Agenda packet — City Council and Authorities Concurrent, March 19, 2024 (part 2 of 5)

Attachment 2
Bid Summary

GREAT AMERICA PARKWAY AND MISSION COLLEGE BOULEVARD
INTERSECTION IMPROVEMENTS PROJECT (CE 18-19-13)

BID SUMMARY Bid Opening Date: January 29, 2024
ENGINEER’S ESTIMATE: $ 8,380,000.00
Contractor Total Bid ($) Percentage above/below
Engineer’s Estimate
O’Grady Paving $ 9,199,304.00 9.8% Above
DeSilva Gates $ 10,572,572.00 26.2% Above
Sposeto Engineering $ 10,730,562.00 28.0% Above

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-141 Agenda Date: 3/19/2024

REPORT TO COUNCIL

SUBJECT
Action on Award of Contract for the Electric Utility Substructure and Fiber Optic Construction Projects, Contract No. 2004E, to Phoenix Electric Company for Silicon Valley Power and Related Budget Amendment

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City of Santa Clara’s Electric Department, Silicon Valley Power (SVP), issued a public works bid packet to support its Electric Department Capital Improvement Program (CIP) project, Transmission and Distribution Capital Maintenance and Betterments (Project No. 2006). The proposed project will involve as needed (1) minor expansion of underground electrical distribution system infrastructure; and (2) other infrastructure upgrades (“Project”).

DISCUSSION
On November 21, 2023, a competitive Request for Bid (RFB) was published on the City’s bid notification system, Periscope (formerly BidSync), for of the Project. On December 20, 2023, the Project bids were opened at the City Clerk’s Office. The City received three (3) bids from the following contractors: (1) West Valley Construction Company Inc, (2) Daleo Inc, and (3) Phoenix Electric Company (Phoenix), ranging from $2,514,140 to $5,131,187. The Bid Summary is included as Attachment 1 and includes summary for two bids: the Project electric utility substructure (bottom number in each row); and a fiber optic project (top number in each row). Mastec North America submitted a bid for the fiber optic project, but it did not bid for this Project.

The lowest bid was determined based on a unit price list which represented the estimated work and materials required to perform the Project. The lowest bid was submitted by Phoenix in the amount of $2,514,140. SVP staff and the City Attorney’s Office reviewed Phoenix’s bid for compliance with the terms and conditions of the bid documents, and it was determined to be the lowest responsive and responsible bid. Staff recommends awarding the contract to Phoenix.

Under the proposed agreement, the City will authorize specific work by issuing call orders or change to call orders for the specific as-needed work, and the contractor will be bound by the unit price in its bid. As Project locations vary depending on SVP’s needs, it is likely the contractor will experience unknown and unexpected conditions. To account for these issues, a 25% contingency is included (typical contingency is 10%-15%). Staff would approve use of contingency before work is performed.

Award of the contract will allow construction to commence in order to perform the Project. The contract includes prevailing wage requirements.

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24-141 Agenda Date: 3/19/2024

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the Project is exempt from the California Environmental Quality Act (“CEQA”) pursuant to the following sections: (1) sections 15301 and 15302 of Title 14 of the California Code of Regulations in that the Project consists of the reconstruction, replacement, repair, maintenance or minor alteration of existing underground electrical distribution system infrastructure involving negligible or no expansion of the use beyond that presently existing; and (2) section 15303 of Title 14 of the California Code of Regulations in that the Project consists of minor new construction of underground electrical distribution system infrastructure.

FISCAL IMPACT
The cost of the contract is $2,514,139.22 plus approximately 25 percent contingency, or $628,535, for any potential change orders, for a total maximum compensation amount of $3,142,675. This amount was not budgeted in FY 2023/24 as staff wanted to ensure a contract is in place. With additional support from this contract, SVP can perform additional improvements that otherwise would have been deferred.

The budget amendment below allocates funding to the Electric Utility Capital Fund from the operating fund to increase the Transmission and Distribution Capital Maintenance and Betterments project (Project No. 2006) to fund the contract and contingency. Other CIP projects may make use of the contract, as necessary, and budget actions can be brought forward if needed.

Budget Amendment
FY 2023/24
Current Increase/
(Decrease)
Revised
Electric Utility Fund (091)
Transfers To
Electric Utility Capital Fund $13,919,559 $3,142,675 $17,062,234 Fund Balance
Unrestricted Ending Fund Balance $96,317,669 ($3,142,675) $93,174,994 Current Increase/
(Decrease)
Revised
Electric Utility Capital Fund (591)
Transfers From
Electric Utility Fund $13,919,559 $3,142,675 $17,062,234 Expenditures
Transmission and Distribution Capital
Maintenance and Betterments
Project (CIP 2006)
$8,943,599 $3,142,675 $12,086,274

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

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24-141 Agenda Date: 3/19/2024

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. Determine the proposed actions are exempt from CEQA pursuant to Sections 15301 (Class 1 - Existing Facilities), 15302 (Class 2 - Replacement or Reconstruction), and 15303 (Class 3 - New Construction or Conversion of Small Structures) of Title 14 of the California Code of Regulations;

2. Award the Public Works Contract to the lowest responsive and responsible bidder, Phoenix Electric Company, in the amount of $2,514,139.22 (Contract Price), and authorize the City Manager or designee to execute any and all contracts, call orders, and documents associated with, and necessary for the award, completion, and acceptance of this Project subject to approval as to form by the City Attorney;

3. Authorize the City Manager or designee to execute change orders in an amount not to exceed 25 percent of the Contract Price, or $628,535, for a total not to exceed amount of $3,142,675; and

4. Approve the following FY 2023/24 budget amendments:

A. In the Electric Utility Fund, increase the transfer to the Electric Utility Capital Fund and decrease the Unrestricted Ending Fund Balance by $3,142,675 (five affirmative Council votes required for the use of unused balances ); and
B. In the Electric Utility Capital Fund, increase the transfer from the Electric Utility Fund and the Transmission and Distribution Capital Maintenance and Betterments Project by $3,142,675 (five affirmative Council votes required to appropriate additional revenue) .

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

ATTACHMENTS

1. Bid Summary
City of Santa Clara Printed on 3/15/2024Page 3 of 3
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BID OPENING DA TE:
·TIME:

CITY OF SANTA CLARA
THURSDAY, January 4, 2023
3:00 PM

EXHIBIT A
PROJECT NAME: Public Works Project Electric Utility Substructures and Fiber Opti1 Projects
PROJECT NO.

DEPARTMENT:

PROJECT ENGINEER:

COMPANY /CITY /STATE
2004E
Silicon Valley Power

REC'D TIME

BY REC'D

APPARENT

LOW BID
ORDER
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I ENGINEER'S ESTIMATE $C,42q,qo~ . 1t
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I:\CONTRACTS AWARDED BY BID\Bld Opening Form for 01 -04-2024.doc

BID AMOUNT
$ I , 2... 5 1- r 2....0&( • '1 6
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I
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-33 Agenda Date: 3/19/2024

REPORT TO COUNCIL

SUBJECT
Authorize the City Manager to Execute the 3MTM ACCR Terms and Conditions of Sale and to Issue Future Purchase Orders to 3M Company for 3M 715 Aluminum Conductor Composite Reinforced (ACCR) Conductors and Accessories

COUNCIL PILLAR
Deliver and Enhance Quality Efficient Services and Infrastructure

BACKGROUND
In 2008, the City of Santa Clara’s Electric Department, Silicon Valley Power (SVP) evaluated several options for reconductoring its electric lines within the city. Based on the performance of the 715 Aluminum Conductor Composite Reinforced (ACCR) on an existing 60kV line, SVP’s Electric Engineering Division adopted 3M’s ACCR as the standard conductor for SVP transmission lines. In its evaluation of 3M’s ACCR, SVP considered ampacity rating, line clearance, compatibility with existing equipment (e.g., poles and insulators), resistance to damage (e.g., tree branches), and performance history.

As with any operational system, it is necessary to limit equipment variability in order to manage operations and repairs, especially during outages. Since 2008, SVP has exclusively utilized 3M ACCR.

DISCUSSION
Section 2.105.280 of the City Code of the City of Santa Clara (City Code) provides that the City may not write its specification in a manner that limits a procurement to a single manufacturer. The Purchasing Division Manager has determined that the proposed procurement of 3M’s ACCR meets the single source criteria in Section 2.105.280(b)(2) of the City Code. This section provides, “[w]hen required to ensure operation or function to match other products with respect to repair, expansion, or completion of a system, existing structure or program currently in use by the City, including, but not limited to, utility and technology purchases required to achieve interoperability with existing systems or programs.” Therefore, it is recommended that purchases for the ACCR are sourced directly from 3M.

SVP has several upcoming projects requiring 3M ACCR conductors. During the last two years, SVP has faced a number of supply chain and pricing issues. In order to save time, SVP is seeking approval in advance for the purchase of 3M conductors through 2030, up to an aggregate total amount of $2,500,000, and subject to the appropriation of funds. This will permit SVP to quickly issue purchase orders after receipt of a quote, ensuring sufficient inventory for maintenance and adherence to project schedules that are important to completing capital projects critical to SVP’s growth. Upcoming projects requiring 3M conductors include: (1) Northwest Loop Capacity Upgrade City of Santa Clara Printed on 3/15/2024Page 1 of 2
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24-33 Agenda Date: 3/19/2024
(CIP 2444), (2) NRS-KRS 115kV Line (CIP 2455), (3) Walsh-Uranium 60kV Reconductor (CIP 2458), (4) Duane-Scott 115kV Reconductor (CIP 2465), (5) South Loop Reconductor (CIP 2466), and (6) other projects currently being evaluated.
3M requires that the City accept their standard terms and conditions, referred to herein as the 3M TM
ACCR Terms and Conditions of Sale. These terms have been reviewed and approved as to form by the City Attorney’s Office.

ENVIRONMENTAL REVIEW
The approval of this action is exempt from the California Environmental Quality Act (“CEQA”) pursuant to Section 15378(b)(2) of Title 14 of the California Code of Regulations in that the proposed action solely involves the procurement of supplies.

FISCAL IMPACT
There is no budgetary impact associated with this authorization. Funding for conductors and accessories associated with this 3MTM ACCR Terms and Conditions of Sale are included in SVP capital or operating budgets where applicable. Budget for projects occurring in the future will be requested through the budget process.

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

RECOMMENDATION

1. Authorize the City Manager to execute the 3MTM ACCR Terms and Conditions of Sale and issue associated Purchase Orders to 3M Company with an aggregate total amount of $2,500,000 through December 31, 2030, for 715 Aluminum Conductor Composite Reinforced conductors and related accessories, subject to the appropriation of funds; and

2. Authorize the City Manager to (a) take any actions as necessary to implement and administer the 3M
TM ACCR Terms and Conditions of Sale and purchase orders, and (b) negotiate and execute amendments to the 3MTM ACCR Terms and Conditions of Sale and purchase orders, subject to the 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. 3MTM ACCR Terms and Conditions of Sale
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3M™ ACCR TERMS AND CONDITIONS OF SALE

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(Revised August 16, 2023)
3M 1158890v4

1. General: The following terms and condition of sale shall govern the sale of 3M Aluminum Conductor Composite Reinforced (“ACCR”) any associated accessories (the “Accessories”) , as well as the provision of technical support and training (the ‘Services’) by 3M to Buyer as described in the mutually agreed upon quote details listed above and/or such other documentation provided by 3M to Buyer (the “Quote”) . Unless otherwise stated in a written agreement signed by authorized officer s for 3M and the Buyer, to the extent that any purchase orders or previous communications are inconsistent with these Terms and Conditions, these Terms and Conditions will prevail. All orders are subject to acceptance by 3M.

2. Payment Terms: Net 30 days from the date of shipment. Buyer may not take any unauthorized deduction from a 3M invoice.

3. Pricing and Freight Charges: Prices for products are quoted in U.S. dollars, FOB shipping point. Freight charges are pre-paid by 3M and invoiced to the Buyer.

4. Delivery: 3M will provide a delivery date (s) when an order is received and accepted by 3M .

5. Warranty and Limited Remedy (ACCR and Accessories): 3M warrants that 3M ACCR will, at the time of shipment, conform to the attached specifications for such product for a period of eighteen (18) months from the date of shipment to Buyer or one year from installation by Buyer, whichever occurs first. If during the warranty period for ACCR: (a) the Buyer notifies 3M promptly in writing upon discovery of any nonconformance to the warranty, including a detailed description of such nonconformance, (b) representative samples are returned to 3M, F.O.B. 3M’s facility, and (c) a determination is made that such products do not conform to the specifications and that nonconformance was not caused by accident, misuse, abuse, neglect, alteration or other error on the part of Buyer or Buyer’s agent, then Buyer’s exclusive remedy and 3M’s sole obli gation shall be, at 3M’s option, to either repair, replace, or refund the purchase price of the nonconforming product. Buyer is solely responsible for determining whether 3M ACCR is fit for a particular purpose and suitable for Buyer’s application and Buy er assumes all risk and liability in connection with installation and use of the 3M ACCR. THIS WARRANTY IS EXCLUSIVE. 3M MAKES NO OTHER WARRANTIES, EXPRESS
OR IMPLIED WITH RESPECT TO 3M ACCR, INCLUDING BUT

NOT LIMITED TO ANY IMPLIED WARRANTY OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR

PURPOSE, OR ANY WARRANTY ARISING OUT OF A COURSE
OF DEALING OR USAGE OF TRADE .

With respect to Accessories made by entities not controlled by 3M but sold to Buyer by 3M under this contract, including, but not limited to, Accessories manufactured by AFL Telecommunications LLC ( “AFL”), a wholly -owned subsidiary of America Fujikura Ltd. and/or Preformed Line Products Company ( “PLP”), Buyer is entitled to the warranties, if any, made available to Buyer by AFL, PLP, or such oth er provider of Accessories. The foregoing constitutes the exclusive remedy of Buyer and sole obligation of 3M for any defects in such Accessories. 3M MAKES NO

WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO

SUCH ACCESSORIES, INCLUDING BUT NOT LIMITED TO ANY

IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS

FOR A PARTICULAR PURPOSE, OR ANY WARRANTY ARISING
OUT OF A COURSE OF DEALING OR USAGE OF TRADE.

6. Warranty and Limited Remedy (Services): Buyer acknowledges that it is responsible for the training of it s employees, contractors and subcontractors and compliance with all laws and regulations applicable to Buyer as an employer, contractor and sub-contractor and that 3M is not, by providing the Services, assuming any aspect of that responsibility. 3M will provide the Services in accordance with the specifications detailed in the Quote and in accordance with applicable laws and industry best practices. In th e event of a breach of the foregoing warranties, 3M’s exclusive liability, and Buyer’s exclusive remedy, shall be for 3M, at its option, to either: (i) re -perform the Services, where possible, at its expense, or (ii) refund to Buyer any amounts paid for th e Services that fail to meet this warranty. THIS WARRANTY IS EXCLUSIVE. 3M MAKES NO OTHER WARRANTIES, EXPRESS

OR IMPLIED WITH RESPECT TO THE SERVICES, INCLUDING

BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR

PURPOSE, OR ANY WARRANTY ARISING OUT OF A COURSE
OF DEALING OR USAGE OF TRADE.

7. No other warranties . Buyer acknowledges that no warranties, representations, promises, or statements whatsoever, whether verbal or written, other than those contained in this contr act, have been made by 3M or relied on by Buyer. Buyer also acknowledges that it is the Buyer’s sole responsibility to properly install and use both 3M ACCR and any Accessories associated with 3M ACCR.

Under no circumstances shall 3M be responsible for any damage done to 3M ACCR during installation.

If Buyer makes any express or implied warranties regarding a product that differs from 3M's warranty in this paragraph, Buyer will indemnify, defend and hold harmless 3M, its successors, assig ns, officers, directors, employees, and agents from any claim, liability, loss, damage, lien, judgment, expense and cost including reasonable attorneys’ fees and other litigation expenses with respect to any alleged express or implied warranties by Buyer.

8. Limitation of Liability: EXCEPT FOR THE LIMITED REMEDY STATED IN PARAGRAPH 5 AND 6 , AND AS IS PROHIBITED
BY APPLICABLE LAW , 3M SHALL NOT UNDER ANY

CIRCUMSTANCES BE LIABLE FOR ANY LOSSES OR

DAMAGES OF ANY KIND, INCL UDING WITHOUT LIMITATION,

DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR

CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED

TO, LOSS OF PROFITS, REVENUE, OPPORTUNITY,

BUSINESS, OR BUSINESS INTERRUPTION OR

INCONVENIENCE) ARISING OUT OF OR RELATING TO (I) THIS

CONTRACT, (II) THE INSTALLATION, USE OR INABILITY TO
USE 3M ACCR OR ANY ASSOCIATED ACCESSORIES, OR (III)
THE SERVICES, EVEN IF 3M HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS OR DAMAGES.

9. Patents/Trademarks/Copyright 3M Indemnification: 3M warrants that 3M ACCR purchased hereunder does not knowingly violate or infringe upon any patent, copyright or trademark, of any third party and that 3M at its own cost and expense will indemnify and hold and defend Buyer for any suit or claim that may ari se in respect thereto. Such indemnification extends only to the extent that the claim or suit alleges that 3M ACCR standing alone infringes such rights and provided further that 3M is promptly notified in writing of any such action and is given the right t o control the defense and settlement thereof.

10. Buyer Indemnification: Buyer will indemnify, defend and hold harmless 3M, its affiliates, and their successors, assigns, officers, directors, employees, and agents from any claim, liability, loss, damage, lien, judgment, expense and cost including reasonable attorneys’ fees and other litigation expenses with respect to all third party claims (including, without limitation, those by governmental entities, Buyer’s employees, and employees of Buyer’s
subcontractors or agents) related to (a) any third party’s purchase or use of the products and services; (b) Buyer’s sale or use of the products and services; or ( c) Buyer’s breach of obligations under this agreement, except if solely and directly caused by 3M’s gross negligence.

11. Buyer Insurance: Buyer will maintain, at its own expense, on an occurrence basis c ommercial general liability insurance including the following matters: premises-operations, products and completed operations , and contractual liability providing coverage limits of at least Five Million Dollars per occurr ence. Buyer w ill supply 3M with insurance certificate(s) showing compliance with these insurance requirements .
3M™ ACCR TERMS AND CONDITIONS OF SALE

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(Revised August 16, 2023)
3M 1158890v4

12. Compliance with Laws . Buyer will comply with all international, national, state and local laws, regulations and rulings that apply to Buyer and its use and resale of the products, as well as comply with the standard industry practice for the installation of the products. It is 3M policy to comply with all applicable anti -bribery laws, including but not limited to the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and all applicable local laws where 3M operates, and to accurately reflect all transactions on 3M’s books and records. Agents, consultants and business partners who work on 3M’s behalf must comply with these same laws and practices .

Before 3M will accept a Purchase Order for the products, Buyer shall furnish relevant business conduct information and certifications of compliance.

13. Force Majeure: 3M shall not be liable to Buyer or any third party for any failure or delay in delivery of the products to the extent such failure or delay is due in whole or in part to a cause beyond 3M’s reasonable control.

14. Governing Law: This agreement will be construed and enforced according to the laws of the State of Minnesota, without regard to its conflicts of law rules.

15. Entire Agreement: This agreement, which consists of the 3M Quote, t hese Terms and Conditions of Sale, the conductor and accessory list, and the 3M ACCR material specification , contains the entire understanding of the parties. No modification, termination, amendment or waiver shall be binding upon the parties unless agreed to in writing.

16. Invalidity of Provisions. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect validity, legality or enforceability of the remaining provisions of this Ag reement and each provision is declared to be separate, severable and distinct.

17. Headings. The headings of this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

18. No waiver. No failure on the part of any party in exercising any right or remedy under this Agreement (regardless how long such failure continues) shall operate as a waiver of this Agreement, nor shall any single or partial exercise of any such right or remedy preclude any further exercise of this Agreement or the exercise of any other right or remedy in law, or by statute, equity or otherwise conferred.

No waiver of any provision of this Agreement, including this section, shall be effective otherwise than by written document dated subsequent to the date of this Agreement, executed by the party making such waiver.

19. Amendment. This Agreement shall not be varied or amended in its terms by oral agreement or by representations or otherwise than by written document dated subsequent to the date o f this Agreement, executed by all parties to this Agreement.

20. Assignment. This Agreement may not be assigned by the Company without the prior written consent of 3M. Subject thereto, this Agreement shall endure to the benefit of and be binding upon the parties and their successors and permitted assigns, if any. 3M Company Designated Representative:

Signature:

Printed Name:

Title:

Date:

City of Santa Clara Designated Representative:

Signature:

Printed Name:

Title:

Date:

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-168 Agenda Date: 3/19/2024

REPORT TO COUNCIL

SUBJECT
Authorize City Manager to Negotiate and Execute Amendment No. 4 to the Agreement with N. Harris Computer Corporation for the NorthStar CIS Utility Billing System for Silicon Valley Power

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
After a highly competitive process in 1998, the City of Santa Clara selected Harris Computer Corporation (Harris) to provide NorthStar Customer Information System (NorthStar CIS) as the City’s utility billing system. The NorthStar CIS is a citywide, integrated, comprehensive customer service solution. It is the backbone of the customer billing ecosystem with ten user applications operating on the platform to enable seamless integration between meter reading, service orders, meter data management, generation of utility bills, collection of various payment channels, and customer service delivery channels including, a call center and on-line self-service web portal. The NorthStar CIS also enables customers to turn on and off their utility services as well as perform other service-related activities.

On September 26, 2017, City Council authorized the City Manager to execute an agreement with Harris to upgrade the NorthStar CIS system from version 6.3 to version 6.4 with a maximum compensation of $276,648.

On November 10, 2020, City Council authorized the City Manager to execute Amendment No. 1 to extend the term of the Agreement through December 31, 2023, with no change to the maximum compensation of $276,648, and authorized the City Manager to negotiate and execute future amendments to the agreement with N. Harris Computer Corporation for additional work related to the Smart Energy Water (SEW) project and change of banking services and extend the term, if required, to complete the additional work.

On December 16, 2020, the City executed Amendment No. 2 to increase compensation by $189,551 for a revised maximum compensation not to exceed $466,199, for additional work related to the Statement of Work: Smart Energy Water Integration.

In January 2024, the City executed Amendment No. 3 to extend the term through December 31, 2025, to complete the customer self-service portal project.

DISCUSSION
Silicon Valley Power (SVP) is updating its meter data management system. Once the updates are complete, SVP will be able to export 15-minute meter data to other systems, significantly reducing City of Santa Clara Printed on 3/15/2024Page 1 of 3
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24-168 Agenda Date: 3/19/2024
staff time to troubleshoot system communications issues, and better support customer service activities relating to energy usage. Other benefits include use of current and supported technology stacks, reduced staff time for upgrades, and improved dynamic reporting to further find efficiencies in workflows.

To complete the work, SVP will need to upgrade the Honeywell NetSense System (Data Collection), Siemens EnergyIP (EIP) System (Data Management), and the NorthStar CIS. Staff is working with all the vendors and is ready to proceed with the work and contract amendment with Harris.

The proposed work with Harris will proceed in a two-step process. The first step will be a discovery process to identify and evaluate the business and technical parameters that are necessary to achieve the integration of EIP with the NorthStar CIS, including planned upgrades. The second step will be to perform any additional work identified during the discovery process.

The cost of the discovery scope is $10,857, however, staff is also requesting authorization for an additional $60,000 for any work identified during the discovery phase. If the additional cost is expected to exceed $60,000, staff will return to City Council for further authorization. Staff recommends authorization for the City Manager to negotiate and execute Amendment No. 4 to add additional scope and funding for required SVP services to implement needed upgrades. The proposed scope of work includes a task order process to cover additional identified work under the terms of the amendment.

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 potential significant impact on the environment.

FISCAL IMPACT
The proposed Amendment No. 4 adds $70,857 (funded by SVP) to the contract and increases the maximum compensation from $466,199 to $537,056. Funding for Amendment No. 4 is available in the SVP Operating Budget.

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

RECOMMENDATION

1. Authorize the City Manager or designee to (1) negotiate and execute Amendment No. 4 to the Agreement with N. Harris Computer Corporation for the NorthStar Customer Information System (NorthStar CIS) Utility Billing System to modify the scope of services and increase the maximum City of Santa Clara Printed on 3/15/2024Page 2 of 3
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24-168 Agenda Date: 3/19/2024
compensation by $70,857 from $466,199 to $537,056, subject to the review and approval as to form by the City Attorney; and

2. Authorize the City Manager or designee to take any actions necessary to implement and administer the Agreement as amended.

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

ATTACHMENTS

1. Scope of Work for Discovery (part of Amendment No. 4)

2. Amendment No. 3

3. Amendment No. 2

4. Amendment No. 1

5. 2017 Harris Agreement
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www.northstarutilities.com

Date: September 20, 2023 Support Call: 2078639 Customer: City of Santa Clara Department: NS-PS Attention: Tim Lynch Fixed Price: $10,857

Services Description: City of Santa Clara (“Santa Clara”) has requested a Discovery engagement to discuss and redesign the Energy IP (“EIP”) integration. The objective of the discovery will be to identify and evaluate the business and technical parameters that are necessary to achieve the integration of EIP with the Customer Information System (CIS) including planned upgrades to the CIS.

The purpose of the discovery will be to engage in meaningful conversation, deliberation and discussion that will help guide a path forward to set technical and business parameters which will be developed and documented.

This engagement will include but not be limited to:

• Reviewing the business requirements, exploration on the optional methods available to Santa Clara to move forward with post discovery, discussion on the possible pros and cons of different methods and document what possible technical paradigms that may exist, costs and timelines for the potential options.
• Define the business rules for processing information coming from Santa Clara’s EIP system • Define the interaction points between Santa Clara’s EIP system and the CIS • Define the communication interface between Santa Clara’s EIP system and the CIS • This Discovery engagement will involve remote meetings with a NorthStar Project Manager and Solution Architect and involve power users and/or managers from Santa Clara.

Scope of Work:

• Participate in technical meetings with Santa Clara, and EIP team to understand technical requirements and explore possible options to meet integration requirements • Review current Java Message Service (JMS) based integration to meet new requirements • Discuss and confirm an approach method for migrating the current integration • Review current integration to understand effort to make necessary changes to support the decided approach
NORTHISTAR "'

UTILITIES SOLUTIONS
www.northstarutilities.com

• Present integration design recommendation and level of effort to Santa Clara for costing and signoff.
• Consultant shall provide schedule, and status updates on Services performed during the Term.

Approach:

Please speak to your account manager regarding scheduling for this project. Should additional time be required to complete this project at any time, you will be notified and asked for your approval in advance of NorthStar completing the incremental work.

Assumptions:

• Santa Clara to ensure the appropriate staff is available to work with NorthStar resources remotely. It is expected that the individuals identified will have experience in the day-to-day operations and will work closely with the consultants to resolve issues, requests or questions as required and will be actively engaged in the discovery process.

• Quote is based on a standard 8-hour work day. If there are any changes to the hours required, scope or our understanding of the scope, the price is subject to change.

• Additional follow up or support for remote activities once site visit is complete to be billed as incurred.

• The consultants will work remotely and virtually withSanta Claraand will have ready access to appropriate personnel in the user departments and to the technical documentation associated with the systems.

Acceptance Terms:

Except as otherwise expressly set forth herein, this SOW is governed by the terms and conditions of Santa Clara and NorthStar Master Services Agreement dated August 22, 2017.

The work contained within this document is deemed completed and accepted once remote activity is completed and the Discovery document has been received by the Santa Clara.

Price:

This is a fixed price quote of $10,857 based on the scope described above. If there are material changes to the scope or our understanding of the scope, the price is subject to change.

NORTHISTAR "'

UTILITIES SOLUTIONS
www.northstarutilities.com

Any additional scope will be charged at a rate of $235/hr.

Price excludes any applicable taxes.

Quote is valid for 60 days from date of delivery. After 60 days the quote will be considered expired and would need to be reassessed and re-quoted if still required.

Payment Terms:

This quotation will require a 60% deposit on signing, before any work will begin.

Payment milestones to be invoiced as follows:

• 60% on contract signature
• 25% on delivery of remote Discovery Review
• 15% on delivery of Discovery Document
Invoices are due within 30 days of the receipt of invoice.

Termination:

Unless NorthStar and/or the Santa Clara exercises its right to terminate this quote due to material breach or default, NorthStar must provide, and Santa Clara must purchase, services from NorthStar for the items defined within this quote.

If Santa Clara and/or NorthStar exercises its right to terminate this quote due to material breach or default, or Santa Clara /or NorthStar terminates this quote without cause,

Santa Clara obligation includes the following:

1. Provide notice of 10 calendar days for termination without cause;

2. Return the Software to NorthStar and certify, under the hand of a duly authorized officer of the Organization, that all copies of the Software or any part thereof, in any form, within the possession or control of the Organization have been returned to NorthStar. (if applicable)

3. Complete payment for services performed and expenses incurred prior to termination including:
a. Any amounts previously invoiced but unpaid;
b. Fees for services performed through the termination date which has not been invoiced; and
c. Any approved Travel and Living costs.

NorthStar’s obligation includes the following:

1. Provide notice of 10 calendar days for termination without cause;

NORTHISTAR "'

UTILITIES SOLUTIONS
www.northstarutilities.com

Under no circumstances shall NorthStar be liable for any special, indirect, consequential, punitive or incidental damages of any kind and shall not be liable for loss of profits, works stoppage, system failure or malfunction, loss of data or any other damages or losses in connection with this statement of work, even if NorthStar has been advised of the possibility of such damages. In any event, NorthStar shall not be liable to pay any amount, in the aggregate, that is greater than the fees received by NorthStar under this statement of work.

Acceptance:

A signature below will serve as authorization to proceed with this quotation. Please sign and return this document by email to: Andrea Evans at [email protected]

□ Approval to Proceed

Please provide both an authorized signature for sign off on this quotation, and a technical contact where we should be directing Technical Issues.

_________________________ _________________________ __________________ Print Name (Authorized signature) Signature

Date
_________________________ _________________________ __________________ Name (Technical Contact) e-mail

Phone Number
_________________________ _________________________ __________________ Name (NorthStar) e-mail Phone Number

If you have any questions or need further information, please feel free to contact Andrea Evans at [email protected].

NORTHISTAR "'

UTILITIES SOLUTIONS
Ebix Insurance No. S200002211
AMENDMENT NO. 3

TO THE AGREEMENT FOR PERFORMANCE OF SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
N. HARRIS COMPUTER CORPORATION

PREAMBLE
This amendment ("Amendment No. 3") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and N. Harris Computer Corporation, a Canadian 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 the Performance of Services by and between the City of Santa Clara, California, and Northstar Utilities Solutions", dated December 7, 2017 (Agreement) for the purpose of having Contractor provide professional services and software related to the Northstar Customer Information System; and
B. The Agreement was amended by Amendment No. 1, dated December 1, 2020, and Amendment No. 2, dated December 16, 2020. The agreement as amended by all previous amendments are collectively referred to herein as the "Agreement as Amended"; and
C. The Parties now wish to amend the Agreement as Amended to extend the term to December 31, 2025.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 5 of the Agreement as Amended, entitled "Term of Agreement", is amended to read as follows:
"Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate on December 31, 2025."

2. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of Amendment No. 3 to AgreemenVN. Harris Computer Corporation Rev. 10/25/2019

Page 1 of 2 ends

the Agreement as Amended and this Amendment No. 3, the provisions of this Amendment No. 3 shall control.

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

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

D a n ·1 e I Ba 11 ·1 n Digitally signed by Daniel Ballin . Date: 2023.12.1916:27:30-08'00'
GLEN R. GOOGINS
City Attorney
"CITY"
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-221 O
Fax: (408) 241-6771
N. HARRIS COMPUTER CORPORATION
a Canadian corporation
Dated: 12/12/23
By (Signature): ~ hMJt,
Name : drr0fation
Title: Vice President, Sales & Marketing
Principal Place of
Business Address: 1 Antares Dr., Nepean, ON, K2E 8C4 Canada Email Address: [email protected]
Telephone: (714) 335-9700
Fax: __,_ _,._ ________ _ ______ _
"CONTRACTOR "
Amendm ent No. 3 to AgreemenUN. Harris Computer Corporation Rev. 10/25/ 2019

Page 2 of 2 ends

Ebix Insurance No. S200002211
AMENDMENT NO. 2

TO THE AGREEMENT FOR PERFORMANCE OF SERVICES

BETWEEN THE

CITY OF SANT A CLARA, CALIFORNIA,
AND
N. HARRIS COMPUTER CORPORATION

PREAMBLE
This agreement ("Amendment No. 2") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and N. Harris Computer Corporation, a Canadian corporation (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for the Performance of Services by and between the City of Santa Clara, California, and NorthStar Utilities Solutions", dated December 7, 2017 (Agreement); and B. The Agreement was previously amended by Amendment No. 1, dated December 1, 2020, and is again amended by this Amendment No. 2. The Agreement and all previous amendments are collectively referred to herein as the "Agreement as Amended"; and
C. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide professional services and software related to the Northstar Customer Information System, and the Parties now wish to amend the Agreement as Amended to increase compensation by One Hundred Eighty-Nine Thousand Five Hundred Fifty-One Dollars ($189,551) for a revised not-to-exceed amount of Four Hundred Sixty-Six Thousand One Hundred Ninety-Nine Dollars ($466,199) for additional work related to the Smart Energy Water integration.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Exhibit A of the Agreement, entitled "Scope of Services", is hereby amended to read as shown in First Revised Exhibit A to add services designated as "Statement of Work: Smart Energy Water Integration," attached and incorporated into this Amendment No. 2.

2. Exhibit B of the Agreement, entitled "Schedule of Fees", is hereby amended to read as shown in First Revised Exhibit B.

Amendment No. 2 to Agreement/N. Harris Computer Corporation Rev. 10/25/2019

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

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Dated: \ 1.. I 11.1 l10w
JU~u~ bef?EANNA~ A
City Manag
1500 Warburton A venue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
"CITY"
N. HARRIS COMPUTER CORPORATION
a Canadian corporation
Dated: - ~'--'--+I I _-'l-'LJ~ ~c...=...10 ~~6 ____ _
By (Signature): _ 2:S~~-~===::,.._--=-4~ ::'.!:::::-=====:;~ ------ Name: _S_e_a_ S~y~k_e_s ___________ _
Title: _V_i_ce_ P_re_s_id_e_n__,_t, _S_a_le_s_&_M_a_rk_e_tin_,g.._ _ _ _ _ Principal Place of
Business Address: 1 Antares Dr., Nepean, ON, K2E 8C4 Canada Email Address: [email protected]
Telephone: (613) 226-5511
Fax:
"CONTRACTOR"
Amendment No. 2 to Agreement/N . Harris Computer Corporation Rev. 10/25/2019

Page 2 of 21 ends

FIRST REVISED EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are more fully described in the Contractor's proposal entitled:

1. "Statement of Work, City of Santa Clara, Northstar Version 6.4 Upgrade" dated August 17, 2017, version 2.1;

2. "Statement of Work, City of Sant Clara, Core Automation Suite Subscription" dated August 17, 2017, version 2.1; and

3. "Statement of Work: City of Santa Clara, Smart Energy Water Integration" dated July 13, 2020, version 1.5, attached and incorporated into this Amendment No. 2.

Amendment No. 2 to Agreement/N. Harris Computer Corporation Rev. 10/25/2019

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NORTHISTAR™

UTILITIES SOLUTIONS
STATEMENT OF WORK:

SMART ENERGY WATER INTEGRATION

CITY OF SANTA CLARA, CA
SOW VALID UNTIL: December 30, 2020
Amendment No. 2 to Agreement/N. Harris Computer Corporation Rev. 10/25/2019
July 13, 2020
Version 1.5

Page 4 of 21 ends

Revision Control
Document Title: City of Santa Clara - Smart Energy Water Integration SOW Author: NorthStar Professional Services
Version Date Author Details / Comments
Version 1.0 2020-07-13 Pav Sekhon Initial version of the document.

Version 1.1 2020-08-11 Pav Sekhon REST API only SOW, removed flat files.

Version 1.2 2020-10-06 Pav Sekhon Inputted revisions from Santa Clara Version 1.3 2020-10-15 Pav Sekhon Updated to 3 weeks of UAT & removed incorrect services maintenance
Version 1.4 2020-10-28 Pav Sekhon Revised payment milestones & added language around data refreshes.

Version 1.5 2020-11-02 Pav Sekhon Revised license payment milestone Amendment No. 2 to Agreement/N. Harris Computer Corporation Rev. 10/25/2019

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TABLE OF CONTENTS
1 Introduction ............................................................................................................................... 7

1.1 Objective ................................. ....................................... ........................................... .................... 7 2 Service Description .................................................................................................................... . 8

2.1 Areas within Scope ............................. ................................................ ........................................... 8

2.2 Areas Out of Scope .................................... ................. ................................................................. 13 · 3 Estimated Timeline ................................................................................................................... 14 4 Change Management Process ................................................................................................... 15 5 Fees & Payment Schedule ......................................................................................................... 16

5.1 Fees ............................................... ..................................... ......................................................... 16

5.2 Payment Schedule ................................. ...................................................................................... 16

5.3 Travel and Living Expenses ................................. .................................. .................................... ... 17 6 Termination ............................................................................................................................. 17 7 Project Assumptions ................................................................................................................. 17 8 Document Acceptance and Signoff ............................................................................................ 20 Amendment No. 2 to Agreement/N . Harris Computer Corporation Rev. 10/25/2019

Page 6 of 21 ends

1 INTRODUCTION
The City of Santa Clara, hereafter referred to as "Santa Clara", requires an integration between the NorthStar CIS and the Smart Energy Water (SEW) customer portal. NorthStar has performed a discovery of the NorthStar requirements to integrate with SEW. The results of this discovery are documented within the NorthStar SEW Discovery Report.

The purpose of this document is to provide information on the level of effort associated with the design, development and implementation of the NorthStar SEW integration.

1.1 Objective
This Statement of Work (SOW) defines the work to be performed by NorthStar, an unincorporated division ofN. Harris Computer Corporation, for the NorthStar SEW integration implementation. This SOW includes a high-level timeline, fees, and other terms and conditions specific to the services requested by Santa Clara. Any additional requests for services that are not defined within this SOW will result in change orders with applicable fees.

Changes to this document shall be made through a change management process as described later in this SOW.

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2 SERVICE DESCRIPTION

2.1 Areas within Scope

2.1.1 Implementation Scope
All implementation activities to be pe1formed remotely, unless otherwise requested.

The scope of this statement of work is to integrate the CIS with Santa Clara's Smart Energy Water customer po1ial.

The integration will include:
• A data migration process to support cutover from CustomerConnect 2 to SEW, including customer/account, user, and payment information from NorthStar CIS. • Support of SEW during their integration development with N01ihStar REST APL • Removing data from Northstar
• Decommissioning CustomerConnect

2.1.2 Implementation Approach
A NorthStar Project Manager (PM) will be the primary point of contact for Santa Clara on the N01ihStar SEW Integration implementation. The PM has the overall accountability to successfully deliver the services required for a successful implementation within agreed upon timeframe and budget. The project team will directly repo1i to the PM and the PM will have the authority and supp01i to manage the project team in the best interest of the project. The PM is also accountable for the following high-level project activities:
• Interface with Santa Clara assigned PM.
• Conduct regular internal project meetings to ensure that all aspects of the project are understood by the team and that progress and risks are properly rep01ied. • Conduct regular project meetings with Santa Clara.
• Review of project status, schedule, risks (i.e. rate of support hour consumption), resources with the City as well as any other issues that may affect the success the project. • Regular project schedule updates as required.

2.1.3 Design & Development

2.1.3.1 Data Migration Process
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• NorthStar will develop a process to migrate customer data from Santa Clara's current customer portal, NotihStar CustomerConnect 2, to SEW to populate the SEW system with an initial set of account, customer, and payment information. Four files will be provided:
o Customer Data Migration File from NorthStar CIS
o User Migration File from Customer Connect
o Autopay Migration File from NotihStar CIS
o Payment Method Migration File from NorthStar
These files will be generated from the NorthStar CIS and uploaded to Santa Clara's FTP site for processing. The two payment detail files will be encrypted before being upload to SEW's server.
• NotihStar will perform the initial data migration for validation purposes. • NotihStar will provide user documentation to allow Santa Clara to run the data migration process on an as needed basis once the initial migration is complete.

2.1.3.2 Real-Time REST APl's
The NotihStar REST API will be the vehicle by which SEW will perform the majority of interactions with the NorthStar CIS. The following APis will be utilized for this integration:
• Query and update Account information
• Query and update Customer information
• Que1y Meter information
• Query Account Billing information
• Que1y Account Payment information
• Posting Payment information for an Account
• Query and create Service Order information for an Account The full documentation of the No1ihStar REST API will be provided in a companion document.

Collaborate with SEW and Santa Clara to define the networking infrastructure necessary for the integration to be implemented.

2.1.3.3 Removing data from Northstar
• Removal of Banking and Credit Card details from NotihStar CIS.

2.1.3.4 Decommissioning CustomerConnect
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• Stop all CustomerConnect services
• Remove all CustomerConnect code, including log files

2.1.4 NmihStar Consulting Services
• NorthStar will configure the NorthStar server to run under HTTPS using a self-signed SSL certificate. Santa Clara will secure a certificate issued by a trusted authority if it chooses.
• NmthStar will provide Santa Clara with up to 80 hours of consulting services to assist SEW with integration to the NmthStar CIS, including the documentation detailed above.

If additional effo1t is required to assist Santa Clara and SEW with the integration design and development, Santa Clara will be notified and asked for approval in advance of NorthStar completing the incremental work.

2.1.5 Deployment
• NorthStar will deploy these migration scripts to Santa Clara's NorthStar TEST or DEV environment for data validation and acceptance testing.

2.1.6 SEW Testing and Validation
• NorthStar will provide Santa Clara with documentation on the initial execution of the data migration scripts. N01ihStar will provide Santa Clara with documentation on the initial execution of the data migration scripts. No1thStar shall be involved through to production to ensure the migration scripts work and are fully documented. • Staiting with the first week through the end of Go Live activities, Contractor shall submit a document as paii of the regularly scheduled touchpoints, showing status of outstanding issues, regardless of severity, including the action log with steps to resolution and a targeted completion date for all P 1 issues.
• Santa Clara will have six (6) weeks to complete the initial round of data validation and solution validation testing while No1ihStar remediates all priority 1 issues. After the initial round of validation testing, Santa Clara will provide sign off. North Star will perform a code freeze and Santa Clara will then have three (3) weeks of final User Acceptance Testing (UAT) prior to scheduling Go LIVE.

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• If a project delay is encountered due to external factors outside ofN01thStar's control, and testing needs to extend beyond the initial six (6) week window for UAT and subsequent three (3) week window for final remediation testing NorthStar and Santa Clara will analyze the results of this external factor on the project timeline to determine if there is a need for a change request to reflect a substantial change to the project plan, budget, or timeline.

2.1. 7 Data Refreshes
• No1thStar will perform 2 data refreshes of the NorthStar TEST or DEV instance throughout the integration project. The initial data refresh will be performed prior to the start of data migration validation. The second data refresh will be performed upon receipt of Solution Validation Testing sign off in preparation for final User Acceptance Testing.

Any requests for additional data refreshes will be considered at an additional cost/schedule impact to the project. Any requests for additional data refreshes will be considered at an additional cost/schedule impact to the project. NorthStar to ensure none of the configuration is overwritten in error. All configuration will be updated to reflect test/dev on each refresh
• Should Santa Clara choose to perform additional refreshes without No1thStar's assistance, they will need to coordinate the refresh with NorthStar to ensure none of the configuration work is overwritten in error. If a refresh occurs without NorthStar's prior knowledge and set ups need to be restored a change order will be issued for the additional effo1t to do so.

2.1.8 NorthStar Go LIVE Preparation
• Upon Santa Clara Acceptance sign off, N01thStar shall supp01t SEW and Santa Clara to migrate their production data to the SEW environment.

2.1.9 N01thStar Post LIVE Supp01t
• Provide dedicated remote suppo1t twenty (20) business days Post LIVE before transitioning Santa Clara back to NorthStar Support Services.

2.1.10 Santa Clara Responsibilities
Following are the key responsibilities of Santa Clara under this agreement:

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1. Ensuring N01thStar has direct, dedicated remote technical connection capabilities with administration access to any server that the NorthStar applications reside on for the duration of the implementation project.

2. Conducting User Acceptance testing.

3. Leading Go LIVE activities:
a. Creating a web page announcing that the web portal is unavailable during the final Go LIVE data migration and disabling the page once the migration activity is complete.

No payments will be posted during the maintenance window. b. Performing a second data migration of customer data from CustomerConnect 2 to SEW to update the SEW system with a current set of account, customer, and payment information.
c. Disabling the page once the migration activity is complete. No payments will be posted during the maintenance window.

4. Santa Clara shall be responsible for providing the FTP server to be the repository of the files passed between the NorthStar CIS and SEW portal.

2.1.11 Project Completion Criteria
The Project is deemed completed once the NorthStar SEW integration has been deployed to the live environment for twenty (20) business days and that any Priority 1 items raised during that period have been resolved. NorthStar has the exclusive right to classify call types according the definitions below.

In the event that the parties are not aligned on the issue priority designation related to P 1 vs P2 issues, an escalation between NorthStar's PM and Santa Clara's PM will be scheduled before the end of the following business day.

Call Ty e Definition
Priority 1 - Urgent or High Priority
• S ystem Down (Software Application, Hardware , Operating System, Databa se) • Impacts Critic al Business Function without a workaround • Performance issues of severe nature impacting critical processes.

Priority 2 - Medium Priority
• System error s that have workarounds
• Impact to business fw1ction is not critical:
• P erformance issues not impacting critical processes
• Usability issues
• Workst ation com1ectivity issues (Workstation specific) Priority 3 - Low Priority
• Minimal or no impact to critical business function
• Report formattin g issues
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• Training questions, how to, or implementing new processes • Aesthetic issues
• I ssues with workaround s for large majority of account s • Recommendation s for enhancement s on system changes
• Questions on documentation

2.2 Areas Out of Scope
Anything in this section and not listed in the above "Area s within Scope" is considered out of scope for this SOW. Specific items that are currently out of scope of this project include:
• Adding any new APis that have not been identified in the SEW Integration Discov ery.

Amendment No. 2 to Agreement/N. Harris Computer Corporation Rev. 10/25/2019
Page13of21
3 ESTIMATED TIMELINE
The estimated duration of this project is approximately 5 months upon commencement of project work. Project start dates are assigned at the earliest available period upon receipt of fully executed contracts . The possibility and feasibility of a reduced duration will be evaluated during the Customer Preparation phase as it will depend on availability of resources and involvement of Santa Clara and SEW. Adherence to the project plan and timeline is critical.

Northstar will prepare a formal project plan and timeline. Santa Clara will review, provide comments on, and provide Northstar with approval of the project plan and time line.

Timeline Phase Activities
• Project Kick Off
• NorthStar Integration Design
• NorthStar Data Migration Script Development
• Initial Data Reji·esh of non-production instance
• NorthStar Data Migration Script Development & Deployment • Data Migration Validation Testing
• SEW Development Support
• SEW Development Support
• Second Data Reji·esh of non-production instance
• User Acceptance Testing
User Acceptance Testing
Go LIVE Preparation
• Go LIVE Data Migration
• Post Go LIVE Support
• Post Go LIVE Support
There are a number of factors to be considered that will have an associated un-planned increase in effort and will therefore impact the project schedule. These factors are typically not determined until project kick-off and will be a key input into the final Go LIVE date and may result in additional cost. Northstar will notify Santa Clara of any increase in effort and will provide Santa Clara with a Change Order according to section 4 Change Management Process.

These factors include:
■ Project Resourcing:

I
• In the event that Santa Clara staff is unable to be dedicated to the agreed upon project plan, resulting in an extension of the timeline, Northstar will evaluate the need for a Change Order for additional Project Management and dedicated support services to extend the project timeframe.

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4 CHANGE MANAGEMENT PROCESS
NorthStar will maintain the SOW with formal documentation denoting agreed upon changes.

Santa Clara and NorthStar may propose changes to this SOW addressing services falling outside the scope of services described in this SOW ("Change"). The Change Order form must be used for all change requests. N01ihStar shall have no obligation to commence work in connection with any change until the fee and schedule impact of the change is agreed upon in a written Change Order form signed by the designated representatives from both pmiies.

Upon identifying the need for a change, NorthStar shall submit the change on our standard Change Order form describing the change, including the impact of the change on the schedule, fees and expenses.

Within 5 consecutive business days of receipt of the change order form, Customer shall either indicate acceptance or rejection of the proposed change by signing the Change Order form or any other period of time mutually agreed to by the parties. IfN01ihStar is advised not to perform the change, then NorthStar shall proceed only with the original services. In the absence of Customer acceptance or rejection of the Change Order, NorthStar will not perform the proposed change.

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5 FEES & PAYMENT SCHEDULE

5.1 Fees
NorthStar shall perform the services set fo1th herein on a firm fixed cost basis as set fo1th in this SOW.

NorthStar SEW Integration Implementation
Licenses Maintenance*
REST API Enterprise License for SEW $67,410 $16,900 Integration Professional Services
- Project Management
- Design & Development
- Installation & Configuration $97,020 -- Acceptance Testing Support - Go LIVE Cut Over
- Post LIVE Support
Technology, Communication, $8,221 -Administration
Project Total $172,651 $16,900
*Maintenance is in addition to annual reoccurring fees. 5 .2 Payment Schedule
Any mutually agreed upon change controls will be billed at $220/hour when incurred. An additional amount equal of 5% of the total fees billed has been included in the fee charged to cover technology, communication and administrative costs. Price excludes any applicable taxes.

The NorthStar fees for the scope of services described in this Statement of Work, including the 5% technology, communication and administrative fee, is $172,651 USD based on fixed price plus any travel and logistics (T &L) which may be required.

Licenses

1. 100% upon provision to the City
Services

2. 40% on delivery of data migration scripts within Santa Clara's non-production environment (referenced in 2.1.3 .1)

3. 40% on delivery of data files (referenced in 2.1.3.1)

4. 15% on Go LIVE of data migration to production environment (referenced in 2.1.8)

5. 5% on Implementation Project Acceptance (referenced in 2.1.8) Amendment No. 2 to Agreement/N. Harris Computer Corporation Rev. 10/25/2019

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* Maintenance:
• 100% is due 30 days after software installation to non-production environment.

NorthStar wW prorate the maintenance based on Santa Clara's maintenance renewal term.

Invoices are payable upon receipt.

Quote is valid for 60 days from date of delivery. After 60 days the quote will be considered expired and would need to be reassessed and re-quoted if still required.

5.3 Travel and Living Expenses
The above mentioned fees do not include any travel and per diem expenses incurred for on-site visits required for this project.

Any travel time will be billed at $75/hour. Santa Clara shall also pay or reimburse travel expenses plus a per diem reasonably incurred in furtherance ofN01ihStar duties hereunder. 6 TERMINATION
Termination of this SOW is pursuant to the Agreement between the parties entered into on or about 12/07/2017.

Under no circumstances shall N01ihStar be liable for any special, indirect, consequential, punitive or incidental damages of any kind and shall not be liable for loss of profits, works stoppage, system failure or malfunction, loss of data or any other damages or losses in connection with this statement of work, even ifNorthStar has been advised of the possibility of such damages. In any event, Northstar shall not be liable to pay any amount, in the aggregate, that is greater than the fees received by North Star under this statement of work. 7 PROJECT ASSUMPTIONS
The services, fees and delivery schedule for this project are based upon the following assumptions:
• Any items not explicitly identified within this document are considered out of scope. Any changes to those responsibilities and/or deliverables will be considered a change in scope for the project. Any proposed change to the project scope must be put into written format and be submitted to NorthStar during this project for review and consideration.

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• This project currently has, and will continue to have, the support of senior Santa Clara management and will be assigned sufficient priority with respect to other projects to ensure its success.
• Santa Clara will assign a project lead to act as an internal resource and guide throughout this project.
• Santa Clara will secure the appropriate staff in a timely fashion in order to discuss or review the various materials produced when required. It is expected that the individuals involved will have experience in Santa Clara's day-to-day operations and will work closely with the NorthStar Consultants to resolve issues as required. The main purpose of this interaction is to provide a quick and consistent response to procedural issues. • Santa Clara will provide access and support from the IT group and any other stakeholder, as deemed necessary by NorthStar throughout this project. • Santa Clara agrees to facilitate any required corporate logistics for the fulfillment of this agreement.
• Santa Clara will provide the appropriate remote access to its network, facilities, and systems as may be required to perform activities from one ofNorthStar's locations.

NorthStar shall abide by all rules and directions of Santa Clara when accessing the Santa Clara's network, facilities or systems.
• N01thStar will require local administrator rights or root access to the N01thStar servers throughout the integration project.
• Santa Clara will provide a training room complete with workstations for their staff for any required NorthStar onsite activity. This is to allow the NorthStar Consultant and Santa Clara Team members to focus on the implementation activity without any external interruptions.
• All documentation provided by Santa Clara shall be up-to-date and accurate or if that is not the case, advise NorthStar as such.
• All hardware, software, and network components supplied by Santa Clara are working properly and are free of defects and will meet minimum hardware standards provided during the project.
• Ensure all third-party software and hardware products are performing correctly in Santa Clara's environment, in accordance with the appropriate third-party vendor's specifications.
• To minimize project costs, majority of project work will be performed at one of the NorthStar's locations except for project activities where face-to-face is deemed more effective.
• Price does not include Santa Clara approved travel and living expenses that may be required as part of the delivery of the project. (i.e. air fare, car rental, gas, per diem and hotel) NorthStar will work with Santa Clara to identify most cost-effective accommodations for Santa Clara's onsite activities that are mutually agreed upon. • Price for this proposal is based upon Santa Clara obtaining all hardware and associated operating/database systems.

Amendment No. 2 to Agreement/N. Harris Computer Corporation Rev. 10/25/2019

Page 18 of 21 ends

• The number and complexity of the custom modifications included in Santa Clara's current system must be fully assessed before the project schedule can be finalized as this will affect the effort in the User Acceptance Testing phase. This assessment will take place during the Implementation Preparation phase of the project. • Ensure Santa Clara data provided is complete and clean. It is Santa Clara's responsibility to clean data if deemed required due to the identification of inaccurate entries. • All data refreshes will be performed during regular business hours, 8:00 a.m.-5:00 p.m.

EST.
• Santa Clara is responsible for preparing the underlying IT infrastructure (hardware installation, operating system, and network connectivity) and supplying the required servers based on the minimum server specifications. This must be in-place per agreed upon project plan.
• Santa Clara is responsible to provide the Testing and Production environment.

Amendment No. 2 to Agreement/N. Harris Computer Corporation Rev. 10/25/2019

Page 19 of 21 ends

8 DOCUMENT ACCEPTANCE AND SJGNOFF
Please sign and return this to Pav Sekhon at PSekhon@harriscomputer .com.

Accepted on this day by:

City of Santa Clara, CA NorthStar Utilities Solutions
By:

Name: ___________ _ Name: Sean Sykes
Title : Title : Vice President, Sales & Marketing
Date: Date: 11/24/2020
Amendment No. 2 to Agreement/N. Harris Computer Corporation Rev. 10/25/2019

Page 20 ends

FIRST REVISED EXHIBIT B

FEE SCHEDULE

1. MAXIMUM COMPENSATION
Contractor shall bill at the rates and upon the schedules set forth in the three "Statement of Work" documents attached to Exhibit A, and such payment are expressly subject to section 34 of the Agreement, entitled "Retention." In no event shall the amount billed to City by Contractor for services under this Agreement exceed Four Hundred Sixty-Six Thousand One Hundred Ninety-Nine Dollars (466,199), subject to budget appropriations.

Statement of Work
Statement of Work, City of Santa Clara, Northstar Version 6.4 Upgrade" dated August 17, 2017, version 2.1
"Statement of Work, City of Sant Clara, Core Automation Suite Subscription" dated August 17, 2017, version 2.1.

Statement of Work for Smart Energy Water Integration" dated July 13, 2020 version 1.5.

Maximum Compensation
Amendment No. 2 to Agreement/N. Harris Computer Corporation Rev. 10/25/2019
Total
$230,055
$46,593
$189,551
$466,199

Page 21 of 21 ends

Amendment No. 1 to Agreement/N. Harris Computer Corporation Page 1 of 2 Rev. 10/25/2019
Ebix Insurance No. S200002211

AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
N. HARRIS COMPUTER CORPORATION

PREAMBLE
This agreement (“Amendment No. 1”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and N. Harris Computer Corporation, a Canadian corporation (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement for the Performance of Services by and between the City of Santa Clara, California, and NorthStar Utilities Solutions”, dated December 7, 2017 (Agreement); and B. The Parties entered into the Agreement for the purpose of having Contractor provide professional services and software related to the NorthStar Customer Information System, and the Parties now wish to amend the Agreement to assign the agreement to N. Harris Computer Corporation and extend the term of the agreement through December 31, 2023.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. All references to “NorthStar Utilities Solution” in this Agreement shall be replaced with “N. Harris Computer Corporation.” All rights and obligations of the City and of the Contractor under this Agreement are unaffected by this assignment.

2. Section 5 of the Agreement, entitled “Term of Agreement” is amended to read as follows:

Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate on December 31, 2023.

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

Amendment No. 1 to Agreement/N. Harris Computer Corporation Page 2 of 2 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:

BRIAN DOYLE
City Attorney

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

N. HARRIS COMPUTER CORPORATION
a Canadian corporation
Dated:

By (Signature):

Name:

Title:

Principal Place of
Business Address:

Email Address:

Telephone: ( )
Fax: ( )
“CONTRACTOR”
10/28/2020
Sean Sykes
Vice President, Sales & Marketing
1 Antares Dr., Nepean, ON, K2E 8C4 Canada
[email protected]
613-226-5511
EBIX Insurance No. 52.00002211

AGREEMENT FOR THE PERFORMANCE OF

SERVICES BY AND BETWEEN THE CITY OF

SANTA CLARA, CALIFORNIA, AND NORTHSTAR

UTILITIES SOLUTIONS

PREAMBLE
This agreement for the performance of services ("Agreement") is by and between NorthStar Utilites Solutions, an Ontario Corporation with its principal place of Business located at 1 Antares Dr., Suite 400, Ottawa, Ontario K2E 8C4 ("Contractor"), and the City of Santa Clara, California, a chartered
California municipal corporation with its primary business address at 1500 Warburton A venue , Santa Clara, California 95050 ("City"). City and Contractor may be referred to individually as a "Party " or collectively as the "Parties" or the "Parties to this Agreement."

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

The Parties agree as follows:

AGREEMENT PROVISIONS

1. EMPLOYMENT OF CONTRACTOR.

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

2. SERVICES TO BE PROVIDED.

Except as specified in this Agreement , Contractor shall furnish all technical and professional services , including labor, material, equipment , transportation, supervision and expertise ( collectively referred to as "Services") to satisfactorily complete the work NORTHISTAR'"
UTILITI ES S0LUTr0 NS
1 required by City at his/her own risk and expense. Services to be provided to City are more fully described in Exhibit A entitled "SCOPE OF SERVICES." All of the exhibits referenced in this Agreement are attached and are incorporated by this reference. If any terms in Exhibits, or attachments to Exhibits, contradict terms of this Agreement, then the terms of this Agreement shall be controlling.

3. COMMENCEMENT AND COMPLETION OF SERVICES.

A. Contractor shall begin providing the services under the requirements of this Agreement upon receipt of written Notice to Proceed from City.

Such notice shall be deemed to have occurred three (3) calendar days after it has been deposited in the regular United States mail. Contractor shall complete the Services within the time limits set forth in the Scope of Services or as mutually determined in writing by the Parties.

B. When City determines that Contractor has satisfactorily completed the Services, City shall give Contractor written Notice of Final Acceptance. Upon receipt of such notice, Contractor shall not incur any further costs under this Agreement. Contractor may request this determination of completion be made when, in its opinion, the Services have been satisfactorily completed. If so requested by the contractor, City shall make this determination within fourteen (14) days of its receipt of such request.

4. QUALIFICATIONS OF CONTRACTOR- STANDARD OF
WORKMANSHIP.

Contractor shall perform such services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.

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

5. TERM OF AGREEMENT.

6. MONITORING OF SERVICES.

City may monitor the Services performed under this Agreement to determine whether Contractor's operation conforms to City policy and to the terms of this Agreement. City NORTHISTAR"'
UTlL!TlES SOLUTIONS
2 may also monitor the Services to be performed to determine whether all operations are conducted in accord with applicable City, county, state, and federal requirements.

Contractor's conformance with applicable City policies and City, county, state and federal requirements is a material term of this Agreement.

7. WARRANTY.

Contractor warrants that the Services will be performed in a professional and diligent manner by personnel who are competent in performing their individual tasks.

Contractor makes no representation or warranty, and City so acknowledges, regarding the merchantability of the Services, or their fitness for a particular purpose.

8. BUSINESS TAX LICENSE REQUIRED.

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

9. RESPONSIBILITY OF CONTRACTOR.

Contractor shall be responsible for the professional quality, technical accuracy and coordination of the Services furnished by it under this Agreement. Neither City's review, acceptance, nor payments for any of the Services required under this Agreement shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

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

10. 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 as outlined in Exhibit B, entitled "SCHEDULE OF FEES."
Contractor will bill City on a monthly basis for Services provided by Contractor during the preceding month, subject to verification by City. City will pay Contractor within thirty (30) days of City's receipt of invoice.

NORTHISTAR'"

UTILITIES SOLUTIONS
3 11. TERMINATION OF AGREEMENT.

Either Party may terminate this Agreement without cause by giving the other Party written notice ("Notice of Termination") which clearly expresses that Party's intent to terminate the Agreement. Notice of Termination shall become effective no less than ninety (90) calendar days after a Party receives such notice. After either Party terminates the Agreement, Contractor shall discontinue further services as of the effective date of termination, and City shall pay Contractor for all Services satisfactorily performed up to such date.

If Contractor should neglect to perform the Services properly or otherwise fail to comply with any term of this Agreement, the City must notify Contractor in writing of such default (a "Default Notice"). Upon receipt of a Default Notice, Contractor must either correct the default at no additional cost to the City, or issue a written notice of its own disputing the alleged default, in either case within thirty (30) days immediately following receipt of a Default Notice. If Contractor fails to correct the default, or issue a notice disputing the alleged default, in either case within ninety (90) days following receipt of the Default Notice, the City may terminate the whole of this Agreement or the part of this Agreement relating to the provision of Services and in such case will be responsible for payment to Contractor of only that part of the fee earned by Contractor for those Services performed up to the time of communication of such notice of termination to Contractor that is not disputed by City.

If the City should fail to comply with its obligations under this Agreement, Contractor must notify the City in writing of such default (a "Default Notice"). Upon receipt of a Default Notice, the City must correct the default at no additional cost to Contractor, or issue a written notice of its own disputing the alleged default, in either case within thirty (30) days immediately following receipt of a Default Notice. If the City fails to correct the default, or issue a notice disputing the alleged default, in either case within ninety (90) days following receipt of the Default Notice, Contractor may terminate the whole of this Agreement and in such case the City will be responsible for payment to Contractor of only that part of the fee earned by Contractor for that part of the Services performed in accordance with this Agreement up to the time of communication of such notice of termination to the City that is not disputed by City.

12. NO ASSIGNMENT OR SUBCONTRACTING OF AGREEMENT.

Contractor shall not hire subcontractors without express written permission from City.

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

Neither party may assign any of its rights or duties under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld, except that either party may assign to a successor entity in the event of its dissolution, acquisition, sale of substantially all of its assets, merger or other change in legal status.

NORTHISTAR'"
UT!LITlES SOLUTIONS
4 The Agreement shall inure to the benefit of and be binding upon the parties to this Agreement and their respective successors and permitted assigns.

13. 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.

14. INDEPENDENT CONTRACTOR.

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

15. NO PLEDGING OF CITY'S CREDIT.

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

16. 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.

17. 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.

18. OWNERSHIP OF MATERIAL.
(a) The parties agree that no materials or documents are being created for the City by Contractor under this Agreement. All materials and documents which NORTHISTAR"'

UTIUTIES SOLUTIONS
5 were developed or prepared by Contractor for general use and which are not the copyright of any other party or publicly available, including educational materials, shall continue to be the property of Contractor. (b) Where the City requests custom materials or documents, the parties shall enter into a separate written agreement which shall include a duly executed statement of work and such other provisions as are typically found in an agreement of that nature, including without limitation, provisions regarding the ownership of such customer materials or documents.

19. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR.

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

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

20. FORCE MAJEURE
Neither party shall be liable for delay or failure in performance resulting from acts beyond the control of such party including, but not limited to, acts of God, acts of war or of the public enemy, riots, fire, flood, or other natural disaster, acts of government ( other than City), strike, walkout, communication line or power failure, failure in operability or destruction of the City's computer (unless by reason of the negligence of a party to this Agreement), or failure or inoperability of any software other than software provided by Contractor (unless by reason of the negligence of a party to this Agreement). Any applicable delivery schedule shall be extended by a period of time equal to the time lost because of any such delay.

21. FAIR EMPLOYMENT.

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

22. HOLD HARMLESS/INDEMNIFICATION/LIMITATION OF LIABILITY. a. Contractor shall indemnify, defend and hold harmless CITY, its officers, officials, NORTHISTAR'"
UT!LfTIES SOLUTIONS
6 employees and agents, from and against any and all third-party losses, liabilities, damages, costs, assessments, expenses (including, without limitation, interest, penalties, fines, expert fees and reasonable attorneys' fees), incurred in connection with any and all third-party causes of action, claims, demands, actions, suits, proceedings, settlements and judgments ( collectively, "Claims") which CITY may incur or suffer or be put to by reason of or in connection with or arising directly or indirectly from any breach, violation or non-performance by Contractor of any obligation contained in this Agreement to be observed by Contractor, or any negligent acts or omissions of Contractor, or any wrongful act or willful misconduct of CONTRACTOR, its officers, employees, agents or subcontractors which relates to this Agreement, however arising. This indemnity is only effective where (i) CITY has provided prompt notice of the claim, action or demand to Contractor; (ii) CITY has not made any admissions of liability or settlement offers either prior to or after providing notice to Contractor of the applicable claim except with Contractor's prior written consent, except to the extent required by applicable law, (iii) Contractor has sole control of the defense of any claim or proceeding and all negotiations for its compromise or settlement; (iv) CITY provides reasonable assistance to Contractor, at Contractor's expense throughout the action or proceeding, and (v) CITY may, at CITY's sole cost and expense, retain counsel of its own choosing who shall be permitted to attend settlement conferences and hearings or other court appearances and hearings ( except where the court has specifically ordered otherwise) related to the proceeding.
b. The City and Contractor recognize that circumstances may arise entitling the City to damages for breach or other fault on the part of Contractor arising from this Agreement. The parties agree that in all such circumstances the City's remedies and Contractor's liabilities will be limited as set forth below and that these provisions will survive notwithstanding the termination or other discharge of the obligations of the parties under this Agreement.

1. EXCEPT FOR DAMAGES ARISING OUT OF (a) EITHER

PARTY'S BREACH OF ITS CONFIDENTIALITY
OBLIGATIONS, (b) CONTRACTOR'S INTENTIONAL

MISREPRESENTATION, GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT, (c) INJURY OR DEATH TO
PERSONS OR (d) DAMAGE TO TANGIBLE OR REAL

PROPERTY, BOTH PARTIES AGREE THAT

CONTRACTOR'S ENTIRE LIABILITY (UNDER CONTRACT

OR IN TORT INCLUDING FUNDAMENTAL BREACH,

NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), IF

ANY, FOR ANY DAMAGES RELATING TO THIS

AGREEMENT SHALL NOT EXCEED THREE HUNDRED
NORTHISTAR'"

UTILITIES SOLUTIONS
7 AND FIFTY THOUSAND DOLLARS $350,000.00.
ii. IN ADDITION TO THE FOREGOING, EXCEPT FOR
DAMAGES ARISING OUT OF (a) INJURY OR DEATH TO
PERSONS OR (b) DAMAGE TO TANGIBLE OR REAL

PROPERTY, NEITHER PARTY SHALL BE LIABLE FOR

ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT,

EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, LOST

REVENUE, LOSS OF DATA OR LOSS OF PROFITS, EVEN

IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE

LIKELIHOOD OF THE OCCURRENCE OF SUCH LOSS OR

DAMAGES AND NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
111. CLAUSES (i) AND (ii) SHALL APPLY IN RESPECT OF ANY

CLAIM, DEMAND OR ACTION BY A PARTY

IRRESPECTIVE OF THE NATURE OF THE CAUSE OF

ACTION UNDERLYING SUCH CLAIM, DEMAND OR

ACTION, INCLUDING, BUT NOT LIMITED TO, BREACH
OF CONTRACT, RESCISSION OF CONTRACT, OR TORT.

23. INSURANCE REQUIREMENTS.

During the term of this Agreement, and/or any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City insurance policies with respect to employees and vehicles assigned to the Performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit C.

24. AMENDMENTS.

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

25. INTEGRATED DOCUMENT.

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

26. 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.

NORTHISTAR"'
UT!LJTJES SOLUTIONS
8 27. 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.

28. NOTICES.

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

City of Santa Clara
Attention: Finance Department
1500 Warburton A venue
Santa Clara, California 95050
or by facsimile at ( 408) 243-8687
And to Contractor addressed as follows:

Name: Northstar Utilities Solutions
Address: 1 Antares Dr., Suite 400., Ottawa, ON K2E 8C4
or by facsimile at 613-226-3377
If notice is sent via facsimile, a hard copy of the material shall also be mailed. The workday the facsimile was sent shall control the date notice was deemed given if there is a facsimile machine generated document on the date of transmission. A facsimile transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following Monday.

29. CAPTIONS.

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

30. LAW GOVERNING CONTRACT AND VENUE.

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

31. DISPUTE RESOLUTION.

A. Unless otherwise mutually agreed to by the Parties, any controversies between Contractor and City regarding the construction or application of this Agreement, and claims arising out of this Agreement or its breach, shall be submitted to mediation within thirty (30) days of the written request of one Party after the service of that request on the other NORTHISTAR'"
UTfLfTIES SOLUTIONS
9 Party.

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

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

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

32. COMPLIANCE WITH ETHICAL STANDARDS.

Contractor shall:

A. Read Exhibit D, entitled "ETHICAL ST AND ARDS FOR

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

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

34. RETENTION.

As set forth in Exhibit B, City will pay Contractor on its invoice(s) an amount equal to 90 percent (90%) of the amount otherwise due to Contractor, and City shall withhold the remaining 10 percent (10%) as retention. When City determines that Contractor has satisfactorily completed the Services, City shall give Contractor written Notice of Final Acceptance; within thirty (30) days after issuance of said Notice of Final Acceptance, City shall release to Contractor the amounts held in retention. In the event of a good faith dispute between City and Contractor as to satisfactory completion of the Services, City 10 NORTHISTAR""
UTJL!TIES SOLUTIONS
shall continue to hold the retained funds in a segregated account until such time as the dispute is resolved, whether by means of formalized settlement or adjudication. Funds held in retention may be used to offset monies otherwise due to City by Contractor.

35. CONFLICT OF INTERESTS.

This Agreement does not prevent either Party from entering into similar agreements with other parties. To prevent a conflict of interest, Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code Section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

36. PROGRESS SCHEDULE.

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

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument; and, the Parties agree that signatures on this Agreement, including those transmitted by facsimile, shall be sufficient to bind the Parties.

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

NORTHISTAR'"
UTIL!TJES SOLUTIONS
11 CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
APPROVED AS TO FORM: Dated: \ 1 I ·1/ '1---
01 ~ t/4RIAN DOYLE
Interim City Attorney
l~
/DEANNAJ. SANTANA .

City Manager
~ "CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

NORTHSTAR UTILITIES SOLUTIONS
ration
rf 2,21 2dl7
ignature of Person executing the Agreement on behalf of Contractor)
Name: Steve Morris
Title: VP, Sales and Marketing
Local Address: 1 Antares Dr., Suite 400, Ottawa, ON K2E 6C4 Email Address: [email protected]
Telephone: 613-226-5511 extension2157
"CONTRACTOR"
NORTHISTAR'"

UTILITI ES SOLUTIONS
12 AGREEMENT FOR THE PERFORMANCE OF

SERVICES BY AND BETWEEN THE CITY OF

SANTA CLARA, CALIFORNIA, AND NORTHSTAR

UTILITIES SOLUTIONS

EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are more fully described in the Contractor's proposals entitled:

1. "Statement of Work, City of Santa Clara, Northstar Version 6.4 Upgrade" dated August 17, 2017, version 2.1; and

2. "Statement of Work, City of Santa Clara, Core Automation Suite Subscription" dated August 17, 2017, version 2.1.
13 NORTHISTAR'"
UT!LITlES SOLUTIONS
Statement of Work
City of Santa Clara
Northstar Version 6.4 Upgrade
NORTHISTAR"'
lJTILTTIES SOLlJTIONS
NORTH(STAR™

UTILITIES SOLUTIONS
Prepared for:

City of Santa Clara, CA
August 17, 2017
Version 2.1
SOW VALID UNTIL: November 17, 2017
1 Revision Control
Document Title: City of Santa Clara - Harris Northstar - Version 6.4 Upgrade SOW Author: Northstar Professional Services
File Reference: City Santa Clara - Harris Northstar - Version 6.4 Upgrade SOW.Docx 2016-08-17
2016-11-11 ML Whitehead
2017-01-24 ML Whitehead
2017-04-06 ML Whitehead
2017-05-02 ML Whitehead
2017-05-06 KV Cressman
2017-06-13 KV Cressman
2017-06-19 ML Whitehead
2017-06-28 KV Cressman
2017-08-08 L Faulkner
2017-08-17 L. Faulkner
NORTHISTAR'"

UTILITIES SOLUTIONS
Addition of purge services, Utilization
Review & Core Automation Suite
Condense project timeline & increase onsite
Consulting time.

Removing MDM upgrade effort, adjusting AP
subscription terms & effort, reducing onsite time
& upgrade effort.

Revisions as per Santa Clara feedback
Revisions as per review with Santa Clara
Incorporate definition of success from City of Santa
Clara
Incorporate SC's comments regarding scope,
milestones and update technical items
Updates as per June 16th SOW review with SC Team
Updates from Santa Clara and inclusion of Santa Clara
's & C's
Inclusion of Santa Clara's Terms and Conditions
Change of Format. City Exhibit A and NS Sow moved
per Santa Clara's instruction. Milestone page
removed. Version# and dates updated.
2 1 NORTHSTAR INTRODUCTION
The City of Santa Clara, here after referred to as "Santa Clara", requires an upgrade of their billing system from Northstar version 6.3.1 to Northstar version 6.4. Northstar 6.3.1 and Northstar 6.4 share the same core business logic and leverage the years of investment both Santa Clara and Northstar have made in your current CIS/billing system.

The purpose of this document is to provide information on the features and value of Northstar 6.4, along with the level of effort associated with the upgrade, for those customers upgrading from Northstar 6.3.1.

1.1 Objective
This Statement of Work {SOW) defines the work to be performed by Northstar, an unincorporated division of N. Harris Computer Corporation, for Santa Clara CIS Northstar 6.3.1 to Northstar 6.4 upgrade, and concurrently upgrading CustomerConnect to Maintenance Release 5.1 in addition to implementing the Northstar Core Automation Suite.

This SOW includes a high level timeline, fees, and other terms and conditions specific to the services requested by Santa Clara. Any additional requests for services that are not defined within this SOW will result in change orders with applicable fees.
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2 SERVICE DESCRIPTION

2.1 Project Approach
A Northstar Project Manager (PM) will be the primary point of contact for Santa Clara on the Northstar project. The PM has the overall accountability to successfully deliver the services required for a successful implementation within agreed upon timeframe and budget. The project team will directly report to the PM and the PM will have the authority and support to manage the Northstar project team in the best interest of the project. The PM is also accountable for the following high-level project activities:
• Interface with Santa Clara assigned PM.
• Conduct regular internal project meetings to ensure that all aspects of the project are understood by the team and that progress and risks are properly reported. • Conduct regular project meetings with Santa Clara.
• Review of project status, schedule, risks, resources as well as any other issues that may affect the success the project.

The Northstar Implementation Methodology that will be leveraged for this engagement consists of 2 main areas: Project Management and Upgrade Management where each has associated (where applicable):
• Processes/ Checklists/ Matrices that define how to operate; • Deliverables that are formal outputs that require City of Santa Clara sign-off; • Work Products that are outputs produced as part of the work required to achieve the desired engagement goals; and
• Tools/ Assets that are leveraged to produce defined outputs.

The Project Management area defines how Engagements are managed. It includes:
• Communication/Status Management aimed at establishing internal and external communications as well as monitoring and communicating engagement status and effort spent; • Escalation Matrix:

Level 1:

Northstar Project Manager TBD
Level 2:

Vice President, Professional Services Brad Robeson [email protected] 888 847 7747 ext. 2171
Level 3:

Executive Vice President, Northstar
Patrick Shaughnessy
[email protected] 888 847 7747 ext. 2151 NORTHISTAR™

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4 • Relationship Management aimed at measuring the pulse of Customers and partners; • Work Management aimed at capturing and monitoring effort, cost and work to be performed; • Scope Management aimed at defining and controlling project scope; • Risk Management aimed at planning, mitigating, tracking and monitoring risks; • Deliverable/ Acceptance Management aimed at ensuring that expected deliverables are delivered and accepted; and
• Financial/Contract Management aimed at monitoring project financial health.

Northstar proposes two (2) site visits by the Northstar Project Manager throughout the Northstar 6.4 upgrade/ Automation Platform Core Suites implementation project. The first site visit will be at Project Kick Off. The second site visit will be at Go LIVE Rehearsal. 5 NORTHISTAR"'
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3 AREAS WITHIN SCOPE

3.1 Utilization Review
The objective of the Utilization Review is to assess the City's current business processes, custom modifications and interfaces developed for the City, and identify areas where process change, reporting, automation, new add-ons or integrations could be implemented to maximize both software and resource utilization. This session will involve power users and/or managers working through the identified processes and documenting opportunities for improvement.

During a 5 day onsite review the Northstar Business Consultant will work with Subject Matter Experts (SME) from each functional area reviewing current resourcing, responsibilities and business processes. Each will be documented and discussed in detail to allow for further evaluation and efficiency improvement recommendation. Efficiency recommendations may come in the form of process improvement, automation, configuration, report development, integration or application development or task reallocation between functional areas.

3.1.1 Utilization Review Documentation
The Northstar Business Consultant will document discussions held during the 5 day onsite session. Upon completion of the onsite the Business Consultant will prepare a Utilization Review document detailing recommended process improvements and potential automation opportunities. Recommendations are fully documented under each functional area, and an Executive Summary is provided which serves to identify the items which will have the greatest value for the City. Results and recommendations of the Utilization Review will be provided to the City in a timely manner as mutually agreed upon during the Utilization Review. Harris will not unreasonably delay providing those results.

3.1.2 Utilization Review Follow Up
Upon delivery of the Utilization Review document the Northstar Business Consultant will conduct a follow up discussion to review the document and recommended changes with the City. The Consultant will assist in determining what changes the City will implement and discuss all timelines around such implementation.

Northstar will provide estimates for any associated implementation services such as; additional training, additional automation programming, modification and integration development, report development and configuration assistance.

Recommended business process changes will not be implemented as part of this statement of work. If Santa Clara chooses to move forward with implementing any of the recommendations, a change order will be issued to assess the increase in effort, scope, duration, schedule impact, and pricing, as applicable.

3.2 Data Purging
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Santa Clara will proceed with purging data on their Northstar 6.3.1 SQL database in preparation for their upgrade to Northstar 6.4.

3.2.1 Purge Process
• Install the standard purge scripts Northstar has developed for SQL Server. • Run the purge scripts against the Northstar TEST instance Provide Santa Clara with pre and post purge reports for validation purposes.
• Provide testing support during Customer validation of data purge. • Upon Customer approval run the purge scripts against Northstar production. • Create User documentation to allow Santa Clara to execute the purge process on an as needed basis.

3.2.2 User Acceptance Testing
• Upon completion of the initial purge processes in Northstar TEST, Santa Clara will have 30 business days for acceptance testing, during which time issues reported within the 30 days will be resolved at no charge provided they are part of the original scope of work. At that time the purge processes will be executed in the production environment on agreement from Santa Clara. Northstar will not unreasonably delay testing. Northstar and the City will review any time lost and mutually agree to a resolution. If the testing period extends past 30 business days, there will be an additional charge to execute the purge scripts in production unless a prior arrangement or extension has been agreed upon.

3.2.3 Engagement Completion Criteria
• The purge implementation is deemed completed and accepted if the following criteria is met:
o The purge processes are completed within the production environment upon Santa Clara's approval.
o 30 business days have elapsed from completion of the purge process in Santa Clara's LIVE environment.
o There are no mutually agreed upon outstanding critical issues. o 9.2 See Appendix B for details (Page 29)

3.3 Northstar 6.4 Upgrade
• All upgrade activities to be performed remotely, unless otherwise requested.

The scope of this statement of work is to upgrade Santa Clara's CIS Northstar 6.3.1 to Northstar 6.4.

Current integration/interfaces points that will be ported to the Northstar 6.4 environment are:
• Itron Meter Reading System
• PeopleSoft FHRMS Financial System
• lnfosend Bill Print
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• Shoretel ECC Customer Contact Center
• Siemens MOMS
• Bank of America - Home Banking
• Northstar eCARe Web Portal
• Northstar Executive Information System
• Northstar mCARe Paperless
• Bank Up Remittance Processing
• My Utilities Account or Harris Northstar Customer Connect suite. • Northstar Reports Anywhere
• Metaviewer
• Meter Exchange
• PAP (BOA)
• ACC
• Cybersource
• Net Metering & Net Metering Phase 2 including credit control. • Cybersecurity updates
• Summary Billing (if in place).

Hardware:

Epson 6000 Ill & IV printers.

PCI Compliance:

Screen Audit and Form Audit screens within Northstar 6.4 do not, at any point, store or display sensitive data; ex: credit card numbers in clear text as it did in version 6.3.1.

CustomerConnect MR 5.1 Update:

Santa Clara's CustomerConnect will be updated to CC MRS.1 as part of the Northstar 6.4 upgrade project.

Testing of the maintenance release will be incorporated into the upgrade test plan and Go LIVE cut over activities. See Appendix B below for list of Santa Clara enhancements ported to MRS.1.

3.3.1 Northstar 6.4 Upgrade & CustomerConnect MRS.1 Update Preparation o Perform a review of Santa Clara's custom modifications and integration to ensure all applicable code has been merged into Northstar 6.4.
o Work with Santa Clara to develop a site-specific test scripts for User and System Acceptance testing. o Upon completion of the Northstar 6.4 installation and CustomerConnect update perform internal validation testing on the new instance to ensure it is ready for training and testing. Northstar be 8 NORTHISTAR"'

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testing core functionality. Santa Clara-specific processes will be tested as part of the System and User Acceptance testing phases.

3.3.2 Northstar 6.4 Installation & Add Ons Migration
o Prior to creating the Northstar 6.4 TEST environment Northstar will provide a detailed installation checklist; configuration changes, tasks needed to be done, processes to be run, patches to be applied, etc.
o Install Northstar 6.4 application and database on new TEST server(s). o Upgrade Northstar database from 6.3.1 to 6.4 (will be on new 2012 DB server) o Migrate, eCARe, mCARe, Meter Exchange, EIS and Reports Anywhere to TEST new server(s) and redirect to the Northstar 6.4 TEST instance.
o Install Northstar Navs and configure access to the Northstar Add Ons TEST servers where applicable.
o Update CustomerConnect TEST to MRS.1 and point to Northstar 6.4 TEST o Deploy Core Suite workflow templates to Santa Clara's Northstar TEST environment. o Provide a detailed checklist of all steps to deployment. o Review the AP Workflow Implementation Checklist with the Santa Clara Team. o Santa Clara will have two weeks to review and revise the Implementation Checklist as required. o Configure each automated process based on Santa Clara's Implementation Checklist.

3.3.3 Northstar Payeezy Integration
• Northstar will develop an integration with Bank of America Payeezy software that will allow all credit card encrypted numbers to be tokenized. This will then be used in the Northstar PAP File Create process which will result in the file being created with no credit card numbers in clear text • Northstar will obtain tokens from Payeezy to map to existing pre-authorized accounts within the Northstar database.

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9 • Northstar will utilize the Payeezy API to automatically obtain tokens through new pre-authorized registration from within Northstar or CustomerConnect.
• Northstar will modify the PAP File Create process to create the file with tokens instead of credit card numbers.
• Process documentation to be provided as a project deliverable.

3.3.4 Northstar 6.4 Training Provided
Northstar Product Orientation Session:

The Product Orientation session is held, via Web Ex sessions, with the Core user group as the first stage of the setup portion of the upgrade implementation project. The objective of the orientation session is to introduce the users that have been working on the Northstar 6.3.1 software to the new version of the product, Northstar 6.4. There will be time spent on initiation to the navigation of the application, as well as reviewing the business processes specific to the City.

End User Training:

Santa Clara is using a train the trainer approach for the Northstar 6.4 upgrade. As such, Santa Clara's Subject Matter Experts are expected to provide any End User training on the product as required.

3.3.5 Northstar 6.4 & CustomerConnect System Acceptance Testing {SAT) o Northstar will work with Santa Clara to develop a site-specific upgrade test script for System Acceptance testing. Upon completion of testing Santa Clara will submit a signed copy of the SAT script confirming all areas of Northstar 6.4 and CustomerConnect MRS.1 have been successfully reviewed as a prerequisite for Northstar to schedule the User Acceptance testing activities. o The following criteria will be used to evaluate whether the upgrade has been successful.

1. A check of row counts and balances will be done for example a count of rows in each table in the source and target can be compared considering any expected differences. Certain reports can be run in each environment to help ensure all records have been migrated.

2. Basic testing of the environment performed by the City's SM E's to check all major functionality
a. Can we see expected data in the screens of each module b. Run major programs/ reports in each module

3. Check customizations are in place

4. Check all interfaces/integrations

5. Review all key values
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10 6. The refresh was done according to checklist without any major deviations. o This testing is not intended to be major system testing, but quick verification to make sure all major components are in place.
o Review the findings after the verification and if there are major issues with the refresh - critical components not included in the checklist make the decision to run the refresh again. This should not be counted as an additional refresh. A Northstar Application Consultant will provide one week of onsite assistance during System Acceptance testing. Santa Clara will have four weeks to complete the initial round of System Acceptance Testing. Northstar will have two weeks of remediation for all priority 1 issues. Santa Clara will then have two weeks of remediation testing prior to scheduling User Acceptance testing and End User training activities. Note that any delays caused by Northstar will not be included in the 6 week SAT testing window.
o There should be no outstanding critical issues, as mutually agreed upon, upon complete of SAT. o For Automation Platform provide System Acceptance testing support up to a maximum of 14 hours.

If Santa Clara needs to extend the testing efforts, Northstar will provide a change order for the extended testing services. Note that any delays caused by Northstar will not be included in the UA T testing window . .i..
o Workflows will be provided for testing in an iterative manner, as configuration is completed. Santa Clara will have 2 business days, per workflow, to complete testing. o Once all SAT has been completed Northstar will have 10 days to execute any configuration changes required.
o If a project delay is encountered due to external factors outside of NorthStar's control, and System Acceptance Testing needs to extend beyond the initial four week and subsequent two week windows for SAT remediation testing Northstar and Santa Clara will analyze the results of this external factor on the project timeline to determine if there is a need for a change request to reflect a substantial change to the project plan, budget, or timeline.

3.3. 6 Northstar 6.4 & CustomerConnect User Acceptance Testing (UAT) o Northstar will work with Santa Clara to develop a site-specific upgrade test script for User Acceptance testing. Upon completion of testing Santa Clara will submit a signed copy of the UAT script confirming all areas of Northstar 6.4 and CustomerConnect MRS.1 have been successfully reviewed as a prerequisite for scheduling Go Live activities. 11 NORTHISTAR'"

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o A Northstar Application Consultant will provide 1 week of onsite assistance during User Acceptance testing Santa Clara will have four weeks to complete the initial round of User Acceptance Testing.

Northstar will have two weeks of remediation for all priority 1 issues. Santa Clara will then have two weeks of remediation testing prior to scheduling End User Training and Go LIVE. Note that any delays caused by Northstar will not be included in the 6 week UA T testing window. o Upon completion of User Acceptance testing of all applicable workflows Northstar will redeploy all workflows to Northstar To Be Live environment.
o For Automation Platform, provide a detailed checklist of all steps to deployment. o Upon completion of User Acceptance testing of all applicable workflows Northstar will redeploy all workflows to Northstar To Be Live environment.
o Export configured rules from Northstar TEST and import to Northstar To Be Live environment. o Perform internal sanity testing on deployment and configuration from Northstar TEST to To Be Live environment.
o Santa Clara will have 2 days, per workflow, to complete User Acceptance testing. o If a project delay is encountered due to external factors outside of NorthStar's control, and User Acceptance Testing needs to extend beyond the initial four week and subsequent two week windows for UAT remediation testing Northstar and Santa Clara will analyze the results of this external factor on the project time line to determine if there is a need for a change request to reflect a substantial change to the project plan, budget, or timeline.

3.3. 7 Northstar 6.4 Data Refreshes
o Northstar will perform four successful data refreshes throughout the 6.4 upgrade and CustomerConnect update project:
o Initial data refresh will be included with the installation of Northstar 6.4 and update of CustomerConnect for SAT.
o Second data refresh will be performed upon completion of SAT, in preparation for UAT. o Third data refresh will be performed as part of the Go LIVE rehearsal and End User training. o Final data refresh will be performed upon Go LIVE cutover. Any requests for additional data refreshes will be considered at an additional cost/schedule impact to the project. o A detailed checklist will be created by Northstar and the City, to include all tasks needed to accomplish the data refresh/database upgrade. This checklist will be monitored for errors and 12 NORTHISTAR"'
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updated by Northstar as required. Criteria will be developed for what is a successful data refresh (i.e. no errors when accessing the system, all components work successfully, all customizations in place.

3.3.8 Northstar 6.4 Go LIVE Rehearsal
o Produce a full checklist of all activities to upgrade Northstar and update CustomerConnect, with dependencies and training.
o Install Northstar 6.4 application on To Be LIVE environment. o Upgrade database from 6.3.1 to 6.4.
o Migrate, eCARe, mCARe, Meter Exchange, EIS and Reports Anywhere to new To Be Live server(s) and redirect to the Northstar 6.4 To Be LIVE instance.
o Refresh CustomerConnect TEST from production and walk through checklist to update to MRS.1. o Provide a detailed checklist of all steps to deployment of AP workflows. o Upon completion of System Acceptance testing deploy Core Suite workflow templates to Santa Clara's Northstar To Be LIVE environment environment.
o Export configured rules from Northstar TEST and import to Northstar To Be LIVE environment. o Perform internal sanity testing on deployment and configuration from Northstar TEST to To Be LIVE instance.

3.3.9 Northstar 6.4 & CustomerConnect Go LIVE Cut Over
o Produce an updated full checklist of all activities with dependencies and expected things o Upgrade Production database from 6.3.1 to 6.4.
o Update CustomerConnect production to MRS.1 and redirect to Northstar 6.4 LIVE.

3.3.10 Northstar 6.4 & CustomerConnect Post LIVE
o Provide dedicated post LIVE support for forty five business days prior to transition back to Northstar Support Services.
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o Refresh Northstar TEST database from Production.
o Create Northstar 6.4 DEV environment.
o Install Northstar 6.4 application on DEV environment. o Install Northstar Navs and configure access to the Northstar Add Ons DEV servers where applicable.
o Upon creation of 6.4 DEV environment redeploy all workflows from Northstar TEST environment.
o Perform internal sanity testing on deployment and configuration from Northstar TEST to Northstar DEV.
o Migrate, eCARe, mCARe, Meter Exchange, EIS and Reports Anywhere to new DEV server(s) and redirect to the Northstar 6.4 DEV instance.
o Update CustomerConnect DEV to MRS.1 and redirect to Northstar 6.4 DEV.

3.3.11 Santa Clara Responsibilities
Following are the key responsibilities of Santa Clara under this agreement:

1. Manage the project overall.

2. Ensuring Northstar has direct, dedicated remote technical connection capabilities with administration access to any non-production server that the Northstar applications reside on for the duration of the upgrade project.

3. Santa Clara cannot allow access to the working production system during business hours except to view and even then by arrangement. Changes to the production environment will go through change control.

Northstar will abide by the City's change processes.

4. Ensuring that underlying infrastructure for Northstar 6.4 is acquired and installed by the required time per agreed upon project plan (Note: Minimum specifications for servers and workstations should be discussed and agreed upon at commencement of project).

5. Installing server(s) with appropriate network connectivity.

6. Installing operating system and partitioning disk space.

7. Installing database software.

8. Installing Northstar 6.3.1 database for all 4 data refreshes.

9. Creating users at the operating system level.

10. Configuring peripheral devices (printers, scanners, cash drawers, etc.).

11. Installing VPN connection.

12. Configuring back up and maintenance routines for new database.

13. Installing Java 8 on Client workstations.
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14. Testing hardware components and environment.

15. Securing of the communication between Northstar and the Payeezy API; Payeezy and Santa Clara will chose a security methodology conbsistent with their requirements and policies. It is understood that they require security that is in line with TLS 1.2. Northstar will be calling their API and it is the Santa Clara's responsibility to advise Northstar how to connect securely.

16. Conducting upgrade testing, including integration and interface testing.

17. Conducting User Acceptance testing.

18. Conducting with End User Training.

19. Leading Go LIVE activities

3.3.12 Engagement Completion Criteria
Northstar 6.4 Upgrade & Customer Connect Update
The Upgrade Engagement is deemed completed once upgraded application has been deployed to the live environment for forty five business days and that any Priority 1 items raised during that period have been resolved. Northstar has the exclusive right to classify call types according the definitions below.

Priority 1- Urgent or High Priority • System Down {Software Application, Hardware, Operating System, Database)
• Impacts Critical Business Function without a workaround • Performance issues of severe nature impacting critical processes.

Priority 2- Medium Priority • System errors that have workarounds • Impact to business function is not critical:
• Performance issues not impacting critical processes
• Usability issues
• Workstation connectivity issues {Workstation specific) • Minimal or no impact to critical business function
Priority 3 - Low Priority • Report formatting issues
• Training questions, how to, or implementing new processes • Aesthetic issues
• Issues with workarounds for large majority of accounts • Recommendations for enhancements on system changes
• Questions on documentation

3.4 Areas Out of Scope
Anything in this section and not listed in the above "Areas within Scope" is considered out of scope for this SOW. Specific items that are currently out of scope of this engagement include:
• Business Process Review_.1..
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• Additional User training if required above End-User training. • Post Live Northstar Refresher training if deemed required following Go LIVE. • Migrating automated scheduled tasks - scripts generated by City of Santa Clara • Automation Platform User training on the Northstar workflow editor • Customized rules or workflows
• Rules development of workflow bundles not considered within the Core Automation Suite 16 NORTHISTAR'"

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4 ESTIMATED TIMELINE
The estimated duration of this engagement is approximately five months. The assumption is that the Purge project, Utilization Review project, Northstar 6.4 Upgrade project and Core Automation Suite project will kick off simultaneously. In order to accommodate this approach Santa Clara will assign Project Leads for each engagement, and each Lead will have experience in the day-to-day operations and will work closely with the Northstar Consultants to resolve issues as required. Adherence to the project plan and timeline is critical.

Northstar will prepare a formal project plan and time line upon acceptance of this statement of work. Santa Clara will review, provide comments on, and provide Northstar with approval of the project plan and time line.

See Appendix B below for sample Implementation Project Plan.

There are a number of factors to be considered that will have an associated un-planned increase in effort and will therefore impact the project schedule. These factors are typically not determined until project kick-off and will be a key input into the final Go LIVE date and may result in additional cost. Northstar will notify Santa Clara of any increase in effort and will provide Santa Clara with a Change Order according to section 5 Change Management Process. These factors include:
■ Data:
• Data clean-up (if required) by Santa Clara.
• Amount of data - consideration needs to be given to the amount of historical data required and how long it will take to obtain the data.
■ Peripherals:
• An increase or replacement of equipment with the upgrade (i.e. cash drawer). 17 NORTHISTAR'"
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5 CHANGE MANAGEMENT PROCESS
Northstar will maintain the SOW with formal documentation denoting agreed upon changes. Santa Clara and Northstar may propose changes to this SOW addressing services falling outside the scope of services described in this SOW ("Change"). The Change Order form must be used for all change requests. Northstar shall have no obligation to commence work in connection with any change until the fee and schedule impact of the change is agreed upon in a written Change Order form signed by the designated representatives from both parties.

Upon identifying the need for a change, Northstar shall submit the change on our standard Change Order form describing the change, including the impact of the change on the schedule, fees and expenses.

Within 5 consecutive business days of receipt of the change order form, Santa Clara shall either indicate acceptance or rejection of the proposed change by signing the Change Order form or any other period of time mutually agreed to by the parties. If Northstar is advised not to perform the change, then Northstar shall proceed only with the original services. In the absence of Santa Clara acceptance or rejection of the Change Order, Northstar will not perform the proposed change.

With respect to any proposed changes to the Services defined by this Agreement that do not materially impact the scope of either party's work effort required under this Agreement, the parties will cooperate in good faith to execute Change Orders in respect thereof, and will not unreasonably withhold approval of such proposed changes. If either party causes or requests a change that, in the reasonable opinion of the other party, materially impacts the scope of the parties' work effort required under this Agreement, such as, but not limited to, changes in the allocation of the resources of the Organization and of Harris applied to a task, changes in completion schedules for individual tasks or for overall implementation, and changes in staffing that require a party to provide additional work hours, the other party may propose a change to cover the additional work effort required of it. Approval of any such proposed changes will not be unreasonably withheld (it being acknowledged that any such material changes may require modifications to the consideration paid, and timelines governing, the Services), and any disputes regarding changes shall be handled initially by discussions between the parties which will be convened in good faith by the parties to resolve any such matters in dispute. Organization shall not be charged for any delays to the project schedule or changes in effort for delays that are attributable solely to the actions or inactions of Northstar. Where delays are caused by both parties, any additional costs shall be shared in proportion to each party's contribution to the cost of those delays. A sample change order is presented in Appendix "C" 18 NORTHISTAR"'

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6 FEES & PAYMENT SCHEDULE

6.1 Fees
Utilization Review, Data Purge, Automation Platform & Upgrade Services Description Estimated Hourly Rate
Effort (Hours\ Total
Project Management 270 $200 $54,000
Utilization Review Session 40 $200 $8,000
Utilization Review Documentation 32 $200 $6,400
Utilization Review Follow Up 8 $200 $1,600
Create Install Purge Scripts 2 $200 $400
Execute Purge Script (TEST) 6 $200 $1,200
Purge Validation Testing Support 7 $200 $1,400
Execute Purge Scripts (production)* 5 $300 $1,500
Upgrade Preparation 24 $200 $4,800
Northstar 6.4 Installation 40 $200
$8,000
Northstar Add Ons Installation 20 $200 $4,000
Payeezy Integration Development 96 $200 $19,200
Payeezy Integration Validation Testing 18 $200 $3,600
Northstar Internal Validation Testing 24 $200 $4,800
Northstar 6.4 Product Orientation Training 12 $200 $2,400 User Acceptance Testing Support {Onsite 140 $200
& Romnto} $28,000
System Acceptance Testing Support (Onsite & 100 $20,000 - ..-1 lc;JOO Go LIVE Rehearsal 40 $200 $8,000
Go LIVE Cut Over* 36 $300 $10,800
Upgrade Post LIVE Support 80 $200 $16,000
AP Core Suite Implementation 75 $200 $15,000
15% Technology, Administration&
Communication Fee $10,955
Project Total 1075 $230,055
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*As this work must be performed over a weekend an after-hours premium applies to this service

6.2 Payment Schedule
Any mutually agreed upon change controls will be billed at $200/hour when incurred. An additional amount equal of 5% of the total fees billed has been included in the fee charged to cover technology, communication and administrative costs. Price excludes any applicable taxes.

The Northstar fees for the scope of services described in this Statement of Work, including the 5% technology, communication and administrative fee, is $230,055 USD based on fixed price plus any travel and logistics (T&L) which may be required.

Milestones & Payment Schedule

1. Contract signing - 35%, $80,519.25

2. Base solution installed within Santa Clara's non-production environment, 15%, $34,508.25

3. Completion of purge process within production environment, 10%, $23,005.50

4. User Acceptance Testing sign off received, 15%, $34,508.25

5. Northstar 6.4 Go LIVE cut over, 15%, $34,508.25

6. Upgrade Project Acceptance (45 days post go live), 10%, $23,005.50

7. This is expressly subject to section 34 of the Agreement entitled "Retention." Invoices are payable upon receipt.

Quote is valid for 60 days from date of delivery. After 60 days the quote will be considered expired and would need to be reassessed and re-quoted if still required.

6.3 Travel & Living Expenses
The above mentioned fees do not include any travel and per diem expenses incurred for on-site visits required for this engagement. Northstar will adhere to the City's travel policies. All travel to be approved prior to booking. Northstar estimates five site visits during this implementation:
• Project Kick Off with Northstar PM (5 days), as per section 3.1 Project Approach • Utilization Review Session with Application Consultant (5 days), as per section 3.2. Areas Within Scope
• Northstar 6.4 Upgrade User Acceptance Testing with Application Consultant (5 days), as per section

3.2. Areas Within Scope
• Northstar 6.4 System Acceptance Testing with Application Consultant (5 days), as per section 3.2.

Areas Within Scope
• Go LIVE Rehearsal with Northstar PM (5 days), as per section 3.1 Project Approach 20 NORTHISTAR'"

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7 TERMINATION
Unless Northstar and/or the City of Santa Clara exercises its right to terminate this SOW due to material breach or default, Northstar must provide, and Santa Clara must purchase, services from Northstar for the items defined within this SOW.

If Santa Clara and/or Northstar exercises its right to terminate this SOW due to material breach or default, or Santa Clara and/or Northstar terminates this SOW without cause, Santa Clara's obligation includes the following:

1. Provide notice of 10 business days for termination without cause;

2. Return the software to Northstar and certify, under the hand of a duly authorized officer of the Organization, that all copies of the software or any part thereof, in any form, within the possession or control of the Organization have been returned to Northstar. (if applicable)

NorthStar's obligation includes the following:

1. Provide notice of 10 business days for termination without cause;

2. Refund to Santa Clara any fees that have not been earned under this SOW through the termination date.

Under no circumstances shall Northstar be liable for any special, indirect, consequential, punitive or incidental damages of any kind and shall not be liable for loss of profits, works stoppage, system failure or malfunction, loss of data or any other damages or losses in connection with this statement of work, even if Northstar has been advised of the possibility of such damages. In any event, Northstar shall not be liable to pay any amount, in the aggregate, that is greater than the fees received by Northstar under this statement of work.
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UTfLJTlES SOLUTIONS
8 PROJECT ASSUMPTIONS
The services, fees and delivery schedule for this engagement are based upon the following assumptions:

8.1 General Assumptions:
• Any items not explicitly identified within this document are considered out of scope. Any changes to those responsibilities and/or deliverables will be considered a change in scope for the engagement. Any proposed change to the engagement scope must be put into written format and be submitted to Northstar during this engagement for review and consideration. • This engagement currently has, and will continue to have, the support of senior Santa Clara management and will be assigned sufficient priority with respect to other projects to ensure its success.
• Santa Clara will assign a Lead to act as an internal resource and guide throughout this engagement. • Santa Clara will secure the appropriate staff in a timely fashion in order to discuss or review the various materials produced when required. It is expected that the individuals involved will have experience in Santa Clara's day-to-day operations and will work closely with the Northstar Consultants to resolve issues as required. The main purpose of this interaction is to provide a quick and consistent response to procedural issues.
• Santa Clara will provide access and support from the IT group and any other stakeholder, as deemed necessary by Northstar throughout this engagement.
• Santa Clara agrees to facilitate any required corporate logistics for the fulfillment of this agreement. • Santa Clara will provide the appropriate remote access to its network, facilities, and systems as may be required to perform activities from one of NorthStar's locations. Northstar shall abide by all rules and directions of Santa Clara when accessing the Santa Clara's network, facilities or systems. • Santa Clara to ensure the appropriate staff are available to work with the Northstar resources while onsite for the Utilization Review. It is expected that the individuals identified will have experience in the day-to-day operations and will work closely with the Consultants to resolve issues, requests or questions as required.
22 NORTHISTAR"'

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• Northstar will not change staffing without consulting Santa Clara. • Should Santa Clara have concerns with regards to any of the Northstar resources assigned to their engagement they will advise the Northstar VP of Professional Services, who will work with them to mutually resolve staffing concerns
• Santa Clara can request key Northstar resources to be assigned to their engagement and Northstar will take these requests into consideration when resourcing the Santa Clara project. • Santa Clara will provide a training room complete with workstations for their staff for the Northstar onsite activity. This is to allow the Northstar Consultant and Santa Clara Team members to focus on the implementation activity without any external interruptions. • All documentation provided by Santa Clara shall be up-to-date and accurate or if that is not the case, advise Northstar as such.
• All hardware, software, and network components supplied by Santa Clara are working properly and are free of defects and will meet minimum hardware standards provided during the engagement.
• All third-party software and hardware products are assumed to perform correctly in Santa Clara's environment, in accordance with the appropriate third-party vendor's specifications. • To minimize project costs, majority of project work will be performed at one of the NorthStar's locations. Northstar will determine the project activities requiring performance onsite. • Price does not include Santa Clara approved travel and living expenses that may be required as part of the delivery of the engagement. (i.e. air fare, car rental, gas, per diem and hotel) Northstar will work with Santa Clara to identify most cost effective accommodations for Santa Clara's onsite activities that are mutually agreed upon.
• Any new Northstar add-ons currently not within the North Star 6.3.1 environment will be considered at an additional cost and effort.

8.2 Purging Assumptions:
• Northstar 6.3.1 LIVE, TEST & DEV 6.3.1 applications have identical code base and configurations. • The Purge process for the LIVE instance will need to be run over a weekend to ensure there is no impact on in the production environment.
• Santa Clara will not perform any data refreshes of the Northstar TEST system during the Purge validation testing phase. Should a data refresh be required there will be an additional charge for Northstar to execute the purge scripts.

8.3 Northstar 6.4 Upgrade Project Assumptions
• Northstar LIVE, TEST & DEV instances are at the same release level. Northstar MDM will require a code merge of the applicable MDM programs to the Northstar 6.4 base code. ~DM specific work, such as the code merge mentioned above, will be funded by the City's MDM project. The City agrees to pay for the code merge effort as part of their M DM project. MDM activity will not be part of the Northstar 6.4 upgrade project, but will be scoped separately at a later date. 23 NORTHISTAR'"

UTILITIES SOLUTIONS
• Santa Clara data provided will be complete and clean. It is the responsibility of Santa Clara to clean data if deemed required due to the identification of inaccurate entries. However if there are issues in the 6.3.1 software that have allowed invalid data to be entered into system unknowingly to Santa Clara - Northstar will address these issues.
• All data refreshes will be performed during regular business hours, 8:00 a.m.-5:00 p.m. PST, with the exception of Live cut-over which will be performed over a weekend • For the Payeezy integration development Northstar Northstar will have access to a functioning Payeezy API accessible from the Northstar Development environment. • Santa Clara has no special print handling requirements; ex: paper source, special commands, etc.

8.4 Northstar Core Automation Suite Project Assumptions • The Core Automation suite consists of 19 workflows. Northstar will configure up to a maximum of 30 business processes using the core 19, should multiple iterations of a workflow be required. If additional instances of a workflow are requested or required a change order will be provided by Northstar.
• Northstar Core Suite deployment, configuration and testing services will be completed remotely.

Northstar will make sure the version of 6.4 they install is appropriate for this complete SOW. As they are being developed simultaneously.
• Santa Clara resources will be available as required. It is expected that the individuals identified will have experience in the day-to-day operations and will work closely with the technical consultant to resolve implementation issues and answer checklist questions as required. The main purpose for this interaction is to provide a quick and consistent response to issues so that the technical consultant is not required to contact a large number of users. Any delays in the project due to Santa Clara's resource availability will be subject to a CO.
• Santa Clara's staff will perform acceptance testing as per the time lines provided in the project plan. • If a project delay is encountered due to external factors outside of NorthStar's control, Northstar and Santa Clara will analyze the results of this external factor on the project timeline to determine if there is a need for a Change Request to reflect a substantial change to the project plan, budget, or timeline.
24 NORTHISTAR'"
UTILfTlES SOLUTIONS
9 APPENDIX A- NORTHSTAR 6.4-TVPICAL HARDWARE

RECOMMENDATIONS
l~~~i mal Hard war '""e''""'"'"""'''''""""",''""'""'' ,,,,,,,,,,,,,,,,,,,,,,,,, ; e:~i~al' s:~~ware "Northstar CIS 6.4 Application & Database Northstar CIS 6.4 Application & Database Server Server
• Quad Xeon Processor (required) • Windows 2012 64 Bit
• 2 x Quad Xeon Processor • Wildfly
(recommended) • Java 8.0
• 64GB Memory • SQL Server 2012
• 1000GB 15K (minimum)
• 1000GB 15K SSD or SSHD
(recommended)
' Northstar CIS Production Extension Server Northstar CIS Production Extension Server (Reports Anywhere, eDocs) • Windows 2012 Standard 64 bit • Dual Xeon Processor
• 16GB Memory
• 2 X 72GB 15K SAS Drives
,,
Northstar CIS Production Extension Server •
(CustomerConnect)
• Dual Xeon Processor
• 32GB Memory
• 500GB 15K SAS Drives
Northstar CIS 6.4 Client Computer Northstar CIS 6.4 Client Computer • Quad Core CPU (Intel Core2, AMO • Windows 10 (32 or 64) Phenom ... ) • Windows 7 (32 or 64)
• 40GB hard drive (orhigher) • JRE 6.0 or latest
• 4GB Memory (minimum) • Microsoft Office 365 or Pro Plus • 8GB Memory (recommended)
• Minimal resolution: 1360 x 786
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25 10 APPENDIX 8 - SANTA CLARA CUSTOMERCONNECT MODIFICATIONS Issue Type Key Summary
Enhancement CCS-2241 Add HSTS support
Enhancement CCS-2205 Create an audit trail of all emails sent out of CustomerConnect
Enhancement CCS-2186 Generate temporary passwords so Admin/Csr's can assist customers in resetting passwords
Enhancement CCS-2184 Replace 'X' as logoff
Enhancement CCS-2183 Credit card expiration should not be a calendar Enhancement CCS-2181 Pre-populate customer info in one-time payment Enhancement CCS-2144 Provide a viewable audit trail for one-time payments
Enhancement CCS-2095 Move in registration form note should be confiqurable
Enhancement CCS-2091 Ability to mask account number and occupant code and not print user ID in emails
Enhancement CCS-2015 Convert all text to uppercase when transferring to CIS
Enhancement CCS-2013 Information Viewable when Transferring Service Orders
Enhancement CCS-2009 Text on Create service order page should be configurable
Enhancement CCS-1962 Customer portal links customizable Enhancement CCS-1951 Registered Move in: should be able to create a move in that does not generate a move out
Enhancement CCS-1945 Hide bank name label
Enhancement CCS-1941 Refine the look of the external move-in questionnaire form
Enhancement CCS-1940 Have the ability to change the link label for 'Click Me'
Enhancement CCS-1936 Search by email address in Search Service Orders in CustomerConnect returns no result
Enhancement CCS-1884 Payments made through Cybersource do not send email receipt
Enhancement CCS-1872 Add a custom note to explain the selected service order
Enhancement CCS-1871 Provide support for iPad and other mobile devices.

Enhancement CCS-1870 Notification alerts amount does not include a sum total from all services
Enhancement CCS-1868 Print from print analyzer
Enhancement CCS-1866 Allow for 'Payment Plan' tab name to be configurable
26 NORTHISTAR™

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Enhancement CCS-1857 Review and adjust Login form to enhance usability Enhancement CCS-1856 Auto-tab when entering the phone number, in between sets of numbers
Enhancement CCS-1854 No reading history should show N/A instead of blank
Enhancement CCS-1853 When Northstar is not available, CustomerConnect should display a message
Enhancement CCS-1852 Filter by Date Range Calendar month drop down Enhancement CCS-1851 Payment plan disclaimer should be different after signup
Enhancement CCS-1849 Allow past due notices to also be displayed as one for all services
Enhancement CCS-1838 CC - Need ability to disable CC footer (since we already have a marketinq footer
Enhancement CCS-1805 Various Issues on the bill pay screen Enhancement CCS-1804 Pay My Bill Screen Issues
Enhancement CCS-1780 Various items for bill pay screen
Enhancement CCS-1757 creating a service order - have a mouseover text over the '+' sign as an indication to create service
order
Enhancement CCS-1622 CustomerConnect should pull Stat holidays from Holidays when choosing a service date
Enhancement CCS-1612 Make legacy user registration message confiqurable
Enhancement CCS-1534 Need to provide integration to Cybersource for credit card processinq
27 NORTHISTAR™

UTIUTIES SOLUTIONS
11 APPENDIX C- PURGE FOR SQL SERVER
Objective
The purpose of this document is to outline the steps for using the purge process developed for Northstar SQL Server environments.

The purge process has been grouped into like lists of tables. Billing history, for example groups the balance history, cashiering history and journal history tables. When running the purge users can select as many or as few groups as they wish. An additional benefit of running by groups is that it allows the option of selecting different dates to be used for different groups. For example, billing history can by purged for '2008-12-31' and reading history can be purged for '2007-01-01' Three stored procedures have been developed. They do not need to be run together and all three will operate separately. The first procedure is sp_PurgeData that will allow the user to select which table grouping they wish to purge, a destination database and a purge date, then delete those tables from the source database (depending on which database the procedure is running) .. The user will tell the program which table grouping should be purged. More detail is given below in the examples. The third procedure, sp_PurgeFinals, is to purge "finalled" accounts that have no balance and a zero balance on any deposits.

The five groupings are:

Billing History
pu_balance_hist
pu_balance_his_d
puusgbld
pu_defer_ard
pucrscore
pu_misc_bill
pujhaccd
pujhstat
pujhmtrd
pujhcrbd
pu_pay_arrangh
pu_pay_arrange
ichrecpt
ichtrand
ichmiscd
ichpaymd
ichappld
ichinvoice
Reading History
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UTJUTlES SOLUTIONS
28 pu_elec_hist
pu_ water _hist
pu_gas_hist
Call History
csrletrd
csr_acct-addr
csr _acct_info
csr _ contacts
csraccount
csraccount_pay
csracssah
csrcalld
csrcchgd
csrcglref
csrcmpld
csrcustr
csrhours
csrletrh
csrpypln
csrsched
csrstatd
Comment History
pu_pcb_comments
Alerts
tick_list
Audit Events History
audit_evnts
Purge Process
The purge process has been broken out by module and allows the user to control which sets of tables are purged.

Arguments:

1. Database name

2. Table grouping, the names of the groups are as follows:
call hist
billing_hist
reading_hist
comment_hist
audit_events
ticklers
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UTIUTIES SOLUTIONS
29 3. Purge date
MM1croso[t SQL Server Management Studio l!ll!J 13
Eile !;;cit ~w Query e,oject Ioo!s ~ndow hommunlty tlelp .J.MewQuery L~1 CT; tr; W: L~· ,_J j_f i,iJ. 1ml 1' 2:) Ll ~1 .~4~~ I ·N □ v~:~~:::,~:~P~;.~~?1~~1·•·\~~:.M~~~~3;~J.~1~ o~;,t~;:o!t!', ~··~~.·-· · ; C~mect• Ji J1
H i J NOVA (SQL Server 9,0,4053 - H1,.,.
-i ......J Databases
·+1 -' System Databases
i+i Database Snapshots
EXECUTE sp PurgeData 'Nc:irtli.c.tr:11:: Live' ',__;,e1ll_hist' ':;007-01-01' I -
·+! addonreleases_NSADDO
,+: archive_ns
.+l bamboo
'+) ccwa
+1 cognos8_silverado
+1 j cognos83
i+i j ecaredev _DKINNEY ~~-~··_jl
!NOVA (9.0 SPJ) 1HAAAIS\ac10,; (73) · !n~1fiol•QA [00:0QOO jo '""' 1 1 ,..,...,.,.,.,') ~IA\/,.,
Ready Ln205 Coll ch 1
In the example above all tables in the call history group will be purged on the Northstar _Live database prior or equal to 2007-01-01. You don't need to be running the procedure from the database where you are purging, as long as it is on the same server you are currently connected to.

Purge Finalled Accounts
This stored procedure will delete all accounts, services and history from any accounts that meet ALL of the following criteria:

1. All services on the account are finalled

2. All services on the account have a zero balance

3. The account has a zero balance on deposits (if any)
For those accounts that pass the above tests the stored procedure will remove all history, deposit, payment plan, service and account information for that account, occupant combination.

This procedure should only be run after the above purge procedure has been run.

There is only one argument that needs to be passed in, the name of the database. f:i1e &,dt yiew Query (Joject Iools ~ ~Ofl'lfll(Jl'llt tle4> _,J_NewQuery Li, \'.fJ 'tXi W ~1; ,__; -ii' 'l~ oof 'I ;:,J LJ 2_.!. l · _J' r, -l.~ Li.( ilfchive_ns .. t ~ecute ✓ Z:J "¾" 'L.. ·.':~ i r' ... ·0; q t;J[J~ ·~ -~ ~--~~.!,_ ::::~;!:-~!-."·NO-YA.~;~hive:~::\sp~Fl~~,~~~qi• -oo .... A-.l'IOlthsta-,-:;QA:au<M:_ovnts i NOYA,northstar.:.y11geO~a.~ -! -NOVA,ar-chivo_-;;~.-;_archiv"e,sql• i obje<iExpkirerDetails i C9.noe<:t• ,;J ,,
,,... _j dbo.pu_bpcomp_det
1-: _j dbo.pu_bpcornp_goup
1- _J dbo.pu_bpcomp_hlst
·+· _J dbo.RoleGroups
+· _1 dbo.Roles
+ _J dbo.Schedu!e
+: _] dbo.Schedu!eHistory
+ _j dbo.Schedu!eltemSettlngs
+' _ l dbo.Seard.CommonWords
+'_jdbo.Se.,rd,Tndexer
'+ _j dbo.Searchitem
-+: _} dbo.SearchltemWord
+· _j dbo.SearchitemWordPosJ.:1on
-+, _] dbo.SearchWord
+! _J dbo.Stelog
·+ _Jdbo.Sl<ins
execuc.e sp_PurgeFinals ·:,;,Ju:.l,.citt.r_L1ve'
INS
-□
. )
+: _J dbo,SystemMessages
•..,_, 4 ,.;.," T,.l,,M,.,;,,i.,~
:~~~ ~-0 SP3) - iHARAIS\mctaet 179)

1.f
!~_ns :000000 ;o,~,
Ln193 Coll 0,1 INS
30 NORTHISTAR"'

UTIUTJES SOLUTIONS
12 APPENDIX D - SAMPLE CHANGE ORDER
ORGANIZATION NAME: CITY OF SANT A CLARA, CA
Vendor: Northstar Utilities Solutions; a Division of Harris Computer Systems Date:

Change Order Number: XX
Project Description: NorthStar Upgrade Project
Requested By: City of Santa Clara, CA Project Manager
Scope of Change Requested:
•
Assumptions and Other Requirements:
•
Reason for Change Request:
•
Start Date:

Cost Impact □ No Cost Impact
□ Cost Increase of
□ Cost Decrease of
Schedule Impact

QUOTATION & PAYMENT TERMS
XX % due on signing

NOTES AND ATTACHMENTS
A signature below will serve as authorization to proceed with this quotation. Please sign and return this by fax to: 613-482-4874.

Approval (signature and date):
31 NORTHISTAR"'

UTILITIES SOLUTIONS
City of Santa Clara Approval _____________________ _
City of Santa Clara Project Manager ___________________ _ Northstar Project Manager ______________________ _
Change is □ Approved □ Denied Date
32 NORTHISTAR™

UTIUTIES SOLUTIONS
Statement of Work
City of Santa Clara
Core Automation Suite Subscription
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UTILITIES SOLUTIONS
NORTHISTAR™

UTILITIES SOLUTIONS
Prepared for:

City of Santa Clara, CA
August 17, 2017
Version 2.1
SOW VALID UNTIL: November 17, 2017
33 Revision Control
Document Title: City of Santa Clara - Harris NorthStar - Core Automation Suite Subscription SOW Author: Northstar Professional Services
File Reference: City of Santa Clara - Harris Northstar - Core Automation Suite Subscription SOW.Docx Version 2016/02/09 Carrie Lawlor Version 1

1.0 Version 2016/06/13 Mary Lee Edits as per Santa Clara review

1.1 Whitehead
Version 2017/08/08 L Faulker Inclusion of Terms and Conditions

1.2 Version 2017-08-17 L. Faulkner Change of Format. City Exhibit A and NS Sow

2.1 moved per Santa Clara's instruction. Milestone
page removed. Version# and dates updated.

Page 34 ends

1 LICENSE-CORE AUTOMATION SUITE

1.1.1 Grant of Licenses
a. Subject to the terms and conditions herein, Northstar hereby grants to Santa Clara a Corporate, non exclusive, non-transferable and limited right and license to use the Software in object code format on the Northstar CIS computer system (the "License") in consideration for the payment of the License fees. All Releases installed by Santa Clara are subject to this License. This License and the other terms and conditions related to this License do not apply to Third Party Software. b. Santa Clara may duplicate Documentation, at no additional charge, for Santa Clara's permitted uses so long as all required proprietary markings are retained on all duplicated copies. c. As between Northstar and Santa Clara, Northstar reserves all rights, title and interest in and to the Software not expressly granted herein and the License specifically excludes all such reserved rights, title and interest.
d. Any Software furnished by Northstar in machine-readable form may be copied in whole or in part by Santa Clara for use on the Designated Computer System, access to which by Users can be from any computer terminal, whether internal to or external to Santa Clara's facility incorporating the Designated Computer System. To the extent that any temporary files associated with the Software are created during such use on terminals those temporary files are permitted under this License but only for such time that the temporary files are actually required. Santa Clara agrees that the original copy of all Software furnished by Northstar and all copies thereof made by Santa Clara are and at all times remain the sole property of Northstar.
e. Any License granted under this SOW permits Santa Clara to: (i) use the Software for its City billing and related purposes including, but not limited to, performing testing, disaster recovery, disaster testing, training, archival and backup as Santa Clara deems necessary, and (ii) use, copy and modify the Documentation for the purpose of creating and using training materials relating to the Software. Access to and use of the Software by independent contractors of Santa Clara shall be considered authorized use under this Section so long as any such independent contractors are bound by obligations of confidentiality and have been approved by Northstar in advance of the independent contractors' access to the Software.

Santa Clara shall be responsible for (i) all of the actions of and (ii) any misuse of the Software by any independent contractor.
f. Software is licensed for use by the current number of Northstar CIS users and on the current operations of Santa Clara. Any change in the number of users of Northstar CIS or a material increase in the Santa Clara's business, such as through acquisition of another City, would require additional licensing. g. Santa Clara may purchase additional Software Licenses at the time such Licenses become necessary at NorthStar's then current prices and terms.

Page 35 ends

1.1.2 Term of License
The Subscription license commences at completion of milestone 4, User Acceptance Testing sign off. The initial term of this SOW is 3 years and Santa Clara cannot terminate the subscription within the 3 year term. The Subscription may be renewed annually thereafter.

1.1.3 Restrictions on Use
a. Santa Clara shall not, and will not allow, direct or authorize (directly or indirectly) any other party to: (i) use the Software for any purpose other than in connection with Santa Clara's primary business or operations; (ii) disassemble, de-compile, reverse engineer, defeat license encryption mechanisms, or translate any part of the Software, or otherwise attempt to reconstruct or discover the source code of the Software except and only to the extent that applicable law expressly permits, despite this limitation; (iii) modify or create derivate works of the Software; (iv) rent, lease, lend, license, sell or use the Software for timesharing or bureau use or to publish or host the Software for others to use; or (v) take any actions that would cause the Software to become subject to any open source or quasi-open source license agreement. Santa Clara shall be wholly liable to Northstar for any misuse of the Software and these restrictions are absolute except as and only to the extent that this SOW may expressly permit Santa Clara to do otherwise
b. The Software and related materials supplied by Northstar are protected by copyright and trademark laws.

The Software is licensed and may not be resold by Santa Clara. Any rights not expressly granted herein are reserved. Santa Clara may not obscure, remove or otherwise alter any copyright, trademark or other proprietary notices from the Software and related materials supplied by Northstar.

1.1.4 Ownership of Software & Confidential Information
a. Santa Clara acknowledges that the Software contains proprietary information and Confidential Information of Northstar which shall, at all times, remain the property of Northstar. b. Santa Clara will take the same care to safeguard the Software as it takes to safeguard its own Confidential Information of a like nature and such care shall not be any less than would be taken by a reasonable person to safeguard its own confidential information.
c. In order to assist Northstar with the protection of its proprietary information and Confidential Information and to enable Northstar to ensure that Santa Clara is complying with its obligations, Santa Clara shall permit Northstar to visit during normal business hours any premises at which the Software is used or installed and shall provide Northstar with access to its Software. Northstar shall provide Santa Clara with reasonable notice of any such audit.

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1.1.5 Ownership & Disposition of Documents
b. All materials and documents which were developed or prepared by Northstar for general use and which are not the copyright of any other party or publicly available, including educational materials, the Software and any other computer applications, shall continue to be the property of Northstar. The parties agree that no materials or documents are being created for Santa Clara by Northstar under this SOW as of the effective date.

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2 CORE AUTOMATION SUITES WORKFLOW
GL Archive Workflow
• NorthStar's GL Archive workflow is designed to run the full GL Archive process from Load and File Create through to running the GL Report and Interface Posting Archive. The workflow can be scheduled to run at night, eliminating the need to coordinate running the Archive process with resources performing live activities. The integration file to the financial system is available automatically and users begin balancing activities immediately upon open of day. Users can spend more time analyzing GL transactions rather than waiting for them to process.

AP Archive Workflow
• NorthStar's AP Archive workflow is designed to run the full AP Archive process from Load and File Create through to running the AP Report and AP Archive. The workflow is scheduled to run at night, eliminating the need to coordinate running the Archive process with resources running Refund Journals during daily processing. The integration file to the Accounts Payable system is available automatically and Accounts Payable Clerks can begin processing customer refunds immediately at start of day.

Financial Reporting Bundle
• NorthStar's Financial Reporting Bundle includes the following Northstar reports:
• Trial Balance By Service/Trial Balance By Account
• Summary Trial Balance By Account
• Accounts Deposit Listing
• Customer Deposit Listing
• Aging Report
• A/R Aging Report By Service/AIR Aging Summary
• The reporting bundle is scheduled to run at night, eliminating the need to coordinate running financial reports and processes with resources performing live activities. Users begin balancing activities immediately upon open of day, freeing up several hours of time wasted waiting for the processes to run.

Users can spend more time analyzing Financial reports rather than waiting for them to process Meter Reading Workflow
• NorthStar's Meter Reading Automation workflow automatically runs the Reading Load based on a Customer's predefined reading requirements, as generally defined in NorthStar's Meter Reading Schedule.

The Import File Creation and Export file Translation are automatically processed, allowing the Automation Platform to generate the Meter Reading Verification report, saving the report for exceptions handling.

Scheduling meter readings in advance and allowing Northstar to load the meters and create the Import file(s) can increase reliability and decrease dependence on individuals. Files can be processed overnight so meter readers can begin reading their routes first thing in the morning. Once the reads have been completed, let the workflow bring the reads back into Northstar and have the verification reports ready and waiting at the earliest possible moment. No wasted time and issues resolved more quickly leads to more efficient billing!
Billing Workflow
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• NorthStar's Billing workflow automates the processing tasks associated with billing. This includes calculating the bills upon transferring to billing and generating the Verification Listing as well as completing the final steps of Journal Print and Post. Automating the various steps of a batch can result in less load on Northstar during business hours as well as more appropriate use of the Billing Department's time.

Calculation and verification listings can be completed automatically and be made available for review upon completion. Journal print and post can be sequenced to run prior to G/L automation to ensure that the day's activity is included in the correct G/L interface file. Automating these processes results in billers being able to concentrate on exceptions processing rather than waiting for processes to run.

Pre-Authorized Payment Workflow
• NorthStar's Pre-Authorized Payment Automation workflow automatically processes your pending Pre Authorized payments by transferring them to cash, printing and archiving your Cashiering Journal Print and posting payments to customer's accounts on the applicable payment date. Automating the processing of Pre-Authorized payments ensures payments are posted directly to customer's accounts on the due date without having to maintain external schedules or calendar reminders to manually post. The process can be scheduled to run at night so the payments are posted immediately at start of day. This reduces conflicts with Collection activities as well as the incidence of incorrectly applied interest charges or late fees, and the resulting reversals.

Lockbox Payment Workflow
• NorthStar's Lockbox Payment workflow automatically processes your Lockbox Import. The import is then followed by printing and archiving the Pre-Transfer Listing, transferring the payments to cash, printing and archiving the Cashiering Journal and Posting payments to customer's accounts. Automating the Lockbox process ensures payments are posted to accounts in a timely fashion. The process can be configured to run at night and throughout the day ensuring payments are posted prior to Credit Control loads running, reducing conflicts with Collection activities as well as the incidence of incorrectly applied interest charges or late fees, and the resulting reversals. Automating this process also frees up users to handle Lockbox Transfer exceptions and contact customers who may be using incorrect banking information on their payments.

Web Payment Workflow
• NorthStar's Web Payment workflow automatically processes your Web Payment Transfer to Cashiering.

The transfer is then followed by printing and archiving the Cashiering Journal and Posting payments to customer's accounts. Automating the Web Payment process ensures payments are posted to accounts in a timely fashion. The process can be configured to run at night ensuring payments are posted prior to Credit Control loads running, reducing conflicts with Collection activities as well as the incidence of incorrectly applied interest charges or late fees, and the resulting reversals. Automating this process also frees up users to concentrate on walk in customer traffic and handling exceptions such as misapplied payments.

Credit Control Workflow
NORTH!STAR"
NorthStar's Credit Control Automation workflow creates Credit Control batches and runs the Aging or Auto Load within Credit Control, loading delinquent accounts into the Credit Control Batch for exceptions and collections processing. By running the process at night, users are unaffected by the load and conflicts with payment processing are avoided. Credit resources can immediately begin exceptions and collections handling upon open of business day resulting in earlier Notice delivery and/or disconnections. Best of all,

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the Credit Department will be freed up to concentrate on Customer Service rather than monitoring the process.

Write Off Workflow
NorthStar's Write Off workflow includes the automation of the Write Off process. Creation of the Write Off batch, loading the accounts, creating and saving the journal and posting the transactions are all available with this workflow. The Write Off process can be configured to run at a predefined time such as at month end, and for various scenarios such as credit balances, small balances write off etc .. The Write Off workflow allows Utilities to define the required parameters and load the accounts with no manual intervention required. The remaining tasks, the Journal Print and Post processes are also included in this workflow. By automating the Write Off process users spend less time completing this manual process and can be more proactive in their collection efforts to minimize bad receivables moving forward.

Reverse Write Off Workflow
NorthStar's Reverse Write Off workflow includes the automation of the Reverse Write Off process.

Creation of the Reverse Write Off batch, loading the accounts, creating and saving the journal and posting the transactions are all available with this workflow. By configuring the Reverse Write Off workflow to automatically run on a predefined schedule you eliminate the need to track and communicate bad debt payments manually. Payments through Lockbox or the Web are identified for reversal automatically with no manual intervention. Automate your write off reversals to ensure you are recovering your bad debt expense in a timely fashion.

Balance Transfer Workflow
NorthStar's Balance Transfer Workflow creates Balance Transfer batches, loading accounts using the Filtered Method. The process identifies accounts with like Debtor Numbers to move balances between.

Final steps of the rule include generating and saving the Journal and Posting the transactions to the individual accounts. This workflow is typically configured to run for credit balance transfers after posting Final Billing and once per month for debit balance transfers. Automating this process frees up both system and human resources to other tasks that require human intervention and allows Northstar to handle the process outside of normal business hours.

Late Payment Journal Workflow
NorthStar's Late Payment Workflow automatically loads accounts for Late Payment processing. The workflow loads accounts and is followed by generating and archiving the Late Payment Journal and Posting Late Payment to customer's accounts. The process can be configured to run over night to ensure Late Payment appears on accounts immediately at start of business day, providing accurate cash and collections balance amounts.

Overdue Interest Journal Workflow

NORTHISTAR'
NorthStar's Overdue Interest Workflow automatically loads accounts for Overdue Interest processing. The workflow loads accounts and is followed by generating and archiving the Overdue Interest Journal and Posting Overdue Interest to customer's accounts. The process can be configured to run over night to ensure Overdue Interest appears on accounts immediately at start of business day, providing accurate cash and collections balance amounts.

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Deposit Interest Workflow
• NorthStar's Deposit Interest Workflow automatically loads accounts into the Refund Journal for Deposit Interest processing. The workflow loads accounts and is followed by generating and archiving the Deposit Interest Refund Journal and Posting Deposit Interest to customer's accounts. This workflow is scheduled to run at night at month/year end eliminating the need to wait for the interest to be posted prior to beginning balancing activities. It also frees up time wasted waiting for the processes to run allowing users to spend more time on analyzing month/year end financial reports and results.

Deposit Refund Workflow
• NorthStar's Deposit Refund Workflow automatically loads accounts into the Refund Journal for Deposit Refund processing based on predefined refund requirements. The workflow loads accounts and is followed by generating and archiving the Deposit Refund Journal and Posting Deposit Refunds to customer's accounts. The workflow can run on a predefined schedule and will load and process accounts that are eligible for refund based on the Utility's refund rules. Automating this process frees up reps to concentrate on collection of deposits from poor paying customers and other collection processes requiring much more manual intervention and attention.

Credit Refund Workflow
• NorthStar's Credit Refund Workflow automatically loads accounts into the Refund Journal for Credit Refund processing. The workflow loads credit balance accounts for refund and is followed by generating and archiving the Credit Refund Journal and Posting the refunds to customer's accounts. The Credit Refund workflow is typically configured to automatically run after Final Billing post and the Balance Transfer Program has been run. The process is configured to locate final accounts with a remaining credit to be refunded through Accounts Payable. Automating this process frees up both system and human resources to other tasks that require human intervention and allows Northstar to handle the process outside of normal business hours.

Reverse from Balance History Workflow
• NorthStar's Reverse from Balance History Workflow allows users to select Late Payment, Overdue Interest (from 01 Journal} or Extra Charges to reverse from a customer's account. The process automatically loads the reversing entry into the Extra Charge Journal and can run the process through to post. The Reverse from Balance History workflow allows users to perform on demand reversals of Late Payment, Overdue Interest (from 01 Journal) or Extra Charge entries. The process immediately updates the customer's account, ensuring an accurate balance for cash and collection purposes. The process is easy and streamlined, allowing CS Rs to process the adjustment with a simple right click of the mouse.

Automation Platform Maintenance Workflow
•
NDRTH!STAR'
NorthStar's Automation Platform Maintenance workflow purges and archives the Event and Payload data that is used by and/or generated through the various rules in use by the Automation Platform. The Automation Platform Maintenance workflow ensures the automation tables maintain a reasonable size and that remaining data is easily accessible to the rules and workflows that require it. Regular maintenance minimizes performance issues due to volume of data ensuring workflows run smoothly and without interruption.

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3 FEES & PAYMENT SCHEDULE

3.1 Subscription Fees
Core Automation Suite Subscription
Year 1 subscription fee $15,000 $15,000
Year 2 subscription fee $15,525 $15,525
Year 3 subscription fee $16,068 $16,068
The Subscription license commences at completion of milestone 4, User Acceptance Testing sign off. The initial term of this SOW is 3 years and Santa Clara cannot terminate the subscription within the 3 year term. The Subscription may be renewed annually thereafter.
4 TERMINATION
Unless Northstar and/or Santa Clara exercises its right to terminate this SOW during the implementation stage due to material breach or default, Northstar must provide, and Santa Clara must purchase, services from Northstar for the items defined within this SOW.

If Santa Clara and/or Northstar exercises its right to terminate this SOW during implementation stage due to material breach or default
Santa Clara's obligation includes the following:

1. Return the software to Northstar and certify, under the hand of a duly authorized officer of Santa Clara, that all copies of the software or any part thereof, in any form, within the possession or control of Santa Clara have been returned to Northstar. (if applicable)

2. Complete payment for services performed and expenses incurred prior to termination including:
a. Any amounts previously invoiced but unpaid;
b. Fees for services performed through the termination date which has not been invoiced; and c. Any approved travel and living costs.

NorthStar's obligation includes the following:

1. Refund to Santa Clara any fees that have not been earned under this SOW through the termination date.

Page 42 ends

advised of the possibility of such damages. In any event, Northstar shall not be liable to pay any amount, in the aggregate, that is greater than the fees received by Northstar under this statement of work.

NORTHISTAR'
Page43

APPENDIX E - SAMPLE IMPLEMENTATION PROJECT PLAN
NS Upgrade & Core Auromadon Suite 123 days Jan 2 '17 Jun ll '17 2 G"'1",eral PM and overs.gilt 123 days Jilin 2 '17' JtJn 21 'H _;; Archive & Purge Projiect kl days Jan 2 '17 Mar 24 '11 4 Arch!Ye l.S days Jan 2. '17 Jan 20 '17
Plan, install & mn In tE:Sf lwk J8'n l 'l 1 Jan6'17
6 customer revle'.,.., & appro11iill lwk fan !I '1'1 Jan U '11 r Install & f)Jfi In Produc:tla""' lwk Jan 16 •n Jan 2f.J'l7 B Purge l.S days Jan23'11 Feb 10'17
y Pfan, 14",stall.& ri.m In ,BT 1 wk Jilfi 23 '11 Jan 27''11 Customer revt.e"w & appro\':al 1 wk Jilfi 30 '11' Peb 3 '17' 1; 't lru,tall &. run lrt Production 1 wk Feb 6 "1'1 f'el:ilO '17' r:2 User Acce,.ptance 30 days feb 13 Tl' Mar24 'H
1d Arci'lrl,,e & purge pr(lj!ect comp!:ete Oday, Mar 24 '17 Mar :u '11 1:'4 Udlhatloo Re11lew Profect :l.i days Jan 2 '17 Jan 2:1 '17 Preparntlon lwk Jan 2 '17 Jan 6 '17
H> Ons.te re'<.'iew l wk Jan9 'H Jan l3 '11
n Produce doa.i,mient lwk Jan 16'11 Jan 20 '1'
HI Remote follow-up ;,i;ssion 1dav Jan 23 '17 Jan 23 '17' 1t1Yi Utitl2ation re.i\ew project coinplete Odavs fan 2:l '17 Jan 23 '17 Upgrade Project 110 days Jan 2 '17 Ju,n 2 '17
Test and Live Lnstance 110 days Jan 2 '17 lun2 '17
Preparifltlon 40days Jan 2 '17 Feb 24 '17
l!,nstall NS and acdd-.:ins lwk JM 2 '17 Jan 6 '17
Review custom f1!'A)ds & integrations 3wk:5 fan 9 '11 Jann '11 Oe<Jelap :Sclte-speaflc tests scrlpu 3wks Ja;n 30 '17 Feb17'n 211, Confirm soliutlon ,s ready for UA r lwk ~ell; :ZO '1? Feb 24' '11 '2. :1 System acceptance testing 2.0days Feb 27 '11 llll&r 24 '11 2S NS or\ie11tatlcon sessloo l dav feb z"/' '1? Fecb i"/' '11 2'51 Onsite testrng suppon 2. wk:5 Fieb 27 '11 Mar 10'11 30 u~ acceptecnce testing 4 wks felt! 2"/' '11 Mar 2~ 1 11 3l User AL,ceptacl!lce tesuni: 20days M&r21'17 Apr 21 '17 32 Onslte testrng support 2.wks Mar 27 '11 Apr 7 '1,
33 Syste,m acceptance testrcng 4wks Mar 27 '11 Apr 21 '17 J4 Go-live 30 days Apr 24 '11 Jl)l!I 2 '17
35 GO"! hie rene:arsa l lwk Apr24'11 Apr 28 '11
3t, Go-11•..e crJto.er lwk May l '11 Ma•;'S 'l'I'
37 Post go-lNe s•~port lodavs May8 'i:.1 Jun2 '11
l8 De" Lns:tam:e 2:0 da";S Ap«' 24 '11 May 19 '1
39 Install NS a,nd add-om. 1wk Apr:24 '11 Apr 28 '17
UAf 3w!G May 1 '11 Ma~• 19 '1
,n Upgrade project c~ete Odavs Jun 2 '17 Jun. 2 •·11 2
'12 AuromaUon Platform Projed 1m da";S Jan 2 '17 Junl '17 ,u lns1atl & configure 2Sdays Jan 2 '17 Feb3 '17

Page 1 ends

NORTHISTAR~

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ID Taslc: Nacme JDurnoon
44 Deplo'( to Dev· erv>lironment 1 wk
45 AeYiew & complete ched:lL!lts Zwks Jan 9 '17 Jan 20 '1? ,4i, Configure per checli:ltsts Z wks Jai!i .23 '11 feb3'H 47 User acceptance testing 2.5 days ~eb6 '17 Mar Ul '17 4;; User .Mceptan.:e te,;tlng Jwks fe!J.b'l7 febM'li
<l!P Aef!Jlements and changes S.wks ~ebb'l7 Mar lCl '17 'H) System acceptance testing 45 days Mar 1l '1'1' M.ay U '1 Sl lnitiill & confl!l!Ufe AP' s. ln 1 est -,;;.ronmait 1 wk Mar B '17 Mar 11 'l'.7

5.-ystem aa:.eptance testing 'l.wks Mar ZlJ '11 Apr 7 '17 53 Refl.new,ents and ch a11:!leS S.wks Apr 10 '17 Ma•I' 12 'l 54 Go-live Udays May 12 'U Jun z '11
55 lm.t~I & configure In Uve environment lwk May 15 '17Ma•1• 19 'l S6 Post go-lwe support z wlti
ptatform project comptete Oday,
-----~----~~------~~~-~"--
l ~s
♦ 51'12
- ·-···--··-····j ···-··-····

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Page45

AGREEMENT FOR THE PERFORMANCE OF SERVICES BY AND

BETWEEN THE CITY OF SANTA CLARA, CALIFORNIA, AND

NORTHSTAR UTILITIES SOLUTIONS

EXHIBITB

FEE SCHEDULE
Contractor shall bill at the rates and upon the schedules set forth in the two "Statement of Work" documents attached to Exhibit A, and such payment are expressly subject to section 34 of the Agreement, entitled "Retention."
In no event shall the amount billed to City by Contractor for services under this Agreement exceed two hundred seventy-six thousand six hundred forty eight ($276,648.00), subject to budget appropriations.

Page46

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE CITY OF SANTA CLARA,

CALIFORNIA, AND NORTHSTAR UTILITIES SOLUTIONS

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting the Contractor's indemnification of the City, 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
NORTH!STAR"

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.

Page47
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 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 contain 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.

NORTH!STAR'

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

2. Primary and non-contributing (General Liability and Auto Liability policies only).

Each insurance policy provided by Contractor shall contain language or be Page48
endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have.

Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's msurance.

3. Cancellation. The Commercial General Liability policy shall contain language or be endorsed to reflect that, in the event of cancellation, thirty (30) days written notice will be given to City.

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

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

1. 2.

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 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.

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.

Page49

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

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor ( of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, 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. 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 Finance Department
P.O. Box 100085- S2 or 1 Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
Telephone number:

Fax number:

Email address:

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

NORTHISTAR'
Page SO

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE CITY OF SANTA CLARA,

CALIFORNIA, AND NORTHSTAR UTILITIES SOLUTIONS

EXHIBITD

ETHICAL ST AND ARDS FOR CONTRACTORS SEEKING

TO ENTER INTO AN AGREEMENT WITH THE CITY OF

SANTA CLARA, CALIFORNIA
Termination of Agreement for Certain Acts.

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

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

For purposes of this Agreement, the word "Consultant" (whether a person or a legal entity) also refers to "Contractor" and means any the following: an owner or co-owner of a sole proprietorship; a person who controls or who has the power to control a business entity; a general partner of a partnership; a principal in a joint venture; or a primary corporate stockholder [i.e., a person who owns more than ten percent (10%) of the outstanding stock of a corporation] and who is active in the day to day operations of that corporation.

For purposes of this Agreement, the words "convicted" or "conviction" mean a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere within the past five (5) years.

As used herein, "dishonesty" includes, but is not limited to, embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, failure to pay tax obligations, receiving stolen property, collusion or conspiracy.

NORTHISTAR'

Page 51 ends

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

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

1. The City determines that Contractor no longer has the financial capability4 or business experience5 to perform the terms of, or operate under, this Agreement; or,

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

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

The Contractor shall have the opportunity to present evidence, both oral and documentary, and argument.

Contractor becomes insolvent, transfers assets in fraud of creditors, makes an assignment for the benefit of creditors, files a petition under any section or chapter of the federal Bankruptcy Code (11 U.S.C.), as amended, or under any similar law or statute of the United States or any state thereof, is adjudged bankrupt or insolvent in proceedings under such laws, or a receiver or trustee is appointed for all or substantially all of the assets of Contractor.

Loss of personnel deemed essential by the City for the successful performance of the obligations of the Contractor to the City.

NORTH!STAR'

Page 52 ends

AGREEMENT FOR THE PERFORMANCE OF

SERVICES BY AND BETWEEN THE CITY OF SANTA
CLARA, CALIFORNIA, AND NorthStar Utilities Solutions

EXHIBITE

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

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

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

NorthStar Utilities Solutions
An Ontario Corporation
NorthStar Utilities Solutions, a division ofN. Harris Computer Corporation Sign
Nam : Julie Geoffr oy
Title: Commercial Counsel

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

NORTHISTAR'

Page 53 ends

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-143 Agenda Date: 3/19/2024

REPORT TO COUNCIL

SUBJECT
Action on Authorizing the Use of City Electric Forces for a Project Located at 1000 Walsh Avenue

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Section 1310 of the Santa Clara City Charter (Contracts on Public Works) states “that every contract involving an expenditure of more than one thousand dollars ($1,000) for the construction or improvement (excluding maintenance and repair) of public buildings, works, streets, drains, sewers, utilities, parks and playgrounds shall be let to the lowest responsible bidder.” The section further states that “the City Council may declare and determine that, in its opinion, the work in question may be performed better or more economically by the City with its own employees, and after the adoption of a resolution to this effect by at least four affirmative votes, it may proceed to have said work done in the manner stated, without further observance of the provisions of this section.”

DISCUSSION
Staff believes that the work described below is better performed with City forces based upon the following factors: (1) the work is limited in size and scope; (2) City forces have knowledge and training in operating and maintaining the electric system that can be leveraged to more economically perform this work; and (3) bidding out the work and contracting with a private entity would not likely result in a lower overall cost or time savings. Therefore, staff recommends that the City Council declare and determine that City forces can better perform the installation of the following electric facilities and approve the use of City forces.

Estimate Number: 38478
Location: 1000 Walsh Avenue
Type of Service: Load Increase
Description of Work: Installation of a new padmount transformer to provide 480 volt 3-phase electrical power for new electric vehicle fast chargers.

Estimated Cost: $50,075
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to the section 15303 (Class 3 - New Construction or Conversion of Small Structures) of Title 14 of the California Code of Regulations: as City of Santa Clara Printed on 3/15/2024Page 1 of 2
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24-143 Agenda Date: 3/19/2024
the proposed work involves the construction or installation of a limited number of small electric utility facilities.

FISCAL IMPACT
The funds to support the staff time for work performed by SVP and related construction materials for the work detailed in this report are included in the FY 2023/24 Adopted CIP Budget, $50,075 in the New Business Estimate Work project in the Electric Utility Capital Fund. All referenced work will be performed with City Silicon Valley Power staff. Some work associated with encroachment permits may be performed by the Department of Public Works (DPW). DPW costs are recovered through payment of permit fees.

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

RECOMMENDATION

1. Determine the proposed action is exempt from CEQA pursuant to Section 15303 (Class 3 - New Construction or Conversion of Small Structures) of Title 14 of the California Code of Regulations; and

2. Declare and determine in accordance with Section 1310 of the City Charter that the public work located at 1000 Walsh Avenue are better performed by the City with its own employees based on the information set forth in this Report to Council and authorize the performance of this public work consistent with this authorization.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jovan D. Grogan, City Manager
City of Santa Clara Printed on 3/15/2024Page 2 of 2
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-52 Agenda Date: 3/19/2024

REPORT TO COUNCIL

SUBJECT
Action Authorizing the Decommissioning of the Santa Clara Cogen Facility

BACKGROUND
In 1981, the City of Santa Clara’s Electric Department, Silicon Valley Power (SVP), began the operation of the City’s first cogeneration plant (Cogen), a 7-megawatt natural gas power plant located at 524 Robert Street. This plant provided both electricity to SVP customers and steam for a thermal host. Grief (formally California Paperboard), an SVP customer, permanently closed their facility; therefore, there is no longer a need for Cogen’s steam. Without a thermal host, the Cogen facility cannot efficiently operate, and on November 11, 2023, SVP removed Cogen from service.

DISCUSSION
SVP operates within the California Independent System Operator (CAISO) Balancing Authority. The Cogen facility is a registered resource within CAISO and is required to complete the Notice of Generation Unit Retirement Affidavit for generation facility decommissioning. This starts SVP’s retirement process with the CAISO. The CAISO will evaluate or study the change in their system to determine what additional steps SVP will need to undergo in the decommissioning process. In addition to the CAISO Affidavit, the City may need to execute a CAISO Relinquishing Scheduling Coordinator so that the Cogen scheduling coordinator will no longer be responsible for the resource’s participation in the CAISO market.

To decommission Cogen, CAISO, the California Energy Commission (CEC), the Bay Area Air Quality Management District (BAAQMD), and other agencies may also require SVP to execute other documents.

The proposed action does not authorize any work on the Cogen property, such as demolition as SVP staff is currently assessing other potential future generation and/or use options for this site.

ENVIRONMENTAL REVIEW
This 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 California Code of Regulations in that it solely authorizes administrative actions which will not result in direct or indirect physical changes in the environment.

FISCAL IMPACT
There is no fiscal impact to execute the Affidavit.

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

City of Santa Clara Printed on 3/15/2024Page 1 of 2
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24-52 Agenda Date: 3/19/2024

RECOMMENDATION
Authorize the City Manager or designee to take any necessary administrative actions to decommission the Santa Clara Cogen facility, including, the execution of any documents as may be required by the California Independent System Operator (CAISO), the California Energy Commission (CEC), the Bay Area Air Quality Management District (BAAQMD), and other agencies approved as to form by the City Attorney.

REPORT TO COUNCIL

SUBJECT
Accept the 2023 General Plan Annual Progress Report

COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development

BACKGROUND
California State Law requires local jurisdictions, including Santa Clara, to maintain a General Plan to guide the orderly, long-term use of lands within the City through policies and General Plan Land Use designations. The General Plan communicates the City’s long-term vision for future growth and land use and establishes a policy framework to govern decision-making concerning the physical development of the community. The seven major strategies of the General Plan, along with their implementing goals and policies, define and communicate the City’s overarching vision for the community in relation to physical development patterns. The City’s seven major General Plan strategies are:

1. Enhance the City’s High Quality of Life

2. Preserve and Cultivate Neighborhoods

3. Promote Sustainability

4. Enhance City Identity

5. Support Focus Areas and Community Vitality

6. Maintain the City’s Fiscal Health and Quality Services

7. Maximize Health and Safety Benefits
The General Plan further establishes multiple goals and policies to guide decision making to be consistent with the realization of these strategies.

The Housing Element is a required component of the General Plan and, per State law, must demonstrate the City’s ability to support residential development capacity consistent with the City’s Regional Housing Needs Allocation (RHNA).

The City is required to provide three annual reports to the State to demonstrate the City’s progress toward implementation of its General Plan:
· General Plan Annual Progress Report (GP APR)
· General Plan Housing Element Annual Progress Report (Housing Element APR) · Housing Successor Agency Annual Report regarding the Low and Moderate Income Housing Asset Fund (LMIHAF)
The GP APR and Housing Element APR respond to the obligations of the 6 th cycle RHNA, which was
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adopted by the City Council on January 31, 2023 and subsequently re-adopted on June 27, 2023 in response to comments from the California Department of Housing and Community Development (HCD).

These reports are due on April 1
st of each calendar year and the Housing Element APR and LMIHAF must be submitted to HCD using the forms and definitions adopted by HCD. These two documents must also be posted on the City’s website.

Historically the City has submitted three reports to the State on an annual basis, in conformance with these requirements. Staff is preparing all three documents to submit to the State prior to April 1, 2024.

Beginning in 2020, the State further mandated that all cities, including Charter cities such as Santa Clara, and all 58 counties, submit the GP APR to their legislative body as well as to the Governor’s Office of Planning and Research (OPR) (Government Code Section 65400). This report is being submitted to the City Council to fulfill this requirement.

DISCUSSION
Annual Progress Reports (APRs) provide local legislative bodies with information regarding the implementation of the General Plan for their city or county. The Annual Progress Report is strictly a reporting document and does not create or modify any City of Santa Clara goals or policies found within the General Plan. APRs must be presented to the local legislative body for review and acceptance. Once approved, the General Plan APR must be filed with the Governor’s OPR and the Housing Successor Agency Annual Report must be posted on the City’s Website.

This report includes four attachments documenting the City’s implementation of the General Plan over the last calendar year. As described in these documents, the City’s General Plan is consistent with State law, and has been successful in creating market-rate housing, especially in the City’s General Plan Focus Areas.

Attachment 1 is a fact sheet that includes relevant milestones for the General Plan. A summary of the Housing Element APR, including housing production numbers for the year and Housing Element implementation actions, is included as Attachment 2. In 2023, a total of 2,667 units were issued Planning entitlements, with building permits for 916 units issued. A total of 241 units were issued certificates of occupancy in 2023.

The Housing Successor Annual Report regarding the LMIHAF has been prepared pursuant to California Health and Safety Code Section 34176.1(f). The report sets forth details of the City of Santa Clara Housing Successor activities in Fiscal Year 2022-2023 and is included for reference as Attachment 3.

A list of all General Plan Amendments filed since the adoption of the 2010-2035 General Plan is included as Attachment 4. Five amendments were adopted to the General Plan in 2023, (1) the Housing Element Update adoption, and (2) the Housing Element re-adoption following comments from the State Department of Housing and Community Development; (3) a General Plan Amendment for 2655 The Alameda, from Neighborhood Commercial to Very High Density Residential; (4) a General Plan Amendment for the Downtown Precise Plan from Community Mixed Use and Medium Density Residential to Downtown; and (5) the adoption of General Plan text amendments in City of Santa Clara Printed on 3/15/2024Page 2 of 3
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24-193 Agenda Date: 3/19/2024
combination with the adoption of the City’s Zoning Code Update.

ENVIRONMENTAL REVIEW
The action being considered is simply to accept an annual report on the City’s General Plan and as such 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 administrative activity that will not result in direct or indirect changes in the environment.

FISCAL IMPACT
This report has no fiscal impact in that it simply reports housing production for the prior calendar year and gives the Council a report on the status of the implementation and upkeep of the General Plan.

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.

RECOMMENDATION
Accept the General Plan Annual Progress Report as presented by staff.

Reviewed by: Reena Brilliot, Acting Director of Community Development Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. Santa Clara General Plan 2010-2035 Fact Sheet

2. 2023 Housing Element Annual Progress Report Summary Data

3. FY 2022-2023 Successor Agency Annual Report

4. Amendments to the General Plan, 2010-Present
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General Plan 2010-2035 Fact Sheet

Adoption Date of General Plan: November 6, 2010

Adoption Date of Housing Element: January 31, 2023; re-adopted June 27, 2023 following HCD comments

Consistency with the Office of Planning and Research General Plan Guidelines:

General Plan Amendments adopted in 2023
Housing Element Update – Adopted January 31, 2023
Housing Element Update re-do – Adopted June 27, 2023
2655 The Alameda Mixed-Use – Adopted August 29, 2023
Zoning Code Update General Plan Text Amendments – Adopted December 19, 2023

Priorities for land use decision making that have been established by the local legislative body (e.g., passage of moratoria or emergency ordinances): Ordinance 2018, imposing a ban on all commercial cannabis activities, adopted May 12, 2020.

Advance Planning Activities initiated in 2023:
- El Camino Real Specific Plan re-do
- Santa Clara Station Area Specific Plan

Advance Planning 2023 milestones:
- Adoption of the Zoning Code Update
- Adoption of the Downtown Precise Plan

Ongoing Advance Planning Activities:
- El Camino Specific Plan
- Santa Clara Station Area Plan
- Zoning Code Map Adoption

City of
Santa Clara
The Center of What's Possible
Jurisdiction Santa Clara
Reporting Year 2023
Housing Element Planning Period 6th Cycle
Current Year
Deed Restricted 43
Non-Deed
Restricted 0
Deed Restricted 177
Non-Deed
Restricted 0
Deed Restricted 42
Non-Deed
Restricted 2
652
916
Units by Structure Type Entitled Permitted Completed
Single-family Attached 0 0 0
Single-family Detached 6 15 5
2 to 4 units per structure 0 0 0
5+ units per structure 2631 846 178
Accessory Dwelling Unit 30 55 58
Mobile/Manufactured Home 0 0 0
Total 2667 916 241
Infill Housing Developments and Infill Units Permitted # of Projects Units 79 916
0 0
87 375
84 0
0 0
(Jan. 1 - Dec. 31)
01/31/2023 - 01/31/2031
Number of SB 35 Streamlining Applications Approved
Very Low
Low
Moderate
Total Housing Applications Submitted:

Number of Proposed Units in All Applications Received:

Total Housing Units Approved:

Total Housing Units Disapproved:

Total Units
Housing Applications Summary
Use of SB 35 Streamlining Provisions - Applications
Note: Units serving extremely low-income households are included in the very low-income permitted units totals Number of SB 35 Streamlining Applications
Above Moderate
Indicated as Infill
Not Indicated as Infill
Building Permits Issued by Affordability Summary
Income Level
Income Rental Ownership Total
Very Low 0 0 0
Low 0 0 0
Moderate 0 0 0
Above Moderate 0 0 0
Total 0 0 0
Streamlining Provisions Used - Permitted Units # of Projects Units SB 9 (2021) - Duplex in SF Zone 0 0
SB 9 (2021) - Residential Lot Split 0 0
AB 2011 (2022) 0 0
SB 6 (2022) 0 0
SB 35 (2017) 0 0
Ministerial and Discretionary Applications # of Applications Units Ministerial 0 0
Discretionary 0 0
Density Bonus Applications and Units Permitted
Number of Applications Submitted Requesting a Density Bonus 0 Number of Units in Applications Submitted Requesting a Density Bonus 0 Number of Projects Permitted with a Density Bonus 1
Number of Units in Projects Permitted with a Density Bonus 200 Housing Element Programs Implemented and Sites Rezoned Count 32 0
Programs Implemented
Sites Rezoned to Accommodate the RHNA
Units Constructed - SB 35 Streamlining Permits
Jurisdiction Santa Clara
Reporting Year 2023 (Jan. 1 - Dec. 31)
1 2 3 4
Name of Program Objective Timeframe in H.E Status of Program Implementation Action 1: Provision of a
Variety of Housing Types
a, Adopt the comprehensive Zoning
Ordinance update with revised provisions
to allow a variety of housing types through
a by-right approval process,
including:Single-room occupancy units
(SROs);
Employee housing;
Emergency shelters;
Low barrier navigation centers;
Permanent supportive housing; and
Residential care facilities.

Dec-23 Status: Zoning Code Update adopted December 19, 2023 Action 1: Provision of a
Variety of Housing Types
b. Acknowledge group homes (residential
care facilities) for 7 or more residents and
separately enumerate residential care
facility uses with 6 or fewer residents.

Residential Care Facilities with 6 or fewer
residents will be permitted in all residential
zones similar to other residential uses of
the same type in the same zone.

Dec-23 Status: Zoning Code Update adopted December 19, 2023 Action 1: Provision of a
Variety of Housing Types
d. As a part of the Zoning Ordinance
Update, incorporate changes to state
Accessory Dwelling Unit (ADU) law and
incentivize the creation of ADUs by
removing parking requirements and
providing more flexible height standards.

Dec-24 Status: Zoning Code Update adopted December 19, 2023 Action 1: Provision of a
Variety of Housing Types
h. By 2030 increase the stock of:

1. Extremely low and very low income
rental housing designed for persons with
developmental disabilities by 35% from 56
in 2023 to 76.

Jan-30 Completed lease up for Monroe Commons (16 units set aside for developmentally disabled persons).

Action 1: Provision of a
Variety of Housing Types
h. By 2030 increase the stock of: 3.

Income restricted three and four bedroom
affordable rental housing units to serve
large households in Santa Clara by 20%
from 107 units in 2023 to 129 units.

Jan-30 Committted funds to Benton Lawrence Interim Housing (30 family units) and funded TBRA and the Homlessness Prevention System
Action 1: Provision of a
Variety of Housing Types
k. Explore regional and state funding
sources to build more housing
opportunities for persons with disabilities
and for extremely low-income households.
(2023 - Exploring use of HOME ARP funds)
Ongoing
Action 2. Affordable Housing
Ordinance
c. Conduct in-person outreach once per
year in low and moderate resource areas of
the City to educate residents on how to use
local and regional housing lottery systems
and fair housing resources.

Ongoing Hosted housing search workshop for seniors at the Senior Center on 6/29/23 Action 3: Affordable Housing
Incentives and Facilitation
a. By June 2023, create and post an SB 35
checklist and written procedures for
processing SB 35 applications.

Jun-23
Checklist/Procedures posted June 2023
Action 3: Affordable Housing
Incentives and Facilitation
As a part of the Zoning Ordinance Update,
reduce residential parking requirements
outside of transit-rich environments by
reducing the amount of parking required for
studio and one-bedroom apartments in
multi-family zones.

Dec-23 Status: Zoning Code Update adopted December 19, 2023, including reduced parking rates for multi-family citywide.

Action 3: Affordable Housing
Incentives and Facilitation
e. Encourage and assist in efforts to
combine public and private funds in joint
housing ventures that maximize
affordability.
ongoing The city entered into a public-private partnership with USA Properties on Mainline North, resulting in 151 affordable units. (12/6/2022)

ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.

Table D
Program Implementation Status pursuant to GC Section 65583 Action 3: Affordable Housing
Incentives and Facilitation
f. As appropriate, support and/or partner
with housing developers in the application
for affordable housing funding, such as
providing technical data, assistance in
identifying available and appropriate sites.
ongoing Explored Affordable Housing and Sustainable Communities funding with Charities Housing for the project at 1601 Civic Center Drive.

Action 3: Affordable Housing
Incentives and Facilitation
g. To expedite review and processing of
100% affordable housing projects, meet
with affordable housing applicants to
coordinate regularly on timing of tax credit
and other public and/or private funding
applications.
ongoing The City is supporting several projects working to meet their funding dealines including Clara Gardens, 80 Saratoga Avenue, and 1601 Civic Center Drive.

Action 3: Affordable Housing
Incentives and Facilitation
i. Utilize CDBG , HOME or other local funds
in conjunction with other cities’ funds to
construct or rehabilitate shelters, public
service facilities, and to provide housing
services at least once during the Housing
Element cycle.
ongoing A project for the rehab of the elevator at the Bill Wilson Center is in predevelpoment stages.Action 3: Affordable Housing
Incentives and Facilitation
j. Review best practices once per year with
regional working groups to identify
appropriate incentives and policies to
support affordable housing development in
the City including fee deferral, reduction, or
waivers.
ongoing The City is meeting regularly with Community Planning Collaborative and County CDBG coordinators.

Action 4: Maintenance of
Housing Stock
a. By the end of 2024, conduct outreach to
single-family home residential care facilities
that serve protected classes including
persons with disabilities to determine
interest in and the feasibility of including
these properties in future CDBG/HOME
Notices of Funding Availability to address
rehabilitation and emergency repairs in
these facilities. (This objective responds to
feedback from Life Services Alternatives)
Dec-24 Over the past year, the City has met with Life Services Alternatives, which operates homes for developmentally disabled persons.

Action 4: Maintenance of
Housing Stock
c. Assist approximately 200 low, very low,
and extremely low- income homeowners
with rehabilitation, installation of
accessibility improvements, and
emergency repair assistance through loans
and grants from the Neighborhood
Conservation and Improvement Program
(NCIP) loans and grants during the
Housing Element planning period.
ongoing The city/parnters completed 11 small project grants and 2 major home repair loans through the NCIP loan program.

Action 4: Maintenance of
Housing Stock
e. Through the CDBG program, to address
rising average temperatures, promote
NOFA process for installation of HVAC
improvements for sensitive populations,
including seniors in multifamily housing.
(This response to feedback from seniors
that live in apartments that do not have air
conditioning).
ongoing
The next NOFA will occur in early 2025. The City is currently funding a project for a panel upgrade at Riverwood Grove (2150 Tasman Drive), which will facilitate other improvments such as new HVAC.

Action 5: Preservation of
Assisted Rental Housing &
NOAH
b. Continue to monitor and analyze
inventory of income restricted
projects/units that may be at-risk of losing
affordability controls and maintain contact
every four years with the property owners
regarding long-term plans for their projects.
ongoing The City monitors restrictions and performs compliance monitoring annually.

Action 6: Acquisition of Multi-
Family Housing
c. Explore funding sources available at the
regional, state, and federal levels to
support affordable housing developers with
acquisition/rehabilitation opportunities.
ongoing The City meets regularly with CDBG coordinators group to review new funding sources.

Action 7: Code Enforcement
Program
b. Proactively and systematically respond
to housing code violations.
ongoing In 2023 City Code Enforcement had 822 requests for service, with 815 responses logged.

Action 7: Code Enforcement
Program
c. Provide special attention to maintaining
the stability of residential neighborhoods
through development and enforcement of
minimum standards of allowed use of the
City’s streets, as well as maintenance of
front and other yard areas visible from the
public right-of-way.
ongoing
As a part of the Zoning Code Update, adopted in 2023, the City added additional language regarding prohibited uses in the required front and side setbacks of all parcels including household property, inoperable vehicles, unattended inflatble simming pools, beer pong tables, and shipping containers.

Action 8: Neighborhood
Relations Programs
b. Improve the maintenance of student-
occupied homes and behavior of the
occupants via owner outreach at the
beginning of each school year to minimize
impacts on neighborhoods surrounding
SCU.
ongoing
The City holds monthly coordination meetings with SCU, the Police Department, and Code Enforcement to address issues in a timely way. The City also holds a yearly walkabout at the beginning of the school year to educate students on city regulations.

Action 8: Neighborhood
Relations Programs
c. Enhance code enforcement with weekly
patrols in coordination with special police
patrols, as needed, to address problems in
the SCU area.
ongoing The City has a dedicated code enforcement officer for the SCU neighborhood, who makes weekly patrols around the university.

Action 8: Neighborhood
Relations Programs
d. Continue to hold meetings three times
per year with students, tenants, landlords,
SCU, residents, and the City to allow
opportunities for stakeholders to discuss
neighborhood issues and concerns.

Ongoing The City continues to hold and coordinate NURC meetings three times a year, which act as a forum for students, tenants and landlords near the SCU campus.

Action 9. Zoning Ordinance
Complete the comprehensive update to the
Zoning Ordinance
19-Dec Adopted by the City Council, December 19, 2023
Action 12: Affordable
Housing Funding
Evaluate Notices of Funding Availability
(NOFAs) from State, federal, and regional
programs and pursue funding applications
as appropriate.

Ongoing Explored Affordable Housing and Sustainable Communities (AHSC) funding with Charities Housing for the 1601 Civic Center Drive project.

Action 13: Residential
Displacement
d. Continue to fund at least one tenant and
landlord resources and dispute resolution
service contract annually.

Ongoing The City continues to fund Project Sentinel, a dispute resolution service.

Action 14: Housing Choice
Voucher Program
d. Continue to refer households in need to
the Housing Authority’s Housing Choice
Voucher Application Portal.

Ongoing Referrals are made as they come in.

Action 15: Homeownership
for First-Time Buyers
b, c, and d. Continue to promote
homeownership for first time buyers
through units that are income restricted
and marketed under the City’s inclusionary
ordinance. The City will share resources in
at least two in-person events per year and
will coordinate at least one social media
campaign per year focused on first time
homeownership resources. Encourage
program participation for all levels of
household income that meet eligibility
criteria.

Ongoing The City continues to promote opportunities for first-time homebuyers.

Action 16: Fair Housing
Program
e, f, and g. Work with Project Sentinel and
other nonprofit organizations to improve
the City’s webpage to include more
landlord/tenant rights resources. Partner
with nonprofit organizations and hold in-
person open house events and meetings at
least twice per year to distribute fair
housing information. Refer disputes
between property owners to the County
Human Relations Commission’s Dispute
Officer within five (5) business days of the
City being informed of the dispute.
ongoing
The City continues to fund Project Sentinel, a dispute resolution service, and continues to refer disputes between property owners to the County Human Relations Commission’s Dispute Officer within five (5) business days.

Action 17: Homeless
Services
e. Target services to vulnerable
populations, including at-risk youth,
seniors, and persons with disabilities and
unhoused families with children.
ongoing
The City is currently providing mobile shower and laundry service weekly. Tenant- based Rental Assistance (TBRA) is focused on families with kids at risk of homelessness. The City is also helping fund family counseling and therapy at the Bill Wilson Center.

Action 18: Shared Housing
b. Explore ways to improve City staff
capacity to help seniors and other special
needs groups navigate the housing market
and to access subsidized housing.
ongoing The City has developed a special housing search info packet for seniors.

Action 20: Water and Sewer
Affordable Housing Service
Provisions
a. Within six months of certification of the
Housing Element, adopt procedures to
grant priority for water and sewer service to
developments with units affordable to lower-
income households, per Government
Code, § 65589.

Within 6 months of
certification Procedures adopted September 2023

Prepared by Housing & Community Services Division
1500 Warburton Avenue Santa Clara, CA 95050
(408) 615-2490 [email protected]

HOUSING SUCCESSOR

ANNUAL REPORT

REGARDING THE LOW- AND MODERATE-INCOME HOUSING ASSET
FUND FOR FISCAL YEAR 2022-23

PURSUANT TO CALIFORNIA HEALTH AND SAFETY CODE
SECTION 34176.1(f)

FOR THE CITY OF SANTA CLARA

Submission Date: March 31, 2024

City of
Santa Clara
The Center of What 's Possible

Santa Clara Housing Successor Page 1

HOUSING SUCCESSOR ANNUAL REPORT

REGARDING THE

LOW- AND MODERATE-INCOME HOUSING ASSET FUND
FOR FISCAL YEAR 2022-23 PURSUANT TO
CALIFORNIA HEALTH AND SAFETY CODE SECTION 34176.1(f)

FOR THE CITY OF SANTA CLARA

The Housing Successor Annual Report (Report) regarding the Low- and Moderate-Income Housing Asset Fund (LMIHAF) has been prepared pursuant to California Health and Safety Code Section 34176.1(f) and describes the current status of the LMIHAF as of June 30, 2023. The Report further provides certain details regarding the City of Santa Clara, as Housing Successor (“Housing Successor” or “City”), and its activities during Fiscal Year 2022-23 (Fiscal Year). The purpose of this Report is to provide the governing body of the Housing Successor, the Santa Clara City Council, an annual report on the housing assets and activities of the Housing Successor under Part 1.85, Division 24 of the California Health and Safety Code, in particular sections 34176 and 34176.1 (Dissolution Law).

The following Report is based upon information prepared by staff and information contained within the financial records of the Low- and Moderate-Income Housing Asset Fund 169 for Fiscal Year 2022-23. The Report conforms with and is organized into Sections I through XI, inclusive, pursuant to Section 34176.1(f) of the Dissolution Law:

I. Amount Deposited into LMIHAF: This section provides the total amount of funds deposited into the LMIHAF during the Fiscal Year. Any amounts deposited for items listed on the Recognized Obligation Payment Schedule (ROPS) must be distinguished from the other amounts deposited. This section also includes a reporting on the amount the Housing Successor received pursuant to Health and Safety Code Section 34191.4(b)(3)(A) for sponsoring community loan repayments.

II. Ending Balance of LMIHAF: This section provides a statement of the balance in the LMIHAF as of the close of the Fiscal Year. Any amounts deposited for items listed on the ROPS must be distinguished from the other amounts deposited.

III. Description of Expenditures from LMIHAF: This section provides a description of the expenditures made from the LMIHAF during the Fiscal Year. The expenditures are to be categorized.

IV. Statutory Value Of Assets Owned By Housing Successor In LMIHAF: Under the Dissolution Law, and for purposes of this Report, the “statutory value of real property” means the value of properties formerly held by the former redevelopment agency, as listed on the housing asset transfer schedule approved by the Department of Finance, as listed in such schedule under Section 34176(a)(2), the value of the properties transferred to the Housing Successor pursuant to Section 34181(f), and the purchase price of property(ies) purchased by the Housing Successor. Further, the value of loans and grants receivable is included in these reported assets held in the LMIHAF.

City of
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The Center of What's Possible

Santa Clara Housing Successor Page 2
V. Description of Transfers: This section describes transfers, if any, to another housing successor agency made in previous Fiscal Year(s), including whether the funds are unencumbered and the status of projects, if any, for which the transferred LMIHAF will be used.

The sole purpose of the transfers must be for the development of transit priority projects, permanent supportive housing, housing for agricultural employees or special needs housing.

VI. Project Descriptions: This section describes any project for which the Housing Successor receives or holds property tax revenue pursuant to the ROPS and the status of that project.

VII. Status of Compliance with Section 34176.1: This section provides a status update on compliance with Section 34176.1 (amending the dates to initiate activities consistent with development of affordable housing under Section 33334.16). For interests in real property acquired on or after February 1, 2012, this section provides a status update on the project.

VIII. Description of Outstanding Obligations under Section 33413: This section describes the outstanding inclusionary and replacement housing obligations, if any, under Section 33413 that remained outstanding prior to dissolution of the former redevelopment agency as of February 1, 2012, along with the Housing Successor’s progress in meeting those prior obligations of the former redevelopment agency and how the Housing Successor plans to meet any unmet obligations.

IX. Income Test: This section provides the information required by Section 34176.1(a)(3)(B), or a description of expenditures by income restriction for five-year period, with the time period beginning January 1, 2014 and whether the statutory thresholds have been met. However, reporting of the Income Test was reported in 2019 and will be reported again in 2024 (FY2022- 23 Report).

X. Senior Housing Test: This section provides the percentage of units of deed-restricted rental housing restricted to seniors and assisted individually or jointly by the Housing Successor, its former redevelopment agency, and its host jurisdiction within the previous 10 years in relation to the aggregate number of units of deed-restricted rental housing assisted individually or jointly by the Housing Successor, its former redevelopment agency and its host jurisdiction within the same time period. For this Report the ten-year period is July 1, 2013- June 30, 2023.

XI. Excess Surplus Test: This section provides the amount of excess surplus in the LMIHAF, if any, the length of time that the Housing Successor has had excess surplus, and the Housing Successor’s plan for eliminating the excess surplus.

XII. Inventory of Assisted Homeownership Units: An inventory of homeownership units assisted by the former redevelopment agency or the housing successor that are subject to covenants or restrictions or to an adopted program that protects the former redevelopment agency's investment of moneys from the Low and Moderate Income Housing Fund pursuant to subdivision (f) of Section 33334.3.

This Report is to be provided to the California Department of Housing and Community Development by April 1, 2024. In addition, this Report and the former redevelopment agency’s pre- dissolution Implementation Plans are to be made available to the public on the City’s website, www.santaclaraca.gov.

City of
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The Center of What's Possible

Santa Clara Housing Successor Page 3
I. AMOUNT DEPOSITED INTO LMIHAF (INCLUSIVE OF DEPOSITS MADE PURSUANT TO SECTION 34191.4(B)(3)(A))

Source Amount
First Time Homebuyer Loan Repayment (Principal & Interest) $136,612 Housing Rehab Loans-NCIP (Principal & Interest) $0
AH Development Loans Repayment (Principal & Interest) $989,410 Use of Money & Assets (Interest, Rent, Misc. Other Revenue) $77,941 20% Set Aside on Sponsoring Community Loan Repayments
Pursuant to Safety Code Section 34191.4(b)(3)(A) -
Developer Fees $0
Land Sale Proceeds $0
Total from all sources deposited in Fiscal Year $1,203,963

A total of $1,203,963 was deposited into the LMIHAF during the Fiscal Year. Of the total funds deposited into the LMIHAF, a total of $0 was held for items listed on the ROPS. The City did not receive any loan repayments under Section 34191.4(b)(3)(A) from the Successor Agency for funds borrowed from the City by the former redevelopment agency. Because no payments were made, no deposits were required to be made into the City’s LMIHAF that were associated with sponsoring community loan repayments under Health and Safety Code Section 34191.4(b)(3)(A).

II. ENDING BALANCE OF LMIHAF

Balance of LMIHAF as of 6/30/23
Subject Balance
Previous balance + Current Deposits - Expenditures $3,794,851

At the close of the Fiscal Year, the ending balance in the LMIHAF was $3,794,851 of which $0 is held for items listed on the ROPS.

III. DESCRIPTION OF EXPENDITURES FROM LMIHAF

Subject Amount
Monitoring & Administration $359,859
Homeless Prevention and Rapid Rehousing Services
Expenditures $250,000
Housing Development Expenditures for pre-development
expenses $5,000,000
Total Expenditures $5,609,859

City of
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The Center of What's Possible

Santa Clara Housing Successor Page 4
The primary expenditures from the LMIHAF was for Housing Development in the amount of $5,000,000 to support the construction of a 100% affordable residential development at 3311 Kifer Road (formerly 2904 Corvin Drive). The project, Calabazas Apartments, contains 145 units consisting of 80 units for formerly chronically homeless residents with income levels at or below 30% of Area Median Income (AMI), 64 units for residents with income levels at or below 60% AMI, and 1 unrestricted two-bedroom manager’s unit. The project started leasing up in June 2021 and reached full occupancy at the end of 2022.

The other expenditures from the LMIHAF were for the Homeless Prevention, Case Management services for the Tenant Based Rental Assistance (TBRA) program, and Rapid Rehousing Services and expenditures and administrative costs associated with monitoring the portfolio’s long-term affordability restrictions.

The City entered into three separate agreements with program service providers totaling $250,000 from LMIHAF funds. The TBRA program was administered by two service providers:

Abode Services and Bill Wilson Center. The City allocated LMIHAF funds in the amount of $140,000 to between Abode Services and Bill Wilson Center to provide case management services and general program administration services for the TBRA program. Federal Home Investment Partnerships Act (HOME) funds in the amount of $778,379 were allocated for subsidies and deposits, and $160,697 from City Affordable Housing funds were allocated to supplement the LMIHAF funds. The TBRA program provides housing and case management services to individual and families who are homeless or at risk of homelessness. The third agreement is with the County of Santa Clara to provide intensive case management and other supportive services for homeless individuals in order to obtain and maintain permanent housing. The agreement is for $110,000 from LMIHAF funds.

The City Council approved two amendments to the Agreement for Services with HouseKeys Inc. for administration of the City’s Affordable Rental Program to continue to strengthen the City’s ability to administer and maintain its affordable rental program. The Amendment No. 3 was approved on May 24, 2022 had a total compensation with a not-to-exceed amount of $332,000 for a two-year period ($156,000 for program administration and an additional $10,000 for special projects). Forty five percent (45%) of the agreement will be funded by the LMIHAF funds.

IV. STATUTORY VALUE OF ASSETS OWNED BY HOUSING SUCCESSOR IN LMIHAF

Under the Dissolution Law and for purposes of this Report, the “statutory value of real property” means the value of properties formerly held by the former redevelopment agency as listed on the housing asset transfer schedule approved by the Department of Finance as listed in such schedule under Section 34176(a)(2), the value of the properties transferred to the Housing Successor pursuant to Section 34181(f), and the purchase price of property(ies) purchased by the Housing Successor. Further, the value of loans and grants receivable is included in these reported assets held in the LMIHAF.

The following provides the statutory value of assets owned by the Housing Successor.

Asset Category - Loans # of Loans Statutory Value
First Time Home Buyers 21 $907,116
Housing Rehab- NCIP 2 $93,324
Development Loans 32 $101,752,721
City of
Santa Clara
The Center of What's Possible

Santa Clara Housing Successor Page 5
Total Loan Balances $102,753,161

Asset Category - Land Statutory Value
Land Held for Development
2330 Monroe St & San Tomas Expressway $5,400,270
3575 De La Cruz Boulevard $1,703,500
Land Developed with Affordable Housing
Presidio El Camino Affordable Housing $2,694,997
Charities Housing $1,479,897
76 N Winchester Boulevard (formerly 90 N Winchester Blvd) $7,596* Total Land Balances $11,286,260

Total Statutory Value of Assets Owned by Housing
Successor $114,039,421
*The affordable senior housing project land (APN 303-17-054) has a cost of $7,596.

V. DESCRIPTION OF TRANSFERS

The Housing Successor did not make any LMIHAF transfers to other Housing Successor(s) under Section 34176.1(c)(2) during the Fiscal Year.

No previous projects required LMIHAF transfers during the fiscal year.

VI. PROJECT DESCRIPTIONS

This section describes any project for which the Housing Successor receives or holds property tax revenue pursuant to the ROPS and the status of that project.

The Housing Successor does not receive or hold property tax revenue pursuant to the ROPS.

VII. STATUS OF COMPLIANCE WITH SECTION 34176.1

Section 34176.1 provides that the deadlines in Section 33334.16 do not apply to interests in real property acquired by the Housing Successor on or after February 1, 2012; however, this Report presents a status update on the project related to such real property.

With respect to interests in real property acquired by the former redevelopment agency prior to February 1, 2012, the time periods described in Section 33334.16 shall be deemed to have commenced on the date that the Department of Finance approved the property as a housing asset in the LMIHAF; thus, as to real property ac quired by the former redevelopment agency now held by the Housing Successor in the LMIHAF, the Housing Successor must initiate activities consistent with the development of the real property for the purpose for which it was acquired within five years of the date the DOF approved such property as a housing asset.

The following provides a status update on the project(s) for property or properties that have been acquired by the Housing Successor using LMIHAF on or after February 1, 2012:

City of
Santa Clara
The Center of What's Possible

Santa Clara Housing Successor Page 6
Address
Date of Transfer
approval from
DOF
Deadline to
initiate activity Current Status
2330 Monroe St &
San Tomas Expressway 7/16/2013 7/16/2018
Executed DDA, Approved
Entitlements, and
Encumbered Funds
(Construction Complete,
C of O October 2023)
3575 De La Cruz Boulevard 7/16/2013 7/16/2018
Awarded and
Executed ENA (ENA
Extended to December
2023)
76 N. Winchester Boulevard
(Formerly 90 N. Winchester
Boulevard)
7/16/2013 7/16/2018
Executed DDA, Approved
Entitlements, and
Encumbered Funds
(Construction Complete,
C of O June 2023)

2330 Monroe Street:

On December 7, 2017, the Housing and Community Services Division held a Community Engagement Meeting at City Hall to discuss plans for the future development of the City-owned site at 2330 Monroe Street. The RFP was issued on March 2018 and on November 11, 2018, Santa Clara’s City Council authorized the City Manager to execute an Exclusive Negotiation Agreement (ENA) with Freebird Development Company for the development of 2330 Monroe Street. On January 28, 2020, Santa Clara’s City Council approved all land use entitlements for the project and adopted a resolution approving and authorizing the City Manager to negotiate and execute a Disposition and Development Agreement (DDA) with Freebird Development LLC and further authorizing the City Manager to execute all other agreements (including a Ground Lease, Loan Agreements, Deeds of Trust, Promissory Notes, and Affordable Housing Agreement).

Freebird Development Company applied for tax-exempt bonds and tax credits in December 2020 but was not awarded in that round. In December 2021, Freebird’s application for tax-exempt bonds and tax credits was successful and the project closed financing in April 2022. The project completed construction and received its certificate of occupancy October 18, 2023.

3575 De La Cruz Boulevard:

On January 29, 2018, the Housing and Community Services Division held a Community Engagement Meeting at the Northside Library to discuss plans for the future development of the City-owned site at 3575 De La Cruz Boulevard. The RFP was issued in June 2018 and on April 9, 2019, Santa Clara’s City Council approved an ENA with Habitat for Humanity Company for the development of 3575 De La Cruz Boulevard. The ENA provided an initial negotiating period of 18 months, commencing on the date of the Agreement was fully executed, which could be extended for two additional periods of six months each by the City Manager upon presentation of a written request from the Developer together with a schedule of tasks to be accomplished during the additional period. Both six-month extensions were authorized by the City Manager. As allowed under the ENA, the City Manager granted two six-month extensions for the ENA on December 14, 2020 and the second on July 12, 2021. Since that time, four additional extensions were signed extending the ENA until December 30, 2023 to allow Habitat for Humanity additional time to prepare a Disposition and Development Agreement (DDA) for Council consideration.

City of
Santa Clara
The Center of What's Possible

Santa Clara Housing Successor Page 7

76 N. Winchester Boulevard (formerly 90 North Winchester Boulevard):

On February 27, 2015, the Housing Successor issued a Request for Proposals for 90 North Winchester Boulevard (referred to as the "BAREC Site") for the development of affordable senior housing. On January 29, 2019, Santa Clara’s City Council approved all land use entitlements for the project and adopted a resolution approving and authorizing the City Manager to negotiate and execute a DDA with Core Affordable Housing LLC for the development of the Agrihood Project located at 90 North Winchester Boulevard/ 1834 Worthington Circle and further authorizing the City Manager to execute all other agreements (including a Ground Lease, Loan Agreements, Deeds of Trust, Promissory Notes, and Affordable Housing Agreement). The Core Companies announced in September 2020 that the Agrihood Project has been awarded $50,000,000 in tax- exempt bonds by the California Debt Limit Allocation Committee (CDLAC). The project closed financing in June 2021 and received its certificate of occupancy in June 30, 2023.

VIII. DESCRIPTION OF OUTSTANDING OBLIGATIONS PURSUANT TO SECTION 33413

Replacement Housing: According to the FY2009/10 - FY2015/16 Implementation Plan for the former redevelopment agency, no Section 33413(a) replacement housing obligations were transferred to the Housing Successor. The former redevelopment agency’s Implementation Plans are posted on the City’s website at www.santaclaraca.gov

There are no existing replacement housing obligations.

Inclusionary/Production Housing: According to the FY2009/10 - FY2015/16 Implementation Plan for the former redevelopment agency, no Section 33413(b) inclusionary/production housing obligations were transferred to the Housing Successor. The former redevelopment agency’s Implementation Plans are posted on the City’s website at www.santaclaraca.gov

There are no existing inclusionary production obligations.

IX. EXTREMELY-LOW INCOME TEST

Section 34176.1(a)(3)(B) requires that the Housing Successor must require at least 30% of the LMIHAF be expended for development of rental housing affordable to and occupied by households earning 30% or less of the AMI. If the Housing Successor fails to comply with the Extremely-Low Income requirement in any five-year report, then the Housing Successor must ensure that at least 50% of the funds remaining in the LMIHAF be expended in each fiscal year following the latest fiscal year following the report on households earning 30% or less of the AMI until the Housing Successor demonstrates compliance with the Extremely-Low Income requirement.

In addition to utilizing LMIHAF funds for administration and monitoring of housing units subject to Affordable Housing Agreements of the former Agency, the Housing Successor has funded three new projects that require compliance with the requirements of Section 34176.1(a)(3)(B).

City of
Santa Clara
The Center of What's Possible

Santa Clara Housing Successor Page 8
Since the last report in 2019, the Housing Successor has utilized $25,700,000 from the LMIHAF for the development of three affordable rental housing projects. Within this expenditure, 40% of the funds were allocated for the development of housing affordable to households earning 30% or less of Area Median Income (AMI), 36.27% for the development of housing affordable to households earning 60% or less of AMI, and 21.67% for the development of housing affordable to households earning between 60% and 80% of AMI. The Housing Successor has met its extremely low-income test for this reporting period.

Income Test Total
Units ELI-30% VLI-50% LI-60% LI-80% Med-
100% Mgr
Allied 2904 Corvin
(3311 Kifer Rd) $5,000,000 145 80 50 14 1
Agrihood (90 North
Winchester Blvd) $15,700,000 165 54 54 55 2
Freebird (2330
Monroe Street) $5,000,000 65 16 32 8 8 0 1
Total $25,700,000 375 150 136 77 8 0 4
Total ELI (30%AMI) units 40.00%
Total VLI (Below 60%AMI) units 36.27%
Total LI (60%-80%AMI) unit 22.67%
X. SENIOR HOUSING TEST

The Housing Successor is to calculate the perc entage of units of deed-restricted rental housing restricted to seniors and assisted by the Hous ing Successor, the former redevelopment agency and/or the City within the previous 10 years in relation to the aggregate number of units of deed- restricted rental housing assisted by the Housing Successor, the former redevelopment agency and/or City within the same period. If this percentage exceeds 50%, then the Housing Successor cannot expend future funds in the LMIHAF to assist additional senior housing units until the Housing Successor or City assists and construction has commenced on a number of restricted rental units that is equal to 50% of the total amount of deed-restricted rental units.

The following provides the Housing Successor’s Senior Housing Test for the 10-year period of 7/1/2013-6/30/2023. The aggregate number of units of deed-restricted rental housing restricted to seniors and assisted individually or jointly by the housing successor, its former redevelopment agency, and its host jurisdiction within the previous 10 years did not exceed 50 percent of the aggregate number of units of deed-restricted rental housing assisted individually or jointly by the housing successor, its former redevelopment agency, and its host jurisdiction within the same time period. Therefore, the restrictions under Section 34176.1(b) do not apply.

Senior Housing Test 10 Year Test
July 1, 2013 - June 30, 2023
# of Assisted Senior Rental Units by Former RDA 0
# of Assisted Senior Rental Units by City 79
# of Assisted Senior Rental Units by Housing Successor 164 Total # of Assisted Senior Rental Units 243
# of Assisted Rental Units by Former RDA 0
City of
Santa Clara
The Center of What's Possible

Santa Clara Housing Successor Page 9
# of Assisted Rental Units by City 424
# of Assisted Rental Units by Housing Successor 372
Total # of Assisted Rental Units 796
Assisted Senior Housing Percentage 30.53%

XI. EXCESS SURPLUS TEST

Excess Surplus is defined in Section 34176.1(d) as an unencumbered amount in the LMIHAF account that exceeds the greater of one million dollars ($1,000,000) or the aggregate amount deposited into the account during the Housing Successor’s preceding four Fiscal Years, whichever is greater.

The Housing Successor created the LMIHAF account on February 1, 2012. The LMIHAF Balance on Deposit of $8,197,170 less the encumbered amount of $5 million for one affordable housing development, equals $3,197,170. This amount is less than the sum of the annual deposits made in the preceding four fiscal years of $6,446,397. As a result, the LMIHAF does not have an Excess Surplus. The City encumbered the funds in the previous reporting period and has fully disbursed $5 million for Allied 2904 Corvin (3311 Kifer Road) affordable housing project in FY2022-23.

Annual Deposits Amount Deposited
FY 2018-19 LMIHAF Deposits $2,227,849
FY 2019-20 LMIHAF Deposits $1,343,393
FY 2020-21 LMIHAF Deposits $1,552,257
FY 2021-22 LMIHAF Deposits $1,322,898
Aggregate Deposits for 4 preceding fiscal years $6,446,397 LMIHAF Balance on Deposit $8,197,170
Encumbered Funds ($5,000,000)
Unencumbered LMIHAF Balance on Deposit $3,197,170
Excess Surplus $0

XII. HOMEOWNERSHIP INVENTORY

This section contains an inventory of homeownership units assisted by the former redevelopment agency or the housing successor that are subject to covenants or restrictions or to an adopted program that protects the former redevelopment agency's investment of moneys from the Low and Moderate Income Housing Fund pursuant to subdivision (f) of Section 33334.3.

City of
Santa Clara
The Center of What's Possible

Santa Clara Housing Successor Page 10
There are a total 59 of assisted homeownership units being monitored by the housing successor.

No units were lost from the portfolio during the fiscal year and no units have been lost from the portfolio since February 1, 2012. A total of 0 units have been removed from the housing successor’s portfolio during the fiscal year because the homeowners have satisfied the terms of the recorded affordability covenants.

No funds were returned as part of a program that protects the former agency's investment of funds from the LMIHAF. The Housing Successor did receive $136,612 of program income associated with the housing successor's homeownership portfolio.

The Housing Successor did not contract with any outside entity for the management of the housing successor's homeownership portfolio.

ACTIONS NEEDED

This report must be submitted to the California Department of Housing and Community Development by April 1 st. This report and the former redevelopment agency’s Implementation Plans are posted on the City’s website at www.santaclaraca.gov City of
Santa Clara
The Center of What's Possible
City of Santa Clara
General Plan Amendment Applications
201
0 to Present
GPA # Project File Number Description Notes
#73
1410 El Camino Real - The
Presidio PLN2010-08180
GPA# 73 from Gateway Thoroughfare to High Density Residential (3,025 sq.ft. of commercial use and 40 residential units) 11.09.2010 - City Council Approved #74 2875 Lakeside Drive PLN2010-08051
GPA #74 - General Plan Text Amendment for lot coverage; (5- story, 107 room extended stay hotel with podium parking at grade and 4 floors above) GPA was withdrawn
#75 5403 Stevens Creek Blvd PLN2011-08988
GPA #75 - General Plan Amendment from Low Intensity Office R&D to High Intensity Office R&D (Two 6-story office buildings totaling 295,500 sq.ft. & one below and above grade parking structure w/ a total of 1,118 on-site parking spaces; demolish existing commercial building [I-Hop]) 07.17.2012 - City Council Approved #76 45 Buckingham Drive PLN2013-09799
GPA #76 from Community Mixed Use to High Density Residential (Four-story, 222 unit multi-family residential development with wrap parking structure w/ 375 on-site parking spaces; demolish of existing commercial building) 03.18.2014 - City Council Approved #77 2585 El Camino Real PLN2013-09805
GPA#77 - General Plan Amendment from Community Mixed Use to High Density Residential (60 condominiums at 43 DU/AC) 08.27.2013 - City Council Approved #78 2611 El Camino Real PLN2013-09744
GPA #78 General Plan Amendment from Regional Mixed Use to High Density Residential (183 multi-family residential project; demolish commercial) 09.15.2013 - City Council Approved #79 166 Saratoga Avenue PLN2013-10111
GPA #79 - General Plan Amendment from Community Mixed Use to Medium Density Residential (33 townhomes)

12.09.2014 - City Council Approved
#80
2620-2800, 2423-2475
Augustine Drive PLN2014-10256
GPA #80 - General Plan Amendment from High Intensity
Office/R&D to Community Commercial [Retail Center] and Light Industrial to High Intensity Office/R&D [Office Phase II & III] (up to 1,243,300 s.f. of office space and up to 125,000 s.f. of retail space for a total (inclusive of Office Phase I) of up to 2,000,100 square feet of development) 06.10.2014 - City Council Approved #81 1313 Franklin Street PLN2014-10542
GPA #81 - General Plan Amendment from Community Mixed Use to Regional Mixed Use (44 residential condominium units and 14,500 s.f. retail) 01.13.2015 - City Council Approved
#82 1701 Lawrence Road PLN2014-10320
GPA #82 - General Plan Amendment from Medium Density
Residential to Low Density Residential (9-unit townhome project; demolish two commercial buildings and a single family residence) 04.07.2015 - City Council Approved #83 5155 Stars & Stripes PLN2014-10554
GPA #83 - General Plan Amendment from Parks/Open Space and Regional Commercial to Urban Center/Entertainment District (up to ~9.16M s.f. of office, retail, residential, hotel and entertainment facilities; new open space, parking, roadways, and infrastructure; demolish existing structures) 06.28.2016 - City Council Approved #84
2505 Augustine Drive, 3333
Octavius Drive PLN2014-10577
GPA #84 - General Plan Amendment for Santa Clara Square Office Phases II and III (Light Industrial to High Intensity Office/R&D) (6-8 story office buildings) 11.18.2014 - City Council Approved #85 2780 El Camino Real PLN2015-11360
General Plan Amendment #85 from Regional Mixed-Use to
Density Residential (158 apartments; demolish bowling alley) Withdrawn #85 2780 El Camino Real PLN2017-12669
General Plan Amendment #85 from Regional Mixed-Use to
Medium Density Residential (58 townhomes; demolish bowling alley 5/22/2018 - City Council Approval
#86 Lawrence Station Area Plan PLN2014-10500
GPA #86 - General Plan Amendment for Lawrence Station Area Plan from Low Intensity Office/R&D to Medium, High, and Very Hi
gh Density Residential (up to 3,500 residential units and up to 104k s.f. commercial, plus parkland, roads, and infrastructure) 11/29/2016 - City Council Approved #87 1205 Coleman Avenue PLN2016-12318
GPA #87 - General Plan Amendment for the Santa Clara Station Focus Area to allow residential development at 51 - 100 du/ac and co
mmercial development at a minimum 0.20 FAR (up to 1,600 residential units and approximately 220k s.f. hotel/retail/restaurant) 7/9/2019 - City Council Approved 3/5/2024
GPA # Project File Number Description Notes
#88 575 Benton Street PLN2015-10980
GPA #88 - General Plan Amendment from Santa Clara Station High Density Residential and Santa Clara Station Low Density Re
sidential to Santa Clara Station High Density Residential and to include a policy to allow limited neighborhood commercial uses within the Santa Clara Station Focus Area on a 5.8-acre site (318 apartments and approximately 22,000 s.f. commercial) 02/23/2016 - City Council Approved #89 3905 Freedom Circle PLN2017-12516
GPA #89 - General Plan Amendment from High Intensity
Office/R&D to a Very High Density Residential to allow up to 1,100 residential units with 1,540 parking spaces, up to 2,000 square foot of commercial with 10 parking spaces and a 2-acre public park. 6/7/2022 - City Council Approval
#90 100 N. Winchester Boulevard PLN2015-11231
GPA #90 - General Plan Amendment from Regional Commercial to High Density Residential (92 market rate senior units)
01/12/2016 - City Council Approved
#91 575 Benton Street PLN2017-12489
GPA #91 - General Plan Amendment #88 from High Density
Residential to Very High Density Residential (355 apartment units, and ~22,000 square feet of retail) 7/17/2018 - City Council Approved #92
2600 - 2610 Augustine Drive,
3300 - 3380 Montgomery
Drive, et. al. PLN2015-10899
GPA #92 - General Plan Amendment from Light
Industrial/Community Commercial to Regional Mixed Use, and Light Industrial to High Density Residential (1800 apartments, 40,000 s.f. retail, & associated improvements) 12/15/2015 - City Council Approved #93 2500 El Camino Real, et. al. PLN2016-11684
y
Mixed Use to Regional Mixed Use for the development of 332 mar
ket rate residential units and 66 senior residential units totaling Pending - PC/CC after ECR SP Visioning #94 Tasman East SP PLN2016-12400 Light Industrial to Transit Neighborhood 11/13/2018 - City Council Approval #95 El Camino Real SP PLN 2014-10776
GPA #95 - Up to 6,200 residential units beyond the 2,073 that were allocated under the 2010 General Plan and of which some of those residential units have been constructed in the project area.

Additionally, the Preferred Land Use Alternative would reduce the commercial space which currently exists in the project area by 315,000 square feet. Pending
#96 3005 Democracy Way PLN 2017-12924
High-Intensity Office/Research and Development (R&D) to a new designation allowing high-intensity mixed use development, including residential and office 6/7/2022 - City Council Approval #97 Patrick Henry Drive Plan Patrick Henry
Drive SP
The Specific Plan will analyze two scenarios: 1) Up to 12,000 net new residential units and 310,000 net new square feet of non- re
sidential uses, including retail and education facilities. 2) The same as the (1) but would substitute office for high-density residential along the east edge of the Plan Area, amounting to an approximate total of 10,300 net new residential units,785,000 net new square feet of office, and 310,000 net new square feet of other nonresidential uses.
3/22/2022 - City Council Approval
#98 Freedom Circle Focus Area Freedom Circle
Focus Area
The Focus Area would allow, subject to a future planning study, 2,500 dwelling units beyond those anticipated in the Greystar General Plan Amendment (described below), and 2 million square feet of additional office space beyond that allowed under the current high-intensity office designation. 6/7/2022 - City Council Approval #99 Climate Action Plan PLN2018-13646 Climate Action Plan Update 6/7/2022 - City Council Approval #100 Zoning Code Update Zoning Code
Update
General Plan Text Amendment to remove the area limitation for manufacturing in the Low- and High-Intensity Office General Plan Designations, and to allow Medical Sevices in the High Intensity Office General Plan Designation 12/19/2023 - City Council Approval #101 1601 Civic Center Drive PLN21-15206 General Plan Amendment from Community Commercial to High Density Residential
11/15/2022 - City Council Approved
#102 Housing Element Update Housing Element
Update
Housing Element Update to meet the requirements of the City's 6th Cycle Regional Housing Needs Assessment (RHNA)
1/31/2023 - City Council Approval
#103 Housing Element Update re-
do
Housing Element
Update re-do
Housing Element Update to meet the requirements of the City's 6th Cycle Regional Housing Needs Assessment (RHNA)
6/27/2023 - City Council Approval
#104 The Alameda Mixed-Use PLN22-00448 General Plan Amendment from Neighborhood Mixed-Use to Very High Density Residential
8/29/2023 - City Council Approval
#105 Downtown Precise Plan PLN2019-13823 Downtown Precise Plan to implement the community’s vision and objectives for a vibrant, pedestrian-oriented destination Downtown with a mix of residential, office, and civic uses. 12/5/2023 - City Council Approval City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-186 Agenda Date: 3/19/2024

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Stadium Authority Bills and Claims for the Month of December 2023

BOARD PILLARS
Enhance Community Engagement and Transparency
Ensure Compliance with Measure J and Manage Levi’s Stadium

BACKGROUND
Disbursements made by the Stadium Authority are based on invoices submitted for payment. Prior to payment, staff reviews all disbursement documents to ensure that the invoiced goods or services have been provided.

The Bills and Claims listing represents the cash disbursements required of normal and usual operations during December 2023. Budget control is set by the Stadium Authority Board through the budget adoption process.

DISCUSSION
Effective August 31, 2022, the Stadium Authority and Stadium Manager agreed to the timely payment of Shared Stadium Expenses and other budgeted expenses in accordance with the Annual Stadium Authority Budget, except for buffet expenses invoiced pursuant to Section 4.6.1 of the Stadium Lease. The Stadium Authority maintains the right to confirm and dispute submitted charges. The Stadium Authority may raise questions with respect to any charge at any time before or after a fiscal year-end reconciliation/true-up and the Stadium Manager must assess and respond to such questions in good faith.

At its March 7, 2023 meeting, the Stadium Authority Board adopted the Santa Clara Stadium Authority Fiscal Year 2023-24 Operating, Debt Service, and Capital Budget which runs from April 1, 2023 to March 31, 2024. Significant expenditures paid in December 2023 include:
· Payments totaling $179,007.84 to the City of Santa Clara for the following:
o $178,437.87 for reimbursement of General and Administrative (G&A) City payroll costs (e.g., Executive Director’s Office (City Manager’s Office), Counsel’s Office (City Attorney’s Office), and Treasurer’s Office (Finance Department)) o $569.97 for reimbursement of Stadium Authority G&A Expenses · Payment of $675,262.30 to Forty Niners SC Stadium Company, LLC for Community Facilities District Advance Payment - Principal & Interest
· Payments totaling $1,426,397.00 to Forty Niners Stadium Management Company, LLC for December 2023 Stadium Manager Expenses
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24-186 Agenda Date: 3/19/2024
· Payment of $25,326.00 to Armanino LLP for Financial Management System Managed Services (Year 2)
· Payment of $76,044.00 to Blocka Construction, Inc. for Capital Expense (CapEx) Project - Variable Frequency Drive(s)
· Payment of $157,998.30 to Blue’s Roofing Co. for CapEx Project - General Areas / Coatings Main Deck
· Payment of $101,025.22 to Cupertino Electric for CapEx Project - Distribution - High Voltage (480V Electrical Power Study, Assessment and Replacements - Phase 2) · Payment of $101,827.69 to Devcon Construction, Inc. for CapEx Project - New Seating - Bowl Padded Seat Replacement Project
· Payment of $47,131.09 to Myers Restaurant Supply LLC for CapEx Project - Beverage Distribution System
· Payments totaling $74,217.45 for Legal Services (September & October 2023)

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to section 15378(b)(4) of Title 14 of the California Code of Regulations in that it is a fiscal activity that does not involve any commitment to any specific project which may result in a potential significant impact on the environment.

FISCAL IMPACT
The fiscal impact to the Stadium Authority is $2,885,476.51

COORDINATION
This report has been coordinated with the Stadium Authority Counsel’s Office.

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

RECOMMENDATION
Approve the list of Stadium Authority Bills and Claims for December 2023.

Reviewed by: Kenn Lee, Treasurer
Approved by: Jovan D. Grogan, Executive Director

ATTACHMENTS

1. December 2023 SCSA Bills and Claims
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Payment Date Vendor Invoice No. Description Fund Amount 12/15/2023 Bank of America N/A November 2023 Bank Fees - CapEx Reserve Account Operating 146.29$ 12/15/2023 Bank of America N/A November 2023 Bank Fees - Operating Reserve Account Operating 436.56 582.85
12/15/2023 City of Santa Clara N/A B2321 SCSA Admin Payroll Costs Operating 51,583.73 12/22/2023 City of Santa Clara N/A B2322 SCSA Admin Payroll Costs Operating 73,409.90 12/28/2023 City of Santa Clara N/A B2323 SCSA Admin Payroll Costs Operating 53,444.24 12/27/2023 City of Santa Clara N/A Reimburse City of Santa Clara for G&A Expenses Operating 569.97 179,007.84
12/19/2023 Forty Niners SC Stadium Co, LLC N/A CFD Advance Payment - Principal & Interest Debt Service 675,262.30 12/1/2023 Forty Niners Stadium Management Co, LLC SLS-24282 December 2023 Stadium Manager Expenses - Security Operating 132,276.03 12/1/2023 Forty Niners Stadium Management Co, LLC SLS-24282 December 2023 Stadium Manager Expenses - Stadium Ops Operating 381,670.0 6 12/1/2023 Forty Niners Stadium Management Co, LLC SLS-24282 December 2023 Stadium Manager Expenses - Engineering Operating 226,068.8 6 12/1/2023 Forty Niners Stadium Management Co, LLC SLS-24282 December 2023 Stadium Manager Expenses - Guest Services Operating 54,270.34 12/1/2023 Forty Niners Stadium Management Co, LLC SLS-24282 December 2023 Stadium Manager Expenses - Groundskeeping Operating 55,112.25 12/1/2023 Forty Niners Stadium Management Co, LLC SLS-24282 December 2023 Stadium Manager Expenses - SBL Sales & Service Operating 1 94,437.29 12/1/2023 Forty Niners Stadium Management Co, LLC SLS-24282 December 2023 Stadium Manager Expenses - Insurance Operating 154,250.49 12/1/2023 Forty Niners Stadium Management Co, LLC SLS-24282 December 2023 Stadium Manager Expenses - StadCo Tenant Improvements Operating 2,332.28 12/1/2023 Forty Niners Stadium Management Co, LLC SLS-24282 December 2023 Stadium Manager Expenses - Other G&A Operating 52,799.14 12/1/2023 Forty Niners Stadium Management Co, LLC SLS-24282 December 2023 Stadium Manager Expenses - Lender Fees Operating 8,333.33 12/1/2023 Forty Niners Stadium Management Co, LLC SLS-24282 September 2023 Stadium Manager Expenses - Management Company Base Fee Operating 162,514.65 12/1/2023 Forty Niners Stadium Management Co, LLC SLS-24282 October 2023 Stadium Manager Expenses - StadCo Tenant Improvements Operating 2,332.28 1,426,397.00
12/28/2023 Armanino LLP CINV-1161660 FMS Managed Services (Year 2) Operating 25,326.00 12/22/2023 BioConnect US, Inc. INV21226COR CapEx Project - Medixsafe Narcotics Safe CapEx 1,672.89 12/20/2023 Blocka Construction, Inc. 13847 CapEx Project - Variable Frequency Drive(s) CapEx 76,044.00 12/20/2023 Blue's Roofing Co. 31190 CapEx Project - General Areas / Coatings Main Deck CapEx 157,998.30 12/22/2023 Cupertino Electric 97130 CapEx Project - Distribution - High Voltage (480V Electrical Power Study, Assessment and Replacements - Phase 2) CapEx 101,025.22 12/22/2023 Devcon Construction, Inc. 89347 CapEx Project - New Seating - Bowl Padded Seat Replacement Project CapEx 101,827.69 12/22/2023 J.S. Held LLC 1564147 Audit Services Operating 2,774.40 12/22/2023 J.S. Held LLC INV-01US-0107140 Audit Services Operating 2,570.40 12/22/2023 J.S. Held LLC INV-01US-0105919 Audit Services Operating 433.50 5,778.30
12/22/2023 M. Arthur Gensler Jr. & Associates, Inc. 1064540 CapEx Project - Stadium Event Signage CapEx 1,612.50 12/20/2023 Myers Restaurant Supply LLC 53457 CapEx Project - Beverage Distribution System CapEx 47,131.09 12/20/2023 R.S. Hughes Company, Inc. 80666671-00 CapEx Project - Blackline Combustible Gas Indicators CapEx 8.18 12/20/2023 R.S. Hughes Company, Inc. 80666671-01 CapEx Project - Blackline Combustible Gas Indicators CapEx 474.47 Santa Clara Stadium Authority
Bills and Claims
Expenses Paid by Wire or ACH Transfer
For the Month of December 2023

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Payment Date Vendor Invoice No. Description Fund Amount Santa Clara Stadium Authority
Bills and Claims
Expenses Paid by Wire or ACH Transfer
For the Month of December 2023
12/20/2023 R.S. Hughes Company, Inc. 80666671-02 CapEx Project - Blackline Combustible Gas Indicators CapEx 3,700.43 4,183.08
12/22/2023 The Pun Group, LLP 114217 Audit Services Operating 3,650.00 12/12/2023 Wilson, Ihrig & Associates, Inc. 22162N5 Stadium Noise Monitoring Services (September 2023) Operating 1,880.00 12/12/2023 Wilson, Ihrig & Associates, Inc. 22162N6 Stadium Noise Monitoring Services (October 2023) Operating 1,880.00 3,760.00
12/14/2023 1361296 Legal Services (September 2023) Operating 2,331.00 12/14/2023 1361298 Legal Services (October 2023) Operating 20,418.30 12/22/2023 1364048 Legal Services (October 2023) Operating 51,468.15 74,217.45
December 2023 Total 2,885,476.51$

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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-256 Agenda Date: 3/19/2024

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on the Santa Clara Stadium Authority Financial Status Report for Quarter Ending December 31, 2023 and Approve Related Budget Amendments

BOARD PILLARS
Ensure Compliance with Measure J and Manage Levi’s® Stadium Enhance Community Engagement and Transparency

BACKGROUND
In Fiscal Year 2014/15 the Stadium Authority Board (Board) requested that staff prepare quarterly Santa Clara Stadium Authority (Stadium Authority) Financial Status Reports. These reports provide an update on the events held at Levi’s
® Stadium, Stadium Authority finances, and the impact of Stadium Authority activity on the City of Santa Clara (City).

This report provides information covering the Stadium Authority’s first three quarters of the 2023/24 fiscal year (FY), which runs from April 1, 2023 - December 31, 2023.

The Adopted Stadium Authority Budget incorporates the estimated revenues and expenses for all Stadium Authority funds. The attached Financial Status Report provides the budget to actual revenue and expense summaries for the operating, debt service, and capital funds. Analysis of the financial activity through the fiscal year measures the adherence to the budget and allows the Stadium Authority to monitor and project revenues and expenses. Any significant variances are explained in the report.

DISCUSSION
The attached financial status report provides information covering the Stadium Authority’s first three quarters (April 1, 2023 - December 31, 2023) of FY 2023/24. The report summarizes National Football League (NFL) and Non-NFL event activity at Levi’s ® Stadium and describes the financial
impact of these events on the Stadium Authority and City since FY 2014/15. The report also provides the budget to actual revenue and expense summaries for the operating, debt service, and capital funds. Analysis of the financial activity through the fiscal year measures the adherence to the budget and allows the Stadium Authority to monitor and project revenues and expenses. Any significant variances are explained in the report.

NFL Event Revenue and Expenses
There were nine NFL games held in the first three quarters of FY 2023/24. Levi’s® Stadium hosted two pre-season NFL games of the 2023 season on August 19th and 25th and seven regular NFL season games through the third quarter of the 2023 season. This resulted in $11.5 million in NFL ticket surcharge revenues for the Stadium Authority and $216,000 of Senior and Youth Program Fees City of Santa Clara Printed on 3/15/2024Page 1 of 5
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for the City. Public safety costs for NFL games totaled an estimated $4.4 million which will be fully reimbursed to the City by ManCo.

Non-NFL Event Revenue and Expenses
There were eight ticketed Non-NFL events and 37 special events which are detailed in the report.

The eight ticketed Non-NFL events generated an average net profit of $738,000 per event. Table 1 below summarizes revenues and expenditures for the eight ticketed events.

Table 1
In Millions $
Ticketed Event Revenue Expense Net
Concert 1 2.8$ 1.1$ 1.6$
Concert 2 2.6 1.6 1.0
Concert 3 2.5 1.7 0.8
Concert 4 2.5 1.4 1.1
Concert 5 1.8 0.7 1.1
Sporting Event 1 1.7 1.1 0.6 Sporting Event 2 0.9 0.5 0.4 Sporting Event 3 - 0.7 (0.7) Total Ticketed Non-NFL Net Revenue to Date 14.8$ 8.9$ 5.9$ Levi's® Stadium
Ticketed Non-NFL Events Revenue and Expenditure Summary As of December 31, 2023
The Non-NFL event ticket sales generated $1.6 million in ticket surcharge revenue, half of which will fund the discretionary fund. Public safety costs for these events totaled an estimated $3.3 million which will be fully reimbursed to the City by ManCo on behalf of the Stadium Authority.

When combining ticketed and non-ticketed Non-NFL revenues to date, Table 2 below shows approximately $7.8 million in net revenue (excluding surcharge revenue) through the end of the third quarter. It should be noted the financial information provided is a draft and subject to change as additional revenues and/or expenditures are recorded.

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Table 2
No. of
Events Net Revenue
Ticketed Events
Concerts 5 5,600,578$
Sporting Events:

Soccer 3 305,067
Net Revenue from Ticketed Events 8 5,905,645$
Net Revenue from Special Events (weddings, corporate events, etc.) 37 1,191,841 Other Operating Income (1)
1,712,309
Other Expenses (2)
(1,057,378)
Net Revenue from Non-NFL Events (3)
45 7,752,417$
(2) Other Operating Expenses are expenses not attributable to a specific event. Examples are event selling expenses, administrative expenses and miscellaneous costs.

Levi's ® Stadium
Net Revenue for Non-NFL Events by Event Type
As of December 31, 2023
Event Type
(1) Other Operating Income are income not attributable to a specific event. Examples are interest income and reimbursements unrelated to a specific event.
(3) Net Revenue from Non-NFL Events does not include Non-NFL Event Ticket Surcharge of $1.6m.

Stadium Builder Licenses (SBLs)
SBLs account for 19% of the Stadium Authority’s annual budgeted revenue in FY 2023/24. There is a total of 64,090 currently active SBLs which is 96.9% of the 66,136 total sellable SBL seats. Through the third quarter, since inception, the value of the active SBLs amount to $552.0 million of which $524.8 million has already been collected.

Stadium Authority Budgets
The detailed analysis of Stadium Authority budget to actual financials is provided in the attached Financial Status Reports. In summary, total operating revenues were $52.8 million representing 81% of the overall budget for revenues and total operating expenses were $16.4 million or 70% of the budget. The debt service fund was able to pay down $16.3 million in debt, bringing total Stadium Authority debt down to $229.0 million. Capital expenses were $5.9 million representing 28% of the overall CIP budget.

FY 2023/24 Stadium Authority Budget Adjustments
From time to time, budget adjustments may be necessary to align revenues or expenditures to actual or unexpected activity during the course of a fiscal year, known after the adoption of the Stadium Authority Budget. On March 7, 2023, the Stadium Authority Board adopted the Santa Clara Stadium Authority FY 2023/24 Operating, Debt Service, and Capital Budget. As of the timing of the publication of this report, additional information from FY 2023/24 has resulted in the recommended budget adjustment as follows:

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Operating Budget:
1) Senior and Youth Program Fees - Two (2) additional NFL playoff games were held at Levi’s Stadium beyond the ten (10) regular season games resulting in the collection of additional Senior and Youth Program Fees (based on $0.35 per NFL game ticket). It is projected that the Stadium Authority will collect $250,000 of Senior and Youth Program Fees which is $16,000 higher than budgeted. A budget adjustment is needed to reflect the increase in the payment to the City’s’ General Fund by $16,000. 2) Use of StadCo Tenant Improvements - The Stadium Authority is charged fees for the use of StadCo assets during Non-NFL events. Use of StadCo Tenant Improvements is projected to be higher than anticipated by $11,935. A budget adjustment is needed to reflect the increase in Use of StadCo Tennant Improvements of $11,935.

Debt Service Budget:
1) Contribution from Community Facilities District (CFD) - Due to a continued improvement in the economy post COVID, hotel stays have been higher than anticipated, therefore CFD revenue is projected to be higher which allows for additional debt payment on the CFD Advance. A budget adjustment of $521,000 is needed to reflect the increase in Contribution from CFD and the paydown of the CFD Advance.

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 an administrative activity that will not result in direct or indirect physical changes in the environment.

FISCAL IMPACT
As discussed, staff recommends the budget amendments detailed in the tables below:

Operating Budget
Description Current Increase /
(Decrease)
Revised
Senior & Youth Program Fees Revenue $234,000 $16,000 $250,000 Senior & Youth Fees (paid to City)
Expense
$234,000 $16,000 $250,000
Use of StadCo Tenant Improvements
Expense
$121,065 $11,935 $133,000
Ending Fund Balance -
Renovation/Demolition Reserve
$10,840,810 $(11,935) $10,828,875
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Debt Service Budget
DescriptionCurrentIncrease /
(Decrease)Revised
Contribution from CFD Revenue $2,696,000 $521,000 $3,217,000 CFD Advance Expense $2,379,000 $521,000 $2,900,000

COORDINATION
This report was coordinated with the Stadium Manager per section 4.6 of the Management Agreement as well as the Stadium Authority Counsel’s Office.

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

RECOMMENDATION

1. Note and file the Santa Clara Stadium Authority Financial Status Report for the Quarter Ending December 31, 2023.

2. Approve a budget amendment in the Operating Budget to increase the Senior & Youth Fee Expense in the amount of $16,000, offset by an increase in the Senior & Youth Program Fees Revenue;

3. Approve a budget amendment in the Operating Budget to increase the Use of StadCo Tenant Improvements Expense in the amount of $11,935, offset by a decrease in the Renovation/Demolition Reserve fund balance; and

4. Approve a budget amendment in the Debt Service Budget to increase the CFD Advance Expense in the amount of $521,000, offset by an increase to the Contribution from CFD Revenue.

Reviewed by: Kenn Lee, Treasurer
Approved by: Jovan D. Grogan, Executive Director

ATTACHMENTS

1. SCSA Financial Status Report for the Quarter Ending December 31, 2023 City of Santa Clara Printed on 3/15/2024Page 5 of 5
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SCSA

Santa Clara Stadium Authority

SANTA CLARA

STADIUM AUTHORITY

FINANCIAL STATUS REPORT

Quarter Ending December 31, 2023

March 19, 2024

WELCOME TO

LEVI ' S STADIUM
1 Table of Contents
Introduction ................................ ................................ ................................ ................................ . 2 NFL Events ................................ ................................ ................................ ................................ . 3 Non-NFL Events ................................ ................................ ................................ ......................... 6 Discretionary Fund ................................ ................................ ................................ .................... 12 Stadium Builder Licenses ................................ ................................ ................................ .......... 12 Santa Clara Stadium Authority Budget Status Reports ................................ .............................. 15 Operating Budget ................................ ................................ ................................ .................. 15 Debt Service Budget ................................ ................................ ................................ .............. 19 Capital Improvement Project Budget ................................ ................................ ..................... 23 City of Santa Clara Net General Fund Impact ................................ ................................ ........... 26 Public Safety and Administrative Cost Reimbursement ................................ ......................... 26 Rents and Senior and Youth Fee ................................ ................................ ........................... 27 Other Revenue Impacts ................................ ................................ ................................ ......... 27 Glossary................................ ................................ ................................ ................................ .... 28 2 Introduction
This Santa Clara Stadium Authority (Stadium Authority) Financial Status Report provides information covering the third quarter of the Stadium Authority’s 2023/24 fiscal year (FY) which ended on December 31, 2023. Comparative data from prior fiscal years is also included.

In addition to these quarterly reports, the Stadium Authority produces annual financial statements. The FY 2022/23 financial statements were audited by an external audit firm and presented to the Stadium Authority’s Audit Committee on August 30, 202 3 and approved by the Stadium Authority Board (Board) on September 19, 2023. The financial statements are published on the Stadium Authority’s website.

The Stadium Authority also prepares a detailed budget prior to the beginning of each fiscal year. The FY 2023/24 budget was adopted by the Board on March 7, 2023.

Stadium Authority finances are structured so that the City of Santa Clara (City) is not liable for the debts or obligations of the Stadium Authority. All services provided by the City, including administrative and public safety, to the Forty Niners Stadium Management Company, LLC ( ManCo) or the Stadium A uthority are fully reimbursed with Stadium Authority funds.

Methodology
Information provided in this report was based in part on documentation submitted by ManCo. Specifically, National Football League ( NFL) and Non-NFL event statistics and financial information relating to ManCo expenses are provided by ManCo. Stadium Authority staff has access to select financial information submitted by ManCo provided through the Stadium Authority’s Financial Management System and event reports received for Non -NFL events. These reports are received 45 days after each event for events with attendance greater than 25,000. More detailed documents are received within 90 days after the close of the quarter. For all other financial information, a full detailed review and/or audit of source documentation has not been completed by the Stadium Authority for this report.

The information provided reflects the best known and available at the time of the writing of this report and is subject to further revision and review. Revisions may occur based on the timing of revenue and expenditure activity for events in this quarter that continue beyond the timing of this report. Consequently, the Board’s notation and filing of this report should not be considered an approval of the accuracy of the information in the report. 3 NFL Events
This section provides year-to-date and comparative data for NFL games categorized as pre-season and regular season games.

The San Francisco Forty -Niners (49ers) played a total of nine NFL games (two pre - season games and seven regular season game) at Levi’s® Stadium through the quarter ending December 31, 2023. There was a total of 617,452 tickets sold to these NFL games, an average of 68,606 per game. This is down by 810 or 1% when compared to the same period in the prior fiscal year. The ticket sales resulted in $ 11.5 million in NFL ticket surcharge revenue (10% of ticket sales) to the Stadium Authority. The average NFL ticket surcharge revenue was $1.3 million per game in the current year which is up by $127,000 or 11% from the same period in the prior fiscal year. A total of $ 216,000 of Senior and Youth Program Fees, which is based on $0.35 per NFL ticket sold, were collected through the end of the third quarter of the fiscal year. These fees were transferred to the City’s General Fund in support of such programs.

A total of 68,371 cars were parked in the permitted offsite parking lots generating $440,000 in offsite parking fees. The overall number of cars parked in the permitted offsite lots increased by an average of 167 cars per game or 2% when compared to the prior fiscal year.

There was an estimated $ 4.4 million of NFL event public safety costs in the current reporting period which is an average of $489,000 per game. This is an increase from the prior year average (through December 3 1, 2022) of $ 40,000. Of the $ 4.4 million NFL event public safety costs, $3.7 million or 84% are direct City costs and $724,000 or 16% are outside agency costs. $440,000 of the total NFL event public safety costs are covered by the offsite parking fees that were collected and the remaining are invoiced to ManCo.

Reimbursements usually take between 3 to 6 months from the event date due to the timing of third-party invoices and payment from ManCo.

Statistics for the NFL games held at Levi’s ® Stadium in the first t hree quarters of the 2023/24 fiscal year are shown in Table 1 and comparative data from all ten years of operations can be found in Table 2.

4 Table 1

Game 1 vs
Broncos
Game 2 vs
Chargers
Game 3 vs
Giants
Game 4 vs
Cardinals
Game 5 vs
Cowboys
Game 6 vs
Bengals
Game 7 vs
Buccaneers
Game 8 vs
Seahawks
Game 9 vs
Ravens 2023/24
08/19/23 08/25/23 09/21/23 10/01/23 10/08/23 10/29/23 11/19/23 12/10/23 12/25/23 YTD Total No. of Tickets Sold 65,819 62,492 69,726 69,741 70,026 70,008 69,768 70,017 69,855 617,452 NFL Ticket Surcharge (2) 745,864$ 742,481$ 1,206,732$ 1,190,498$ 2,700,282$ 1,243,625$ 1,211,267$ 1,235,033$ 1,247,574$ 11,523,355$ Senior/Youth Program Fees 23,037$ 21,872$ 24,404$ 24,409$ 24,509$ 24,503$ 24,419$ 24,506$ 24,449$ 216,108$ Cars Parked at Offsite Lots 5,901 6,238 5,708 8,016 8,730 8,897 8,475 8,982 7,424 68,371 City Offsite Parking Fee 38,002$ 40,173$ 36,760$ 51,623$ 56,221$ 57,297$ 54,579$ 57,844$ 47,811$ 440,309$ Stadium Public Safety Costs (1) 433,660$ 456,197$ 491,250$ 469,816$ 538,872$ 478,598$ 469,505$ 492,445$ 570,314$ 4,400,657$ Less: Offsite Parking Fee Credit (38,002)$ (40,173)$ (36,760)$ (51,623)$ (56,221)$ (57,297)$ (54,579)$ (57,844)$ (47,811)$ (440,309)$ Reimbursable Stadium Public Safety Costs 395,658$ 416,025$ 454,490$ 418,193$ 482,651$ 421,301$ 414,926$ 434,601$ 522,504$ 3,960,348$ Amount Reimbursed -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ (1) Includes estimated stadium public safety costs from outside agencies.

Levi's® Stadium
2023/24 NFL Event Statistics
As of December 31, 2023
(2) NFL Ticket Surcharge excludes NFL Play-Off games as indicated on Article 1 of the Amended and Restated Team Non-Relocation Agreement between Team and SCSA. 5 Table 2

2014/15 Q3 2015/16 Q3 2016/17 Q3 2017/18 Q3 2018/19 Q3 2019/20 Q3 2020/21 Q3 2021/22 Q3 2022/23 Q3 2023/24 Q3 Total Total Total Total Total Total Total Total Total Total No. of NFL Events 10 9 9 10 10 10 - 9 9 9 No. of Tickets Sold 682,095 602,268 588,794 643,189 651,237 662,731 - 604,546 624,746 617,452 NFL Ticket Surcharge 8,366,290$ 7,448,271$ 7,403,778$ 7,806,190$ 8,076,510$ 8,412,291$ -$ 8,900,398$ 10,382,333$ 11,523,355$ Senior/Youth Program Fees 238,734$ 210,794$ 206,078$ 225,116$ 227,933$ 231,956$ -$ 211,591$ 218,661$ 216,108$ Cars Parked at Offsite Lots 90,024 51,375 61,310 54,107 56,390 64,960 - 63,718 66,868 68,371 City Offsite Parking Fee 442,919$ 260,985$ 321,264$ 293,260$ 317,476$ 380,016$ -$ 376,573$ 409,901$ 440,309$ Cars Parked on Tasman Lots 4,983 6,184 4,653 5,530 4,729 5,751 - 3,930 - - Cars Parked on Golf Course 233,306 18,823 - - - - - - - - City Tasman Lot and Golf Course Parking Fee 141,445$ 125,035$ 23,265$ 27,650$ 23,645$ 28,755$ -$ 19,650$ -$ -$ Stadium Public Safety Costs (1) 2,414,028$ 2,092,697$ 2,497,858$ 2,388,347$ 2,994,735$ 3,701,510$ -$ 4,534,124$ 4,037,765$ 4,400,657$ Golf Course Public Safety Costs 180,766$ 71,000$ -$ -$ -$ -$ -$ -$ -$ -$ Subtotal Event Public Safety Costs 2,594,794$ 2,163,698$ 2,497,858$ 2,388,347$ 2,994,735$ 3,701,510$ -$ 4,534,124$ 4,037,765$ 4,400,657$ Less: Offsite Parking Fee Credit (442,919)$ (260,985)$ (321,264)$ (293,260)$ (317,476)$ (380,016)$ -$ (376,573)$ (409,901)$ (440,309)$ Reimbursable Stadium Public Safety Costs 2,151,875$ 1,902,713$ 2,176,593$ 2,095,087$ 2,677,259$ 3,321,494$ -$ 4,157,551$ 3,627,864$ 3,960,348$ Reimbursed by StadCo 839,306$ 612,676$ 644,700$ 859,359$ 2,677,259$ 3,321,494$ -$ 4,157,551$ 3,627,864$ -$ Reimbursed by SCSA 1,312,569$ 1,290,037$ 1,531,893$ 1,235,729$ -$ -$ -$ -$ -$ -$ Total Amount Reimbursed 2,151,875$ 1,902,713$ 2,176,593$ 2,095,087$ 2,677,259$ 3,321,494$ -$ 4,157,551$ 3,627,864$ -$ (1) Includes estimated stadium public safety costs from outside agencies.

Levi's® Stadium
Historical NFL Event Statistics
6 Non-NFL Events
This section provides year to date and comparative data for Non-NFL events categorized as events ranging from high school and college football games, international soccer matches, concerts, wedding fairs, and special events. During the current reporting period, there were a total of 397,940 tickets sold for the eight ticketed Non-NFL events that were held, resulting in $1.6 million Non-NFL event ticket surcharge revenue (from the $4 per ticket Non-NFL event surcharge). This is a n increase in ticket surcharge revenue of $630,000 or 66% over the same period in the prior year. There was one additional ticketed Non-NFL events when compared to the same period in the prior year and the ticketed Non- NFL events in the current reporting period were larger-scale events resulting in the increase in the ticket surcharge revenue.

ManCo reports that there were also 37 smaller special events held at Levi’s ® Stadium which is 19 events less than the same period of the prior fiscal year. The attendance at these events also decreased from 22,410 in the prior period to 18,433 in the current year, a 18% decrease. Examples of these special events include corporate events of various sizes, weddings, holiday parties, high school dances, etc.

In correlation with the Non-NFL events held during the current reporting period, there were 38,716 cars parked at these offsite lots and the City earned a total of $ 248,000 in related offsite parking fees , which is derived from the $6.13 per parking space fee for events taking place prior to July 2023 and $6.44 per parking space for all events thereafter. The revenues earned from this offsite parking fee supports public safety costs for Non-NFL events. The offsite parking fee invoices can take up to a few months to be fully paid.

Total Non-NFL event public safety costs were $3.3 million an increase of $764,000 from the prior year. As noted previously, this increase in cost is due to more large-scale events being held in the current year when compared to the prior year. Of these costs, $248,000 was covered by the offsite parking fee. The remaining $3.0 million was invoiced to ManCo which will be reimbursed to the City. Reimbursements usually take between 3 to 6 months from the event date due to the timing of third-party invoices and payment from ManCo.

Statistics for FY 2023/24 events are shown in Table 3 and comparative data from all ten years of operations are shown in Table 4.
7 Table 3

Earthquakes vs
LAFC Soccer
Gold Cup
Tournament
F.C. Barcelona
vs. Juventus
F.C.
(Canceled)
Taylor Swift
Day 1
Taylor Swift
Day 2 Karol G Beyonce Ed Sheeran
2023/24 YTD
05/06/23 07/02/23 07/22/23 07/28/23 07/29/23 08/14/23 08/30/23 09/16/23 Total No. of Scanned Attendees 36,933 56,808 - 61,925 61,286 42,048 49,296 73,167 - 381,463 No. of Tickets Sold 41,739 62,846 - 62,104 61,692 43,691 50,759 75,109 - 397,940 Non-NFL Ticket Surcharge 166,956$ 251,384$ -$ 248,416$ 246,768$ 174,764$ 203,036$ 300,436$ -$ 1,591,760$ No. of Non-NFL Special Events 37 37 Non-NFL Special Event Attendees 18,433 18,433 Cars Parked at Offsite Lots 4,497 7,082 - 5,127 6,053 3,392 4,474 8,091 - 38,716 City Offsite Parking Fee 27,567$ 45,608$ -$ 33,018$ 38,981$ 21,844$ 28,813$ 52,106$ -$ 247,937$ Stadium Public Safety Costs (1)
366,913$ 557,393$ 150,765$ 544,464$ 498,825$ 382,224$ 387,976$ 403,694$ 1,145$ 3,293,398$ Less: Offsite Parking Fee Credit (27,567)$ (45,608)$ -$ (33,018)$ (38,981)$ (21,844)$ (28,813)$ (52,106)$ -$ (247,937)$ Reimbursable Public Safety Costs 339,346$ 511,785$ 150,765$ 511,446$ 459,843$ 360,380$ 359,163$ 351,588$ 1,145$ 3,045,461$ Amount Reimbursed -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ (1) Includes estimated stadium public safety costs from outside agencies. 2023/24 YTD
Special Events
Levi's® Stadium
FY 2023/24 Non-NFL Event Statistics
As of December 31, 2023
8 Table 4

2014/15 Q3 2015/16 Q3 2016/17 Q3 2017/18 Q3 2018/19 Q3 2019/20 Q3 2020/21 Q3 2021/22 Q3 2022/23 Q3 2023/24 Q3 Total Total Total Total Total Total Total Total Total Total No. of non-NFL Ticketed Events 7 15 17 11 11 8 - - 7 8 No. of Tickets Sold 248,591 623,687 579,059 319,580 290,341 183,874 - - 240,364 397,940 Non-NFL Ticket Surcharge 916,656$ 2,455,816$ 2,316,236$ 1,278,320$ 1,161,364$ 735,496$ -$ -$ 961,456$ 1,591,760$ No. of Non-NFL Special Events 138 171 101 84 87 64 - 1 56 37 Non-NFL Special Event Attendees 42,808 97,747 43,526 51,928 32,593 22,155 - - 22,410 18,433 Cars Parked at Offsite Lots 16,054 55,720 60,969 25,741 26,041 17,127 - - 35,302 38,716 City Offsite Parking Fee 78,986$ 278,703$ 313,978$ 138,087$ 144,407$ 98,547$ -$ -$ 215,155$ 247,937$ Cars Parked on Golf Course 8,566 21,572 9,562 - - - - - - - City Golf Course Parking Fee 42,830$ 107,860$ 47,810$ -$ -$ -$ -$ -$ -$ -$ Stadium Public Safety Costs (2)
1,217,852$ 3,003,358$ 2,938,082$ 1,601,824$ 1,948,594$ 1,556,785$ -$ 1,827$ $2,529,464 3,293,398$ Golf Course Public Safety Costs 64,618$ 119,842$ 39,905$ -$ -$ -$ -$ -$ -$ -$ Subtotal Event Public Safety Costs 1,282,469$ 3,123,200$ 2,977,987$ 1,601,824$ 1,948,594$ 1,556,785$ -$ 1,827$ 2,529,464$ 3,293,398$ Less: Offsite Parking Fee Credit (78,986)$ (278,703)$ (313,978)$ (138,087)$ (144,407)$ (98,547)$ -$ -$ (215,155)$ (247,937)$ Reimbursable Public Safety Costs 1,203,483$ 2,844,497$ 2,664,009$ 1,463,737$ 1,804,187$ 1,458,238$ -$ 1,827$ 2,314,309$ 3,045,461$ Amount Reimbursed 1,203,483$ 2,844,497$ 2,664,009$ 1,463,737$ 1,804,187$ 1,458,238$ -$ 1,827$ 2,314,309$ -$ (1) The first event at Levi's Stadium was in August 2014 (the second quarter of the 2014/15 Fiscal Year). (2) Additional Public Safety Costs are included for Events taking place in FY 2022/23 subsequent to when the FY 2022/23 report was published.

Levi's® Stadium
Historical Non-NFL Event Statistics(1)
9 Table 5 summarizes ticketed Non-NFL revenues and expenditures by event reported by ManCo as of the report date. There were 8 ticketed Non-NFL events held in FY 2023/24 and generated an average net revenue of $ 738,000 per event. The inclusion of this information is to provide a greater level of transparency and provide the overall financial results of the Non-NFL events.

Table 5

In Millions $
Ticketed Event Revenue Expense Net
Concert 1 2.8$ 1.1$ 1.6$
Concert 2 2.6 1.6 1.0
Concert 3 2.5 1.7 0.8
Concert 4 2.5 1.4 1.1
Concert 5 1.8 0.7 1.1
Sporting Event 1 1.7 1.1 0.6 Sporting Event 2 0.9 0.5 0.4 Sporting Event 3 - 0.7 (0.7) Total Ticketed Non-NFL Net Revenue to Date 14.8$ 8.9$ 5.9$ Levi's® Stadium
Ticketed Non-NFL Events Revenue and Expenditure Summary As of December 31, 2023
10 Table 6 and 7 show Non-NFL net revenue by event type and event revenue and expenses by category. For FY 202 3/24, ManCo anticipates Non-NFL events to result in projected net revenues of $ 7.8 million, as cited in the documents provided for the FY 202 4/25 Proposed Stadium Authority Budget. Through the third quarter of FY 202 3/24, ticketed events and non -ticketed special even ts contributed $ 5.9 million and $1.2 million in net revenues, respectively. There was also additional interest income of $1.7 million earned on Non -NFL events cash reserves. Offset by $ 1.0 million of non -event specific other expenses, ManCo reported a net revenue of $7.8 million for the current reporting period.

Table 6

EVENT TYPE
No. of
Events
Net
Revenue(1)
No. of
Events
Net
Revenue(1)
No. of
Events
Net
Revenue(1)
No. of
Events
Net
Revenue(1)
No. of
Events
Net
Revenue(1)
Ticketed Events
Concerts 1 $ 856,583 0 -$ 0 -$ 6 $ 6,131,747 5 $ 5,600,578 Sporting events:

Football (non-NFL) 3 (3,170,926) 0 - 0 - 0 - 0 - Soccer 2 (65,295) 0 - 0 - 1 451,890 3 305,067 Miscellaneous events 2 (458,609) 0 - 0 - 0 - 0 - Subtotal Ticketed Events 8 (2,838,247)$ 0 -$ 0 -$ 7 6,583,637$ 8 5,905,645$ Subtotal Special Events (weddings, corporate events, etc.) 79 1,492,331$ 0 -$ 0 -$ 56 1,998,619$ 37 1,191,841$ Subtotal Other Operating Income -$ -$ -$ -$ 1,712,309$ Subtotal Other Operating Expenses (1,395,098)$ -$ -$ (495,578)$ (1,057,378)$ Total Non-NFL Net Revenue 87 (2,741,013)$ 0 -$ 0 -$ 63 8,086,678$ 45 7,752,417$ (1) Does not include non-NFL ticket surcharge revenue
2019/20 2022/232020/21
Levi's Stadium
Net Revenue for Non-NFL Events
2023/24
by Event Type
Historical Year-to-Date through December 31, 2023
2021/22
11 Table 7

2023/24
YTD Total
REVENUE:

Special Event Revenue 3,849,176$
Ticket Platform Fees 6,369,704
Suite Ticket Revenue 1,031,634
Parking 2,276,116
Food & Beverage - Ticketed Events 3,414,773
Food & Beverage - Special Events 420,292
Miscellaneous(1) 3,391,685
Total Revenue 20,753,380$
EXPENSE:

Public Safety/Security 5,339,208$
Event Staff 4,614,164
Parking 2,177,666
Catering - Special Events 2,224,369
General Event Related Expenses 5,203,794
Expense Reimbursement from Event Licensee(2) (7,615,616) Miscellaneous(3) 1,057,378
Total Expense 13,000,963$
Total Non-NFL Net Revenue 7,752,417$
(3) Includes catered events department staff costs, non-event specific staff costs, and other expenses.

Levi's® Stadium
Non-NFL Event Results by Category
As of December 31, 2023
(2) Expenses incurred for Non-NFL events can either be the responsibility of the SCSA or the Event Licensee depending on the nature of the expense. This figure represents the total expenses incurred by the SCSA that were the responsibilty of the Event Licensee for which the SCSA has been reimbursed, net of the Event Licensee's share of ancillary revenues. (1) Includes venue rental fees, net merchandise sales, interest income, and other revenues. 12 Discretionary Fund
The Discretionary Fund is funded by revenue equal to 50% of the Non -NFL event ticket surcharge of $4 per ticket. The eight ticketed Non-NFL events are projected to contribute approximately $796,000 to the Discretionary Fund in the report ing period. This is based on the estimated attendance provided by ManCo. At the time of this report, $796,000 has been collected for the current fiscal year. Table 8 shows the revenues and expenses in the Discretionary Fund since FY 2014/15. The balance at the time of this report is $2.5 million.

Table 8

Stadium Builder Licenses
The total principal value of currently active Stadium Builder Licenses (SBLs) is $552.0 million and, as of December 31, 2023, 95.1% of the total principal value of all SBLs sold (i.e., $524.8 million) had been collected. Payment for the sale of SBLs are financed over 10 years.

SBL holders that finance their purchase pay an annual interest rate of 8.5% and payments are due by March 1 st each year. The majority of SBL holders make their payments on time. For those that do not pay on time, SBL service staff, working for ManCo on the Stadium Authority’s behalf, contact the SBL holders and attempt to collect the full amounts owed. Ultimately, a SBL can be defaulted for non-payment. Once a SBL is defaulted, the SBL holder in default loses their right to buy season tickets as well as their priority rights to tickets to Non -NFL events, and forfeits any money they had invested in the SBL.

Defaulted SBLs are then available for resale.

There is a total of 64,090 currently active SBLs, or 96.9% of the 66,136 total sellable SBL seats. This is an increase of 875 from the total active SBLs at the end of the prior fiscal year (March 31, 2023). The main reasons for the increase are due to sale of new SBLs and customer seat relocation program offset by default buy back . The customer seat relocation program allows customers to trade in their SBLs in return for others in a Fiscal Year
Beginning
Balance Revenue Expenses Ending Balance
2014/15 -$ 715,770$ -$ 715,770$ 2015/16 715,770 1,238,542 714,028 1,240,284 2016/17 1,240,284 1,164,698 699,129 1,705,853 2017/18 1,705,853 768,564 1,209,342 1,265,075 2018/19 1,265,075 796,294 101,267 1,960,102 2019/20 1,960,102 367,748 - 2,327,850 2020/21 2,327,850 - 18 2,327,832 2021/22 2,327,832 - (18) 2,327,850 2022/23 2,327,850 639,896 1,300,051 1,667,695 2023/24 1,667,695 796,180 (1)
- 2,461,259
Discretionary Fund Reserve
(1) This amount includes transfers to the Discretionary Fund as of February 16, 2024. 13 different location as long as the total face value of the new seats is equal to or greater than the original seats.

During the current reporting period, 1,292 SBLs were sold for a total face value of $7.7 million. The customer seat relocation program resulted in an increase of $763,000 to the SBL face value, while netting 93 more SBLs. There were also 510 SBL defaulted with a face value of $3.6 million.

Additional details regarding currently active SBLs are noted in Table 9. 14 Table 9

SBL Seats
Available
SBL Seats Sold
as of 3/31/23
New SBL
Sales
Net SBL
Relocations
SBL
Defaults Other SBL Seats
Sold SBL Value SBL Collected % SBL Principal
Collected
100 100 - - - - 100 14,082,625$ 13,886,358$ 98.6% 942 942 - - (4) - 938 75,040,000$ 74,381,115$ 99.1% 2 2 - - - - 2 80,000$ 79,600$ 99.5% 4,945 4,581 61 21 (20) - 4,643 139,290,000$ 133,869,821$ 96.1% 3,475 2,937 75 (9) (22) - 2,981 59,620,000$ 56,099,367$ 94.1% 70 64 2 - (2) - 64 1,120,000$ 790,150$ 70.5% 7 7 - - - - 7 105,000$ 105,000$ 100.0% 2,163 2,216 22 (14) (25) - 2,199 26,388,000$ 24,804,336$ 94.0% 7 7 - - - - 7 70,000$ 69,915$ 99.9% 20,651 20,958 164 49 (134) - 21,037 126,222,000$ 119,931,965$ 95.0% 14,307 14,371 366 31 (171) - 14,597 72,985,000$ 66,238,200$ 90.8% 916 924 2 1 - - 927 3,708,000$ 3,678,344$ 99.2% 91 91 - - - - 91 273,000$ 270,836$ 99.2% 40 44 - (1) (1) - 42 105,000$ 104,998$ 100.0% 18,392 15,940 600 15 (131) - 16,424 32,848,000$ 30,481,826$ 92.8% 28 31 - - - - 31 31,000$ 30,896$ 99.7% 66,136 63,215 1,292 93 (510) - 64,090 551,967,625$ 524,822,727$ 95.1% Plus: Interest on financed SBLs 65,221,788$
Total Principal & Interest 590,044,515$
(1) This table does not include $36.8 million that has been collected life-to-date from defaulted SBL holders.

Total
10,000
Santa Clara Stadium Authority
Currently Active Stadium Builder License (SBL) Summary (1) Through December 31, 2023
Seat Value
141,392
80,000
40,000
30,000
20,000
15,000
12,000
6,000
5,000
4,000
3,000
2,500
2,000
1,000
17,500
15 Santa Clara Stadium Authority Budget Status Reports
Operating Budget

With 75% of the fiscal year complete, total operating revenues for the third quarter of the 2023/24 Fiscal Year were $52.8 million representing 81% of the overall budget for revenues. During the current reporting period, the Stadium Authority collected $ 12.2 million in SBL proceeds or 97% of what was budgeted. All SBL proceeds are to be transferred to the debt service fund per applicable loan agreements. Stadium Authority also recognized $19.9 million in rent from StadCo, $11.5 million in NFL Ticket Surcharge, $3.7 million in Naming Rights, $3.1 million in interest, $1.6 million in Non-NFL ticket surcharge, and $408,000 in sponsorship (STR) revenue all of which are expected to meet budget this fiscal year.

Total Operating expenses wer e $16.4 million, or 70% of the annual budget. Shared Stadium Manager expenses were at 74% of the budget, or $ 10.3 million of the $ 13.9 million budgeted amount and SBL Sales and Service expenses were 75% of the budget or $1.7 million. The Stadium Authority pays for all utility costs from February 1 st through July 31st and the tenant (StadCo) pays for utility costs from August 1 st through January 31st (Tenant Season). Therefore, utility costs are 67% of the budget for the year, or $927,000. The current period covers 67% (four out of the six months) that the Stadium Authority is responsible for utility costs. Lastly, Stadium Authority G&A costs were tracking below budgeted levels at $2.0 million or 50% of the budget.

On August 31, 2022, the Stadium Authority e ntered into a settlement agreement with StadCo and ManCo over disputes regarding the operating and management expenses, shared expenses, and capital expenditures that were previously withheld. As part of the settlement, the Stadium Authority agreed to time ly pay for the budgeted expense for its share of Shared Stadium Manager expenses and other expenses for the current fiscal year, with Stadium Authority reserving all rights to confirm or dispute charges paid. This settlement does not include Stadium Authority making payments to StadCo for NFL public safety costs and NFL-SBL buffet costs, which are part of the parties’ pending arbitrations.

Additional details are shown in Table 10.
16 Table 10

Budget to Budget to
Amended(1)
YTD Actual % Final YTD Actual %
Budget Actuals Difference Received Budget Actuals Difference Received Revenue
NFL Ticket Surcharge 12,178,000$ 11,523,355$ 654,645$ 95% 11,367,000$ 10,382,333$ 984,667$ 91% SBL Proceeds 12,589,000 12,174,685 414,315 97% 24,528,000 14,461,534 10,066,466 59% Interest 1,249,000 3,164,880 (1,915,880) 253% 1,037,000 890,282 146,718 86% Net Revenues from Non-NFL Events 4,500,000 - 4,500,000 0% 7,262,000 - 7,262,000 0% Naming Rights 7,602,000 3,744,699 3,857,301 49% 11,016,000 7,271,260 3,744,740 66% Sponsorship Revenue (STR) 475,000 407,523 67,477 86% 405,000 310,643 94,357 77% Rent 24,762,000 19,946,500 4,815,500 81% 24,762,000 19,395,900 5,366,100 78% Senior & Youth Program Fees 234,000 216,108 17,892 92% 250,000 218,661 31,339 87% Non-NFL Event Ticket Surcharge 1,296,000 1,592,360 (296,360) 123% 1,284,000 1,279,112 4,888 100% Other Revenue - 70,043 (70,043) NA - - - NA Total Revenue 64,885,000$ 52,840,153$ 12,044,847$ 81% 81,911,000$ 54,209,725$ 27,701,275$ 66% Budget to Budget to
Amended(1)
YTD Actual % Final YTD Actual %
Budget Actuals Difference Used Budget Actuals Difference Used Expenses
Shared Stadium Manager Expenses
Stadium Operations 4,550,000$ 3,397,116$ 1,152,884$ 75% 3,827,196$ 2,870,397$ 956,799$ 75% Engineering 2,694,000 2,012,044 681,956 75% 2,488,872 1,866,654 622,218 75% Guest Services 645,000 482,636 162,364 75% 586,968 440,226 146,742 75% Groundskeeping 650,000 488,944 161,056 75% 497,556 373,167 124,389 75% Security 1,564,000 1,174,386 389,614 75% 1,626,828 1,220,121 406,707 75% Insurance 3,327,000 2,495,378 831,622 75% 3,230,000 2,422,698 807,302 75% Stadium Management Fee 516,515 255,370 261,145 49% 253,000 - 253,000 0% Shared Stadium Mngr Exps Subtotal 13,946,515$ 10,305,874$ 3,640,641$ 74% 12,510,420$ 9,193,263$ 3,317,157$ 73% Other Operating Expenses
SBL Sales and Service 2,333,000$ 1,749,936$ 583,064$ 75% 2,089,000$ 1,566,693$ 522,307$ 75% Senior & Youth Fees (paid to City) 234,000 216,108 17,892 92% 250,000 218,661 31,339 87% Ground Rent (paid to City) 495,000 495,000 - 100% 460,000 460,000 - 100% Performance Rent (paid to City) - - - NA - - - NA Discretionary Fund Expense 250,000 - 250,000 0% 1,300,000 - 1,300,000 0% Utilities 1,391,000 927,030 463,970 67% 1,444,000 962,496 481,504 67% Use of StadCo Tenant Improvements 121,065 116,402 4,663 96% 82,000 72,819 9,181 89% Stadium Authority G&A 3,919,900 1,957,998 1,961,902 50% 4,205,000 1,609,427 2,595,573 38% Naming Rights Commission 94,000 93,618 382 100% 91,000 90,891 109 100% Legal Contingency - - - NA 89,011 - 89,011 0% Other Expenses 734,000 550,191 183,809 75% 723,000 490,093 232,907 68% Other Operating Expenses Subtotal 9,571,965$ 6,106,283$ 3,465,682$ 64% 10,733,011$ 5,471,080$ 5,261,931$ 51% Total Expenses 23,518,480$ 16,412,157$ 7,106,323$ 70% 23,243,431$ 14,664,343$ 8,579,088$ 63% Transfers Out
Debt Service 25,457,000$ 17,297,708$ 8,159,292$ 68% 46,341,580$ 26,229,762$ 20,111,818$ 57% Capital Expenditures Reserve 3,915,000 - 3,915,000 0% 3,801,000 - 3,801,000 0% Discretionary Fund Reserve - - - NA 642,000 352,850 289,150 55% Operating Reserve - - - NA 7,702,000 - 7,702,000 0% Renovation/Demolition Reserve - - - NA 7,031,000 - 7,031,000 0% Total Transfers Out 29,372,000$ 17,297,708$ 12,074,292$ 59% 65,517,580$ 26,582,612$ 38,934,968$ 41% Changes in Reserves
Discretionary Fund Reserve 648,000$ -$ 648,000$ 0% -$ 639,556$ (639,556)$ NA Legal Contingency - - - NA - - - NA Legal Contingency Reserve - Buffet Costs 1,077,000 - 1,077,000 0% 2,075,070 - 2,075,070 0% Legal Contingency Reserve - Public Safety Costs 2,002,500 - 2,002,500 0% 3,401,000 - 3,401,000 0% Operating Reserve 600,000 - 600,000 0% - - - NA Renovation/Demolition Reserve 5,517,420 - 5,517,420 0% - - - NA Stadium Funding Trust Reserve (1,742,086) - (1,742,086) 0% - - - NA Unrestricted (347,900) - (347,900) 0% (12,326,081)$ -$ (12,326,081)$ 0% Total Change in Reserves 7,754,934$ -$ 7,754,934$ NA (6,850,011)$ 639,556$ (7,489,567)$ -9% (1)Adjustments include previously approved budget amendments through February 6, 2024.

Santa Clara Stadium Authority
Operating Budget Status Report
For the Period Ending December 31, 2023 and 2022
Period Ending December 31, 2022Period Ending December 31, 2023 17 Operating Budget – Recommended Budget Adjustments
From time to time, budget adjustments may be necessary to align revenues or expenditures to actual or unexpected activity during the course of a fiscal year, known after the adoption of the Stadium Authority Budget.

On March 7, 2023, the Stadium Authority Board adopted the Santa Clara Stadium Authority FY 2023/24 Operating, Debt Service, and Capital Budget. Subsequent budget amendments were also adopted on November 14, 2023 and February 6, 2024 . The following budget adjustments are recommended based on FY 2023/24 projected actuals reported in the proposed FY 2024/25 Operating, Debt Service, and Capital Budget which will go to the Board for adoption on March 12, 2024.

1) Senior and Youth Program Fees – Two (2) additional NFL playoff games were held at Levi’s Stadium beyond the ten (10) regular season games resulting in the collection of additional Senior and Youth Program Fees (based on $0.35 per NFL game ticket). It is projected that the Stadium Authority will collect $250,000 of Senior and Youth Program Fees which is $16,000 higher than budgeted. A budget adjustment is needed to reflect the increase in the payment to the City’s’ General Fund by $16,000.

2) Use of StadCo Tenant Improvements – The Stadium Authority is charged fees for the use of StadCo assets during Non -NFL events. Use of StadCo Tenant Improvements is projected to be higher than anticipated by $ 11,935. A budget adjustment is needed to reflect the increase in Use of StadCo Tennant Improvements of $11,935.

Additional details are shown in Table 11.
18 Table 11

Santa Clara Stadium Authority
2023/24 Operating Budget Adjustment

Item
#
Line Item Source of
Funds
Use of
Funds
Explanation
1 Senior and Youth Program
Fees
16,000 This action increases the
Operating Budget for the
Senior and Youth Program
Fees by $16,000 due to
higher anticipated number
of NFL tickets sold.
1 Senior and Youth Fees (paid
to City)
$16,000 This action increases the
Operating Budget for the
Senior and Youth Fees
(paid to City) by $16,000
due to higher anticipated
number of NFL tickets sold.
2 Use of StadCo Tenant
Improvements
$11,935 This action increases the
Operating Budget for the
Use of StadCo Tenant
Improvements by $11,935.

Stadium Authority made
use of more StadCo
Tenant Improvements
during Non-NFL events
than anticipated.
2 Ending Fund Balance –
Renovation/Demolition
Reserve
$(11,935) This action decreases the
Renovation/Demolition
Reserve to offset action
taken for the Use of StadCo
Tenant Improvements. Any
increase in revenues and
expenses will impact the
projected amount in the
Renovation/Demolition
Reserve since this is the
current bucket being filled
by current year excess
revenues.

Total $16,000 $16,000

19 Debt Service Budget
The Stadium Authority’s FY 2023/24 debt service revenue budget of $2.7 million represents anticipated contributions from the Community Facilities District (CFD). The CFD levies and collects a special hotel tax on hotel rooms within the CFD. All collections from the special CFD hotel taxes are contributed to Stadium Authority to pay down the CFD Advance. The CFD Advance is payable solely from amounts received by the Stadium Authority from the CFD. During the first t hree quarters, $ 2.6 million was contributed by the CFD, or 97% of the annual budget. Of this amount, $ 2.0 million was collected and used to pay down the CFD Advance.

Total Stadium Authority debt service expenses for the current reporting period were $25.1 million, or 90% of the budgeted amount. The debt service expenses for the CFD Advance and the Term A Loan were $2.1 million and $23.0 million, respectively.

As of December 31, 2023, the total outstanding amount of Stadium Authority debt had declined to $229.0 million. This is a reduction in principal of $16.3 million from the March 31, 2023 outstanding debt amount of $245.3 million.

Additional details are shown in Tables 12 and 13 and Chart 1.

20 Table 12

Budget to Budget to
Amended(1)
YTD Actual % Final YTD Actual %
Budget Actuals Difference Received Budget Actuals Difference Received Revenue
Contribution from CFD 2,696,000$ 2,627,897$ 68,103$ 97% 2,323,000$ 1,852,202$ 470,798$ 80% Total Revenues 2,696,000$ 2,627,897$ 68,103$ 97% 2,323,000$ 1,852,202$ 470,798$ 80% Transfers In
Transfers In from Operating 25,457,000$ 17,297,708$ 8,159,292$ 68% 46,341,580$ 26,229,762$ 20,111,818$ 57% Total Transfers In 25,457,000$ 17,297,708$ 8,159,292$ 68% 46,341,580$ 26,229,762$ 20,111,818$ 57% Budget to Budget to
Amended(1)
YTD Actual Final YTD Actual
Budget Actuals Difference % Used Budget Actuals Difference % Used Expenses
CFD Advance 2,379,000$ 2,092,967$ 286,033$ 88% 2,241,000$ 1,662,756$ 578,244$ 74% Term A Loan 25,457,000 22,957,359 2,499,641 90% 25,494,000 22,801,072$ 2,692,928 89% StadCo Subordinated Loan - - - NA 20,847,580 1,653,713$ 19,193,867 8% Total Expenses 27,836,000$ 25,050,326$ 2,785,674$ 90% 48,582,580$ 26,117,542$ 22,465,038$ 54% (1)Adjustments include previously approved budget amendments through February 6, 2024.

Debt Service Budget Status Report
For the Period Ending December 31, 2023 and 2022
Period Ending December 31, 2022
Santa Clara Stadium Authority
Period Ending December 31, 2023
21 Table 13

Chart 1

Type of Indebtedness Interest Rates
Outstanding as of
March 31, 2023 Net Change
Outstanding as of
December 31, 2023
Stadium Funding Trust Loan:

Term A Loan 5.00% 215,415,240$ (15,459,000)$ 199,956,240$ StadCo CFD Advance 5.73% 29,859,497 (815,357) 29,044,140 Total $ 245,274,737 $ (16,274,357) $ 229,000,380 Period Ending December 31, 2023
Santa Clara Stadium Authority
Debt Summary Report
$-
$100
$200
$300
$400
$500
$600
$700
Mar 2012 Mar 2013 Mar 2014 Mar 2015 Mar 2016 Mar 2017 Mar 2018 Mar 2019 Mar 2020 Mar 2021 Mar 2022 Mar 2023 Dec 2023 Total Outstanding Debt (in millions)
Construction Loan StadCo Agency Advance Term B Loan
Term A Loan StadCo CFD Advance StadCo Subordinated Loan $41.1
$396.1
$653.4
$561.6
$464.7
$429.8
$382.7
$325.3$340.2
$296.8 $280.3
$245.3 $229.0
• • • • • •
22 Debt Service Budget – Recommended Budget Adjustments From time to time, budget adjustments may be necessary to align revenues or expenditures to actual or unexpected activity during the course of a fiscal year, known after the adoption of the Stadium Authority Budget.

On March 7, 2023, the Stadium Authorit y Board adopted the Santa Clara Stadium Authority FY 2023/24 Operating, Debt Service, and Capital Budget. Subsequent budget amendments were also adopted on November 14, 2023 and February 6, 2024 . The following budget adjustments are recommended based on FY 2023/24 projected actuals reported in the proposed FY 2024/25 Operating, Debt Service, and Capital Budget which will go to the Board for adoption on March 12, 2024.

1) Contribution from CFD - Due to a continued improvement in the economy post COVID, hotel stays have been higher than anticipated, therefore CFD revenue is projected to be higher which allows for additional debt payment on the CFD Advance. A budget adjustment of $521,000 is needed to reflect the increase in Contribution from CFD and the paydown of the CFD Advance.

Additional details are shown in Table 14.

Table 14

Santa Clara Stadium Authority
2023/24 Debt Service Budget Adjustment

Item # Line Item Source of
Funds
Use of
Funds
Explanation
1 Contribution from CFD $521,000 This action increases the Contribution from CFD due to
higher anticipated CFD revenues.
1 CFD Advance
Expense
$521,000 This action increases the Debt
Service Budget for the debt
payment of the CFD Advance by
$521,000. The expenditure for
CFD Advance increased due to
higher anticipated CFD revenues
that will fund the pay down of
debt.

Total $521,000 $521,000

23 Capital Improvement Project (CIP) Budget

As part of the Capital Expense (“CapEx”) Plan, the following projects have been completed as of the current reporting period:
 Blackline Combustible Gas Indicators
 Cooling Towers
 LED Retrofit Project – Exterior Luminaire Light Fixtures  Lucas CPR Assist Device
 Mobile Security Closed Circuit Television Pop Up Trailers  Security Control Situation Room Enhancements
 Variable Frequency Drive(s)

The following projects were underway during the current reporting period:
 Aesthetic Improvements – Premium Areas/Special Event Spaces  Beverage Distribution System
 Bowl Camera Upgrade/Refurbishment
 CO2 Monitoring & Sensors for Code Compliance
 Concessions Cart Cabling for Portable Carts
 Concrete Replacements
 Enhance Stadium Security Coverage
 General Areas/Coating Main Deck
 High Voltage (480V Electrical Power Study, Assessments a nd Replacements – Phase 2
 High Voltage (Primary Main Switch Gear Transformer, Battery & 12KV Main Circuit Breakers)
 Main Kitchen Equipment
 Medixsafe Narcotics Safe
 Overhead Doors, Motors, Sensors and Track Replacements  New Seating – Bowl Padded Seat Replacement Project
 Replacement of end of life IT Network equipment
 Smoke Evacuation System – Fire Smoke Curtain Replacement  Stadium Event Signage
 Updated Stadium Wayfinding Signage
 Women’s Locker Room

The CIP Budget increased from $20.5 million to $2 1.0 million in the current reporting period due to a budget amendment that was adopted on November 14, 2023 . A total of $5.9 million has been spent during the first three quarters of FY 2023/24, which amounts to 28% of the budget. The main reason that this is below budget is due to the timing of activity for Capital Expenditure projects. There has also been no activity on warranty work which makes up 7% of the CIP Budget.

On August 31, 2022, the Stadium Authority entered into a s ettlement agreement with StadCo and ManCo over disputes regarding the operating and management expenses, shared expenses, and capital expenditures that were previously withheld. As part of the settlement, in regard to Capital Expenditures, the Stadium Authority agreed to discontinue the temporary practice of withholding payment for Capital Expenditures subject to the 24 review and approval of the prevailing wage documentation by Stadium Authority’s labor law compliance consultant. Under the Settlement Agreemen t, ManCo further confirmed its obligation to comply with applicable laws, including Prevailing Wage Laws, and ManCo also implemented its new internal Prevailing Wage Laws compliance policy and procedures. Accordingly, the Stadium Authority will process the invoice payments as they come in.

Additional details are shown below in Table 15.
25 Table 15

Budget to Budget to
Amended(1)
YTD Actual Final YTD Actual
Budget Actuals Difference %
Received Budget Actuals Difference %
Received
Revenue
Interest -$ 57,942$ (57,942)$ NA -$ -$ -$ NA Total Revenue -$ 57,942$ (57,942)$ NA -$ -$ -$ NA Transfers In
Transfers In from Operating 3,915,000$ -$ 3,915,000$ 0% 3,800,310$ -$ 3,800,310$ 0% Total Transfers In 3,915,000$ -$ 3,915,000$ 0% 3,800,310$ -$ 3,800,310$ 0% Budget to Budget to
Amended(1)
YTD Actual Final YTD Actual
Budget Actuals Difference % Used Budget Actuals Difference % Used Expenses
Construction 11,186,220$ 4,678,782$ 6,507,438$ 42% 14,034,892$ 1,711,691$ 12,323,201$ 12% Equipment 7,372,196 1,199,511 6,172,685 16% 6,602,240 618,029 5,984,211 9% Contingency & Misc 903,052 5,708 897,344 1% 962,743 - 962,743 0% Stadium Warranty Related Construction 1,528,202 - 1,528,202 0% 1,528,202 - 1,528,202 0% Total Expenses 20,989,670$ 5,884,001$ 15,105,669$ 28% 23,128,077$ 2,329,720$ 20,798,357$ 10% (1)Adjustments include previously approved budget amendments through February 6, 2024.

CIP Budget Status Report
For the Period Ending December 31, 2023 and 2022
Period Ending December 31, 2022
Santa Clara Stadium Authority
Period Ending December 31, 2023
26 City of Santa Clara Net General Fund Impact
During the current reporting period there was a total of $ 1.4 million that was contributed to the General Fund as shown in Table 16. This section of the report also provides information on General Fund revenue and expenditure impacts resulting from the stadium.

Table 16

Public Safety and Administrative Cost Reimbursement
As described in earlier sections of this report, costs incurred by the City on NFL and Non- NFL events are tracked and billed to ManCo. Reimbursement is monitored and included in this report. An estimated total of $3.3 million in public safety costs were incurred in support of Non -NFL events that were held at Levi’s ® Stadium in the current reporting period.

These reimbursements come from a combination of payments from ManCo and the offsite parking fees that were collected. The City has not received the reimbursements as of the date of this report.

Public safety costs for NFL events continue to be above the annual public safety cap.

Pursuant to the Amended and Restated Lease, the Stadium Authority was in discussion with StadCo to adjust the annual public safety cap to reflect the true cost of service, which is higher than the cap. An adjustment to the public safety cap is one of the outstanding claims that is currently at issue in the public safety costs arbitration with StadCo. As of the date of this report , ManCo, on behalf of StadCo, has paid outstanding FY 2022/23 NFL public safety costs for NFL events under protest, pending the public safety cost arbitration.

In addition to public safety costs, administrative costs are also tracked and billed to the Stadium Authority. These include the cost of providing overall stadium management, financial, human resource, legal, and other services to the Stadium Authority. Through the third quarter of FY 2023/24, a total of $1.3 million of administrative costs were incurred by the General Fund, which have been reimbursed to the City.

Ground Rent 495,000$
Performance Rent -
Senior and Youth Fee 216,108
Sales Tax 657,763
1,368,872$
City of Santa Clara
Net General Fund Impact
For Stadium Authority
Total Net General Fund Impact
Period Ending December 31, 2023
27 Rents and Senior and Youth Fee
As noted above, the City’s General Fund collected ground rent of $495,000. Additionally, the Senior and Youth Fee generated $216,000, of which the entire amount was forwarded to the City in support of senior and youth programs. The Stadium Authority expects to pay the City an additional $16,000 in Senior and Youth Fee before the end of the fiscal year for the two additional playoff games held. See the Glossary for more information on these revenues and how they are calculated.

Other Revenue Impacts
General Fund sales tax, property tax, and transient occupancy tax (TOT) collections have benefited from the direct and indirect economic activity related to stadium events.

Food and beverage concession sales and merchandise sales at Levi’s ® Stadium are taxable, resulting in sales tax revenue for the City. The last three quarters of sales tax collections from Levi’s® Stadium transactions generated $658,000 for the City’s General Fund. In addition to the direct sellers at the Stadium, other businesses in Santa Clara are benefiting from the influx of people coming to attend one or more events at Levi’s® Stadium, resulting in potentially more sales tax collections for the General Fund.

In accordance with State Law, StadCo must pay possessory interest property tax based on their lease of Levi’s® Stadium from the Stadium Authority. This revenue is collected by the c ounty and placed into the Redevelopment Property Tax Trust Fund (RPTTF).

Amounts remaining in the RPTTF after paying any enforceable obligations of the Successor Agency are distributed to taxing entities in the same proportion as secured property taxes. The City’s proportion is approximately 10%.

Many stadium events bring travelers to the region, resulting in hotel stays which generate TOT collections for the City’s General Fund. Although it is impossible to say exactly what portion of the City’s TOT collections is due to the stadium, it is clear that hotels both inside and outside the City have benefited, resulting in increases in TOT collections in Santa Clara and our neighboring cities.
28 Glossary
This section of the report provides details behind key terms that are used in the body of this report.

Discretionary Fund – This is funded by half of the Non -NFL ticket surcharge (see Non - NFL Event Ticket Surcharge on Page 30) and has been used to cover NFL public safety costs above the public safety cost threshold in the first three fiscal years of operation and other items at the Stadium Authority’s discretion. Stadium Authority has been building this fund pending the outcome of the ongoing public safety cost litigation. Stadium Authority may transfer up to half of the balance of the Discretionary Fund over $1.0 million from the Discretionary Fund to the City’s General Fund if (1) adequate provision has been made for the replacement of and upgrades to capital improvements contemplated under the Public Safety Plan and (2) an equal amount is transferred from the Discretionary Fund to Stadium Authority’s operating fund to be included as Stadium Authority Revenue. (Source: The Amended and Restated Stadium Lease Agreement).

Ground Lease –The City has agreed to lease the land under Levi’s® Stadium to Stadium Authority for an initial term of 40 years. The fixed ground rent schedule is noted on the following page for the 40-year initial term. (Source: Ground Lease Agreement) .

29 Table 17

Net Non -NFL Event Revenue – ManCo provides management services for Levi’s ® Stadium year-round. As such, ManCo is responsible for booking and scheduling all Non- NFL events on behalf of Stadium Authority. ManCo is required by the agreement to maintain complete and accurate books and records relating to the net income from the Non-NFL events. Those records are reviewed by Stadium Authority staff and/or outside consultants and audited by an independent auditor. After the completion of the fiscal year, the net revenues are paid to Stadium Authority by ManCo. (Source: Stadium Management Agreement)

Lease Year Fiscal Year
Annual Fixed
Ground Rent
Cumulative
Total
1 2014/15 180,000$ 180,000$
2 2015/16 215,000$ 395,000$
3 2016/17 250,000$ 645,000$
4 2017/18 285,000$ 930,000$
5 2018/19 320,000$ 1,250,000$
6 2019/20 355,000$ 1,605,000$
7 2020/21 390,000$ 1,995,000$
8 2021/22 425,000$ 2,420,000$
9 2022/23 460,000$ 2,880,000$
10 2023/24 495,000$ 3,375,000$
11 2024/25 1,000,000$ 4,375,000$
12 2025/26 1,000,000$ 5,375,000$
13 2026/27 1,000,000$ 6,375,000$
14 2027/28 1,000,000$ 7,375,000$
15 2028/29 1,000,000$ 8,375,000$
16 2029/30 1,100,000$ 9,475,000$
17 2030/31 1,100,000$ 10,575,000$
18 2031/32 1,100,000$ 11,675,000$
19 2032/33 1,100,000$ 12,775,000$
20 2033/34 1,100,000$ 13,875,000$
21 2034/35 1,200,000$ 15,075,000$
22 2035/36 1,200,000$ 16,275,000$
23 2036/37 1,200,000$ 17,475,000$
24 2037/38 1,200,000$ 18,675,000$
25 2038/39 1,200,000$ 19,875,000$
26 2039/40 1,300,000$ 21,175,000$
27 2040/41 1,300,000$ 22,475,000$
28 2041/42 1,300,000$ 23,775,000$
29 2042/43 1,300,000$ 25,075,000$
30 2043/44 1,300,000$ 26,375,000$
31 2044/45 1,400,000$ 27,775,000$
32 2045/46 1,400,000$ 29,175,000$
33 2046/47 1,400,000$ 30,575,000$
34 2047/48 1,400,000$ 31,975,000$
35 2048/49 1,400,000$ 33,375,000$
36 2049/50 1,500,000$ 34,875,000$
37 2050/51 1,500,000$ 36,375,000$
38 2051/52 1,500,000$ 37,875,000$
39 2052/53 1,500,000$ 39,375,000$
40 2053/54 1,500,000$ 40,875,000$
30 NFL Ticket Surcharge – The Forty Niners Football Company, LLC (the Team) collects a 10% NFL ticket surcharge on the price of admission to all NFL games occurring in Levi’s® Stadium on behalf of Stadium Authority. (Source: Amended and Restated Non-Relocation Agreement)

Non-NFL Event Ticket Surcharge – Promoters or sponsors of any ticketed Non -NFL event that is held at Levi’s® Stadium are required to collect a $4 per ticket surcharge on behalf of Stadium Authority. One -half of this surcharge that is paid to Stadium Authority covers general stadium operations and the other half funds the Stadium Authority Discretionary Fund. (Source: Amended and Restated Stadium Lease Agreement)

Offsite Parking Fees – Parking lot operators who wish to operate a parking lot for sports or entertainment venues are required to go through the City’s permitting process. If approved, per the City’s Municipal Fee Schedule, these operators remit an offsite parking fee for each car that is parked for sports or entertainment events. This fee is designed to recover the public safety costs associated with these permitted offsite parking lots.

Therefore, when invoicing for NFL or Non -NFL public safety costs for a particular event held at Levi’s® Stadium, the offsite parking fee that is collected for said event partly offsets the total public safety costs owed for that event. In the City’s FY 202 3/24 (July 1, 2023 through June 30, 2024) the offsite parking fee is $6.44.

Performance-Based Rent – Stadium Authority pays the City performance-based rent on top of the fixed ground rent. The basic calculation for the performance-based rent is fifty percent (50%) of the net income from Non-NFL events for any given lease year less the sum of Performance-Based Rent Credits. The Performance-Based Rent Credits include (1) fifty percent (50%) of the fixed ground rent for the current lease year, (2) the amount, if any, that the Public Safety Costs exceed the Public Safety Cost Threshold for the current lease year, (3) following the Tax Allocation Termination Date, the amount of Received Possessory Interest Tax (PIT), and (4) the amount of any credit for Disproportionate Taxes for the current lease year. (Source: Ground Lease Agreement & Amended and Restated Stadium Lease Agreement)

Public Safety Costs – For each NFL and Non -NFL event held at Levi’s ® Stadium, a public safety plan is developed and implemented. Multiple City departments provide staffing, materials, and supplies to support the public safety plan. Services are provided through a combination of City staff, contracts with other agencies (California Highway Patrol, County Sheriff’s Office, and City of Sunnyvale) and some vendor provided services.

The Amended and Restated Stadium Lease Agreement section 7.5 states that the tenant is responsible for reimbursing the City for the public safety costs attributed to NFL events at Levi’s® Stadium. Additionally, Article 5 of the Stadium Management Agreement notes that ManCo is responsible for paying Non-NFL event expenses on behalf of the Stadium Authority. Therefore, the cost of providing public safety services are tracked through the City’s financial system and invoices are sent to ManCo. All of these costs are reimbursed to the City of Santa Clara.

31 Senior and Youth Program Fees – During the lease terms, StadCo collects City of Santa Clara Senior and Youth Program Fees on behalf of Stadium Authority. The fee is $0.35 per NFL game ticket up to a maximum of $250,000 per lease year. (Source:

Amended and Restated Stadium Lease Agreement)

Stadium Management Fee – ManCo receives an annual base management fee to manage Levi’s® Stadium. The fee was $400,000 in the first lease year and increases by 3% annually. This annual base management fee is split 50/50 between StadCo and Stadium Authority since ManCo manages the Stadium year -round for both entities. In addition to the base management fee, ManCo receives a stadium marketing and booking fee (incentive fee) which is based on a percentage of the amount that the net income from Non-NFL events exceeds the marketing and booking fee benchmark. (Source: The Stadium Management Agreement)

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-236 Agenda Date: 3/19/2024

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Stadium Manager’s Request to Approve a Second Amendment to the Agreement with ABM Industry Group, LLC for Janitorial Services at Levi’s Stadium to Extend the Term, Increase Compensation Rates, and Ratify the Previous Administrative Exercise of Contract Option

BOARD PILLAR
Ensure Compliance with Measure J and Manage Levi’s Stadium

BACKGROUND
As the Stadium Manager of Levi’s Stadium, Forty Niners Stadium Management Company LLC is responsible for maintaining “the Stadium in the Required Condition and operate the Stadium as a quality NFL and multi-purpose public sports, public assembly, exhibit and entertainment facility” as required by the Stadium Management Agreement between the Stadium Authority, Forty Niners SC Stadium Company, LLC (StadCo), and Stadium Manager.

As described in an April 4, 2017 report to the Stadium Authority Board, the Stadium Manager conducted a Request for Proposal (RFP) process for janitorial services for pre-event, event, and post -event services as well as routine non-event day cleaning for the Stadium and invited six janitorial firms to participate. Two of the six companies attended a mandatory pre-proposal meeting, but one firm withdrew from the bidding process. As such, ABM was selected for being the only firm to complete the RFP process. ABM provided janitorial services for the Stadium for three years before the RFP process in 2017.

On April 4, 2017, the Stadium Authority Board adopted Resolution No. 17-1 that consented to a service agreement between the Stadium Manager and ABM Industry Group, LLC (ABM) for janitorial and building maintenance services at Levi’s Stadium (Agreement). The Agreement had an initial term of five (5) years that ended on March 31, 2022 and included an option to extend the agreement for an additional two years (Attachment 1) at the discretion of the Stadium Manager. A First Amendment to the Agreement was also noted and filed on the same day to include the Stadium Authority in Exhibit C - Insurance Requirements (Attachment 2). On December 10, 2021, the Stadium Manager exercised the option to extend the agreement with ABM for an additional two years, which will end on March 31, 2024 (Attachment 3).

The Stadium Manager began working on developing a new solicitation in August 2023 and had planned to issue it in January 2024; however, due to the Forty Niners’ post-season games and the Stadium Manager’s preparation of their FY 2024/25 budget submittal, the Stadium Manager plans to issue a formal solicitation for janitorial services and bring forth a recommendation for a new janitorial services agreement in June 2024.

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In the meantime, the Stadium Manager is requesting approval to execute a Second Amendment to the Agreement with ABM to extend the agreement on a month-to-month basis, beginning April 1, 2024, for up to six months and to formally increase compensation rates to those reflected in Exhibit B (Attachment 4). The proposed Second Amendment provides the Stadium Manager the right to terminate the agreement with thirty days advance notice to the vendor.

A Recommendation Memo was submitted describing the Stadium Manager’s request and plans to implement a new solicitation in more detail (Attachment 5).

DISCUSSION
Janitorial services are critical to the ongoing operation of Levi’s Stadium and are used year-round for daily cleaning services; annual deep cleaning; cleaning at seating bowl events and games which consists of pre-event, event, and post-event cleaning when the seating bowl is utilized for the event; cleaning at catered events such as proms, parties, and receptions; and for ancillary services such as parking lot cleaning, and window washing.

As noted above, the Agreement had an initial term of five (5) years that ended on March 31, 2022 and included an option to extend the agreement for an additional two years. On December 10, 2021, the Stadium Manager exercised the option to extend the agreement with ABM for an additional two years, which will end on March 31, 2024. The Stadium Manager’s exercise of the option was done administratively, and therefore did not come before the Stadium Authority Board for approval.

On October 8, 2019, the City Council approved Ordinance No. 2005 amending Chapter 17.30 of the Santa Clara City Code (Stadium Authority Procurement Policy), which rescinded the delegation to the Executive Director to enter into agreements without prior Board approval. On March 21, 2023, the City Council adopted Ordinance No. 2058 further amending Chapter 17.30 to provide the Executive Director with signature authority to execute contracts up to $100,000 in allocated value to the Stadium Authority. In general, the Stadium Manager has the authority to execute contracts only insofar as the Executive Director has such authority.

As a part of staff’s oversight process, staff requested additional detail on the Stadium Manager’s extension of the two-year extension on December 10, 2021. In response, the Stadium Manager provided the following explanation: “the agreement approved by SCSA Board in 2017 gave Stadium Manager the ‘sole discretion’ to extend the original agreement for one additional 2-year term.” Further oversight discovered that the extension of the term of the Agreement for two years was accompanied by an administrative approval of an increase in the hourly fees associated with the various job categories. Stadium Manager’s explanation for the increase in the hourly fees is described below:

The Stadium Manager confirmed the rates were updated administratively and provided the following information:
“We have been unable to locate the specific documentation for several of the rate adjustments; however, we would note the following factors that have resulted in rate increases for ABM hourly staff.

Rates for hourly workers, such as Day Porters, have increased beyond CPI due to a variety of factors. Coming out of COVID, ABM had to increase pay rates in order to recruit staff. There were a number of factors that caused this upward pressure on wages, including a variety of City of Santa Clara Printed on 3/15/2024Page 2 of 6
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24-236 Agenda Date: 3/19/2024
programs that were implemented during COVID to help workers during the shutdown. You may recall that fast food restaurants were advertising starting wages of nearly $20/hour, and in order to recruit labor, ABM had to compete with those rates. The stadium relies on a large number of hourly workers and many of our vendors, including ABM, increased pay rates beyond CPI, and beyond increases in the minimum wage, in order to recruit staff.

As for the exempt staff positions (Supervisors and Assistant Managers), those rates were increased in 2022 to align with the actual salaries that ABM is paying for those positions. Prior to 2022, ABM’s billing rates were lower than the employee’s pay rate plus benefits. As part of the 2022 extension, those rates were adjusted to align with their actual rates of pay plus benefits, and were approved administratively by the Stadium manager in accordance with the authority under Section 5 of the 2017 ABM agreement approved by the SCSA.” Specific to parking lot cleaning, the Stadium Manager has provided the following information:
“Charges for cleaning the Main Parking Lot are charged to the appropriate stadium event and are reimbursed by the promoter or the 49ers. Cleaning of the parking lot for events requires additional equipment and resources beyond the labor cost, including commercial street sweepers, pump trucks when the lot floods, vehicles and trailers to move totes and trash bins during set up and load out, etc.

The costs for such cleaning are in accordance with a pre-event NTE quote provided by ABM prior to each event and approved by Stadium Manager and/or the promoter. The actual costs for event parking lot cleaning are then invoiced by ABM and are within the pre-approved NTE quote.

This has been the practice since 2015. It’s important for the Stadium Manager and the promoter to have the flexibility to make purchases for a wide variety of event costs at the last minute in order to ensure a successful show. There are often times last-minute adjustments required for major concerts, to handle requests by the artist/promoter, deal with vendors who don’t show up, handle impacts from weather, etc. Since the stadium opened, the SCSA’s position on these types of charges has been that since the costs are passed through to the promoter or the 49ers, there is no need for SCSA involvement in the contracting process.” In addition to the month-to-month extension, the proposed Second Amendment to the Agreement will formally increase compensation rates to those reflected under Exhibit B. Through a review of documentation, it was noticed that the proposed rates are already in effect. The rates for FY 2017/18 through FY 2021/22 and proposed rates for the month-to-month extension are summarized in the table below:

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The proposed rates specified above are union rates but do not include health and wellness charges, which will be billed at cost as applicable.

Staff does not agree with the Stadium Manager’s determination that authority was unambiguously provided under the existing Agreement to exercise the option to extend and increase the rates of compensation, administratively. Further, it is important to note that these actions occurred in 2021 and there has been a transition of Stadium Manager leadership since then. Additionally, the Stadium Management has implemented Standard Operating Procedures (“SOPs”). The Stadium Authority has and will continue to enhance its oversight function to ensure that the Stadium Manager complies with its delegated signature authority, contract management, and procurement regulations.

Since there was ambiguity between the expressed authority granted in the contract, the actual scope of the administrative action taken, and the status of procurement authority granted in the City Code at the time of the exercise of the option, staff recommends that the City Council ratify the exercise of the option and its terms.

Overall, the services provided by ABM are critical for stadium operations and staff recommends approval of the Stadium Manager’s request to execute a Second Amendment to the Agreement with ABM to ensure the continuity of janitorial services until the Stadium Manager completes its janitorial services solicitation and brings forth a new agreement for Board approval. In the interests of transparency, mitigation of potential risk, and to recognize the fact that the Stadium Authority received the benefit of the contract services over the extension term, staff recommends further that the Board ratify the Manager’s exercise of the two-year option, and more specifically the approval of the increased rates.

Such a ratification would be in the best interests of the Stadium Authority to ensure, among other things, continuity of insurance coverage and reliable continuation of contract clauses over the option City of Santa Clara Printed on 3/15/2024Page 4 of 6
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Events
Job Category FY FY FY FY FY Job Category Proposed
17/18 18/19 19/20 20/21 21 /22 Rate
Supervisor $32.48 $32.48 $32.48 $33.10 $33.10 Supervisor/Dispatcher $35.00 Lead/Event Coordinator $31 .65 $31 .65 $31.65 $32.25 $32.25 Lead $33.95 Window & Pressure $24.32 $24.32 $24.32 $24.78 $24.78 Window & Pressure $30.28 Washers Washer
Utility & Compacto r $24.32 $24.32 $24.32 $24.78 $24 .78 Utility & Compacto r $30 .28 Room Room
Parkina Lot Picker $23.28 $23.28 $23.28 $23.72 $23 .72 --- - Suite/Club Staff $22.56 $22.56 $22.56 $22.99 $22.99 Suite/Club Staff $29.46 Sweepe r/Restroom/Trash $19.57 $19.57 $19.57 $19.94 $19.94 Sweepe r/Restroom/Trash $27.63 --- --- --- --- --- --- Parking Lots (Not to $36,380.91 exceed)
--- --- --- --- --- --- Union Health & Wellness Actuals Non-Events
Job Category FY FY FY FY FY Job Category Proposed
17/18 18/19 19/20 20/21 21 /22 Rate
On-Site ManaQer $71.52 $71 .52 $71.52 $72.88 $72.88 On-Site ManaQer $72.88 Assistant ManaQer $46 .25 $46 .25 $46 .25 $47.13 $47 .13 Assistant ManaQer $61 .30 Supervision $32.48 $32.48 $32.48 $33.10 $33.10 Supervisor $46.88 Lead $31.65 $31 .65 $31 .65 $32.25 $32.25 Lead $32.25
Day Porters/General $17.78 $17.78 $17.78 $18.12 $18 .12 Day Porters/General $28.30 Cleaner Cleaner
--- --- --- --- --- --- Union Health & Wellness Actuals 24-236 Agenda Date: 3/19/2024
period. It is important to note that the employees in the various laborer classifications listed below (porter, general cleaner, picker, sweeper) have in fact been performing work pursuant to the exercise of the option for the benefit of the Stadium Authority.

The Stadium Manager is in the process of reviewing the scope of work for the upcoming janitorial RFP and will share a copy with Stadium Authority staff for review prior to the publication.

The Stadium Authority Counsel’s Office has reviewed the proposed Second Amendment to the Agreement for comparison to the Stadium Authority’s customary language. Nothing in the proposed Second Amendment or existing Agreement changes the Stadium Authority’s rights under the Management Agreement and specifically with respect to any dispute that may arise from the Stadium Manager’s obligations under the Management Agreement.

The Stadium Authority reserves all rights to confirm and dispute charges by and payments to the Stadium Manager during a fiscal year-end reconciliation/true-up, including but not limited to changes based on improper allocation, calculation, lack of support, or failure to comply with the Parties’ contracts or California law. The Stadium Authority may raise related questions before the fiscal year- end reconciliation/true-up, which the Stadium Manager agrees to assess and respond to in good faith.

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

FISCAL IMPACT
The Stadium Authority Fiscal Year (FY) 2024/25 Budget contains Shared Stadium Expenses such as Security, Stadium Operations, Engineering, Guest Services, and Groundskeeping. Shared Stadium Expenses are split 50/50 between the Stadium Authority and StadCo per the Stadium Lease. The monthly expense for routine ABM cleaning services performed in shared spaces in the Stadium used by both Stadium Authority and StadCo on non-event days is in the range of $110,000 - $120,000. The Stadium Authority’s portion is approximately $57,500 per month and is budgeted under the FY 2024/25 Shared Stadium Expenses, Engineering line item.

In addition to the Shared Stadium Expense cost described above, the Stadium Authority or event promoter is responsible for these janitorial costs related to services performed for Non-NFL Events.

StadCo is responsible for all costs related to services performed for Tenant’s Exclusive Facilities and NFL events.

COORDINATION
This report has been coordinated with the Stadium Authority Counsel and Treasurer’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 City of Santa Clara Printed on 3/15/2024Page 5 of 6
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24-236 Agenda Date: 3/19/2024
Office at (408) 615-2220, email [email protected] <mailto:[email protected]>.

RECOMMENDATION

1. Ratify the December 10, 2021, exercise of the option by Stadium Manager increasing hourly rates to those reflected in the Proposed Second Amendment to Agreement with ABM Industry Group LLC; and

2. Approve the Stadium Manager’s request to execute a Second Amendment to the Agreement with ABM Industry Group, LLC to formally increase the rate of compensation and extend the term of the agreement, beginning on April 1, 2024, on a month-to-month basis for up to six months until the Stadium Manager enters into a new agreement for janitorial services, subject to the Stadium Authority Board’s approval.

Reviewed by: Chuck Baker, Assistant City Manager
Approved by: Jovan D. Grogan, Executive Director

ATTACHMENTS

1. Agreement with ABM Industry Group, LLC

2. First Amendment to Agreement with ABM Industry Group, LLC

3. Stadium Manager’s Notice to ABM Industry Group, LLC to Exercise 2-Year Extension

4. Proposed Second Amendment to Agreement with ABM Industry Group, LLC

5. Stadium Manager’s Recommendation Memo
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DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN
STADIUM MANAGER.

AND.

ABM INDUSTRY GROUPS, LLC

PREAMBLE
This agreement for the performance of services {"Agreement'') is made. and entered into on this 15th day ofFebruary, 2017, ("Effective Date") by and between ABM INDUSTRY GROUPS, LLC, a Delaware limited liability company, with its principal place· ofbusiness located at 205 Dupont Street, San Jose, CA 95126 ("Contractor"), and the FOR TY NINER$ STADIUM MANAGEMENT COMPANY.LLC, a Delaware limited liability.company C'Stadium Manager''), with its ·principal. place of business located at 4900. Marie P. DeBartolo Way, Santa Clara, CA 95054. Stadium Manager and Contractor may be referred to individually as a "Party" or collectively as the '"Parties" or the "Parties to this Agreement."

RECITALS
A. The CITY OF SANTA CLARA, a municipal corporation ('"City") and the SANTA CLARA STADIUMAUTHORITY; ajoint exercise of powers entity, created through Government Code sections 6500 et seq. (the "Authority"), are parties to that certain Ground Lease dated as of March 28, 2012, as amended by that certain First Amendment to GroundLease (Stadium Site) (as the same may be further amended from time to time, the "Ground Lease"), pursuant to which the Authority leases certain real property from the City upon which the Authority has developed and constructed a multi-purpose stadium (the "Stadiwn").

B~ The Authority and FORTY NINERS SC STADIUM COMP ANY, LLC, a Delaware limited liability company("StadCo''), are parties to that certainAmended and Restated Stadium Lease Agreement dated as of March 28, 2012 as amended and restated as of June 19, 2013 ( as the same may be further amended from time to time, the "Stadium Lease"), pursuant to which StadCo is granted the right dwing the term of the Stadium Lease to use and occupy the Stadium for the operation of an NFL franchise, subject to; and on the basis ·of, the terms, covenants and conditions set forth in the. Stadium Lease.

C. StadCo and FORTY NINERS FOOTBALL COMPANY LLC, a Delaware limited liability company ("Team") are parties to a certain Sublease Agreement dated as of March 28, 2012, as·amended and restated as of June 19, 2013 (as the same may be further amended from time to time, the ''Team Sublease"); pursuant to which, during the temi.oftheTe.µn Sublease, the Team shall play its NFL home games at the Stadium, subject to, and on the basis of, the terms, covenants and conditions set forth in the Team Sublease.

D. The Authority, StadCo, and Stadium Manager are parties to a certain Stadium Management Agreement effective as of March 28, 2012, as amended by that certain First Amendment to Stadium Management Agreement .dated as of November 13, 2012, that.certain Second Amendment to Stadium Management Agreementdated as of May 9, DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001
2013, that certain Third Amendment to Stadium Management Agreement dated as of June 19, 2013, and that certain Fourth Amendment to Stadium Management Agreement dated as of March 18, 2014 (as the same may be,further amended from time to.time, the "Stadium Management Agreement"), pursuant to which the Stadium Manager will manage the operation of the Stadium year-round on behalf of the Authority and StadCo for the term and ort the basis specified in the Stadium Management Agreement.

E. Pursuant to the Stadium Management Agreement, the Stadium Manager is required to manage and maintain the Stadium and, accordingly, desires to secure professional services more fully described.in this Agreement, at Exhibit A, entitled "Scope of Services" (the "Services").

F. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses. and desire to provide the Services of the quality and type which meet objectives and requirements of Stadium Manager.

G. In accordance with the Stadium Management Agreement, the Stadium Manager is authorized to enter into this Agreement on behalf of the Authority and StadCo to engage Contractor to provide the Services; and, accordingly, the Stadium Manager and Contractor desire to enter into this Agreementwhereby Contractor shall have the right to provide, and Contractor agrees to provide, the Services, subject to the terms and conditions of this Agreement, the Ground Lease, the Stadium Lease and the Stadium Management Agreement.

The Parties agree as follows:

AGREEMENT PROVISIONS

1. EMPLOYMENT OF CONTRACTOR.

Stadium Manager hereby employs Contractor to perform the Services. Stadium Manager shall pay for all such Services which are consistent with the terms of this Agreement.

2. SERVICES TO BE PROVIDED.

A. Except as and to the extent expressly set forth in this Agreement, Contractor shall furnish all Services necessary to satisfactorily complete the work required by Stadium Manager at Contractor's.own risk and expense. The Recitals above and all of the exhibits referenced irt this Agreement are attached and are incorporated by this reference.

B. Stadium Manager shall provide, or cause to be provided, during the Term designated office and storage space within the Stadium for use by Contractor.

The location of such office and storage space shall be in the sole discretion of Stadium Manager, and Stadium Manager may direct that the office and storage space be moved to a new locationwithin the Stadium from time to time as it deems necessary.
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C. Except as expressly provided in Section 10 below, Contractor shall be responsible for all costs and expenses incurred in performing the Services, including costs and expenses.of maintaining, repairing and replacing any furniture, fixtures, equipment, or other tangible property and all applicable taxes, staffing (including all managerial and Event staff) and training. As described in greater detail in Section 7 .F hereof, Contractor agrees to fully abide by all sustainability and reuse programs established for or applicable to the Stadium, as each may be modified from time to time following the EffectiveDate.

D. Without limiting the generality of any other provision in this Agreement, Contractor's provision ofthe Services shall be subject to the reasonable prior approval of Stadium Manager acting in conjunction with Contractor, including but not limited to staffing and the manner of Contractor's performance.

Contractor shall not offer exclusivity to any supplier without the prior written approval of Stadium Manager.

E. If at any time, Contractor fails or is otherwise prevented from providing all ot any portion of the Services whether due to a suspension or termination of any licenses or permits or Otherwise; then, in addition to any other right of Stadium Manager, Stadium Manager shall have the right, in its sole discretion, without the payment of arty kind to Contractor, to provide through any available means the Services, or any portion thereof, until such time as Contractor has resumed its provision of the Services. In the event Stadium Manager exercises its rights pursuant to this Section, Contractor shall, and shall cause its employees and the Management Team (as defined in Section 10.D below), to cooperate and assist Stadium Manager in providing the Services.

F. Notwithstanding the foregoing, and subject to any restrictions imposed by the Authority, including pursuant to the Stadium Lease and Stadium Management Agreement, the Stadium Manager and its designated agents reserve the right of access to all areas that Contractor is permitted to access, use and occupy hereunder for purposes of operating, inspecting, maintaining and repairing the Stadium (and all improvements therein· or thereon) and for the purpose of determining whether the terms, covenants and conditions contained in this Agreement are being fully and faithfully observed and performed by Contractor.

Use of any space orproperty that Contractor is permitted to access, use and occupy hereunder for purposes other than the operations to be conducted under this Agreement, without prior written approval of Stadium Manager in its sole discretion, is prohibited. Contractor shall not interfere with any other contractor, licensee·or employee of the Authority; Stadium Manager or any other person ·· working at the Stadium.
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3. COMMENCEMENT OF SERVICES.

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

4. QUALIFICATIONS OF CONTRACTOR - STANDARD OF WORKMANSHIP.

A. Contractor represents and maintains that it has the necessary expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, containedinthis Agreement, and Stadium Manager expressly relies upon Contractor's representations regarding its skills and knowledge. Contractor shall perform such Services and duties and obligations in conformance to and consistent with the professional standards ofa specialist in the same discipline in the State of California.

B. The plans, designs, specifications, estimates, calculations, reports, and other documents furnished under Exhibit A shall be of a quality acceptable to Stadium Manager. To be accepted as provided under this Agreement, any such work shall be a product of neat appearance and shall be well-organized, technically and grammatically correct, and checked, and shall identify the maker and checker.

The minimum standard of appearance, organization, and content of the drawings shall be that used by Stadium Manager for similar projects.

5. TERM OF AGREEMENT.

Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement (the "Term") shall begin.April l, 2017 and terminate on March 31, 2022, provided however, if this Agreement extends beyond a single fiscal year, the Term for subsequent fiscal years shall be conditioned upon approval of the Authority budget for the applicable fiscal year that includes the amounts due under this Agreement. The.Stadium Manager shall have the option, in its sole discretion, to extend the Term for one (1) additional two (2) year period by notifying Contractor in 'Writing of StaditLm Manager's desire to exercise said option(s) not more than one hundred twenty (120) days prior to the expiration of the then-current Term.

6. WARRANTY.

Contractor expressly warrants that all Services covered by this Agreement shall be fit for the purpose intended, shall be free from defect, and shall conform to the specifications, requirements, and instructions upon which this Agreement is based. Contractor agrees to promptly replace or correct any incomplete, inaccurate, or defective Services at no further cost to Stadium Manager when defects are due to the negligence, errors~ or omissions of Contractor. If Contractor fails to promptly correct or replace Services, Stadium Manager 4 DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001
may make corrections or replace Services and charge Contractor for. the cost incurred by Stadium Manager.

7. PERFORMANCE OF SERVICES.

A. Contractor shall perform all Services in an efficient and expeditious manner and shall work closely with and be guided by Stadium Manager. Contractor shall beas fully responsible to StadiUiil Manager for the acts and omissions ofits subcontractors, and of persons either directly or indirectly employed by them, as Contractor_is for the acts and omissions of persons directly employed by it.

Contractor will perform all Services in a safe manner and in accordance with all Applicable.Laws and safety regulations, the policies and procedures issued by the Stadium Manager relating to the Services, the general operating procedures of the Authority, and any and all other applicable rules, regulations, ·policies and direct1ves estabiished or implemented by the Authority and/or Stadium Manager, the designees of either of them, or the NFL, from time to time, including scheduling rules, regµlations and policies, related to the use or operation of the Stadium (collectively, "Stadium Policies"). The term "Applicable Laws" as used in this Agreement shall mean any &tatute, law, treaty, rule, code, ordinance, regulation, permit, interpretation, certificate or order. whether now or hereafter existing, of any Governmental Authority, or any judgment, decision, decree, injunction, writ, order or like action of any court, arbit_rator or other Governmental Authority, whether now or hereafter existing_. The term "Governmental Authority" as used in this Agreement shall mean any federal, state, local or foreign governmental entity, authority or agency, court, tribunal, regulatory commission or other ·body, whether legislative, judicial or executive (or a combination or permutation thereof), and any arbitrator to whom a dispute has been presented under Applicable Laws or by agreement of the Parties with an interest in such dispute.

B. Contractor shall at all times maintain a sufficientnwnber of qualified personnel at. the Stadium and, if applicabl~. the Related Facilities (e.g., offsite parking areas) for the performance of all of Contractor's obligations under this Agreement.

Contractor shall cause the members of the Management Team to attend meetings to be scheduled by Stadium Manager at the Stadium from fimeto -time during the Tenn to review the perfonnance of the Services and to implement Stadium Manager's reasonable recommendations and directives for improving such performance.

C. Contractor's authorized personnel who are scheduled to work at events at.the Stadium ('"Events") shall be provided with ingress to and egress from the Stadium through a gate or gates designated for such purpose by Stadium Manager, without charge, during all days on which Events are held and at all other times necessary to enable Contractor to prepare for Events and fulfill its responsibilities wider this Agreement. Contractor shall be bound by and comply with all rules, policies and _procedures relating to security and acce~s rights, including requirements related to _screening and identification of Contractor's personnel, established from time to 5 DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001
time by Stadium Manager. Nothing herein contained shall be held to limit or qualify the right of the Authority or Stadium Manager to a free and unobstructed use, occupation and control ofthe Stadium and ingress and egress for itself,its lessees and the public.

D. Contractor shall obtain on or before the Commencement Date and shall thereafter maintain throughout the Term, at its cost and in its name, all licenses and permits necessary for the performance of the Services and any and all other licenses and permits required to be obtained by Contractor by the terms of the Stadium Lease.

Stadium Manager shall cooperate with Contractor in connection with applications submitted by Contractor for any and all licenses and permits and renewals thereof.

Contractor shall not submit any application for a permit or license without first providing Stadium Manager a reasonable opportunity to review it. Contractor shall furnish Stadium Manager with copies of such licenses and permits and renewals thereof as are physically maintained at the Stadium, and all other licenses or permits otherwise required under Applicable Laws or this Agreement, and shall surrender all licenses and permits to Stadium Manager upon termination of this Agreement.

E. In the event that Contractor fails to obtain or maintain in full force and effect any material license or permitnecessary for the performance of the Services, including upon a suspension applicable to an Event or revocation thereof, (a) Stadium Manager shall have the right (but no obligation) to perform or have another Person perform the applicable obligation without compensation to Contractor and, whether or not Stadium Manager exercises that right or its termination rights, Contractor shall be responsible to Stadium Manager for the loss of income and all other damages, including consequential and special damages, suffered by Stadium Manager as the result of Contractor's breach of this Agreement, including any loss of income; and (b) Contractor shall be considered in material breach of this Agreement, and Stadium Manager may, in addition to any other rights or remedies it may have, immediately terminate this Agreement.

F. Contractor shall comply in all respects with the Santa Clara Business and Commercial Recycling Program, as the same shall be amended from time to time, and shall, in partnership with Stadium Manager, prepare and implement a plan (the "Waste Reduction and Recycling Plan") that targets 100% diversion of solid waste from all.Events, including composting or other diversion of compostable organics. Contractor shall train its employees in the methods and objectives of the Waste Reduction and Recycling Plan and shall direct and cause its employees to not dispose ofor discharge recyclables, compostables, waste, garbage, refuse or Hazardous Substances in any area in or outside theStadium other than in areas specifically designated therefor. Contractor shall be responsible for expeditiously collecting, separating, recycling, bagging and delivering recyclables, compostables, trash and garbage generated within the Stadium Complex, and Contractor shall cause its employees to deposit such recyclables, compostables, trash and garbage in appropriate containers or equipment in the locations specified by Stadium Manager, whereupon Stadium 6 DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001
Manager shall be responsible for the further delivery and ultimate disposal of such recyclables, compostables, trash and garbage. In addition, Contractor shall separate, compact and recycle the trash generated by Events on non-Event days.

Contractor shall take all action necessary to: (i) ensure that all such recyclables, coinpostables, trash and garbage are placed in bags and/or the appropriate receptacles or other containers (which receptacles and containers shall be provided by Contractor) that are durable for transport and not.easily susceptible to breakage.or leakage, (ii) notify Stadium Manager when the centralized Stadium recyclable, compostable and garbage receptacles are full and need to be emptied, (iii) prevent recyclables, compostables and trash from piling up.arounq the outside of the receptacles and from using the Stadium receptacles in lieu of transferring the recyclables, compostables and trash to the required locations as described herein and (iv) ensure that recyclables, compostables arid trash do not spill out priqr to or during tnµisport. Contractor agrees to and is .fully committed to participating in the separation and recycling of refuse in the Stadium and to minimize the amount of non-recyclable and -non-compostable refuse to be removed from the S"t/:ldium. All recyclable, compostable, trash and garbage receptacles within the areas controlled by Contractor shall be provided by CQntractdr and shall be cleaned and sanitized by Contractor in accordance with the standards reasonably set from time to time by the Authority and/or Stadium Manager, to ensure a consistently high standard of sanitation meeting or exceeding the standards set by the Santa Clara County Public Health Department and/or the City. Contractor will comply with all federal, state and local recycling and composting requirements and such recycling and composting programs implemented from time to time by the· Authority and/or Stadium Manager and all rules and regulations applicable to the Stadium's adherence to, and/or certification by, the Leadership in Energy and Environmental Design (LEED) Green Building Rating System. Contractor shall indemnify Stadium Manager and make Stadium Manager whole for any out of pocket costs inc:urred by Stadium Manager which are solely attributable to any negligence or intentional act or omission of Contractor or any of its employees with respect to the .recycling. or .trash removal program, including the expense of returned or rejected·recyclable, compostable and.trash removals due to mixing or contaminatingthe trash flow in violation of Applicable Laws or specific directives provided to Cpntractor in writ,ing as part of the Stadium• s sustainability and recycling, composting or trash removal programs. Stadi urn Manager will determine the type,· appearance and location of the recyclable, compostable and trashreceptacles.

G. Contractor agrees not to use.Hazardous Substances at the Stadium, except in accordance with Applicable Laws, and agrees to indemnify, defend, and hold the Indemnified Parties hannless for all Losses (as defined in Section 22.A below) arising out of its use,.generation or storage of Hazardous Substances at the Stadium.
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8. MONITORING OF SERVICES.

Stadium Manager may monitor the Services performed under this Agreement to determine whether Contractor's operations conform to Stadium operating policies and directives and to the terms of this Agreement. Stadium Manager may also monitor the Services to be performed to. determine whether the Services are being conducted in accordance with applicable Stadium Policies, National Football League requirements, and Applicable Laws.

9. CORRECTION OF SERVICES.

Contractor agrees to correct any incomplete, inaccurate, or defective Services at no cost to Stadium Manager, when such defects are due to the negligence, errors, or omissions of Contractor. If any action of Contractor constitutes a breach, Stadium Manager may terminate this Agreement pursuant to the provisions described herein.

10. RESPONSIBILITY OF CONTRACTOR.

A. Contractor shall be responsible for the professional quality, technical accuracy, and coordination of the Services furnished by it under this Agreement. Neither Stadium Manager's review, acceptance, nor payments for any of the Services required under this Agreement shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement and Contractor shall be and remain liable to Stadium Manager in accordance with Applicable Laws for all damages to Stadium Manager caused by Contractor failure to perform any of the Services furnished under this Agreement.

B. Any acceptance by Stadium Manager of plans, specifications,. construction contract documents, reports, diagrams, maps, and other material prepared by Contractor shall not in any respect absolve Contractor from the responsibility Contractor has in accordance with customary standards of good professional practice in compliance with Applicable Laws.

C. Contractor shall comply and otherwise abide by, all emergency and security procedures and protocols of the Stadium Manager, the Authority, the City, the Team, the NFL and promoters of Events as the Stadium Manager or such other Persons shall adopt from time to time. Such procedures and protocols may include; without limitation, (i) employee pat-down and screening, (ii) presentment by Contractor's employees of identification cards or badges issued by Stadium Manager, which may include reporting criteria such as bar codes, "Mag Stripes", ''RFID" or other identifier systems; (iii) restricting access to·certain parts of the Stadium to specified employees of Contractor as reasonabiy approved by the Stadium Manager (with respect to security clearance standards); and/or (iv) conduct by Contractor, atits sole expense, of Team-specified ininimum background and such other security.screening checks on all of Contractor 1s employees as the Stadium Manager shall request from time to time, which checks may vary as to job function. Contractor shall be required to use Stadium Manager's 8 DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001
existing time tracking system to verify all employees working the event and to share all information collected (with the exception of any proprietary information) with the Stadium Manager. Contractor shall enroll with the Stadium Manager's existing or successive software requirements (as may be updated as reasonably required by Stadium Manager) and Contractor shall be responsible for all such costs associated with its subscription or enrollment. Contractor shall be responsible for utilizing software provided by Stadium Manager to track completion of scheduled tasks for Events, daily work, or as mutually agreed upon by the Parties.

D. Personnel.
i. Contractor shall hire, employ, train, supervise and discipline any and alL persons necessary to provide the Services in accordance with the terms of this Agreement and shall use its best efforts to ensure that its employees continually practice the high standards of safety, courtesy and service customarily followed in the conduct of a first-class operation. Contractor shall use its best efforts to select qualified, competent and trustworthy employees. Any and all persons who furnish services under this Agreement, whether or not employed by Contractor prior to the Effective Date, are exclusively employees, subcontractors and/or non-affiliated third parties employed by Contractor and are not employees of the Authority, the City, StadCo or Stadium Manager. Such persons furnishing services under this Agreement shall be subject to appearance standards mutually acceptable to the parties hereto and as permitted by Applicable Laws, and shall wear, at all times while working at the Stadium, neat and clean uniforms provided by Contractor and approved by Stadium Manager.

Such uniforms shall bear such lettering and insignia (including the name and logo of the Stadium, the Stadium naming rights sponsor, if required, and thelocation of the employee's assignment (e.g., a Club Area or Suite area)) as Stadium Manager may require and shall be of a design reasonably satisfactoryto Stadium Manager. Contractor shall cause its employees to conductthemselves in a professional and courteous manner, and not to unreasonably disturb or interfere with Events. Contractor shall at all times maintain accurate records of the names, addresses, employment history and other legal identification of those to whom Contractor issues employee badges, uniforms or other identifying items to ensure the proper identification and legal working status of Contractor's employees at the Stadium. Contractor shall conduct such background and other security screening checks on its employees as Stadium Manager shall reasonably request from time to time and shall not knowingly hire any person who has been previously terminated by the Authority, StadCo, Stadium Manager or any of their respective Affiliates or contractors. · Upon Stadium Manager's request, and so long as any such action shall not be contrary to law, Contractor shall immediately remove from the Stadium any employee, agent,.contractor or invitee of Contractor and .permanently revoke such person's access credentials.
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ii. Contractor shall employ the Management Team, identified in clause (v) of this Section 1 O.D below, on a full-time, year round·basis. Contractor shall cause the members of the Management Team to be at the Stadium during all Events that Stadium Manager requites the Management Team to attend and during reasonable business hours. All changes in the Management Team shall require the prior written approval of Stadium Manager. Contractor shall, within fifteen (15) business days of the removal of a Management Team member, provide Stadium Manager with the resumes of not fewer than three (3) suitable candidates to replace the removed employee: The Management Team shall, on and foHowing the .Effective Date and during the Tenn, be exclusively responsible for the provision of services under this Agreement and shall hold no job~related responsibilities relating to any other venue or site without Stadium Manager1s prior written approval..
m. Contractor shall conduct regularly scheduled employee training programs appropriate to the ·services provided, including any programs specifically requested by Stadium Manager, for all of its employees working in the Stadium (the "Employee Training Programs"). The Employee Training Programs· will be mandatory for all employees, agents and any subcontractors of Contractor and, at a· minimum, will include customer service, guest interaction, security procedures and specific job skills training, and· will be conducted in such frequency as may be approved or directed by Stadium Manager. Contractor shall cause ·an Employee Training Programs to be periodically reviewed (no less frequently than annually) and updated to the extent.necessary to maintain the standard of service requested by Stadium Manager. All employees of Contractor shall also be required to attend such policy and procedures training sessions as may be held by the 8tadium Manager, as well as the Stadium orientation tour and training conducted by the Stadium Manager. Contractor shall not permit any employee, agent or subcontractor to work at an Event prior to his or her completion of the prescribed training sessions and Employee Training Programs.
iv. Contractor shall promptly notify Stadium Manager upon voluntary or involuntary termination of employment of its employees or contractors and ensure that each such terminated individual is denied further access to the Stadium. Inno event shall the Authority, the City, StadCo or Stadium Manager be liable, and Contractor shall indemnify; protect, and hold the Authority, the City, StadCo and Stadium Manager harmless, for Contractor's record keeping ( or lack of record keeping), including the legal identification and working status of Contractor's employees .and subcontractors, or for any other matters relating to Contractor 1s employees or subcontractors.
v. The individuals, and such other individuals.as the Stadium Manager may approve, are the "Management Team'' for purposes of this Agreement are listed on Exhibit G, entitled·"ManagementTeam."
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11. COMPENSATION AND PAYMENT.

A. In consideration for Contractor's complete performance ofthe Services, Stadium Manager shall pay Contractor for all materials provided and services rendered by Contractor the amount(s) set forth in Exhibit B, entitled "CONTRACTOR COMPENSATION AND FEES."
B. Contractor will bill Stadium Manager within 72 hours of the conclusion of Events. All other Service deployments shall be billed on a monthly basis for Services provided by Contractor during the preceding month, subject to verification by Stadium Manager. Except as otherwise expressly provided in Exhibit B, Stadium Manager will pay Contractor within forty-five (45) days of Stadium Manager's receipt of invoice, provided the invoice provided is accurate and free of errors. In the event Contractor's invoice is inaccurate, Stadium Manager will notify contractor of such errors. Stadium Manager will pay Contractor within forty-five (45) days of receipt of the corrected invoice.

12. TERMINATION OF AGREEMENT.

A. In addition to any other rights or remedies Stadium Manager may have, Stadium Manager may terminate this Agreement by written notice to Contractor if:
(i) Contractor fails to correct to the reasonable satisfaction of Stadium Manager any condition created or controlled by Contractor that, in Stadium Manager's reasonable judgment, poses a hazardous condition to occupants of the Stadium Complex, any of the Related Facilities (e.g., off site parking areas), or any portion thereof, within twenty-four (24) hours after receipt of written notice from Stadium Manager; (ii) Contractor fails to perform any material obligation under this Agreement and such failure continues unremedied for a period of ten (I 0) days after receipt of written notice from Manager of the particular.failure to perform ( or thirty (30) days in the case that a remedy has commenced but cannot reasonably be accomplished in ten days); (iii) Contractor is placed into bankruptcy either voluntarily or involuntarily (and such involuntary proceeding is not dismissed within sixty ( 60) days), becomes financially insolvent, takes the benefit of any present or future insolvency statute, makes a general assignment for the benefit of creditors, or consents to the appointment of a receiver, trustee, or liquidator of all or substantially all of its property; (iv) Contractor transfers or permits a transfer of this Agreement in violation of Section 13; (v) Contractor fails to obtain and/or maintain required licenses and permits under Section 7.D; or (vi) Contractor fails to work cooperatively and in good faith with the Authority, Stadium Manager, any of their respective Affiliates or any of subcontractors of any of the foregoing. Contractor and Stadium Manager acknowledge and agree that tennination of this Agreement by Stadium Manager pursuant to this Section 11.A shall be "for cause. 0
B. Upon.the termination or expiration of this Agreement, (1) Contractor shall immediately surrender possession of the Related Facilities, if any (including any and all leasehold and other improvements therein), uniforms, equipment (and 11 DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001
related manuals and software) to Stadium Manager, (2) Contractor shall immediately assign to Stadium Manager or its designee(s) all right, title and interest of Contractor in and to all items purchased by Contractor in connection with the Services (including uniforms and equipment), (3) Contractor shall make all payments required to be made by Contractor under this Agreement, (4) to the extent permitted by Applicable Laws, Contractor shall immediately surrender possession of and assign to Stadium Manager all permits and licenses acquired by Contractor in compliance with Section 7 .D and any Applicable Laws, and (5) all matters, rights and liabilities existing on the date of termination between the parties hereto shall be determined as of such termination date ( except as described above), and discharged as promptly as possible thereafter, including any known claims for damages either party may have against the other for breach of the terms and conditions hereof. Any such surrender shall require delivery of possession in good condition, reasonable and ordinary wear and tear excepted and otherwise incompliance with the terms of this Agreement. Notwithstanding any termination or expiration of this Agreement, all liabilities and obligations of the parties will survive until they are fully satisfied.

C. If the Stadium is destroyed or otherwise rendered unusable for more than thirty (30) days for any reason (a "Casualty Event"), Stadium Manager shall give Contractor a notice within ninety (90) days after the Casualty Event stating that whether the Authority intends to rebuild or restore the Stadium. If the notice states that the Authority will not rebuild or restore the Stadium, this Agreement shall be terminated. If the notice states that the Authority intends to rebuild or restore the Stadium, the Parties' obligations hereunder shall be abated during that period. Ifsuch notice states that the Authority reasonably believes that it will take longer than two (2) years to restore or rebuild the Stadium or, if a shorter amount of time, such amount of time is longer than the remainder.of the Term, either party shall have the option of terminating this Agreement by written notice to the other at any time within one hundred and eighty (180) days after Stadium Manager gives such notice, and such termination shall be effective one hundred twenty (120) days after the other party's receipt of such notice. Contractor shall not be entitled to any monetary or other damages or compensation from Stadium Manager in the event ofa Casualty Event.

13. NO ASSIGNMENT OR SUBCONTRACTING OF AGREEMENT.

A. Stadium Manager and Contractor bind themselves and their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred by Contractor without the prior written approval of Stadium Manager. Contractor shall not hire subcontractors without express written permission from Stadium Manager.

B. Stadium Manager may sell, assign, pledge and otherwise transfer or.encumber (each, a "transfer") this Agreement and any or all of its rights and obligations hereunder to any other Person, including any source of or guarantor or insurer of financing or any trustee, collateral agent or other Person appointed in connection 12 DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001
with such financing ( each, a "Manager Assignee"), whether by security agreement, collateral assignment, transfer or otherwise; provided, that such transfer shall not relieve Stadium Manager of its obligations under this Agreement unless such Manager Assignee assumes in writing Stadium Manager's obligations under this Agreement. Upon reasonable prior notice from Stadium Manager, Contractor shall make any payments due hereunder to such M'anager Assignee and shall execute and deliver any documents that Stadium Manager or any Manager Assignee may reasonably request to acknowledge and confirm that upon any such transfer, this Agreement will remain in full force and effect, will continue to be a legal, valid and binding obligation of Contractor enforceable in accordance with its terms (subject to applicable bankruptcy or insolvency laws and general principles of equity), and that (to the extent accurate and correct) neither Contractor, nor to Contractor's knowledge, Stadium Manager is in material breach or violation of this Agreement.

C. Contractor acknowledges and agrees that, in the event the Stadium Management Agreement is terminated for any reason, the Authority and StadCo shall, in accordance with the Stadium Lease, employ a replacement manager for the Stadium, who shall, following.the effective date of such employment, constitute the "Stadium Manager" for all purposes under this Agreement, provided, however, that for any period of time before a replacement manager is appointed, this Agreement may be assigned to the Authority or StadCo.

14. NO TIDRD-PARTY BENEFICIARY.

This Agreement shall not be construed to be an agreement for the benefit of any third party or parties, except for the Authority, StadCo, and Team, and no other third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.

15. INDEPENDENT CONTRACTOR.
·contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and·do not act as agent(s) or employee(s) of Stadium Manager, the Authority or StadCo. Contractor has full rights, however, to manage its employees in their performance of Services under this Agreement. All liabilities that may arise as a result of Contractor's status as an employer shall be home exclusively by Contractor, including liability relating to payments required to be made under, and documents to be filed withrespect to, the Federal Insurance Contribution Act and the Federal Unemployment Tax Act or any similar federal, state, city or local legislation or other Applicable Laws. Contractor is not authorized to bind Stadium Manager, the Authority or StadCo to any contracts or other obligations.

16. NO PLEDGING OF STADIUM MANAGER'S CREDIT.

Under no circumstances shall Contractor have the authority or power to pledge the credit of the Stadium Manager or any other of the Indemnified Parties or incur any obligation in the name of such Persons. Contractor shall save and hold harmless the Authority, 13 DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001
StadCo, Stadium Manager, their respective Affiliates, and their respective officers, employees, boards and commissions for expenses arising out of any unauthorized pledges of credit by Contractor under this Agreement.

17. CONFIDENTIALITY OF MATERIAL.

All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions, or other infonnation developed or received by or for Contractor and all other written infonnation 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 Stadium Manager, be used for any purposes other than the perfonna:nce of the Services nor be disclosed to. an entity not connected with perfonnance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor shall be deemed confidential. Notwithstanding the above, the Contractor acknowledges that the Authority is a California public entity that is subject to the California Public Records Act. Information disclosed to the Authority regarding the Contractor's Services in connection with the performance of this Agreement may be subjectto public disclosure in accordance with the Public Records Act.

18. USE OF STADIUM MANAGER NAME OREMBLEM.

Contractor shall have no right to use the trademarks, symbols, trade names or other intellectual property of the Authority, Stadium Manager or their respective Affiliates, or Stadium tenants or their Affiliates or other Event performers directly or indirectly, in connection with any production, promotion, service or publication, without the written approval of Stadium Manager.

19. OWNERSIDP OF MATERIAL.

All material, including information developed on computer(s), which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, and other material developed, collected, prepared, or caused to be prepared under this Agreement shall be the property of Stadium Manager, but Contractor may retain and use copies thereof. Stadium Manager shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than the Services, including, but not limited to, the release of this material to third parties.

20. RIGHT OF STADIUM MANAGERTO INSPECT RECORDS OF
CONTRACTOR.

Stadium Manager, through its authorized employees, representatives, or agents shall have the right during the term of this Agreement and for three (3) years from the date of final payment for Services, to audit the books and records of Contractor for the purpose of verifying any and all charges invoiced by Contractor in connection with Contractor compensation under this Agreement, including termination •of Contractor. Contractor 14 DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001
agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges invoiced to Stadium Manager. Any invoiced charges not incurred by Contractor shall be disallowed by Stadium Manager. If such charges were paid by Stadium Manager. then contractor must refund all such charges, plus interest of one percent (1 %) per month, within 60 days of identification of such charges.

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

21. FAIREMPLOYEMNT
Contractor shall not discriminate against any employee or applicant for employment because of race, color, creed, national origin, gender, sexual orientation, age, disability, religion, ethnic background, or maritalstatus, in violation of Applicable Law

22. HOLD HARMLESS/INDEMNIFICATION.

A. Contractor shall indemnify, defend and hold harmless the Authority, Stadium Manager and the Additional Indemnitees, and their respective officers, directors, managers, members, partners, owners and employees ("Indemnified Parties") from and against all losses, costs, suits, actions, claims, damages, amounts paid in settlement, liabilities, costs and expenses, including reasonable attorneys' fees (collectively, "Losses"), resulting to, imposed upon, asserted against or incurred by any ofthem (including in any action between the parties) in connection with or arising out of(i) any breach by Contractor under this Agreement, (ii) any activity, inactivity, work or thing done or permitted by Contractor or its employees, agents or contractors in or upon the Stadium or Related Areas, including the performance of the Services, or (iii) any injury or damage to any Person or to the property of any Person caused by any action or omission of Contractor or its employees, agents or contractors.

B. If any claim, demand, action or proceeding is made or commenced by any third party (a "Third Party Claims") against any Indemnified Party; the Indemnified Party shall give Contractor prompt notice thereof; the failure to give such notice shall not affect the liability of Contractor under this Agreement except to the extentthe failure materially and adversely affects the ability of Contractor to defend the Third Party Claim. Contractor shall have the right to assume the defense and resolution of the Third Party Claim, provided that (i) the Indemnified Party shall have the rightto participate in the defense of the Third Party Claim at its own expense through counsel of its choice (control of the defense will remain with Contractor), (ii) Contractor shall not consent to the entry of any judgment or enter into any settlement that would require any act or forbearance on the part of the Indemnified Party or which does not unconditionally release the Indemnified Party from all liability in respect of the Third Party Claim or would otherwise 15 DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001
bring dishonor or disrepute upon Authority, Stadium Manager, any of their respective Affiliates, without the prior written consent of the Indemnified Party, and (iii) the Indemnified Party may undertake the defense of the Third Party Claim, at Contractor's expense, if Contractor fails to (A) assume the defense within ten (I 0) business days after notice from the Indemnified Party or (B) diligently prosecute the defense.

C. Without limiting any provisions or liabilities contained herein, Contractor acknowledges that it shall be responsible for any and all.costs associated with the repair or replacement of any goods or devices purchased by Stadium Manager or any Affiliate of Stadium Manager that are damaged, lost, or otherwise rendered inoperable by Contractor or any of Contractor's employees, agents, or contractors or while in the possession of Contractor or any of Contractor's employees, agents, or contractors.

23. INSURANCE REQUIREMENTS.

During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall purchase and maintain in full force and effect, at no cost to Stadium Manager insurance policies with respect to employees and vehicles assigned to the performance ofServices under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit C.

24. AMENDMENTS.

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

25. INTEGRATED DOCUMENT.

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

26. 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 ofthe other provisions, which shall remain in full force and effect.

27. WAIVER.

Contractor agrees that waiver by Stadium Manager 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.
16 DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001

28. NOTICES.

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

Name:

Attention:

Address:

FortyNiners Stadium Management Company LLC
Jim Mercurio
4949 Marie P. DeBartolo Way
Santa Clara, CA 95054
With a CC to: Legal Affairs
4949 Marie P. DeBartolo Way
Santa Clara, -CA 95054
And to Contractor addressed as follows:

Name:

Attention:

Address:

ABM Industry Groups, LLC
Art Rodriquez ·
205 Dupont Street
San Jose, CA 95126
If notice is sentvia email, a.signed, hard copy of the material shall also be mailed. The workday the email was sent shall control the date notice was deemed·given if there is a computer-generated confirmation. of receipt returned to the sender on the date of transmission. An. email transmitted after I :00 p.m .. on a.Friday shall be deemed to have been transmitted on the following Monday.
·29. CAPTIONS.

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

30. LAW GOVERNING CONTRACT AND VENUE.

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

31. DISPUTE RESOLUTION.

A. Unless otherwise mutually agreed to by the Parties, any controversies between Contractor and Stadium Manager regarding the construction or application of this Agreement, and claims arising out ofthisAgreem.ent or its breach, shall be submitted to mediation within thirty (3 O} days of the written request of one Party after the service of that request on the other Party.
17 DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001
B. The Parties may agree on one mediator. If they cannot agree on one mediator, the Party demanding mediation shall request the Superior Court of Santa Clara County to appoint a mediator. The mediation meeting shall not exceed one day (eight (8)hours). The Parties may agree to extend the time allowed for mediation under this Agreement.

C. The costs ofmediation shall be borne by the Parties equally.

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

32. COMPLIANCE WITH ETIDCAL STANDARDS.

Contractor shall:

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

SEEKING TO ENTER INTO AN AGREEMENT WITH STADIUM
MANAGER"; and,
B. Execute Exhibit E, entitled ''AFFIDAVIT OF COMPLIANCE WITH ETHICAL STANDARDS."

33. CONFLICT OF INTERESTS.

This Agreement does not prevent either Party from entering into similar agreements with other parties .. To prevent a conflict of interest, Contractor certifies that to the best of its knowledge, no Stadium Manager, StadCo, Team, Authority, or 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 Stadium Manager if a conflict arises.

34. ·SUPPLEMENTAL PROVISIONS
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. It is the intent of the Parties that this Agreement shall become operative on the Effective Date. 18 DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001
[Signatures continued on next page]
19 DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001
IN WITNESS WHEREOF, the Parties have caused this agreement for the performance of services to be executed by their duly appointed representatives as of the date fust above written.

STADIUM MANAGER:

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC,
a Delaware limited liability company
CONTRACTOR :
~ ~:uSigne d by:

By: ~ -•·J-wr;~ottAJ,~1,,=:;~,·IAJ) ______ _
Name: Scott Sabatino
Title: Chief Financial Officer
4949 Marie P. DeBartolo Way
Santa Clara, CA 95054
Telephone: (408) 562-4949
Fax Number: (408) 727-4937

ABM INDUSTRY GROUPS, LLC
a Delaware limited liability company
B.

Name:

Title: Pre tive Vice President, B&I
1150 South Olive Street, STE 19
Los Angeles, CA 90015
Telephone: (323) 314-3265
Fax Number: (800) 886-0025
DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN

STADIUM MANAGER
AND

ABM INDUSTRY GROUPS, LLC

ADDENDUM ONE

DEFINITIONS
The following terms shall have the meanings set forth below:

Affiliate: shall mean any Person directly or indirectly controlling or controlled by or under direct or indirect common control with a Person. For purposes of this definition, "control" when used with respect to any entity means the power to direct the management and policies of such entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

Additional Indemnitees: shall mean the Authority's Affiliates (including without limitation, the Authority's Board of Directors, the City, its City Council, and all City or Agency commissions, officers, employees, volunteers and agents), the Bayshore North Project Enhancement Authority, the Successor Agency to the Santa Clara Redevelopment Agency, StadCo and its Affiliates,the Team and any Additional Team (i.e., an additional NFL franchise that plays its '"home" games at the Stadium) (and their respective Affiliates), Manager's Affiliates (if not any of the previously mentioned Persons), each other tenant of the Stadium and each Event promoter, and any mortgagee, bond trustee or other financial institution from time to time holding a lien or indenture·upon Manager's interest in the Stadium, the Stadium Lease or the Stadium Management Agreement.

Default Rate: shall mean a rate per annum equal to the lesser of (i) fifteen percent (15.0%) and (ii) the maximumnon-usurious rate permitted by applicable law, with adjustments in that varying rate to be made on the same date as any change in that rate.

Fiscal Year: shall mean the twelve (12) month period commencing April 1 of each year after the execution ofthis Agreement, except that the first Fiscal Year will commence on the Commencement Date of the Stadi uni Lease and end on the next following March 31. If this Agreement expires or terminates on a date other than March 31 of a particular year, there· shall be a partial last Fiscal Year ending on the date of such termination. · Hazardous Substance: shall mean, as of any date: (a) any petroleum or petroleum products, flammable explosives, radioactive materials, asbestos in any form that is or could become friable; urea formaldehyde foam insulation, and transformers or other equipment that contain dielectric fluid containing polychlorinated biphenyls (PCBs); (b) any chemicals or other materials or substances which as of such date are defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous wastes," "restricted hazardous wastes," "toxic substances," "toxic pollutants," "contaminants," DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001
"infectious wastes," "pollutants" or words of similar import under any environmental law; and ( c) any other chemical or other material or substance, exposure to which or use of which as of such date is prohibited, limited or regulated under any environmental law.

Person: shall mean any individual, corporation, partnership, limited liability company, association,·trust or other entity whatsoever
DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN

STADIUM MANAGER
AND

ABM INDUSTRY GROUPS, LLC

EXHIBIT A

SCOPE OF SERVICES
Contractor shall perform the following services as requested by Stadium Manager:

Cleaning Program
Contractor;s cleaning staff will be a flexible team that can adapt its procedures and processes fot different kinds of events and make considerations for the unexpected, like last-minute changes and weather. Contractor's shall provide the following cleaning services as requested by Stadium Manager:
• Pre-, During and Post-Event Cleaning
• Pressure Washing
• Concrete Sealing
• Carpet and Floor Care
• Seat Cleaning
• Changeover Crews
• Parking Lot Cleaning
Off-Season Services
For deep cleaning or detailing during the off-season, Contractor shall provide the following services to accommodate those needs as requested by Stadium Manager:
• Seat detailing
• Carpet shampooing
• Luxury/Executive Suites detailing
• Concourse stripping and resealing
• Duct cleaning
• Vent vacuuming
Sample Cleaning Specifications
Below is a listing of sample cleaning specifications. The Parties shall work in good faith to determine appropriate frequencies for each task.

Concourse
• All concrete floors shall be swept and trash removed. • Flo.ors shall be machine scrubbed or power washed when possible. • All landings shall be swept and moped. Handrails shall be dusted; glass windows shall be cleaned.
• All walls, columns, doors, payphones, fire extinguishers, ATM's, advertising signage, cabinets, signage; countertops, and tables shall be cleaned. • Cleaning of all TV monitors on concourse and with approved cleaning method and solution DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001
• Vacuum and clean all carpeted floors and mats ofloose visible dirt, dust and debris. Spot clean per manufacturer's recommendations.
• All accessible glass windows, doors, and walls shall be cleaned; including all other stadium structure that is accessible (Beams, and miscellaneous fixtures). •• All trash receptacles shall be emptied, wiped down with disinfectant solution, trash removed, and clean liner replaced.
• Clean ticket sales windows and counters located on the exterior box office windows. • Clean and dust all accessible areas on sponsorship/advertising kiosk and televisions. All overhead aisle markers and lighting shall be dusted as needed. • Placement/movement of stadium appurtenances shall be maintained by contractor over the direction of stadium management (Including but not limited to:. garbage cans, stanchions, barricades, etc.)
Stadium Seating
• The entire seating areas shall be swept and trash removed. • All seating areas shall be swept, blown and washed to remove spills, stains and soils. All gum must also be removed.
• All fixed stadium seats must be inspected and cleaned nightly following an event. • Clean all seat backs, arms and chair stanchions as needed. • Clean all hand rails, glass or metal as needed.
• All trash receptacles shall be emptied, wiped out with disinfectant, trash removed and clean liner replaced.

Elevators
• All walls, doors, control panels, railing and ceilings shall be cleaned. • All stainless-steel surfaces to be cleaning with an approved cleaner. • All glass cleaned without streaks or solution byproducts. • Machine scrub if tile floor.

Suites and VIP Areas
• All carpets shall be vacuumed, spot cleaned or if needed extracted per manufacturer's specifications.
• All tile floors and linoleum to be swept and mopped.
• All walls, columns, door, counters, rails, table, appliances, televisions, stools, cabinets and wall attachments shall be cleaned .. Shine and remove spots and smudges from all metal, wood, and thoroughly clean all glass surfaces.
• All seats, both fixed and moveable shall be cleaned/extracted and spots removed. • All bar areas and millwork shall be cleaned and polished with approved products. • Outside of suite fridges to be cleaned and dusted.
• All recycling and trash receptacles shall be emptied, wiped out with a disinfectant solution, trash removed and taken to appropriate trash/recycling area located at the loading dock, and a clean liner replaced.
• Dust all light fixtures and light shades.

Locker Rooms
• All floors to be swept and mopped with a disinfectant DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001
• All carpets.shall be vacuumed, extracted if needed and spot cleaned in accordance with the manufactw-er' s specifications.
• All walls, column~ doors, cabinets, counters, rails, water fountains, tables, television, furniture, payphones, appliances, and wall f!.ttachmehts shall be cleaned. • All seats,. both fixed and moveable shall be dusted, cleaned and spots.removed. • All restrooms shall be thoroughly cleaned and sanitized, including all toilets, urinals, sinks, mirrors and counters
• All toilet tissues, fa.cial tissues, and hand towels will be replenished as needed. • Lockers shall be cleaned both on the exterior and interior, as needed. • All trash receptacles shall be emptied, wiped out with a disinfectant solution, trash removed, and the can liner replaced.

Restrooms
• Empty trash cans/replace liner
• Disinfect door handles, partition handles
• All toilets, urinals, sinks, shelves, dispensers, and receptacles shall be thoroughly deaned. • Remove all scale and stains.
• Clean underside of rims on waterless urinals and toilets. Wash both sides and all toilet seats.
• Empty and clean paper towel and sanitary disposal receptacles. Damp wiping, towel drying the exposed surfaces of these units.
• All walls, partitions, counters, mirrors, and dispensers shall be cleaned to remove spots and smudges.
• Restock all soaps, air fresheners, toiler tissue, facial tissue, hand towels, seat covers and sanitary napkins night or as necessary.
• Damp wipe, polish, and shine all chrome faucets, valves, drain pipes, metal fixtw-es, bright work, hand plates, door knobs, door jams, doors, light switches, receptacle covers.

Hallways and Loading Dock
• All areas shall be swept, trash removed, and·thoroughly cleaned·. Floors shall be machine scrubbed.
• All walls, columns, floors, payphones, vending machines, fire extinguisher cabinets, advertising signage, counter tops, and tables shall be cleaned as needed. • All trash receptacles shall be emptied, wiped down with a disinfectant solution, trash removed, and the clean liner replaced.
• Auto scrub all loading dock/service areas after each event. Detail clean dock restroom after each .event and wax floor bi-monthly.

Exterior
• All exterior sidewalks, plazas, bike rack areas and pedestrian walkways shall be swept and trash removed (Including trash removal from Yellow Lots 1,2 and 3) • .Pressure· wash. and scrub concrete.in areas as needed to remove gum, stains, spots and soils to the concrete and Star emblem locations.
• Remove all trash and debris from all landscaped areas (Including San Tomas Aquino Creek trail)
• Clean and remove any trash from payphone, ATM, and ticket sales area. • Cleaning outside windows and counters;
DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001
• Clean all metal and glass doors, door jams and thresholds. • Clean all accessible signage, artwork, and statues.
• Placement/movement of stadium appurtenances shall be maintained by contractor over the direction of stadium management (Including but not limited to: garbage cans, stanchions, barricades, etc).

DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN

STADIUM MANAGER
AND

ABM INDUSTRY GROUPS, LLC

EXHIBIT B

CONTRACTOR COMPENSATION AND FEES
Compensation to Contractor for the Services performed under this agreement shall be paid at the rates as more fully described in Contractor's proposal entitled "Cost Proposal", which is attached to this Exhibit B.

DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001
• Exhibit B ABM
Building Value
F. Cost Proposal

5.04 Base Proposal
ABM Renewal
Current Rate Year Rate Year Rate Year Rate Year Rate Year 1 2 3 4 5
April 2017 April 2018 April 2019 April 2020 April 2021
· March - March • March · March · March
2018 2019 2020 2021 2022
Events
Supervisor $ 31.56 $ 32.48 $ 32.48 $ 32.48 $ 33.10 $ 33.10 Lead/Event Coordinator S 30.76 $ 31.65 $ 31.65 $ 31.65 $ 32.25 S 32.25 Window & Pressure S 23.63 S 24.32 S 24.32 $ 24.32 S 24.78 $ 24.78 Washers Utility & Compactor $ 23.63 $ 24.32 $ 24.32 $ 24.32 $ 24.78 $ 24.78 Room Parking lot Picker $ 22.62 $ 23.28 S 23.28 S 23.28 S 23.72 S 23.72 Suite/Club Staff $ 21.92 $ 22.56 $ 22.56 S 22.56 $ 22.99 S 22.99 Sweeper $ 19.02 $ 19.57 $ 19.57 S 19.57 $ 19.94 $ 19.94 /Restroomrr rash Non Events
On-Site Manager $ 69.50 $ 71.52 $ 71.52 $ 71 .52 $ 72.88 $ 72.88 Assis tant Manager $ 44.95 S 46.25 S 46.25 S 46.25 $ 47.13 $47.13 Supervision $ 31 .56 S 32.48 $ 32.48 S 32.48 $ 33.10 S 33.10 Lead $ 30.76 $ 31.65 $ 31.65 $ 31.65 $ 32.25 $ 32.25
Day Porters I Gene ral S 17.28 S17.78 S 17.78 S17.78 S 18.12 S 18. 12 Cleaner DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN

STADIUM MANAGER
AND

ABM INDUSTRY GROUPS, LLC

EXHIBITC

INSURANCE REQUIREMENTS
At all tim~s during the term hereof, Contractor shall keep and maintain in full force and effect the following types ofinsurance coverage and/or bonds:

1. Commercial general liability insurance, including property damage, against liability for personal injury~ bodily injury, death and damage to property occurring in or about the property in the amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate

2. Automobile liability in the amount of One Million Dollars ($1,000,000) with respect to owned, hired and non,-owned vehicles.

3. Workers compensation insurance, as required by applicable law.

4. Employer's liability in the amount of One Million Dollars ($1,000,000) each accident, One Million Dollars ($1,000,000) each employee, by-disease, and One Million Dollars ($1,000,000) policy aggregate by disease.

5. Employment practices liability with limits of Five Million Dollars ($5,000,000) including third party coverage.

6. Crime insurance including employee dishonesty covering all of Contractor's agents, contractors, managers and other employees in the amount of Five Hundred Thousand Dollars ($500,000). ·

7. Liability insurance covering claims arising out of errors and omissions by vendors rendering professional services, in the amount of Five Million Dollars ($5,000,000) each occurrence including contractual liability coverage, with all coverage retroactive to the earlier of the date of agreement or commencement of Contractor's services.

8. Environmental liability insurance with limits of One Million Dollars ($1,000,000) per occurrence for bodily injury, property damage, and clean-up costs, including coverage for any claim, suit, or demand brought by any third party or on behalf of any governmental agency or authority, as a result of the actual, alleged, or threatened discharge, disposal, seepage, migration, release, or es:cape of any hazardous material or pollutant.

DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001

9. Umbrella or excess liability insurance in the amount of Ten Million Dollars ($10,000,000) providing excess coverage over general liability, auto liability, and employer's liability specified above,
The above stated limits may be achieved by a combination of primary and excess/umbrella coverage. Any deductible or self-insured retention amounts are the sole responsibility of the Contractor. Contractor is responsible for insuring any equipment brought to Stadium. Stadium Manager shall have no liability for such equipment.

AtStadium Manager's request from time to time (and in any event not less than 15 (fifteen) days prior to the expiration dates of any expiring policies or bonds furnished by Contractor), Contractor shall furnish to Stadium Manager certified copies or duplicate originals ofall policies of insurance and bonds then maintained by Stadium Manager hereunder, or a certificate supplied by each such insurer and surety showing that the insurance and bonds required hereunder are in full force and effect and showing the limits thereof and that all such policies and bonds contain the provisions and endorsements required hereunder.

Arly policy of insurance required to be carried by Contractor that names Stadium Manager as Additional Insured (except environmental coverage) shall not be subject to a deductible or self-insured retention, it being the intent of the parties that such insurance shall fully and completely insure such additional insured entities for all loss or expense; if any such general liability or automobile policy has a deductible or self-insured retentionclause applicable to these operations, Contractor shall provide evidence that insurance carrier shall pay without regard to such deductible or self-insured retention. ·
DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN

STADIUM MANAGER
AND

ABM INDUSTRY GROUPS, LLC

EXHIBITD

ETHICAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO AN

AGREEMENT WITH STADIUM MANAGER
Termination of Agreement for Certain Acts.

A. Stadium Manager may, at its sole discretion, terminate this Agreement in the event any one or more of the following occurs:
1 ~ If a Contractor 1 does any of the following:
a. Is convicted2 of operating a business in violation of any Applicable Law; b. Is convicted of a crime punishable as a felony involving dishonesty 3; c. Is convicted of an offense involving dishonesty or is convicted of fraud or a criminal offense in connection with: (1) obtaining; (2) attempting to obtain; or, (3) perfqnning a pµblic contractor subcontract; d. Is convicted of any offense which indicates a lack of business integrity or · business honesty which seriously ariidirectly affects the present responsibility of a Stadium Manager contractor or subcontractor; and/or, e.. Made (or makes) any false ·statement(s) or representation(s) with respect~o this Agreement.

2. If fraudulent, criminal or other seriously improper conduct of any officer, director, shareholder, partner, ~mployee or other individual associated with Contractor can For· purposes of this Agreement,. the word •~consultant" ( whether a person or a legal. entity) also refers to "Contractor" and means any of the following: an owner or co-owner of a sole proprietorship; a person who controls or who has the power to control a business E:ntity; a general partner ofa partnership; a principal in a joint venture; or a primary corporate stockholder [ i.e .• a person who owns more than ten .percent ( I 0%) of the outstanding ·stock of a corporation] and who is active in the day to day operations ofthat'corporation. 2 For purposes ofthis Agreement, the words "convicted" or "conviction'' mean a judgment or conviction ofa criminal offense by any court of competentjurisdiction, whether entered upo_n f!. verdict or a plea, and includes· a conviction entered upon a plea ofnolo contendere within the past five (5) years. 3 As used herein, "dishonesty" includes, but is not limited to, embezzlement, theft, forgery, bribery, falsification or· destruction of records, making false statements, failure to pay tax obHgations, receiving stolen property, collusion or conspiracy. ·
DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001
be imputed to Contractor when the conduct occurred in connection with the individual's performance of duties for or on behalf of Contractor, with Contractor's knowledge, approval or acquiescence, Contractor's acceptance of the benefits derived from the conduct shall be evidence of such knowledge, approval or acquiescence.

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

1. Stadium Manager determines that Contractor rto longer has the financial capability4 or business experience5 to perform the terms of, or operate under, this Agreement; or

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

C. In the event a prospective Contractor (or bidder) is ruled ineligible (debarred) to participate in a contract award process or a contract is terminated pursuant to these provisions, Contractor may appeal the action to the Authority by filing a written request with the Authority Secretary within ten (10) days of the notice given by Stadium Manager to have the matter heard. The matter will be heard within thirty (30) days of the filing of the appeal request with the Authority Secretary. Contractor will have the burden of proof on the appeal. Contractor shall have the opportunity to present evidence, both oral and documentary, and argument.

Contractor becomes insolvent, transfers assets .in fraud of creqitors, makes an assignment for the benent of creditors, files. a petition under any section or chapter of the federal Bankruptcy Code ( I I U .S.C. ), as amended, or under any similar .law or statute ofthe United States or any state thereof, is adjudged bankrupt or insolvent in proceedings wtder such laws, or a receiver .or trustee is appointed for an · or substantially all of the assets of· Contractor.
5 Loss of personnel deemed essential by Stadium Manager forthe successful perfonnance of the obligations of Contractor to Stadium Manager.

DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001
AGREEMENT FOR .THE PERFORMANCE OF SERVICES

BY AND BETWEEN

STADIUM MANAGER
AND

ABM INDUSTRY GROUPS, LLC

EXHIBITE

AFFIDAVIT OF COMPLIANCE WITH ETHICAL STANDARDS
I, [Rene Jacobsenl , being first duly sworn, depose and state I am [President &l Executive Vice President - B&~ f ABM Industry Groups, LLC, and I hereby state that I have read and understand the language , entitled "Ethical Standards" set forth in Exhibit D. I have the authority to make these representations on my own behalf or on behalf of the legal entity identified herein. I have examined appropriate business records, and I have made appropriate inquiry of those individuals potentially included within the definition of "Contractor" contained in Ethical Standards at footnote 1.

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

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

ABM INDUSTRY GROUPS, LLC
a Delaware li 'ted iability company
By: -----"-c-----J\.-----1- -'c-----------
d Person or Representative
Name: Rene Jacobsen
Title: President & Executive Vice President - B&I

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

DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001
t
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of kO~ A-f'J~6',,,t,--<. )
On :&-:6~ (fe,2,0l':\-before me, t'vt.A1U.Mler0•€ ·£a-~, ~ Pl-t8~C., Date Here Insert Name and Title of the Officer
personally appeared _ _____ _ __,_(l-6_:::..~_ tr_- _ _;J::.-c/t..:...C<>--=--=-r'5=--k""-~=--- - - - ------ Name(s) of Signer(ef
who proved to me on the basis of satisfactory evidence to be the person ~ whose name~ is/an!" subscr ibed to the within instrument and acknow ledged to me that he/~ executed the same in his/~ authorized capac ity(js51, and that by his/~ r signature~ n the instrument the perso l)(s}; or the entity upon behalf of which the person..(8Yacted, executed the instrument.

MARGARET G.E. DEL PRADO
Notary Public . CaliforRil
i . LOI Angeles County
I CommillioR ti 2155113 ..
. . . . . ... , m· ~'t' Ju:v1e2el
Place Notary Seal Above
I certify under PENAL TY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and officia l seal.
- ---- -------- -- OPT/ONAL---------- -----
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document pl)~ vJ l"N- :entlCAt- C"1)'11JPML-D~ Title or Type of Document: Mi'1 D A,.J",j Of ~ Document Date: z..j l la fr-=t Number of Pages: l Signer(s) Other Than Named Above : __ _,_(\)__,.,_,,o,J;i":..:__-=---- ----- - Capacity(ies) Claimed by Signer(s)
Sig.9er's Name: ~ JAe,OC,~t;;,0
v(;orporate Officer - Title(s): ~ 1~ ~
D Partner - D Limited D General tJ/.13-~ vf
D Individual □ Attorney in Fact
D Trustee D Guardian or Conservator
0 Other : _____ ____ _ ___ _
Signer Is Represent ing: - - - - --..-- ---
Af$rv-- I tJ~~1)'lN) G(Wwfi . \..-u:.

Signer's Name: - ---- ------c=.------
0 Corporate Officer - Title(s~·..-::::.... _ ____ _
□ Partner - D Limited Genera l
□ Individua l ttorney in Fact
D Trustee □ Guard ian or Conservator
□ Other: -,i-'--- -----------
Signer I
~~~~~~rn~~~~-g,~rn~~
©2014 National Notary Association · www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 Art Rodriguez - Vice President of National Operations
Chris Braden - Housekeeping Director
Marisol Campillo - Assistant Manager
Freddy Cavazos - Day Supervisor
Jose gonzalez - Night Supervisor
DocuSign Envelope ID: E291FEB2-B4DC-4FE8-8CA3-3768F65ACF78 Agreement: P80001

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN

STADIUM MANAGER
AND

ABM INDUSTRY GROUPS, LLC

EXHIBITG

MANAGEMENT TEAM
DocuSign Envelope ID: D402B097-C983-4007-BDCC-DF2EE02DE3E4 Agreement: P80001

FIRST AMENDMENT TO AGREEMENT FOR THE PERFORMANCE OF SERVICES This FIRST AMENDMENT TO AGREEMENT FOR THE PERFORMANCE OF SERVICES (this "First Amendment"), effective as of March 10, 2017 (the "First Amendment Effective Date"), amends the AGREEMENT FOR THE PERFORMANCE OF SERVICES, dated as of February 15, 2017 (the "Agreement"), by and between Forty Niners Stadium Management Company LLC ("Stadium Manager"), a Delaware limited liability company, with principal offices at 4900 Marie P. DeBartolo Way, Santa Clara, CA 95054, and ABM Industry Groups, LLC, a Delaware limited liability company, with its principal place of business located at 205 Dupont Street, San Jose, CA 95126 ("Contractor"). Capitalized terms not defined herein have the meaning given to them in the Agreement.

WHEREAS, Stadium Manager and Contractor have agreed to modify certain insurance requirements under the Agreement;
NOW THEREFORE, in consideration of the mutual promises and obligations set forth herein, the sufficiency of which is hereby acknowledged, the Stadium Manager and Contractor agree to modify the Agreement as follows:

1. Exhibit C to the Agreement shall be amended and restated in its entirety as attached to this First Amendment.

Except as expressly set forth in this First Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, Stadium Manager and Contractor have caused this First Amendment to be executed by an authorized representative as of the First Amendment Effective Date.

ABM INDUSTRY GROUPS, LLC
By:~&-·~----=--
Name: Art Rodriguez
Title: Vice President, Sports & Entertainment

FORTY NINERS STADIUM MANAGEMENT COMP ANY LLC
By: ---------------
Name: Scott Sabatino
Title: Chief Financial Officer
DocuSign Envelope ID: D402B097-C983-4007-BDCC-DF2EE02DE3E4 Agreement: P80001

EXHIBITC

INSURANCE REQUIREMENTS
At all times during the term hereof, Contractor shall keep and maintain in full force and effect the following types of insurance coverage and/or bonds:

1. Commercial general liability insurance, including property damage, against liabilityfor personal injury, bodily injury, death and damage to property occurring in or about the property in the amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate

2. Automobile liability in the amount of One Million Dollars ($1,000,000) with respect to owned, hired and non-owned vehicles.

3. Workers compensation insurance, as required by applicable law.

4. Employer's liability in the amount of One Million Dollars ($1,000,000) each accident, One Million Dollars ($1,000,000) each employee, by disease, and One Million Dollars ($1,000,000) policy aggregate by disease.

5. Employment practices liability with limits of Five Million Dollars ($5,000,000) including third party coverage.

6. Crime insurance including employee dishonesty covering all of Contractor's agents, contractors, managers and other employees in the amount of Five Hundred Thousand Dollars ($500,000).

DocuSign Envelope ID: D402B097-C983-4007-BDCC-DF2EE02DE3E4 Agreement: P80001

The above stated limits may be achieved by a combination of primary and excess/umbrella coverage. Any deductible or self-insured retention amounts are the sole responsibility of the Contractor. Contractor is responsible for insuring any equipment brought to Stadium. Stadium Manager shall have no liability for such equipment.

At Stadium Manager's request from time to time (and in any event not less than 15 (fifteen) days prior to the expiration dates of any expiring policies or bonds furnished by Contractor), Contractor shall furnish to Stadium Manager certified copies or duplicate originals of all policies of insurance and bonds then maintained by Stadium Manager hereunder, or a certificate supplied by each such insurer and surety showing that the insurance and bonds required hereunder are in full force and effect and showing the limits thereof and that all such policies and bonds contain the provisions and endorsements required hereunder.

All insurance policies and bonds required to be maintained by Contractor shall be issued by insurers or sureties ( as the case may be) reasonably satisfactory to client, authorized to do business in the state of California and having an AM Best rating and fmancial size category of A-NII or better. All policies of the vendor shall be (i) primary and non-contributing with respect to any policies carried by client; (ii) with respect to commercial general liability, automobile liability, and environmental liability insurance only, a provision including Stadium Manager, Santa Clara Stadium Authority, Forty Niners SC Stadium Company LLC and Forty Niners Football Company LLC as Additional Insured; (iii) a waiver by the insurer of any right to subrogate against Stadium Manager, Santa Clara Stadium Authority, Forty Niners SC Stadium Company LLC and Forty Niners Football Company LLC (iv) a severability of interest or endorsement; (v) a provision that the insurer will not cancel or change the coverage provided by such without giving the Stadium Manager thirty (30) days' prior written notice; and (vi) general liability be an "occurrence form" policy. Any policy of insurance required to be carried by Contractor that names Stadium Manager, Santa Clara Stadium Authority, Forty Niners SC Stadium Company LLC and Forty Niners Football Company LLC as Additional Insured ( except environmental coverage) shall not be subject to a deductible or self-insured retention, it being the intent of the parties that such insurance shall fully and completely insure such additional insured entities for all loss or expense; if any such general liability or automobile liability policy has a deductible or self-insured retention clause applicable to these operations, Contractor shall provide evidence that insurance carrier shall pay without regard to such deductible or self-insured retention.

Agreement: P80001
fiijtJ ;

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY

VIA CERTIFIED MAIL
ABM Industry Groups, LLC
Attn: Art Rodriquez
205 Dupont Street
San Jose, CA 95126
Dear Mr. Rodriquez,
December 10, 2021
We are writing to provide formal written notice that Forty Niners Stadium Management Company LLC is hereby exercising its option, under Section 5 of the Agreement for the Performance of Services by and between ABM Industry Groups, LLC and Forty Nine rs Stadium Management Company LLC dated February 15, 2017 (the "Agreement"), to extend the Term of our Agreement for an additional two (2) year period through March 31, 2024.

We look forward to continuing our partnership with you and your team.

Sincerely,
702□ 316□ ODDO 7822 6222
xecutive Vice President, General Manager
Forty Niners Stadium Management Company LLC
O Marie P. DeBartolo Way I Santa Clara. CA 95054
1 SECOND AMENDMENT TO AGREEMENT FOR THE PERFORMANCE OF SERVICES This SECOND AM ENDMENT TO AGREEMENT FOR THE PERFORMANCE OF SERVICES (this “ Second Amendment ”), effective as of April 1, 2024 (the “ Second Amendment Effective Date”), amends the AGREEMENT FOR THE PERFORMANCE OF SERVICES, dated as of February 15, 2017 (the “ Agreement”), by and between Forty Niners Stadium Management Company LLC (“Stadium Manager”), a Delaware limited liability company, with principal offices at 4900 Marie P. DeBartolo Way, Santa Clara, CA 95054, and ABM Industry Groups, LLC, a Delaware limited liability company, with its principal place of business located at 205 Dupont Street, San Jose, CA 95126 (“Contractor”). Capitalized terms not defined herein have the meaning given to them in the Agreement.

WH
EREAS, Stadium Manager and Contractor entered into the Agreement for an initial term commencing April 1, 2017 and expiring March 31, 2022 (“Initial Term”) provided Stadium Manager held a unilateral option to renew for an additional two (2) year period; and

WHEREAS, Stadium Manager exercised the unilateral option to renew for a first renewal term commencing April 1, 2022 and expiring March 31, 2024 (“First Renewal Term”); and

WHEREAS, Stadium Manager and Contractor now desire to extend the Agreement on a month-to- month basis commencing April 1, 2024 (“Second Renewal Term”);

NOW THEREFORE, in consideration of the mutual promises and obligations set forth herein, the sufficiency of which is hereby acknowledged, the Stadium Manager and Contractor agree to modify the Agreement as follows:

1. Amendment.

The Second Renewal Term shall commence on April 1, 2024, and shall continue until the terminated by Stadium Manager with thirty (30) calendar days’ advance written notice to Contractor provided in no event shall the Second Renewal Term exceed six (6) months from the commencement date set forth above.

2. Amendment. E xhibit B to the Agreement is amended and restated in its entirety as attached to this Second Amendment. The revised Exhibit B shall take effect and apply to Services rendered during the Second Renewal Term.

Except as expressly set forth in this Second Ame ndment, all other terms and conditions of the Agreement shall remain in full force and effect.

Signatures on Following Page

2 IN WITNESS WHEREOF, Stadium Manager and Contractor have caused this Second Amendment to be executed by an authorized representative as of the Second Amendment Effective Date.

ABM INDUSTRY GROUPS, LLC
By:

Name: Art Rodriguez
Title: Vice President,

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC
By: ___________________________________

Name: Peter Wilhelm
Title: Chief Financial Officer

3 EXHIBIT B

CONTRACTOR COMPENSATION AND FEES - SECOND RENEWAL TERM

Compensation to Contractor for the Services performed under this Agreement during the Second Renewal Term shall be paid at the rates specified below.1

SECOND RENEWAL TERM RATES
EVENTS
Supervisor/Dispatcher $35.00
Lead $33.95
Window & Pressure
Washer $30.28
Utility & Compactor Room $30.28
Suite/Club Staff $29.46
Sweeper/Restrooms/Trash $27.63
Parking Lots (NTE) $36,380.91

NON-EVENT
On-Site Manager $72.88
Assistant Manager $61.30
Supervisor $46.88
Administrative Staff N/A
Lead $32.25
Day Porters/General
Cleaner $28.30
Union Health & Wellness Actuals

1 All rates specified above are union rates but do not include health and wellness charges, which will be billed at cost as applicable.
4 1

Date: February 14, 2024

To: Jovan Grogan
Executive Director
Santa Clara Stadium Authority
From: Jenti Vandertuig
Procurement Director
Forty Niners Stadium Management Company LLC
Subject: Recommendation to Amend Agreement with ABM Industry Group, LLC for Janitorial Services at Levi’s Stadium

Recommendation
Recommend approval to execute the second amendment to the agreement with ABM Industry Group, LLC for janitorial services at Levi’s Stadium to extend the term of the agreement on a month-to-month basis that will not exceed six months, commencing April 1, 2024 with thirty calendar days’ advance notice to contractor to terminate the agreement.

Reasons for Recommendation
On January 26, 2017, Forty Niners Stadium Management Company LLC (Stadium Manager) issued a Request for Proposal for janitorial services at Levi’s Stadium and awarded an agreement with ABM Industry Group, LLC for a five year term, beginning April 1, 2017 through March 31, 2022 with an option to extend the agreement for a two year term through March 31, 2024.

Stadium Manager exercised the option to extend the agreement through March 31, 2024. This recommendation was reviewed and approved by the Santa Clara Stadium Authority (SCSA) prior to the execution of the agreement.

Janitorial services are used for year-around daily cleaning services; annual deep cleaning; cleaning at seating bowl events and games which consists of pre-event, event, and post-event cleaning when the seating bowl is utilized for the event; cleaning at catered events facilitated by Special Events team, such as proms, parties, receptions, etc., and for ancillary services such as parking lot cleaning, and window washing.

In preparation to conduct a formal solicitation, Stadium Manager began working on the project in August 2023 by developing a list of prescriptive cleaning services required at the Stadium.

Stadium Manager representatives began conducting extensive outreach and benchmarked with other sports facilities around the United States including reviewing the janitorial services RFP •1GU ;

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
2 issued by the City of Santa Clara. On October 10, 2023, Stadium Manager conducted a three hour on-site, non-binding and non-committal open house and invited firms providing janitorial services to participate in an open dialog with Stadium Manager about our needs, tour the Stadium and learn about the marketplace to plan the development of the solicitation process.

These discussions spanned over a period of two months through December 2023.

Stadium Manager began developing the scope of work and requirements with a plan to issue the solicitation in January 2024. However, given the remarkable post-season success of the Forty Niners combined with the extensive work required to complete the annual SCSA budgeting process, it is anticipated that Stadium Manager will release the formal solicitation for janitorial services and bring forth a recommendation to the SCSA Board in June 2024. Therefore, an extension of the current agreement on a month-to-month basis that will not exceed six months, with thirty calendar days’ notice to contractor to terminate the agreement is recommended for continuity of business to keep the Stadium operational. The revised Exhibit B – Contractor Compensation and Fees – Second Renewal Term provides the hourly rates to be paid for the services.

Fiscal Impact
The monthly expense for the routine ABM cleaning services is in the range of $110,000 - $120,000 per month, which is charged 50% to SCSA and 50% to StadCo. There are separate charges for NFL and Non-NFL events, which are charged directly to the events. Accordingly, the estimated cost to the SCSA during the recommended extension period would be approximately $57,500 per month and such cost will be included in the FY24/25 budget scheduled for review by the SCSA Board in March 2024.

Next Steps
Once approved, Stadium Manager will forward a copy of the executed amendment to the SCSA.

Submitted By: Date:

Jenti Vandertuig, Procurement Director

~
DocuSigned by:
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A4B5666F5B F147D ...

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-188 Agenda Date: 3/19/2024

REPORT TO COUNCIL

SUBJECT
Public Hearing: Consideration and Action on the 2024-2025 DRAFT Annual Action Plan for the Use of Federal Housing and Urban Development Grant Funds

COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development

BACKGROUND
As an entitlement agency, the City of Santa Clara receives annual funding from the United States Department of Housing and Urban Development (HUD) in the form of Community Development Block Grant (CDBG) and Home Investment Partnerships Program (HOME) funds. CDBG funds are used to provide public services to Santa Clara’s low-income residents and funding for capital improvement projects. HOME funds are used for the development of affordable housing options.

HUD requires that every five years, the City, as an entitlement agency, prepare a Five-Year Consolidated Plan (ConPlan) which identifies goals and needs within the community that could be addressed through the use of HUD funding. The City’s current ConPlan was prepared in 2020. HUD also requires that the City, each year, submit an Annual Action Plan (AAP). The AAP details how CDBG and HOME allocations will be used by the City to address the goals and needs identified in the City’s ConPlan. The 2024-2025 AAP covers the final year of the 2020-2025 ConPlan cycle.

HUD Timeliness Test
Each year, HUD conducts a timeliness expenditure test for the CDBG program. The purpose of this test is to ensure that grantees are spending funds at a steady pace. For the last two years HUD found that the City had an excess of CDBG funds. Initially this surplus was due to the lingering effects of the COVID-19 pandemic which chilled demand for the Neighborhood Conservation & Improvement Program (NCIP) revolving home repair program. Many NCIP clients were seniors and were reluctant to have contractors working in their home during and immediately following the pandemic. With the dip in demand for the NCIP, the City issued a Notice of Funding Availability (NOFA) in April 2022 and another in February 2023. Together, these NOFAs resulted in the award of more than $2.4 M for six capital improvement projects:

1. Liberty Tower elevator rehabilitation

2. Bill Wilson Center elevator rehabilitation

3. Riverwood Grove Apartments energy efficiency upgrade

4. Silicon Valley Independent Living Center home rehabilitation

5. Boccardo affordable housing rehabilitation

6. San Jose Center for the Blind public facility rehabilitation City of Santa Clara Printed on 3/15/2024Page 1 of 3
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24-188 Agenda Date: 3/19/2024
To further speed up spending in the coming fiscal year, staff from the Departments of Community Development and Public Works have identified an opportunity to use CDBG funds for a $600,000 ADA curb ramp project in FY24-25. Staff is also exploring an ongoing ADA curb ramp program for subsequent years. Lastly, staff is recommending increases to the NCIP home repair program allocation from $352,000 in FY23-24 to $500,000 in FY24-25 as a result of increased demand in recent months, and will likely recommend further increases in FY25-26 once key positions are filled and the above capital projects are completed.

DISCUSSION
The FY24-25 AAP is a one-year Plan that details how HUD funds will be spent on projects and activities to address goals and needs identified in the ConPlan. In addition to the anticipated annual allocation, the AAP also identifies use for funds that carryover from the prior year and funds that come to the City as Program Income (PI) as loans made by the City in the past are paid back. The carryover amount is based upon estimates of current activities that may not fully draw down funds that have been committed in the FY23-24 AAP. The PI amount is based upon estimates of which NCIP loans may be paid off during the FY24-25. HUD typically announces actual allocations to jurisdictions in the spring of each year once the federal budget is finalized. All numbers in the AAP are subject to change prior to the presentation of the final FY24-25 AAP at the second and final public hearing. See Attachment 1 for a summary of the City’s Expected Resources for the FY24-25 DRAFT AAP.

HUD requires that the public be provided two opportunities to offer input on the development of the AAP; once during the development of the draft AAP, and once prior to submission of the final version to HUD. This meeting is the first of the two required public hearings. Public comment will be included in the final version of the AAP which is scheduled to be presented to the City Council on May 7, 2024.

The final version of the AAP will be submitted to HUD on or before May 15, 2024.

Attachment 2, the 2024-2025 DRAFT AAP Funding Breakdown, details which programs and activities will be funded with HUD funds, and which will be funded with local funds, including housing related Special Revenue Funds and the City’s General Fund, to benefit Santa Clara’s low-income population.

The Attachment identifies which Public Service Agencies staff recommends be funded to provide services within Santa Clara. Staff recommends that the distribution of public service funding be awarded as the second year of a two-year contract. This year for Capital Improvement Projects staff recommends increasing funding for the NCIP home repair program to meet growing demand and to allocate funding for the construction of new ADA accessible curb ramps to improve sidewalk safety and accessibility for all.

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

FISCAL IMPACT
The estimated City entitlement allocations for FY24-25 are $1,034,553 in CDBG funds and $437,588 in HOME funds which would be the same as the prior year. The proposed allocations also continue to utilize $71,264 from the General Fund, which is part of the Housing Division’s base budget. Budget actions to appropriate funding associated with the FY24-25 AAP will be brought forward for City Council approval later this year once HUD finalizes its allocation and once the City Council conducts City of Santa Clara Printed on 3/15/2024Page 2 of 3
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24-188 Agenda Date: 3/19/2024
a second public hearing and finalizes the AAP.

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

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

After tonight’s public hearing is complete, there will be further updates and a final version of the AAP will be available for public review and comment 30 days before the second and final public hearing scheduled on May 7, 2024.

The 30-day public comment period for the final version will extend from April 5, 2024 - May 7, 2024.

The final AAP will be made available on the City’s website, and at public locations including the City Clerk’s Office, and the Housing and Community Services Division. Notification of the availability of the Draft AAP was also emailed to interested parties which include local nonprofit agencies.

ALTERNATIVES

1. Approve the 2024-2025 DRAFT AAP

2. Any other Council direction

RECOMMENDATION

1. Approve the 2024-2025 DRAFT AAP and direct staff to include public comments in the final version to be presented to the City Council on May 7, 2024.

2. Delegate authority to the City Manager or designee to execute all agreements and amendments that exceed the City’s $250,000 threshold for federal and local funding that is allocated through the City Council’s adoption of the 2024-2025 Annual Action Plan in final forms approved by the City Attorney.

Reviewed by: Reena Brilliot, Acting Director of Community Development Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. 2024-2025 DRAFT Annual Action Plan

2. 2024-2025 DRAFT Annual Action Plan Funding Breakdown City of Santa Clara Printed on 3/15/2024Page 3 of 3
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FY23-24
Estimated
Entitlement
Prior
Year
Balance
Estimated PI
CDBG FY23-24
HOME FY22-23
FY23-24
Total
Expected
$1,034,553 $15,574 $780,746 $1,830,873
437,588$ $577,412 $10,000 $1,025,000
$225,697 n/a n/a $225,697
$250,000 n/a n/a $250,000
$71,264 n/a n/a $71,264
$3,402,834
# Program
Administration
Estimate
Prog. Income
% Admin
Allowable
Staff
Recomm.
1A CDBG Administration (from allocation) max 20% $206,910 1B CDBG Administration (from est. FY24/25 PI) $100,000 max 20% $20,000 $226,910
2A HOME Administration (from allocation) max 10% $43,758 2B HOME Administration - 10% of 2023/2024 estimated PI of... $100,000 max 10% $10,000 $53,758
$120,308
Est. Funds
Available
max 15% $155,182
$176,086 max 15% $26,412
max 15% $181,594
# Agencies Funded
562
CDBG
Funds
562
HOME
Funds
165
CAHF
Funds
169
CHSF
Funds
001
General
Funds
1 $ 30,000
2 $ 30,000
3 $ 30,000
$ 30,000
4 $ 30,000
5 $ 30,000
7 $ 51,264
8 $ 15,000
9 $ 5,000
10 County - Homeless Prevention Program (HPP) $50,000
11 $15,000 $ 110,000
CIP 13 $ 600,000
14 $ 100,000
15 $ 73,963
16 $500,000
17 $150,000
18 $905,604 $160,697 $ 140,000
19 $65,638
20 $ 226,910
21 Project Sentinel - Fair Housing Services $22,197
22 $31,561
# Budget
Summary
TOTAL

FUNDING
CDBG
funds
HOME
funds
CAHF
Funds
CHSF
Funds
General
Funds
A Public Service Activiites $426,264 $180,000 $0 $65,000 $110,000 $71,264 B Capital Improvement Projects $600,000 $600,000 $0 $0 $0 $0 C Affordable Housing Activities $2,095,902 $823,963 $971,242 $160,697 $140,000 $0 D Program Administration $280,668 $226,910 $53,758 $0 $0 $0 FY 24-25 TOTAL ALLOCATION $3,402,834 $1,830,873 $1,025,000 $225,697 $250,000 $71,264 CDBG Administration
HOME Administration
United Way 211 Services
County - Intensive Case Management (ICM)
CIP for Public Facilities (Curb Cuts)
CIP for Affordable Housing - Liberty Tower
NCIP Activty Delivery Costs
NCIP Loans and Grants
Rebuilding Together - Minor Repair Program
TBRA Administration & Case Mgt.

Community Housing Development Org. (CHDO) Set-aside
CDBG Funds Available for Public Services
Bill Wilson Center - Counseling & Family Therapy
The Health Trust - Meals on Wheels
HOPE Services - Educational Serivces
Silicon Valley Independent Living Center (SVILC)
Senior Adult Legal Assistance (SALA) - Legal Assistance Heart of the Valley - Support & Transportation Services Project Sentinel - Landlord/Tenant Mediation Services
Catholic Charities Ombudsman - Ombudsman Prog.

FY23/24 Anticipated Program Income for PS
City Affordable Housing Fund (CAHF)
City Housing Successor Fund (CHSF)
General Funds

TOTAL AMOUNT OF EXPECTED RESOURCES AVAILABLE
CDBG Funds Available for Program Administration (20%)
HOME Funds Available for Program Administration (10%)
HOME ARP Funds Available for Program Administrion One Year(15%) CDBG Funds Available
for Public Service (PS) Requests
FY24/25 CDBG Entitlement Funds Available for PS
Home Investment Partnership Program (HOME)

CITY OF SANTA CLARA
FISCAL YEAR 2024/2025 ALLOCATIONS
Annual Action Plan Funding Breakdown

TOTAL EXPECTED

RESOURCES
Community Development Block Grant (CDBG)
ADMIN,I Aff. Housng
I I
Public Service Activities
,---
,---
-
2024-2025
Annual Action Plan
(DRAFT)
Prepared by:

City of Santa Clara
Housing and Community Services Division,
Community Development Department
1500 Warburton Ave.

Santa Clara~ CA 95050
(408) 615-2490
Portions highlighted in Yellow are subject to change prior to the publication of the final version.

Contents
AP-05 Executive Summary- 91.200 (c), 91.220(b) ............................................................................................................... 1 PR-05 Lead & Responsible Agencies - 91.200 (b) ................................................................................................................. 3 AP-10 Consultation-91.100, 91.200(b) 91.215 (I) .............................................................................................................. 4 AP-12 Participation 91.105, 91.200 (c) .............................................................................................................................. 7 AP-15 Expected Resources - 91.220 (c) (1,2) ....................................................................................................................... 8 AP-20 Annual Goals and Objectives - 91.220(c)(3)& (e) .................................................................................................... 12 AP-35 Projects - 91.220(d) ................................................................................................................................................. 15 AP-50 Geographic Distribution -91.220 (f) ........................................................................................................................ 18 AP-55 Affordable Housing - 91.220 (g) .............................................................................................................................. 19 AP-60 Public Housing - 91.220 (h) ...................................................................................................................................... 20 AP-65 Homeless and Other Special Needs Activities - 91.220 (i) ....................................................................................... 21 AP-75 Barriers to Affordable Housing- 91.220 (j) ............................................................................................................. 23 AP-85 Other Actions - 91.220 (k) ....................................................................................................................................... 25 AP-90 Program Specific Requirements - 91.220 (I) (1,2,4) ................................................................................................ 27

1. Introduction
The City of Santa Clara (City) is an entitlement city that receives federal funding from the Department of Housing and Urban and Development (HUD). The City receives Community Development Block Grant (CDBG) funds and HOME and Investment Partnerships (HOME)funds.

CDBG funds address community development needs through public service activities and capital improvement projects. At least seventy percent (70%) of gross funding is used to serve low- to moderate- income households .

Eligible projects and activities must meet one of the following national objectives: 1) Benefit low- and moderate income persons; 2) Prevention or elimination of slums or blight; or 3) Address community development needs having an urgency because existing conditions pose a serious and immediate threat to the health or welfare of the community, and other funding is not available .

HOME funds are used fort he development of affordable housing options such as building, and/or rehabilitating affordable rental housing and providing direct Tenant Based Rental Assistance to low-income households.

The City is required to develop a 5-Year Consolidated Plan (ConPlan) that identifies the goals and needs of the community . During the ConPlan cycle, the City must develop Annual Action Plans (AAPs) which detail projects and activities to be funded in during the program year in support of the identified goals and needs. In 2019, the City collaborated with the County of Santa Clara ahd other entitlement jurisdictions to develop the 5-year ConPlan. The Con Plan identifies and prioritizes public services and housing-related needs across the region and for the City of Santa Clara. The purpose of the Con Plan is to guide the City to:

Assess their affordable housing and community development needs and market conditions, Make data-driven, place-based investment decisions; and Conduct community-wide discussions to identify housing and community development priorities that align and focus on eligible activities for HUD'sfunding
The 5-Year ConPlan is supported by the Annual Action Plan (AAP). The AAP documents annually how the City will use HUD funding consistent with the goals and needs identified in the ConPlan. This is the final AAP for this cycle.

2. Summarize the objectives and outcomes identified in the Plan The Annual Action Plan supports the goals and needs identified in the ConPlan as stated below:

Affordable Housing. Affordable Housing projects and activities that benefit low-income households such as affordable rental housing, tenant based rental subsidies, and rehabilitation of single and multi-family housing .

Public Services. Nonprofit partners provide public services to benefit lower income households.

Homelessness. Support activities to end homelessness including homeless prevention programs, case management, outreach activities and support of facilities.

Fair Housing. Promote Fair Housing choice through funding informational and investigative services for tenants and landlords.

Public Facilities. Improvement to public facilities that provide services to low-income people.

Page 1 ends

City Council and Authorities ConcurrentMarch 19, 2024

City Council and Authorities Concurrent
March 19, 2024