City Council and Authorities Concurrent
April 9, 2024

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-136 Agenda Date: 4/9/2024

REPORT TO COUNCIL AND STADIUM AUTHORITY BOARD

SUBJECT
Action on Award of Contract for the Permanent Changeable Message Signs Project to Tennyson Electric, LLC. and Related Budget Amendments

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The Permanent Changeable Message Signs Project (Project) consists of the installation of ten large permanent electronic changeable message signs (signs) on overhead structures in the northern Santa Clara area along Great America Parkway and Tasman Drive (Attachment 1, Project Location Map). The signs will provide real-time directional and traffic safety guidance and wayfinding information to support local events at destinations such as the Convention Center and Levi’s Stadium. These signs can also provide messaging to the public in the case of an emergency. Sample renderings of the proposed CMS are included as Attachment 2.

DISCUSSION
In December 2023, a competitive Request for Bids (RFB) for constructing the Project was published on the City’s electronic bid notification system. The RFB was viewed by over 60 vendors, which included contractors, suppliers, plan rooms, builder exchanges, and more. Beyond the contractors and suppliers who viewed the RFB through Periscope S2G, additional vendors were also able to view the RFB as members of various plan rooms and builder exchanges.

On January 25, 2024, the bid opening for the Project was held via video conference and one bid was received and opened for construction of the Project. The single bid was received from Tennyson Electric, LLC. in the amount of $3,042,385, which is 5 percent above the Engineer’s Estimate of $2,900,000. The Bid Summary is included as Attachment 3. The project team speculates that the reason the City received only one bid may be due to the type of project and the limited number of contractors currently available to perform this type of CMS installation.

Tennyson Electric, LLC’s bid was reviewed by the Department of Public Works and the City Attorney’s Office for compliance with the terms and conditions of the bid documents and has been determined to be the lowest responsive and responsible bid. Staff recommends awarding the construction contract to Tennyson Electric, LLC.

The award of contract will allow construction to commence and the Project is estimated to be substantially complete by Fall 2025. The contract includes prevailing wage requirements.

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ENVIRONMENTAL REVIEW
The Project is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Section 15301(c), “Existing Facilities,” as the activity consists of the minor alteration of existing streets involving no or negligible expansion of the use beyond what is currently existing. .

FISCAL IMPACT
The approximate cost of the contract is $3,042,385, plus a 15 percent contingency, or $456,360, for any potential change orders, for a total not-to-exceed contract amount of $3,498,745. Funding is available in the Permanent Changeable Message Signs project in the Streets and Highways Capital Fund.

In the FY 2017/18 budget, the Stadium Authority Board approved $1,000,000 for Street Signage surrounding Levi’s stadium to better protect, inform and serve patrons attending events. The Project will provide real-time traffic safety and guidance information for planned Levi’s Stadium events to alleviate ingress and egress traffic congestion on surrounding streets. The $1,000,000 budget has been carried forward and is currently available in the FY 2023/24 Stadium Authority Capital Expense Budget. Staff recommends the budget amendments below in the Streets and Highways Capital Fund to increase the estimate for Other Revenue to recognize funding from the Stadium Authority for the Permanent Changeable Message Signs Project and return $747,880 in allocated Project budget to the Gas Tax Fund to fund other transportation related needs in the City.

Budget Amendment
FY 2023/24
Current Increase/
(Decrease)
Revised
Streets and Highways Capital Fund
(533)
Revenue
Other Revenue $750,000 $1,000,000 $1,750,000
Transfers to
Gas Tax Fund $0 $747,880 $747,880
Expenditure
Changeable Message Signs Project
(CIP 1227)
$3,406,728 $252,120 $3,658,848

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

PUBLIC CONTACT
In June 2021 and December 2023, the City sent notification letters to property owners adjacent to the CMS Project area with information about the proposed signs along their frontages. Additionally, on January 29, 2024, the City sent a notification letter to over 1,000 property owners in the vicinity of the Project to inform them that construction work is forthcoming. A Project website has been established City of Santa Clara Printed on 4/5/2024Page 2 of 3
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24-136 Agenda Date: 4/9/2024
to provide additional information to the community and will be regularly updated once construction commences. Staff will also host a Project Community Meeting in April 2024 to provide additional information to the surrounding community and address any questions and comments related to upcoming construction activities.

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

RECOMMENDATION

1. Determine that the proposed actions are exempt from CEQA pursuant to Section 15301 (Existing Facilities) of Title 14 of California Code of Regulations;

2. Award the Public Works Contract for the Permanent Changeable Message Sign Project, to the lowest responsive and responsible bidder, Tennyson Electric, LLC, in the amount of $3,042,385 and authorize the City Manager to execute any and all documents associated with and necessary for the award, completion, and acceptance of this Project, in a final form approved by the City Attorney;

3. Authorize the City Manager to execute change orders up to approximately 15 percent of the original contract price, or $456,360, for a total contract not-to-exceed amount of $3,498,745; and

4. Approve the following FY 2023/24 budget amendments:
a. In the Streets and Highways Capital Fund, increase the Other Revenue estimate to recognize funding from the Stadium Authority, establish a transfer to the Gas Tax Fund in the amount of $747,880, and increase the Changeable Message Signs project by $252,120 (five affirmative Council votes required to appropriate additional revenue); b. In the Gas Tax Fund recognize a transfer from the Streets and Highways Capital Fund and increase the Unrestricted Ending Fund Balance by $747,880 (five affirmative Council votes required to appropriate additional revenue).

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. Project Location Map

2. Sample Permanent Changeable Message Sign Renderings

3. Bid SummaryCity of Santa Clara Printed on 4/5/2024Page 3 of 3 powered by Legistar™

PERMANENT CHANGEABLE MESSAGE
SIGNS PROJECT (CE 17-18-03)

Project Location Map

CMS 1 - SINGLE ARM
(1) CMS FACING SB TRAFFIC
CMS 2 - DUAL ARM
(1) CMS FACING SB TRAFF IC
(2) CMS FACING NB TRAFF IC
CMS 4 - SINGLE ARM
(1) CMS FACING EB TRAFFIC
-t
\,
GREAT \\
,,....AMERICA WAY<'\\
7 ~
I ~ \ CMS 6 - SINGLE ARM
: ~ \ (1) CMS FACING WB TRAFFIC
i \ ~\
\
\
\ "' . " . Q'?-
,Ab ~~~
.,,-·
CMS 5 - SINGLE ARM
. "~s
~ ~ALLEDE
~ RIMA VERA
\ ~ 1 ~

7..L ~
"\~
~
(1) CMS FACING NB TRAFFIC

LOCATION MAP

NOTTO SCALE
Attachment 2, Sample Permanent Changeable Message Sign Renderings

New CMS Sign
Looking East on Tasman Drive
New CMS Sign
Looking North on Great America Parkway

Attachment 3
Bid Summary
PERMANENT CHANGEABLE MESSAGE SIGNS PROJECT (CE 17-18-03) BID
SUMMARY Bid Opening Date: January 25, 2024
ENGINEER’S ESTIMATE: $ 2,900,000.00
Contractor Total Bid ($) Percentage above/below
Engineer’s Estimate
Tennyson Electric, LLC $ 3,042,385.00 4.9% Above

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-267 Agenda Date: 4/9/2024

REPORT TO COUNCIL

SUBJECT
Action on Award of Contract for the Stender Way Junction Transmission Line Extension Project Contract No. 2448-9668 to Hot Line Construction Inc.

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
In support of the Stender Way Junction Capital Improvement Project, the City of Santa Clara’s Electric Department, Silicon Valley Power (SVP), issued a public works bid packet for the Stender Way Junction Transmission Line Extension Project (Project) that extends an existing 60 KV overhead transmission line to provide service to the new Stender Way Junction Substation located on the northeast corner of Central Expressway and Stender Way.

The total length of the transmission line extension is approximately 0.3 miles. The Project includes rebuilding four (4) existing transmission spans, the installation of five (5) custom tubular steel monopoles supported on drilled concrete piers, and two (2) direct embedded steel poles.

DISCUSSION
On February 5, 2024, a competitive Request for Bid (RFB) was published on the City’s bid notification system, Periscope, for construction of the Project. On March 7, 2024, bids for the Project were opened at the City Clerk’s office. The City received two (2) bids from Henkels and McCoy West and Hot Line Construction Inc. in the amounts of $2,293,013 and $1,597,659 respectively. The Bid Summary is included as Attachment 1.

At the bid opening, Hot Line Construction Inc. was declared the lowest apparent bidder with a submitted bid in the amount of $1,597,659, which is 38% percent less than the Engineer’s Estimate of $ 2,344,900.

Hot Line Construction Inc.’s bid was reviewed by SVP staff for compliance with the terms and conditions of the bid documents. Based on that review, Hot Line Construction Inc. has been determined to be the lowest responsive and responsible bidder; therefore, staff recommends awarding the contract to Hot Line Construction Inc.

Award of the contract will allow construction to commence in order to complete the Stender Way Transmission Line Extension Project. The contract includes prevailing wage requirements.

ENVIRONMENTAL REVIEW
In accordance with the California Environmental Quality Act (CEQA), the Project’s potential City of Santa Clara Printed on 4/5/2024Page 1 of 2
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24-267 Agenda Date: 4/9/2024
environmental impacts were analyzed in a Mitigated Negative Declaration for the CoreSite Real Estate SV9, L.P. data center project (Stender Way Junction Substation). The Mitigated Negative Declaration was adopted by City Council on June 8, 2021.

FISCAL IMPACT
The cost of the contract is $1,597,659, plus 15 percent contingency, or $239,648.85, for any potential change orders for a total not-to-exceed contract amount of $1,837,307.85. Funding for the contract is available from the Stender Way Junction Capital Improvement Program Budget.

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

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

RECOMMENDATION

1. Award the Public Works Contract for the Stender Way Junction Transmission Line Extension Project Contract No. 2448-9668 to the lowest responsive and responsible bidder, Hot Line Construction Inc., in the amount of $1,597,659, and authorize the City Manager to execute any and all contracts and documents associated with, and necessary for the award, completion, and acceptance of this Project in final forms approved by the City Attorney; and

2. Authorize the City Manager to execute change orders up to approximately 15 percent of the original contract price, or $239,648.85, for a total not to exceed amount of $1,837,307.85.

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

ATTACHMENTS

1. Bid Summary
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24-267

REPORT TO COUNCIL
City of Santa Clara

Attachment No. 1
Bid Summary

SUBJECT
Action on Award of Contract for the Stender Way Junction Transmission Line Extension Project, Contract No. 2448-9668 to Hot Line Construction, Inc.

BID SUMMARY Bid Opening Date: March 7, 2024
ENGINEER’S ESTIMATE: $ 2,344,900
Contractor Total Bid ($) Percentage
above/below
Engineer’s Estimate
Hot Line Construction Inc. $1,597,659 -37.9%
Henkels & McCoy West $2,293,013 -2.2%

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-1519 Agenda Date: 4/9/2024

REPORT TO COUNCIL

SUBJECT
Action on the Updated Park Master Plan with Preferred Playground Schematic Design for Henry Schmidt Park, Introduction of an Ordinance to Ensure Compliance with Measure R, and Related Budget Amendments

COUNCIL PILLARS
Enhance Community Sports, Recreation, and Arts Assets
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
In 1965, the City of Santa Clara acquired eight and a half acres of farmland from Martin and Ann Perlenda that had been used as a prune orchard since 1894. Dedicated in 1977, Henry Schmidt Park’s existing master plan (Attachment 1) contains a recreation and restroom building, four tennis courts, a basketball court, a softball field, an open grass play area, a playground, an on-site parking lot, picnic areas, and various park amenities. The park is bounded by Los Padres Boulevard to the west, Saratoga Avenue to the south, and residential properties to the north and east. The Facility Condition Assessment (Kitchell, 2018) indicated that the playground and amenities were in poor condition and the building was in fair condition. The playground condition was downgraded to critical and the train-themed play structures were removed due to their unsafe condition.

On February 7, 2023, the City Council approved an agreement with David L. Gates & Associates, Inc. (Consultant) (Attachment 2) for engineering services to develop an updated park master plan and playground schematic design, including site assessment and community input on the preferred park elements.

On July 18, 2023, the Parks & Recreation Commission received a presentation from the Consultant on the Project scope and timeline to develop the schematic design. At this meeting, the Commission initiated public input on the Henry Schmidt Park Playground Rehabilitation Project.

The public engagement process included a community pop-up input session at the Street Dance on August 4, 2023, on Jackson Street, and at the Sunset Cinema event in Henry Schmidt Park on August 11, 2023. In addition to the in-person engagement opportunities, the City hosted an online survey that was available to the public from July 19 - August 14, 2023. Community input was collected from residents regarding their current recreational uses and important priorities. Input was also solicited on “theme” preferences for the new playground area. The themes presented for input were built upon the beloved “train” playground associated with the existing play area. The engagement process ultimately included approximately 850 participants/responses.

Participants stated that the top five (5) activities they engaged in at Henry Schmidt Park were:

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1. Walking (52%)

2. Playing on the playground (46%)

3. Picnic in the park (38%)

4. Enjoying nature (36%), and

5. Engaging in group gatherings/celebrations (30%).

Respondents prioritized these five (5) items for park rehabilitation:

1. Adding shade (64%)

2. Renovating and expanding the playground (60%)

3. Adding picnic areas (48%)

4. Providing more seating areas (47%), and

5. Incorporating more lighting (45%).

When asked about what specific features should be included for the rehabilitation, the top five (5) features they want to see are:

1. Playground equipment (57%)

2. A looped walking path (51%)

3. Site furnishings (50%)

4. A large, shaded group picnic area (48%), and

5. Several smaller picnic areas (46%).

As for the theme of the playground, respondents narrowly favored the “Train Depot” theme (35%) over a “Whimsical Train” (34%) or “Woodland Train” (31%) theme. They also identified strong preferences for specific types of play activities, including sensory play (80%), brachiating (65%), sliding (63%), and spinning (62%).

DISCUSSION
The updated Henry Schmidt Park Master Plan (Plan) concept, included in Attachment 3, reflects the City’s guiding principles, with input from the community for incorporating shade, more seating, additional picnic areas, a looped walking path, enhanced fitness stations, and “Train Depot”-themed playground.

The design includes the following:
· Train Depot theme
· A new entry plaza with permeable pavers designed with an orchard grid · New play area
· New sand play area
· New covered group picnic area
· New small group picnic area
· New drought-tolerant plantings
· New sidewalk
· New pathway (previously constructed)
· New entry node
· New pervious decomposed granite path to the fitness stations · New group fitness stations (removing aged existing fitness elements) City of Santa Clara Printed on 4/5/2024Page 2 of 6
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24-1519 Agenda Date: 4/9/2024
· Resurfaced and striped parking lot
· Upgraded exterior light pole and fixture
· Preserving existing trees and athletic amenities (tennis courts, ball field) · Inclusive playground design
· 7 elements of play for both age 2-5 and age 6-12 play areas · Train engine play element
· Iconic water tower play element
· Train station design with ticket booth play element
· Accessibility to the new play area
· Shade elements (trees and shade canopies)
· Materials are sustainable/durable, and
· PIP (poured-in-place rubberized play surfacing) and engineered wood fiber surfacing.

As proposed, the design will enhance connections between the various park activities. The parking lot will be re-surfaced and two additional parking stalls will be added. The proposed entry plaza, with permeable pavers in the southeast corner of the park, will create a direct path and clear view of the playground from the parking lot and improve the pedestrian connection to the playground and throughout the entire park space. The addition of a looped walking path connects visitors to a new entry node in the northeast corner and playground. This looped walking path links the existing fitness stations along the pathway. A few aged elements of the existing fitness equipment at the park would be removed and replaced with the newly proposed group fitness stations.

The play value assessment table shown in Attachment 4, identifies the level of change, level of skill (beginner, intermediate, and advanced) that each piece of equipment requires, and the number of users each piece can accommodate simultaneously. The assessment evaluates both age groups, 2-5 and 6-12, separately and in combination. Play features are categorized per the City of Santa Clara’s seven (7) elements of play. Inclusive play elements are also quantified.

The “Train Depot”-themed playground has the capacity to accommodate a total of 177 persons, a 520% increase compared to the existing playground, which has the capacity to accommodate only 34 persons.

Once the Phase I design process is complete and Council has approved a revised park site master plan and preferred playground schematic design, the City will undertake Phase II of design of the Project. Phase II of design will include the development of the construction plans according to the approved schematic design, meeting all current regulations and funding nexus requirements.

The design plan does not alter the existing recreation building,restrooms, tennis courts, ball field, basketball courts, or most existing trees.

Measure R Compliance
The recommendation for approval of an update to the Henry Schmidt Park Master Plan may be subject to Measure R. In November 2016, voters passed Measure R, which added Section 714.1 Protection of Parkland and Public Open Space to the City Charter. Measure R prohibits selling, leasing, or otherwise disposing of parkland for a period of one hundred eighty (180) days or more, and also prohibits its use from changing, being abandoned, or discontinued without such sale, lease, disposal or changed use having first been authorized or ratified by a two-thirds majority vote of the electorate during a general municipal election for that purpose. Measure R also prohibits changes in City of Santa Clara Printed on 4/5/2024Page 3 of 6
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24-1519 Agenda Date: 4/9/2024
park use for over 180 days without a majority vote of the electorate and substantial building, construction, reconstruction, or development upon dedicated parkland except pursuant to ordinance subject to referendum. The referendum process is set forth in the Elections Code.

The Henry Schmidt Park Master Plan update and the playground schematic design, if approved, will include changes to the existing park that may be considered as “substantial building, construction, reconstruction, or development.” The approval of the proposed site master plan, playground schematic design and subsequent park rehabilitation project will require an ordinance in order to comply with Measure R that will be recommended for the Council’s consideration and introduced by reference. The proposed project does not include a sale, lease, disposal, or change in use requiring a majority vote of the electorate. Therefore, staff recommends that the City Council approve the Henry Schmidt Park Master Plan update with the preferred playground schematic design, and introduce an ordinance (Attachment 5) to ensure compliance with Measure R. The ordinance authorizes the substantial building, construction, reconstruction, and development of Henry Schmidt Park per the Henry Schmidt Park Master Plan. The Ordinance will be presented again to Council for a second reading and adoption at a future meeting.

ENVIRONMENTAL REVIEW
The action being considered is categorically exempt from the California Environmental Quality Act (“CEQA”) pursuant to the following sections of the CEQA Guidelines:

Section 15302 (Class 2 - Replacement or Reconstruction), in that the project would replace and reconstruct existing facilities on the same site and with substantially the same purpose and capacity as the structure replaced.

Section 1503 (Class 3 - New Construction or Conversion of Small Structures), in that the project will construct limited numbers of new, small facilities or structures and equipment.

Section 15304 (Class 4 - Minor Alterations), and 15304(b) (Class 4(b) - Replacement of Existing Landscaping with Water Efficient Landscaping), in that the project will make minor alterations in the condition of land, water and/or vegetation which do not involve the removal of healthy, mature scenic trees.

FISCAL IMPACT
In the FY 2022/23 CIP budget, $235,000 was appropriated for the Henry Schmidt Park Playground Rehabilitation Project. On February 7, 2023, the City Council approved an agreement with Gates and Associates in the amount of $109,556 to support the development of park concepts and schematic design for the project. While there is no additional fiscal impact associated with the actions in this report related to the update of the Park Master Plan and the adoption of the proposed schematic design, additional funding is needed to complete the remaining scope of design work. This will generally include preparing bid documents (plans, specifications, and engineer’s estimate) for public works bidding, providing assistance to coordinate and secure various permits, and providing services during project advertisement and construction.

Staff recommends a budget amendment to increase the project budget by $275,000 from Mitigation Fee Act funds, for a total budget of $510,000. The amendment includes the remaining amount needed to fully fund the design contract and includes a $2,454 contingency for any unforeseen issues beyond what is provided for in the Agreement. The construction portion of the project is City of Santa Clara Printed on 4/5/2024Page 4 of 6
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24-1519 Agenda Date: 4/9/2024
currently unfunded and additional funding in the amount of approximately $4.3 million will neededto complete the project.

Budget Amendment
FY 2023/24
Current Increase/
(Decrease)
Revised
Parks and Recreation Capital Fund
Fund Balance
Mitigation Fee Act $21,859,302 ($275,000) $21,584,302
Expenditures
Henry Schmidt Playground Rehabilitation $235,000 $275,000 $510,000

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

PUBLIC CONTACT
Public contact was made by posting the City 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 that the proposed actions are exempt from CEQA pursuant to Section 15301 (Existing Facilities); Section 15303 (New Construction or Conversion of Small Structures); Section 15304 (Minor Alterations to Land); and Section 15304 (Replacement of Existing Landscaping with Water Efficient Landscaping) of Title 14 of California Code of Regulations;

2. Recommend that Council approve the updated Henry Schmidt Park master plan with preferred playground schematic design;

3. Approve the FY 2023/24 budget amendment in the Parks & Recreation Capital Fund to increase the Henry Schmidt Playground rehabilitation project appropriation by $275,000 and decrease the Mitigation Fee Act fund balance by the same amount (five affirmative Council votes required for the use of unused balances); and

4. Waive first reading and introduce an ordinance authorizing the substantial building, construction, reconstruction and development of Henry Schmidt Park in accordance with the Henry Schmidt Park master plan.

Prepared by: Dale Seale, Deputy Parks & Recreation Director Review by: Cynthia Bojorquez, Assistant City Manager/Acting Parks & Recreation Director City of Santa Clara Printed on 4/5/2024Page 5 of 6
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24-1519 Agenda Date: 4/9/2024
Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Existing Master Plan for Henry Schmidt Park

2. RTC# 23-1532 on February 7, 2023 with Executed Agreement

3. Henry Schmidt Park - Master Plan Update

4. Presentation on Henry Schmidt Park Playground Rehabilitation Project

5. Measure R Draft Ordinance for Henry Schmidt Park
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Existing Master Plan
community Room &
<D Public Restroom Facility
@ Play Area
@ Picnic Area
© Parking Lot
@ Park Lighting
@ Site Furnishings
(!) Tennis Court
@ Basketball Court
@ Softball Field
@ Loop Path
@ Multi-use Meadow
@ Fitness Station (i)
@ Existing Tree Grove
@ Existing Grassy Berm
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1532 Agenda Date: 2/7/2023

REPORT TO COUNCIL

SUBJECT
Action on an Agreement with David L. Gates & Associates, Inc. for Design Professional Services for the Henry Schmidt Park Playground Rehabilitation Project

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

BACKGROUND
In 1965, the City of Santa Clara acquired eight and a half acres of farmland, previously used as a prune orchard, since 1894, from Martin and Ann Perlenda. Dedicated in 1977, Henry Schmidt Park master plan contains a recreation and restroom building, four tennis courts, a basketball court, a softball field, an open grass play area, a playground, an on-site parking lot, picnic areas, and various park amenities. The park is bounded by Los Padres Boulevard to the west, Saratoga Avenue to the south, and residential properties to the north and east. The 2018 facility condition assessment indicated that the playground and amenities were in poor condition and the building was in fair condition. However, since then, the playground condition was downgraded to critical as the apparatus (train station theme) were removed due to their unsafe condition.

The Henry Schmidt Park Playground Rehabilitation Project (Project) will be completed in two phases.

Phase I of the Project includes reviewing the condition of the park site, obtaining community input, developing a prioritized renovation plan, and completing a preferred schematic design for the playground rehabilitation. Phase II of the Project includes development of the construction plans according to the approved schematic design meeting current regulations, and construction of the Project.

The proposed Agreement for Phase I of the Project includes the following scope of services: conduct a detailed site and facility condition assessment, and ADA evaluation; perform community outreach; and prepare an overall site plan, scope of work, and schematic design for the playground rehabilitation, including a presentation of the proposed plans to the Parks & Recreation Commission for recommendation to City Council. The scope of work for Phase II of the Project will depend on the results of Phase I, but will generally include: preparation of bid documents (plans, specifications, and engineer’s estimate - PS&E) for public works bidding based on the approved schematic design and project site plan; assistance with obtaining Building and Fire permits; and provision of engineering support services during the bid, award, construction, and post-construction stages of the Project.

DISCUSSION
Pursuant to City Code Section 2.105.140(c) and State laws governing procurement of architectural and engineering services, the City followed a qualifications-based selection process whereby City of Santa Clara Printed on 2/3/2023Page 1 of 3
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23-1532 Agenda Date: 2/7/2023
proposers are evaluated and the most qualified is selected, subject to negotiation of fair and reasonable compensation.

In August 2022, the City published a Request for Proposal (RFP) seeking proposals from qualified engineering firms to provide engineering services to develop a park master design and construction documents for the Henry Schmidt Park and Warburton Park & Pool Rehabilitation Projects. Two proposals were received from the following firms:
· David L. Gates & Associates, Inc.
· O’Dell Engineering, Inc. (O’Dell)
The proposals were independently evaluated by a three-member team. Both firms were invited to participate in oral interviews to introduce their proposed project team members and demonstrate their experience and capacity to meet the City’s requirements. After concluding the evaluation process, the team recommends the award of the Henry Schmidt Park Playground Rehabilitation Project to David L. Gates & Associates, Inc. and the Warburton Park & Pool Rehabilitation Project to O’Dell Engineering, Inc. Staff will bring the agreement with O’Dell Engineering, Inc. for Council approval under a separate report.

Staff will return to Council for Phase II services after Council and the Parks & Recreation Commission have reviewed and approved the final schematic design at the end of Phase I.

ENVIRONMENTAL REVIEW
This action is for design professional services and the action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act ("CEQA") Guidelines section 15378 because it does not pose a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.

FISCAL IMPACT
The proposed Agreement for David L. Gates & Associates, Inc. is for a total not-to-exceed amount of $109,566. This amount includes $99,605 for basic services and a contingency of $9,961 (10%) for additional services due to the age of the playground, park site, building and unforeseen conditions that may require additional effort. There is current funding of $235,000 for this agreement (Phase 1) in the Henry Schmidt Park Playground Rehabilitation Project in the Parks & Recreation Capital Fund.

When additional funding is needed to implement Phase 2, Park In-lieu fees will be requested for allocation towards the Project.

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the
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23-1532 Agenda Date: 2/7/2023
public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Authorize the City Manager to execute an agreement with David L. Gates, Inc. to provide professional design and engineering services for the Henry Schmidt Park Playground Rehabilitation Project, with maximum compensation not-to-exceed $109,566; and

2. Authorize the City Manager to execute amendments to the Agreement with David L. Gates, Inc. to make minor revisions and to extend the term, as needed.

Reviewed by: James Teixeira, Director of Parks & Recreation Approved by: City Manager’s Office

ATTACHMENTS

1. Agreement - David L. Gates & Associates, Inc.

City of Santa Clara Printed on 2/3/2023Page 3 of 3
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EBIX Insurance No. S200004741

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANT A CLARA, CALIFORNIA,
AND
DAVID L. GATES & ASSOCIATES, INC.

PREAMBLE
Th is Agreement is entered into as of the City's execution date (Effective Date) between the City of Santa Clara, California, a chartered California municipal corporation (City) and David L. Gates & Associates, Inc., a California corporation (Consultant). City and Consultant may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to th is Agreement."

RECITALS
A. City desires to secure the design professional services more fully described in th is Agreement, at Exh ibitA, entitled "Scope of Services"; B. "Design professional" includes licensed architects, licensed landscape architects, registered professional engineers and licensed professional land surveyors; C. Consultant represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
D. The Parties have specified herein the terms and conditions underwhich such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exh ibitA- Scope of Services
Exhibit B - Schedule of Fees
ExhibitC - Insurance Requirements
Exhibit □- Labor Compliance Addendum
Design Professional Agreement with David L. Gates & Associates Rev. 09-28-18

Th is Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
Un less 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 and terminate December 31, 2025.

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

A. All reports, costs estimates, plans and other documentation which may be submitted or furnished by Consultantshall be approved and signed by an appropriate qualified licensed professional in the State of California.

B. The title sheet for specifications and reports, and each sheet of plans, sh all bear the profession al seal, certificate number, registration classification, expiration date of certificate and signature of the design profession al responsible for their preparation.

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

5. QUALIFICATIONS OF CONSULTANT-STANDARD OF CARE
Consultant represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Consultant's representations regarding its skills and knowledge. Consultant shall perform such Services and duties in conformance to and consistentwith the Design Professional Agreement with David L. Gates & Associates Rev. 09-28-18

professional standards of a specialist in the same discipline in the State of California.

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

A. Complete and file the Form 700 no later than thirty (30) calendar days after the date the person begins performing services undertheAgreement and all subsequent Form 700s in conformance with the requirements specified in the California Political Reform Act; and
B. File the Form 700 with the City's Clerk Office.

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

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

B. Termination for Default. If Consu ltantfails to perform any of its material obligations underthisAgreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Con sultan t.

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

Design Professional Agreement with David L. Gates & Associates Rev. 09-28-18

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

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

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

11. INDEPENDENTCONSULTANT
Consultant and all person (s) employed by or contracted with Con sultan t to furnish labor and/or materials under th is Agreement are in de pen dent contractors and do not act as agent(s) or employee(s) of City. Consultant has fu II rights to manage its employees in their performance of Services underthis Agreement.

12. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Consultant and all otherwritten information submitted to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant and shall not, withoutthe 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 Consultantwhich is otherwise known to Consultant or becomes generally known to the related industry shall be deemed confidential.

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

Design Professional Agreement with David L. Gates & Associates Rev. 09-28-18

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

Consultantshall submitto City any and all reports concerning its performance underthisAgreementthat may be requested by City in writing. Consultant agrees to assist City in meeting City's reporting requirements to the State and other agencies with respect to Consultant's Services hereunder.

15. HOLD HARMLESS/INDEMNIFICATION
To the extent permitted by law, Consu ltantagrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, to the extent arising out of, pertaining to, or related to the negligence, recklessness, or willful misconduct of the Consultant, its employees, subcontractors, or agents in the performance, or non-performance, of Services underthis Agreement.

16. INSURANCE REQUIREMENTS
Du ring the term of th is Agreement, and for any time period set forth in Exhibit C, Consultant shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in ExhibitC.

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

Design Professional Agreement with David L. Gates & Associates Rev. 09-28-18

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

City of Santa Clara
Attention: Parks & Recreation Department
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail atjteixeira@santaclaraca .gov
And to Consultant addressed as follows:

David L. Gates & Associates
Attention : Casey Case
1655 N. Main Street, Suite 365
Walnut Creek, CA 94569
and by e-mail at casey@dgates .com
The workday the e-mail was sent shall control the date notice was deemed given.

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

19. COMPLIANCE WITH LAWS
Consultant shall comply with all applicable laws and regulations of the federal, state and local government , including but not limited to "The Code of the City of Santa Clara , California" ("SCCC "). In particular, Consultant's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter2.130), Lobbying (SCCC Chapter2 .155), Minimum Wage (SCCC Chapter3.20), Business Tax Certificate (SCCC section 3.40 .060), and Food and Beverage Service Worker Retention (SCCC Chapter9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Consultant has read and agrees to comply with City's Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299 ).

20. CONFLICTS OF INTEREST
Consultant certifies that to the best of its knowledge, no City officer , employee or authorized representative has any financial interest in the business of Consultant and that no person associated with Consultanthasanyinterest, director indirect , which cou Id conflict with the faithfu I performance of th is Agreement.Consultant is familiarw ith the provisions of California Government Code section 87100 and Design Professional Agreement with David L. Gates & Associates Rev. 09-28-18

following, and certifies that it does not know of any facts which would violate these code provisions. Consu ltantwill advise City if a conflict arises.

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

22. NO USE OF CITY NAME OR EMBLEM
Consultantshall not use City's name, insignia, or emblem, or distribute any information related to services underthisAgreementin any magazine, trade paper, newspaperor other medium without express written consent of City.

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

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

25. CHANGE PROCEDURES AND AUTHORIZATION
A. Change Orders. Any changes to this Agreement that relate to (i) the deletion of Services, (ii) adding additional Services, or (iii) changing or modifying Services, not to exceed the maximum compensation of this Agreement, shall be made by a written change order authorized by the designated project managers.

B. Amendments. Any changes to this Agreement that relate to (i) an increase in the maximum compensation of this Agreement, or (ii) the term of this Agreement, or (iii) any other terms or conditions of the Agreement not covered by the Change Order provisions set forth above, may only be made by a written amendment duly authorized and executed by the Parties to this Agreement.

Design Professional Agreement with David L. Gates & Associates Rev. 09-28-18

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

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

CITY OF SANTA CLARA, CALIFORNIA
a ch a rte red California municipal corporation
Office of the City Attorney
City of Santa Clara
"CITY"
ice of the City
00 Warburton enu
Santa Clara, CA 95050
Telephone: (408)
615-2210 Fax: (408)
241-6771
DAVID L. GATES & ASSOCIATES, INC.
a California corporation
By (Signature): r _ Y!::!._
Dated: _Ja,.~_a __,___,1 "'--'Y,;i.,_2_0_23 _________ _ Name: =<&::a=e================================
Title: President
Principal Place of 1655 N. Main Street, Suite 365
Business Address: Walnut Creek, CA 94569
Email Address : [email protected]
Telephone: (925) 736-8176, ext 2000
Fax:
"CONSUL TANT'
Design Professional Agreement with David L. Gates & Associates Rev. 09-28-18

EXHIBIT A

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

1. INTRODUCTION

1.1. Consu ltantshall perform or caused to be performed in accordance with th is Agreement all work and services required to develop a master plan for the Henry Schmidt Park Rehabilitation Project (the "Project").

1.2. To the extent not inconsistentwith this Agreement between the City and Consultant including this Scope of Services, the City's SOQ 22-23-17 (including subsequent updates), Consultant's proposal response dated September 12, 2022, and presentation materials dated October 12, 2022 are hereby incorporated by reference herein, and shall supplementthis Scope of Services and be subject to the terms and conditions of the Agreement.

2. DOCUMENTS
Th is Exhibit contains the following Appendices:

2.1. AppendixA1 - City's Project Management Software E-Builder

2.2. AppendixA2- Draft Project Schedule

3. GENERAL REQUIREMENTS

3.1. Consu ltantshall perform all design and engineering services in accordance with the Department of Transportation Standard and Details, City Standard Plans and Specifications, Parks and Recreation Standard Specifications and Details, Americans with Disabilities Act (ADA) Design Guidelines, latest building and fire codes, and other applicable codes and standards. The City shall have the right to review all drawings, specifications, and other documents and electronic records relating to such services.

3.2. For any field work that involves subsurface excavation and/or coring, Consultant shall submit a plan of work for the City's review and approval prior to proceeding.

3.3. Any changes to the project team through the course of the Services sh all be approved in writing by City.

4. RESPONSIBILITIES OF CITY
The City will provide to Consultantthe following information and support for the Project as available and as required for the Project:

4.1. Record drawings.

Design Professional Agreement with David L. Gates/Exhibit A-Scope of Services Rev. 09-28-18

4.2. City's Standard Details, Specifications, Benchmark, and Design Criteria.

4.3. Storm Drain (SD), Sanitary Sewer (SS), Electric, Fiber, Water and Recycled Water Block Book Maps.

4.4. Geographic Information System (GIS) data including land parcels, street centerlines, City sanitary sewers, City storm drains, and aerial photographic tiles.

4.5. Payment of permit application fees with other internal departments.

4.6. Filing exemption under the California Environmental Quality Act.

4.7. Any other relevant data or records.

5. PROJECT MANAGEMENT
Generally, Consultantshall:

5.1. Utilize the City's Project Management Software E-Builderforgeneral project management. See AppendixA1.

5.2. Manage its team and overall project activities consistent with the requirements set forth in th is Agreement including but not limited to maintaining the Project with in schedule and budget.

5.3. Manage subconsultants, maintain schedule and budget, anticipate and mitigate potential design issues and delays, and coordinate and update the City on the overall progress of the Project.

5.4. Organize and attend project meetings with the City to discuss project progress, decisions and direction, and to coordinate activities. Meetings shall be held at key project milestones and shall include, but are not limited to:

5.4.1. Kick-off Meeting

5.4.2. Preliminary/Evaluation Meeting

5.4.3. Community Meeting

5.4.4. Parks and Recreation Commission Meeting(s)

5.4.5. City Council Meeting(s)

5.5. Coordinate with all affected parties, including the City, design team members, consultants, utility companies, and othergovernmental agencies as may be required for completion of project deliverables and coordination of Quality Assurance/Quality Control (QA/QC) activities.

5.6. Meetings shall be budgeted for and invoiced under each respective task or activity requiring a meeting and not as project management. Preparation for meetings shall be considered as included in the task or activity for which the meeting is involved. A kick-off meeting shall be conducted with designated City staff prior to beginning work to review anticipated tasks and schedule, review available information and needs, and address any outstanding questions regarding the project moving forward raised by City or Consultant.

Design Professional Agreement with David L. Gates/Exhibit A-Scope of Services Rev. 09-28-18

During the course of the agreement, while there is active work on the Project, Consu ltantshall schedule and attend brief bi-weekly (every other week) conference call with the City. The purpose of these bi-weekly conference calls will be to keep City apprised on the Project's progress and address any issues that may arise during the course of the Project.

5.7. Provide monthly progress reports.

5.8. Coordinate with project stakeholders as needed to inform each stakeholder of the project work and incorporate any necessary accommodations into the final submittal documents.

5.9. Provide Review/Plan Check Log (Response Matrix) summarizing comments received from various City Departments/Divisions and agencies. Response Matrix shall include, but not be limited to, commenting department/division or agency, comments, response to comments, action items, and person responsible for follow up. Consultant shall be responsible for resolving comments from each commenter and shall identify to City any comments that cannot be resolved to have final discussion and resolution. Submit Response Matrix in electronic format with each route of plan check submittal.

5.10. Conduct QC reviews in accordance with its QA Program guidelines.

Consultant shall provide a copy of its QA Program guidelines and shall provide a QC report at the end of each task. Time spent for QA-QC reviews for specific deliverables shall be budgeted and billed u ndereach respective task requiring QA-QC review and not as Project Management.

5.11. Consultant administrative staff time spent preparing invoices shall be considered as included in the overhead of the Consultant's basic hourly rates and shall not be billed. Additionally, addressing administrative issues, such as preparing additional services requests or budget modifications, shall also be considered as included in the overhead of the Consultant's basic hourly rates and shall not be billed to the City as additional cost.

5.12. Deliverables:

5.12.1. Progress schedules in Microsoft Project format (submitted electronically as an 11" x 17" PDF file and in native Microsoft Project format).

5.12.2. QA Program guidelines and QC reports for each task (in PDF file).

5.12.3. Meeting agendas, preparation materials, and meeting minutes for each project meeting (in PDF file).

5.12.3.1. Monthly progress reports and invoices (in PDF file).

5.12.3.2. Estimate -One (1) PDF and one (1) Microsoft Excel file.

5.12.3.3. Miscellaneous project information (as requested).

5.12.3.4. Meeting minutes-one (1) PDF and one (1) Microsoft Word file.

Design Professional Agreement with David L. Gates/Exhibit A-Scope of Services Rev. 09-28-18

6. PROJECT SCHEDULE

6.1. Attached as AppendixA2 is the Draft Project Schedule. The Parties shall agree on the Approved Project Schedule as set forth in Section 8.1.2.

6.2. Consultantshall monitorand update the Approved Project Schedule throughoutthe course of the Project. The Approved Project Schedule shall show significant milestones for the Project. Consu ltantshall notify City if there are delays or potential delays in any phase of the Project. In such event, Consultant shall make up the schedule in subsequent phases of the Project or provide information to City substantiating a request for time extension (which may not be approved by the City). The Approved Project Schedule shall be maintained at all times and shall be updated each time progress and milestones are achieved and/or changed.

6.3. Changes to the Approved Project Schedule shall be at no additional cost, unless there are changes or additions to this Scope of Services. Any changes to the Approved Project Schedule must be mutually agreed to and incorporated into a revised Approved Project Schedule.

7. KEY PERSONNEL

7.1. The following individuals are designated as Key Personnel as of the Effective Date of th is Agreement.

Name Title
Chu ck Gardella Principal-in-Charge
Kimmy Chen Project Manager
Casey Case Outreach Coordinator
Name of Subconsultants Role
Sandis Civil Enqineerinq
BS K Associates Geotechnical Eni:1ineers
Atium Enqineerini:1 Electrical Enqineers
Lionakis Structural Enqineers
Woodwreeve Arborist
Proactive Risk Solutions Plavi:1round Inspector

7.2. Any replacement of Key Personnel whether requested by the City or Consultant is subject to the City's final approval.

8. PHASE 1 - SITE SURVEY, COMMUNITY OUTREACH, AND SCHEMATIC DESIGN

8.1. Task 1: Project Research and Site Assessment
Consultant shall gather, review, and assess existing data, records, and reports relative to the Project and conduct necessary investigations and analyses required to identify issues that could impact or be impacted by the project. This task includes:

Design Professional Agreement with David L. Gates/Exhibit A-Scope of Services Rev. 09-28-18

8.1.1. Task1.1: City Kick-Off Meeting
Consultantshall meet with City to review and discuss options for park program, public outreach, City standards for materials, etc. for the park design.

8.1.2. Task 1.2: Project Schedule
Consultantshall update the Draft Project Schedule with the information received du ring the kick-off meeting. Upon the City's approval, the schedule shall be designated as the Approved Project Schedule.

8.1.3. Task 1.3: Arborist Tree Inventory Report
Consultant shall visit the site, tag trees, measure the diameter at breast height (DBH), and review the general health, structure, apparent disease or deformities, and provide a tree inventory report to the City. This report will be useful in determining the impact of any potential work with in the tree protection zone of each tree.

8.1.4. Task 1.4 Electrical Infrastructure Investigation Consultant shall explore the existing infrastructure and assess potential for service upgrades and/or new infrastructure and support for buildings and park amenities. The electrical engineering, fiber requirements, and site lighting approach would be predicated on an initial review of existing equipment, power and lighting to identify opportunities for improvements along pathways, parking lots, and play areas. Further, it will explore and assess the existing infrastructure to determine capabilities as well as the requirements for "smart park" features (WIFI, irrigation, automated doors and gates).

8.1.5. Task1.5: Topographic Survey and Mapping
Consu ltantshall perform a topographic survey including all hardscape and softscape, and locate surface-visible utility features and improvements. At manholes and accessible structures, measure invert elevations will be noted of all gravity storm drains and sewer pipes.

8.1.6. Task 1.6: Geotechnical Investigation
Consultant sh all perform subsurface exploration in eluding two to three borings, with laboratory soils testing, including infiltration rate testing. Consultantshall prepare a geotechnical report summarizing the results and providing recommendations. The report will provide valuable information for use in engineering of the buildings, structure footings, pavement, and potential retaining walls.

8.1.7. Task1.7: Site Analysis & Data Review
Consultant shall gather, review, and assess existing data, records, and reports relative to the Project and conduct necessary investigations and analyses required to identify issues that could Design Professional Agreement with David L. Gates/Exhibit A-Scope of Services Rev. 09-28-18

impact or be impacted by the Project, including bu tare not limited evaluating ADA pedestrian pathway and completing site survey and base setup.

8.2. Task 2: Schematic Design/Public Outreach

8.2.1. Task 2.1 Public Outreach Preparation
Consultantshall prepare public outreach materials such as image boards with the preliminary schematic park plan, options for park elements, playground imagery, site furniture, and an existing condition exhibit.

8.2.2. Task 2.2: Survey Preparation
Consultantshall work with the City to develop an on line survey with questions and images focusing on Primary Design Elements and options, and meet with the City to review prior to presenting at the public meetings.

8.2.3. Task2.3: Public Outreach Meeting

8.2.3.1. Consu ltantshall prepare all presentation materials, including graphic boards, reports, etc., and present
amenity options to the public in a two-hour meeting. Public, user groups, potential donors, and staff may attend. This may be an on line meeting oran in-person meeting, as
determined by the City.

8.2.3.2. Consultant shall also gatherinputfrom the community via on line polling and surveys.

8.2.3.3. Consultantshall documentthe feedback and consensus achieved.

8.2.4. Task 2.4: Preliminary Schematic Designs
Consultant shall develop two to three preliminary schematic designs which incorporate in put from the public, user groups, potential donors, and City staff.

8.2.5. Task 2.5: Preliminary Cost Estimate
Consultant shall prepare a Rough Order of Magnitude (ROM) style of cost estimate for the preliminary schematic designs to aid the City in its decision-making.

8.2.6. Task 2.6: Parks and Recreation Commission Review Meeting #1

8.2.6.1. Consultantshall meetwith the PRC to initiate public outreach for the Project.

8.2.6.2. Consultant shall present to the PRC the public input received and two to three preliminary schematic park
plans.

Design Professional Agreement with David L. Gates/Exhibit A-Scope of Services Rev. 09-28-18

8.2.6.3. Consultantshall gather in put and feedback from the PRC.

8.2.7. Task 2.7: Final Schematic Design

8.2.7.1. Based on the input gathered from the community, the PRC, and the City, Consultant shall develop an accurate and
scaled Site Plan and Draft Schematic Design (SD) for
written approval by the City that will include:

8.2. 7 .1 .1 . overall location and site plan;

8.2.7 .1.2. existing conditions;

8.2.7 .1.3. schematic design options, including building as necessary

8.2.7 .1.4. playground use matrix with elements of play;

8.2.7 .1.5. elevations/grading/drainage;

8.2.7 .1.6. irrigation & planting plan;

8.2.7.1.7. lightingplan;

8.2.7 .1.8. American with Disabilities Act (ADA)
compliant accessible routes;

8.2.7 .1.9. other tables; and

8.2.7 .1.10. materials/equipment specifications.

8.2.7.2. The City shall notify Consultant as to whether it approves or disapproves the Draft Schematic Design documents.

The City will review the Draft Schematic Design documents and will mark them to indicate whether changes and/or
corrections are required. Consultant shall address all
material comments and questions appropriately including, when appropriate, incorporating the comments, corrections and/or changes on the original documents and
resubmitting the documents.

8.2.8. Task 2.8: Final Schematic Design Cost Estimate
Consu ltantshall update the cost estimates to reflect any changes or refinements depicted in the Final Schematic Design.

8.3. Final Draft Schematic Designs

8.3.1. Task 2.9: Parks and Recreation Commission Review Meeting #2 Consultant shall presentto the PRC a Final Schematic Design for recommendation to the City Council for approval.

8.3.2. Task 2.10: City Council Review Meeting

8.3.2.1. Consultant shall presentto the City Council the recommended Schematic Design.

Design Professional Agreement with David L. Gates/Exhibit A-Scope of Services Rev. 09-28-18

8.3.2.2. Consu ltantshall gather in put and feedback from the City Council and make revisions to the Final Schematic Design if necessary.

8.3.2.3. Consultantshall provide unlimited revisions to the Final Draft Schematic Designs, at no additional cost, to ensure the City's satisfaction with the document.

8.4. Phase 1 Deliverables:

8.4.1. Site Topographic Survey

8.4.2. Geotech n ical report(s)

8.4.3. Arborist Tree Inventory Report

8.4.4. Two to Three Preliminary Schematic Designs and Preliminary Cost Estimates

8.4.5. One Final Scaled Schematic Design and Final Schematic Design Cost Estimates

8.4.6. PowerPoint Presentations

8.4.7. Meeting Attendance
Design Professional Agreement with David L. Gates/Exhibit A-Scope of Services Rev. 09-28-18

APPENDIXA1 TO EXHIBIT A

CITY'S PROJECT MANAGEMENT SOFTWARE E-BUILDER
General Requirements:
a. Consultant and Subcontractors shall provide at a minimum, the following to its staff:
i. Computer: Minimum Intel Pentium® 4 Processor 2.4 GHz or equivalent processor with 512MB of RAM; recommended Centrino Duo® Processors 1.6 GHz or equivalent with 2GB of RAM, or higher.
ii. Computer Operation System: Windows XP, Windows Vista, or Windows 7 iii. Web Browser: Microsoft Internet Explorer 9
iv. Work and Spreadsheet Processors: Microsoft Office Word, Excel and Outlook v. Scheduling Software: Microsoft Project or Primavera
vi. Internet Service Provider: A reliable ISP in the area of the Project vii. Connection Speed/Minimum Bandwidth: DSL, ADSL or T1 Line for transferring a minimum of 3 Mbps Downstream and 512 Kbps Upstream b. Consultant and Subcontractors shall provide its management personnel assigned to this Project with access to personal computers and the Internet on a daily basis.

Project Web Requirements:
a. This project will utilize a web-based project management tool called e-Builder Enterprise™. This web-based application is a collaboration tool, which will allow all project team members continuous access through the Internet to important project data as well as up to the minute decision and approval status information. b. Consultant and Subcontractors shall conduct Project controls, outlined by the Owner, Development Manager, and Construction Manager, utilizing e-Builder Enterprise™.

This designated web-based application will be provided by the Consultant to the Subcontractors. No additional software will be required. Furthermore, the Development Manager will assist Consultant in providing training of Subcontractor's personnel.
c. Consultant and Subcontractors shall have the responsibility for visiting the Project web site on a daily basis, and as necessary to be kept fully appraised of Project developments, for correspondence, assigned tasks and other matters that transpire on the site. These may include but are not limited to: Contracts, Contract Exhibits, Contract Amendments, Drawing Issuances, Addenda, Bulletins, Permits, Insurance & Bonds, Safety Program Procedures, Safety Notices, Accident Reports, Personnel Injury Reports, Schedules, Site Logistics, Progress Reports, Daily Logs, Non-Conformance Notices, Quality Control Notices, Punch Lists, Meeting Minutes, Requests for Information, Submittal Packages, Substitution Requests, Monthly Payment Request Applications, Supplemental Instructions, Construction Variation Directives, Potential Variation Orders, Variation Order Requests, Variation Orders, and the like. All supporting data including but not limited to shop drawings, product data sheets, manufacturer data sheets and instructions, method statements, safety MSDS sheets, Substitution Requests and the like will be submitted in digital format via e-Builder Enterprise™.

Electronic File Requirements:

In addition to the standard closeout submittal requirements detailed elsewhere in the Contract Documents, the Consultant and Subcontractors shall also submit all closeout documents including all "As-Built Drawings", catalog cuts and Owner's Operation and Maintenance manuals in digital format. All documents (including as-built drawings) shall be converted or scanned into the Adobe Acrobat (.PDF) file format and uploaded to e-Builder Enterprise™.

Design Professional Agreement with David L. Gates/Exhibit A-Scope of Services Rev. 09-28-18

Builder Implementation Requirements
e-Builder Enterprise™ is a comprehensive Project and Program Management system that will be implementing for managing documents, communications and costs between the Consultant, Subcontractors, Design Consultants and Owner . e-Builder Enterprise TM includes extensive reporting capabilities to facilitate detailed project reporting in a web-based environment that is accessible to all parties and easy to use.

Central Document Vault: e-Builder Enterprise™ system includes a central database that maintains all project information and manages project communications amongst team members.

Communication/Correspondence: e-Builder provides electronic routable communication forms that provide historical tracking, documentation, and increased accountability of project members.

Project Calendars: Meetings will be scheduled and maintained centrally on e-Builder Enterprise TM
~eal tim·e, upcla~ed
:s_d1ed.ule lnf<>rmatlon'
Automated communications
( e.g,, e:'mail notifications of changes
In schedule, documents, workflow)
Program Mahag11ment
Schedul.es
Cost
Workf!ow (transmlttals;submlttals,
RFls,change otders)
Real time, updated
cost/bud,get !~formation
Automated notlficarions
of project changes
0 (scheduie, .
workflow, cosr, ml/est ones, other) .

Executives
Coiuulta'nts, Architects,
Eriglneer$;Contril(tOI'$ Facilitle~ Management
Reporting: All of the project and program data including documents, communications and costs are accessible through integrated online reports. These reporting tools are completely configurable by each user. All reports can be exported to Excel for added flexibility.

E-Builder Licensing Requirements
Design Professional Agreement with David L. Gates/Exhibit A-Scope of Services Rev. 09-28-18

E-Builder Enterprise™ User Licenses: Each user license is for access to the site consisting of unlimited data storage. Users can be direct employees of the Consultant as well as its Subcontractors and/or Suppliers.

Each user license includes full access to e-Builder Enterprise™ including all of the documents and reports mentioned above. Furthermore, each user license provides the e-Builder software as a service (SaS) including:
• All hosting, operation, maintenance, and data backup of thee-Builder Enterprise™ software and documents which are maintained in state-of-the-art data centers located throughout the United States.
• Quarterly e-Builder Enterprise™ software enhancements • Unlimited phone, email, and web-based support 24-hours:
e-Builder Enterprise™ user licenses shall be obtained by the Owner, Development Manager, Construction Manager, Design Consultants, QA/QC Agencies, and Project Management staff in which the Consultant is not responsible.

Design Professional Agreement with David L. Gates/Exhibit A-Scope of Services Rev. 09-28-18

APPENDIX A2 TO EXHIBIT A- DRAFT PROJECT SCHEDULE
PROJE,CT SCHEDULE: Henry Sd:tmidt Park - PHASE 1
12/20/2022
Subtask 1.2
Subtask 1.3
Subtask 1.4
Subtaskl.5
Subtask 1.6
Subtask 2.2
Subtask 2.3
Subtask2.4
Subtask 2.5
Subtask 2.6
Subtask 2.7
Subtask 3.2
Proejct Sc-.hed ule
Arbori:st Tree Invento ry Report
Eletrical Infrastructure lnvetigation
Topographic Survey-and Mapping
Geotechn ical Investigation
Survey Preparation
Public Outreach Meeting (03/18/23 }
Preliminary Schematic Designs
Preliminary Cost Estimate
PRC #1 - Draft /Fina l Slide Deck Deliverab le Date (5/16/23) Parks and Recreation Commission Review Meeting #1
Final Schematic Design
Parks and Recreation Commission Review Meeting #2
City Councit Review Meeting (8/8/23)
• City Meeting/Check in call
♦ Public Outreach Meeting
■ Public Meeting (Park+ Rec Commission, Council)
- Work in p rogress
Design Professional Agreement with David L. Gates/Exhibit A-Scope of Services Rev. 09-28-18
2023
• •
•i
•
■

EXHIBIT B

SCHEDULE OF FEES

1. MAXIMUM COMPENSATION
The total maximum compensation the City will pay the ConsultantunderthisAgreement shall not exceed One Hundred Nine Thousand Five Hundred Sixty-Six Dollars ($109,566) during the term of the Agreement. Any additional fees, costs and expenses requested by the City that would exceed the preceding maximum amount will be addressed in an Amendmentto the Agreement.

2. FEE SCHEDULE
Consultant's compensation is set forth below. The fees include all labor, materials, equipment, overhead, general administrative costs, and profit.

Table 81: Fixed Fee Schedule
Basis of
Description Compensation
TASK 1 - PROJECT RESEARCH AND SITE ASSESSMENT
Task 1.1 Kick off meetinq Fixed fee
Task 1.2 Project Schedule Fixed fee
Task 1.3 Arborist Tree Inventory Fixed fee
Task 1 .4 Electrical Fixed fee
Task 1.5 Topographic Survey and Mapping Fixed fee
Task 1.6 Geotech Fixed fee
Task 1.7 Site Analysis Fixed fee
Subconsultants Fixed fee
Subtotal (Task 1)
TASK 2 - SCHEMATIC DESIGN AND PUBLIC OUTREACH
Task 2.1 Public Outreach Prep Fixed fee
Task 2.2 Survey Preparation Fixed fee
Task 2.3 Public Outreach Meeting Fixed fee
Task 2.4 Preliminary Desians Fixed fee
Task 2.5 Preliminary Cost Estimates Fixed fee
Task 2.6 PRC Meetinq #1 Fixed fee
Task 2.7 Final Deskin Fixed fee
Task 2.8 Final Cost Estimate Fixed fee
Task 2.9 PRC Review Meeting #2 Fixed fee
Task 2.10 Citv council presentation Fixed fee
Subtotal (Task 2)
10% Contingency See Section 3

MAXIMUM COMPENSATION
Design Professional Agreement with David L. Gates/Exhibit B-Schedule of Fees Rev. 09-28-18
Total
$1,350
$600
$4,750
$540
$29,980
$11,090
$6,085
$54,395
$720
$3,120
$5,400
$11,460
$2,440
$3,500
$9,130
$2,040
$3,500
$3,900
$45,210
$9,961
$109,566

3. ADDITIONAL SERVICES

3.1. In the event additional services are required that are outside the scope, Consultant shall provide a quote to the City in writing. The quote may be on time and materials based on Consultant's rates listed in Table 82 or a lump sum amount. Cost of services and expenses charged to Consultant by outside consultants and professional or technical firms shall be at actual cost plus 10%. Reimbursable expenses will be billed at actual cost plus 10%.

Table 82: Consultant's Hourly Rates
Classification Regular Hourly Rate
Partner $240
Principal $220
Associate Principal $200
Senior Associate $175
Job Captain $155
Sr. lrriqation Desiqner $175
CommunitvOutreach Facilitator $160
Marketinq Coordinator $150
Administrative/Drafter $135

3.2. Consultant shall not perform additional services until receipt of City's written authorization.

4. PAYMENT SCHEDULE

4.1. Consultantshall base its invoice on the percentage of services for each task completed during the previous month.

4.2. City will pay Consu ltantwith in thirty (30) days of City's receipt of an approved invoice.

Design Professional Agreement with David L. Gates/Exhibit B-Schedule of Fees Rev. 09-28-18

EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less th an one million dollars ($1,000,000) each accident using, or providing coverage at Design Professional Agreement with David L. Gates/Exhibit C-lnsurance Rev. 09-28-18

least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

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

C. WORKERS' COMPENSATION

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

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

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

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

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

Design Professional Agreement with David L. Gates/Exhibit C-lnsurance Rev. 09-28-18

1. 2.

Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Consultant's work for City, using lnsu ranee 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.

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

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

4. Other Endorsements. Other endorsements may be required for policies other th an the commercial gen era I liability policy if specified in the description of required insu ranee set forth in Sections A th rough E of th is ExhibitC, above.

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

1. Consultant agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Consultant, provide the same minimum Design Professional Agreement with David L. Gates/Exhibit C-lnsurance Rev. 09-28-18

insurance coverage required of Consultant, except as with respect to limits. Consultant agrees to monitor and review all such coverage and assumes all responsibility forensu ring that such coverage is provided in conformity with the requirements of this Agreement. Consultant agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

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

3. The City reserves the right to withhold payments from the Consultant in the event of material non compliance with the in su ranee requirements set forth in this Agreement.

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

H. EVIDENCE OF COMPLIANCE
Consultant or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or theirequivalentand 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 th is Agreement.

Upon City's request, Consultant shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of th is Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuantto this Agreement shall be e-mailed to [email protected]:

Or by mail to:

EBIX Inc.

City of Santa Clara - Parks & Recreation Department
Design Professional Agreement with David L. Gates/Exhibit C-lnsurance Rev. 09-28-18

P .0. Box 100085 - S2
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Consultant shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insu ranee company of equal financial stability that is approved by the City or its insurance compliance representatives.

Design Professional Agreement with David L. Gates/Exhibit C-lnsurance Rev. 09-28-18

EXHIBIT D

LABOR COMPLIANCE ADDENDUM
Th is Agreement is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable require men ts.

A. Prevailing Wage Requirements

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

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

3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shiftwork. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required.

Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shiftwork and travel and subsistence requirements can be found atwww.dir.ca.gov.

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

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Consultant agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term "certified payroll" shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified Design Professional Agreement with David L. Gates/Exhibit D-Labor Compliance Rev. 09-28-18

payroll, fringe benefit statements and backup documentation such as monthlybenefitstatements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

6. In addition to submitting the certified payrolls and related documentation to City, Consultant and all subcontractors shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations.Failure to submit payrolls to the DIR when man dated by the project parameters sh all also resu It in the with h aiding of progress, retention and/or final payment.

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

8. No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pu rsuantto Labor Code section 1725.5. Contractors MUST be a registered "public works contractor'' with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.

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

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

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

8. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at anytime during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is Design Professional Agreement with David L. Gates/Exhibit D-Labor Compliance Rev. 09-28-18

practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Consultant's address indicated for receipt of notices in this Agreement.

C. Enforcement

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

2. Based on State fun ding sources, th is project may be subject to special labor compliance requirements of Proposition 84.

3. The City is not obligated to make any payment due to Consultant until Consultant has performed all of its obligations underthese provisions.

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

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

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

Design Professional Agreement with David L. Gates/Exhibit D-Labor Compliance Rev. 09-28-18

Henry Schmidt Park – Master Plan Update
Balancing Play
Of 0,,U.LF1ELO
I
i
i i
i
i
i
i
i ;
- · -·----·-·- ·-· -·- ....... j,,,
0 NEW ENTRY PLAZA
(PERMEABLE PAVERS)

WITH ORCHARD GRID
@ NEW PLAY AREA
(7,200 - 8,300 SF)

G) NEW SAND PLAY AREA
©

NEW COVERED GROUP

PICNIC AREA
®

NEW SMALL GROUP

PICNIC AREA
©

INDIVIDUAL PICNIC AREA
0 NEW DRO UGHT

TOLERANT PLANTI NGS
©

NEW SIDEWALK
® NEW PATHWAY
(PERVIOUS CONC.)
@) NEW ENTRY NODE
®

NEW PERV IOUS DG

PERIMETER WALK ING
PATH
® NEW DG PATH TO

FITNESS STATIONS
@ NEW GROUP FITNESS

STATIONS
@ EX. FITNESS TO BE

REMOVED
@ RESURFAC ED &

STRIP ED PARKING LOT
@ UPGRADE EX. LIGHT

POLE/F IXTURE
® EXISTING T REE TO
REMAIN
City Council Meeting
Item. RTC #24-1519
Action on the Park Master Plan
and Schematic Design for Henry
Schmidt Park Playground
Rehabilitation Project and
Related Budget Amendments
April 9, 2024
I
Purpose of Presentation
• Review Existing Henry Schmidt Master Plan
• Present Summary of Community Input
• Introduce Preferred Playground Schematic Design
• Update Henry Schmidt Park Master Plan
• Recommend Approval of the Updated Henry Schmidt Park Master Plan with the Preferred Playground Schematic Design
Background
• September 2013 – Council Established Goal to
Enhance Community Sports, Recreation and Arts
Assets
• January 2018 – Facility Condition Assessment
Report
• February 2023– Gates + Associates Design Contract
• April 2023 – Project Kick-off
• July 18, 2023 – 1
st PRC Meeting
• July 19 to August 14, 2023 – Online Survey
• August 4 & 11, 2023 – Pop-up Events
• November 21, 2023 – 2 nd PRC Meeting
Henry
Schmidt Park
Everett
Alverez Jr
Park
Westwood
Elementary
School
Pruneridge
Golf Club
Project Objectives and Guidelines
 Use research-based best practices in playground design and comply with all current codes.  Incorporate principles of inclusive playground design in the individual elements and the overall site plan.  Incorporate seven elements of play (balancing, swinging, sliding, climbing, brachiating, spinning, and running/free play
) at the beginner, intermediate and advanced levels of play.  Increase playground capacity while maintaining historical train theme of the existing park.  Provide “age-friendly” (multigenerational) spaces.
 Integrate nature and habitat (California native, drought resistant plants) into play environments.  Provide outreach/education and master planning with residents and community partners.  Address safe routes to parks (system connectivity) and American Disability Act (ADA) requirements within the park.
 Be sustainable (in materials, construction, life cycle, operations, and maintenance).

Existing Master Plan
<D Community Room &
Public Restroom Facility
@ Play Area
@ Picnic Area
----- @ Parking Lot
@ Park Lighting
® Site Furnishings
(j) Tennis Court
® Basketball Court
® Softball Field
@ Loop Path
0 Multi-use Meadow
@ Fitness Station ~
@ Existing Tree Grove
@ Existing Grassy Berm
Community Input
Balancing Play
What do you enjoy doing when you visit the park?
Top 5 Activities:
• Walk (52%)
• Play on the Playground (46%)
• Picnic at the Park (38%)
• Enjoy Nature (36%)
• Group Gatherings/Celebrations (30%)
c· 4> 11111 lty of Santa CJ ara
--~-.. • • C"""~--... • • • .
~ =:ac:~ :::'f.i- - •
• • WhAl DO YOU INJOY DOINIIII WHEN YOU
• VISIT THI PARK (SELECT TOP 3)
F
Community Input
Balancing Play
What park areas are important to you for the rehabilitation of the project?
Top 5 Areas:
• Shade (64%)
• Playground –
Renovate and Expand (60%)
• Picnic Areas (48%)
• Seating Areas (47%)
• Lighting (45%)

Community Input
Balancing Play
Which features should be included for the rehabilitation? Top 5 Features:
• Playground Equipment (57%)
• Looped Walking Path (51%)
• Site Furnishings (50%)
• Large Shaded Group Picnic Area (48%)
• Several Smaller Picnic Areas (46%
)
• --o.JIC,11 . --.-.. . :::.:n• •• r ::r-.
• • • • • , .._ __ ..
\'.::!:" ... t - ....
........ ···~--
9s~¥r~ ~
;, •• • • ·:: •. :;JI'#, .,,,. • • ..- - · • .. ~ . . . .

WHAl ,u,uau SHOULD ■ I INCLUDED FOIi
RIHA ■ILITATION (SELECT TOP II)
PAR
Community Input
Balancing Play
Train Theme:

1. Train Depot: 35%

3. Whimsical Train: 34%

2. Woodland Train: 31%
Trai n Depot Theme
Woodland Train Theme
Wh imsical Train Theme
Community Input – 7 Elements of Play
Balancing “c” – 48%
Brachiating “b” – 65%
Climbing “c” – 54%
Balancin2 Play - a Balancin2 Play - b Balancin2 Play - c Brachlating Play • a Brachlating Play - b Brachiating Play • c Climbin2 Play - a Climbin2 Play - b Climbin2 Play - c
Community Input – 7 Elements of Play
Sliding “b” – 63%
Spinning “b” – 62%
Swinging “b” – 40%
Sliding Play · a Slid ing Play · b Sliding Pl ay • c
Spinnine Play• a Spinnine Play. b Spinnine Play • c
Swinging Play • a Swinging Play • b Swing ing Play • c
Community Input – 7 Elements of Play
Sensory Play “b” – 80%
Music Play “b” – 45%
Sensory Play • a Sensory Play • b
Music Pl ay - a Music Play - b Music Play - c
Henry Schmidt Park – Master Plan Update
Balancing Play
0 NEW ENTRY PLAZA @) NEW ENTRY NODE
(PERMEABLE PAVERS )

WITH ORCHARD GRID
®

NEW PERVIOUS DG

PERIMETER WALKING
0 NEW PLAY AREA PATH
(7,200 • 8,300 SF)
G) @

NEW DG PATH TO

NEW SAND PLAY AREA FITNESS STATIONS
©
NEW COVERED GROUP @ NEW GROUP FITNESS

PICNIC AREA STATIONS
®
NEW SMALL GROUP @ EX. FITNESS TO BE

PICNIC AREA REMOVED

EX BAU.F,UD
©
INDIVIDUAL PICNIC AREA @ RESURFACED &

STRIPED PARKING LOT
0 NEW DROUGHT
TOLERANT PLANTINGS @ UPGRADE EX. LIGHT
©

POLE/FIXTURE

NEW SIDEWALK
® EXISTING TREE TO
® NEWPATHWAY REMAIN
(PERVIOUS CONC.)
Playground Schematic Design – Train Depot
Balancing Play

COMMUNITY ROOM &

PUBLIC RESTROOM

FACILITY
\
I
I
I
I
I
\
\
l
l
I
l
0 ENTRY CORRIDOR
G) PLAY AREA - AGE 2-5
G) PLAY AREA - AGE 6-12
© SAND PLAY
© ENTRY PORTAL
I':\ TREE CUT-OUT WITH
\V SEATING AND ACC NT

PLANTINGS
t=:\ COVERED GROUP PICNIC
\!...) AREA WITH BBQ
/;;\ PLAZA WITH PERMEABLE
\.!V PAVER$
0 ORCHARD GRID
@ SHADE CANOPY TREES
@ ACCENT TREES
@ NEW DROUGHT

TOLERANT PLANTINGS

Q EXISTING TREE TO
\!.V REMAIN
Train Depot Playground: Age 2-5
Balancing Play
Train Cow
Catcher
Train
Console w/
Wheel
Curved Low
Ramp
Climber
Slide
Horizontal
Overhead Ladder
w/ Tree Toppers
Ten Spin
Train Depot Playground: Age 2-5
Balancing Play
Train Cow
Catcher
“Henry Schmidt Park” Depot Station Archway
Train Cow
Catcher
The Danny
Sand TableADA
X-Cavator X-Cavator
Tadpole
Custom
Panning for
Gold Ball
Popper
Multi-user
Arch Swing
Therapeutic
SwingBelt Seat
Swing
Ball Post
Climber
Interactive Train
Spinning Wheel
Tunnel
Train Depot Playground: Age 6-12
Balancing Play
Chameleon II
Spiral Slide
Roller Slide
Cyclo Cone
Plus Climber
Nature
Tree-O
Climber
Babel
Drum
Colossus
Chimes
Custom Water
Tower w/ City Logo
Playground Option 2: Age 6-12
Balancing Play
Custom Water Tower
w/ “City of Santa Clara” & City Seal
Roller Slide Nature Climber
Ladder
Custom Train
Track Climber
Transfer Point
w/ Stump
Train Berm
with Tunnel
Custom Rail
Rocker
Playground Option 2: Elements of Play
Balancing Play
#1 S id·ng
#2 Balancing
#3 Brachiating
#4 Spinning
#5 Climbing
#6 Swinging
#7 Running
Playground Play Value Comparison
Balancing Play
Elements of
Play
Ages 2-5 Ages 6-12 Total Capacity
Quantity Level of Play Proposed Capacity Quantity Level of Play Proposed Capacity Existing Train Depot
Theme Train Depot Theme Existing Train Depot
Theme Existing Train Depot
Theme Train Depot Theme Existing Train Depot
Theme Existing Train Depot
Theme
Balancing 0 2 B / I 0 12 1 1 A 4 12 4 24
Sliding 0 1 B 0 2 1 3 B / A 2 6 2 8
Brachiating 0 1 I / A 0 4 0 1 A 0 12 0 16
Spinning 0 1 B / I 0 10 0 2 B / I 0 23 0 33
Climbing 0 6 B / I / A 0 18 1 7 I / A 8 26 8 44
Swinging 2 5 B / I 2 8 0 4 B / I 0 7 2 15
Running/
Free Play 3 2 N/A 12 20 1 1 N/A 12 17 24 37
Total: 5 18 14 74 4 19 20 103 34
177
Inclusive Play
Elements:
0 not
accessible
11 B = 3
I = 4
A = 2
26 0
not
accessible
9 B = 5
I = 2
A = 2
43 0 69
Level of Play: B = Beginning I = Intermediate A = Advanced Project Funding
Current Increase/
(Decrease) Revised
Parks and Recreation Capital Fund
Fund Balance
Mitigation Fee Act $21,859,302 ($275,000) $21,584,302
Expenditures
Henry Schmidt
Playground Rehabilitation $235,000 $275,000 $510,000
Budget Amendment FY 2023/24
* Construction remains unfunded
Next Steps/Recommendations

1. Determine that the proposed actions are exempt from CEQA pursuant to Section 15301 (Existing Facilities); Section 15303 (New Construction or Conversion of Small Structures); Section 15304 (Minor Alterations to Land); and Section 15304 (Replacement of Existing Landscaping with Water Efficient Landscaping) of Title 14 of California Code of Regulations;

2. Recommend that Council approve the updated Henry Schmidt Park master plan with preferred playground schematic design; Next Steps/Recommendations

3. Approve the FY 2023/24 budget amendment in the Parks & Recreation Capital Fund to increase the Henry Schmidt Playground rehabilitation project appropriation by $275,000 and decrease the Mitigation Fee Act fund balance by the same amount (five affirmative Council votes required for the use of unused balances); and

4. W
aive first reading and introduce an ordinance authorizing the substantial building, construction, reconstruction and development of Henry Schmidt Park in accordance with the Henry Schmidt Park master plan.

ORDINANCE NO.

AN ORDINANCE OF THE CITY OF SANTA CLARA,

CALIFORNIA, APPROVING THE HENRY SCHMIDT PARK

MASTER PLAN UPDATE IN ACCORDANCE WITH CITY
CHARTER SECTION 714.1

WHEREAS, the Henry Schmidt Park (“Park”), located at 555 Los Padres Blvd. was dedicated as 8.50 acres of parkland (APN 294-05-018) in 1977; WHEREAS, in 2018 the Facility Condition Index Report rated the Park site as “critical’, the building as “poor”, and the playground was given a rating of “D”; WHEREAS, the Park was prioritized for rehabilitation and funding for the Henry Schmidt Park Playground Rehabilitation Project #3195 (“Project”) was approved by Council in the City’s Biennial Capital Improvement Program (CIP) FY2022/23; WHEREAS, the Park Master Plan Update will include renovation, expansion, relocation, new construction, and preservation of existing park amenities; WHEREAS, the voters of the City of Santa Clara passed Measure R in 2016, which added section 714.1 to the Ci ty Charter, which prohibits substantial building, construction, reconstruction, or development of parks and recreation facilities except pursuant to ordinance subject to referendum;
WHEREAS, the Park Project improvements constitutes as substantial building, construction, reconstruction and/or development, and is subject to Measure R; and, WHEREAS, the City Council desires to approve the Park Project improvements by ordinance in accordance with City Charter section 714.1.

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

SECTION 1: That the City Council hereby approves the building, construction,

reconstruction and/or development in accordance with the Henry Schmidt Park Master Plan Update and the Playground Schematic Design, attached hereto and incorporated by this reference, and in accordance with City Charter section 714.1.

SECTION 2: Savings clause. The changes provided for in this ordinance shall not affect

any offense or act committed or done or any penalty or forfeiture incurred or any right established or accruing before the effective date of this ordinance; nor shall it affect any prosecution, suit or proceeding pending or any judgment rendered prior to the effective date of this ordinance. All fee schedules shall remain in force until superseded by the fee schedules adopted by the City Council.

SECTION 3: This Ordinance shall not be codified in the Santa Clara City Code.

SECTION 4: Effective date. This ordinance shall take effect thirty (30) days after its final

adoption; however, prior to its final adoption it shall be published in accordance with the requirements of Section 808 and 812 of “The Charter of the City of Santa Clara, California.”
PASSED FOR THE PURPOSE OF PUBLICATION this day of 2023, by

the following vote:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST:

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Attachments incorporated by reference:

1. Henry Schmidt Park Master Plan Update

2. Playground Schematic Design
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-295 Agenda Date: 4/9/2024

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 2 to the Agreement with Mesa Energy Systems, Inc. for As-Needed HVAC and Chiller Inspection and Maintenance Services for Silicon Valley Power

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
On December 14, 2021, the City Council authorized the execution of the agreement (Agreement) with Mesa Energy Systems, Inc. (Mesa) for a maximum compensation of $750,000 over a five-year term, ending on December 31, 2026. Mesa provides as-needed maintenance, repair, and inspection services for the heating, ventilation, chiller, and air conditioning (HVAC) systems of the City’s Electric Utility, Silicon Valley Power (SVP). SVP owns and operates buildings equipped with electronically controlled equipment that rely on HVAC systems to maintain proper operating temperature.

This Agreement resulted from a competitive procurement process. The maximum compensation was primarily calculated based on as-needed repair services and maintenance, repair, and inspection services for the City’s three power plants. On February 22, 2024, Amendment No. 1 to the Agreement with Mesa was executed to include quarterly maintenance services for an additional 16 substation sites and adjust labor rates in accordance with the price escalation provisions of the Agreement.

DISCUSSION
Since the execution of the amendment, SVP has increasingly required Mesa’s services for (1) quarterly substation maintenance; (2) large ongoing projects such as the upgrade of the HVAC system at SVP’s 24X7 control room; and (3) maintenance of aging systems at the DVR power plant.

In addition, SVP anticipates several new substations, which will be completed in the next few years, will also require Mesa’s services. Consequently, staff anticipates that the need for future services will exceed the original maximum compensation of $750,000 by mid-2024. To ensure uninterrupted services, staff recommends increasing the maximum compensation by $1,250,000 for a revised maximum compensation of $2,000,000.

Under the Agreement, quarterly maintenance services are based on fixed fees, while compensation for as-needed services is based on time and materials. Both fixed and time-and-materials rates are subject to an annual adjustment that must be substantiated by Mesa. In addition, Mesa submits a quote for each repair project in advance of starting work. The table below presents the amounts for scheduled quarterly maintenance services and the estimated amount for as-needed services.

Table 1 - Five Year Cost Estimates
Contract Costs Quarterly
Amount (as of
1/1/24)
Annual
Amount
(Estimate)
Five-Year Total
(Estimate)
Fixed Maintenance Costs
- Donald Von Raesfeld $10,156.00 $40,624.00 $203,120.00 - Fuel Gas Compressor $735.50 $2,942.00 $14,710.00
- Gianera $490.00 $1,960.00 $9,800.00
- Cogeneration Plan $489.50 $1,958.00 $9,790.00
- Substations $11,938.00 $47,752.00 $238,760.00
Subtotal (Fixed Costs) $23,809.00 $95,236.00 $476,180.00 Project Costs
- As-Needed Services (5 years) N/A N/A $1,523,820.00
Subtotal (Project Costs) $1,523,820.00
Total $2,000,000.00
City of Santa Clara Printed on 4/5/2024Page 1 of 3
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24-295 Agenda Date: 4/9/2024
Contract Costs Quarterly
Amount (as of
1/1/24)
Annual
Amount
(Estimate)
Five-Year Total
(Estimate)
Fixed Maintenance Costs
- Donald Von Raesfeld $10,156.00 $40,624.00 $203,120.00 - Fuel Gas Compressor $735.50 $2,942.00 $14,710.00
- Gianera $490.00 $1,960.00 $9,800.00
- Cogeneration Plan $489.50 $1,958.00 $9,790.00
- Substations $11,938.00 $47,752.00 $238,760.00
Subtotal (Fixed Costs) $23,809.00 $95,236.00 $476,180.00 Project Costs
- As-Needed Services (5 years) N/A N/A $1,523,820.00
Subtotal (Project Costs) $1,523,820.00
Total $2,000,000.00
The Agreement term includes up to five one-year extension options through December 31, 2031.

Staff seeks further authorization for the City Manager to negotiate and execute amendments to exercise those options to extend the term and to increase the maximum compensation by an additional $2,000,000 for a total maximum compensation not to exceed $4,000,000 over the maximum 10-year term of the agreement.

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the proposed action is exempt from the California Environmental Quality Act (“CEQA”) pursuant to sections 15301 and 15302 of Title 14 of the California Code of Regulations in that work to be performed by Mesa consists of inspection, maintenance, repair, and replacement of existing SVP HVAC and chiller systems.

FISCAL IMPACT
The proposed Amendment No. 2 to the Agreement for Services with Mesa Energy Systems, Inc. would increase the maximum compensation by $1,250,000 from $750,000 to $2,000,000. Sufficient funds are available in the FY 2023/24 and FY 2024/25 Adopted Operating Budget in the Electric Utility Operating Fund for the asset requiring service, such as the specific power plant, substation, or other asset such as a building facility. Funding for future years will be requested through the normal budget process.

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] or at the public information desk at City of Santa Clara Printed on 4/5/2024Page 2 of 3
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24-295 Agenda Date: 4/9/2024
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) and 15302 (Class 2 - Replacement or Reconstruction) of Title 14 of the California Code of Regulations;

2. Authorize the City Manager to execute Amendment No. 2 to the Agreement for Services with Mesa Energy Systems, Inc., increasing the maximum compensation by $1,250,000 for a new maximum compensation of $2,000,000; and

3. Authorize the City Manager or designee to take any actions as necessary to implement and administer the Agreement as amended and negotiate and execute amendments to (a) add or delete services consistent with the scope of services; (b) adjust future rates to account for reasonable changes in labor and materials rates; (c) exercise up to five one-year option to extend the term of the Agreement through December 31, 2031; and (d) increase the maximum compensation by an additional $2,000,000 for a total maximum compensation not to exceed $4,000,000 over a 10-year term, subject to the appropriation of funds and 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. Agreement for Services with Mesa Energy Systems, Inc.

2. Amendment No. 1 to the Agreement for Services with Mesa Energy Systems, Inc.

3. Proposed Amendment No. 2 to Agreement for Services with Mesa Energy Systems, Inc.

City of Santa Clara Printed on 4/5/2024Page 3 of 3
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EBIX Insurance No. *S200004843

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND
MESA ENERGY SYSTEMS, INC.

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

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A - Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D - Notice of Exercise of Option to Extend Agreement Form Exhibit E - Labor Compliance Addendum
Agreement with Mesa Energy Systems
Rev. 10/25/19

This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin December 15, 2021 and expire December 31, 2026 ("Initial Term").

B. After the Initial Term, City reserves the right, at its sole discretion, to extend the term of this Agreement for up to five (5) additional one-year terms through December 31, 2031 ("Option Periods"). City shall provide Contractor with no less than thirty (30) days prior written notice of its intention to exercise its option to extend the term of this Agreement. See Exhibit D for Notice of Exercise of Option to Extend Agreement Form.

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

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

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

Agreement with Mesa Energy Systems
Rev. 10/25/19

6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES AND PAYMENT PROVISIONS." The Maximum Compensation of this Agreement during the Initial Term is seven hundred fifty thousand dollars ($750,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the Maximum Compensation shall be at Contractor's expense. City does not guarantee any minimum compensation under this Agreement. Contractor shall not be entitled to any payment above the Maximum Compensation under any circumstance.

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

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

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

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

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

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

Agreement with Mesa Energy Systems
Rev. 10/25/19

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

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

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

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

Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees Agreement with Mesa Energy Systems
Rev. 10/25/19
Page4
to assist City in meeting City's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.

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

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

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

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

16. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City's review, acceptance nor payments for any of the Services required under this Agreement Agreement with Mesa Energy Systems
Rev. 10/25/19

shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

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

City of Santa Clara
Attention: Silicon Valley Power
1500 Warburton Avenue
Santa Clara, CA 95050
[email protected], [email protected] , and manager@santaclaraca .gov
And to Contractor addressed as follows:

Mesa Energy Systems , Inc.
14450 Doolittle Drive
San Leandro, CA 94577
Phone: (510) 381-6651
ATTN: Adam Ellis, Service Account Manager
Email: [email protected]
The workday the e-mail was sent shall control the date notice was deemed given .

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

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

19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer , employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest , direct or indirect , which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and Agreement with Mesa Energy Systems
Rev. 10/25/19

following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

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

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

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

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

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

Agreement with Mesa Energy Systems
Rev. 10/25/19

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

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

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

Digitally signed by Caio Arellano
Date: 2022.01.2716:31:47
-08'00'
Office of the City Attorney
City of Santa Clara City Manager
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
MESA ENERGY SYSTEMS, INC.

A California Corporation
Dated: 12-1-2021
By (Signature): X(J,,_}z Z: ~ 4
Name: Mark L Collins
Title: SVP/GM
Principal Place of 14450 Doolittle Drive
Business Address: San Leandro, CA 94577
Email Address: mco!lins@emcor .net
Telephone: 510-670-1690
Fax: 510-670-1698
"CONTRACTOR "
Agreement with Mesa Energy Systems Page 8
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25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated: --------------
Office of the City Attorney
City of Santa Clara
DEANNAJ.SANTANA
City Manager
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
MESA ENERGY SYSTEMS, INC.

A California Corporation
Dated: 12-1-2021 ------------------
By (Signature): _11/1---U5,-..e li~Z:_...JC ...... ':.Lu=~,'4~.,;.J.<L-.d ------- Name: __..M .... a ...... rk.,_,L~C=o ... 11 ...... in.,,,s'--___________ _ Title: SVP/GM
Principal Place of 14450 Doolittle Drive
Business Address: San Leandro, CA 94577
Email Address: [email protected]
Telephone: 510-670-1690
Fax: 510-670-1698
"CONTRACTOR"
Agreement with Mesa Energy Systems Page 8
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1 GENERAL

EXHIBIT A

SCOPE OF SERVICES

1.1 Contractor shall furnish all labor, materials, tools, and equipment necessary to provide as-needed heating, ventilation and air conditioner (HVAC), and chiller inspection, repair, and maintenance services, in support of Silicon Valley Power (SVP).

1.2 The Contractor shall possess all licenses and/or certifications necessary to perform the services described in this Exhibit A. Contractor shall also secure all permits necessary (including payment of any charges and fees) to perform the required services.

1.3 Contractor shall perform the services in accordance with generally accepted industry best practices, and all applicable federal, state, or local regulations.

1.4 Contractor shall be responsible for disposing of all waste and hazardous material generated as a result of the performance of services.

1.5 Contractor shall only use Original Equipment Manufacturers (OEM) parts.

1.6 Contractor shall recycle all material scrap and credit the value to SVP.

1. 7 Contractor shall keep follow and assist SVP in complying with SVP's refrigerant management program.

1.8 SVP may participate in or observe any inspection.
2 HVAC INSPECTION AND MAINTENANCE SERVICES

2.1 Contractor shall perform quarterly and annual HVAC inspection and maintenance services. Contractor shall perform tasks based on contractor, industry and manufacture best practices and such tasks shall include but are not limited to the following:

2.1.1 Quarterly heat pump inspection and maintenance services including, at a minimum, the following tasks.

2.1.1.1. Check with appropriate SVP representative for operational deficiencies.

2.1.1.2. Check system pressures and temperatures.

2.1.1.3. Check refrigerant charge.

2.1.1.4. Check compressor oil level(s).

2.1.1.5. Inspect starter.

2.1.1.6. Check crankcase heater.

2.1.1.7. Visually inspect for refrigerant and oil leaks.

2.1.1.8. Check condition of condenser coils.

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2.1.1.9. Check operation of reversing valve.

2.1.1.10. Check condenser fan blades and motors.

2.1.1.11. Check for proper condenser fan rotation.

2.1.1.12. Check condition of evaporator coils.

2.1.1.13. Check belt(s).

2.1.1.14. Check filter(s).

2.1.1.15. Check for proper fan operation.

2.1.1.16. Check for unusual noise and vibration.

2.1.1.17. Check overall condition of unit.

2.1.1.18. Clean area around equipment.

2.1.1.19. Complete any required maintenance checklists, report observations to appropriate SVP representative.

2.1.2 Annual heat pump inspection and maintenance services including, at a minimum, the following tasks.

2.1.2.1. All of the tasks listed in Section 2.1.1. above.

2.1.2.2. Clean condensate drain (if accessible).

2.1.2.3. Check backup heat.

2.1.2.4. Check defrost controls.

2.1.2.5. Check for unusual noise and vibration.

2.1.3 Air Handling Units (AHU) quarterly inspections and maintenance services including, at a minimum, the following tasks.

2.1.3.1. Check with appropriate SVP representative for operational deficiencies.

2.1.3.2. Check belt(s).

2.1.3.3. Check coil conditions.

2.1.3.4. Check condensate pan and drain (if accessible).

2.1.3.5. Check filter condition.

2.1.3.6. Visually inspect damper(s).

2.1.3.7. Check for proper fan operation.

2.1.3.8. Check for unusual noises, vibration and wear. Report recommendations.

2.1.3.9. Check overall condition of unit.

2.1.3.10. Clean area around equipment.

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2.1.3.11. Complete any required maintenance checklists, report observations to appropriate SVP representative.

2.1.4 AHU annual inspections and maintenance services including, at a minimum, the following tasks.

2.1.4.1. All tasks listed in Section 2.1.3 above.

2.1.4.2. Check starter/contactor.

2.1.4.3. Check and tighten electrical connections.

2.1.4.4. Check and clean condensate pan and drain (if accessible).

2.1.4.5. Check safety control set points.

2.1.4.6. Check damper operation and lubricate as required.

2.1.4.7. Check valve(s).

2.1.4.8. Check and lubricate fan and motor bearings.

2.1.4.9. Check condition of blower assembly.

2.1.5 Annual and quarterly inspections shall meet OEM specifications for heat pumps, air conditioners and AHU.

2.1.6 Contractor shall verify their inspection and maintenance processes meet the minimum requirements for the OEMs equipment.

2.1. 7 Contractor shall apply applicable portions of heat pump inspections and maintenance to air conditioners.
3 CHILLER INSPECTION AND MAINTENANCE SERVICES

3.1. Contractor shall perform the following chiller inspection and maintenance services at the Donald Von Raesfeld Power Plant. Contractor shall perform tasks based on contractor, industry and manufacture best practices and such tasks shall include but are not limited to the following

3.1.1. General Assembly

3.1.1.1. Check and record refrigerant.

3.1.1.2. Inspect for leaks and report leak results.

3.1.1.3. Check vanes for free and smooth operation.

3.1.1.4. Check mechanical linkages for wear.

3.1.1.5. Check condition of insulation.

3.1.1.6. Brush clean condenser tubes and replace gasket if needed.

3.1.2. Controls and Safeties

3.1.2.1. Verify all settings in the control panel.

3.1.2.2. Inspect the control panel for cleanliness.

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3.1.2.3. Inspect wiring and connections for lightness and signs for overheating and discoloration.

3.1.2.4. Report wiring and connection issues.

3.1.2.5. Verify the operation of the vane control system.

3.1.2.6. Verify the working condition of all indicator alarm lights and LED I LCD displays.

3.1.2.7. Verify the operation of the oil sump temperature control device.

3.1.2.8. Verify the high condenser pressure safety device is operating/set correctly. Calibrate if applicable and record selling.

3.1.2.9. Verify the low evaporator temperature safety device.

Calibrate if applicable and record setting.

3.1.2.10. Verify the low oil pressure safety device. Calibrate if applicable and record setting.

3.1.2.11. Verify the high motor temperature safety device. Calibrate if applicable and record.

3.1.2.12. Verify the operation of chilled water pump and condenser water pump starter auxiliary contacts.

3.1.2.13. Clean contacts as needed.

3.1.3. Lubrication System

3.1.3.1. Pull oil sample for spectroscopic analysis. Make recommendations to SVP based on the results of the test.

3.1.3.2. Measure and record the oil pump voltage and amperage.

3.1.3.3. Verify the operation of the oil heater. Measure amps and compare readings with the watt rating of the heater. Record heater set points.

3.1.3.4. Change the oil filter.

3.1.3.5. Verify the oil level.

3.1.3.6. Check seal pressure.

3.1.4. Motor and Starter

3.1.4.1. Clean the starter and cabinet.

3.1.4.2. Inspect wiring and connections for tightness and signs of overheating and discoloration.

3.1.4.3. Report issues with wiring and connections.

3.1.4.4. Check condition of the contacts for wear and pitting.

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3.1.4.5. Clean contacts as needed.

3.1.4.6. Check contactors and mechanical linkages for free and smooth operation.

3.1.4.7. Check tightness of the motor terminal connections.

3.1.4.8. Megger the motor and record reading.

3.1.4.9. Verify the operation of the electrical interlocks.

3.1.5. Contractor shall perform quarterly inspections, to include but not be limited to the following tasks.

3.1.5.1. Record and report abnormal conditions, measurements taken, etc.

3.1.5.2. Check general operation of unit.

3.1.5.3. Log operating temperatures, pressure voltages and amperages.

3.1.5.4. Check the operation of the control circuit.

3.1.5.5. Check the operation of the lubrication system.

3.1.5.6. Check the operation of the motor and starter.

3.1.5.7. Review logs with SVP for operational problems, trends and compare to design conditions.

3.1.5.8. Provide an electronic report of completed work, written operating log, and indicate any deficiencies detected.

3.1.5.9. Review operating procedures with SVP staff.

3.1.6. Contractor shall record and report abnormal conditions, measurements taken, etc.

3.1.7. Contractor shall review SVP logs with SVP for operational problems, trends and compare to design conditions.

3.1.8. Contractor shall provide an electronic report of completed work, written operating log, and indicate any deficiencies detected.
4 ADDITIONAL SERVICES

4.1. Contractor shall perform additional HVAC and chiller support services, as needed. Additional services may include, but shall not be limited to the following.

4.1.1. Repair of HVAC systems, associated ducting and control equipment;

4.1.1.1. Contractor shall repair HVAC systems with equivalent systems.

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4.1.2. 4.1.3.

4.1.4. 4.1.5.

4.1.6. 4.1.7.

4.1.8. 4.1.9.

4.1.1.2. Contractor shall get approval from SVP prior to changing the type of HVAC system or components prior to repair or
replacement.

Replacement of HVAC and/or chiller refrigerant;
Repair and replacement of chiller systems, associated piping and control equipment;
Replacement of electrical components supporting HVAC and chiller systems;
Supply of all types of HVAC and chiller products and materials; Removal and installation of steam turbine insulation blankets; Removal of replaced HVAC systems;
Installation and commissioning of new HVAC units;
Upgrade of chiller control units;

4.1.10. Other miscellaneous HVAC or chiller work; and

4.1.11. Emergency services.

4.2. Project Quotes and Authorization of Work

4.2.1. Projects (services, materials and/or equipment) with a value that exceeds the City's competitive threshold, and/or are subject to the State of California's Public Contract Code or City of Santa Clara Charter Section 1310 may require a separate competitive process.

4.2.2. Contractor shall not initiate any project assignment that will result in costs exceeding the compensation in the Agreement or are anticipated to extend past the term of this Agreement.

4.2.3. When additional services are required by the City, Contractor shall submit a quote for the required services in advance of commencing work, with the exception of emergency services as described in the Emergency Services section 4.2.9 or in the event described in Section

4.2.10.3. 4.2.4. Contractor's quote shall include the following details.

4.2.4.1. The specific service( s) to be performed;

4.2.4.2. Location where services will be performed;

4.2.4.3. The project schedule as determined by SVP;

4.2.4.3.1. The project schedule shall point out any
activities and/or products or materials that may
impact the project timeline, including but not
limited to, lead time(s) for material sourcing;
shipping and receiving delays; and any other
delays.

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4.2.4.4. Estimated cost for the requested services, including the following. Items not specified are assumed to be included in the hourly rate.

4.2.4.4.1. Labor costs (prevailing wage and non-prevailing wage);

4.2.4.4.2. Tools and materials;

4.2.4.4.3. Equipment;

4.2.4.4.4. Any additional costs including taxes and or fees where applicable; and

4.2.4.4.5. Total not to exceed price.

4.2.4.5. DIR number for any subcontractors

4.2.5. Items not included in the quote are assumed to be included in the hourly rate.

4.2.6. Where the terms of any quote are in conflict with this Agreement, the terms of this Agreement shall prevail.

4.2.7. All submitted pricing shall be in accordance with the rates authorized in Exhibit B of this Agreement.

4.2.8. The City shall review the submitted quote and, if there are no issues or concerns, approve the quote and provide written authorization (approval) for Contractor to begin work. Written authorization may only be provided by a Division Manager, Senior Division Manager, Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer (e-mail is acceptable).

4.2.9. Emergency Services

4.2.8.1. An emergency service shall be defined as an unforeseen event, circumstance, or combination thereof that the City reasonably determines to require immediate action, presents an ongoing danger to public health and safety, and/or
imperils SVP facilities and equipment.

4.2.8.2. Emergency services may only be authorized, in writing by an Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer (e-mail is acceptable).

4.2.8.3. Emergency services may be approved verbally, where appropriate, only by the SVP staff identified above. When verbal authorization is given, Contractor shall follow up with City for written confirmation within three (3) days.

4.2.8.4. When emergency services are required, Contractor shall send a quote to City for the required services as soon as possible, but no later than within three (3) business days of Agreement with Mesa Energy Systems
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starting work. The quote shall be detailed in accordance with this Section 3, and shall also include any completed work.

4.2.9. Changes

4.2.9.1. Contractor shall notify the City immediately when a situation occurs that may result in a change to the quoted project cost. Contractor shall provide reason for the change specific to each work authorization.

4.2.9.2. In the event that unanticipated site conditions or other issues result in costs that exceed the approved quote, Contractor shall submit to the City an updated quote for review and approval from the City in advance of performing the work.

Written authorization may only be provided by a Division Manager, Senior Division Manager, Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer.

4.2.9.3. In the event that issues are identified that can be most efficiently and economically resolved while on site, changes may be approved verbally (in the field), by telephone, ore­ mail by the following authorized individuals: Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer. Contractor shall provide an updated quote within two (2) business days so that such changes can be documented in a written
authorization within four (4) business days.

4.3. SVP shall not be required to pay a deposit or any other form of pre-payment prior to the Contractor beginning work.
5 LOCATIONS

5.1. Contractor shall provide the required HVAC services at the following locations.

5.1.1. Donald Von Raesfeld Power Plant (DVR), 850 Duane Ave. Santa Clara, CA 95054;

5.1.2. Fuel Gas Compressor Building, 2977 Lafayette St, Santa Clara, CA 95054;

5.1.3. Gianera Generating Station, 2339 Gianera St. Santa Clara, CA 95054; and

5.1.4. Cogeneration Plant, 524 Robert Ave, Santa Clara, CA 95050.

5.2. The City may require Contractor to perform HVAC services at additional City locations including, but not limited to:

5.2.1. SVP administrative offices, 881 Martin Avenue, Santa Clara, CA 95050; and
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5.2.2. SVP Corp Yard, 1705 Martin Avenue, Santa Clara, CA 95050.

5.3. Contractor shall sign-in with Donald Von Raesfeld Power Plant control room and obtain safe work permit prior to prior to commencing work and inspections.

5.4. Contractor shall also be required to sign-in at the other locations specified above, however Contractor shall also notify the DVR control room staff. 6 LIST OF HVAC AND CHILLER EQUIPMENT

6.1. Donald Von Raesfeld Power Plant (DVR)

6.1.1. 1, 170-ton York centrifugal chillers, ancillary devices and controls (2 each);

6.1.2. Control Building heat pumps, air handlers, ducting and controls (varying sizes/tonnages) (10 each);

6.1.3. Future control building heat pumps, air handlers, ducting and controls (excluded from walk down) (1 each);

6.1.4. RO trailer heat pumps, air handlers, ducting and controls (2 each);

6.1.5. Auxiliary Power Enclosure (APE) heat pumps, air handlers, ducting and controls (4 each);

6.1.6. Continuous Emissions Monitoring System (CEMS) building wall­ mounted air conditioners (2 each); and

6.1.7. Chemistry lab heat pump, air handler, ducting and controls (1 each).

6.2. Fuel Gas Compressor (FGC) Building

6.2.1. Heat pumps, air handlers, ducting and controls (2 each).

6.3. Gianera

6.3.1. Control cab wall-mounted air conditioners (2 each);

6.3.2. Office building wall-mounted air conditioners (2 each).

6.4. Cogen

6.4.1. Control cab wall-mounted air conditioner (1 each);

6.4.2. Control room wall-mounted air conditioner (1 each); and

6.4.3. Warehouse office heat pump, air handler, ducting and controls (1 each).
7 REPORTING AND DOCUMENTATION

7.1 Contractor shall provide regular status updates on services performed during the term of the agreement. Depending on work activity, status updates may be required daily, weekly, or monthly at the direction of SVP.

7.2 Required reports may include cost and schedule updates for services Contractor is providing to the City.

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7.3 Contractor shall keep records of all refrigerant removals and additions per state of California regulations.
8 SCHEDULE OF PERFORMANCE

8.1 Contractor shall coordinate with City staff to establish a schedule for the required HVAC and chiller services.

8.2 Contractor shall be available to provide services within thirty (30) days of request by SVP.

8.3 All services shall be completed in a timely, efficient manner so as to ensure the power plant equipment is operational as soon as possible.

8.4 With the exception of emergency services, Contractor shall perform the required services between 7:00 AM - 7:00 PM, Monday through Friday. 9 STAFFING REQUIREMENTS

9.1 The Contractor shall be solely responsible for selecting, hiring, employing, paying, supervising, training and discharging all personnel necessary to perform the required services.

9.2 Contractor shall ensure the following employment standards for all employees (including subcontractors) are complied with and enforced throughout the term of the contract:

9.2.1 United States of America citizenship or verified legal alien status.

9.2.2 At least eighteen (18) years of age.

9.2.3 Sufficiently fluent in English to: (a) comprehend the instructions of Contractor personnel; (b) offer the level of customer service established by the Manager; (c) understand the safety and operating instructions on any equipment used; and (d)
communicate with emergency personnel during emergencies;

9.2.4 No known criminal background or record of conviction for other than minor vehicle code/traffic violations. Valets (if applicable) shall have clean driving records without recent moving violations within the last 3 years.

9.2.5 Possession of a current, valid U.S. driver's license permitting operation of a two-axle vehicle.

9.2.6 Ability to perform normal or emergency duties requiring moderate to arduous physical exertion.

9.3 Contractor shall employ only competent craftsmen/skilled workers who are appropriately trained and licensed to perform the required services.

9.4 Contractor shall be responsible for understanding and complying with any training and licensing required for the performance of the services described in this Exhibit A, including but not limited to, DOT requirements for commercial driver's license and required drug testing if applicable.

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9.5 SVP may request verification of the assigned employees' qualifications at any time. Contractor shall promptly provide such verification upon request bySVP.

9.6 Contractor shall ensure that all its employees and agents abide by established local, state and federal safety rules and regulations.

9.7 Contractor's employees and any subcontractors shall supply proper identification when requested by SVP.

9.8 Contractor shall select and hire only persons who are well-qualified to perform the job duties for which they are being hired, who are neat, well­ groomed, and courteous, and who can act in the utmost professional manner when interacting with City staff and the general public.

9.9 Classification and Duties of Employees: The Contractor shall include the classifications of employee positions and the duties of each position in their proposal. Classifications may include, but are not limited to:

9.9.1 Project Manager/General Manager: Responsible for the day-to-day management and supervision of the required services. On-site responsibilities shall also include, but not be limited to, correcting problems, managing conflicts and complaints, and overseeing work schedules, personnel, and equipment requirements.

9.9.2 Technical/Field Personnel: Performs the required inspection, maintenance and repair services.

9.9.3 Administrative Personnel: Assists in the administration and reporting of the required services.

9.1 0 Contractor shall inform SVP immediately of any change in key personnel assigned to this project.

9.10.1 Contractor shall submit the resumes and other qualifications of the proposed replacement employee(s) to SVP for review and
approval.

9.10.2 SVP shall not unreasonably withhold approval.

9.11 SVP reserves the right to request the removal of any Contractor employee(s) who does not conduct themselves in a courteous, professional manner, or whose actions endanger the safety of people or property. The Contractor shall promptly respond to requests for replacement personnel. 10 SAFETY

10.1 Contractor shall comply with all site-specific safety requirements and procedures including but not limited to Lockout/Tagout (LOTO), Confined Space, Fall Protection, Chemical Safety, Hazardous Waste and Personnel Protective Equipment (PPE).

10.2 Contractor, its employees, and any subcontractors shall always act in a safe manner while on SVP property.

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10.3 The Contractor shall be responsible for creating a safe work environment for all personnel and City employees as well as for traffic control at the job site.

10.4 Contractor's safety provisions shall be in accordance with all applicable federal, state, county, and local laws, ordinances and codes.

10.5 Contractor shall be responsible for remaining up to date on all applicable federal, state, county, and local laws, ordinances and codes in the event they are amended. Where any amended applicable laws or ordinances are in conflict with the City's requirements, the more stringent requirement(s) shall be followed. The Contractor's failure to be thoroughly familiarized with the safety provisions shall not relieve the Contractor from compliance with the obligations and penalties resulting therefrom.

10.6 Contractor shall provide and maintain an Injury and Illness Prevention Program (IIPP) pursuant to Title 8, Section 3203 of the California Administrative Code. The program shall include, but not be limited to, a safety training program instructing Contractor's employees in general safe work practices and shall include specific instructions with regard to hazards unique to the employee's job assignment. A copy of the Contractor's IIPP shall be submitted to the City prior to the execution of an agreement, and be made available on site upon request.

10. 7 Contractor shall provide safety training records for its employees to the City upon request.

10.8 Contractor shall schedule periodic safety inspections to identify and correct unsafe conditions and work practices. SVP reserves the right to accompany Contractor during these inspections.

10.9 Contractor's employees (including any subcontractors) shall not use or possess alcohol, narcotics, firearms, or drugs of any nature other than medical (for which the Contractor's employee has a current doctor's prescription) on City property and while performing services for the City.

Employees using prescribed medication will not engage in any work if the medication can potentially impair the employee's ability to perform the work safely.

10.10 Contractor's employees (including any subcontractors) shall utilize appropriate Personal Protective Equipment (PPE) and Fire Resistant (FR) clothing, as required. Contractor shall provide the required PPE and FR clothing at its own expense.

10.11 Contractor shall immediately remove any personnel who is acting in an unsafe or dangerous manner.

10.12 Contractor shall notify the City immediately in event of an injury or property damage that occurs during the performance of the services described in this Exhibit A. Contractor shall investigate the reported injury or damage upon request from SVP, and provide SVP with regular updates until the investigation is resolved. SVP reserves the right to perform its own Agreement with Mesa Energy Systems
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investigation. Should SVP choose to conduct its own investigation, Contractor shall assist the City as required.

10.13 Contractor and its employees shall watch an SVP safety video once per calendar year.
11 EMPLOYEE TRAINING

11.1 Contractor shall train all employees (including subcontractors) assigned to perform the required services.

11.2 Contractor's employee training shall be at no cost to SVP.

11.3 Contractor shall ensure that all employees (including subcontractors) who will be involved in the performance of services for SVP understand how to safely inspect, maintain, and repair systems as required for their respective positions.

11.4 Contractor shall review its training procedures annually, and shall submit any revisions in writing to SVP.

11.5 Contractor shall provide ongoing training at least once per year. Contractor shall ensure that all assigned employees attend this annual training. 12 TOOLS AND EQUIPMENT

12.1 Contractor is responsible for identifying all tools (including any specialty tooling) and equipment necessary to perform work. SVP will not loan tools or equipment to the Contractor.

12.2 All equipment shall be operated and well-maintained in a satisfactory condition at all times and in compliance with state and federal regulations including, but not limited to, the Occupational Safety and Health Administration (OSHA).

12.3 SVP may suspend work where they observe that proper tools and equipment are not being used.
13 PROFESSIONAL BEHAVIOR

13.1 Contractor shall be responsible for the conduct, demeanor and appearance of its employees while on or about the job site or while acting in the course and scope of employment.

13.2 Contractor's employees shall be neat and clean, and shall act in a courteous and professional manner. No employee shall use improper language or act in a loud, offensive, or otherwise improper manner.

13.3 Contractor's employees shall be trained as to the requirements of their positions and the importance of performing their jobs according to the SVP's instructions.

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13.4 Contractor's employees shall be all times polite and courteous in their dealings with SVP staff and members of the public, treating them with patience and respect.

13.5 Contractor's employees shall speak clearly and in a professional manner while interacting with members of the public, offering the assistance needed by each person.

13.6 Contractor shall submit any complaints received against it to the City immediately.
14 WORKMANSHIP

14.1 The Contractor shall perform the required services in an environmentally responsible manner.

14.2 Contractor shall assume full responsibility for the protection and safekeeping of material and tools stored at the site, and shall lock all Contractor vehicles when parked and unattended, to prevent unauthorized use. Contractor shall not leave vehicles or equipment unattended with the motor running or the ignition key in place.

14.3 Contractor shall take all necessary precautions to protect SVP, City and private property from damage during the performance of the required services. Contractor shall be responsible for the repair of any property damaged during the performance of services. Damage to City property that cannot be repaired shall be replaced at the Contractor's sole expense, prior to issuance of payment to the Contractor by SVP. Any expenses incurred by SVP to repair property damage will be deducted from the Contractor's compensation.

14.4 Contractor will make all reasonable efforts to minimize obstructions and inconvenience to private property owners such as, but not limited to, noise associated with testing.

14.5 Contractor shall keep their work site(s) free from all surplus material, waste material, dirt and rubbish caused by Contractor's performance of services.

14.6 Contractor shall leave the work site in a neat and orderly condition. All clean-up work will be done to the satisfaction of the City, and at the sole expense of Contractor.

14.7 SVP shall have the right to inspect any work performed by the Contractor and any subcontractors. Should the City determine upon inspection any unsatisfactory or defective work, the Contractor shall immediately correct the work at no additional cost to SVP.

14.8 SVP shall not perform any work for Contractor except in an emergency situation or as determined necessary by the City such as, but not limited to adequately protect the SVP's electrical or other facilities or to restore work area to a safe condition. SVP will be reimbursed for any work done for the Contractor (deduction from the Contract or invoice to Contractor at the sole discretion of SVP). This will include all costs (direct straight time or Agreement with Mesa Energy Systems
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overtime wages, all overhead, administration, engineering, vehicle, and equipment costs).

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EXHIBIT B

SCHEDULE OF FEES AND PAYMENT PROVISIONS

1. MAXIMUM COMPENSATION
The maximum amount of compensation to be paid to Contractor during the Initial Term of this Agreement shall not exceed seven hundred fifty thousand dollars ($750,000).

2. RATES

2.1. Annual HVAC Inspection and Maintenance

2.1.1. Contractor shall perform three (3) quarterly HVAC inspections, and one (1) annual HVAC inspection each year.

2.1.2. Total annual cost for the inspections is $18,589.

2.1.3. Costs shall be billed quarterly after each inspection.

2.2. Annual Chiller Inspection and Maintenance

2.2.1. Contractor shall perform three (3) quarterly chiller inspections, and one (1) annual chiller inspection each year.

2.2.2. Total annual cost for the inspections is $25,582.

2.2.3. Costs shall be billed quarterly after each inspection.

2.3. Additional Services

2.3.1. Any additional services required by the City shall be performed at the hourly rates listed in Table B1 below
Table B1 - Hourly Rates
Labor Hourly Rate
Standard Time $207/HR
Overtime $269/HR
Double Time and Holidays $349/HR

2.4. Definitions:

2.4.1. Straight time: Monday through Friday, 6 AM - 4 PM (up to eight (8) hours).

2.4.2. Overtime:

Agreement with Mesa Energy Systems
Rev. 10/25/19

2.4.2.1. 2.4.2.2.

Any hours worked above eight (8) straight time hours,
Monday - Friday; and
Any hours worked on Saturdays.

2.4.3. Double Time:

2.4.3.1. Sundays and holidays (Contractor shall provide its most updated holiday schedule to the City).

3. REIMBURSABLE EXPENSES

3.1. Contractor may submit invoices for reimbursement of expenses set forth below, subject to the following conditions.

3.2. Expenses shall be reimbursable only to the extent that the Contractor submits sufficient documentation to City that the expenses were directly incurred in providing the required services and that such expenses aren't included in fixed or hourly rates.

3.3. The following expenses shall be reimbursable by City.

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

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

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

3.3.2. The rental of any specialized equipment to the extent City has preapproved, in writing, the cost of such rental.

3.3.3. The cost of mailing, shipping and/or delivery of any documents or materials on behalf of City.

3.3.4. Any other expenses expressly identified as being reimbursable.

3.4. Except as specified above, City will reimburse these expenses at actual cost only.

3.5. An estimate of reimbursable expenses shall be included in each quote.

4. INVOICING

4.1. Contractor shall submit an invoice to City upon the completion of services, pursuant to this Agreement.

4.2. Each invoice shall include the tasks performed and the costs for each task with sufficient information for the City to verity that services were provided at the rates specified in this Agreement.

Agreement with Mesa Energy Systems
Rev. 10/25/19

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

5. PAYMENT TO CONTRACTOR

5.1. City shall review the invoice submitted by Contractor and shall notify Contractor of any discrepancies or deficiencies in said invoice.

5.2. If there are no discrepancies or deficiencies in the submitted invoice and Contractor has submitted all required Certified Payroll, City shall process the invoice for payment.

6. RENEWAL PERIOD COMPENSATION

6.1. Pursuant to Section 2 of this Agreement, City reserves the right to extend the term of this Agreement for five (5) additional one-year terms ("Option Periods").

6.2. All pricing shall be firm fixed for the first two (2) years of the Agreement.

6.3. Contractor may request adjustments to the compensation rates beginning in year 3 of this Agreement and including option periods.

6.3.1. Contractor shall notify City ninety (90) days in advance of any proposed rate increase.

6.3.2. The Contractor must demonstrate to the satisfaction of the City that a price increase is warranted.

6.3.3. City approval or denial of the requested rate adjustment will be provided in writing (e-mail acceptable).

6.3.4. Rate adjustments may be requested no more than once per calendar year.

Agreement with Mesa Energy Systems
Rev. 10/25/19

EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

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

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated Agreement with Mesa Energy Systems
Rev. 10/25/19

wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS' COMPENSATION

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

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

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

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

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

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 Agreement with Mesa Energy Systems
Rev. 10/25/19

2. 3.

4. or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

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

General Aggregate. The general aggregate limits shall apply separately to Contractor's work under this Agreement providing coverage at least as broad as Insurance Services Office (ISO) Endorsement CG 2503, 1985 Edition, or insurer's equivalent (CGL);
Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non­ renewal.

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

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

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to Agreement with Mesa Energy Systems
Rev. 10/25/19

limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

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

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

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

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

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

EBIX Inc.

City of Santa Clara
P.O. Box 100085- S2
Duluth, GA 30096
Agreement with Mesa Energy Systems
Rev. 10/25/19
or 1 Ebix Way
John's Creek, GA 30097

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

Agreement with Mesa Energy Systems
Rev. 10/25/19

EXHIBIT D

NOTICE OF EXERCISE OF OPTION TO EXTEND AGREEMENT
AGREEMENT TITLE: Agreement for Services Between the City of Santa Clara, and Mesa Energy Systems, Inc.

CONTRACTOR:

DATE:
(Date the notice is sent must be consistent with the time for exercise set forth m Agreement) Pursuant to Section 28 of the Agreement referenced above, the City of Santa Clara hereby exercises its option to extend the term under the following provisions:

I OPTION NO. #of#

NEW OPTION TERM
I Begin date:

End date:
0 CHANGES IN RATE OF COMPENSATION
I Percentage change in CPI upon which adjustment is based:

Pursuant to Section_ of the Agreement the rates of compensation are hereby adjusted as follows:
use attachment if necessa
MAXIMUM COMPENSATION for New Option Term:

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

Approved as to Form:

City Attorney's Office
Agreement with Mesa Energy Systems
Rev. 10/25/19
Dated:

DEANNA J. SANTANA
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-221 0
Fax: (408) 241-6771

EXHIBIT E - LABOR COMPLIANCE ADDENDUM

LABOR COMPLIANCE ADDENDUM
Agreement Name: Agreement for Services Between the City of Santa Clara, and Mesa Energy Systems, Inc.

CONTRACTOR (Supplier)
Name and Address
This Agreement is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.

A. PREVAILING WAGE REQUIREMENTS

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

2. Specifically, contractors are reminded of the need for compliance with Labor Code Section 177 4-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777 .5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811- 1813.

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

4. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed on the Agreement with Mesa Energy Systems
Rev. 10/25/19

project as an apprentice and receive the applicable apprenticeship prevailing wage rates. Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.

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

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

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

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

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

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

Agreement with Mesa Energy Systems
Rev. 10/25/19

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

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

B. AUDIT RIGHTS
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers.

Copies of such records or documents shall be provided to City for audit at City Hall when ii is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor's address indicated for receipt of notices in this Agreement.

C. ENFORCEMENT

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

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

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

4. City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements. These penalties are up to $200 per day per Agreement with Mesa Energy Systems
Rev. 10/25/19

worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 1 O­ day window; and $25 per day per worker for any overtime violation.

Agreement with Mesa Energy Systems
Rev. 10/25/19

BLUE ROUTE SHEET- CITY MANAGER REVIEW/APPROVAL REQUIRED Originating
Department (OD): Electric ---------
Date
Submitted: 2/21/2024 Return To : Ahcomb H. Phone Ext.: 2733 ----- OD: FILL OUT SECTIONS #1-#7 (FRONT) AND #1-#4 <BACK) BEFORE ROUTING (1) Document : Mesa Ener S stems Inc. - Amendment No . 1 [NAME OF DOCUMENT AND CONTRACTOR/OTHER PARTY] •
(2) Indicate signature authority:
□ Service Agreements with a total taxable value of $250,000 or less ( exclusive of taxes and shipping) over a five-year period per Ordinance 2050 (CC Action - August 30, 2022) □ Miscellaneous Agreements including those that allow the use of the City name; rental agreements for City-owned property; licensing or conditional use agreements; confidentiality agreements; nondisclosure agreements; and partnership, cost sharing, in-kind and service agreements with other public or private entities per Resolution 6603 (CC Action - July 13, 1999)
□ Certificate of Acceptance for Designated Property Interests per Resolution 5600 (CC Action- May 28, 1991) □ Routine Police Agreements · including the use of City facilities; off-duty officers; special events; hold harmless and indemnification agreements from third parties; and releases of liability per Resolution 6000 (CC Action - April 4, 1995) 181 Other: RTC 21-1419 (CC Action -December 14, 2021)
(3) Cost impact: Approximately $150,000 per year
(4) Was this service budgeted for this fiscal year?
181 Yes
(5)
(6)
(7)
D No . Ifno , please describe below how the department will fund this unbudgeted service and consult with department 's assigned budget analyst to ensure that there is sufficient funding .

Is insurance compliant?
181 Yes, per attached EBIX printout. (Disregard #8)
□ No, this agreement requires Risk Management review . (Complete #8) □ NIA (i.e. Hold Harmless Agreements, Grant Funding, Indemnification language in lieu of insurance, etc.) (Disregard #8) Is Notary needed?
□ Yes (Please tag Notary page)
181 No
Department head originating agreement: Kevt'tt M 1<;ot11ow.rk/ lot Ma11uet Pineda K.-,Jn M. Kolnowski for Manu,I Plnoda (F,b ti. 202416 :28 PSTI [SIGNATURE]
(8) RISK MANAGEMENT
Please describe why contract does not require EBIX approval: __ Approved: _________________ __________ Date:
[RISK MANAGER]
(9) CITY ATTORNEY'S OFFICE
(10)
Approved as to form:

DBlfc{# Bal/iu,;
Daniol llallin(F•b21,202416 :39PSlJ , Date: Feb 21, 2024 GLEN R. GOOGINS, CITY ATTORNEY/AUTHORITY COUNSEL
Assignment Number: ~ 2-4.,.:x,i~
Reviewing Attorney ' s Initials: DB

CITY CLERK'S OFFICE
Attached : - ~,2~ ___ original(s) ______ copy(ies)
-✓-- Transmit the attached original I copy to contractor f ~u' e)OeC41'\.+-eot o6~i .... l ~ ✓ Fully executed original on file in City Clerk's Office Date Processed by Clerk ' s Office : __ 1...__.{_2,...3 _ _;{.....,,,,z.'-4..,__ __ ~-=J):__ Page I of 2
21-1419

REPORT TO COUNCIL

SUBJECT
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca .gov
@SantaClaraC ity
Agenda Date: 12/14/2021
Action on an Agreement for Services with Mesa Energy Systems , Inc. for As-Needed Heating, Ventilation , Air Conditioner and Chiller Inspection , Maintenance, and Repair Services

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Jnfrastructure

BACKGROUND
The City of Santa Clara's Electric Utility, Silicon Valley Power (SVP), operates three gas fired power generation facilities within the city limits. The main facility, the Donald Von Raesfeld Power Plant (DVR), is a 2x1 combined cycle power plant rated at 147 Megawatts of electrical power. The City of Santa Clara Cogeneration Plant is a cogeneration facility that utilizes two gas turbines for power generation . Additionally, the waste heat is collected to generate steam for supply to a paper mill.

This facility is rated at 7 Megawatts. The Gianera Generating Station, the City's peaking generation facility, is rated at 49.5 Megawatts of electrical power.

These power plants have control buildings with electronic control equipment that utilize heating , ventilation and air conditioner (HVAC) systems to operate properly . Consequently, SVP requires routine servicing of the HVAC systems to ensure that the buildings and the equipment housed in the buildings stay cool enough to function properly.

The DVR plant also uses centrifugal chillers to cool the inlet air to maximize the megawatt output of its gas turbines. These chillers are critical equipment in the power plants and require routine inspection, maintenance, and repair services.

SVP requires a qualified contractor to provide HVAC and chiller inspection, maintenance , and repair services to support the uninterrupted generation provided by the in-city power plants . In addition to the power plants , HVAC services may be required at other SVP locations such as remote facilities, or server rooms associated with critical infrastructure .

DISCUSSION
Pursuant to City Code Section 2.105.330, a formal qualifications-based Request for Proposals/Statement of Qualifications (SOQ) process was conducted for this procurement, with the award recommendation based on "best value." The factors considered in the award were experience and qualifications of the firm, and approach to safety.

In June 2021 , the City issued the SOQ for as-needed heating, ventilation , air conditioner (HVAC) and chiller inspection , repair, and maintenance services, using the City's e-procurement system. A total of 45 companies viewed the SOQ, and the City received proposals from three companies:

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Agenda Date: 12/14/2021
• A&B Mechanical Inc. (Livermore, CA}
• Mesa Energy Systems, Inc. (San Leandro, CA)
• United Mechanical Inc. (San Jose, CA}
The written proposals were evaluated and scored against the criteria and weights published in the SQQ by a three-member evaluation team consisting of staff from SVP. The proposals were evaluated on proposer qualifications and experience; qualifications of proposed individual staff; and approach to performing the required HVAC and chiller inspection, maintenance, and repair services.

Staff recommends award of a contract to Mesa Energy Systems, Inc. (Mesa) as the most . advantageous and best value proposal based upon the final evaluation ranking. Mesa's proposal met or exceeded all the SQQ specifications.

The proposed Agreement includes provisions of all labor, materials, equipment, and technical expertise needed to provide the required services including, but not limited to, HVAC and chiller inspection and maintenance services; as-needed HVAC and chiller repair services; and installation and commissioning of new HVAC units.

The initial five-year term of the agreement shall end on or about December 15, 2026. The proposed Agreement includes up to five one-year options to renew. Staff requests approval for the City Manager to execute the proposed Agreement in an amount not to exceed $750,000 during the initial term. Staff also requests approval for the City Manager to execute five one-year options to renew the proposed Agreement after the initial term, at the discretion of the City.

Mesa's hourly rates shall be fixed for the first two years of the proposed Agreement term, and annual costs are not expected to exceed $750,000 during the initial term. Exercise of the option terms after the initial five-year term shall be based on renewal quotes from Mesa. Any requests for compensation increases must be justified by the company and are subject to approval by the City and the annual appropriations of funds.

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)(2) in that the proposed actions are agreements for the purchase of products and services that are continuing maintenance and administrative activities.

FISCAL IMPACT
The total cost of the proposed Agreement with Mesa is not anticipated to exceed $750,000 over the five-year initial term.

Sufficient funds are available in the FY 2021/22 Operating Budg~t in the Electric Utility Operating Fund Contractual Services account based on the facility or assefrequiring service. Budget for future years will be included in recommended budgets.

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

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21-1419 Agenda Date: 12/14/2021

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. Authorize the City Manager to execute the proposed Agreement for Services with Mesa Energy Systems , Inc. for as-needed heating, ventilation , air conditioner and chiller inspection, maintenance, and repair services, in an amount not-to-exceed $750,000 during the initial five-year term , ending December 2026, subject to the annual appropriation of funds;

2. Authorize the City Manager to make minor changes to the proposed Agreement for Services subject to approval by the City Attorney as to form;

3. Authorize the City Manager to execute up to five one-year options to extend the term of the proposed Agreement for Services after the initial term, ending December 2031, assuming all options are exercised, and subject tO the annual appropriation of funds; and

4. Authorize the City Manager to take actions to add or delete services consistent with the scope of the proposed Agreement for Services and allow future rate adjustments subject to request and justification by contractor, approval by the City, and the appropriation of funds .

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Deanna J. Santana, City Manager

ATTACHMENTS

1. Proposed Agreement for Services
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S200004843
Exhibit C2 - Svc
Contract>$50 ,000-
Limited Exposure
Mesa Energy
Systems Inc
14450 Doolittle
Drive
San Leandro
CA
94577
Address Updated :

Physical Address
Contract Information
Contract Number:

Contract Start Date: Contract End Date:

Contract Effective Date: Contract Expiration Oat
Description of Services: Safety Form II:

Contact Information
Contact Name: Misc:

Phone Number: Alt Phone Number:

Fax Number:

E-Mail Address:

Approval Date:

Rush: Yes
Contract on File: No
Certificate Received: No
Indemnification Agreement: No
Tax Id:

I . , This Account created by c65 on 10/11/2021.

L - - - --- -- . - - - -- - -
l
I
Ebix Insurance No. *S200004843
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE CITY OF SANTA CLARA, CALIFORNIA,
AND MESA ENERGY SYSTEMS, INC.

PREAMBLE
This agreement ("Amendment No. 1") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Mesa Energy Systems, Inc., a California corporation with its primary business address located at 14450 Doolittle Drive, San Leandro, CA 94577 ("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 in part "Agreement for Services Between The City of Santa Clara, California and Mesa Energy Systems Inc., dated on or about December 15, 2021 (Agreement) for the purpose of having Contractor provide as-needed heating, ventilation, and air conditioner (HVAC), and chiller systems inspection, repair, and maintenance services.

B. The Parties entered into the Agreement and the Parties now wish to amend the Agreement to update Scope of Services and Fee Schedule.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 1 of the Agreement as Amended, entitled "AGREEMENT DOCUMENTS" is amended to read as follows:
"The documents forming the entire Agreement between City and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:

Exhibit A - Scope of Services
Exhibit B - Schedule of Fees and Payment Provisions
Exhibit C - Insurance Requirements
Exhibit D - Sample Work Authorization Form
Exhibit E - Labor Compliance Addendum
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 1 of 43

2. Section 2 of the Agreement as Amended, entitled "TERM OF AGREEMENT" is amended to read as follows:
"A Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by written amendment to this Agreement, the term of this Agreement shall begin on December 15, 2021 and terminate on December 31, 2026 ("Initial Term").

B. After the Initial Term, City reserves the right, at its sole discretion, to extend the term of this Agreement for up to five (5) additional years through December 31, 2031 ("Option Periods") in such increments as determined by City.

Such extensions of term shall be authorized through an Amendment to this Agreement executed by the Parties. The Initial Term and Option Periods shall collectively be referred to as "Term"."

3. Exhibit A - Scope of Services is hereby deleted in its entirety and replaced with the attached "Exhibit A - Scope of Services - Effective February 1, 2024", which is hereby incorporated into the Agreement.

4. Exhibit B - Schedule of Fees and Payment Provisions is hereby deleted in its entirety and replaced with the attached "Exhibit B Schedule of Fees and Payment Provisions - Effective February 1, 2024", which is hereby incorporated into the Agreement.

5. Exhibit D - Notice of Exercise of Option to Extend Agreement Form is deleted and replaced with the attached Exhibit D - Sample Work Authorization Form", which is hereby incorporated into the Agreement.

6. 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. [SIGNATURES ON FOLLOWING PAGE]
Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 2 of 43
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:

Dft,({,(#'. Sa/wt,
Daniel Ballin (Feb 21, 202416 :39 PST)
GLEN R. GOOGINS
City Attorney
"CITY"
· Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
*MESA ENERGY SYSTEMS INC.

A California Corporation
Dated: 2-16-2024
By (Signature): ~ 11 j i ~
Name: Mark Collins
Title: VP/GM
Principal Place of
Business Address: 14450 Doolittle Drive, San Leandro, CA 94577 Email Address: [email protected]
Telephone: (510)670-1690
"CONTRACTOR"
Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 3 of 43

TABLE OF CONTENTS

EXHIBIT A

SCOPE OF SERVICES
EFFECTIVE FEBRUARY 1, 2024
SECTION 1. GENERAL ............................................................................................. 2 SECTION 2. SERVICES TO BE PERFORMED ........................................................ 3 SECTION 3. SPECIFIC REQUIREMENTS ................................................................ 4 SECTION 4. REPORTS ............................................................................................. 5 SECTION 5. COMPLETION OF SERVICES ............................................................. 6 SECTION 6. HOURS AND DAYS OF SERVICE ....................................................... 6 SECTION 7. SCHEDULING AND PLANNING ........................................................... 6 SECTION 8. WORK AUTHORIZATION PROCESS .................................................. 7 SECTION 9. APPLICABLE LAWS AND REGULATIONS ........................................ 11 SECTION 10. WORKMANSHIP ................................................................................. 12 SECTION 11. PERMITS AND LICENSES ................................................................. 12 SECTION 12. WARRANTY ....................................................................................... 12 SECTION 13. CITY FURNISHED MATERIALS ......................................................... 13 SECTION 14. WORK AREA ...................................................................................... 13 SECTION 15. CONTRACTOR'S EQUIPMENT, TOOLS, AND MATERIALS ............ 13 SECTION 16. DISPOSAL OF WASTE & SCRAPS ................................................... 14 SECTION 17. SAFETY .............................................................................................. 14 SECTION 18. INJURY/PROPERTY DAMAGE .......................................................... 15 SECTION 19. CONTRACTOR PERSONNEL ............................................................ 15 SECTION 20. E-BUILDER ......................................................................................... 17 SECTION 21. SHIPPING AND FREIGHT .................................................................. 19 Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 4 of 43
SECTION 1. GENERAL

1.1 Contractor shall provide all necessary supervision, labor, and services, plus all tools, equipment, materials, and supplies required to provide as-needed heating, ventilation and air conditioner (HVAC), and chiller systems inspection, repair, replacement and maintenance services, in support of Silicon Valley Power (SVP).

1.2 Contractor shall perform the services in accordance with generally accepted industry best practices and the original equipment manufacturer (OEM) specifications. Any deviations must be approved in writing by SVP. Contractor shall be responsible for verifying that their inspection and maintenance processes meet the most current minimum requirements for the OEM's equipment.

1.3 The Contractor shall possess all licenses and/or certifications necessary to perform the services described in this Exhibit A. Contractor shall also secure all permits necessary (including payment of any charges and fees) to perform the required services.

1.4 Service Locations:
1 .4.1 Contractor shall provide the required Services at the following locations.

1.4.1.1 Donald Von Raesfeld Power Plant (DVR), 850 Duane Ave. Santa Clara, CA 95054 (equipment listed in Appendix A-1);

1.4.1.2 Fuel Gas Compressor Building, 2977 Lafayette St, Santa Clara, CA 95054 (equipment listed in Appendix A-1);
1 .4.1.3 Gianera Generating Station, 2339 Gianera St. Santa Clara, CA 95054; (equipment listed in Appendix A-1);

1.4.1.4 Cogeneration Plant, 524 Robert Ave, Santa Clara, CA 95050 (equipment listed in Appendix A-1 );
1 .4.1.5 All substations owned and operated by Silicon Valley power (equipment listed in Appendix A-2);

1.4.1.6 SVP administrative offices, 881 Martin Avenue, Santa Clara, CA 95050; and

1.4.1.7 SVP Corp Yard, 1705 Martin Avenue, Santa Clara, CA 95050. 1 .4.1.8 City's facilities in Glenn and Tehama County.

1.4.1.9 Other locations as may be requested by the City and authorized pursuant to Section 8 (Work Authorization Process)

1.4.2 Where required by location, Contractor shall sign-in, obtain safe work permit, Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 5 of 43
and notify the DVR control room staff prior to commencing work and inspections.

1.5 SVP may participate in or observe any inspection.

SECTION 2. SERVICES TO BE PERFORMED

2.1 HVAC and chiller systems inspection and maintenance services.

2.1.1 Contractor shall perform the following Services:

2.1.1.1 Quarterly and annual heat pump inspection and maintenance services including, at a minimum, the tasks listed in Exhibit A-1:

2.1.1.2 Quarterly and annual Air Handling Units (AHU) inspection and maintenance services including, at a minimum, the tasks listed in Exhibit A-2.

2.1.1.3 Quarterly and annual air conditioner inspection and maintenance services including, at a minimum, the tasks listed in Exhibit A-3.

2.1.1.4 Quarterly and annual packaged air conditioning systems - gas/electric inspection and maintenance including, at a minimum, the tasks listed in Exhibit A-4.

2.1.1.5 Quarterly and annual packaged split system air cooled condensing unit inspection and maintenance including, at a minimum, the tasks listed in Exhibit A-5.

2.1.1.6 Quarterly and annual chiller systems inspection and maintenance services including, at a minimum, the tasks listed in Exhibit A-6.

2.2 Additional Services. Contractor shall perform additional support services, as needed. All additional services shall be quoted and authorized pursuant to Section 8 (Work Authorization Process). Additional services may include, but shall not be limited to:

2.2.1 Repair or replacement of HVAC systems and chiller systems including components, associated ducting, associated piping, and control equipment:

2.2.1.1 Unless otherwise approved by City, Contractor shall repair or replace HVAC systems with equivalent systems.

2.2.1.2 Contractor shall get approval from SVP prior to changing the type of HVAC system or components prior to repair or replacement.

2.2.2 Repairs of issues such as those identified during routine maintenance visits, service callouts, and emergency call-outs.

Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 6 of 43

2.2.3 Replacement of electrical components supporting HVAC and chiller systems.

2.2.4 Supply of all types of HVAC and chiller systems products and materials.

2.2.5 Removal and installation of steam turbine insulation blankets.

2.2.6 Removal of replaced HVAC systems.

2.2.7 Installation and commissioning of new HVAC units.

2.2.8 Upgrade of chiller systems control units.

2.2.9 Other miscellaneous HVAC or chiller systems work.

2.2.10 Services performed at sites or on equipment not listed in Appendix A-1 or Appendix A-2

2.2.11 Emergency services.

SECTION 3. SPECIFIC REQUIREMENTS

3.1 The following are included in Services provided by Contractor

3.1.1 Filter Service Type: Minimum Efficiency Reporting Value (Merv) 13 Pleated Filters

3.1.2 Maintain, follow, and assist SVP in complying with SVP's refrigerant management program.

3.1.3 Wireless Dispatching and Documentation

3.2 Contractor shall be responsible for providing the following, as required for the Services:

3.2.1 Supervision and administrative support

3.2.2 Program and project management services

3.2.3 Subcontractor management

3.2.4 On-site miscellaneous services (portable restroom facilities, rental equipment such as light standards, generators, fueling services, etc.)

3.2.5 Expedited procurement and transportation of materials, parts, and equipment when requested by the City.

SECTION 4. REPORTS
Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 7 of 43

4.1 Service Reports

4.1.1 Within 7 days after completion of any Service, Contractor shall submit a written report to the City which shall include:

4.1.1.1 Type of service such as preventative maintenance, inspection, repair.

4.1.1.2 Existing condition of individual unit and recommendations.

4.1.1.3 Recording of any abnormal conditions, measurements taken, with description of noted issues/deficiencies (including photos) and suggested corrective action.

4.1.1 .4 Review of SVP logs with SVP for operational problems, trends and compare to design conditions.

4.1.1.5 Description of service/ repairs/ work completed by Contractor, written operating log, and any deficiencies detected with recommendations for resolution.

4.1.1.6 Update on any spare parts and materials inventory with recommendations for additional inventory.

4.1.1.7 Additional information requested by City.

4.2 Contractor shall keep records of all refrigerant removals and additions pursuant to State of California regulations and available to SVP within one business day of request.

4.3 Status Reports

4.3.1 For all quarterly and annual services and when requested by City as part of a specific Work Authorization (as defined in Section 8), Contractor shall provide regular cost, schedule, and status updates on services performed during the term of the agreement.

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

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

SECTION 5. COMPLETION OF SERVICES
All Services shall be completed in a timely, efficient manner so as to ensure the site, equipment, and/or system is operational as soon as possible and as provided in the applicable Work Authorization / Purchase Order I Emergency Work Order.

Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 8 of 43
SECTION 6. HOURS AND DAYS OF SERVICE
Contractor will generally perform the required Services during regular business hours which is between 6:00 AM - 4:00 PM PST/PDT, Monday through Friday. City will, at its discretion, allow access during non-business hours when required.

SECTION 7. SCHEDULING AND PLANNING

7.1 Contractor and City shall mutually agree to scheduling for required HVAC and chiller systems services associated with performance of preventative maintenance.

When requested by City, Contractor shall be able to plan, staff and execute scheduled maintenance and inspections with thirty (30) days advance notice.

7.2 Contractor must respond by email or telephone no later than four (4) hours during regular business hours or twenty-four (24) hours if outside regular business hours from the City's notification that an emergency condition exists. Contractor shall have personnel and equipment onsite within forty-eight (48) hours of such notification for troubleshooting.

7.3 For critical equipment, Contractor may be required to work shifts longer than twelve (12) hours per day or working alternative shifts including night shifts.

7.4 All services shall be completed in a timely, efficient manner so as to ensure the power plant equipment is operational as soon as possible. 7 .5 With the exception of emergency services, Contractor shall perform the required services between 6:00 AM - 4:00 PM, Monday through Friday.

7.6 Priority Service: Contractor will provide priority service to SVP. Any service request generated by SVP will be placed in high priority status based on type of call and day/time of request.

SECTION 8. WORK AUTHORIZATION PROCESS

8.1 Project Quotes and Authorization of Work (Non-Emergency)

8.1.1 Projects (services, materials and/or equipment) with a value that exceeds the City's competitive threshold, and/or are subject to the State of California's Public Contract Code or City of Santa Clara Charter Section 1310 may require a separate competitive process.

8.1.2 Proposal. Contractor shall prepare and submit a proposal (Proposal) for each Work Request that includes:

8.1.2.1 A work plan that includes a detailed description by task of the services to be performed.

Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 9 of 43

8.1.2.2 A project timeline/schedule with discussion on any activities that may impact the project timeline/schedule.

8.1.2.3 A list of Contractor's personnel and subcontractors including subcontractor Department of Industrial Relations (DIR) number where required.

8.1.2.4 Any required drawings or documents.

8.1.2.5 A list of City responsibilities.

8.1.2.6 A final acceptance criteria

8.1.2.7 An itemized cost proposal showing:

8.1.2.7.1 8.1.2.7.2

8.1.2.7.3 8.1.2.7.4

8.1.2.7.5 8.1.2.7.6

8.1.2.7.7 Hours and hourly rates by position as listed in Exhibit B for both Contractor and subcontractor personnel if applicable.

Indicate labor subject to prevailing wage requirements.

Itemized list of materials/parts with cost for each line item.

Rental and/or specialty equipment
Reimbursable expenses, in accordance with the limitations set forth in Exhibit B.

Any additional costs including, but not limited to freight, permits, fees
Breakdown of materials and labor sufficient to calculate sales tax
Estimated total cost including sales tax

8.1.2.8 All submitted pricing shall be in accordance with the rates authorized in Exhibit B of this Agreement and the Proposal shall include sufficient information for the City to determine that rates are in accordance with the Agreement.

8.1.2.9 Cost for any additional equipment, parts, or services required for completion of services as detailed in the Work Request and in Contractor's Proposal but not reflected in the Contractor's cost proposal shall be the sole responsibility of the Contractor and at no cost to the City.

8.1.2.10 The City will review the Proposal, and may elect to approve it, reject it, or use it as a basis for further negotiations with Contractor.

8.1.2.11 Provided that Contractor's original Proposal includes all items listed in Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 10 of 43
Section 8.1.2, the City and Contractor may negotiate whether the cost for Work Authorization will be fixed price (lump sum) or based on specific rates of compensation (e.g. time-and-materials) for completion of the services.

8.1.2.12 Contractor must submit a revised Proposal to the City based upon such negotiations. If a fixed fee or lump sum is authorized, a payment schedule shall be included. The final proposal shall include a clear breakdown of materials and labor indicating taxable and non-taxable items and an estimate of sales tax.

8.1.3 Work Authorization:

8.1.3.1 If the completion of the services in the Proposal will not result in total costs under this Agreement exceeding the maximum compensation in Section 6 of the Agreement, (when combined with all previously authorized Services), the City may authorize the proposed services as set forth in this Section.

8.1.3.2 For Proposals with a total cost exceeding $50,000, Work Authorizations shall be issued in substantially the same format as Exhibit D. Each Work Authorization shall describe the proposed services and deliverables the Contractor must provide, the time limit within which the Contractor must complete the proposed service and deliverables, the system acceptance criteria, warranty provisions, and the compensation for the additional services.

8.1.3.3 Subject to the terms and conditions of this Agreement, Contractor and City will negotiate the specific scope and requirements of each Work Authorization. Upon execution by the Parties, the Work Authorization shall become an Approved Work Authorization.

8.1.3.4 Each Approved Work Authorization shall have a purchase order attached to it. A Purchase Order ("Purchase Order'') is a document issued by the City of Santa Clara Finance Department which will reference the terms and conditions of this Agreement and serves and final approval for each Approved Work Authorization.

8.1.3.5 For Proposals with a total cost less than $50,000, a signed Work Authorization is not required. The City will issue a Purchase Order authorizing Services and the Purchase Order will serve as the Approved Work Authorization.

8.1.3.6 Only the Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer may, on behalf of the City, execute a Work Authorization. Purchase Orders are issued by the Finance Department.

Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 11 of43

8.1.3.7 Except in the case of emergency which shall confirm to the conditions of Section 8.2 or where the circumstances in Section 8.1 .4.4 apply, Contractor shall not initiate the additional services and the City will not compensate the Contractor until the City has executed the Work Authorization for such additional services where applicable ("Approved Work Authorization") and issued a Purchase Order.

8.1.3.8 If Contractor begins the Services or fails to dispute a Purchase Order within three (3) business days, Contractor is assumed to have accepted the terms of the Purchase Order.

8.1.3.9 An Approved Work Authorization must be consistent with- and cannot alter - the terms and conditions of this Agreement. The terms and conditions of this Agreement shall prevail over any and all terms and conditions contained in an Approved Work Authorization - even if the Approved Work Authorization expressly states that it is intended to control. Any conflicting terms and conditions in an Approved Work Authorization are invalid and unenforceable.

8.1.3.1 O The City (through the individuals listed in section 8.1.3.6 or, in the case of Purchase Orders, the Finance Department) may terminate an Approved Work Order, Purchase Order, or an Emergency Work Order for convenience with ten (10) days prior written notice to Contractor. In such event, the Contractor shall have no further rights hereunder, except that Contractor shall be paid for all Services adequately rendered prior to such termination.

8.1.4 Changes to Work Authorization:

8.1.4.1 Contractor shall notify the City immediately when a situation occurs that may result in a change to the total project cost or specific line items in an Approved Work Authorization or Purchase Order. Contractor shall provide the reason for the change specific to each Approved Work Authorization or Purchase Order.

8.1.4.2 If Contractor requires changes to a fixed price Work Authorization, Contractor shall only be permitted to request changes with justification such as additional scope requested by City or unanticipated field conditions. For such changes, Contractor shall submit justification demonstrating that changes in cost are associated with changes in scope. Contractor shall not be entitled to additional compensation for issues such as errors in calculation of original pricing, changes in staff, or other changes that are not directly related to changes requested by City.

8.1.4.3 In the event that unanticipated site conditions or other issues result in costs that exceed total of the Approved Work Authorization or changes Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 12 of 43
to line items in an Approved Work Authorization or in the Purchase Order, Contractor shall submit to the City an updated Proposal for review and approval from the City in advance of performing any additional required services. The City will issue a new or amended Work Authorization (if required pursuant to Section 8.1.3) or Purchase Order (as applicable) to authorize such additional services. Each changed Work Authorization and Purchase Order shall amend the Services and be incorporated into the Services by reference.

8.1 .4.4 In the event that issues are identified that can be most efficiently and economically resolved while on site, changes may be approved verbally (in the field), by telephone, or e-mail by the following authorized individuals: Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer. Such authorization shall be defined as an Interim Work Order. Contractor shall provide an updated Proposal within two (2) business days so that such changes can be documented in a Work Authorization and/or Purchase Order.

8.2 Emergency Work Orders

8.2.1 An emergency work order (Emergency Work Order) should be utilized only in instances of a threat to public health or safety, loss of or damage to property, or serious disruption to essential services. An emergency is defined as an unforeseen event, circumstance, or combination of circumstances that the City reasonably determines to require immediate action.

8.2.2 Emergency Work Orders do not need to be in writing and may only be authorized by the Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer. Such verbal authorizations will be confirmed by the City in writing within three (3) business days by a Purchase Order or, where applicable, a Work Authorization and Purchase Order.

8.2.3 When emergency services are required, Contractor shall send a Proposal to the City for the required Services as soon as possible, but no later than three (3) business days after starting Services. The Proposal shall be detailed in accordance with this Section 8 and shall also include any completed Services.

The City will issue a Work Authorization (if required pursuant to Section 8.1.3) and a Purchase Order as soon as reasonably practicable.

8.3 Each Approved Work Authorization and Purchase Order including those authorizations issued pursuant to Section 8.2 and 8.1 .4.4 shall be incorporated into the Agreement by reference and subject to its terms and conditions and the Services contained therein shall be included within the Services.

8.4 Proposals, pricing, and quotes are not confidential and will not be treated as Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 13 of 43
confidential even if marked confidential when submitted.

8.5 Except in the situations described in Section 8.1 .4.4 and Section 8.2, Contractor shall not initiate services before a Work Authorization has been executed and/or Purchase Order has been issued.

SECTION 9. APPLICABLE LAWS AND REGULATIONS

9.1 Contractor shall be informed of and comply with all applicable present and future federal, state, and local regulations, ordinances and codes including but not limited to the Occupational Safety and Health Administration (OSHA) and the California Department of Industrial Relations and State Division of Industrial Safety.

9.2 Where any applicable laws or ordinances conflict with the City's requirements, the more stringent requirement(s) shall be followed. Contractor's failure to be thoroughly familiarized with the provisions of any applicable federal, state, and local regulations, ordinances and codes shall not relieve Contractor from compliance with the obligations and penalties resulting therefrom.

SECTION 10. WORKMANSHIP

10.1 Contractor shall perform all Services in a professional manner and environmentally responsible manner that meets or exceeds industry and professional standards of performance. All Services shall be performed by a Contractor employee skilled in the particular task to which they are assigned.

10.2 All parts and/or components replaced or newly installed in the system shall be OEM, factory new, and free of defects in title, materials and workmanship at the time of their delivery and installation. However, if approved by the City, Contractor may use rebuilt parts or new parts from another manufacturer if approved by the original manufacturer and/or City for use in the specific piece of equipment of the system.

10.3 Poor or inferior workmanship, as determined at the sole discretion of the City, shall be removed and replaced to conform to the quality standards of the industry, or otherwise corrected to the satisfaction of the City, at Contractor's sole expense.

10.4 City reserves the right to inspect any Services performed by Contractor and its subcontractors. If, upon inspection, the City determines that there is any unsatisfactory or defective work, the Contractor must correct the Services at no additional cost to the City.

SECTION 11. PERMITS AND LICENSES

11.1 Contractor shall obtain, maintain, and pay for all licenses, permits, and certificates required by any statute, ordinance, rule, or regulation in order to perform the Services.

Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 14 of 43

11.2 Contractor is responsible for obtaining an 811-dig permit for any remedial services that require digging.

SECTION 12. WARRANTY

12.1 Services. For each Approved Work Authorization, Purchase Order, and Emergency Work Order, all Services shall carry a warranty of a minimum of 90 days from the date of completion of Services set forth therein. Warranty-related work shall be at no additional cost to the City.

12.2 Parts. With respect to any parts or other items furnished by Contractor to perform the necessary Services, Contractor shall extend the manufacturer's warranty. Parts manufactured by Contractor or others shall be warranted for a period commensurate with the original manufacturer's warranty to ensure that the City receives a warranty period that is at least as long as the original manufacturer's warranty.

12.3 Contractor shall be responsible for performing all warranty work within a reasonable time. In emergencies where damage may result from delay or where the loss of service may result, the City may choose to perform the work covered in the warranty. The cost associated with the City completing the warranty work shall be charged to Contractor.

SECTION 13. CITY FURNISHED MATERIALS
Contractor shall credit the City for any City-furnished materials that are used, lost, stolen, damaged or rendered unusable by actions of Contractor.

SECTION 14. WORK AREA

14.1 Contractor shall ensure that the work area, where Services or other related work are being performed, is free from all surplus materials, waste materials, debris, spills, dirt and rubbish caused by Contractor's performance of Services. Upon completion of the scheduled Services or at the end of each day, whichever comes first, Contractor shall ensure the work area is in a clean safe condition. The City shall be the sole judge as to the adequacy of the cleanup.

14.2 Contractor shall follow all directions of City with regard to clean-up both during the course of, and upon completion of Services. If Contractor fails to clean up the work area within forty-eight hours (48) after demand by the City, City may charge Contractor for any costs of clean-up or other services required to adequately protect the City's electrical or other facilities or to restore work area to a safe condition. City may invoice Contractor or deduct costs from Contractor's invoice at City's sole discretion.

14.3 Contractor must provide work and traffic signage as required to warn pedestrians Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 15 of 43
and vehicular traffic of work in progress. Contractor may be required to direct pedestrians and traffic around the work area. Contractor shall also be responsible for providing all equipment and personnel necessary to properly perform the traffic control measures, including but not limited to, flaggers, cones, reflectors, electronic signs, barricades, caution tape, temporary paving, or steel plates.

14.4 Contractor shall make all reasonable efforts to minimize obstructions and inconvenience to SVP's operations and others who may be impacted by Contractor's Services.

SECTION 15. CONTRACTOR'S EQUIPMENT, TOOLS, AND MATERIALS

15.1 All equipment, tools (including any specialty tooling), and materials required for the execution of the Services shall be provided by Contractor. City will not loan tools or equipment to Contractor. Neither Contractor nor its workers shall attempt to borrow tools or other materials from City personnel.

15.2 Tools and equipment shall be kept in proper operating condition and used only for the purpose for which they were designed. City reserves the right to suspend Services if improper tools or equipment are being used or operated.

15.3 Tools and equipment shall be safely stored overnight under lock and key. Loss of any tools or equipment shall be reported immediately to City.

15.4 All vehicles, equipment, and ladders shall be secured when not in use. Keys shall not be left in any vehicles or equipment when not in use.

15.5 City will not be responsible for the loss of tools, equipment, or materials.

SECTION 16. DISPOSAL OF WASTE & SCRAPS

16.1 Except as specified in Section 16.3, Contractor will handle all waste, including hazardous waste, generated or encountered in the performance of Services in accordance with all applicable local, State, and federal regulations and laws.

Contractor shall secure all waste, including hazardous waste, generated by Services in a manner that will safely and legally permit City to transfer to City's contractor for disposal. Contractor shall not dispose of or transport any waste including hazardous waste on or near City premises or facilities if that waste was not generated by or encountered in the performance of the Services.

16.2 Contractor shall notify City in advance of any hazardous material (including, asbestos) anticipated to be generated by or encountered in the performance of Services. In the event hazardous material (including asbestos) is generated or encountered that is not anticipated, Contractor shall notify the City as soon as possible that such waste has been or will be generated or encountered.

16.3 City is responsible for any mitigation or disposal of any material containing Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 16 of 43
asbestos.

16.4 Contractor shall provide the City with a written report of all disposal of non­ hazardous waste within twenty-four (24) hours of disposal unless a shorter timeline is required by local, state, and/or federal regulations.

16.5 Where applicable, Contractor shall recycle all material scraps, and credit the value to the City.

SECTION 17. SAFETY

17.1 Safety must always be the top priority. Contractor shall take all necessary precautions for the safety of all persons at the work site. Contractor must erect and properly maintain at all times, as required by the conditions and progress of the Services, all necessary safeguards for the protection of all persons and the public including posting danger signs and warnings against known or unusual hazards.

17.2 Contractor shall maintain an effective Injury and Illness Prevention Program (IIPP) in writing pursuant to Section 3203, Title 8 of the California Code of Regulations (CCR). The written plan shall include specific instructions with regard to hazards unique to the employee's job assignment. At City's request, a copy of the Contractor's IIPP shall be submitted to the City and be made available on-site.

17.3 Contractor shall schedule safety inspections as necessary and as may be requested by the City to identify and correct unsafe conditions and practices. The City reserves the right to accompany Contractor during these inspections.

17.4 Contractor must comply with all site-specific safety requirements and procedures including but not limited to Lockout/Tagout (LOTO), Energy Isolation, Confined Space, Fall Protection, Chemical Safety, Hazardous Waste, and Personnel Protective Equipment (PPE).

17.5 Contractor's employees (including any subcontractors) shall utilize appropriate Personal Protective Equipment (PPE) and Fire Resistant (FR) clothing, as required.

Any required PPE and FR clothing shall be provided at the expense of Contractor.

17.6 When requested by the City, Contractor shall provide an on-site Safety Manager/Supervisor to ensure compliance with all applicable Safety rules and regulations, perform daily audits and submit daily reports to the City that identify discrepancies or non-compliance, provide direction in regards to safety rules and regulations to Contractor Project Manager/On-Site Supervisor (as defined in Section 19) and Contractor employees.

SECTION 18. INJURY/PROPERTY DAMAGE
Contractor shall notify the City immediately in the event of an injury or property damage that occurs during the performance Services. Contractor shall investigate the reported Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 17 of 43
injury or damage upon request from City and provide City with regular updates including all accident reports until the investigation is resolved. City reserves the right to perform its own investigation. Should City choose to conduct its own investigation, Contractor shall assist as required.

SECTION 19. CONTRACTOR PERSONNEL

19.1 Project Manager/On-Site Supervisor
Contractor must designate one (1) Project Manager or On-Site Supervisor to communicate with the City during performance of Services. The Project Manager/On-Site Supervisor is the designated point of contact for the City to communicate tasks and receive feedback. The Project Manager/On-Site Supervisor must be capable of communicating effectively with SVP staff.

19.2 Staffing

19.2.1 Contractor shall be responsible for its employees' professional and technical competence and will select appropriate individuals who are qualified, certified, and/or licensed to perform the assigned task.

19.2.2 Contractor shall ensure its employees and any subcontractors supply proper identification when requested by the City.

19.2.3 Contractor shall inform City immediately of any change in key personnel assigned to this agreement. Contractor shall submit the resumes and other qualifications of the proposed replacement employee(s) to City for review and approval.

19.3 Employee Training

19.3.1 At Contractor's sole cost and expense, Contractor shall provide recurring, periodic (no less than annual) training to its employees (including subcontractors) appropriate to the duties and responsibilities of each employee.

19.3.2 It is essential that all employees be thoroughly trained and familiar with the equipment and procedures to be followed.

19.3.3 Training shall follow Contractor's standard policies and procedures and shall be in compliance with all applicable federal, state, and local laws, including but not limited to safety and injury prevention training requirements contained in the OSHA standards.

19.3.4 Contractor shall be familiar with SVP's operating standards. All employees are required to watch SVP's safety video once per calendar year or prior to the commencement of Services.

Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 18 of 43

19.3.5 Al the City's request, Contractor shall submit copies of training records for its employees.

19.4 Standards of Conduct

19.4.1 Contractor shall be solely responsible for its employees while on or about the work site, including but not limited to, maintaining discipline, ensuring standards of conduct are adhered to, and enforcing safety policies, procedures, and orders. Contractor shall ensure that while on or about the work site, its employees do not:

19.4.1.1 Display a discourteous, abrupt, abrasive, or belligerent attitude.

19.4.1.2 Use any prescribed or over-the-counter medications which can potentially impair the employee's ability to perform the Services safely.

19.4.1.3 Present or identify themselves as employees of the City of Santa Clara.

19.4.1.4 Possess any firearms, narcotics, drugs, intoxicants, or other restricted materials while on the premises.

19.4.1.5 In the event a Contractor employee fails to meet the above standards of conduct, Contractor shall immediately remove that employee and provide a replacement.

19.4.2 Any personnel or subcontractor, if any, of Contractor who fail or refuse to perform the Services in a manner acceptable to City, or who are determined by City, in its sole discretion, to be uncooperative, incompetent, a threat to the adequate or timely completion of the Services, or a threat to the safety of persons or property, shall be promptly removed from the performance of the Services by Contractor.

19.4.3 In the event that a complaint is made against a Contractor employee, Contractor shall notify the City immediately and provide a written explanation detailing how the situation was resolved.

SECTION 20. E-BUILDER

20.1 When required by City, Contractor shall use utilize e-Builder for submission of data and documents throughout the term of this agreement.

20.2 e-Builder is a web-based construction management application hosted by e­ Builder, Inc. For certain projects to be defined by the City, e-Builder shall be the primary means of project information submission and management or as otherwise agreed upon with the City.

20.3 The City will establish the Contractor's access to e-Builder by providing licenses to Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 19 of43
Contractor's personnel at City's cost. The Contractor's designated users will be required to set up their computers/systems to use e-Builder in accordance to thee­ Builder User Training Guide. The City reserves the right to limit the licenses issued to Contractor in the future.

20.4 Contractor is required to obtain all necessary training to use the software. The City will provide one classroom training or a web-based seminar. A training session is 1 - 2 hours.

20.5 e-Builder is a web-based environment and therefore it is subject to the inherent speed and connectivity limitations of the Internet. Contractor is responsible for its own connectivity to the Internet. e-Builder's response time is dependent on the Contractor's equipment, including processor speed, Internet access speed, etc., and current traffic on the Internet. The City will not be liable for any delays associated with the usage of e-Builder including, but not limited to slow response time, downtime periods, connectivity problems, or loss of information. The Contractor shall ensure connectivity to the e-Builder system whether at the home office or job site. Under no circumstances will the usage of e-Builder be grounds for a time extension or cost adjustment to the Agreement.

20.6 Data entered in a collaborative mode (entered with the intent to share as determined by permissions and workflows within the e-Builder system) by the City and the Contractor will be jointly owned.

20.7 Contractor is responsible for managing, tracking, and documenting the work to comply with the requirements of this Agreement. The City's acceptance via automated system notifications or audit logs extends only to the face value of the submitted documentation and does not constitute a validation of the Contractor's submitted information.

20.8 At the City's sole discretion, project documents may be processed and distributed digitally over the internet or may be required to be presented in hard copy format.

20.9 While regular email may still be used for communication, when requested by the City, e-Builder shall be utilized as much as possible in connection with all document and information management required in the performance of projects where City has directed the use of e-Builder. Contractor shall be responsible for scanning or otherwise converting to electronic format all project submittals and Contractor correspondence, drawings, sketches, etc., and uploading them to the e-Builder website and shall be responsible for the validity of the information placed in e­ Builder. The Contractor shall utilize the existing forms and processes in e-Builder to the maximum extent possible. If a required form does not exist in e-Builder, the Contractor shall include a form of its own or one provided by the City (if available) as an attachment to a submittal or process. Documents and information to be submitted electronically include, but are not limited to:

20.9.1. 1 Correspondence
Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 20 of 43

20.9.1.2 Meeting Minutes

20.9.1.3 Submittals and Shop Drawings

20.9.1.4 Product Data, reports, certifications, etc. must be submitted in PDF. (If a sample can be scanned, it is requested that a scanned PDF copy be submitted with the sample.

20.9.1.5 Requests for Information (RFl's)

20.9.1.6 Submittals and Shop Drawings

20.9.1.7 Change Order requests and documentation, including record copies of change orders, proposals, and modifications.

20.9.1.8 Pay Applications

20.9.1.9 "Official" correspondence (such as letters) including informal correspondence, such as email.

20.9.1.10 Pre-Task Plans (PTPs)

20.9.1.11 Daily Construction Reports and other Daily Reports including Contractor Quality Control (CQC) Reports

20.9.1.12 All official reports, such as Commissioning reports

20.9.1.13 Notices and Claims

20.9.1.14 Operations and Maintenance Manuals

20.9.1.15 All Close-out documents, and

20.9.1.16 All testing results

20.1 0Archive Copies: When requested by City, Contractor shall keep an archive copy of all digital data created by Contractor, or submitted to Contractor via e-mail, or resident on thee-Builder for the duration of the Project. Such data shall be available to City, and authorities with the jurisdiction (including funding agencies or representatives) on demand.

20.11 Should the City replace e-Builder with a different project management tool, Contractor, and subcontractors shall be required to utilize the new project management tool selected by the City.

SECTION 21. SHIPPING AND FREIGHT

21.1 Contractor shall be responsible for shipment and delivery of all required products Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 21 of 43
and materials to City. Contractor will pay all fright charges. All products and materials shall be entirely at Contractor's risk from the time they are placed in possession of the carrier for shipment to/from City until final acceptance by the City. Contractor shall ensure that the products and materials are insured against "all risks" from the time the products and materials are placed in the possession of the carrier for shipment to/from City. Contractor will pack and ship all equipment in accordance with good commercial practices.

21.2 Contractor shall notify City at least sixty (60) minutes prior to arrival of any deliveries to City. City will provide a contact name and phone number to the Contractor. The shipping location will be identified on each Work Authorization or Purchase Order.

Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 22 of 43
EXHIBIT A-1

HEAT PUMP INSPECTION AND MAINTENANCE
SECTION 1. QUARTERLY SERVICES

1.1 Check with appropriate SVP representative for operational deficiencies.

1.2 Check system pressures and temperatures.

1.3 Check compressor oil level(s) where applicable

1.4 Inspect starter.

1.5 Check crankcase heater.

1.6 Visually inspect for refrigerant and oil leaks.

1. 7 Check condition of condenser coils.

1.8 Check operation of reversing valve.

1.9 Check condenser fan blades and motors.

1.1 O Check for proper condenser fan rotation.

1.11 Check condition of evaporator coils.

1.12 Check belt(s).

1.13 Check filter(s).

1.14 Check for proper fan operation.

1.15 Check for unusual noise and vibration.

1.16 Check overall condition of unit.

1.17 Clean area around equipment.

1.18 Complete any required maintenance checklists, report observations to appropriate SVP representative.

Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 23 of 43
SECTION 2. ANNUAL SERVICES

2.1 All of the tasks listed in Section 1 of this Exhibit A-1 as well as the following additional tasks.

2.2 Clean condensate drain (if accessible).

2.3 Check refrigerant charge.

2.4 Check backup heat.

2.5 Check defrost controls.

2.6 Check for unusual noise and vibration.

Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 24 of 43
EXHIBIT A-2

AIR HANDLING UNITS (AHU) INSPECTION AND MAINTENANCE SERVICES SECTION 1. QUARTERLY SERVICES

1.1 Check with appropriate SVP representative for operational deficiencies.

1.2 Check belt(s).

1.3 Check coil conditions.

1.4 Check condensate pan and drain (if accessible).

1.5 Check filter condition.

1.6 Visually inspect damper(s).
1 . 7 Check for proper fan operation.

1.8 Check for unusual noises, vibration and wear.

1.9 Check overall condition of unit.

1.1 O Clean area around equipment.

1.11 Complete any required maintenance checklists, report observations to appropriate SVP representative.

SECTION 2. ANNUAL SERVICES

2.1 All of the tasks listed in Section 1 of this Exhibit A-2 as well as the following tasks:

2.2 Check starter/contactor.

2.3 Check and tighten electrical connections.

2.4 Check and clean condensate pan and drain (if accessible).

2.5 Check safety control set points.

2.6 Check damper operation and lubricate as required.

2.7 Check valve(s).

2.8 Check and lubricate fan and motor bearings.

2.9 Check condition of blower assembly.

Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 25 of 43
EXHIBIT A-3

AIR CONDITIONER INSPECTION AND MAINTENANCE SERVICES
SECTION 1. QUARTERLY SERVICES

1.1 Check with appropriate SVP representative for operational deficiencies.

1.2 Check system pressures and temperatures.

1.3 Check compressor oil level(s) where applicable

1.4 Inspect starter.

1.5 Check crankcase heater.

1.6 Visually inspect for refrigerant and oil leaks.

1.7 Check condition of condenser coils.

1.8 Check operation of reversing valve.

1.9 Check condenser fan blades and motors.

1.1 O Check for proper condenser fan rotation.

1.11 Check condition of evaporator coils.

1.12 Check belt(s).

1.13 Check filter(s).

1.14 Check for proper fan operation.

1.15 Check for unusual noise and vibration.

1.16 Check overall condition of unit.

1.17 Clean area around equipment.

1.18 Complete any required maintenance checklists, report observations to appropriate SVP representative.

SECTION 2. ANNUAL SERVICES

2.1 All of the tasks listed in Section 1 of this Exhibit A-3 as well as the following additional tasks.

Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 26 of 43

2.2 Clean condensate drain (if accessible).

2.3 Check refrigerant charge.

2.4 Check backup heat.

2.5 Check defrost controls.

2.6 Check for unusual noise and vibration.

Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 27 of 43
EXHIBIT A-4

PACKAGED AIR CONDITIONING SYSTEMS
SECTION 1. QUARTERLY SERVICES

1.1 Lubricate fan bearings pursuant to manufacturer's recommendation.

1.2 Lubricate motor bearings per manufacturer's recommendation.

1.3 Check coils for visible signs of leaks.

1.4 Lubricate and adjust dampers and linkages.

1.5 Check and clean drain pan and clear condensate drain lines.

1.6 Check motor operating conditions.

1. 7 Inspect electrical connections, contactors, and relays.

1.8 Inspect all temperature, safety, and operational controls.

1.9 Start compressor. Check operating conditions and report any abnormalities.

1.1 O Secure unit panels.

1.11 Check for gas leaks.

1.12 Inspect pilot and clean pilot orifice.

1.13 Inspect flame condition.

1.14 Replace belts as needed.

1.15 Inspect filters and change quarterly.

SECTION 2. ANNUAL SERVICES

2.1 All of the tasks listed in Section 1 of this Exhibit A-4 as well as the following additional tasks.

2.2 Clean condenser coils.

2.3 Inspect and clean flame sensor.

2.4 Inspect Hot Surface Igniter.

2.5 Verify operation of all safety limit and operating controls.

Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 28 of 43
EXHIBIT A-5
SPLIT SYSTEM • AIR COOLED CONDENSING UNITS
SECTION 1. QUARTERLY SERVICES

1.1 Review manufacturer's recommendation for start-up.

1.2 Energize crankcase heater per manufacturer's recommendation for warm-up.

1.3 Visually inspect for leaks.
1 .4 Inspect electrical connections, contactors, relays, and operating/safety controls.

1.5 Check vibration eliminators.

1.6 Check compressor oil level.

1. 7 Check and test all operating and safety controls.

1.8 Check operating conditions. Report any abnormalities.

SECTION 2. ANNUAL SERVICES

2.1 All of the tasks listed in Section 1 of this Exhibit A-5 as well as the following additional tasks.

2.2 Clean condenser coils
Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 29 of 43
EXHIBIT A-6

CHILLER SYSTEMS
SECTION 1. QUARTERLY SERVICES

1.1 General Assembly

1.1.1 Check and record refrigerant.

1.1.2 Inspect for leaks and report leak results.

1.1.3 Check vanes for free and smooth operation.

1.1.4 Check mechanical linkages for wear.

1.1.5 Check the condition of insulation.

1.2 Controls and Safeties

1.2.1 Verify all settings in the control panel.

1.2.2 Inspect the control panel for cleanliness.

1.2.3 Inspect wiring and connections for lightness and signs for overheating and discoloration.

1.2.4 Report wiring and connection issues.

1.2.5 Verify the operation of the vane control system.

1.2.6 Verify the working condition of all indicator alarm lights and LED I LCD displays.

1.2.7 Verify the operation of the oil sump temperature control device.

1.3 Lubrication System

1.3.1 Measure and record the oil pump voltage and amperage.

1.3.2 Verify the operation of the oil heater. Measure amps and compare readings with the watt rating of the heater. Record heater set points.

1.3.3 Verify the oil level.

1.3.4 Check seal pressure.
1 .4 Additional tasks
Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10125119 Page 30 of 43

1.4.1.1 Record and report abnormal conditions, measurements taken, etc. 1 .4.1.2 Check general operation of unit.
1 .4.1.3 Log operating temperatures, pressure voltages and amperages. 1 .4.1.4 Check the operation of the control circuit.
1 .4.1.5 Check the operation of the lubrication system. 1 .4.1.6 Check the operation of the motor and starter.

1.4.1.7 Review logs with SVP for operational problems, trends and compare to design conditions.
1 .4.1.8 Provide an electronic report of completed work, written operating log, and indicate any deficiencies detected.

1.4.1.9 Review operating procedures with SVP staff.

SECTION 2. ANNUAL SERVICES

2.1 All of the tasks listed in Section 1 of this Exhibit A-6 as well as the following additional tasks.

2.2 Brush clean condenser tubes and replace gasket.

2.3 Controls and Safeties

2.3.1 Verify the high condenser pressure safety device is operating/set correctly. Calibrate if applicable and record selling.

2.3.2 Verify the low evaporator temperature safety device. Calibrate if applicable and record setting.

2.3.3 Verify the low oil pressure safety device. Calibrate if applicable and record setting.

2.3.4 Verify the high motor temperature safety device. Calibrate if applicable and record.

2.3.5 Verify the operation of chilled water pump and condenser water pump starter auxiliary contacts.

2.3.6 Clean contacts as needed.

2.4 Lubrication System

2.4.1 Pull oil sample for spectroscopic analysis. Make recommendations to Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 31 of 43
SVP based on the results of the test.

2.4.2 Change the oil filter.

2.5 Motor and Starter

2.5.1 Clean the starter and cabinet.

2.5.2 Inspect wiring and connections for tightness and signs of overheating and discoloration.

2.5.3 Report issues with wiring and connections.

2.5.4 Check condition of the contacts for wear and pitting.

2.5.5 Clean contacts as needed.

2.5.6 Check contactors and mechanical linkages for free and smooth operation.

2.5.7 Check tightness of the motor terminal connections.

2.5.8 Megger the motor and record reading.

2.5.9 Verify the operation of the electrical interlocks.

Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 32 of 43
: ..
·: . APPENPIXA-1---•POWE~PLANTJ-IVACAND Gl-llLLER EQUIPMENT .. :.•.:
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2 DVR Control Building Heat Pumps, Air Handlers, Ducting and Controls
DVR Future Control Heat Pumps, Air Handlers, Ducting
3 BuildinQ and Controls
4 DVR Reverse Osmosis Heat Pumps, Air Handlers, Ducting (RO) and Controls
Trailer
5 DVR Auxiliary Power Heat Pumps, Air Handlers, Ducting Enclosure (APE) and Controls
DVR Continuous Wall mounted air conditioners
6 Emissions
Monitoring System
(CEMS)
7 DVR Chemistry Lab Heat Pumps, Air Handlers, Ducting
and Controls
8 DVR Fuel Gas Heat Pumps, Air Handlers, Ducting
Compressor and Controls
(FGC) Building
9 Gianera Control Cabinet Wall-Mounted Air Conditioners 10 Gianera Office Wall-Mounted Air Conditioners
11 Cogeneration Plant Wall-Mounted Air Conditioners
(COGEN) Control Cabinet
12 COGEN Control Room Wall-Mounted Air Conditioners
13 COGEN Warehouse Office Heat Pumps, Air Handler, Ducting and Controls
Amendment No. 1 to Mesa Energy Systems Inc.,
Rev. 10/25/19
Quahtitv
2 12 each
1 each
2 each
4 each
4 each
2 each
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6 Mission MIS Bard
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9 Northwestern NWN Bard
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11 Palm PLM Bard
12 Parker PKR Bard
13 Raymond RAY LG
14 Serra SER Bard
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16 Walsh WAL Bard
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Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19
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EXHIBIT B

SCHEDULE OF FEES AND PAYMENT PROVISIONS
EFFECTIVE FEBRUARY 1, 2024
SECTION 1. MAXIMUM COMPENSATION
The maximum compensation payable to Contractor during the Term shall not exceed the amount in Section 6 of this Agreement.

SECTION 2. RA TES
Compensation under each Purchase Order shall be in accordance with the rates set forth herein.

2.1 Rates.

2.1.1 Contractor shall invoice according to rates in Appendix B1-Rate Schedule attached and incorporated by reference.

2.1.2 Rates in Table B1 and Table B2 of Appendix B1 include all of the quarterly and annual services described in Exhibit A-1 through A-5 for Equipment listed in Appendix A-1 and A-2.

2.1.3 For Additional Services, Contractor shall submit Proposals and invoice all Services at the rates listed in Table B3 of Appendix B 1 attached and incorporated by reference.

2.2 Rates listed in Appendix B1 are fully burdened.

2.3 Rate Increase. Contractor shall notify the City ninety (90) days in advance of any proposed rate increase. Except for an allowed rate change between January 1, 2024 and August 31, 2024 to align with Contractor labor negotiation timelines, rates may be negotiated no more than once annually. Any rate increases are subject to approval by the City and must be substantiated by the Contractor to the satisfaction of the City. All rate adjustments must be approved by the City through an amendment to this Agreement. References to alternate rates in quotes that have not been separately authorized pursuant to this section are not approved.

2.4 Reimbursable Expenses. Any and all reimbursable expenses related to each Work Authorization, Purchase Order, or Emergency Work Order shall be described in Contractor's Proposal as set forth in Section 8 of Exhibit A and accounted for in the total cost for each Purchase Order. Expenses shall be reimbursable only to the extent that (1) Contractor submits sufficient documentation to City that the expenses were directly incurred in providing the required services, (2) Contractor demonstrates that such expenses aren't included in the hourly rate where applicable, (3) such expenses were approved in advance pursuant to Section 8 of Exhibit A, (4) Contractor submits receipts, invoices, or other supporting Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 35 of 43
documentation demonstrating that such reimbursable costs were incurred.

Reimbursable Expense Schedule Mark Up

1. The cost of mailing, shipping and/or delivery of any No Markup documents or materials.

2. The cost of photographing , printing, reproducing and/or No Markup copying any documents or materials.

3. Charges for outside services (including subcontractor Not to Exceed 10% fees, equipment, materials , and facilities not furnished directly by Contractor).

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

5. Allowable mileage will be charged at the prevailing IRS No Markup rate per mile.

6. Unless approved in writing (e-mail acceptable) in advance, No Markup meals, lodging, and related per diem shall not exceed the rates outlined by United States General Services
Administration (GSA). https://www.gsa.gov/travel-
resources . Airfare or rental car, where applicable shall be at economy rates.

SECTION 3. PAYMENT PROVISIONS

3.1 Time and Materials. If the basis of compensation is Time and Materials, Contractor shall provide an invoice to the City on a monthly basis for Services completed in the preceding month. The invoice must include the following information:

3.1.1 Invoice Number, Purchase Order Number, and Invoice Period.

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

3.1 .3 Each invoice shall provide sufficient detail for City to verify that the rates listed in Appendix 81 are charged. Additionally , invoices shall include sufficient detail to allow for accurate comparison to certified payroll submittals.

3.2 Fixed Price. If the basis of compensation is Fixed Price, Contractor shall provide an invoice to the City based on either (a) the percentage of services completed during the previous month or (b) lump sum amount upon completion of a deliverable(s), as specified in the Work Authorization and Purchase Order. Invoices must include the following information:

3.2.1 Invoice Number, Purchase Order Number, and Invoice Period.

Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 36 of 43

3.2.2 Detailed information about the Services performed on each deliverable or task completed on each project, as applicable.

3.2.3 Contractor shall not invoice labor costs subject to prevailing wage in advance of performing the applicable Services.

3.2.4 In the event of milestone payments, Contractor shall invoice each milestone payment in full. Contractor shall not separate milestone payments into multiple invoices.

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

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

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

3.6 Certified Payroll. When applicable, Contractor must submit all necessary certified payrolls through LCP Tracker in advance of its request for payment. These submittals shall comply with the requirements set forth in Exhibit D and are subject to verification by the City.

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

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

Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 37 of 43
APPENDIX 81 - RA TE SCHEDULE
TABLE 81 - HVAC ANNUAL INSPECTION AND MAINTENANCE

QUARTERLY RA TES
Location Rates Effective December 15, Rates Effective
2021 through December 31, 2023 January 1, 2024
Donald Von Raesfeld $3,052.00 $3,281.00
Power Plant
Fuel Gas Compressor $684.00 $735.50
Building
Gianera $455.75 $490.00
Cogeneration Plant $455.50 $489.50
Substations $10,409.25 $11,938.00
Total Quarterly $15,056.50 $16,934
Amount
Total Annual Amount $60,226.00 $67,736.00
TABLE 82 - CHILLER ANNUAL INSPECTION AND MAINTENANCE

QUARTERLY RA TES
Location Rates Effective December 15,
2021 through December 31, 2023
Donald Von Raesfeld $6395.50
Power Plant
Total Annual Amount $251582.00
Amendment No. 1 to Mesa Energy Systems Inc.,
Rev .10/25/19
Rates Effective
January 1, 2024
$6,875.00
$27,500.00

Labor
Applied Services Hourly Rates
Effective December 15, 2021
through December 31, 2023
Applied Services Hourly Rates
Effective January 1, 2024
Unitary Services Hourly Rates
Effective January 1, 2024
Truck Charge
Effective December 15, 2021
Project Management
Effective January 1, 2024
DEFINITIONS:

TABLE 83

HOURLY RATES
Standard Time
$207/Hour
$243/Hour
$212/Hour
$130/Daily
$175/Hour
Overtime Double Time
$269/Hour $349/Hour
$316/Hour $410/Hour
$275/Hour $357/Hour
$130/Daily $130/Daily
$175/Hour $175/Hour

1. Straight time: Monday through Friday, 6 AM - 4 PM (up to eight (8) hours).

2. Overtime:

2.1. Monday - Friday

2.1.1. Any hours worked in excess of eight (8) hours

2.1.2. Any hours worked before 6AM or after 4PM (4:01 PM to 5:59AM) unless Contractor authorizes an alternate shift as part of Work Authorization.

2.1.3. Overtime holidays: Martin Luther King Day, President's Day, Memorial Day, July 4th Holiday, day after Thanksgiving, and Christmas Eve.

2.2. Any hours worked on Saturdays.

3. Double Time:

3.1. Any hours worked on Sundays

3.1.1. Double time holidays: New Year's Day, Memorial Day, July 4th Holiday, Labor Day, Thanksgiving, Christmas Day.

3.1.2. If the holiday falls on a Saturday, the preceding Friday shall also be a holiday. If a holiday falls on a Sunday, the following Monday shall be a holiday.

4. Truck charge: The truck charge encompasses the following services: Labor time to and from the jobsite, parts pickup from the shop and/or warehouse, fuel, vehicle maintenance (tires, oil, belts, brakes, etc.), stock of generic maintenance items (fuses, contactors, grease, refrigerant oil, multiple types of refrigerant, thermostats, Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 39 of43
electrical fittings, pipe fittings, pneumatic fittings), and Personal Protection equipment (PPE).

5. Applied Services applies to any equipment that produces and works such as the (2) Chillers at the DVR Plant and associated chilled water loop.

6. Unitary Services applies to HVAC equipment outside of a chilled water loop.

Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 40 of 43

EXHIBIT D

SAMPLE WORK AUTHORIZATION FORM
This work authorization ("Work Authorization") is made pursuant to the Agreement for Service between the City of Santa Clara and MESA Energy Systems ("Agreement").

This Work Authorization is governed by the provisions of the Agreement and is hereby incorporated into the Agreement by reference. All Services are subject to the terms and rates included in the Agreement. In the event of any inconsistency between the terms and conditions of the Work Authorization and the Agreement, the terms and conditions of the Agreement shall govern and control.

PART A: GENERAL INFORMATION
WORK AUTHORIZATION D Original
NUMBER: D First Revised
Contract No. D Second Revised
D Other
Contractor Name/Address:

Expiration Date of Agreement:

Contractor's Project Manager: Name: Email:

City's Project Manager Name: Email:

Period of Performance for this Start Date: Expected Completion Date:

Work Order:

Maximum Compensation of Agreement:

Previously Committed Funds:

Available Funds
Maximum Compensation for this Work Authorization
Remaining Available Funds
Sufficient funds are available in Fund#:
(to be completed bv Citv)
Contractor Representative Name (Print)
Contractor Representative Signature
Contractor Representative Signature Date
City Project Manager Name (Print)
Authorized City Representative (Print)
City Representative Signature
Citv Representative Sianature Date
* Authorized City Representatives include Electric Utility Assistant Director, Chief Electric Utility Operatinq Officer, Chief Electric Utility Officer
Agreement with MESA Energy Systems, Inc. Page41 of43
PART 8: SERVICES TO BE PERFORMED

1. REVISED WORK AUTHORIZATION
0 No
D If yes, provide a brief description of the change(s).

2. SCOPE OF SERVICES TO BE PERFORMED
The Contractor shall perform the service(s) described below in accordance with all of the terms and conditions of the Agreement. (Insert a detailed scope of Services below or attach as a separate file.) Scope of Services and cost Proposal shall meet all of the provisions of Section 8 of Exhibit A and Section 2 of Exhibit B.

3. COMPENSATION
a. Basis of Compensation: D Time & Materials D Fixed Fee b. Reimbursable Expenses:

D No expenses are reimbursable.

D Expenses are separately reimbursable in the maximum amount of:
c. Payment Schedule:
0 Monthly O Completion of Deliverable/Milestone O Completion of Work d. Payment Terms. Provide payment terms below or attach as a separate file. *Payment for on-site labor may not be paid in advance. On-site labor shall not be invoiced until completed and Customer will not make payment until certified payroll is approved.

4. LIQUIDATED DAMAGES
D Liquidated Damages do not apply.
0 Liquidated Damages apply as follows:

Agreement with MESA Energy Systems, Inc. Page42 of 43
It is mutually agreed by Contractor and City that, in event completion of the Services to be provided by the Contractor under this Agreement is delayed beyond ________ _ 20_, City will suffer
damages and will incur other costs and expenses of a nature and amount which is difficult or impractical to determine. The Parties agree that by way of ascertaining and fixing the amount of damages, costs and expenses, and not by way of penalty, Contractor shall pay to City the sum of _______________ dollars ($ _____ ~ per day in liquidated damages to a cap of ____ . Contractor agrees that City may deduct the amount of said unpaid damages from any money due or that may become due to Contractor under this Agreement.

Notwithstanding the foregoing both Parties understand and agree that no liquidated damages shall accrue for delivery delays due to any modification of the scope, for delays caused by or attributable to the City, for delays caused by or attributable to third parties not under the direct control of Contractor or any force majeure event during the period of service of this Work Authorization.

Such liquidated damages shall be the City's sole and exclusive remedy for Contractor's failure to meet the agreed delivery schedule.

5. ACCEPT ANGE CERTIFICATE
D Acceptance Certificate not required.

D Acceptance Certificate required:

Agreement with MESA Energy Systems, Inc. Page 43 of 43
Amendment No. 2 to Agreement/Mesa Energy Systems, Inc. Page 1 Rev. 10/25/2019
Ebix Insurance No. S200004843

AMENDMENT NO. 2

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
MESA ENERGY SYSTEMS, INC.

PREAMBLE
This agreement (“Amendment No. 2”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Mesa Energy Systems, Inc., a California corporation, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties.”

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement for Services between the City of Santa Clara, California, and Mesa Energy Systems, Inc.”, dated on or about December 15, 2021 (Agreement) for the purpose of having Contractor provide as-needed inspection, repair, and maintenance services for heating, ventilation, air conditioner (HVAC), and chiller systems; B. The Agreement was previously amended by Amendment No. 1, dated February 22, 2024, 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 now wish to amend the Agreement as Amended to increase maximum compensation.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 6 of the Agreement as Amended, entitled “COMPENSATION AND PAYMENT” is amended to read as follows:

“In consideration for Contractor’s complete performance of Services, City shall pay Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES AND PAYMENT PROVISIONS – EFFECTIVE FEBRUARY 1, 2024.” The maximum compensation of this Agreement is two million dollars ($2,000,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services including any taxes. All Services performed or supplies, materials and equipment provided in excess of the maximum Amendment No. 2 to Agreement/Mesa Energy Systems, Inc. Page 2 Rev. 10/25/2019
compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.”

2. Except as set forth herein, all other terms and conditions of the Agreement 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

Approved as to Form: Dated:

GLEN R. GOOGINS
City Attorney

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

MESA ENERGY SYSTEMS, INC.
a California corporation

Dated:

By (Signature):

Name: MARK COLLINS
Title: VP/GM
Principal Place of
Business Address:
14450 Doolittle Dr.

San Leandro, CA 94577
Email Address: [email protected]
Telephone: (510) 670-1690
“CONTRACTOR”
3-7-2024
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-225 Agenda Date: 4/9/2024

REPORT TO COUNCIL

SUBJECT
Action to Approve Modifications to Existing Classified Classification Specifications Represented by the Santa Clara Employees’ Association (Units 5/7/8)

COUNCIL PILLAR
Manage Strategically Our Workforce Capacity and Resources

BACKGROUND
Sections 4 and 6 of the Personnel and Salary Resolution require City Council approval of new or revised classifications. The proposed Council action satisfies these requirements.

The Human Resources Department proposed to modify various classification (class) specifications to remove the typing certification and/or words per minute (WPM) requirement as part of the recruitment testing process for various classifications represented by the City of Santa Clara Employees’ Association (Units 5/7/8) (hereafter, “SCEA”).

The Human Resources Department reviewed these revisions with the SCEA. The SCEA agreed with the proposed revisions and spoke in support of the action at the February 8, 2024 Civil Service Commission meeting.

The modifications to the class specifications were approved by the Civil Service Commission on February 8, 2024.

DISCUSSION
The typing certification primarily assesses the gross words per minute and gross number of errors by a candidate. It is more important for the City to assess quality of work and writing ability, which is assessed during the employee’s probationary period.

Additionally, there have been technological advancements in programs and software that significantly reduce the number of errors an individual may make; therefore, the City believes the typing certification does not provide value and is an obsolete assessment tool to determine success of a candidate in the position. The typing certification requirement causes unnecessary constraints on the City’s ability to fill vacancies and screens out otherwise qualified candidates from the recruitment process.

There are eighteen (18) class specifications that will be revised to remove references to the typing certification and/or WPM requirement. A list of these classifications is set forth as an exhibit to this report as Attachment A - List of Impacted Classifications.

City of Santa Clara Printed on 4/5/2024Page 1 of 2
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24-225 Agenda Date: 4/9/2024
Upon Council approval, the class specifications will be updated, where applicable, to remove reference to either the typing certification requirement, the WPM requirement, or both.

A sample class specification which includes these described edits is set forth as an exhibit to this report as Attachment B - Sample Classification Edits.

There is no proposed modification to the salary ranges for the impacted classifications.

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

FISCAL IMPACT
There is no fiscal impact to the proposed modifications.

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 removal of the typing certification and/or words per minute (WPM) requirement as part of the recruitment testing process for various existing classified class specifications represented by the Santa Clara Employees’ Association (Units 5/7/8).

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

ATTACHMENTS
Attachment A - List of Impacted Classifications
Attachment B - Sample Classification Edits
City of Santa Clara Printed on 4/5/2024Page 2 of 2
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Job Title
Job
Code
Account Clerk II 215
Accountant 205
Accounting Technician I 216
Accounting Technician II 217
Buyer 270
Customer Service Representative - Permit 369
Financial Analyst 472
Human Resources Assistant 509
Legal Office Specialist III 519
Library Assistant I 526
Library Assistant II 528
Office Records Specialist 934
Office Specialist III 938
Office Specialist IV 939
Senior Accounting Technician 208
Senior Staff Aide 779
Staff Aide II 795
Staff Aide II - Environmental Programs 795A
Rev. 4/2024

CITY OF SANTA CLARA, CALIFORNIA

CLASS SPECIFICATION