Contractor shall perform the service(s) described below in accordance with all of the terms and conditions of the Agreement. (Insert a detailed scope of work below or attach as a separate file.) Scope of Services and cost proposal shall meet all of the provisions of Section 8 of Exhibit A
3. COMPENSATION
a. Basis of Compensation: D Time & Materials D Fixed Fee b. Reimbursable Expenses:
0 No expenses are reimbursable.
D Expenses are separately reimbursable in the maximum amount of:
c. Payment Schedule:
D Monthly O Completion of Deliverable/Milestone D Completion of Work d. Payment Terms. Provide payment terms below or attach as a separate file. *Payment for on-site labor may not be paid in advance. On-site labor shall not be invoiced until completed and Customer will not make payment until certified payroll is approved.
4. LIQUIDATED DAMAGES
D Liquidated Damages do not apply.
D Liquidated Damages apply as follows:
Agreement with Koffler Electrical /Exhibit E - Sample Work Authorization Rev. 07-01-18
It is mutually agreed by Contractor and City that, in event completion of the Services to be provided by the Contractor under this Agreement is delayed beyond ________ _ 20_, City will suffer
damages and will incur other costs and expenses of a nature and amount which is difficult or impractical to determine. The Parties agree that by way of ascertaining and fixing the amount of damages, costs and expenses, and not by way of penalty, Contractor shall pay to City the sum of _______________ dollars($ _____ ~ per day in liquidated damages to a cap of ____ . Contractor agrees that City may deduct the amount of said unpaid damages from any money due or that may become due to Contractor under this Agreement.
Notwithstanding the foregoing both Parties understand and agree that no liquidated damages shall accrue for delivery delays due to any modification of the work scope, for delays caused by or attributable to the City, for delays caused by or attributable to third parties not under the direct control of Contractor or any force majeure event during the period of service of this Work Authorization.
Such liquidated damages shall be the City's sole and exclusive remedy for Contractor's failure to meet the agreed delivery schedule.
5. ACCEPTANCE CERTIFICATE
D Acceptance Certificate not required.
D Acceptance Certificate required.
Agreement with Koffler Electrical /Exhibit E - Sample Work Authorization Rev. 07-01-18
Ebix Insurance No. S200000423
AMENDMENT NO. 1
TO THE AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
KOFFLER ELECTRICAL MECHANICAL APPARATUS REPAIR, INC.
PREAMBLE
This agreement ("Amendment No. 1 ") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Koffler Electrical Mechanical Apparatus Repair, Inc. a California corporation, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties."
RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for Services Between the City of Santa Clara, California, and Koffler Electrical Mechanical Apparatus Repair, Inc.," dated July 24, 2023 (Agreement) for the purpose of having Contractor provide comprehensive motor and pump maintenance and repair services; and
B. The Parties now wish to amend the Agreement to increase the maximum compensation.
NOW, THEREFORE, the Parties agree as follows:
AMENDMENT TERMS AND CONDITIONS
1. Section 6 of the Agreement, entitled "COMPENSATION AND PAYMENT' is amended to read as follows:
"In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES AND PAYMENT PROVISIONS." The maximum compensation of the Term of this Agreement is one million dollars ($1,000,000) subject to budget appropriations, which includes all payments that may be authorized for the Services and expenses, supplies, materials and equipment required to perform the Services including tax. All Services performed or materials supplies, and equipment provided in excess of the maximum compensation shall be at Contractor's expense."
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.
Amendment No. 1 to Agreement/*insert Contractor's name
Rev. 10/25/19
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
Dated: Approved as to Form: --------------
GLEN R. GOGGINS
City Attorney
JOVAN D. GROGAN
City Manager
"CITY"
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax : (408) 241-6771
KOFFLER ELECTRIC MECHANICAL APPARATUS REPAIR, INC.
a California corporation
Dated : /- o>-Z Y
By (Signature): · ~ /4 ~ ~
Name: R~nAnders~
Title: Chief Financial Officer
Principal Place of 527 Whitney Street
Business Address: San Leandro, CA -----~------------
Em a i I Address: [email protected]
Telephone: (510) 567-0630
Fax: (510) 567-0636
"CONTRACTOR"
Amendment No. 1 to Agreement/Koffler Electrical Mechanical Apparatus Repair, Inc.
Rev. 10/25/2019
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-30 Agenda Date: 3/5/2024
REPORT TO COUNCIL
SUBJECT
Action on Amendment No. 1 to an Agreement for Services with Aspen Environmental Group to Provide As-Needed Consultant Services for Electric Rate and Fee Analysis for Silicon Valley Power
COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure
BACKGROUND
On October 13, 2020, the City Council approved an Agreement for Services (Agreement) with Aspen Environmental Group (Aspen) to provide as-needed electric fee and rate analysis services. The Agreement resulted from a competitive formal procurement process published on the City’s e- procurement system.
Aspen’s services include applying rate schedules and developing fees in complex configurations, typically involving service to Silicon Valley Power’s (SVP) largest customers; resolving unique billing and meter issues; monitoring market developments that may affect SVP’s cost, rate structure or rate levels; and preparing rate-related analyses, reports, and presentations.
The Agreement with Aspen has a maximum compensation of $450,000, an initial five-year term effective through October 31, 2025, plus five one-year options to extend the term through October 31, 2030.
DISCUSSION
Since the Agreement was executed with Aspen, Aspen has supported SVP by helping to conduct important analysis on SVP’s electric rates and fees. On account of recent extraordinary increased costs for fuel, materials, equipment, and labor, SVP has leaned more heavily on Aspen to analyze their impact on SVP’s rate and fee structure. Aspen also performs analysis and maintenance of meter data collected from the field for billing reports that identify anomalies prior to bill issuance. In addition, Aspen conducts rate/cost analyses and analytics on data to support long-range and short- range budgetary planning. Given the various unique factors impacting electric power costs and rates, SVP relies on Aspen’s expertise to ensure that rate revenues are adequate to fund its costs of service.
The proposed Amendment No. 1 extends the term of the Agreement through October 31, 2027, and increases the maximum compensation by $200,000, for a revised not-to-exceed maximum compensation amount of $650,000. This increase in the maximum compensation includes additional services due to the unanticipated higher demand and increase to the rates consistent with the price escalation provision in the Agreement.
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24-30 Agenda Date: 3/5/2024
As part of this Report, staff is requesting authority to further increase the maximum compensation by $350,000 for a not to exceed amount of $1,000,000 during the term of the Agreement. Assuming all options are exercised, the agreement would be effective through October 31, 2030.
ENVIRONMENTAL REVIEW
This action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to section 15060©(2) of Title 14 of the California Code of Regulations as these financial consulting services will not result in a direct or reasonably foreseeable indirect physical change in the environment.
FISCAL IMPACT
The total cost of the agreement including Amendment No. 1 is $650,000 over a seven-year period.
Sufficient funds are available in the Electric Utility Operating Fund in the FY 2023/24 and FY 2024/25 Adopted Operating budget.
Funding for future years will be included in future proposed operating budgets through the 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 with Aspen Environmental Group, for as-needed electric fee and rate analysis services to increase the maximum compensation by $200,000, for a revised not-to-exceed maximum compensation amount of $650,000, and extend the agreement through October 31, 2027, funded by the Electric Utility Operating Fund; and
2. Authorize the City Manager to take any actions as necessary to implement and administer the Agreement, including negotiate and execute amendments to (a) extend the Agreement through October 31, 2030, (b) add or delete services consistent with the scope of services, (c) increase the rates pursuant to the Agreement’s price escalation provisions, and (d) increase the maximum compensation to an amount not-to-exceed $1,000,000, subject to budget appropriations and review and approval as to form by the City Attorney.
Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jovan D. Grogan, City Manager
ATTACHMENTS
1. Agreement for Services with Aspen Environmental Group
2. Proposed Amendment No. 1 to Agreement for Services with Aspen Environmental Group City of Santa Clara Printed on 3/1/2024Page 2 of 2
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
20-762 Agenda Date: 10/13/2020
REPORT TO COUNCIL
SUBJECT
Action on an Agreement for Services with Aspen Environmental Group to Provide As-needed Electric Rate and Fee Analysis Consultant Services [Council Pillar: Deliver and Enhance High Quality Efficient Services and Infrastructure]
BACKGROUND
Silicon Valley Power (SVP) requires a consultant to provide as-needed Electric Fee and Rate Analysis Services. The required services include, but are not limited to, applying rate schedules and developing fees in complex configurations, typically involving service to SVP’s largest customers; resolving unique billing and meter issues; monitoring market developments that may affect SVP’s cost, rate structure or rate levels, and preparing rate-related analyses, reports and presentations.
Since November 2019, SVP has leveraged a cooperative agreement established by the Northern California Power Association (NCPA). The agreement was solicited on behalf of all of its members and provides integrated energy analysis and planning services. The NCPA agreement will expire on October 31, 2020. It is important to have an agreement in place as SVP has an ongoing need for rate and fee analysis services. Additionally, the department prefers to manage a contract directly rather than utilize a cooperative agreement.
DISCUSSION
In June 2020, the City issued a Statement of Qualifications (SOQ) for as-needed electric rate and fee analysis consultant services, using the City’s e-procurement system. A total of 72 companies viewed the SOQ and the City received proposals from five companies:
· Aspen Environmental Group (Sacramento, CA)
· Energy and Environmental Economics, Inc. (San Francisco, CA) · GDS Associates, Inc., dba EES Consulting (Marietta, GA) · TriStem Ltd. (Robinson, TX)
· United Financial Solutions, LLC (Holland, MI)
Evaluation:
A three-member evaluation team was formed to evaluate the proposals. Each team member independently evaluated and scored the proposals.
Proposal Responsiveness: Staff determined all proposals were responsive and met the initial pass/fail review of the stated minimum qualifications.
Firm Qualifications (20% weight):
The qualifications of each proposer were evaluated, including their approach to providing electric rate and fee analysis services.
City of Santa Clara Printed on 10/15/2020Page 1 of 3
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20-762 Agenda Date: 10/13/2020
Staff Qualifications (20% weight): The panel evaluated the relevant professional and educational backgrounds of each proposer’s key staff.
Experience (35% weight): Each proposer’s experience was considered including number of years providing electric rate and fee analysis services consultant services at agencies similar to the City of Santa Clara.
After preliminary scoring, TriStem and United Financial Services were eliminated from further consideration.
Cost (25% weight): Cost proposals from the three finalists were opened and scored at the end of the preliminary proposal evaluation.
The evaluation results are summarized in the table below.
Criteria Maximum
Points
Aspen
Environmental
Energy and
Environmental
EES
Consulting
Firm Qualifications 20 18 17 16
Staff Qualifications 20 18 16 16
Experience 35 33 28 27
Cost 25 25 12 21
Total Score 100 94 73 80
Award Recommendation: Staff recommends award of Agreement to Aspen Environmental Group as the most advantageous and best value proposal per the evaluation criteria set forth in the SOQ.
Their proposal met or exceeded all of the SOQ specifications, and their solution was rated superior in the following key areas:
· Broad knowledge on California electric utility rates and municipal fees; · Previous experience with other utilities in the Bay area; and · Extensive knowledge of SVP’s rate schedules and fees.
References were checked with Alameda Municipal Power (Alameda, CA), Peninsula Clean Energy (Redwood City, CA), Healdsburg Electric Department (Healdsburg, CA). The references checked positive.
Notice of Intended Award:
A Notice of Intended Award (NOIA) announcing the City’s recommended vendor was published on August 21, 2020.
Term of Agreement:
The initial term of the proposed Agreement will be for five years. After the initial term, the City may exercise up to five one-year options to extend the Agreement.
Summary of Agreement:
The Agreement with Aspen Environmental Group includes provision of all labor and technical expertise to provide as-needed electric rate and fee analysis consultant services.
City of Santa Clara Printed on 10/15/2020Page 2 of 3
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20-762 Agenda Date: 10/13/2020
The initial term of the agreement will be for five years, ending October 31, 2025, with up to five one- year options to renew the agreement.
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 initial term of the proposed agreement for services with Aspen Environmental Group is for five years from November 1, 2020 through October 31, 2025 for a not-to-exceed amount of $450,000.
Funding for year one of the agreement is available in the Adopted FY 2020/21 Operating Budget, Electric Utility Fund. Funding in the out years is subject to budget appropriations and will be considered as part of the budget development process in those years.
The cost for the option years after the initial five-year term shall be based on renewal quotes from Aspen and any requests for compensation increases must be justified by the company and are subject to approval by the City and the annual appropriations of funds. Increases shall not exceed 3% escalation cap per year.
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]> .
RECOMMENDATION
1. Authorize the City Manager to execute an Agreement for Services with Aspen Environmental Group for as-needed electric rate and fee analysis consultant services, for a term starting on or about November 1, 2020 and ending on or about October 31, 2025 for a total maximum amount not-to-exceed of $450,000, subject to the annual appropriation of funds; and
2. Authorize the City Manager to execute up to five one-year options to extend the term of the Agreement after the initial term, ending October 31, 2030, assuming all options are exercised, and subject to the annual appropriation of funds.
Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Deanna J. Santana, City Manager
ATTACHMENTS
1. Agreement for Services
City of Santa Clara Printed on 10/15/2020Page 3 of 3
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- - --
Contract Number:
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[ Contract Effective Dale : Contract Expiration Date:
~ scription of Services: Safely Form II: No
Contact Information
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Contact Name: Peggy Scamaldo Misc:
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Phone Number: 8188575010 All Phone Number:
Fax Number:
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Approval Date:
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Rush: Yes
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Contract on File: No
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Certificate Received: No
Indemnification Agreement: No
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This Account created by 608 on 04/0712015.
EBIX Insurance No. *S200003205
AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
ASPEN ENVIRONMENT AL GROUP
PREAMBLE
This Agreement is entered into between the City of Santa Clara, a chartered California municipal corporation (hereinafter "City") and Aspen Environmental Group, A California Corporation (hereinafter "Consultant"). City and Consultant may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."
RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services";
B. Consultant represents that it, and its subconsultants, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.
The Parties agree as follows:
AGREEMENT TERMS AND CONDITIONS
1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Consultant shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:
Exhibit A - Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D - Notice of Exercise of Option to Extend Agreement This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, Agreement with Aspen Environmental Group
Rev. 07-01-18
whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.
2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the Initial Term of this Agreement shall begin on November 1, 2020 and expire on October 31, 2025.
B. After the Initial Term, the City reserves the right, at its sole discretion, to extend the term of this Agreement for up to five (5) additional one-year terms through October 31, 2030 ("Option Periods"). City shall provide Consultant with no less than thirty (30) days prior written notice of its intention to exercise its option to extend the term of this Agreement.
3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Consultant shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.
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. QUALi FiCA TIONS OF CONSULT ANT- STANDARD OF CARE
Consultant represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Consultant's representations regarding its skills and knowledge. Consultant shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.
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 Agreement with Aspen Environmental Group
Rev. 07-01-18
accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement during the Initial Term is Four Hundred Fifty Thousand Dollars ($450,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Consultant's expense. Consultant shall not be entitled to any payment above the maximum compensation under any circumstance.
7. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days' prior written notice to Consultant.
B. Termination for Default. If Consultant fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Consultant.
C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Consultant will deliver to City all City information or material that Consultant has in its possession.
8. ASSIGNMENT AND SUBCONTRACTING
City and Consultant bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Consultant shall not hire subconsultants without express written permission from City.
Consultant shall be as fully responsible to City for the acts and omissions of its subconsultants, and of persons either directly or indirectly employed by them, as Consultant is for the acts and omissions of persons directly employed by it.
9. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.
10. INDEPENDENT CONTRACTOR
Consultant and all person(s) employed by or contracted with Consultant to furnish labor and/or materials under this Agreement are independent contractors Agreement with Aspen Environmental Group
Rev. 07-01-18
and do not act as agent(s) or employee(s) of City. Consultant has full rights to manage its employees in their performance of Services under this Agreement.
11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Consultant and all other written information submitted to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Consultant which is otherwise known to Consultant or becomes generally known to the related industry shall be deemed confidential.
12. OWNERSHIP OF MATERIAL
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 lime in its use of said material. However, Consultant shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.
13. RIGHT OF CITY TO INSPECT RECORDS OF CONSUL TANT
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Consultant for the purpose of verifying any and all charges made by Consultant in connection with Consultant compensation under this Agreement, including termination of Consultant. Consultant agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Consultant shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.
Consultant shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Consultant agrees to assist City in meeting City's reporting requirements to the State and other agencies with respect to Consultant's Services hereunder.
Agreement with Aspen Environmental Group
Rev. 07-01-18
Page4
14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Consultant agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Consultant pursuant to this Agreement - including claims of any kind by Consultant's employees or persons contracting with Consultant to perform any portion of the Scope of Services - and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.
B. Consultant's obligation to protect, defend, indemnify, and hold harmless in full City and City's employees, shall specifically extend to any and all employment-related claims of any type brought by employees, Consultants, subconsultants or other agents of Consultant, against City (either alone, or jointly with Consultant), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.
C. To the extent Consultant is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ("Act") and/or any other similar federal or state law, Consultant warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Consultant's responsibilities under the Act.
15. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Consultant shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.
16. WAIVER
Consultant agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City's review, 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 Aspen Environmental Group
Rev. 07-01-18
17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:
City of Santa Clara
Attention: Silicon Valley Power
1500 Warburton Avenue
Santa Clara, CA 95050
[email protected], [email protected], and manager@santaclaraca .gov
And to Consultant addressed as follows:
Aspen Environmental Group
Attention: Catherine Elder
8801 Folsom Boulevard , Suite 173
Sacramento, CA 95866
(916) 235-9390
[email protected]
The workday the e-mail was sent shall control the date notice was deemed given.
An e-mail transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.
18. COMPLIANCE WITH LAWS
Consultant shall comply with all applicable laws and regulations of the federal , state and local government, including but not limited to "The Code of the City of Santa Clara, California" ("SCCC"). In particular, Consultant's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060) , and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Consultant has read and agrees to comply with City's Ethical Standards (http://santaclaraca .gov/home/showdocument?id=58299 ).
19. CONFLICTS OF INTEREST
Consultant certifies that to the best of its knowledge, no City officer , employee or authorized representative has any financial interest in the business of Consultant and that no person associated with Consultant has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Consultant is familiar with the provisions of California Government Code section 87100 and Agreement with Aspen Environmental Group
Rev. 07-01-18
Page6
following, and certifies that it does not know of any facts which would violate these code provisions. Consultant will advise City if a conflict arises.
20. FAIR EMPLOYMENT
Consultant shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
21. NO USE OF CITY NAME OR EMBLEM
Consultant shall not use City's name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.
22. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.
23. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.
24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.
Agreement with Aspen Environmental Group
Rev. 07-01-18
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.
Approved as to Form:
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
C- ~
BRIAN DOYLE
City Attorney
"CITY"
\v DEANNpooANA
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
ASPEN ENVIRONMENTAL GROUP
A California Corporation
Dated: 9/25/2020
By (Sign~~:~~ :'#:e:~:a:~:•:s:te:g:~::D:e:1m:o:n:t:::'-·-============ Title: Chief Operating Officer
Principal Place of 8801 Folsom Boulevard, Suite 173
Business Address: Sacramento, CA 95866
Email Address: [email protected]
Telephone: (916) 235-9390
Fax: n/a - ---- --------- - - - -
"CONSUL TANT'
Agreement with Aspen Environmental Group
Rev. 07-01-18
1. GENERAL
EXHIBIT A
SCOPE OF SERVICES
1.1. Consultant shall provide as-needed rate and fee analysis consulting services.
1.2. Consultant shall assist Silicon Valley Power (SVP) with applying rate schedules and developing fees in complex configurations, typically involving service to SVP's largest customers.
1.3. Consultant shall assist SVP with efficiently and equitably identifying and resolving unique billing and service issues.
1.4. Consultant shall assist SVP with updating rules and regulations, and monitoring market developments that may affect SVP's cost, rate structure or rate levels.
1.5. Consultant shall assist SVP with rate and regulatory analysis involving natural gas service to SVP's gas-fired power plants.
1.6. Consultant shall prepare rate-related written analyses, reports and presentations.
1.7. Consultant shall provide advice and analysis regarding SVP's direct and indirect debt obligations, including potential changes to such obligations and any related impact to rate structures.
1.8. Consultant shall attend meetings with SVP staff as required.
1.9. Consultant shall perform other rate-related and ad-hoc tasks as directed.
2. REQUESTS FOR SERVICE
2.1. The City shall designate one or more SVP staff members to serve as the primary point(s) of contact for Consultant.
2.2. To request services, authorized SVP staff shall initiate a written service request, detailing the specific tasks, deliverables, and timeframe for completion. The authorized SVP staff shall send the written service request to the Consultant for review.
2.3. Consultant shall review the service request and provide a quote for the requested services.
2.4. At no time shall services begin until Consultant receives written authorization from the City.
Agreement with Aspen Environmental Group
Rev. 07-01-18
EXHIBIT B
SCHEDULE OF FEES
1. The maximum amount of compensation to be paid to Consultant during the Initial Term shall not exceed Four Hundred Fifty Thousand Dollars ($450,000). The Consultant shall be compensated for services provided at the rates listed in Table 81- Hourly Rates below.
Table 81 - Hourly Rates
Position Hourly Rate
Principal Associate $316/hour
Senior Consultant $177/hour
Senior Associate $166/hour
Project Controller $162/hour
Document Production $129/hour
2. Invoicing
2.1. Consultant shall submit to the City an invoice, in arrears, for payment for services petformed, pursuant to this Agreement.
2.2. Each invoice shall include a breakdown of the services petformed; the number of hours each Consultant employee worked (with hourly rates); and the total cost for the services provided.
2.3. If the City disputes an expense in an invoice, the City may deduct the disputed expense from the payment of that invoice, provided that the City submits to the Consultant a written explanation of why the expense is being disputed.
3. Payment to Consultant
3.1. The City shall review the invoice submitted by Consultant and within ten (10) working days of receipt of the invoice, the City shall notify Consultant of any discrepancies or deficiencies in said invoice.
3.2. If there are no discrepancies or deficiencies in the submitted invoice, City shall submit payment to Consultant within thirty (30) days of the date of the invoice.
Agreement with Aspen Environmental Group
Rev. 07-01-18
4. Renewal Period Compensation
4.1. Pursuant to Section 2.B of the Agreement, the City reserves the right to extend the term of this Agreement for five (5) additional one-year terms ("Option Periods") for ongoing as-needed rate and fee analysis services.
4.2. The Consultant may request adjustments to the compensation rates prior to the start of each one-year option to renew the Agreement. The Consultant must demonstrate to the satisfaction of the City that a price increase is warranted. Price adjustments are subject to City's approval. Increases shall be tied to the appropriate CPI/PPI, and shall not exceed 3% annually.
Agreement with Aspen Environmental Group
Rev. 07-01-18
EXHIBITC
INSURANCE REQUIREMENTS
Without limiting the Consultant's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Consultant shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury
2. Exact structure and layering of the coverage shall be left to the discretion of Consultant; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.
3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Consultant to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
b. There shall be no cross-liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.
In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated Agreement with Aspen Environmental Group
Rev. 07-01-18
wastes and/or hazardous or regulated materials, Consultant and/or its subconsultants involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.
C. WORKERS' COMPENSATION
1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accidenUBodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.
2. The indemnification and hold harmless obligations of Consultant included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Consultant or any subconsultant under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).
3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.
D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Consultant. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney's Office.
E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Consultant's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 Agreement with Aspen Environmental Group
Rev. 07-01-18
2. or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.
Primary and non-contributing. Each insurance policy provided by Consultant shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Consultant's insurance.
3. Cancellation.
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.
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.
F. ADDITIONAL INSURANCE RELATED PROVISIONS
Consultant and City agree as follows:
1. Consultant agrees to ensure that subconsultants, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Consultant, provide the same minimum insurance coverage required of Consultant, except as with respect to limits. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Consultant agrees that upon request by City, all agreements with, and insurance compliance Agreement with Aspen Environmental Group
Rev. 07-01-18
documents provided by, such subconsultants and others engaged in the project will be submitted to City for review.
2. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this Agreement Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.
3. The City reserves the right to withhold payments from the Consultant in the event of material noncompliance with the insurance requirements set forth in this Agreement
G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Consultant, and each and every subconsultant (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement Consultant shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.
H. EVIDENCE OF COMPLIANCE
Consultant or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement Upon City's request, Consultant shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:
EBIX Inc.
City of Santa Clara, Parks and Recreation 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]
Agreement with Aspen Environmental Group
Rev. 07-01-18
Page4
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Consultant shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.
Agreement with Aspen Environmental Group
Rev. 07-01-18
EXHIBITD
NOTICE OF EXERCISE OF OPTION TO EXTEND AGREEMENT
AGREEMENT TITLE:
CONTRACTOR:
DATE:
(Date the notice is sent must be consistent with the time for exercise set forth in Agreement) Pursuant to Section 2B of the Agreement referenced above, the City of Santa Clara hereby exercises its option to extend the term under the following provisions:
I OPTION NO. #of#
NEW OPTION TERM
I Begin date:
End date:
□ CHANGES IN RATE OF COMPENSATION
I Percentage change in CPI upon which adjustment is based:
Pursuant to Section _ of the Agreement the rates of compensation are hereby adjusted as follows:
(use attachment if necessary)
I MAXIMUM COMPENSATION for New Option Term:
For the option term exercised by this Notice, City shall pay Contractor an amount not to exceed the amount set forth above for Contractor's services and reimbursable expenses, if any. The undersigned signing on behalf of the City of Santa Clara hereby certifies that an unexpended appropriation is available for the term exercised by this Notice, and that funds are available as of the date of this signature.
Approved as to Form:
BRIAN DOYLE
City Attorney
Agreement with Aspen Environmental Group
Rev. 07-01-18
Dated:
DEANNA J. SANTANA
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
Amendment No. 1 to Agreement/Aspen Environmental Group Page 1 Rev. 10/25/19
Ebix Insurance No. S200003205
AMENDMENT NO. 1
TO THE AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
ASPEN ENVIRONMENTAL GROUP
PREAMBLE
This agreement (“Amendment No. 1”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Aspen Environmental Group a California corporation, (Consultant). City and Consultant may be referred to individually as a “Party” or collectively as the “Parties.”
RECITALS
A. The Parties previously entered into an agreement entitled Agreement for Services Between the City of Santa Clara, California, and Aspen Environmental Group, dated October 21, 2020 (Agreement) for the purpose of having Consultant provide as-needed rate and fee analysis consulting services; and B. T he Parties now wish to amend the Agreement to update the scope to add a work authorization process, update rates, clarify annual rate increases, and increase the maximum compensation.
NOW, THEREFORE, the Parties agree as follows:
AMENDMENT TERMS AND CONDITIONS
1. Section 1 of the Agreement shall be amended to read as follows:
“1. The documents forming the entire Agreement between City and Consultant shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference.
Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
Exhibit D – Sample Work Authorization Form
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 Amendment No. 1 to Agreement/Aspen Environmental Group Page 2 Rev. 10/25/2019
understandings, whether oral or written. In the event of any inconsistency between the provisions of any of all Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.”
2. Section 2 – TERM OF AGREEMENT is hereby 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 Initial Term of this Agreement
shall begin on November 1, 2020, and expire on October 31, 2027.”
3. Section 6 – COMPENSATION AND PAYMENT is hereby amended to read as follows:
“In consideration for Consultants’ complete performance of Services, City shall pay Consultant in
accordance with Exhibit B, entitled “SCHEDULE OF FEES
AND PAYMENT
PROVISIONS.” The maximum compensation of this Agreement is six hundred fifty thousand dollars ($650,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies,
materials and equipment required to perfor m the Services including
any taxes. All Services performed or supplies, materials and equipment provided in excess of the maximum compensation shall be at the Consultant’s expense. Consultant shall
not be entitled to any payment above the maximum
compensation under any circumstance.”
4. Section 3 – WORK AUTHORIZATION PROCESS is hereby added to Exhibit A to read
as follows:
3.1 City
does not give any guarantee to Consultant that City will select Consultant for the p erformance of any Work Re quest or any other Services. If City selects Con sultant to perform a Work Request , Consultant shall p erform the services in t his Exhibit A but only to the extent detailed in the Work Authorization and Purchase Order.
3.2 W
ork Request : When as -needed rate and fee analysis consulting Services are required, SVP will notify Consultant to provide a proposal for Services. SVP will prov ide a desc ription of the Services required, the basis of award, the deadline f or response, and any other re levant information (Work Request).
3.3 Proposal: Consultant shall prepare and submit a proposal (Proposal) that includes:
3.3.1 The specific se rvice(s) to be p erformed. Detail of the s ervices should have a level of detail reflective of the scope, timeline, and cost of the specific project.
3.3.2 A work plan that includes a detailed description by task of the services to be performed.
Amendment No. 1 to Agreement/Aspen Environmental Group Page 3 Rev. 10/25/2019
3.3.3 A project timeline/schedule.
3.3.4 A list of Consultant’s personnel and subconsultants.
3.3.5 Any required drawings or documents.
3.3.6 A list of City responsibilities.
3.3.7 An itemized cost proposal showing:
3.3.7.1 H ours and hourly rates by position as listed in Exhibit B for Consultant.
3.3.7.2 Reimbursable expenses, in a ccordance wit h the limitations set forth in Exhibit B.
3.3.7.3 Any additional costs including, but not limited to freight, permits, fees.
3.3.7.4 All submitted pricing s hall be in accordance with the rates author ized in Exhibit B of this Agreemen t and
the Proposal shall include sufficient information for the City to determine that rates are in accordance with the Agreement.
3.3.7.5 Cost for any additional equipment, parts, materials, or services required for completion of services as
detailed in the W ork Request and in Consultant’s
Proposal but no t reflected in the Consultant’s cost
proposal shall be the sole responsibility of the
Consultant and at no cost to the City.
3.3.8 The City will review the Proposal, and may elect to approve it, reject it, or use it as a basi s for furthe r negotiations with Consultant. Consultant must submit a revised Proposal to the Amendment No. 1 to Agreement/Aspen Environmental Group Page 4 Rev. 10/25/2019
City based upon such negotiations. The final proposal shall include a clear breakdown of materials and labor.
3.4 Work Authorization:
3.4.1 If the completion of the services in the Proposal will not result in total c osts under this Agreement exceed ing the maximum compensation in Section 6 of the Agreement , ( when combined with all previously authorized Services), the City may authorize the proposed services as set forth in this Section.
3.4.2 To authorize work, the City and Consultant shall execute a Work Authorization in substantially the same format as Exhibit D. Each Work Authorization shall describe the proposed s ervices and deliverables the Consultant must prov ide, the time limit within which the Consultant must complete the proposed service and deliverables, and the compensation for the services.
3.4.3 Subject to the terms and conditions of this Agreement, Consultant and Ci ty will negotiate th e specific scope and req uirements of each Work Authorization. Upon execution by the Parties, the Work Authorization shall become an Approved Work
Authorization.
3.4.4 Each Approv ed Work Authorization shall have a pu rchase order attached to it. A Purchase Or der ( “Purchase Order ”) is a document issued by the City of Santa Clara Finance Departm ent which will reference th e terms and conditions of t his Agreement and serves and final approval for each Approved W ork
Authorization.
3.4.5 Only the Assi stant Di rector of the Electric Utility, Electric Utility Chief Oper ating Officer, or Chief Electric Utility Offi cer may, on behalf of the City, execute a Work Authorization. Purchase orders are issued by the Finance Department.
3.4.6 Consultant sh all not initiate th e additional services and the City will not compensate the Consultant until the City has executed the Work Authorization for such additional services where applicable (“Approved Work Authorization”) and issued a Purchase Order.
3.5 Changes to Work Authorization:
3.5.1 Consultant shall notify the City immediately when a situation occurs that may result i n a change to the total project cost or specific line items in a n Approved Work A uthorization or Purchase Order . Consultant sh all provide the reason for the change specific to each Approved Work Authorization or
Purchase Order.
Amendment No. 1 to Agreement/Aspen Environmental Group Page 5 Rev. 10/25/2019
3.5.2 Consultant shall no t be entitled t o ad ditional compensation for issues such as errors in calculation of original pric ing, changes in staff, or other changes that are not directly related to changes requested by City.
3.5.3 In the event t hat unanticipated site conditions or other issue s result in c osts that exceed total of the Approved Work Authorization or changes to line items in an Approved Work Authorization or in the Purchase Order, Consultant shall submit to the City an updated Proposal for review and appr oval from the City in advance of performing any additional required services. If accept ed, t he Cit y will issue a new or amended Work Authoriz ation and changed Purchase Order to authorize such additional services. Each changed Work Authorization and Purchase Order shall amend the Services and be inc orporated into the Services by reference.
3.5.4 Consultant shall not initiate the additional services associated with changes and the City will not compensate the Consultant until the City has executed the Work Authorization f or s uch additional services where applicable (“Approved Work
Authorization”) and is sued a Purchase Order or changed Purchase Order.
3.6 Proposals, pricing and quotes are not confi dential and will n ot be tr eated as confidential even if marked confidential when submitted.
3.7 An Approved Work Authorization must be consis tent with – and cannot alter – the items and conditions of this Agreement. The terms and conditions of this Agreement shall prevail over any and all terms and conditions contained in an Approved Work Authori zation – even if the Approved Work Authorization expressly states that it is intended to control.
Any conflicting terms and conditions in an Approved Work Authorization are invalid and unenforceable.
3.8 Each Approved Work Authorization and Purchase Order including those authorized prior to execution of this Amendment No. 1 shall be incorporated into the Agreement by reference and subject to its terms and conditions and the Services contained therein shall be included within the Services.
3.9 If Consultant begins the Services or fails to di spute a Purchase Order within three (3) business days, Consultant is assumed to have accepted the terms of the Purchase Order.
3.10 The City (through the individuals listed in Section 3.4.5 or, in the case of Purchase Orders, the Finance Department) may terminate an Approved Work Order or Purchase Order for convenience with ten ( 10) days prior written notice to Consultant. In such event, the Consultant shall have no Amendment No. 1 to Agreement/Aspen Environmental Group Page 6 Rev. 10/25/2019
further rights hereunder, except that Consultant shall be paid for all Services adequately rendered prior to such termination.
3.11 Consultant shall not initiate any project assignment that will result in costs exceeding the compensation in the Agreement or are anti cipated to extend past the term of this Agreement.
3.12 S VP shall not be required to pay a deposi t or any other form of pre- payment prior to the Consultant beginning work.”
3 Exhibit B – SCHEDULE OF FEES AND PAYMENT PROVISIONS shall be amended and replaced with the attached Exhibit B – SCHEDULE OF FEES AND PAYMENT PROVISIONS – AMENDED JANUARY 15, 2023, which is hereby incorporated into the Agreement by reference.
4 Exhi bit D – Notice of Option to Extend Agreement Form is hereby deleted and replaced with Exhibit D – SAMPLE WORK AUTHORIZATION FORM attached hereto and incorporated into the Agreement by reference. 5 Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.
Amendment No. 1 to Agreement/Aspen Environmental Group Page 7 Rev. 10/25/2019
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”
ASPEN ENVIRONMENTAL GROUP
a California corporation
Dated:
By (Signature):
Name: Neda Rastegal Delmont
Title: Chief Operating Officer
Principal Place of
Business Address:
8801 Folsom Boulevard, Suite 173
Sacramento, CA 95866
Email Address: [email protected]
Telephone: (916) 235-9390
“CONSULTANT”
1/17/2024
Amendment No. 1 to Agreement/Aspen Environmental Group Page 8 Rev. 10/25/2019
EXHIBI
T B
SCHEDULE OF FEES AND PAYMENT PROVISIONS
AMENDED JANUARY 15, 2023
SECTION 1. MAXIMUM COMPENSATION
The maximum compensation payable to Consultant during the Term shall not exceed the amount in Section 6 of this Agreement.
SECTION 2. RATES
Compensation under each Purchase Order shall be in accordance with the rates set forth herein.
2.1 Rates. Consultant shall submit Proposals and invoice all Services at the rates listed in Appendix B1 attached and incorporated by reference.
2.2 Rates listed in Appendix B1 (Rate Sheet) are fully burdened.
2.3 Reimbursable Expens es. Any and all reimbursable expenses related to each Work Authorization or Purchase Order shall be described in Consultant’s Proposal as set forth in Section 3 of Exhibit A and accounted for in the total cost for each Proposal, Work Authorization, and Purchase Order. Expenses shall be reimbursable only to the extent that (1) Consultant submits sufficient documentation to City that the expenses were directly incurred in providing the required Services, (2) Consultant demonstrates that such expenses aren’t included in the hourly rate where applicable, (3) such expenses were approved in advance pursuant to Section 3 of Exhibit A, (4) Consultant submits receipts, invoices, or other supporting documentation demonstrating that s uch 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
Amendment No. 1 to Agreement/Aspen Environmental Group Page 9 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 Consultant 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, and Invoice Period.
3.1.2 C urrent amount due with a time and materials breakdown: titles, hours, hourly rates, and any City 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.
3.2 Pre-Pay
ment. City shall not be required to pay a deposit or any other form of pre- payment prior to Consultant beginning the Services.
3.3 Payment Limited to Satisfactory Work. Cons ultant is not entitled to any payments until the City con cludes 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 Disputed Invoices. If the City in good faith dis putes any portion of an invoice, the City shall pay the undisputed portion of the invoice and submit written notice to Consultant regarding the disputed amount. The notice shall include documentation supporting the disputed amount.
3.6 Payment. If there are no discrepancies or deficiencies in the submitted invoice, City shall process the invoice for payment.
Amendment No. 1 to Agreement/Aspen Environmental Group Page 10 Rev. 10/25/2019
APPENDI
X B1 TO EXHIBIT B
RATE SHEET
POSITION
Principal
Associate
Senior
Consultant
Senior
Associate
Project
Controller
Nov. 1, 2020 – Oct. 31, 2021 $316.00 $177.00 $166.00 $162.00 Nov. 1, 2021 – Oct. 31, 2022 $325.48 $182.31 $170.98 $166.86 Nov. 1, 2022 – Oct. 31, 2023 $335.24 $187.78 $176.11 $171.87 Nov. 1, 2023 – Oct. 31, 2024 $345.30 $193.41 $181.39 $177.03 Nov. 1, 2024 – Oct. 31, 2025 $355.70 $198.90 $186.83 $182.34 Nov. 1, 2025 – Oct. 31, 2026 $366.37 $204.87 $192.43 $187.81 Nov. 1, 2026 – Oct. 31, 2027 $377.36 $211.02 $198.20 $193.44 Amendment No. 1 to Agreement/Aspen Environmental Group Page 11 Rev. 10/25/2019
EXHIBIT D
SAMPLE WORK AUTHORIZATION FORM
This work authorization (“Work Authorization”) is made pursuant to the Agreement for Service between the City of Santa Clara and Aspen Environmental Group (“Agreement”). This Work Authorization is governed by the provisions of the Agreement and is hereby incorporated into that Agreement by reference. All Services shall be using the terms and rates included in the Agreement. In the event of any inconsistency between the terms and conditions of the Work Authorization and the Agreement, the terms and conditions of the Agreement shall govern and control.
PART A: GENERAL INFORMATION
WORK AUTHORIZATION
NUMBER: Original
First Revised
Second Revised
Other Contract No.
Consultant Name/Address:
Expiration Date of
Agreement:
Consultant’s Project
Manager:
Name: Email:
City’s Project Manager Name: Email:
Period of Performance for
this Work Order:
Start Date: Expected Completion Date:
Maximum Compensation of Agreement:
Previously Committed Funds:
Available Funds
Maximum Compensation for this Work
Authorization
Remaining Available Funds
Sufficient funds are available in Fund #:
(to be completed by City)
Consultant Representative Name (Print)
Consultant Representative Signature
Consultant Representative Signature Date
City Project Manager Name (Print)
Authorized City Representative (Print)
City Representative Signature
City Representative Signature Date
* Authorized City Representatives include Electric Utility Assistant Director, Chief Electric Utility Operating Officer, Chief Electric Utility Officer
□
□
□
□
Amendment No. 1 to Agreement/Aspen Environmental Group Page 12 Rev. 10/25/2019
PART B: SERVICES TO BE PERFORMED
1. REVISED WORK AUTHORIZATION
No
If yes, provide a brief description of the change(s).
2. SCOPE O
F SERVICES TO BE PERFORMED
Consultant shall perform the service(s) described below in accordance with all of the terms and conditions of the Agreement. (Insert a detailed Scope of Services below or attach as a separate file.) Scope of Services and cost proposal shall meet all of the provisions of Section 3 of Exhibit A and Section 2 of Exhibit B.
□
□
Amendment No. 1 to Agreement/Aspen Environmental Group Page 13 Rev. 10/25/2019
3. COMPENSATION
a. Basis of Compensation: Time & Materials
b. Reimbursable Expenses:
No expenses are reimbursable.
Expenses are separately reimbursable in the maximum amount of:
c. Paymen
t Schedule:
Monthly
□
□
□
□
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-29 Agenda Date: 3/5/2024
REPORT TO COUNCIL
SUBJECT
Action to Delegate Authority to the City Manager to Negotiate and Execute Amendment No. 2 to the Agreement with e-Builder, Inc. for Annual Software Subscription Fees and Associated Services for Capital Project Management Software
COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure
BACKGROUND
On March 26, 2019, following a competitive Request for Proposals (RFP) process, the City Council authorized the City Manager to execute an agreement with e-Builder, Inc. (e-Builder) for a cloud- based capital project management system. This system enables City staff to manage communication, workflows, scheduling, reporting, and project information in real time for capital improvement projects (CIP) managed by Silicon Valley Power (SVP), Department of Public Works (DPW), and Water & Sewer Utilities Department (WSUD). City staff manages approximately 200 CIP projects, with the majority of those projects administered by SVP, DPW, and WSUD. The scopes of these projects vary widely and require extensive monitoring, scheduling, budgeting, and reporting.
The Agreement with e-Builder included the implementation of the system as well as five (5) years of licensing and support services. The term of the agreement with e-Builder is set to expire on March 26, 2024.
On March 9, 2021, the City Council authorized the City Manager to execute Amendment No. 1 to the Agreement to increase the maximum compensation by $134,551.28 for a revised maximum compensation of $1,150,000. This increase was necessary due to additional programming and integration services required to improve efficiency such as to add integration to the City’s Financial System (PeopleSoft) so that financial items such as purchase orders and payments are aligned between the two systems without manual intervention.
DISCUSSION
City staff, contractors, and consultants have utilized e-Builder for the past five years to efficiently manage the City’s CIP projects. e-Builder allows all parties to communicate directly through the system and provide real-time project updates. It has a comprehensive and diverse reporting module which accurately produces project performance reports and forecasts. e-Builder streamlines the City’s work management system and enhances the City’s capabilities to deliver high quality services.
Significant time and resources have been invested by staff to configure the system for managing, tracking, and monitoring the City’s CIP projects. The system is a critical tool in managing the 200 current CIP projects. Therefore, staff recommends extending the term of the agreement by five years through March 26, 2029, and increasing the maximum compensation by $1,000,000 for a revised City of Santa Clara Printed on 3/1/2024Page 1 of 3
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24-29 Agenda Date: 3/5/2024
maximum compensation amount of $2,150,000. Details of the compensation are provided in Table 1 below.
Table 1
Cost Element Total
Original Contract
One Time Deployment Fee Including Travel $ 242,239.37 Software Subscription for Unlimited Users (Years 1-5) $ 773,209.35 Original Maximum Compensation $1,015,448.72
Amendment No. 1
Additional Services/Contingency $ 134,551.28
Revised Maximum Compensation (Amendment No. 1) $1,150,000.00 Proposed Amendment No. 2
Software Subscription for Unlimited Users (Years 6-10) $ 869,319.77 Additional Services/Contingency $ 130,680.23
Revised Maximum Compensation (Proposed Amendment
No. 2)
$2,150,000.00
The software subscription fees for years 6 through 10 will increase annually by approximately 4%, which staff has deemed fair and reasonable based on similar professional services agreements. The proposed Amendment No. 2 also includes a contingency of $130,680.23 to support future system requirements, including integration with other City systems and services to facilitate the management of capital projects. SVP will oversee the agreement and will use a work authorization process to ensure that contingency expenditures remain within the authorized contract amount.
Staff requests further authorization for the City Manager to negotiate and execute amendments to this Agreement including increasing maximum compensation up to an additional $100,000 for a total maximum compensation of $2,250,000 subject to the appropriation of funds. Such amendments may include authorizing funding for additional work to create interfaces to PeopleSoft or other software programs, or to build new efficiencies in the capital project management process, or authorizing increases in annual subscription fees due to increases in capital budget.
Approval of the recommendation will enable continued use of the e-Builder system to efficiently manage CIP activities involved in planning, design, and construction.
ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to section 15378 (b)(5) of Title 14 of the California Code of Regulations in that it is an administrative activity that will not result in direct or indirect physical changes in the environment.
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24-29 Agenda Date: 3/5/2024
FISCAL IMPACT
The proposed Amendment No. 2 to the Agreement for Services with e-Builder, Inc. would increase the authorized maximum compensation from $1,150,000 to $2,150,000 for annual software subscription and additional enhancements, integration, or related services. As e-Builder will be used by SVP, DPW, and WSUD, funding for this Agreement will be shared between the departments using the software.
Where the proposed additional services are beneficial to multiple departments using e-Builder, the cost of each work authorization will be allocated by departments using e-Builder. In the event an enhancement or service is requested that will only benefit a specific department, the requesting department will pay the costs. Before each work authorization is executed, SVP will work with affected departments to provide costs and proposed cost sharing to assure that each department can absorb their share of costs within the departments existing adopted budgets or take appropriate budget action where needed.
The annual software subscription costs are included in the SVP, DPW and WSUD department operating budgets for FY 2024/25 and shared as follows: SVP - 33%, General Fund Property Development - 8%, Engineering Fund - 24%, Water Utility - 17%, and Sewer - 17%. Costs for future years will be included in the recommended budget for the respective budget cycle.
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 negotiate and execute Amendment No. 2 to the Agreement with e- Builder, Inc. to extend the term through March 26, 2029, and increase the maximum compensation by $1,000,000 from $1,150,000 to $2,150,000, 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, including authorization to negotiate and execute further amendments to (a) add or delete services for additional software support services; (b) adjust subscription fees based on capital improvement budget adjustments, and (c) increase maximum compensation up to $2,250,000 for the period ending March 25, 2029, subject to 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 D. Grogan, City Manager
ATTACHMENTS
1. Original Agreement for Services with e-Builder, Inc.
2. Amendment No. 1 to Agreement for Services with e-Builder, Inc.
City of Santa Clara Printed on 3/1/2024Page 3 of 3
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EBIX Insurance No. S200004242
AGREEMENT !FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
E-BUILDER
PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation ("City") and e-Builder, Inc. a Florida corporation ("Contractor" or "a-Builder"). City and Contractor may be referred to indivldually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."
RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services";
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.
The Parties agree as follows:
AGREEMENT TERMS AND CONDITIONS
1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:
Exhibit A - Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions Agreement with a-Builder, Inc.
Rev. 07-01-18
of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.
2. DEFINITIONS
"Confidential Information" means: (i) all information relating to e-Builder offerings that are marked Confidential; and (ii) customer information received by e Builder;. Notwithstanding the foregoing, confidential information shall not include information that: (i) is or becomes generally known or available by publication, commercial use or otherwise through no fault of the receiving party; (ii) was in the receiving party's possession at the time of disclosure without violation of any confidentiality restriction and without any restriction on the receiving party's further use or disclosure; or (iii) is independently developed by the receiving party without use of the disclosing party's confidential information. For purposes of clarity, confidential information shall mean information in any medium including hard copy, electronically stored or stored in any other means or manner. "e-Builder offerings" means the products and services provided bye-Builder to City as defined in paragraph 13 and shall include, without limitation, any software or hardware configurations created by e-Builder for customer. "Materials" means all manuals, specifications, instructions, training documents and content provided by e-Builder in connection with the e-Builder offerings, whether in written form or on a URL.
"Professional Services" means services provided by e-Builder as defined in Exhibits A, B and D
"Renewal Term" means any roll-over term that follows expiration of an initial term and as specified in paragraph 3 below.
"Saas Service(s)" means software-as-a-service, consisting of e-Builder's proprietary multi-user system developed, maintained and owned by e-builder for use by customers including, without limitation, the architecture, databases, infrastructure, software, basic software support, technology and web services deployed by e-Builder.
3. 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 March 26, 2019 ("Effective Date") and terminate on March 26, 2024 (60 Months) following the payment terms in Exhibit B.
Agreement with e-Builder, Inc.
Rev. 07-01-18
4. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A The performance schedule will be created and mutually agreed upon during the discovery phase of the implementation. The Parties agree that time is of the essence once the schedule is created.
5. WARRANTY
e-Builder represents and warrants that the e-Builder offerings will be provided in a professional manner in accordance with industry best practices by e-Builder employees or subcontractors that are qualified to provide such services. e Builder shall address any issues with the Saas service in accordance with e Builder's Service Level Agreement, version 4.0 (dated in 2017), incorporated herein by reference.
6. 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.
7. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "Schedule of Fees". The maximum compensation of this Agreement is 1,015,448.74, subject to budget appropriations, which includes all payments that may be authorized for Services and for travel and expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.
The Parties agree that the City is purchasing unlimited licenses based on its capital program spend per annum (the ''Capital Spend Model"). The proposed annual subscription fees for unlimited e-Builder Enterprise Users is based on the City's estimated average annual capital spend of $58,867,714.00.
Contractor reserves the right to adjust the Annual Software Subscription accordingly to align with the actual average annual capital spend once per renewal term upon written notification to City. Annual Capital Spend are the Agreement with e-Builder, Inc.
Rev. 07-01-18
expenses incurred to demolish, build, repair, remodel and furnish a building or site over a period of one (1) year. For purposes of clarity, expenses under this paragraph shall not include (1) the City's expenses towards the acquisition of the real estate and (2) any expenses related to projects in which the City has no role in administering or managing, but is only affiliated with the project because it provides funds to the project.
If City objects to an item on an invoice, it shall deliver a written objection thereof by no later by the date of payment after invoice transmission (the "Objection Notice"). If the Objection Notice is not timely delivered, City shall waive its right to object. Notwithstanding delivery of an Objection Notice, City will make payment of the undisputed invoice amount as specified in the invoice. If, after reasonable investigation, Contractor agrees (in whole or in part) with a dispute included within an Objection Notice, it shall credit such amount against subsequent invoices issued to City. The notice shall detail the dispute and explain what amounts owed are disputed and why. A hard copy shall be also be sent by overnight mail to the following address: e-Builder, Attn.: Billings and Collections, e-Builder, Inc., 1800 NW 69th Avenue, Suite 201, Plantation, Florida 33313.
If City fails to make timely payment, Contractor may charge City interest thereon at a rate of one-half (0.5%) percent per month on the undisputed portions of the invoice once the invoice is sixty (60) days overdue. City's payment of sums owed will not waive or extend any obligation of City to make ongoing payments, when due. Contractor may also suspend access to the e-Builder Offerings if City fails to timely remit payment or is otherwise in material default hereunder, and fails to timely cure such default. Any notices of default/termination and suspension may be combined.
All payments for the e-Builder Offerings are exclusive of Federal, state, local and foreign taxes, levies and assessments. Each Party shall be responsible for its own taxes (whether Federal, state or local), together with all governmental filings related thereto, which arise out of the e-Builder Offerings rendered hereunder. If the City is a tax-free entity, it must provide a tax exemption certificate to Contractor upon the signing of the Agreement.
8. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days' prior written notice to Contractor. If City terminates the Agreement under this Paragraph, all previously paid or properly due subscription fees for the current contract year shall be non-refundable and forfeited.
Furthermore, all earned, but unpaid, fees for Professional Services must be paid in full before the termination becomes effective.
B. Termination for Default by City. If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies Agreement with e-Builder, Inc.
Rev. 07-01-18
provided by law, the City may terminate this Agreement by providing notice to the Contractor and allowing sixty (60) days to cure such default.
If the City terminated this Agreement for Default, it shall be entitled to a refund of any prepaid, but unused fees.
C. Termination for Default. If the City fails to perform any of its material obligations under this Agreement, in addition to al! other remedies provided by law, the Contractor may terminate this Agreement by providing notice to the breaching party and allowing sixty (60) days to cure such default. Upon a termination under this Paragraph, Contractor may seek remedies for all sums owed under the remaining Term.
D. Upon termination and the City's payment for a data base archive, Contractor shall export for City all City data in an agreed upon database format, along with all City files uploaded to the City's document libraries.
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 ninety (90) days after the notice of termination, Contractor shall deliver to City al! City data contained within the Saas Service
9. ASSIGNMENT AND SUBCONTRACTING
City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Contractor shall not hire subcontractors without express written permission from City.
Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it.
10. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.
11. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance o·f Services under this Agreement.
Agreement withe-Builder, Inc.
Rev. 07-01-18
12. CONFIDENTIALITY OF MATERIAL
All memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or submitted by the City 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.
To the extent permitted by applicable law, including the California Public Records Act (California Government Code section 6250 et seq), each Party, to the extent that it receives Confidential Information of the other Party under this Agreement, will take reasonable steps, and exercise reasonable care, to hold such Confidential Information in confidence, and to not use it or disclose it (or willingly allow it to be used or disclosed) to any other person or entity.
13. SYSTEM ACCESS; USE; SUPPORT; UPDATES; OWNERSHIP OF MATERIAL City's use of the e-Builder Offerings includes a limited license to e-Builder software, subject to the restrictions contained herein. City acknowledges that title to and copyright in the software applications supplied by City (including but not limited to the e-Builder Enterprise TM, e-Builder Professional TM, a-Builder mobile applications, and other e-Builder add on software) are reserved by Contractor.
City acquires no right in any software, copyrights, patents or any other intellectual property belonging to or licensed by Contractor, other than the limited rights to use the e-Builder Offerings. Contractor is and shall remain the sole owner of all copyrights, trademarks, patents and other proprietary rights in and to all aspects of the Saas Offerings (including, without limitation, all software, code, business process and designs used in providing the Saas Offerings). City acknowledges that thee-Builder software may be modified or upgraded from time to time, and that the e-Builder Offerings shall include the most recent version thereof.
City's use of the e-Builder Offerings is provided on a limited, non-exclusive, non transferable basis during the Term of this Agreement. Except as authorized by Contractor in writing, City agrees not to do the following: (i) access or use the e Builder Offerings to provide any products or services to third parties; (ii) access or use the e-Builder Offerings, except through the terms hereof including only for the specific number of seats outlined in the Capital Spend Model or Subscription Seat Model; (iii) resell, sublicense, lease, encumber, copy, distribute, publish, exhibit, transmit, provide access to, or provide use of the e-Builder Offerings to any third party, multiple computer or user arrangement or network that includes access by any third party; (iv) derive specifications from, reverse engineer, Agreement with e-Builder, Inc.
Rev. 07-01-18
Page6
reverse compile, disassemble, translate, record or create derivative works based on the e-Builder Offerings; or (v) use the e-Builder Offerings, or any part or aspect thereof, for any unlawful purpose or to mislead or harass anyone. Use of or access to the e-Builder Offerings in violation of the terms hereof is strictly prohibited. Permission to access or use the e-Builder Offerings may be limited or suspended immediately if, in Contractor's discretion, this Section has been violated. City agrees that a violation of this Section will cause Contractor irreparable and immediate harm, and that Contractor is entitled to injunctive relief to prevent such violation. For purposes of this Paragraph, a third party shall not include consultants, contractors, lawyers, accountants, and part-time or temporary workers.
Contractor maintains and staffs a customer service help desk ("Customer Care Team") that provides 24x7 customer support from the Contractor Customer Care Team. City will also be assigned business and technical account managers within to ensure continued success.
During the Term, Contractor will provide City with the latest new releases, updates, patches, fixes and changes to the e-Builder Enterprise software used to operate the Saas Offerings at no additional charge. The updates referenced herein do not include any new or different products provided by Contractor to its customer base for which additional fees apply.
Except for the limited right to use the "e-Builder Offerings" subject to the terms and conditions contained herein, this Agreement does not confer upon City a license or interest in, or ownership of, the e-Builder Offerings. The e-Builder Offerings were developed exclusively at private expense by Contractor. City agrees that the e-Builder Offerings include, without limitation, enhancements, edits, improvements, additions, modifications and derivations thereto, and will remain the exclusive property of Contractor. Contractor will have the unrestricted and permanent right to use and implement all ideas, advice, recommendations or proposals of City with respect to the e-Builder Offerings in any manner and in any media, which Contractor shall own. Should Contractor provide Professional Services to City that results in the creation of derivative works from the e-Builder Offerings or any new technology, Contractor shall own all right, title and Interest therein, which City hereby assigns to Contractor. For purposes of clarity: (1) Contractor shall own all software and hardware configurations, regardless of who builds them and (2) the City shall retain ownership of all City-owned data uploaded to the Saas Offering.
14. 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 with e-Builder, Inc.
Rev. 07-01-18
Page?
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 reports concerning its performance related to Professional Services under this Agreement that may be requested by City in writing. Such reports will not contain any cost information if the performance is related to firm fixed price engagements. Contractor agrees to assist City in meeting City's reporting requirements to the State and other agencies with respect to Contractor's Servlces hereunder.
15. AUDIT RIGHTS
Once per renewal term Contractor will have the right, during normal buslness hours and upon at least ten (10) days' prior written notice to City, to have an independent firm audit the amount of Annual Capital Spend. The audit will be conducted at Contractor's sole expense for the express purpose of adjusting the software subscription fee.
16. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected to: (i) Contractor's breach of confidentiality; (ii) Contractor's gross negligence; (iii) Contractor's willful misconduct; (iv) a claim that the e-Builder Offerings infringe, any copyright, patent or other intellectual property rights; or (v) personal injury, death, or property damage to the extent caused by Contractor's gross negligence or willful misconduct.
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. The foregoing indemnification obligations of Contractor relating to third party infringement shall not apply with respect to: (a) thee-Builder Offerings that, after shipment or delivery, are modified or used by any party other than Contractor, in a manner where such modification or use was not recommended, authorized in writing or required by Contractor, and where such modification or use is the basis of the third party claim; Agreement with e-Builder, Inc.
Rev. 07-01-18
and (b) the a-Builder Offerings are combined or bundled with any non Contractor products, processes or materials that were not recommended, authorized or provided by Contractor, if such liability would not have arisen but for such combination or bundling.
C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ("Act") and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibilities under the Act.
17. 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.
18. DISCLAIMER AND LIMITATION OF LIABILITY
CONTRACTOR DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM ITS NETWORK AND OTHER PORTIONS OF THE INTERNET.
SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF
INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES.
AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR
OR DISRUPT CITY'S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). AL THOUGH CONTRACTOR WILL USE COMMERCIALLY
REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS APPROPRIATE
TO REMEDY AND AVOID SUCH EVENTS, CONTRACTOR CANNOT
GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY,
CONTRACTOR DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS. EXCEPT FOR THE WARRANTIES
SPECIFICALLY AND EXPRESSLY MADE HEREIN, CONTRACTOR MAKES
NO WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION, WARRANTIES OF MERCHANTABILITY OR WARRANTIES OF FITNESS, AND ALL SUCH WARRANTIES ARE DISCLAIMED.
EXCEPT FOR PERSONAL INJURY OR PROPERTY DAMAGE CAUSED BY A PARTY'S GROSS NEGLlGENCE OR WILLFUL MISCONDUCT, BREACH OF
CONFIDENTIALITY, OR IP INFRINGEMENT FOR ANY ONE OR MORE
BREACHES OF THIS AGREEMENT OR DEFAULTS HEREUNDER, THE
ENTIRE LIABILITY OF THE PARTY IN BREACH OR DEFAULT, AND THE
EXCLUSIVE REMEDY OF THE OTHER PARTY, SHALL BE PAYMENT OF THE
ACTUAL DAMAGES PROXIMATELY CAUSED BY SUCH BREACH OR
DEFAULT, WHICH SHALL NOT EXCEED THE AMOUNT OF TWELVE (12)
MONTH'S SUBSCRIPTION FEES PAID BY CITY FOR THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM. EXCEPT FOR BREACH OF
Agreement with e-Builder, Inc.
Rev. 07-01-18
CONFIDENTIALITY, IP INFRINGEMENT, GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY
DAMAGES, LOSSES, OR EXPENSES INCLUDING, WITHOUT LIMITATION,
FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCIAL
OR ECONOMIC LOSS OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT. EXCEPT AS STATED ABOVE, THESE LIMITATIONS ON
THE LIABILITY OF EITHER PARTY SHALL APPLY TO ANY AND ALL CAUSES
OF ACTION THAT EITHER PARTY MAY HAVE AGAINST THE OTHER,
IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION UNDERLYING
A CLAIM, DEMAND OR ACTION, INCLUDING, WITHOUT LIMITATION, WHETHER IT SOUNDS IN CONTRACT OR TORT.
19. 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.
20. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:
City of Santa Clara
Attention: Silicon Valley Power
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected], and
[email protected]
And to Contractor addressed as follows:
a-Builder, Inc.
Attention: CFO
1800 NW 69th Avenue, Suite 201
Plantation, FL 33313
[email protected]
The workday the e-mail was sent shall control the date notice was deemed given.
An e-mail transmitted after 1 :OO p.m. on a Friday shall be deemed to have been transmitted on the following business day.
Agreement with e-Builder, Inc.
Rev. 07-01-18
21. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to "The Code of the City of Santa Clara, California" ("SCCC"). In particular, Contractor's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage SeNice 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).
22. 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.
23. 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.
24. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City's name, insignia, or emblem, or distribute any information related to seNices under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.
25. FORCE MAJEURE
No failure, delay or default in performance of any obligation under this Agreement will constitute a breach hereof if it is caused by strike, fire, shortage of materials, act of a public authority, unavoidable casualty, civil disorder, riot, insurrection, vandalism, war, severe weather, natural disaster or other act of God, failure of the Internet, failure or error of an Internet services provider or other provider of connectivity, any lines of transmission, any other third party equipment or software through which Internet transmissions occur, or any telecommunications carrier; hacking or electronic vandalism; terrorism; or other Agreement with e-Builder, Inc.
Rev. 07-01-18
cause that is beyond the reasonable control of the Party otherwise chargeable, for so long as such cause continues and for a reasonable period of time thereafter.
26. 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.
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.
28. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement
29. 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.
Agreement with e-Builder, Inc.
Rev. 07-01-18
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form:
() 0 lic1
Dated: "J.
~~~
City Attorney
EANNAJ. S
City Manager
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
E-BUILDER, INC.
a Florida corporation
Dated: __ ~_11_.._[__,I q'---- ------
By (Signature): k£uw, Pi~
Name: .feannePrayther
Title: CFO -----,------:,---- -,---------Pr in ci pa I Place of 1800 NW 69th Avenue, Suite 201 Business Address: Plantation, FL 33313
Email Address: [email protected]
Telephone: (954) 556-6701
Agreement with e-Builder, Inc.
Rev. 07-01-18
Fax: (954) 792-5949
"CONTRACTOR"
EXHIBIT A
SCOPE OF SERVICES
Implementation Services Scope
i
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Agreement with e-Builder lnc./Exhibit 8-Schedule of Fees Rev. 07-01-18
Structured Workflow(s):
• Budget Change (BC)
• Commitment Approval (CA)
• Potential Change Order (PCO)
• Change Order (CO)
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Agreement withe-Builder lnc./Exhibit 8-Schedule of Fees Rev. 07-01-18
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AppXchange™ Integration Scope
During the Discovery Phase of the implementation, the e-Builder Project Team will conduct an integration discovery session to identify and document the detailed system integration requirements. The scope of the integration is based on information provided by Customer at the time of contract execution and is subject to change based on the detailed requirements.
Integration Methodology
e-Builder AppXchange will be used to integrate and share data between e-Builder Enterprise and PeopleSoft.
Thee-Builder AppXchange integration platform includes options to deliver proven, configurable pre built system integrations, self-service tools, and an extensible framework that delivers the power and flexibility capital construction owners need to easily solve complex business challenges. e-Builder has partnered with Dell Boomi™, the market leading Integration Platform as a Service (iPaaS), to easily, and cost-effectively, support all application integration needs across a hybrid IT infrastructure.
As part of the implementation, certified e•Builder AppXchange integration specialists work closely with business and IT teams to configure, test, and deploy each integration to ensure the final solution meets your needs. To accelerate the process, the integration specialists begin with application· specific integration worktlow templates from the e-Builder AppXchange library. Then, visual drag and-drop tools are used to efficiently design and configure integration worktlows, field mappings, and data transformation rules to match e-Builder Enterprise configurations and the target application requirements.
Integration Scenarios
Thee-Builder AppXchange integration platform supports virtually any integration scenario, connecting e-Builder Enterprise to other Saas applications in the cloud, securely exchanging data with on-premise applications behind your firewall, or any combination of the two.
Organizational policy may place certain constraints on or dictate specific approaches for integrating applications. e-Builder AppXchange has the flexibility to accommodate these requirements.
Agreement with e-Builder lnc./Exhibit B-Schedule of Fees Rev. 07-01-18
Data
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e-Builder AppXchange supports integration with cloud applications through both direct API to-API native integration and integration workflows modeled within the Dell Boomi platform available within e-Builder Enterprise. On-premise application integrations are executed from a small integration runtime engine installed by the customer on their network, where it can reach the target application.
Integration Points
Based on the discussions with the Customer, the e-Builder team has identified the following integration data objects, which are included in this Order Form:
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send. toe-Builder Enterprise the Purchase Order
Number and date approved.
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Agreement with a-Builder lnc./Exhibit B-Schedule of Fees Rev. 07-01-18
Page4
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General PeopleSoft ' e-Builder General Invoices (P-Card Transactions, Journal Invoices Enterprise Vouchers and other non-committed costs) are entered directly in PeopleSoft. A one-way
integration will occur from PeopleSoft to e·
Builder Enterprise to send all general invokes
with the approval date.
)¢;Biiildet••··••i•>.}••· ··••v~ri4'§i-#~Ul'§~@i#k~iI~}{t9:jpp~ppl~$9:fRt&f+••·•···•·> ·••· E#f~fa:\f i#¢I••>t 'l34iW~.tgp\~fBf1s~.•~•·•~•••§»e•wa:vJnt~gr~ti§~i••·t :••·•·••···•/ Integration Assumptions
• An Integration Point is defined as an integration data object transferred in one direction from one system to another via a single integration workflow. • The integration pricing is based on the discussions and details provided by the Customer at the time of execution of this Order Form. Should additional details or requirements be identified during integration requirements session conducted by thee-Builder Project Team, such items may require additional scoping and will require approval by the customer, before being implemented.
• The Customer will configure and maintain the Secure FTP (SFTP) site for batch file transfer, if required for the integration.
• The Customer is responsible for making any configuration, development, programming or reporting changes to their respective internal system in order to support the integration method(s) and templates implemented.
•• Any custom development provided under this Order Form is in support of the identified Data Objects, which represent individual integration instances between e-Builder and the Customer System. Additional integration points, integration instances, or systems not identified in this Order Form are subject to a change in scope. • If the Customer requests that an e-Builder Developer is required to repair a non-functioning data point, due to a change in the Customers Data Source. A separately executed, Customer approved, Work Order detailing the scope and cost will be required. The Work Order will be developed and delivered by thee-Builder Account Manager assigned to the Customer's account.
Agreement with a-Builder lnc./Exhlbit B-Schedule of Fees Rev. 07-01-18
Pages
Annual Software Subscription Includes
• Unlimited Projects
• Unlimited Document Storage
• 24x7 Technical Support
• Quarterly Enhancement/Upgrades
• Maintenance Releases
• EZ File Transfer Tool
• AppXchange Platform (5 Integration Points)
• oData Maintenance Fee (included in AppXchange subscription) • SQL Data Extra (1 per year)
EZ File Transfer Tool (EZ File}
e-Builder Enterprise provides an Easy File Transfer tool (EZ File) for the movement of document files.
The EZ File tool makes it easier for our clients to upload and download many files on a frequent basis.
For example, clients that wish to support the BIM file coordination process within e-Builder Enterprise would find value with this service. The EZ File is a supported file transfer service built into the e-Builder Enterprise architecture. It provides a "doorway" into the folders and files stored on thee-Builder servers. Using thee-Builder EZ File, our clients can upload and download files and folders between e-Builder and their computers without having to work directly within thee-Builder application in a browser. EZ File utilizes an industry standard file transfer method called WebDAV (Web-based Distributed Authoring and Versioning). WebDAV is commonly used to publish and manage files and directories on a remote web server. EZ File requires the client to use a 3rd party Web DAV user interface client to manage the upload and download process. For both manual uploads and automated using the EZ File, the folder location (s) is determined by the user, AppXchange Open API (oData)
Open Integration Layer Design - The e-Builder Enterprise Application Architecture has a tiered design with an Integration Layer which uses the Microsoft .NET framework to promote interfacing and exchanging data with our customers' existing or future systems. The options for interfacing and exchanging data are managed withe-Builder Enterprise's included tools to support:
✓ Ad-Hoc or On-demand Interfacing
✓ Batch Interfacing
✓ Web Services, Real-time Interfacing
✓ Workflow Driven Interfacing with Application Programming Interfaces (API's) Our RESTful Web Services API's support integration with other systems and facilitate real-time data exchanges. The API includes a service based on the Open Data Protocol (oData); an open protocol for sharing data is also an industry-standatd XML data exchange format. oData is a REST Agreement with a-Builder lnc./Exhibit 8-Schedule of Fees Rev. 07-01-18
Page6
(Representational State Transfer) protocol; therefore, a simple Web browser can view the data exposed through an oData Service.
As part of our efforts to improve our integration capabilities, our AppXchange offering provides customers with the option to integrate with e-Builder Enterprise using Dell Boomi's Integration Platform as a Service (iPaaS). This enables customers to used application connectors (e.g., ERP, accounting, etc.) to quickly configure new integrations between e-Builder and the inost commonly used enterprise applications (e.g,, Oracle, Lawson, Salesforce, SAP, etc.).
SQL Data Extract
The Annual Software Subscription contains one (1) SQL Data Extract per year. Customer may purchase additional SQL Data Extracts at cost of $500.00 each during the first three (3) years. This cost shall increase by 3% year over year the term moves into Year 4 and beyond.
Customer Responsibilities & Implementation Assumptions
The following responsibilities and assumptions are necessary for the successful completion of this implementation. In the event that an item below does not occur in the manner or time-frame defined, e-Builder may request to meet with the Customer and mutually agree upon an adjustment to the schedule, work activities and fees.
• The Customer will make best efforts to ensure the committed participation of all appropriate technical and user personnel throughout the project, including but not limited to periodic status reviews. Customer resources provided during the technical and functional sessions must be empowered to make decisions on project direction. • The e-Builder implementation team will work jointly with the Customer team to resolve all issues including those impacting the scope and timeline. Issues that may impact the progress and the schedule will be documented. If the issue is critical, e-Builder will present the issue to the Customer in writing as quickly as possible. Once the issue is presented in writing the Customer is expected to respond within two (2) business days. If the issue cannot be resolved within two days, they will notify e-Builder and arrange a meeting with all relevant personnel to resolve this issue. Failure to do so could impact the cost and schedule of the e-Builder implementation project.
• All necessary content (data, text and graphics) will be provided to e-Builder prior to the creative processes (if applicable).
• The Customer will reimburse reasonable travel expenses for any travel associated with the engagement.
• Unless specifically identified as deliverables within this document, Customer will enter any historical data from past projects to enable historical analysis. • Unless specifically identified as deliverables within this document, data migration, system integrations or custom development of any kind is not included within the scope of the e Builder implementation project. These items can be included through the change management process if identified as required items.
Agreement with e-Builder lnc./Exhibit B-Schedule of Fees Rev. 07-01-18
• All change requests received and approved will be listed on a contract Addendum or Work Order. Each Addendum or Work Order must be signed and accepted prior to initiating additional work by thee-Builder.
The information provided in this document shall not be disclosed outside the recipient's organization and shall not be disclosed in whole or in part for any purpose other than to evaluate the information. During the evaluation process, the recipient may duplicate this document only for distribution to evaluators within the recipient's organization. If a contract is awarded to e-Builder as a result of or in connection with the submission of this information, the recipient shall have the right to duplicate, use or disclose the information to the extent provided in the contract. This restriction does not limit the right of the recipient to use information contained if it is obtained from another source without restriction.
In the event that the recipient is served with a request to disclose any or all of e-Builder's confidential information pursuant to the requirements of applicable law, a judicial or governmental request, requirement or order or otherwise, e-Builder asks to be promptly notified in order to provide sufficient time to object to such request, understanding that the recipient will take reasonable steps to cooperate with and assist e-Builder in contesting such request, requirement ,or order or in otherwise protecting e Builder's rights prior to disclosure.
© Copyright e-Builder Inc., 2019
Preliminary Schedule (For Informational Purposes Only)
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Agreement with e-Builder lnc./Exhibit B-Schedule of Fees Rev. 07-01-18
I. uu,
.1.J 1-M
(..;:1AA.\F't)
Annual Software Subscription
EXHIBIT B
SCHEDULE OF FEES
$154,641.87
........ ·...... x ¥&iit~av.a ih✓i~tw¢~f .-... · .. ~•-.. -.... -. ·-11sw;~4j,ij1• Total Year 4 Investment $154,641.87
Payment Terms
• Payment of the first (1st) year's Annual Software Subscription term is due upon the Effective Date of the MSA. Payments for all subsequent Annual Software Subscriptions shall be prepaid for the then current-year and due on the then current-year annual anniversary of the Effective Date of the MSA.
Agreement with e-Builder lnc./Exhibit 8-Schedule of Fees Rev. 07-01-18
• Payment for Total One-Time Implementation Services is as follows: fees for Professional Services shall be invoiced, and be due and payable, as follows: (i) ten (10%) percent on the Effective Date henwf; (ii) thirty (30%) percent upon completion of Design & Requirements; (iii) thirty (30%) percent upon completion of Configuration & Testing; and (iv) thirty (30%) percent upon completion of Training on use of the Saas Service. • Travel and Expenses • Travel expenses and course material reproduction (if requested) are not included in the above investment for the Total One-Time Implementation Services. Travel Expenses are included in the above Year 1 Total Investment as a Not To Exceed. These expenses will be billed as incurred and as actuals. The (NTE) Not to Exceed Travel Expense are calculated as follows: 16 Man trips @ $ 2,300.00 per trip = $36,800.00.
Agreement with e-Builder lnc./Exhibit 8-Schedule of Fees Rev. 07-01-18
EXHIBITC
INSURANCE REQUIREMENTS
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury
2. Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.
3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.
8. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.
In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated Agreement withe-Builder lnc./Exhibit C- Insurance Requirements Rev. 07-01-18
wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.
C. WORKERS' COMPENSATION
1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars {$1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.
2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s}, Disability Benefits Act(s) or other employee benefits act(s).
3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.
D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 1 O 11 85 or the combination of CG 20 1 O 03 97 and CG 20 37 1 O 01, or their equivalents.
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.
Agreement with e-Builder lnc./Exhibit C- Insurance Requirements Rev. 07-01-18
Page2
3. Cancellation.
4. a. Each insurance policy shall not be cancelled or adversely modified due to non-payment of premiums 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 not be cancelled or adversely modified for any cause save and except non-payment of premiums until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.
Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through D of this Exhibit C, above.
E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:
1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.
2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.
3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.
Agreement with e-Builder lnc./Exhibit C- Insurance Requirements Rev. 07-01-18
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, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.
G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. To the extent required to ensure compliance with this Exhibit C and upon City's request, Contractor shall submit to City copies of the actual insurance policies or remewals 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 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 e-Builder lnc./Exhibit C- Insurance Requirements Rev. 07-01-18
Page4
Ebix Insurance No. S200004242
AMENDMENT NO. 1
TO THE AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
E-BUILDER, INCORPORATED
PREAMBLE
This agreement ("Amendment No. 1 ") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and e-Builder, Inc., a Florida corporation, ("Contractor" or "e-Builder''). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."
RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for Services between the City of Santa Clara, California, and e-Builder, Inc.", dated on or about March 29, 2019 (Agreement);
B. The Parties entered into the Agreement for the purpose of having Contractor provide Annual Software Subscription as well as Enterprise Implementation, Setup, Deployment, and Training for e-Builder, and the Parties now wish to amend the Agreement to add additional services and increase the not to exceed value of the Agreement; and
C. The Agreement and this Amendment are collectively referred to herein as the "Agreement as Amended";
NOW, THEREFORE, the Parties agree as follows:
AMENDMENT TERMS AND CONDITIONS
1. That the first paragraph of Section 7 of the Agreement, entitled "COMPENSATION AND PAYMENT" is herby amended to read as follows:
"In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "Compensation and Fee Schedule Amended March 15, 2021". The maximum compensation of this Agreement is $1,150,000, subject to budget appropriations, which includes all payments that may be authorized for Services and for travel and expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation except through a written amendment to this Agreement." Amendment No. 1 to Agreement/e-Builder, Inc.
Rev. 10/25/19
2. That Exhibit B - Schedule of Fees of the Agreement shall be deleted in its entirety and replaced with Exhibit B - Compensation and Fee Schedule - Amended March 15, 2021.
3. That Exhibit D - Sample Work Order Form of this Amendment No. 1 is hereby added and incorporated into the Agreement by reference.
4. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.
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: 0 l VL-l 1,01.,\
BRIAN DOYLE
City Attorney
Digitally signed by Caio
Arellano
Date: 2021.03.1115:34:19
-08'00'
~~ DEAN<lsANTANA
City Manager
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
E-BUILDER, INC.
a Florida corporation
Dated: _1.~'2--~
By (Signature): ,fc J ,g,~ ~ J L
Name: eanne Prayther
Title: CFO
Principal Place of 1800 NW 69th Avenue, Suite 201
Business Address: Plantation, FL 33313
Email Address: [email protected]
Telephone: (954) 556-6701
Fax: (954)792-5949
"CONTRACTOR"
Amendment No. 1 to AgreemenVe-Builder, Inc.
Rev. 10/25/2019
AMENDMENT NO. 1
TO THE AGREEMENT FOR THE PERFORMANCE OF SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
E-BUILDER, INCORPORATED
EXHIBIT B • COMPENSATION AND FEE SCHEDULE
AMENDED MARCH 15, 2021
1. Compensation: The amount billed to City by Contractor for services under this Agreement as Amended will not exceed one million one hundred fifty thousand dollars ($1,150,000}, subject to budget appropriations.
1.1. Contractor is responsible for notifying City in a timely manner when changes in process or changes in regulations, may result in increased hours or cost.
Contractor shall provide reasonable justification for the change. Such changes may be accepted by Work Order as defined in this Exhibit or by Amendment to this Agreement at the sole discretion of the City.
1.2. Contractor shall notify the City ninety (90) days in advance of any changes anticipated to affect future rates. At such time, Contractor and City will enter into negotiations to amend this agreement to reflect proposed updated rates.
2. Fee Schedule
2.1. Annual Software Subscription Unlimited Users: $154,641.87 per year for five (5) years
2.2. One-Time Implementation Services: a-Builder Enterprise Implementation, Setup, Deployment, and Training: $205,439.57 for services described in Exhibit A Scope of Services
2.3. Travel Costs: The (NTE) Not to Exceed Travel Expenses are calculated as follows: 16 Man trips@$ 2,300.00 per trip= $36,800.00 and not to exceed $36,800
2.4. Total Five-Year Investment
2.4.1. Software License Year 1 - Year 5: $773,209.35
2.4.2. One Time Implementation Services: $205,439.37
2.4.2.1. Modified One Time Implementation Services modified by Work Order No. 1: $172,669.37
2.4.2.2. a-Builder AppXchange Implementation Services (Modified by Work Order No. 1: $32,770.00
2.4.3. Travel Costs: Not to Exceed $36,800.00
2.4.4. Total $1,015,448.72
Amendment No. 1 to A.qreement/e-Builder, lnc./Exhibit B Amended March 15, 2021 Paqe 1
2.5. SQL Data Extract: The Annual Software Subscription contains one (1) SQL Data Extract per year. Customer may purchase additional SOL Data Extracts at cost of $500.00 each during the first three (3) years. This cost shall increase by 3% year over year the term moves into Year 4 and beyond. The costs of any additional data extracts shall reduce available Contingency.
2.6. Reimbursable Expenses/ Pass-Through Costs: In some cases, Contractor may pass-through costs such as, but not limited to subcontracted activities, travel, or materials. Such Pass-Through Costs shall be included in any Work Order for authorization. Reimbursement of expenses is subject to the following conditions.
2.6. 1. Pass-Through Costs shall be invoiced without markup.
2.6.2. Expenses shall be reimbursable only to the extent that the Contractor submits sufficient documentation to the City that the expenses were directly incurred in providing the requested services and that such costs are not already included in the fee or hourly rate.
2.6.3. Travel-related expenses (mileage, lodging, meals, etc.).
2.6.3.1. 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
2.6.3.2. The City shall not reimburse local travel (within Santa Clara County).
2.7. Contingency for Additional Services:
2. 7 .1. Additional Services may be authorized by the City using the process described in Section 3 of this Exhibit B-Authorization for Work.
2.7.2. The total cost for any Additional Services shall not exceed $134,551.28 (Contingency) unless authorized through an Amendment to this Agreement.
2.7.3. Any costs not included in Section 2.4 above, including, but not limited to SQL Data Extract, Reimbursable Expenses, any Work Orders, shall be considered a use of this Contingency and the total contract cost shall not be exceeded.
2.7.4. Hourly Rate for Additional Services: $175.00 per hour.
3. Authorization for Work:
3.1. In the event that Contractor is requested to perform additional work or services not included in the scope of this Agreement, Contractor shall submit a proposal for such work. Such services will be performed on a time-and-material basis and may include services such as custom development, consulting, training, and configuration.
Amendment No. 1 to A!lreemenUe-Builder. lnc./Exhibit B - Amended March 15, 2021 Pa!le 2
3.2. Any work on integrations shall occur only on previously contracted integration points in which City is paying for an Annual Software Subscription. If any work will result in an Annual Software Subscription add-on and if that Add-On will result in an increase in annual licensing costs, a-Builder and City agree that no work will be performed until Amendment to modify the annual licensing costs and to activate the Annual Software Subscription add-on is mutually executed.
3.3. All change requests received and approved will be detailed on a contract Amendment or Work Order. Contractor and City agree to outline what Professional Services shall occur upon the execution of this Work Order.
3.4. Work performed under a Work Order shall be separate and in addition to the already agreed upon scope found in the Master Services Agreement and any amendments to the Agreement. Each Amendment or Work Order must be signed and accepted prior to initiating additional work by Contractor.
3.5. If remaining Contingency funds are available in the Agreement to complete the project quoted, work may be authorized by written authorization of an Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer using the Exhibit D - Sample Work Order Form.
3.5.1. Each Work Order shall be substantially in the form specified in Exhibit D. Work Orders shall be issued in accordance with the Terms and Conditions of this Agreement. Each Work Order shall describe the services and deliverables (collectively "Work") the Contractor must provide, the time limit within which the Contractor must complete the Work, and the compensation for the Work. All costs anticipated for the services such as, but not limited to, hourly work, materials, and travel shall be included in the Work Order.
3.5.2. Each Approved Work Order incorporates the Terms and Conditions of this Agreement, and becomes a part of this Agreement. An Approved Work Order must be consistent with - and cannot alter - the terms and conditions of this Agreement. The terms and conditions of this Agreement control over the terms and conditions contained in an Approved Work Order - even if the Approved Work Order expressly states that it is intended to control. Any conflicting terms and conditions in an Approved Work Order are invalid and unenforceable.
3.5.3. Subject to the terms and conditions of this Agreement as Amended, Contractor and City will negotiate the specific requirements of each Approved Work Order.
3.6. 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 services that will commit or authorize funds in excess of the contingency funds outlined in this Agreement as Amended will be provided unless both Parties execute an Amendment to this Agreement.
Amendment No. 1 to A11reement/e-Builder. lnc./Exhibit B - Amended March 15, 2021 Pa11e3
4. Payment Provisions
4.1. Payment of the first (1st) year's Annual Software Subscription term is due upon the Effective Date of the Agreement. Payments for all subsequent Annual Software Subscriptions shall be prepaid for the then current-year and due on the then current-year annual anniversary of the Effective Date of the MSA. As of the date of this Amendment No. 1, two Annual Software Subscription payments have been made by City (2019 and 2020).
4.2. Payment for Total One-Time Implementation Services is due thirty days from each of the following milestones:
4.2.1. Ten (10%) percent One Time Implementation Services on the Effective Date of Agreement (Paid April 2019)
4.2.2. Thirty (30%) percent One Time Implementation Services upon completion of Design & Requirements (Paid August 2019);
4.2.3. Balance of Modified One Time Implementation Services Remaining upon completion of Configuration & Testing Paid January 2020); and
4.2.4. e-Builder AppXchange Implementation Services
4.2.4.1. 50% paid in May, 2020
4.2.4.2. 50% due upon completion on AppXchange Implementation Services
4.3. Monthly Invoices. On a monthly basis, Contractor shall prepare an invoice which includes an either the flat rate charge where applicable or an itemization of time and materials spent on a services included in this Agreement or in a Work Order.
4.4. All monthly invoices shall include a written itemization of the authorized expenses incurred, if any, with a detail listing the cost and source of such expenses and when they were incurred in a format that will permit City to verify rates are the same as those authorized in the Agreement.
4.5. Contractor shall maintain documentation of such time and costs for City inspection for a period of three (3) years from the date of termination of this Agreement.
4.6. Within thirty (30) days of receipt of an approved itemized written invoice from Contractor, City shall pay Contractor the amount billed for Services performed and authorized costs incurred during that billing period.
Amendment No. 1 to Aqreement/e-Builder, lnc./Exhibit B - Amended March 15, 2021 Paqe4 AMENDMENT NO. 1
TO THE AGREEMENT FOR THE PERFORMANCE OF SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
E-BUILDER, INCORPORATED
EXHIBIT D - SAMPLE WORK ORDER
This Work Order is issued by the City of Santa Clara acting by and through its Electric Utility, Silicon Valley Power toe-Builder, Inc. After execution by City and a-Builder, this Work Order shall constitute a binding legal contract between the City and a-Builder pursuant to the terms of the Agreement effective 3/29/2019 through 3/29/2024. All services shall be using the terms and rates included in the Agreement In the event of any inconsistency between this Work Order and the Terms and Conditions of the Agreement, the Terms and Conditions of the Agreement shall govern and control.
Work Order No.: ______ (Revision No. _________ )
e-Builder Project Manager Name:
a-Builder Project Manager e-mail:
City I SVP Project Manager Name:
City I SVP Project Manager e-mail:
Period of Performance for this Work Order
Start Date: End Date: --------
Note: The End Date for this work order cannot be later than the term of the Agreement without amendment to the Agreement.
Maximum Work Order Compensation:
Note: The Maximum Work Order Compensation cannot exceed funds available in the Contingency without amendment to the agreement.
Available Contingency Funds in Agreement:
Previously Committed Contingency Funds in Agreement:
Sufficient Budget Appropriations are available in the following Account: ____ _ Amendment No. 1 to A9reement/e-Builder, lnc./Exhibit D Page 1 PART B: SERVICES TO BE PERFORMED
1. SCOPE OF WORK TO BE PERFORMED
E-Builder shall perform the service(s) described below in accordance with all of the Terms and Conditions of the Agreement. (Insert a detailed scope of work below or attach as a separate file.)
2. REVISED WORK ORDER
□ No
D If yes, provide a brief description of the change(s).
3. COMPENSATION
a. Basis of Compensation: D Time & Materials D Fixed Fee For Time and Materials, the hourly rate and estimated hours and estimated materials as well as other anticipated costs (such as but not limited to travel) shall be included in this proposed work order. In the event that a-Builder believes the Maximum Work Order Compensation will be exceeded, e-Builder shall notify City in advance including sufficient justification for the change in costs and shall not exceed the Maximum Work Order Compensation unless a Revised Work Order or New Work Order is executed by the Parties.
Signatures:
Authorized e-Builder Representative Name [Print]:
Signature: )MAUul{r 1#1, ~,L Date: a~ 1 ft'uu
Authorized City Representative Name [Print]: _______________ _ Date: Signature: ________________ _ -------
* Authorized City Representatives include Electric Utility Assistant Director, Chief Electric Utility Operating Officer, Chief Electric Utility Officer
Amendment No. 1 to Aqreement/e-Builder, lnc./Exhibit D Paqe2 City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-118 Agenda Date: 3/5/2024
REPORT TO COUNCIL
SUBJECT
Public Hearing. Rezone Request from MP Planned Industrial to HO-RD High Intensity Office / R&D for the Properties Located at 2421, 2431, 2441 and 2451 Mission College Boulevard to Align Zoning with General Plan Land Uses
COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development
BACKGROUND
The proposed rezoning on the subject site from MP Planned Industrial to HO-RD - High Intensity Office/R&D directly corresponds to and conforms with the site’s High Intensity Office/R&D General Plan land use designation, which is intended for high
‐
rise or campus-like developments for corporate
headquarters, offices, R&D, and supporting uses.
The proposed rezoning was presented before the Planning Commission at a publicly noticed meeting on January 31, 2024. The Planning Commission staff report (Attachment 1) provides an analysis of the project’s consistency with the General Plan. At the conclusion of the public hearing, the Planning Commission unanimously voted to recommend approval of the project (6-0-1 (Commissioner Huang absent)).
The City Council is being asked to conduct a public hearing and take two actions:
1. Determine that the project falls within the scope of the December 19, 2023 Addendum to the General Plan EIR.
2. Adopt a resolution approving a Rezone from MP Planned Industrial to HO-RD High Intensity Office / R&D.
DISCUSSION
At the January 31, 2024 Planning Commission meeting, staff presented an overview of the proposed rezoning and its conformance with the previously-adopted General Plan EIR Addendum. No members of the public provided comments.
The Planning Commission asked clarifying questions about the types of uses allowed in the HO-RD zoning district and whether data centers would be allowed, as well as understating the current use of the site. Staff responded that stand-alone data centers would not be permitted but that ancillary data centers would be permitted. Secondly, the site is already developed with four office buildings, one is occupied and three are vacant. The rezoning will allow for the three vacant buildings to be re- tenanted.
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24-118 Agenda Date: 3/5/2024
The Planning Commission stated that the uses of the HO-RD zoning district seem viable in this location and the rezone request aligns with the General Plan. The new zoning code map is coming forward for adoption soon, which would have fixed the site’s current discrepancy between the General Plan land use and zoning district. The developer applied for this action in advance of the new map in order to proceed with leasing the vacant buildings. Any future development project contemplating demolition of existing structures would need to come back through the appropriate review process. The Planning Commission unanimously voted to recommend approval of the rezoning (6-0-1 (Commissioner Huang absent)).
A copy of the January 31, 2024 Planning Commission Staff Report can be found as Attachment 1.
The report provides a comprehensive overview of the project and the requested actions and alternatives.
ENVIRONMENTAL REVIEW
On December 19, 2023, the City Council adopted an Addendum to the 2010-2035 General Plan Environmental Impact Report (EIR), which concluded that the adoption and implementation of the Zoning Code, including corresponding zone changes such as the proposed Project, fell within the scope of the previous EIR and would not require major revisions to the previous EIR; that there is no substantial change in circumstances as that would cause new or substantially more severe significant impacts from what was considered in the previous EIR; and that there is no new information of substantial importance that identifies new or more intense significant impacts than those identified in the previous EIR. The Project will rezone the property, consistent with the December 19 Addendum, in order to change the use for an existing office building in an established Office/R&D area with no construction.
FISCAL IMPACT
There is no fiscal impact to the City other than administrative staff time and expense to prepare this report.
COORDINATION
This report has been coordinated with the City Attorney’s Office.
PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board 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.
ALTERNATIVES
1. Deny the Rezone from MP Planned Industrial to HO-RD High Intensity Office / R&D.
RECOMMENDATION
2. Determine that the project falls within the scope of the December 19, 2023 Addendum to the General Plan EIR.
3. Adopt a resolution approving a Rezone from MP Planned Industrial to HO-RD High Intensity Office / R&D for the Properties Located at 2421, 2431, 2441 and 2451 Mission College City of Santa Clara Printed on 3/1/2024Page 2 of 3
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24-118 Agenda Date: 3/5/2024
Boulevard.
Reviewed by: Reena Brilliot, Acting Director, Community Development Department Approved by: Jovan Grogan, City Manager
ATTACHMENTS
1. Planning Commission Staff Report of January 31, 2024
2. Resolution Approving the Rezoning from MP Planned Industrial to HO-RD High Intensity Office / R&D.
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-1522 Agenda Date: 1/31/2024
REPORT TO PLANNING COMMISSION
SUBJECT
Public Hearing. Rezone Request from MP Planned Industrial to HO-RD High Intensity Office / R&D for the Properties Located at 2421, 2431, 2441 and 2451 Mission College Boulevard File No.: PLN23-00587
Applicant: The Sobrato Organization
Property Owner: SI 30, LLC and SI 34, LLC
General Plan: High Intensity Office / Research and Development (R&D) Zoning: MP Planned Industrial
Site Area: 20.49 acres (APNs: 104-41-046; -045; -032)
Existing Site Conditions: The project site is developed with four, two and three-story office buildings, a surface parking lot, and perimeter landscaping.
Surrounding Land Uses:
North: Great America Amusement Park
East: San Tomas Aquino Creek and Trail
South: Office Uses
West: Office Uses and the Santa Clara Marriott Hotel
Issues: Consistency with the General Plan.
Staff Recommendation: Adopt a resolution recommending that the City Council approve the rezone from MP Planned Industrial to HO-RD High Intensity Office / R&D
BACKGROUND
On December 6, 2023, the applicant, The Sobrato Organization, representing the property owner, SI 30, LLC and SI 34, LLC, filed for a rezoning from MP Planned Industrial to High Intensity Office / R&D for their properties located at 2421, 2431, 2441 and 2451 Mission College Boulevard.
The subject site has a General Plan land use designation of High Intensity Office/Research & Development (R&D).The General Plan land use designation was applied to this site with the adoption of the City’s current General Plan, the 2010-2035 General Plan. While with the adoption of this Plan, the City implemented new General Plan land use designations, it did not adopt corresponding conforming zoning districts.
On December 19, 2023, the City Council introduced an Ordinance amending Title 18 of the Santa Clara City Code to implement the Zoning Code Update. The Council adopted the Ordinance on January 9, 2024, with an effective date of February 8, 2024. This Ordinance created a new zoning designation, HO-RD - High-Intensity Office/R&D that directly corresponds to and conforms with the City of Santa Clara Printed on 1/26/2024Page 1 of 3
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24-1522 Agenda Date: 1/31/2024
High Intensity Office/R&D General Plan land use designation, which intends for high ‐
rise or campus
‐
like developments for corporate headquarters, offices, R&D, and supporting uses.
DISCUSSION
While the City Council has adopted the Zoning Code Update, it has not yet taken action to update the Zoning Map and apply the new zoning districts to properties where there is a current inconsistency between the General Plan land use designation and the zoning district, such as the subject site. This work is forthcoming and staff will bring the Zoning Map adoption forward for Planning Commission and City Council’s consideration in Spring 2024. As part of the Zoning Map adoption process, this site will be proposed to be rezoned to the new Zoning District of HO-RD - High-Intensity Office/R&D, which conforms to the General Plan designation on the site. The applicant is currently working to re- tenant three of the buildings on the subject site for medical uses, which are permitted under the new HO-RD - High-Intensity Office/R&D zoning district and would like the new zoning district adopted expeditiously to support this immediate re-tenanting effort. As such the applicant has proposed to proactively rezone the property to the HO-RD zoning district, rather than wait for the Zoning Map adoption process.
The proposed Rezoning is not only consistent with the site’s General Plan land use designation, but also with the following General Plan Policies as discussed below:
Office and Industrial Land Use Policies
5.3.5 ‐
P1 Work with existing Santa Clara businesses to retain and expand employment opportunities and strengthen the existing tax base.
The rezoning will allow for the existing vacant office buildings be re-tenanted consistent with the site’s land use designation, thereby increasing employment opportunities in Santa Clara.
5.3.5 ‐
P5 Allow the development of Office/Research and Development uses in varied configurations and intensities to meet the needs of existing and new businesses.
The rezoning will meet the needs of a new business, which is consistent with the site’s land use designation.
5.3.5 ‐
P16 Protect the industrial land use designations from incompatible uses in order to maintain the City’s strong fiscal health and quality services that are supported by new businesses and technologies and retention of well
‐
established existing businesses.
The rezoning will support and allow for a new business in an existing vacant office building.
As discussed above, the proposed Rezoning is consistent with the subject site’s General Plan land use designation and General Plan policies; therefore, staff recommends that the Planning Commission recommend approval of the rezone to the City Council.
ENVIRONMENTAL REVIEW
On December 19, 2023, the City Council adopted an Addendum to the 2010-2035 General Plan Environmental Impact Report (EIR), which concluded that the adoption and implementation of the City of Santa Clara Printed on 1/26/2024Page 2 of 3
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24-1522 Agenda Date: 1/31/2024
Zoning Code, including corresponding zone changes such as the proposed Project, fell within the scope of the previous EIR and would not require major revisions to the previous EIR; that there is no substantial change in circumstances as that would cause new or substantially more severe significant impacts from what was considered in the previous EIR; and that there is no new information of substantial importance that identifies new or more intense significant impacts than those identified in the previous EIR. The Project will rezone the property, consistent with the December 19 Addendum, in order to change the use for an existing office building in an established Office/R&D area with no construction.
FISCAL IMPACT
There is no fiscal impact to the City for processing the requested application other than administrative time and expense typically covered by processing fees paid by the applicant.
COORDINATION
This report has been coordinated with the City Attorney’s Office.
PUBLIC CONTACT
On January 18, 2024, a notice of public hearing was mailed to property owners within 300 feet of the project site. A notice of public hearing was also published in the Weekly, a newspaper of general circulation in the City, on January 18, 2024, for the January 31, 2024 Planning Commission meeting. As of the writing of this report, planning staff has not received public comments for this application.
RECOMMENDATION
1. Determine that the project falls within the scope of the December 19, 2023 Addendum to the General Plan EIR.
2. Adopt a resolution recommending the City Council approve a Rezone from MP Planned Industrial to HO-RD High Intensity Office / R&D.
Prepared by: Lesley Xavier, Planning Manager
Reviewed by: Alexander Abbe, Assistant City Attorney
Approved by: Reena Brilliot, Acting Director, Community Development Department
ATTACHMENTS
1. Resolution Recommending City Council Approval of the Rezoning City of Santa Clara Printed on 1/26/2024Page 3 of 3
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Resolution/Rezone 2421, 2431, 2441 and 2451 Mission College Boulevard Page 1 of 2 Rev: 7/27/2023
RESOLUTION NO. _____
A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA
APPROVING A REZONING FROM PLANNED INDUSTRIAL (MP)
TO HIGH INTENSITY OFFICE RESEARCH AND DEVELOPMENT
(HO-RD) FOR THE SITE LOCATED AT 2421, 2431, 2441 and 2451
MISSION COLLEGE BOULEVARD, SANTA CLARA
File No. PLN23-00587 (Rezoning)
WHEREAS, On December 6, 2023, the applicant, The Sobrato Organization, representing the property owner, SI 30, LLC and SI 34, LLC, filed for a rezoning from MP Planned Industrial to High Intensity Office / R&D for their properties located at 2421, 2431, 2441 and 2451 Mission College Boulevard (“Project Site”);
WHEREAS, the Project Site is currently developed with four two-story and three-story office buildings, a surface parking lot and site landscaping;
WHEREAS, the Project Site has a General Plan land use designation of High Intensity Office / Research and Development and is zoned Planned Industrial (MP); WHEREAS, the applicant proposes to rezone the property from Planned Industrial (MP) to High- Intensity Office/Research & Development (HO-RD);
WHEREAS, the HO-RD - High-Intensity Office/R&D zoning district directly corresponds to and conforms with the High Intensity Office/R&D General Plan land use designation for the Project Site; and,
WHEREAS, on December 19, 2023, the City Council adopted an Addendum to the 2010-2035 General Plan Environmental Impact Report (EIR) analyzing the environmental impacts of the adoption of the Zoning Code Update and associated rezoning actions, and the proposed rezone falls within the scope of that Addendum;
WHEREAS, the Project was reviewed and recommended for approval of the Rezone by the Planning Commission on January 31, 2024;
WHEREAS, on January 24, 2024, notices of the public meeting for the City Council Hearing of March 5, 2024, were posted in three conspicuous locations within 300 feet of the Project Site, Resolution/Rezone 2421, 2431, 2441 and 2451 Mission College Boulevard Page 2 of 2 Rev: 7/27/2023
and mailed to all property owners within 300 feet of the Project Site boundaries; and WHEREAS, on March 5, 2024, the City Council held a duly noticed public hearing to consider the Rezoning, at which time all interested persons were given an opportunity to provide testimony and present evidence, both in support of and in opposition to the proposed rezoning.
NOW THEREFORE, BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:
1. That the City Council hereby finds that the above Recitals are true and correct and by this reference makes them a part hereof.
2. That the City Council hereby rezones the Project Site from Planned Industrial (MP) to High-Intensity Office/Research & Development (HO-RD).
3. Effective date. This resolution shall become effective immediately.
I HEREBY CERTIFY THE FOREGOING TO BE A TRUE COPY OF A RESOLUTION PASSED
AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 5TH DAY OF MARCH, 2024, BY THE FOLLOWING VOTE:
AYES: COUNCILORS:
NOES: COUNCILORS:
ABSENT: COUNCILORS:
ABSTAINED: COUNCILORS:
ATTEST: ______________________________
NORA PIMENTEL, MMC
ASSISTANT CITY CLERK
CITY OF SANTA CLARA
Attachments incorporated by reference: None
S:\Attorney\RESOLUTIONS\Form Resolution-City.doc
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-246 Agenda Date: 3/5/2024
REPORT TO CITY COUNCIL AND STADIUM AUTHORITY BOARD
SUBJECT
Informational Report on Super Bowl LX and FIFA World Cup 2026 Updates
BOARD PILLARS
Enhance Community Engagement and Transparency
Ensure Compliance with Measure J and Manage Levi’s Stadium
BACKGROUND
In 2026, Levi’s Stadium will host Super Bowl LX in February 2026 and six FIFA World Cup 2026 (FWC26) matches between June 13 - July 1, 2026. The events are collectively referred to as 2026 Major Events in the report.
With the goal of promoting engagement and awareness for the Santa Clara community, this informational report provides an update on the City and Stadium Authority’s pre-planning efforts for Super Bowl LX and FWC26.
FWC26 Overview
The FIFA World Cup is an international men’s soccer competition between the national teams of the Fédération Internationale de Football Association (FIFA), the sport's international governing body.
The World Cup is held every four years and is the most prestigious association soccer tournament in the world, as well as the most widely viewed and followed single sporting event in the world. FIFA also hosts a Women’s World Cup which has a separate competition and tournament schedule.
On June 16, 2022, FIFA announced the 16 regions that will host matches for men’s World Cup 2026 across Canada (2 locations), Mexico (3 locations), and the United States (11 locations). The World Cup 2026 Host Cities are:
· Atlanta (Mercedes-Benz Stadium)
· Boston (Gillette Stadium)
· Dallas (AT&T Stadium)
· Guadalajara, Mexico (Estadio Akron)
· Houston (NRG Stadium)
· Kansas City (Arrowhead Stadium)
· Los Angeles (SoFi Stadium)
· Mexico City, Mexico (Estadio Azteca)
· Miami (Hard Rock Stadium)
· Monterrey, Mexico (Estadio BBVA)
· New York / New Jersey (MetLife Stadium)
· Philadelphia (Lincoln Financial Field)
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· San Francisco Bay Area (Levi’s Stadium)
· Seattle (Lumen Field)
· Toronto, Canada (BMO Field)
· Vancouver, Canada (BC Place)
On February 4, 2024, FIFA announced the match schedule for FWC26. Levi’s Stadium will host matches on June 13, 16, 19, 22 and 25 and July 1, 2026. The June matches are “group” matches and the July 1 match is considered a “knockout” match which represents a round of 32 teams.
On May 23, 2023, the City Council and Stadium Authority Board adopted the following Guiding Principles for FIFA World Cup 2026 Events:
1. Professionally oversee FIFA World Cup 2026 events in a manner that positively highlights the City of Santa Clara and celebrates the rich diversity of Santa Clara’s neighborhoods.
2. Attain reimbursement of all event costs, including public safety (pre- and post-event costs).
3. Ensure direct benefits to the Santa Clara community and Santa Clara businesses.
4. Plan and provide for communication and engagement with residential neighborhoods adjacent to Levi’s Stadium and other venues that will be utilized for large events.
5. Ensure specific benefits to and involvement of Santa Clara youth and adult soccer programs.
6. Seek revenue generating utilization of the Santa Clara Convention Center and other event and recreation spaces (including college and school facilities) in the City of Santa Clara without any impact to the General Fund.
7. Seek mitigation of City and Stadium Authority financial risks and liabilities.
8. Engage in transparent communication on pre-planning efforts, with periodic progress reports to the City Council, including reports published on the City’s website to promote engagement and awareness for residential neighborhoods adjacent to the Stadium and the City as a whole.
9. Pledge that the Santa Clara City Council, Stadium Authority Board, and City staff will follow the law, act ethically and transparently with the expectation that other parties do the same.
Super Bowl LX Overview
The Super Bowl is the annual championship game of the National Football League (NFL). It serves as the final game of every NFL season and is generally played on the second Sunday in February.
On May 22, 2023, the NFL announced that Super Bowl LX will be played at Levi's Stadium.
The City Council and Stadium Authority Board may want to consider adopting guiding principles for Super Bowl LX, similar to those adopted for FWC26. The proposed Super Bowl LX Guiding Principles are as follows:
1. Professionally oversee the Super Bowl LX in a manner that positively highlights the City of Santa Clara and celebrates the rich diversity of Santa Clara’s neighborhoods.
2. Attain reimbursement of all event costs, including public safety (pre- and post-event costs).
3. Ensure direct benefits to the Santa Clara community and Santa Clara businesses.
4. Plan and provide for communication and engagement with residential neighborhoods adjacent to Levi’s Stadium and other venues that will be utilized for large events.
5. Ensure specific benefits to and involvement of Santa Clara youth and adult football programs.
6. Seek revenue generating utilization of the Santa Clara Convention Center and other event and recreation spaces (including college and school facilities) in the City of Santa Clara without City of Santa Clara Printed on 3/1/2024Page 2 of 4
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24-246 Agenda Date: 3/5/2024
any impact to the General Fund.
7. Seek mitigation of City and Stadium Authority financial risks and liabilities.
8. Engage in transparent communication on pre-planning efforts, with periodic progress reports to the City Council, including reports published on the City’s website to promote engagement and awareness for residential neighborhoods adjacent to the Stadium and the City as a whole.
9. Pledge that the Santa Clara City Council, Stadium Authority Board, and City staff will follow the law, act ethically and transparently with the expectation that other parties do the same.
DISCUSSION
Staff and the Bay Area Host Committee (BAHC) will be providing presentations on the topics outlined below (Attachments 1 and 2).
2026 Major Events Key Stakeholders
At the March 5, 2024 City Council and Stadium Authority Board meeting, staff will provide a presentation on the stakeholder structure, roles of key stakeholders, and their responsibilities and relationship with the City and Stadium Authority for the 2026 Major Events. Key stakeholders include the following:
· BAHC
· NFL
· FIFA
· Stadium Authority
· City of Santa Clara
· Forty Niners SC Stadium Company, LLC (StadCo)
· Forty Niners Stadium Manager Company LLC (Stadium Manager) · Regional, state, and federal government partners
Bay Area Host Committee
BAHC will also provide a presentation at the March 5, 2024 meeting on the following:
· Organization
· Board of Directors
· Team
· Major events
· Organizational objectives
Recent and Current City and Stadium Authority Work Efforts Staff’s presentation will include updates on recent and current City and Stadium Authority work efforts related to:
· Acquisition of key FWC26 documents
· Negotiations for assignment and assumption of FWC26 responsibilities and costs · City infrastructure and resources
· Stadium capital project oversight
· Information Obtained from Participation in Programs at this Year’s Super Bowl (Super Bowl LVIII in Las Vegas)
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· Conferences and meetings with key stakeholders
Planned and Anticipated City and Stadium Authority Work Efforts Staff’s presentation will also describe planned and anticipated City and Stadium Authority work efforts related to:
· Emergency management planning
· Public safety planning
· Negotiation and execution of an Assignment and Assumption Agreement and other relevant agreements required for FWC26
· Negotiation and execution of a League Event Agreement and other relevant agreements required for SBLX
· Community partnerships and outreach
ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(5) in that it is a governmental organizational or administrative activity that will not result in direct or indirect changes in the environment.
FISCAL IMPACT
There is no fiscal impact associated with this item other than administrative staff time.
COORDINATION
This report was coordinated between the Executive Director and Stadium Authority Counsel’s Offices.
PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the
public information desk at any City of Santa Clara public library.
RECOMMENDATION
1. Approve the proposed Super Bowl LX Guiding Principles; and,
2. Note and file the informational report on FIFA World Cup 2026 and Super Bowl LX updates.
Reviewed by: Chuck Baker, Assistant City Manager
Approved by: Jovan D. Grogan, Executive Director
ATTACHMENTS
1. City and Stadium Authority Presentation on SBLX and FWC26 Updates
2. Bay Area Host Committee Presentation
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Outline
SCSA/City Presentation – PART 1
Bay Area Host Committee Presentation (separate presentation) SCSA/City Presentation – PART 2
1SCSA
SANTA CLARA STADIUM AU THORITY
Santa Clara Stadium
Authority
Informational Report on
Super Bowl LX and FIFA
World Cup 2026 Updates
March 5, 2024
Item #6, RTC # 24-246
Presenters
City / Stadium Authority Staff
• Jovan D. Grogan, City Manager/Executive Director, City/Stadium Authority • Glen R. Googins, City Attorney/Stadium Authority Counsel, City/Stadium Authority
• Chuck Baker, Assistant City Manager, City/Stadium Authority • Elycia Knight, Development Project Manager, City/Stadium Authority • David Flamm, Emergency Services Officer, City
• Derek Rush, Assistant Police Chief, City
3 Background
Jovan D. Grogan
City Manager / SCSA Executive Director
City of Santa Clara / Stadium Authority
SCSA
SANTA CLARA STADIUM AU THORITY
Agenda
SCSA/City Presentation – PART 1
• Background
o FIFA World Cup 2026 (FWC26)Guiding Principles
o Super Bowl LX (SBLX) Guiding Principles
o Games Overview
o Stakeholder Structure and Roles
5 Agenda
SCSA/City Presentation – PART 2
• Negotiations SBLX and FWC26
o Games Overview
o Stakeholder Structure and Roles
• Recent and Current Work Efforts
o Overall, SBLX, FWC26
• Planned Work Efforts
o Agreements, Emergency Management, Public Safety, Partnerships 6 FWC26 Guiding Principles
1. Professionally oversee FIFA World Cup 2026
events in a manner that positively highlights
the City of Santa Clara and celebrates the
rich diversity of Santa Clara’s neighborhoods.
2. Attain reimbursement of all event costs,
including public safety (pre- and post-event
costs).
3. Ensure direct benefits to the Santa Clara
community and Santa Clara businesses.
4. Plan and provide for communication and
engagement with residential neighborhoods
adjacent to Levi’s Stadium and other venues
that will be utilized for large events.
5. Ensure specific benefits to and involvement of
Santa Clara youth and adult soccer
programs.
7 6. Seek revenue generating utilization of the Santa
Clara Convention Center and other event and
recreation spaces (including college and school
facilities) in the City of Santa Clara without any
impact to the General Fund.
7. Seek mitigation of City and Stadium Authority
financial risks and liabilities.
8. Engage in transparent communication on pre-
planning efforts, with periodic progress reports to
the City Council, including reports published on
the City’s website to promote engagement and
awareness for residential neighborhoods adjacent
to the Stadium and the City as a whole.
9. Pledge that the Santa Clara City Council, Stadium
Authority Board, and City staff will follow the law,
act ethically and transparently with the expectation
that other parties do the same.
On May 23, 2023, the City Council and Stadium Authority Board adopted the following:
SCSA
SANTA CLARA STADIUM AU THORITY
Proposed SBLX Guiding Principles
1. Professionally oversee Super Bowl LX events
in a manner that positively highlights the City
of Santa Clara and celebrates the rich
diversity of Santa Clara’s neighborhoods.
2. Attain reimbursement of all event costs,
including public safety (pre- and post-event
costs).
3. Ensure direct benefits to the Santa Clara
community and Santa Clara businesses.
4. Plan and provide for communication and
engagement with residential neighborhoods
adjacent to Levi’s Stadium and other venues
that will be utilized for large events.
5. Ensure specific benefits to and involvement of
Santa Clara youth and adult football
programs.
8 6. Seek revenue generating utilization of the Santa
Clara Convention Center and other event and
recreation spaces (including college and school
facilities) in the City of Santa Clara without any
impact to the General Fund.
7. Seek mitigation of City and Stadium Authority
financial risks and liabilities.
8. Engage in transparent communication on pre-
planning efforts, with periodic progress reports to
the City Council, including reports published on
the City’s website to promote engagement and
awareness for residential neighborhoods adjacent
to the Stadium and the City as a whole.
9. Pledge that the Santa Clara City Council, Stadium
Authority Board, and City staff will follow the law,
act ethically and transparently with the expectation
that other parties do the same.
SCSA
SANTA CLARA STADIUM AU THORITY
In the News
9Sources: FIFA, New York Times, ESPN, CBS Sports, and New Orleans Metro News Feb 4, 2024
Feb 10, 2024
Feb 11, 2024
Feb 4, 2024
Feb 25, 2024
Super Bowl
LX
Super Bowl LX
Overview
• February 2026
• On May 22, 2023, the
NFL announced that
Super Bowl LX will be
played at Levi's Stadium
FIFA World
Cup 2026
FWC26
Host Cities
• On June 16, 2022, FIFA announced
sixteen (16) Host Cities/regions in
North America
o 2 in Canada (Vancouver
and Toronto)
o 3 in Mexico (Mexico City,
Guadalajara, and Monterrey,)
o 11 in the United States (Seattle, San
Francisco Bay Area, Los Angeles,
Kansas City, Dallas, Houston,
Atlanta, Boston, New York/New
Jersey, Philadelphia, and Miami.
FWC26
Levi’s Stadium
• On February 4, 2024, FIFA
announced the FWC26
Match Schedule.
• MetLife Stadium in NJ/NY
will host the final.
• 6 Matches
o 5 Group Stage
o 1 Knockout Round
SCSA
SANTA CLARA STADIUM AU THORITY
SAN FRANCISCO
BAY AREA
Stakeholder Roles
Non-profit focused on bringing mega-events to the Bay Area.
Host City for both SBLX and FWC26.
Professional football league responsible for organizing the annual Super Bowl event.
Soccer's international governing body that organizes the FIFA World Cup, an international competition between FIFA's national teams.
Local jurisdiction where Levi's Stadium is located.
Lead agency responsible for public safety and permitting for the events.
Owner of Levi's Stadium, which will host SBLX and six FWC26 matches.
Stakeholder Roles (Cont.)
StadCo leases Levi's Stadium for NFL games. Stadium Manager manages Levi's Stadium on behalf of StadCo and Stadium Authority.
Federal partners to work with City/SCSA and BAHC on public safety and security for the 2026 major events.
State partners to work with City/SCSA and BAHC on emergency planning, public safety and other items for the 2026 major events.
Regional partners to work with City/SCSA and BAHC on public safety, emergency planning, and other items for the 2026 major events.
Regional public transportation agencies to work with City/SCSA and BAHC to coordinate transportation to and from the 2026 major events. &
Stadium Manager
+
+
+
+
SCSA
Santa Clara Stadium Authority
Agenda
SCSA/City Presentation – PART 2
• Negotiation of Agreements and Documents
• Ongoing City and Stadium Authority Work Efforts
• Stadium Capital Projects
• City Infrastructure and Resources
• Emergency Preparedness
• Public Safety Planning
• Planned Work Efforts
• Next Steps / Recommendation
18 Negotiation of Agreements and
Documents
Glen R. Googins
City Attorney/Stadium Authority Counsel
City of Santa Clara/Stadium Authority
SCSA
SANTA CLARA STADIUM AU THORITY
FWC26 Agreements
• Acquisition of Key FWC26 Agreements
o Stadium Agreement
o Host City Agreement
o Addendum to Stadium Agreement and Host City
Agreement
o Process for obtaining access to any and all other
documents and information relevant to any proposed
City/Stadium Authority FWC26 obligations
SCSA
SANTA CLARA STADIUM AU THORITY
Negotiations of Event
Implementation Agreements
• Assignment and Assumption Agreement
o Parties: Stadium Authority/City, BAHC,
ManCo/StadCo
o Premise: All FWC26 Event Obligations under the
Stadium Agreement to be Assigned to and Assumed
By the BAHC in Consideration of BAHC receiving all
associated Event Revenues.
21SCSA
SANTA CLARA STADIUM AU THORITY
Key Terms
• Refined Definitions/Understandings of Event Expenses and Event Revenues • Refined Definitions/Understandings of Required Stadium Improvements and an Implementation Process that Minimizes Impacts on other Events • Assurances that Cost Reimbursements Will be Available When Needed and in Amounts Needed
• Preservation of Stadium Authority Non-NFL Event Surcharge and Possible Other Mechanisms to Mitigate Opportunity Costs
• Cooperation to Maximize City’s Share of Community Benefits • Accounting/Oversight to Assure Proper Allocation and Full Reimbursement of Costs
• FIFA Approval of Assignment to BAHC of all Stadium Authority Performance Obligations
22SCSA
SANTA CLARA STADIUM AU THORITY
Other Agreements
FWC26 & SBLX
• Government Services Agreement with the City to Insure Understanding and Reimbursement of all Stadium Agreement Costs and Any Proposed Host Agreement Obligations
• Use Agreements with the Convention Center
• City Agreements with Other Agencies for Public Safety Services • Review and Approval of ManCo Event Service Agreements • Others to be Determined
• Super Bowl LX “League Event Agreement”
23SCSA
SANTA CLARA STADIUM AU THORITY
Ongoing City and Stadium
Authority
Work Efforts
Chuck Baker
Assistant City Manager
City of Santa Clara/Stadium Authority
SCSA
SANTA CLARA STADIUM AU THORITY
FWC26 Work Efforts-to-Date
• US Conference of Mayors – Washington, DC - January 17-18, 2024 o Update on planning and the status of federal funding to support host cities o Public safety and transportation session on issues surrounding the games o City Manager had the following legislative meetings:
Senator Laphonza Butler
Senator Alex Padilla
Representative Kevin Mullin
Office of Representative Anna Eshoo
Office of Representative Ro Khanna
SCSA
SANTA CLARA STADIUM AU THORITY
SBLX Work Efforts-to-Date
• NFL Tour with BAHC – Santa Clara– December 13, 2023
• Meet and Greet with key NFL operations officials
• Superbowl LVIII Future Host Programs – Las Vegas – February 9-10, 2024 • Visiting Public Safety Officer (VPSO)
• Multi-day meetings and tours included: Local FBI Office and Command Center, Allegiant Stadium, NFL Fan Zone, Las Vegas Metro PD’s, Joint Information Center (JIC), Vehicle and Cargo Inspection Center (VACIS), Team Hotels and security deployments, Joint Emergency Training Institute (JETI), Emergency Communications (Public/Private partnership) • Future Host Cities Meeting
• 4 cities in attendance: New Orleans, Santa Clara/Bay Area, Los Angeles, Charlotte • One-day meetings with NFL department heads and Las Vegas Host Committee at Mandalay Bay Convention Center, Allegiant Stadium and Caesars Palace City Infrastructure and Resources
• Mobile Command Vehicle
– The City’s Fire Department does not have a mobile command vehicle suitable for supporting moderate incidents like multi-alarm fires.
– In February 2024, the City submitted a $2M state budget request to Assembly Member Low to fund a command vehicle capable of supporting large-scale, regional emergencies with Unified Command.
• Staffing for Adequate Fire and Emergency Response (SAFER) Grant • The City’s SAFER Grant is currently funding 18 Firefighter positions and is set to expire in March 2026.
– Staff is working with the City’s legislative consultant and FEMA to explore potential options to obtain more grant funding and/or extend the grant through July 2026.
City Infrastructure and Resources
• Public Safety Radios
– The City’s Police and Fire Departments’ interoperable radios are reaching end of service and will need to be replaced in the near future. – Staff is planning to bring forward an agreement for Council approval at the March 19 Council meeting.
– Funding for the radio replacement has been identified through multiple sources, including a $1.75M appropriation in Assembly Bill 102 Budget Act of 2023 and a pending $963K federal earmark.
City Infrastructure and Resources
• Key Agreement(s)
– Analyzing and developing work plan for City contracts and agreements that are set to expire near or during the first half of 2026.
• City Capital Projects – Routine/Maintenance
– Strategic planning to mitigate impacts to ensure completion before or after the major events in the area.
• E.g, Great America Parkway/Mission College Intersection Improvements Project – Widen intersection with additional left-turn and vehicle lanes – Bicycle lane, pedestrian, and bus stop improvements
– Traffic signal upgrades and pavement rehabilitation
Stadium Capital Projects
Elycia Knight
Development Project Manager
City of Santa Clara/Stadium Authority
SCSA
SANTA CLARA STADIUM AU THORITY
Stadium Capital Projects
• Stadium Authority is enhancing its oversight and tracking of capital projects.
• Stadium capital projects require additional focus, as the facility is anticipated to require more maintenance and replacement needs in the upcoming years.
• Stadium Manager has identified various capital improvements that will need to be completed by 2026
o No capital projects required for SBLX
o One known capital project required for FWC26
Bowl/Field Modification
31SCSA
SANTA CLARA STADIUM AU THORITY
Capital Project Oversight
• Capital improvements oversight includes:
o Coordination with Stadium Manager on schedule sequencing and review of potential impacts on Non-NFL Events.
o Mitigation of potential revenue loss during FWC26 and SBLX- related renovations.
o Oversight of project timelines and milestones.
o Compliance oversight with regulations, standards, and adherence to agreements.
o Management and facilitation of interdepartmental coordination of plan review and permitting of projects.
o Oversight of the annual Capital Expenditure Budget and 5-year Capital Plan to ensure overall project success through planning and execution.
SCSA
SANTA CLARA STADIUM AU THORITY
Stadium Capital Projects
Sample Capital Projects to be Completed by 2026
(not required by SBLX or FWC26)
Improvement Funded By
Digital Video Display Replacement
and Control Room Upgrade
StadCo
Suite Renovations StadCo
Enhanced Naming Rights Signage Joint (SCSA &
StadCo)
Special Event Area Renovations
(Yahoo Wing)
Joint (SCSA
& StadCo)
Field Sports Lighting LED Retrofit SCSA
Stadium Capital Projects
34 • Capital Project Required by
FWC26
• Bowl/Field Modification: Current
pitch at Levi’s Stadium of 64m x
105m does not meet FIFA’s desired
specifications of 68m x
105m. Modifications can be made
to meet FIFA’s requirements
however further analysis and
negotiations with FIFA are in-
progress.
Emergency Preparedness
David Flamm
Emergency Services Manager
City of Santa Clara
SCSA
SANTA CLARA STADIUM AU THORITY
Office of Emergency
Services (OES)
Response, Preparedness, and Recovery
• To provide a place to collectively communicate, a
language with which to communicate, and a
process to set collective objectives
• To maintain strategic level “whole of
jurisdiction” mission focus
• To facilitate multi-stakeholder coordination,
planning, and preparedness focused on
resilience and readiness
36 Current OES Projects
SBLX/FWC26 Prep
• Department of Homeland Security Cyber Tabletop Exercise Partnership
• TEEX Sports/Special Event Training Suite
• Emergency Management Concepts Course Offerings
• FBI Victim Services Briefings
• Urban Area Security Initiative Cyber Tabletop Exercise 37 SB50 Pre-Event Preparedness
Initiated 10 Months Prior
• Emergency Management Planning
Groups: 5
• Planning Meetings (amongst all
groups): 35
• Exercises and Drills Conducted: 6+
• Trainings Conducted: 5 major
categories. Multiple individual
classes under each.
38 SB50 vs. Now
Much Further Along
• Starting earlier
• Products and templates built
• Complex problems already solved
• Joint Information Center/Public Information
Officer components defined
• EOC and Ops Centers built out
• Emergency Managers in place
• Relationships established
• Better tailored trainings/classes
39 Public Safety Planning
Derek Rush
Assistant Police Chief
City of Santa Clara
SCSA
SANTA CLARA STADIUM AU THORITY
Public Safety Planning
Super Bowl LX ∙ FIFA World Cup 26
• Super Bowl 50 Review
– We have coordinated and implemented a sound, safe
operational plan for a major, globally observed event
– Comprehensive after-action review
• What still applies? What doesn’t?
– Partnerships
– Subcommittee structure
– Technology
– Infrastructure/Footprint/Areas of Responsibility
Public Safety Planning
Super Bowl LX ∙ FIFA World Cup 26
• Special Event Assessment Rating (SEAR)
– Will define the level and type of Federal law enforcement and security support provided. – Various Levels:
1. Significant events with national and/or intern ational importance that require extensive federal interagency support.
2. Significant events with national and/or intern ational importance that may require some level of federal interagency support.
3. Events of national and/or international importance that require only limited federal support.
4. Events with limited national importance that are managed at the state and local levels.
5. Events that may be nationally recognized but generally have local or state importance. – Super Bowls have historically been SEAR 1 events.
– SEAR rating for FWC26 events in Santa Clara are TBD. Department of Homeland Security is evaluating.
– Public Safety structure will change once we know the SEAR rating.
Public Safety Planning
Super Bowl LX ∙ FIFA World Cup 26
• Steps Forward
– Review of Super Bowl after-action reports
– Review/enhancement of policies, procedures
– Training/simulations/table-top exercises
– Equipment/resource allocation
– Internal staffing and committee designations
– Evaluate TBD areas of responsibility
– Partnership communication and collaboration
Public Safety Planning
Super Bowl LX ∙ FIFA World Cup 26
• Visiting Public Safety Official (VPSO) program
– Collaboration with LVMPD, NOPD (SB59), SCCSO, SJPD,
SFPD
• Multi-Day Itinerary
• Key Take-Aways
– Elevated scope & magnitude
– Internal demands will be significant
– Quality partnerships are a necessity
Planned City and Stadium
Authority
Work Efforts
Chuck Baker
Assistant City Manager
City of Santa Clara/Stadium Authority
SCSA
SANTA CLARA STADIUM AU THORITY
Planned Work Efforts - Agreements
• SBLX
o Continue meeting with BAHC and other key stakeholders as needed to finalize Government Services Agreement negotiations and any other potential agreements, subject to Board approval.
• FWC26
o Continue meeting with BAHC and other key stakeholders as needed to finalize Assignment and Assumption Agreement negotiations and any other potential agreements, subject to Board approval.
SCSA
SANTA CLARA STADIUM AU THORITY
Planned Work Efforts – Partnerships
• SBLX
o Work with BAHC to identify Santa
Clara-focused community
organizations and small business
owners that will serve as
stakeholders in developing and
implementing community
benefits/grants and the NFL Business
Connections strategy.
o Staff will also partner with
various municipal agencies and
cities on key work efforts for the
events.
Planned Work Efforts – Partnerships
• FWC26
o Staff is focused on ensuring that all
communities in Santa Clara reap the
incredible economic and cultural
benefits of FWC26.
o Staff will also partner with various
municipal agencies and cities on key
work efforts for the events.
Next Steps
&
Recommendation
SCSA
SANTA CLARA STADIUM AU THORITY
Next Steps
• Staff will provide an update to the Council and Board on these work efforts in June 2024.
SCSA
SANTA CLARA STADIUM AU THORITY
Staff Recommendation
1. Note and file informational report on Super Bowl LX and FIFA World Cup 2026 updates; and,
2. Adopt the Super Bowl LX Guiding Principles.
SCSA
SANTA CLARA STADIUM AU THORITY
SCSA
Santa Clara Stadium Authority
© 2024 Bay Area Host Committee
MARCH 2024
City of Santa Clara &
Santa Clara Stadium Authority
1 Next Steps
What We Do
Who We Are
Agenda
2 Next Steps
What We Do
Who We Are
Agenda
3 The BAHC is a 501 (c) (6) non-profit
focused on bringing mega-events
to the Bay Area
4 The Vision
5 Our Goal is to Attract More Sporting
Events to the Bay How we Improve as a Sports Market?
Cost of Living Mitigation
Additional government funding and
support
Sustainable sports commission
Source: Sports Business Journal March 2023
6 The PAST The PRESENT The FUTURE
BAHC Exists To Unite The Bay Area Through Sport
2013: Establishment of BAHC
2016: Super Bowl 50
2019: CFP Championship
2026 and Beyond:
Establish a sustainable model
and increase Bay Area’s
competitiveness for major
sporting events
2022: New Board & Bylaws
2023-24: New CEO & Brand
Feb 2025: NBA All-Star Game
Feb 2026: Super Bowl LX
June 2026: FIFA World Cup
Where we’ve been & where we are going
7 BAHC Partner Organizations
• First & only regional sports entity
supported by every local professional
sports team
• Soccer-specific working group inclusive
of grassroots, club, semi-pro, and pro
teams focused on growing the beautiful
game
• Strong ties to local tourism and business
associations to drive economic vitality,
community engagement, civic pride,
and global recognition in the Bay Area
8 BAHC Supporting Partners | BAHC is supported by partners strategically across their domain expertise
9 Our logo draws
inspiration from the
eight iconic bridges
and countless
diverse cultures
spanning the Bay
Brand Identity
10 Our identity embodies Bay Area's sports teams, serving as a visual foundation for our efforts to build pride, connect communities, and re-energize the region
11 BAHC Board of Directors | The Board has representation and support across all local professional sports teams
Brandon Schneider
President & COO, Golden
State Warriors
Larry Baer
President & CEO,
SF Giants
Jonathan Becher
President, San Jose
Sharks
Al Guido
President, San Francisco
49ers
Daniel Lurie
Founder, Tipping Point
Community
Cipora Herman
Board of Director,
ZipRecruiter / Opendoor
Ahmad Thomas
CEO, Silicon Valley
Leadership Group
Jared Shawlee
President, San Jose
Earthquakes
Aly Wagner
Founder & Chair, Bay FC
(Former Olympian)
12 BAHC Advisory Board | BAHC is supported by a growing Advisory Board of sports & community leaders
Hydra Mendoza
VP, Chief of Strategic
Relationships in the
Office of the Chair &
CEO, Salesforce
Cynthia Teniente-
Matson
President, San Jose
State University
Steve Young
Chairman & Co-
Founder at HGGC
(former 49ers)
Bob Powers
General Manager, Bay
Area Rapid Transit
Chris
Wondolowski
Soccer Operations,
San Jose Earthquakes
Zaza Pachulia
Liaison for Business
& Basketball, Golden
State Warriors
Brandi Chastain
Co-founder, Bay FC
Scott Dadich
CEO & Founder, Godfrey
Dadich Partners
Festus Ezeli
Sports Analyst for NBA
Sports Bay Area & California
Mike Dunleavy
General Manager, Golden
State Warriors
Daniel Acosta
Managing Director and
Senior Partner, BCG
Hunter Pence
Analyst, MLB
Network
13 Our team brings a wealth of experience in preparing and executing mega-events across sports and live entertainment
• An award-winning sports industry veteran with nearly 20 years of experience • Recently served as SVP, Commercial Development and Innovation for LA28 (2028 Summer Olympic and Paralympic Games)
• Has led marketing and commercial strategies for major brands including Visa, GMR, MLS, Google, Intel, and many more
Zaileen Janmohamed
Chief Executive Officer & President
Kristin Miller
Chief Financial
Officer
Becca Smith
Manager, Asset
Development
Karina Herold
Chief Operating
Officer
Ruth Shikada
Head of Government &
External Affairs
Ryan Bates
Vice President of
Partnerships
Decades of experience
at leading organizationsOur Team
Patty Hubbard
Chief Marketing
Officer
14 Next Steps
What We Do
Who We Are
Agenda
15 Source: BCG analysis; Temple University Sports Industry Research Center Jobs created across
industries
~~12,000
Visitors expected to
come from outside of
the Bay Area
~500K
San Francisco
Santa Clara
BAHC brings world-class
events to the Bay Area which will
boost its economy and revitalize
its communities
Oakland
16 NBA All-Star
2025 in the
Bay Area
2025
January March April May August September October November December February 16th
June July
EV ENTS A ND FA N EXPERIENCES
• NBA Crossover
• NBA All-Star Celebrity Game
• NBA Rising Stars
• State Farm All-Star Saturday Night
• Oakland Watch Parties
COMMUNITY A ND CHA RITY EV ENTS
• Basketball Without Borders Camp
• NBA HBCU Classic
• Junior NBA Events
7M VIEWERS
THE V ENUE:
CHASE CENTER,
SAN FRANCISCO
Exhibition
game
showcasing 24
of the league’s
star players
• Seating capacity: ~18K
• Home of the Golden State Warriors
• Surrounded by Thrive City, an 11-acre
mixed-use complex in Mission Bay
30+
OFFICIAL SPONSORS
SPONSORSHIPS/PARTNERSHIPS
17 Super Bowl
LX in the
Bay Area
2026
January March April May August September October November December February
June July
EV ENTS A ND FA N EXPERIENCES
• Opening night
• Super Bowl Experience
• NFL Honors
• NFL House
• NFL T ailgate
COMMUNITY A ND CHA RITY EV ENTS
• T aste of the NFL
• NFL Business Connect program
• BAHC/NFL Foundation Legacy
program
• NFL Green Sustainability Initiatives
• NFL Community Relations and Social
Responsibility programming
~70K ATTENDANCE
THE V ENUE:
LEVI’S STADIUM,
SANTA CLARA
Milestone
Event for
the NFL
• Seating capacity: ~70K
• Home of the SF 49ers
• Only stadium to achieve double
LEED Certification for sustainable
design & construction
113 Million
VIEWERS
~70
ADVERTISEMENTS
40+
OFFICIAL
SPONSORS
SPONSORSHIPS/PARTNERSHIPS
18 FIFA World
Cup 2026 in the
Bay Area
2026
January March April May August September October November December
LARGEST WORLD CUP TO DA TE
Global football event hosted in
the US, Canada, and Mexico
6 MATCHES
to be played in
the Bay Area
(June 13 – July 1)
Potential for multiple watch parties and
community events in Bay Area 1.5 Billion
VIEWERS GLOBALLY
16 CITIES
48 TEAMS
12 GROUPS
104
MATCHES
ada, and Mexico
June 9th July 19th
February
THE V ENUE:
LEVI’S STADIUM,
SANTA CLARA
• Additional Venue Specific
Training Site in Bay Area
• Potential for additional
T eam Base Camps around
Northern California
19 Our Role
Organize and manage high profile sporting events - engaging local businesses and volunteers - to enhance the experience for the city, state & region Collaborate with intl. sports organizations (e.g., FIFA) and state & local government entities for comprehensive planning and execution
Lead fundraising efforts across donors (e.g., corporate sponsors, philanthropic organizations) and drive expense mitigation
Build lasting cultural legacy by attracting additional major events and providing sustainable economic opportunities for local communities Build foundation for a permanent, sustainable org by focusing on Legacy Pillars to guide our programming and long-term impact
The Bay Area Host Committee will play a key role in maximizing positive impact beyond the events across the region
20 Responsible for Coordination Across All Levels of Government
21 Initiation of Legacy Pillars that will serve as our long-term ambition
ENABLING THE
HOME TEAM:
Community
Empowerment
PROMOTING
ENVIRONMENTAL
FITNESS:
Sustainable Operations
Ensuring local communities benefit,
learn, & advance because of sports
events in the Bay
Leveraging eco-friendly practices
that minimize environmental harm
TRAINING OUR
ROOKIE PROSPECTS:
Youth Development
Improving mental health,
confidence, & skill development
ACCELERATING IMPACT: Technology & Innovation
22 Next Steps
What We Do
Who We Are
Agenda
23 Next steps
• Work closely with City and SCSA on ongoing preparations and planned work for SBLX and FWC26
• Continue fundraising efforts across donors to ensure adequate funds are raised to organize and execute the events
• Await additional information from NFL and FIFA on requirements for operational programming (e.g., volunteer program)
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3 © 2024 Bay Area Host Committee
Thank you