City Council and Authorities Concurrent
April 23, 2024

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
Real time, upcla~ed
d)ed,ule Information·
lllllompted communications
( e.g., e:mail notifications of changes
In schedule, documents, work(/ow)
Program Management
Schedt1l.es
Cost
worktlow (transrnlttals;subrnlttals,
RF ls, change orders)
Real time, updated
cost/budget lnformlitlon
-AulOmated notlficarlons
of project changes ·(scheduie,
workflow, cost, ml/est ones, other).

Exec:utlves
Consulta'nts, Architects,
Englneeri;Contractol'$ Facilitie~ 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
PROJECT SCHEDULE: Henry Schmidt Park - PHASE 1
12/20/2022
:::::~~:

Subtask 1.1
Subtask 1.2
Subtask 1.3
Subtask 1.4
Subtask 1.S
Subtask 1.6
Subtask 22
Subtask23
Subtask24
Subtask25
Subtask 26
Subtask 2.7
Subtask 3.2
City Kick Off Meeting
Proejct Sch.ed u[e
Afbori:st Tree Inventory Report
Eletrical Infrastructure lnvetigation
Topograph ic Survey and Mapping
Survey Preparat ion
Public Outreach Meetirng (03/18/23)
Preliminary Schematic Designs
Prefiminary Cost Estimate
PRC #1 - Draft / Final Slide Deck Deliverable Date {5/16/23) Parks and Recreation Commission Review Meeting #1
Parks and Recreation Commission Review Meeting #2
City Cound t Review Meeting (8/8/23)
• City Meeting/Check in call
♦ Public Outreach Meeting
■ Public Meeting (Park+ Rec Commission, Councill
- Work in progress
• •
Design Professional Agreement with David L. Gates/Exhibit A-Scope of Services Rev. 09-28-18
2023
•
• • •
• •

APPENDIX A2 TO EXHIBIT A PHASE II MILESTONE SCHEDULE
Phase II
65% Construction Documents (including 4 weeks City review) 10 weeks 95% Construction Documents (including 4 weeks City review) 10 weeks 100% Construction Documents (including 4 weeks City
review) 9 weeks
Bid Documents (including 3 weeks City review) 8 weeks
Bid and Award Phase
Provide clarifications and assistance during the bidding phase to satisfactorily answer any questions from prospective bidders
2 days
response time

Project Close-Out
Prepare Record Drawing 2 weeks

Design Professional Agreement with David L. Gates /Exhibit D-Insurance Requirements Page 1 Rev. 09-28-18

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

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

FOR

HENRY SCHMIDT PARK REHABILITATION PROJECT

EXHIBIT B

SCHEDULE OF FEES

1. GENERAL PAYMENT
The total payment to the Consultant for Basic Services, including Optional Tasks, as stated in Exhibit A, Scope of Services, shall not exceed $461,405. The amount billed to City for pre-approved Additional Services shall not exceed the sum of $46,141. In no event shall the amount billed to City by Consultant for Services under this Agreement exceed $507,546 subject to budget appropriations.

Consultant shall bill City on a monthly basis for Services provided by Consultant during the preceding month on an invoice and in a format approved by City and subject to verification and approval by City. Billing shall be proportionate to the Services performed for each task completed. The invoice shall describe the Task completed, and percentage completed by Task, and total during the invoice period.

The invoice shall also show the total to be paid for the invoice period. City will pay Consultant within thirty (30) days of City’s receipt of an approved invoice.

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

Table 1: Fixed Fee Schedule

Description
Basis of
Compensation Total
Phase 1
Task 1 - Project research and site assessment
Task 1.1 Kick off meeting Fixed Fee $1,350
Task 1.2 Project Schedule Fixed Fee $600
Task 1.3 Arborist Tree Inventory Fixed Fee $4,750
Task 1.4 Electrical Fixed Fee $540
Task 1.5 Topographic Survey and Mapping Fixed Fee $29,980 Task 1.6 Geotech Fixed Fee $11,090
Task 1.7 Site Analysis Fixed Fee $6,085
Subconsultants Fixed Fee
Subtotal (Task 1) $54,395

Task 2 - Schematic design and public outreach
Task 2.1 Public Outreach Prep Fixed Fee $720

Design Professional Agreement with David L. Gates /Exhibit D-Insurance Requirements Page 2 Rev. 09-28-18
Task 2.2 Survey Preparation Fixed Fee $3,120
Task 2.3 Public Outreach Meeting Fixed Fee $5,400
Task 2.4 Preliminary Designs Fixed Fee $11,460
Task 2.5 Preliminary Cost Estimates Fixed Fee $2,440
Task 2.6 PRC Meeting #1 Fixed Fee $3,500
Task 2.7 Final Design Fixed Fee $9,130
Task 2.8 Final Cost Estimate Fixed Fee $2,040
Task 2.9 PRC Review Meeting #2 Fixed Fee $3,500
Task 2.10 City council presentation Fixed Fee $3,900
Subtotal (Task 2) $45,210
Phase 2
Task 3 – 65% Construction Documents Fixed Fee $96,080
Task 4 – 95% Construction Documents Fixed Fee $71,480
Task 5 – 100% Construction Documents Fixed Fee $47,450
Task 6 – Bid Documents Fixed Fee $10,395
Task 7 – Bid & Award Phase Fixed Fee $7,100
Task 8 – Construction Phase Fixed Fee $60,045
Task 9 – Post-Construction Phase Fixed Fee $8,330
Optional Task 10 SWPPP and QSD/QSP,
Restroom Accessibility Fixed Fee $60,920
Additional Services See Section 4 $46,141
Total Cost $507,546

In no event shall the amount billed to City by Consultant for BASIC SERVICES under this Agreement exceed $461,405.

3. REIMBURSABLE EXPENSES
Reimbursable Expenses shall not be billed by the Consultant under this Agreement. Full compensation for all expenses shall be considered as included in the hourly rates billed.

The following are samples of items that are considered as included as part of the hourly rates paid for Basic Services and are not considered for additional compensation:
• Basic Office Expenses such as overhead, paper, pens, pencils, ink cartridges
• Insurance Expenses, Applicable Taxes, Computer Time
• Travel Expenses (local and long distance), including meals and gas • Faxes
• Local and Long Distance Telephone Expenses (land line and cellular phones)
• US Mail
• Paper Cost
• Copying Cost
• Plotting Cost

Design Professional Agreement with David L. Gates /Exhibit D-Insurance Requirements Page 3 Rev. 09-28-18

4. ADDITIONAL SERVICES
Additional Services consists of work not included in the Scope of Services outlined within this Agreement. Pre-approved Additional Services shall be billed to City at the fixed hourly rates shown below in Table 2 and 3 for Phase I and Phase II respectfully, or at an agreed negotiated lump sum price. Monthly billing for Additional Services shall be consistent with the term set forth in this Agreement. Payment for any Additional Services is allowed only if written authorization is given by the City Engineer in advance of the work to be performed. Additional Services shall not exceed $46,141.

Table 2: Phase I Rate Schedule

Table 3: Phase II Rate Schedule

4. PAYMENT SCHEDULE

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

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

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
Classification Regular Hourly Rate
Partner $240
Principal $220
Associate Principal $200
Senior Associate $175
Job Captain $160
Sr. lrriqation Desiqner $175
CommunitvOutreach Facilitator $175
Marketinq Coordinator $150
Administrative/Drafter $135
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 [email protected]
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
Consu ltantshall 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 Consultant has any interest, direct or indirect, which cou Id conflict with the faithfu I performance of th is Agreement.Consultant is familiar with 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 chartered Californ ia 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
Dated: _Ja_,,.~~a~...,.1 "-'1,-2_0_23 __________ _
By (Signature): - ~+a--,-e~- -_,,...@ ___________ _
Name: ---+--+- ........... --"'--------------
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: __,____,_ _______________ _
"CONSULTANT'
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 Enaineerina
BS K Associates Geotechnical Enaineers
Atium Enaineering Electrical Engineers
Lionakis Structural Enaineers
Woodwreeve Arborist
Proactive Risk Solutions Playground 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
Real time, upcla~ed
d)ed,ule Information·
lllllompted communications
( e.g., e:mail notifications of changes
In schedule, documents, work(/ow)
Program Management
Schedt1l.es
Cost
worktlow (transrnlttals;subrnlttals,
RF ls, change orders)
Real time, updated
cost/budget lnformlitlon
-AulOmated notlficarlons
of project changes ·(scheduie,
workflow, cost, ml/est ones, other).

Exec:utlves
Consulta'nts, Architects,
Englneeri;Contractol'$ Facilitie~ 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
Subtask 1.5
Subtask 1.6
Subtask 2.2
Subtask 2.3
Subtask 2.4
Subtask 2.5
Subtask 2.6
Subtask 3.2
City Kick Off Meeting
Proejct Schcd ute
A:rbori:st Tree Inventory Report
Eletrical Infrastructure lrwctigation
Topographic Survey and Mapping
Survey Preparat ion
Public Outreach Meeting (03/18/23)
Preliminary Schematic Designs
Preliminary Cost Estimate
PRC #1 • Draft /Fina l Slide Deck Deliverable Date (5/16/23) Parks and Recreation Commission Review Meeting #1
Parks and Rccreat-ion Commission Review Meeting #2
City Council Review Meeting (8/8/23)
• City Meeting/Check in call
♦ Public Outreach Meeting
■ Public Meeting (Park+ Rec Commission, Council)
- Work in prog ress
• •
Design Professional Agreement with David L. Gates/Exhibit A-Scope of Services Rev. 09-28-18
2023
•
•
•
•
■

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 meeting 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 Desiqns Fixed fee
Task 2.5 Preliminary Cost Estimates Fixed fee
Task 2.6 PRC Meeting #1 Fixed fee
Task 2.7 Final Desiqn Fixed fee
Task 2.8 Final Cost Estimate Fixed fee
Task 2.9 PRC Review Meetinq #2 Fixed fee
Task 2.10 City council presentation Fixed fee
Subtotal (Task 2)
10% Continaencv 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
Community Outreach Facilitator $160
Marketing 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.

4. 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.

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

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-102 Agenda Date: 4/23/2024

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 2 with Life Scan Wellness Center for Occupational Medical Services for Santa Clara Fire Department Personnel

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The Fire Department is required by Occupational Safety and Health Administration (OSHA) and recommended by National Fire Protection Association (NFPA), to provide annual medical evaluations of its sworn personnel. Some of the required and recommended exams include audiogram, spirometry, bloodborne pathogen testing, respiratory clearance, cardiac stress tests, cancer screening including fecal occult screening and fitness evaluations. The department has been providing these annual medical evaluations for over 30 years.

In June 2022, the city executed an agreement with Life Scan Wellness (Life Scan) for occupational medical services (Attachment 1). Under this agreement, Life Scan provides the annual occupational physical exams for Fire Department sworn personnel for a maximum compensation not-to-exceed $100,000 through April 30, 2023. In April 2023, Amendment No. 1 was executed to extend the term of the agreement through April 30, 2024, and increase compensation by $138,547 ($116,861 for annual physicals plus $21,686 in contingency) for a revised maximum compensation not-to-exceed $238,547 (Attachment 2).

When the City entered into the original agreement, staff leveraged the City of Modesto’s Request for Proposals (RFP) conducted for fire medical services. City Code Section 2.105.270(d) states that the City may, without observing competitive procurement requirements, contract directly with a vendor at a price and on terms obtained through a competitive bidding process of another public agency, even if the City has not joined with the public agency in such competitive process or purchase. Any such competitive process shall meet or exceed the competitive bidding process of the City. Three proposers responded to the City of Modesto’s RFP and the two highest ranked proposers were awarded contracts, Life Scan and OCCU-MED. Upon review of the two proposals Life Scan’s pricing was determined to be reasonable and competitive. Life Scan’s pricing for the annual exam includes additional testing for which OCCU-MED charged separately.

DISCUSSION
Amendment No. 2 to the agreement (Attachment 3) will extend the term through April 30, 2025, increasing the compensation by $138,880 for a revised maximum compensation not-to-exceed $377,427. This amendment also provides for a one-year option to extend the term through April 30, 2026, subject to the appropriation of funds.

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24-102 Agenda Date: 4/23/2024
Staff recommends for Life Scan continue to provide services specified herein and to align the term of the executed agreement with the term of the City of Modesto’s executed agreement with Life Scan.

Under the subject Amendment, Life Scan will continue to provide occupational medical services for Fire Department personnel on an annual and as-needed basis as directed by the department.

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

FISCAL IMPACT
Amendment No. 2 extends the term of the Life Scan agreement by one year (from May 1, 2024 to April 30, 2025) and increases the maximum compensation by $138,880 (from $238,547 to $377,427).

The total contract amount over the three-year period of $377,427 includes $355,741 for annual exams and $21,686 as a contingency. Funding for annual exams is included in the Fire Department budget. The FY 2024/25 Proposed Operating Budget includes $148,898 for this service, which includes $138,880 for annual physicals and $10,018 for contingency.

Amendment No. 2 also includes an option to extend the term of the agreement for one additional year through April 30, 2026, subject to the appropriation of funds. Should the City exercise that option, price adjustments may be considered by the City and shall not exceed the Consumer Price Index (CPI) average of the preceding 12 months. Staff assumes a maximum increase of 5% for the option period, which would increase the maximum compensation by $145,767 (from $377,427 to $523,194) for FY2025/26.

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

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

RECOMMENDATION

1. Authorize the City Manager to execute Amendment No. 2 with Life Scan Wellness Center for occupational medical services for Fire Department personnel to increase the amount of the agreement by $138,880 and to extend the term of the agreement through April 30, 2025, for a revised not-to-exceed maximum compensation of $377,427; and

2. Authorize the City Manager to exercise an optional extension for one additional year through April 30, 2026, pursuant to the terms and limitations of the Second Revised Exhibit B1, subject to the appropriation of funds, and in a form approved by the City Attorney.

Reviewed by: Jeremy Ray, Acting Fire Chief
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24-102 Agenda Date: 4/23/2024
Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. Agreement with Life Scan Wellness

2. Amendment No. 1 with Life Scan Wellness

3. Amendment No. 2 with Life Scan Wellness
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EBIX Insurance No. S200004909

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

LIFE EXTENSION CLINICS, INC DBA LIFE SCAN WELLNESS CENTERS

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Life Extension Clinics, Inc. dba Life Scan Wellness Center, a Florida 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 B1 - Schedule of Fees
Exhibit B2 - Fee Details
Exhibit C - Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes Agreement with Life Extension Clinics, Inc. dba Life Scan Wellness Center Rev. 07-01-18

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

2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on April 7, 2022 and terminate on April 30, 2023.

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

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

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

6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B1, entitled "SCHEDULE OF FEES" and Exhibit B2, entitled "FEE DETAILS." The maximum compensation of this Agreement is One Hundred Thousand Dollars ($100,000), 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 Agreement with Life Extension Clinics, Inc. dba Life Scan Wellness Center Rev. 07-01-18

be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

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

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

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

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

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

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

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

11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed Agreement with Life Extension Clinics, Inc. dba Life Scan Wellness Center Rev. 07-01-18

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

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

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

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

14. HOLD HARMLESS/INDEMNIFICATION
A To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner Agreement with Life Extension Clinics, Inc. dba Life Scan Wellness Center Rev. 07-01-18
Page4
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 shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

Agreement with Life Extension Clinics, Inc. dba Life Scan Wellness Center Rev. 07-01-18

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

City of Santa Clara
Attention : Fire Department
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at fire@santaclaraca .gov
And to Contractor addressed as follows :

Life Extension Clinics, Inc. dba Life Scan Wellness Centers Attn : Patricia Johnson
1011 North MacDill Avenue
Tampa, FL 33607
and by e-mail at patricia .johnson@lifescanwellness .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 follow ing 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 Contracto r 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 confl ict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and Agreemen t with Life Extension Clinics, Inc. dba Life Scan Wellness Center Rev. 07-01-18

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

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

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

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

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

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

Agreement with Life Extension Clinics, Inc. dba Life Scan Wellness Center Rev. 07-01-18

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

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
orney
Dated: l,/ <"v'/ '2.- L-
~ ~Batra
"CITY"
City Manager
1500 Warburton Avenue
Santa Clara , CA 95050
Telephone : (408) 615-2210
Fax: (408) 241-6771
LIFE EXTENSION CLINICS, INC. DBA LIFE SCAN WELLNESS CENTERS a Florida corporation
Dated : r ff ~ -;c:;;t.=-'-'-'t"'"-~r ---;--------
By (Signature): '-=-;::,,4-:---,:,-~,Lc:1..i.a..,-Ab = '-==---~--' 'I----­ N ame: - ----'---'-----'-'----, ~~----------
Title : ------------- - ---Pr inc i pa I Place of 1011 N. MacDill Avenue Business Address: _T_a_m_p~a~,_F_L_3_3_6_0_7 ___ __ ~----- Email Address : patricia.johnson@lifescanwellne ~ com
Telephone: (813) 876-0625
Fax: (813) 876-0653
"CONTRACTOR "
Agreement with Life Extension Clinics, Inc. dba Life Scan Wellness Center Rev. 07-01-18

EXHIBIT A

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

1. General Information

1.1. Contractor will provide occupational medical services for City staff at various City locations within Santa Clara, CA. The City seeks to utilize the best combination of options available to implement a legally- defensible medical evaluation program to improve program efficiency, effectiveness and fiscal accountability. Additionally, the service provider must screen applicants and employees to properly evaluate and determine whether the physical capabilities and work- related safety requirements of the job, as well as the essential job functions, can be performed by an individual.

1.2. All reports provided by Contractor in correlation with the scope of services described below must be legible and easy to read, preferably electronically generated. Reports must clearly and concisely provide necessary information.

Testing results to be reviewed and discussed with patient by Contractor's physician.

2. Technical Specifications
Contractor will provide occupational medical services including, but not limited to, the following:

2.1. Pre-Employment Physicals (Post Job Offer):

2.1.1. Provide pre-employment physicals for public safety personnel compliant with California Commission on Peace Officer Standards Training (POST) for Police personnel and as recommended by National Fire Protection Association (NFPA) for Fire personnel.

2.1.2. Provide medical clearance reports on pre-employment physicals and "any additional testing (as necessary) "to the City via electronic mail within three (3) business days of the appointment. If information is delayed, the physician's office must proactively contact City staff via telephone or electronic mail to communicate the delay and anticipated completion date.

2.1.3. Provide sufficient staffing availability to schedule appointments within two (2) business days of a request for appointment.

Agreement with Life Extension Clinics, Inc. dba Life Scan Wellness Center/Exhibit A-Scope of Services

Rev. 07-01-18

2.1.4. Maintain sufficient scheduling availability to conduct examinations within ten (10) business days of a request for appointment

2.1.5. The City will also consider proposals for the analysis of the physical requirements of certain positions in support of physical ability testing.

Resulting evaluation criteria must be validated and legally defensible.

2.1.6. As an advisor to the City, the provider may be called upon to testify in court or in other grievance proceedings relating to his/her recommendations to the City.

2.2. Drug and Alcohol Testing

2.2.1. Contractor will provide drug and alcohol testing services for employees of the City subject to such testing because of safety sensitive duties, post-accident, or as a result of reasonable suspicion testing request. Maintain sufficient availability to provide immediate response to drug and alcohol requests when required by DOT regulations (i.e., must be able to take walk-ins)

2.2.2. Alcohol testing procedures must be compliant with 49CFR Part 40 and must be conducted by a certified Breath Alcohol Technician using an evidential breath testing device approved by the Federal Motor Carrier Safety Administration.

2.2.3. Drug testing procedures must be compliant with 49CFR Part 40.

Drug testing must be conducted using a split sample urine specimen and must be done in compliance of DOT Standards.

2.2.4. Provide results of alcohol testing to the City via electronic mail immediately after completion of testing.

2.2.5. Provide results of drug testing within three (3) business days of the test to the City of Santa Clara via electronic mail. If information is delayed, the physician's office must proactively contact City/Risk Division via telephone or electronic mail to communicate the delay and anticipated completion date.

2.3. Annual & Post-Employment Medical Surveillance

2.3.1. Provide medical surveillance services as requested by the City for those employees, or prior employees, with occupational exposures covered by local, state, or federal regulations. This may include, but is not limited to:

2.3.1.1. Cal/OSHA Respirator Questionnaire
Agreement with Life Extension Clinics, Inc. dba Life Scan Wellness Center/Exhibit A-Scope of Services

Rev. 07-01-18

2.3.1.2. Asbestos Exposure Monitoring

2.3.1.3. Hazardous Waste Remediation Examinations

2.3.1.4. Pesticide Exposure Monitoring

2.3.1.5. Immunizations (such as Flu, Hepatitis, Measles, Mumps, Rubella, Tetanus, etc.)

2.3.1.6. Cal/OSHA Aerosol Transmissible Disease Standard Compliance

2.4. Annual Physicals

2.4.1. Provide annual physicals for public safety personnel, as requested by the City, and in compliance with California Commission on Police Officer Standards and Training (POST) for Police personnel and as recommended by National Fire Protection Association (NFPA) for Fire personnel.

2.5. Additionally, the City's Fire Department reserves the option to request the optional services below:

2.5.1. Vision Exam (Titmus) Skin cancer assessment

2.5.2. Behavioral Health and Sleep Assessment Screenings

2.5.3. Personal Consultation with review of testing results

2.5.4. Thyroid Ultrasound

2.5.5. Echocardiogram (Heart) Ultrasound

2.5.6. Carotid Arteries Ultrasound

2.5.7. Liver, Gall Bladder, Spleen, & Kidney & Bladder Ultrasounds

2.5.8. Ovaries and Uterus Ultrasounds (Women)

2.5.9. Prostate and Testicular Ultrasound (Men)

2.5.10. Hemoccult Test with Digital Rectal Exam (fecal occult blood testing)

2.5.11. Urinalysis

2.5.12. Lipid Panel
Agreement with Life Extension Clinics, Inc. dba Life Scan Wellness Center/Exhibit A-Scope of Services

Rev. 07-01-18

2.5.13. Thyroid Panel TSH with Reflex to T4

2.5.14. Testosterone (men)

2.5.15. CA-125 (women)

2.5.16. Muscular Strength and Endurance Evaluation

2.5.17. Aerobic Endurance Evaluation (V02 Max Cale)

2.5.18. Flexibility Evaluation

2.5.19. Nutrition and Diet Recommendations

2.5.20. Personal Fitness Recommendations QuantiFeron Gold TB Blood Test

2.5.21. HIV Screening Test

2.5.22. TD (Tetanus) Titer

2.5.23. TD (Tetanus) Vaccine

2.5.24. Varicella Titer

2.5.25. Varicella Vaccine

2.5.26. Meningococcal Titer

2.5.27. Meningococcal Vaccine

2.5.28. Hepatitis A Titer

2.5.29. Hepatitis A Virus Screening Test

2.5.30. Hepatitis B Virus Screening Test

2.5.31. Hepatitis C Virus Screening Test

2.5.32. MMR (Measles, Mumps and rubella)

2.5.33. MMR Titer (is a blood test that checks for immunity)

2.5.34. Polio Titer (test is used to check immunity to Polio_ Agreement with Life Extension Clinics, Inc. dba Life Scan Wellness Center/Exhibit A-Scope of Services Page4
Rev. 07-01-18

2.5.35. Polio Vaccine Booster (Adults who completed the polio vaccine series as children and are traveling to areas with increased risk of polio should receive a one-time booster close of vaccine (IPV).)

2.5.36. Testosterone Blood Test

2.5.37. C Reactive Blood Test (Heavy Metals) (Hazmat The level of C­ reactive protein (CRP), which can Be measured in your blood, increases when there's inflammation in your body.)

2.5.38. Body Weight and Composition (Calipers)

2.5.39. Coronary Calcium Score Baseline

2.6. Billing and Reports

2.6.1. Provide quarterly electronic activity reports, in a format established by the City in its sole discretion, of the nature and the number of examinations conducted, including but not limited to results and final depositions.

2.6.2. Provide a monthly explanation and summary of charges incurred in a format established by the City in its sole discretion.

Agreement with Life Extension Clinics, Inc. dba Life Scan Wellness Center/Exhibit A-Scope of Services

Rev. 07-01-18
EXHIBIT B1

SCHEDULE OF FEES

1. MAXIMUM COMPENSATION

1.1. The maximum amount payable for all services provided under this Agreement shall not exceed One Hundred Thousand Dollars ($100,000), during the term of the Agreement. No additional services will be performed unless both Parties execute an amendment outlining the services requested and the compensation agreed for such services.

1.2. All payments are based upon City's acceptance of Contractor's performance of services specified in Exhibit A, Scope of Services. City shall have no obligation to pay unless Contractor has successfully completed the work for which payment is due.

2. FEES

2.1. City will pay Contractor the fee specified below for annual physicals:

Services Fee
Public Safety Annual Physical $700/Each

2.2. See Exhibit B2 (Fee Details) for specific details of the services included in the Public Safety Annual Physical.

2.3. The City may request as needed the optional services specified in Section 2 of Exhibit B2 (Fee Details).

3. PRICING

3.1. Pricing shall be fixed for the term of the Agreement.

4. INVOICING REQUIREMENTS

4.1. Contractor will invoice the City on a monthly basis for services provided by Contractor during the preceding month on an invoice and in a format approved by the City, including supporting narrative documentation, and is subject to verification and approval by City.

4.2. City will pay Contractor within thirty (30) days of City's receipt of an approved invoice.

Agreement with Life Extension Clinics, Inc. dba Life Scan Wellness Center/Exhibit B1-Schedule of Fees

Rev. 07-01-18
EXHIBIT 82

FEE DETAILS

1. The following services are included in the public safety annual physicals:

Public Safetv Annual Physical $700/Each
Description: Fee
Medical & Occupational/Environmental Questionnaire Included Comprehensive Hands-On Physical Exam Included
Vital Siqns: Heiqht, Weiqht, Blood Pressure, Pulse Included Sleep Disorder Evaluation, Epworth Sleep Scale Included Back Health Evaluation Included
Urinalysis Included
Audiogram Included
Titmus Occupational Vision with Peripheral, Depth
Perception, and Color Included
Breast Exam with Self-Exam education Included
Personal Consultation with review of testing results Included Laboratory Tests:

Comprehensive Metabolic Panel, Blood Chemistry Included Complete Blood Count, Hematology Panel Included
Hemoccult Stool Test for Colon Cancer Screening Included Total Lipid Panel Included
Thyroid Test TSH Included
Glucose Included
Hemoglobin A 1 C Included
PSA (Prostate cancer marker, Men) Included
Testosterone (Men) Included
Ultrasound Screenings (Early Detection of Heart
Disease and Cancer):

Echocardiomam (Heart Ultrasound) Included
Carotid Arteries Ultrasound Included
Aorta and Aortic Valve Ultrasounds Included
Liver Ultrasound Included
Gall Bladder Ultrasound Included
Kidneys Ultrasound Included
Spleen Ultrasound Included
Bladder Ultrasound Included
Thyroid Ultrasound Included
Prostate Ultrasound Included
Testicular Ultrasound Included
Ovaries and Uterus Ultrasounds Included
Agreement with Life Extension Clinics, Inc. dba Life Scan Wellness Center/Exhibit 82-Fee Details Page 1 Rev. 07-01-18
Description: Fee
Cardiopulmonary Testinq
Cardiac Stress Test (Treadmill with 12 lead, sub-
maximal, Bruce Protocol) Included
EKG, 12 Lead Included
Spirometry , PFT Lung Capacity Included
OSHA Respirator Medical Clearance Included
Fitness Evaluations per NFPA 1583-IAFF/IAFC
Wellness Fitness Initiative :

Fitness tests for muscular strength & endurance Included Sit and Reach , Plankinq , Grip Strenqth, Included
Sit Up Test, Wall Sit, Flexibility Included
VO2 Max Cale for Aerobic Capacity Included
Body Weiqht and Composition Included
Personal Fitness Rx Included
Personal Wellness Plan with recommendations Included

2. The following are optional services provided by Contractor :

Optional Tests Available Fee Per
Test
Chest X-Ray, 2 view with radioloqist review $80.00
Lumbar X-Ray, 2 view with radiologist review $80 .00
Hazmat Cholinestrese $81.00
Hazmat Heavy Metals $81 .00
Hepatitis A Screening Test $60 .00
Hepatitis A Titer $38.00
Hepatitis B Screening Test $60 .00
Hepat itis B Titer $38 .00
Hepatitis C Screening Test $60.00
HIV Test, Gen 4 $29 .00
PPD TB Skin Test $29.00
QuantiFeron TB Blood Test $72.00
Tdap (Tetanus, Diphtheria , Pertussis) Titer $32 .00
Tdap (Tetanus , Diphtheria , Pertussis) Vaccine, sinqle dose $86.00 MMR Booster $86.00
MMR Titer $86 .00
Varicella Vaccine $24 .00
Varicella Titer $128.00
Polio Booster $33 .00
Polio Titer $64 .00
OSHA Respirator Mask Fit Testing (Portacount) $44.00
Drug Screen , I CUP $51 .00
Druq Rescreen with confirmation $58 .00
Medical Review Officer (MRO) as indicated/secondary $117 .00 review Agreement with Life Extension Clinics , Inc. dba Life Scan Wellness Center/E xhibit B2-Fee Details Page/ 2...

Rev. 07-01-18
Optional Tests Available Fee Per
Test
Phlebotomist (Blood Draw) Fee $22.00
Cardiac Calcium Scoring $150 .00
Covid-19 Antibody Test $100.00
Agreement with Life Extension Clinics, Inc. dba Life Scan Wellness Center/Exhibit B2-Fee Details PageJ' 3 Rev. 07-01-18

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect during the period of performance of the Agreement following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California.

The General Liability policy shall be primary insurance as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under Contractor's insurance. The minimum coverages, provisions and endorsements are as follows:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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 Agreement with Life Extension Clinics, dba Life Scan Wellness Centers/Exhibit C-lnsurance Requirements Page 1
Rev. 07-01-18
least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

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

C. WORKERS' COMPENSATION

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

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

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

D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Contractor. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than 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.

Agreement with Life Extension Clinics, dba Life Scan Wellness Centers/Exhibit C-lnsurance Requirements
Rev. 07-01-18
Page2

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

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

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

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

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees Agreement with Life Extension Clinics, dba Life Scan Wellness Centers/Exhibit C-lnsurance Requirements Page 3
Rev. 07-01-18
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 emailed to:
ctsantaclara@ebix .com
or mailed to:

EBIX Inc.

City of Santa Clara Fire Department
P.O. Box 100085- S2
Duluth , GA 30096
Agreement with Life Extension Clinics, dba Life Scan Wellness Centers/Exhibit C-lnsurance Requirements
Rev. 07-01-18
Page4
Telephone number: 951-766-2280
Fax number: 770-325-0409
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with Life Extension Clinics, dba Life Scan Wellness Centers/Exhibit C-lnsurance Requirements
Rev. 07-01-18

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Name: Life Extension Clinics dba Life Scan Wellness Cent A Account Number: S200004909
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Ebix Insurance No. S200004909
AMENDMENT N(?. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
LIFE EXTENSION CLINICS, INC. DBA LIFE SCAN WELLNESS CENTER

PREAMBLE
This agreement ("Amendment No. 1") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Life Extension Clinics, Inc. OBA Life Scan Wellness Center, a Florida corporation, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for Services between City of Santa Clara, California, and Life Extension Clinics, Inc.

OBA Life Scan Wellness Center", dated June 2, 2022 (Agreement); and B. The Parties entered into the Agreement for the purpose of having Contractor provide occupational medical services for Santa Clara Fire Department personnel, and the Parties now wish to amend the Agreement to increase compensation by $138,547 for a revised maximum compensation not-to-exceed $238,547, and to extend the term of the Agreement to April 30, 2024.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement, entitled "TERM OF AGREEMENT" is amended to read as follows:

Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on April 7, 2022 and terminate on April 30, 2024.

2. Section 6 of the Agreement, entitled "COMPENSATION AND PAYMENT" is amended to read as follows:

In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Revised Exhibit B 1, entitled "SCHEDULE OF FEES" and Revised Exhibit B2, entitled "FEE DETAILS." The maximum Amendment No. 1 to Agreement with Life Extension Clinics, Inc. dba Life Scan Wellness Center/Revised Exhibit 82-Fee Details Page 2
l.
' '
compensation of this Agreement is Two Hundred Thirty-Eight Thousand Five Hundred Forty-Seven Dollars ($238,547), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

3. Exhibit 81 of the Agreement, entitled "SCHEDULE OF FEES 11 1 is hereby
amended to read as shown in Revised Exhibit B 1, attached and incorporated into this Amendment No. 1.

4. Exhibit 82 of the Agreement, entitled "FEE DETAILS"! is hereby amended to read as shown in Revised Exhibit 82, attached and incorporated into this Amendment No. 1.

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

Note: Signature block on next page.

Amendment No. 1 to Agreement/Life Extension Clinics, Inc. dba Life Scan Wellness Center Rev. 10/25/2019
Page2
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
U::�-
a
-
s
=-
j
-
o
_
F
_
o
-
rm
-
:
-----­
'✓LEN R. GOOGINS
�� Attorney
Dated:
e of the City Ma
City of Santa Clara
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-677 1
LIFE EXTENSION CLINICS, INC. OBA LIFE SCAN WELLNESS CENTERS a Florida corporation
Dated:
�
'A �
� By (Signature): �Z,i' ��
Name: atnc,a Jq_ __J,
Title: CEO
Principal Place of 101 1 N. MacDill Avenue
Business Address: _T _a_m__._pa___.;.,_F_L_3_3_6_0_7 __________ _ Email Address: [email protected]
Telephone: (813) 876-0625
Fax: (813) 876-0653
"CONTRACTOR"
Amendment No. 1 to AgreemenULife Extension Clinics, Inc. dba Life Scan Wellness Center Page 3 Rev. 10/25/2019
REVISED EXHIBIT B1

SCHEDULE OF FEES

1. MAXIMUM COMPENSATION

1.1. The maximum amount payable for all services provided under this Agreement shall not exceed Two Hundred Thirty-Eight Thousand Five Hundred Forty­ Seven Dollars ($238,547), during the term of the Agreement. No additional services will be performed unless both Parties execute an amendment outlining the services requested and the compensation agreed for such services. See below for annual amounts.

Term Amount
Year 1 (April 7, 2022 -April 30, 2023) $100,000
AMENDMENT NO. 1
Year 2 (May 1, 2023 -April 30, 2024) $ 116,861
TOTAL REVISED COMPENSATION $216,861
Contingencv $ 21,686
TOTAL REVSIED MAXIMUM COMPENSATION NOT- $238,547 TO-EXCEED

1.2. All payments are based upon City's acceptance of Contractor's performance of services specified in Exhibit A, Scope of Services. City shall have no obligation to pay unless Contractor has successfully completed the work for which payment is due.

2. FEES

2. 1. City will pay Contractor the fee specified below for annual physicals:

Services Fee
Public Safety Annual Physical $853/Each

2.2. See Revised Exhibit B2 (Fee Details) for specific details of the services included in the Public Safety Annual Physical.

2.3. The City may request optional services specified in Section 2 of Revised Exhibit B2 (Fee Details) at its discretion.

3. PRICING

3.1. Pricing shall be fixed for the term of the Agreement.

Amendment No. 1 to Agreement with Life Extension Clinics, Inc. dba Life Scan Wellness Center/Revised Exhibit 81-Schedule of Fees Page 1

4. INVOICING REQUIREMENTS

4.1. Contractor will invoice the City on a monthly basis for services provided by Contractor during the preceding month on an invoice and in a format approved by the City, including supporting narrative documentation, and is subject to verification and approval by City.

4.2. City will pay Contractor within thirty (30) days of City's receipt of an approved invoice.

Amendment No. 1 to Agreement with Life Extension Clinics, Inc. dba Life Scan Wellness Center/Revised Exhibit B1~Schedule of Fees Page 2
REVISJ,:D EXHIBIT 82

FEE DETAILS

1. The following services are included in the public safety annual physicals:

Public Safety Annual Physical $853/Each
Description: Fee
Medical & Occupational/Environmental Questionnaire Included Comprehensive Hands-On Physical Exam Included
Vital Si!:1ns: Heh:iht, Weiqht, Blood Pressure, Pulse Included Sleep Disorder Evaluation, Epworth Sleep Scale Included Back Health Evaluation Included
Urinalysis Included
Audioqram Included
Titmus Occupational Vision with Peripheral, Depth
Perception, and Color Included
Breast Exam with Self-Exam education Included
Personal Consultation with review of testinQ results Included Laboratorv Tests:

Comprehensive Metabolic Panel, Blood Chemistry Included Complete Blood Count, Hematoloav Panel Included
Hemoccult Stool Test for Colon Cancer ScreeninQ Included Total Lipid Panel Included
Thyroid Test TSH Included
Glucose Included
Hemoglobin A 1 C Included
PSA (Prostate cancer marker, Men) Included
Testosterone (Men) Included
Ultrasound Screenings (Early Detection of Heart
Disease and Cancer):

Echocardioqram (Heart Ultrasound) Included
Carotid Arteries Ultrasound Included
Aorta and Aortic Valve Ultrasounds Included
Liver Ultrasound Included
Gall Bladder Ultrasound Included
Kidneys Ultrasound Included
Spleen Ultrasound Included
Bl.adder Ultrasound Included
Thyroid Ultrasound Included
Prostate Ultrasound Included
Testicular Ultrasound Included
Ovaries and Uterus Ultrasounds Included
Amendment No. 1 to Agreement with Life Extension Clinics, Inc. dba Life Scan Wellness Center/Revised Exhibit B2-Fee Details Page 1
Description: Fee
Cardiopulmonary Testing
Cardiac Stress Test (Treadmill with 12 lead, sub-
maximai, Bruce Protocol) Included
EKG, 12 Lead Included
Spirometry, PFT Lung Capacity Included
OSHA Respirator Medical Clearance Included
Fitness Evaluations per NFPA 1583~/AFF/IAFC
Wellness Fitness Initiative:

Fitness tests for muscular streni:;ith & endurance Included Sit and Reach, PlankinQ, Grip StrenQth, Included
Sit Up Test, Wall Sit, Flexibility Included
VO2 Max Cale for Aerobic Capacity Included
Body Weight and Composition Included
Personal Fitness Rx lncl.uded
Personal Wellness Plan with recommendations Included

2. The following are optional services provided by Contractor:

Optional Tests Available Fee Per
Test
Chest X-Ray, 2 view with radioloaist review $80.00
Lumbar X-Rav, 2 view with radioloaist review $80.00
Hazmat Cholinestrese $81.00
Hazmat Heavy Metals $81.00
Hepatitis A Screenina Test $60.00
Hepatitis A Titer $38.00
Hepatitis B Screening Test $60.00
Hepatitis B Titer $38.00
Hepatitis C Screenina Test $60.00
HIV Test, Gen 4 $29.00
PPD TB Skin Test $29.00
QuantiFeron TB Blood Test $72.00
Tdap (Tetanus, Diphtheria, Pertussis) Titer $32.00
Tdap (Tetanus, Diphtheria, Pertussis) Vaccine, single dose $86.00 MMR Booster $86.00
MMR Titer $86.00
Varicella Vaccine $24.00
Varicella Titer $128.00
Polio Booster $33.00
Polio Titer $64.00
OSHA Respirator Mask Fit Testing (Portacount) $44.00
Druq Screen, I CUP $51.00
Drua Rescreen with confirmation $58.00
Amendment No. 1 to Agreement with Life Extension Clinics, Inc. dba Life Scan Wellness Center/Revised Exhibit B2-Fee Details Page 2
Optional Tests Available Fee Per
Test
Medical Review Officer (MRO) as indicated/secondary $117.00 review Phlebotomist (Blood Draw) Fee $22.00
Cardiac Calcium Scorinq $150.00
Covid-19 Antibody Test $100.00
Amendment No. 1 to Agreement with Life Extension Clinics, Inc. dba Life Scan Wellness Center/Revised Exhibit B2~Fee Details Page 1
Ebix Insurance No. S200004909
AMENDMENT NO. 2

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
LIFE EXTENSION CLINICS, INC. DBA LIFE SCAN WELLNESS CENTER

PREAMBLE
This agreement ("Amendment No. 2) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Life Extension Clinics, Inc. dba Life Scan Wellness Center, a Florida corporation , (Contractor) . City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement. "

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for Services between City of Santa Clara, California and Life Extens ion Clinics , Inc. dba Life Scan Wellness Center" , dated June 2 , 2022 (Agreement) ; B. The Agreement was previously amended by Amendment No. 1, dated April 3, 2023, and is again amended by this Amendment No. 2. The Agreement and all previous amendments are collectively referred to herein as the "Agreement as Amended "; and
C. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide occupational medical services for Santa Clara Fire Department personnel , and the Parties now wish to amend the Agreement as Amended to extend the term for an additional year through April 30, 2025 for a revised not-to-exceed maximum compensation of Three Hundred Seventy-Seven Thousand Four Hundred Twenty-Seven Dollars ($377,427) and add one additional one-year option to extend the agreement through April 30, 2026, subject to the appropriation of funds .

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement as Amended , entitled "TERM OF AGREEMENT" is amended to read as follows :

Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement , the term of Amendment No. 2 to Agreement/Life Extension Clinics, Inc. dba Life Scan Wellness Center Second Revised Exhibit B2-Fee Details Page 1
Rev. 10/25/19
this Agreement shall begin on April 7, 2022 and terminate on April 30, 2025.

The City reserves the right to extend the Agreement for one (1) additional one­ year option through April 30, 2026, subject to the appropriation of funds . The City shall provide notice to Contractor of its exercise of the optional extension in writing.

2. Section 6 of the Agreement , entitled "COMPENSATION AND PAYMENT" is amended to read as follows :

In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Second Revised Exhibit 81, entitled "SCHEDULE OF FEES" and Second Revised Exhibit 82, entitled "FEE DETAILS." The maximum compensation of this Agreement is set forth in Section 1 of Second Revised Exhibit 81, subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor's expense . Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

3. Revised Exhibit B1 of the Agreement, entitled "SCHEDULE OF FEES", is hereby amended to read as shown in Second Revised Exhibit B 1, attached and incorporated into this Amendment No. 2.

4. Revised Exhibit 82 of the Agreement, entitled "FEE DETAILS", is hereby amended to read as shown in Second Revised Exhibit B2, attached and incorporated into this Amendment No. 2.

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

SIGNATURES ON NEXT PAGE
Amendment No. 2 to Agreement/Life Extension Clinics, Inc. dba Life Scan Wellness Center Rev. 10/25/2019
Page2
The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 as evidenced by the following signatures of their duly authorized representatives.

Approved as to Form :

GLEN R. GOGGINS
City Attorney

CITY OF SANT A CLARA, CALIFORNIA
a chartered California municipal corporation
Dated:
"CITY"
------- - ----- -
JOVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone : (408) 615-2210
Fax: (408) 241-6771
LIFE EXTENSION CLINICS, INC. DBA LIFE SCAN WELLNESS CENTERS a Florida corporation
Dated: -r'--=t::,C=-::,__"1--'---,.rt-r---i-+-- -------- B y (Signature): '-=' - ~ 'CA/'-"'{
-----,- - ------'-------Name : ~:.:..:.:....:.=~.:..+-=-=..:..;____ _________ _ Title: -----------------Pr inc i pa I Place of 1011 N. MacDill Avenue Business Address : Tampa , FL 33607 -~~--------------
Em a ii Address: [email protected]
Telephone: (813) 876-0625
Fax: (813) 876-0653
"CONTRACTOR "
Amendment No. 2 to Agreement/Life Extension Clinics, Inc. dba Life Scan Wellness Center Page 3 Rev. 10/25/2019
SECOND REVISED EXHIBIT 81

SCHEDULE OF FEES

1. MAXIMUM COMPENSATION

1.1. The maximum amount payable for all services provided under this Agreement shall not exceed Three Hundred Seventy-Seven Thousand Four Hundred Twenty-Seven Dollars ($377,427), during the term of the Agreement. No additional services will be performed unless both Parties execute an amendment outlining the services requested and the compensation agreed for such services. See below for annual amounts .

Term Amount
Year 1 (April 7, 2022 - April 30, 2023) $100,000
AMENDMENT NO. 1
Year 2 (May 1, 2023 - April 30, 2024) $116,861
AMENDMENT NO. 2
Year 3 (May 1, 2024 - April 30, 2025) $138,880
TOTAL REVISED COMPENSATION $355 ,741
Contingency $ 21,686
TOTAL REVISED NON-TO-EXCEED MAXIMUM $377,427 COMPENSATION

1.2. All payments are based upon City's acceptance of Contractor's performance of services specified in Exhibit A, Scope of Services . City shall have no obligation to pay unless Contractor has successfully completed the work for which payment is due.

2. FEES

2.1. See Revised Exhibit 82 (Fee Details) for specific details of the services included in the Public Safety Annual Physical.

2.2. The City may request optional services specified in Section 2 of Revised Exhibit 82 (Fee Details), at its discretion.

3. OPTION RENEWAL AND PRICING
In the event the City elects to exercise the option, price adjustments may be considered by the City and shall not exceed the Consumer Price Index (CPI) average of the preceding 12 months . All price adjustment requests require City approval .

4. INVOICING REQUIREMENTS
Amendment No. 2 to Agreement with Life Extension Clinics, Inc. dba Life Scan Wellness Center/Second Revised Exhibit B1-Schedule of Fees Page 1

4.1 . Contractor will invoice the City on a monthly basis for services provided by Contractor during the preceding month on an invoice and in a format approved by the City, including supporting narrative documentation, and is subject to verification and approval by City.

4.2. City will pay Contractor within thirty (30) days of City's receipt of an approved invoice.

Amendment No. 2 to Agreement with Life Extension Clinics, Inc. dba Life Scan Wellness Center/Second Revised Exhibit B1-Schedule of Fees Page 2
SECOND REVISED EXHIBIT 82

FEE DETAILS

1. The following services are included in the public safety annual physicals :

Public Safety Annual Physical $896/Each
Description of Included Services for Annual Physical
Medical & Occupational/Environmental Questionnaire Included Comprehensive Hands-On Physical Exam Included
Vital Sions: Heioht, Weioht, Blood Pressure, Pulse Included Sleep Disorder Evaluation, Epworth Sleep Scale Included Back Health Evaluation Included
Urinalysis Included
Audiooram Included
Titmus Occupational Vision with Peripheral, Depth
Perception, and Color Included
Breast Exam with Self-Exam education Included
Personal Consultation with review of testing results Included Laboratory Tests:

Comprehensive Metabolic Panel, Blood Chemistry Included Complete Blood Count, Hematolooy Panel Included
Fecal Occult for Colon Cancer Screening (Mail in to lab directly by patient) Included
Total Lipid Panel Included
Thyroid Test TSH Included
Glucose Included
Hemoglobin A 1 C Included
PSA (Prostate cancer marker, Men) Included
Testosterone (Men) Included
QuantiFeron TB Blood Test Included
Ultrasound Screenings (Early Detection of Heart
Disease and Cancer):

Echocardiooram (Heart Ultrasound) Included
Carotid Arteries Ultrasound Included
Aorta and Aortic Valve Ultrasounds Included
Liver Ultrasound Included
Gall Bladder Ultrasound Included
Kidneys Ultrasound Included
Spleen Ultrasound Included
Bladder Ultrasound Included
Thyroid Ultrasound Included
Prostate Ultrasound Included
Testicular Ultrasound Included
Ovaries and Uterus Ultrasounds Included
Amendment No. 2 to Agreement with Life Extension Clinics, Inc. dba Life Scan Wellness Center/Second Revised Exhibit B2-Fee Details Page 1
Description of Included Services for Annual Physical
Cardiopulmonary Testing
Cardiac Stress Test (Treadmill with 12 lead, sub-
maximal, Bruce Protocol) Included
EKG, 12 Lead Included
Spirometry, PFT Lunq Capacity Included
OSHA Respirator Medical Clearance Included
Fitness Evaluations per NFPA 1583-IAFFIIAFC
Wellness Fitness Initiative:

Fitness tests for muscular strenqth & endurance Included Sit and Reach, Planking, Grip Strenqth, Included
Sit Up Test, Wall Sit, Flexibility Included
VO2 Max Cale for Aerobic Capacity Included
Body WeiQht and Composition Included
Personal Fitness Rx Included
Personal Wellness Plan with recommendations Included

2. The following are optional services provided by Contractor:

Optional Tests Available Fee Per Test
Chest X-Rav , 2 view with radioloqist review $80.00
Lumbar X-Ray, 2 view with radiologist review $80.00
Hazmat Cholinestrese $81 .00
Hazmat Heavy Metals $81.00
Hepatitis A ScreeninQ Test $60.00
Hepatitis A Titer $38.00
Hepatitis B Screeninq Test $60.00
Hepatitis B Titer $38.00
Hepatitis C Screening Test $60.00
HIV Test, Gen 4 $29.00
PPD TB Skin Test $29.00
Tdap (Tetanus , Diphtheria, Pertussis) Titer $32.00
Tdap (Tetanus , Diphtheria , Pertussis) Vaccine, single dose $86.00 MMR Booster $86.00
MMR Titer $86.00
Varicella Vaccine $24.00
Varicella Titer $128.00
Polio Booster $33.00
Polio Titer $64.00
OSHA Respirator Mask Fit Testing (Portacount) $44.00
DruQ Screen , I CUP $51.00
Drug Rescreen with confirmation $58.00
Amendment No. 2 to AgreemenULife Extension Clinics , Inc. dba Life Scan Wellness Center Second Revised Exhibit B2-Fee Details Page 1
Rev. 10/25/19
Optional Tests Available Fee Per Test
Medical Review Officer (MRO) as indicated/secondary $117.00 review Phlebotomist (Blood Draw) Fee $22.00
Cardiac Calcium Scorinq $150.00
Covid-19 Antibody Test $100.00
Amendment No. 2 to Agreement/Life Extension Clinics, Inc. dba Life Scan Wellness Center Second Revised Exhibit 82-Fee Details Page 1
Rev. 10/25/19
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-306 Agenda Date: 4/23/2024

REPORT TO CITY COUNCIL

SUBJECT
Action on Amendment No. 4 to the Agreement with InfoSend, Inc. for Utility Billing Print and Mail Services to Extend the Term by Six Months and Increase the Maximum Compensation by $280,000

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The Municipal Services Division of the Finance Department (Division) is responsible for measuring water/electric consumption, generating accurate bills, collecting revenue, and providing customer service for the City’s utility customers. Over the past five years, staff has reported to the City Council that the Division is managing several projects to streamline operations of the City’s Utility Billing System. Integral to this system are bill printing and mailing services, which are handled by InfoSend, Inc., who specializes in providing such services. The agreement with InfoSend expires on June 30, 2024. The purpose of this report is to request authorization to amend the agreement to extend the term for six months, ending on December 31, 2024, and increase the maximum compensation by $280,000 to cover the extension period.

In 2017, staff conducted a competitive procurement process for print and mail services resulting in the award of a three-year contract to InfoSend. The original term was for three years ending in 2020.

Since then, the agreement has been amended three times, with the last Amendment No. 3 extending the term by two additional years, ending on June 30, 2024 (RTC 21-1049). Such extensions were required, in-part, due to the higher priorities of completing several other streamlining projects that were delayed due to COVID-19, staffing shortages, and other unforeseen circumstances. Staff anticipates that it will complete a competitive Request for Proposals (RFP) process for a possible new bill print and mail service vendor by the end of the proposed extended term.

DISCUSSION
On January 26, 2024, staff published RFP 23-24-58 for bill print and mail services, and eight responsive proposals were received by the February 26, 2024 due date.

When the RFP was published, staff anticipated having sufficient time to complete the RFP process, select a vendor, and present the recommended vendor to the City Council. However, given the current workload and the unexpected high number of proposals to evaluate, there is not enough time to complete the process described above and transition services to a new service provider if one is selected.

Staff requests authorization to execute Amendment No. 4 to extend the term by six months ending on December 31, 2024. In addition, the maximum compensation will increase by $280,000 to City of Santa Clara Printed on 4/19/2024Page 1 of 2
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24-306 Agenda Date: 4/23/2024
$2,660,000 to cover the extension period. InfoSend has agreed not to increase prices during the six- month extension period.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant section 15378(b)(5) of Title 14 of the California Code of Regulations in that the amendment solely authorizes an extension of an existing agreement and a compensation increase and will not result in direct or indirect physical changes in the environment.

FISCAL IMPACT
The proposed Amendment No. 4 adds $280,000 to the contract and increases the maximum compensation from $2,380,000 to $2,660,000. Sufficient funds are available in the FY 2023/24 and FY 2024/25 Adopted Operating Budget.

COORDINATION
This report was coordinated with the City Manager’s Office and the City Attorney’s Office.

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

RECOMMENDATION
Authorize the City Manager to execute Amendment No. 4 to the Agreement with InfoSend, Inc. to extend the term of the Agreement by six months ending on December 31, 2024 and increase the maximum compensation by $280,000 to $2,660,000.

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

ATTACHMENTS

1. Agreement with InfoSend

2. Amendment No. 1 to the Agreement with InfoSend

3. Amendment No. 2 to the Agreement with InfoSend

4. Amendment No. 3 to the Agreement with InfoSend

5. Proposed Amendment No. 4 to the Agreement with InfoSend City of Santa Clara Printed on 4/19/2024Page 2 of 2
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City of
Santa Clara
AGENDA ITEM# : 17 .F

AGENDA REPORT
The Center of What's Possible
Date: June 27, 2017
To:

From:

City Manager for Council Action
Director of Finance
Subject: Approval of an Agreement for the Performance of Services with lnfoSend, Inc., for Bill Print and Mail Services

EXECUTIVE SUMMARY
The City issues over 60,000 utility invoices per month using lnfoSend as an outsource services provider for bill print and mail services . The agreement with lnfoSend is set to expire on June 30, 2017.

The Municipal Services Division conducted a Request for Proposal (RFP) process and received inquiries from seven (7) service providers and formal proposals from two (2) service providers.

After review of the proposals, staff believes that lnfoSend provides the best overall combination of service and value for the following reasons:
• lnfoSend is an experienced vendor in the areas of bill print and mail services, and provided the most complete set of capabilities aligned to the solution and administrative requirements set forth in the RFP.
• lnfoSend provides advanced electronic invoicing and service options that will allow the City to implement improved operational efficiencies and customer services in the future. • The cost quoted by lnfoSend for bill print and mail services is competitive with price quotes received from the other proposer to the RFP.
• lnfoSend is committed to continually implementing solutions for reducing the environmental footprint while increasing output efficiency. They offer a non-profit tree planting program to allow clients to pledge $1 to the Arbor Day Foundation for each paperless subscription.
• lnfoSend charges no costs for implementation of bulk letter printing and mail service. • lnfoSend has existing bill print and mail service relationships with other major California municipalities. These other clients provided favorable references for the services received from lnfoSend .

ADVANTAGES AND DISADVANTAG ES OF ISSUE
Approval of the agreement for bill print and mail services with lnfoSend will allow the City to continue outsourced services with a leading vendor at a market competitive price.

I
Subject: Approval of an Agreement for the Performance of Services with lnfoSend, Inc., for Bill Print and Mail Services

ECONOMIC/FISCAL IMPACT
lnfoSend will provide bill print and mail services beginning iri fiscal year 2017-18 for a not to exceed yearly amount of $340,000 for three fiscal years, and options for two additional years. The total cost of the contract over three years will not exceed $1,020,000, and over five years will not exceed $1,700,000 . Appropriations in future years will be requested and approved through the annual budget process.

RECOMMENDATION
That the Council (1) Approve and authorize the City Manager to execute an Agreement for the Performance of'Services with lnfoSend, Inc., for bill print and mail services, for a yearly amount of $340,000 with the amount not-to-exceed $1,020 ,000 over the three-year initial term of the Agreement, and (2) authorize the City Manager to exercise up to two (2) options to extend the Agreement for extended terms of one (1) year each, for a total not-to-exceed amount of $1,700,000, subject to annual budget appropriations.

Acting Director of Finance
~ R,tjeevBara ~
City Manager
Documents Related to this Report:
1) Agreement with lnfoSend, Inc.

Certified as to Budget Form: 1,{-.
$ 340,000.00
Acting Director of Finance
J:\CITYMGR\AGENDA\Agen1617\06-27-17 lnfoSend Agreement.docx EBIX Insurance No. S200002618

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
INFOSEND, INC.

PREAMBLE
This agreement for the performance of services ("Agreement") is by and between InfoSend, Inc., a California corporation, with its principal place of business located at 4240 East La Palma A venue, Anaheim, California 92807 ("Contractor"), and the City of Santa Clara, California, a chartered California municipal corporation with its primary business address at 1500 Warburton Avenue, Santa Clara, California 95050 ("City"). City and Contractor may be referred to individually as a "Party" or collectively as the ''Parties" or the "Parties to this Agreement."

RECITALS
A. City desires to secure professional services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services"; and
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expe1tise, necessaiy 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 tem1s and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT PROVISIONS

1. EMPLOYMENT OF CONTRACTOR.

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

2. SERVICES TO BE PROVIDED.

Except as specified in this Agreement, Contractor shall furnish all technical and professional services, including labor, material , equipment, transportation, supervision and expertise (collectively referred to as "Services") to satisfactorily complete the work required by City at his/her own risk and expense. Services to be provided to City arc more fully described in Exhibit A entitled "SCO PE OF SERVICES." All of the exhibits referenced in this Agreement are attached and are incorporated by this reference.

Agreement for the Perfonnance of Services/InfoSend, Inc.

Rev. 02/01/15

3. COMMENCEMENT AND COMPLETION OF SERVICES.

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

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

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

4. QUALIFICATIONS OF CONTRACTOR- STANDARD OF WORKMANSHIP.

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

The plans, designs, specifications, estimates, calculations, reports and other documents furnished under Exhibit A shall be of a quality acceptable to City. The criteria for acceptance of the work provided under this Agreement shall be a product of neat appearance, well organized, that is technically and grammatically c01Tect, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by City for similar projects.

5. TERM OF AGREEMENT.

Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and tenninate on June 30, 2020, subject to two optional one-year renewals.

6. MONITORING OF SERVICES.

City may monitor the Services performed under this Agreement to determine whether Contractor's operation conforms to City policy and to the terms of this Agreement. City may also monitor the Services to be performed to determine whether financial operations are conducted in accord with applicable City, county, state, and federal requirements. If any action of Contractor constitutes a breach, City may terminate this Agreement pursuant to the provisions desc1ibcd herein.

Agreement for the Perfonnance of Services/Info Send, Inc.

Rev. 02/01/15

7. WARRANTY.

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

Contractor agrees to promptly replace or conect 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 incuned by City.

8. PERFORMANCE OF SERVICES.

Contractor shall perform all requested services in an efficient and expeditious manner and shall work closely with and be guided by City. Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them , as Contractor is for the acts and omissions of persons directly employed by it. Contractor will perf01m all Services in a safe manner and in accordance with all federal , state and local operation and safety regulations.

9. BUSINESS TAX LICENSE REQUIRED.

Contractor must comply with Santa Clara City Code section 3.40.060, as that section may be amended from time to time or renumbered, which requires that any person who transacts or carries on any business in the City of Santa Clara pay business license tax to the City. A business tax ce1tificate may be obtained by completing the Business Tax Affidavit Form and paying the applicable fee at the Santa Clara City Hall Municipal Services Division.

10. RESPONSIBILITY OF CONTRACTOR.

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

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

11. COMPENSATION AND PAYMENT.

In consideration for Contractor's complete perfom1ance of Services, City shall pay Contractor for all materials provided and services rendered by Contractor at the rate per Agreement for the Performance of Services /Info Send, Inc.

Rev . 02/01/15

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

12. TERMINATION OF AGREEMENT.

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

13. NO ASSIGNMENT OR SUBCONTRACTING OF AGREEMENT.

City and Contractor bind themselves, their successors and assigns to all covenant s 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 writ ten permission from City.

14. NO THIRD PARTY BENEFICIARY.

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

15. INDEPENDENT CONTRACTOR.

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

16. NO PLEDGING OF CITY'S CREDIT.

Under no circumstances shall Contractor have the authority or power to pledge the credit of City or incur any obligation in the name of City. Contractor shall save and hold ham1less the City, its City Council, its officers, employees, boards and commissions for expenses arising out of any unauthorized pledges of City's credit by Contractor under this Agreement.

Agreement for the Performance of Services/InfoSend, Inc.

Rev. 02/01/15

17. CONFIDENTIALITY OF MATERIAL.

All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other info1mation 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 industty shall be deemed confidential.

18. USE OF CITY NAME OR EMBLEM.

Contractor shall not use City's name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

19. OWNERSHIP OF MATERIAL.

All material, including infotmation developed on computer(s) , which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities , estimates, specifications, proposals, tests, maps, calculations , photographs, reports and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof.

City shall not be linlited in any way or at any time in its use of said mate1ial. 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 paities.

20. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR.

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

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

Agreeme nt for the Perfonnance of Services/Info Send, Inc.

Rev. 02/01/15

21. CORRECTION OF SERVICES.

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

22. FAIR EMPLOYMENT.

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

23. HOLD HARMLESS/INDEMNIFICATION.

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

24. INSURANCE REQUIREMENTS.

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

25. AMENDMENTS.

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

26. INTEGRATED DOCUMENT.

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

27. SEVERABILITY CLAUSE.

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

Agreement for the Performance of Services/InfoS end, Inc.

Rev. 02/01/15

28. WAIVER.

Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement.

29. NOTICES.

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

City of Santa Clara
Attention: Finance Department
1500 Warburton A venue
Santa Clara, California 95050
or by facsimile at (408) 241- 1543
And to Contractor addressed as follows:

Name: InfoSend, Inc.

Address: 4240 East La Palma Avenue
Anaheim , California 92807
or by facsimile at (714) 993-1306
If notice is sent via facsimile, a signed, hard copy of the material shall also be mailed.

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

30. CAPTIONS.

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

31. LAW GOVERNING CONTRACT AND VENUE.

This Agreement shall be governed and constru ed 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 Distlict Court, N01thern District of Californ ia, San Jose, California.

32. DISPUTE RESOLUTION.

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

Agreement for the Perfonnan ce of Services/lnfoSend , Inc.

Rev. 02/01/15

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

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

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

33. COMPLIANCE WITH ETHICAL STANDARDS.

Contractor shall:

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

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

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

35. RESERVED.

36. CONFLICT OF INTERESTS.

This Agreement does not prevent either Party from entering into similar agreements with other parties. To prevent a conflict of interest, Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code Agreement for the Performance of Services/InfoSend, Inc.

Rev. 02/01/15

Section 87100 and following , and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

37. PROGRESS SCHEDULE.

The Progress Schedule will be as set forth in the attached Exhibit F, entitled "MILESTONE SCHEDULE" if applicable .
(Signatures follow on page 10)
Agreement for the Perfonnanc e of Services/InfoSend, Inc.

Rev. 02/01/15

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

The Parties acknowledge and accept the te1ms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. The Effective Date is the date that the final signatory executes the Agreement. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.

APPROVED AS TO FORM :

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

BRIAN DOYLE
Interim City Attorney
ATTEST:

RAJEEV BATRA
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
ROD DIRIDON , JR.

City Clerk
Fax: (408) 241-6771
"CITY"
INFOSEND, INC.
a corporation
Dated: __ (6_ (_· 7 __ /____,(~7-
By:
(~ rr-l~ting the Agreement on behalf of
Contractor)
Name: Russ Rezai
Title: President
Local Address: 4240 East La Palma Avenue
Anahein1, California 92807
Email Address : russ .r@infosend .com
Telephone: (800) 955-9331
Fax: (714) 993-1306
"CONTRACTOR"
Agreement for the Perfonnance of Services /InfoSend , Inc.

Rev. 02/01/15

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANT A CLARA, CALIFORNIA,
AND
INFOSEND, INC.

EXIDBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are more fully described in the Contractor's proposal entitled, "Statement of Work Prepared for The City of Santa Clara" dated April 26, 2017, which is attached to this Exhibit A.

Agreement with InfoSend, Inc./Scope of Services/Exhibit A Rev. 02/01/15

Bil!Print. !#Billa. 0'.lli·,1 r. I
Statement of Work
Prepared for The City of Santa Clara
04/26/2017
Confiderit lal and Proprietary - for Client or Partner use Drily Agreement with lnfoSend, Inc./Scope of Services/Exhibit A Rev, 02/01/15

SZC ZG SZG Z - DC ZZC &C SZE SSC SZG ZZC DE 2SC SE SE SSC ZZC Z C :SC SZE Time and Materials:

City of Santa Clara
Oty of Santa Clara Bil Is Implementation
K.atri na Bates
60,000 Dills/month, printed daily
Schedule of Rates:

The oost of this project wil I be admlnist!!l'ed per the cllargesspecified in the table below. Charges are based on the infurmation provided at me time this SOW was drafted. Changes made to project requirements after this SOW is approved bay result ·in additional charges beinit incurred.

Pa,vment lenns:

Client will be invoiced for the bil.lable charges in this SOW upon completion of the requiremeints contained herein.
1 I PagE State mEnt o · Worl,.

Agreement with lnfoSend, Inc./Scope of Services/Exhibit A Rev. 02/01/15

'A2 CSE _ C SC SZZE SZZE SZZE SZE SZE SZZC SC SC SC L¢iLL &£ SC SZ SL - SC _J Statement of Work:

Assumptions:

1.. General:
a. lnfoSend will provide Data proc1!55i:ng, Print and Mail servia!s for the City of Santa Clara. b. During the initial implementation, lnfoSeml wiU design a single data processing application to handle the regular, delinquent, closing and shutoff noti ces/bills for the City. This program now also runs the Monthly Net Metering bills. c. lnfoSend developed a separate applicati<m which is used to process the Annua l Net Metering Bills.
d. lnfoSend is currently working with the City on developjng the, fol lowing applications:
i Under the billing statements application: Closed Account LE!tter, 48 Hour Notices, 0-edh Card 60 Day Expiry Notice,, Cr-edit Card Expiry Notice ii Under a new applkation for Sus:iness Tax Licenses: Cenificates , Renewal forms (Fim, Delinquent , and Final), Salance Due Letter-, Missing Lnforrnati<m Lette,r

2. Mock-ups :
a. lhe City wi II be maintaining their CUITI!flt bill design, but may opt at a later date a to change/revise the bill layout.
b. If the City chooses to redesign, lnfoSend will worlc to create a new document which communicates all rale,vant information to their customers while also taking adllantage of the, latest advances in full colortr.msactional pri:ntingtecltnology. This may indude adding color to the graphs and trand lines, inrreasi:ng use of graphics and visual rues for data presentation, and/or using color to highlight key information on the, doalments. c. lnfoSend wiU develop a data processing appkation to process City bills.

3. Tl!eSt Files to be used for Data Processing :
a. lnfoSend is currenttv providing Data Processi ng, Printing, and Mailing Services for 2 applications for the City.
i Statements: this application covers all regu lar billing statements , regular Net Metering bills., past due bills, shut-off n-otic25, etc. .. ii. NEP Bills: this application covers the Annual Net Metering Bills

4. Mate.rials and printing requirements
a. All documents will be duplex printed using full color inkjet technology on white 8.S•x11" 24#paper.
b. A horizontal perforation creating a 2" ramittance stub is applied dynamical ly at the bottom of the sheet.
c. The City is using custom #10 outgoing imve,lopes.
i lnfoSend has established a process to coordinate a production and use of new custom outgoing envelope each month.
d. Th" City is using a custom #9 remit envelope.
2 I Pagt State me:nt of\Ncr}-r
Agreement with JnfoSend, Inc./Scope of Services/Exhibit A Rev. 02/01/15

S, Handlini:: lnstruaions
a. Bills will be folded using staooard C-fold and inserted into outgoini:: envelope ensurini::
that customer addresses are visible through envelope window. b. Bills with bad addresses will be separated from tfle batch of bills and mailed to the City for review.
c. Househo lding - lnfoSend will gro,up bil~ with the same recipient name and address in one envelope
d. Selective #9 Inserting - [nfoSend will s:uppress the remittance envelope for bills that have a zero balance, credit balance or are flagged for Automatic Payment in the data e . SelectiYe inserting: lnfoSend has implemented the capability for the Clty to tari::et inserts selectively to different groups of customers.
i. Current options indude excludini:: inserts from commercial, industria l, or closing accounts. Should the City have additiona l requirements in this area, lnfoSend can implement selective criteria to meet the City's needs . f_ lnfoSend understands that the City may have a mal<imum of S inserts included with any billini::. Should more than 5 inserts be required, lnfoSend will worfc with the Cityto develop a solution to handle additionaJ inserts.

6. Woridlow:
a. The City will send data files for processing, printing and mailing each weekday. b. Data files are transmitted via SfTJ>.
c. lnfoSend and the Chy will decide upon a naming convention for data files prior to the go-live date, will be used b\f lnfoSend's automated file transfer program to ll!COl:'."ize and route said files to the correct processing application, at which time a 'File Transfer Acknowledgment' email will be sent to specified team membe~ within the City. d. The C-lty has elected not to apprCJ\/e sample files for the Statements program. Files will be released for printini:: and mailing upon completion of data processing. e. Upon completion of the data processing, I nfoSend will provide bad<: to the Chy copies of all doruments which were processed using our Final Doc Transfer product. i. The PDF documents are provided to the City in a Zip file. PDFs in the zip me wiD be named with a convention which is approved by the City. ii lnfoSend wil I also send an index file which will be used to help ident ify the records in the Zip file.
f_ After processing the job will be printed and staged for the production process . g. After printing, the job will moye through the Quality Contro l and Mailing Operations departments, and finallv released to the USPS for mailing h. For next day mailing, data must be sent to lnfoSend by6pm. When possible, lnfoSend will ma.ii all batches the next business day, even those received after 6PM.

L Upon completion, a Process Confirmation Report containing details of the mafled batch will be emailed to Sl)l!cified use.-s.
3 I Pag,; Srate m,;nt or \~/or~
Agreement with Info Send, Inc.IS cope of Services/Exhibit A Rev. 02/01/15

7. Spemicatioru. for Data Processing:
a_ Bill!i will be printed with two custom 15-months bar graphs, proceeding oldest to newest starting from the left border moving to the right.

L In cases where only one service (ie. water or p,owerl is reflected on the bill, lnfoSend will only print a single consumption graph_
b. Conditional programming will be done to copy tbe disp lay of information as provided in the document lnv_Example:._Y04.pdf. Customer information for different curtomer types/gro ups will be displa)'ed according to the rules containe-d in BP _Req_v02101.xls. c. All charges to be printed on the bills will be pulled directly from the data file and will not require calculations..

8. Additional Se<rvic;es:
a. lnfoSend has p.-ovided information to the client on the following optiona l services which can be implemented, pending confirmation/approva l from the City of Santa Oara. The final list of additional services
L Print Image Archiving
jj_ USPS Move Update Service
iii. Exception Processing
iv_ Message Manager
9 _ Oient Management Servires:
a. The servi~ listed below are included as part of your data processing, print and mai I support:

L 800Toll Free Telephoni>support: j800} 9'55-9330
ii. Scheduled assistance for project implementations &. other special projects [there may be billable professional services hours depi>nding on scope of workl - iii. Technical Troubleshooting & tssue Resolution
iv. Free electronic access 24 x 7 with the following onfine benefits:
1_ Lo.g, track, & dose support requests

2. View and update support requests

3. AcC2Ss published documenration

4. Access availabli> downlo ads

5. Download reports

6. View Job Tracking statistics

7. Download sample files in PDF format
b. Help Desk Hours:
i. Standard hour..ofsupportarefrom 8:00 a.m. PST to 5:00 p.m. PST, Monday to Friday, excluding designated statuto,y nolidays. Support hours mav vary by specific product line_ Weekend assistance is available and must be scheduled in advance and in most cases is b~lable_
41 Page State m~nt o f 'W,:,rl<
Agreement with InfoSend , Inc./Scope of Services/Exhibit A Rev. 02/01/15

c. CaU Process
i. All issues or questions reported to support can be tracked via an online support ticket. Account Manager.; can provide support via telephone, email, or via the online s.upport ticket tool that is locate d by logging into www.in fosend.com.

1. Each ca II is handled with per50nal support. O ient will receive support from its dedicated Account Manager . If that person is not availab le ca ll wUI be handled by anothe-r cross trained Account Manager or Senior Account Man.ager. This representative will be your liaison through the support process , giving you a single point of contact for isS1Je resolut ion.

2.. Earll support request logged using the online support tool gets a unique ID and can be 111ewed by eithe r party . Both Cllent and ConS1Jltantcan filter by open and d osed support requests.

3. Our staff will coordi nate with our proirramming, product ion, and data processing departments to ensure that quality issues afl! resol ved quickly and comp letely the first time. All necessary modifications are thoroughlV tested befon. being applied to your applications to make sure that the final product meets your quality expectat ions.

4. Once an issue has: been reso lved, you will be notified of the solution, and allowed to review a new set of samples: to approve any chani:es .. Extra atten tion is paid to the new job throughout our production , quali ty control, and mailing process:. When all part ies corllirm that the job is meeting qua lity expectat ions through every step i:n the process, we will approve and release the job for completion.
ci. Escalation Process
i. In the event that tile Account Manager has been unable to provide a permanent or a mutua Uy acceptable temporary resolution within timeframes: that the Client feels are reasonab le the issue can be escalated to the Client Service Director. An i.ntema l escalatio n process filter.; hi&fl;:,riority issues to the COO. Contact details for the Client Services Director are provided below:

1. Client Services Director: Josue Martin ez, 714-99 3-2690, xt. 289, josue.m@ infosend.com

2. £22: Matt Schmidt , 714-993-2690 , xt 238, matu @infosend. com Oiange Management Proc;ess:
5 I Page St ate msnt of 'Nor~
Agreement with Info Send, Jnc./Scope of Services/Exhi bit A Rev. 02/01/15

During'lhe initial implementation phase, changes will be mmmunicated to vuur lnfoSend Account Manager by email, phone, lnfoSend's online 'Contact Support' toal, or .some mmbination of these. Your Account Manager will manage any changes to the application with interna l lnfoSend dep.irtme-nts, and wil I also trad manges in a Microsoft Excel spreadsheet to be made available to City employees upon requ est . Any change which substarrtillely chances the 5COpe of this project w~I be reviewed and agreed upon by the Client and lnfoSend manage.ment. Changes to the scope of the project after approval of this SOW may ini:ur additional professional .services fees.

Future change.s made to the cle.si_gn of the data processing applicati,m, the out,puts from this applicatron (included but not limited to the bi 11:s themselves or any ancillary reports create cl by lnfoSend), or the requiremE!'nts contained herein, are deemed to be oLJtside the scope of this document. Such changes may be communic:atecl to the City's desigJ1ated lnfoSend Account Manager or another qualified member of lnfoSend's Qient SE!IVices team. If deemed necessary, ln~nd will create a quote for analysis, design, and programming time to complete the request at the agreed-upon hou•rty rate for such servi.ces as :spedfied in the master aueement.

Profl!5Sional Servires Agreement:

Terms and conditions will abide by the standinc contract between lnfoSend and the Client.

Acceptance and Approval:
6 I PagE: Statement of W rl
Agreement with InfoSend, Inc./Scope of Services/Exhibit A Rev. 02/01/15

This SOW is based on the infurmation as gi-1en tD lnfoSend as of the date of approval. The number Df professional services hours and completion deadlines reqLlif"l!d ta complete the project may change if any Df the following oa::ur after approval Df the SOW:

1. The 1project requirements change.

2. The filefonnat chal'l\1:e!i jif applicable)

3. lnfoSend requires infDrmation about orto complete the project which the Client is unable to provide.

Approval of this SOW conf1J111s thatttie information contained is accurate and authorizes lnfoSencl to begin and complete the implementatiO:n project in accordance wil!h this SOW. Changes to the project which require changes to this SOW mav result in additional p.rofesslonal services charges being incurred.

Client(Full Name}
Signature
Date
Agreement with InfoSend , Inc./Scope of Services/Exhibit A Rev. 02/01/ 15

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANT A CLARA, CALIFORNIA,
AND
INFOSEND, INC.

EXHIBITB

FEE SCHEDULE
Consultant shall provide a schedule of rates and fees which includes all billing amounts and costs as follows (if applicable), such as :

The estimated annual cost for services is three hundred forty thousand dollars ($340,000).

In no event shall the amount billed to City by Contractor for services under this Agreement exceed one million seven hundred thousand dollars ($1,700,000) for the three-year contract te1m and two optional one-year renewal periods, subject to budget appropriations.

Agreement with InfoSend, Inc./Fee Schedule/Exhibit B
Rev. 02/01/15

~ •
infos
ia appreciative for the opportuni1y to prese nt this
Pricing Recap for:

Proposal Provided By:

Glen Everroad
Go,vemment Solutions
[email protected]
Toll Free: 800.955.9330
Mobile: 949.874.4786
M y 2 , 2017
Agreement with InfoSend, Inc./Fee Schedule /Exhibit B
Rev. 02/01/15
Jerry Finnegan
District Sales Manager
[email protected]
TolJ Free: 800.955.9330
Mobile: 7 14.600.3069

Pricing: BIUPrlnt and Mall S rvice
lnfoSo rid 's Foa-a - Print and Mall S&rvlco: Estimated volume ,. 60,000 Bills Per MOllth (The ln<ll11td Ll.ill pricee sho wn tn !ha lab.le b,elow e,ppl,i onl,i to the 111mk8)" Bll! Prinl and M a~ :service , eome Items Cil l'I QC up In prloa If sold separate ly)
SeNlces
BIii and Notice Data $0.019 1 per Per pi;iga . Includes address vallda~oo and presortlng. Black Pn'.lcB1$8lng illhd printing - ple()a simplex plinUng onto a pre-piinled fomt (li0 ,000 per month)
CoIT1;J&pondl!flce and $0.0018 per Per paga . Includes address valldaBon end presort ing_ Black Sl;aleml!'r'lt Procn11lng plBilEI slmplwc prlnUng onlo a pre-ptlliled ,Omi_ aild printing (3000 pet
monlh) D[ICOUnt : This fee le reduced by $1L010 pet p.age if 'IDIJ !JSe lhE! Express PDF lmplementa~on .

Mall P~p (ll-3,DOD per $0.027 1 per Per page. am ls tOlded al'Kl inser1ed (e[ong with ttia reb.Jm envelope month) pleoe Ir !here Is Om!t) and clelhlere i:I lo lfts posi Office w[lhlh 1 business dEIY-
ln&ert Proce111lng and $0.015 per Thf:S pricing was i;peclnc lo your i;;empf·e "Mission City Scenes Prlntlh'al (30D,000 per pleoe lnee·rt· we ware refermd lo as you r rel'erencEL This la a larger Insert month) and acqoun1$ tor a slg nlflc:anl porllo n Df the in,.;ert page val ume indicated.
fllechlne ln&artlnli) of $0_005Pat Same cost .ipplles rw ini!lerung lnfOSa M -IJrlnled flilsims anct crty- lnaertli Into blU bac:kaQIIIII Pfece DIIUVlded ln,;et1B_ Mall Delivery ta USPS $0.00 ND rnaB dellvaty fees
l&J,000 per mohthl
PD&tage (153,000 111illllng11. Pass- Lowelit poi,sEble postage wm be applted based on ~ut bllllng lile permontbl Through and CASS and pre-sort rasurts_ At !he present lime S0-35 Is the lowest pcselble ra1e - II 11;1 ~e Flnd Clasi. 5-0lg lt pre-sottsd ral1;1 Dfferad by the USPS, Hfgller poala!Je ralas spPI~ ror mall pieces that: weigh mD.re, lh.an 2 oz, ere addressed to a rotelgn addresa ()'Oll have the option of suppressmg these), or Oontaln an u·ndellvera ble address_
Mal.erlals Pricing
Paper Stock fi;,t 81Il$ $0.0 13 Per pe,ge,. Dus tom Fann up to 3 oofor prin ting on 24# pa,pin" wllh a and NDUCIB& (60 ,DOD ~r petfQrall<;m, The bill stock uses oormal pape r, you can use 11!C'JCIB'd month) otocll rar an adtlllior.a l $0JJO pBJ sheet
Paper Stol'.:k for S0.013 24# pound paper_ T he bill s!ock l.l~es OO[lTlal pape t, you can ucse c;o111Hipondence 13,000 rooyi;:IB'd stnck far an 8ik!l!J □ na l ${LOOd pe1 sheel llm'nionth!
En'v!tlop iui
~
Enve lopes use s,u51alnably rnggetl paper, whldl Is Iha equlvalen l or s,uperiDr lo recycled pape r as !hara a re no chem lc.als used In the rncy ng process . Ir )'OU wls-h ta US<! nac'i'cled c.onlenl enYelopes add $0 _004 ta lhe pclca, ar eai::h erweJClf)e.

Per RFP Spec Ct.111tom $0_019 Cost lo recrnals the c;urrerrt outgoing envefope:
110 Outgoing Enve lope
(60,000 per month) Pnca Is fer B-monlh orders al a Bme or cw;tom single wl~cw envelope wllh 1 oorcr Ink being printed on the front, back and Inside or fh1;1 eiwelope_ Price call go dDWn or up as, naqulremenls change tJir otcler ouenl!ltles cl'1eno:e.

Agreement with TnfoSend, Inc,/Fee Schedule/Exhibit B
Rev. 02/01/15

Pe~ RFP Spec custom $.0,013 Cost lo n;iCfSate !he current ralllm envelope ; '9 Rab.Im Envelope
(liO,OOD plj'r month) Price Ii; for 1Z-tr10<11lh i;rtrlsre al a lime m cuijlom envelope INilh 1 eolot Ink being printed on the front of the envelope. Prli;:e can go up oc down as racitrltements chani:ie or order Quanl!Ue& chani:ie.

Altemstlve, Slahdlffli $0.013 Per lnJoSeJid slandaro dooble wlndq,,1/ ou:tgolng envelope wfth J10 outgoing Rrl\relope i;;ecuHty lllnland plai.llc.lllm pro!sclilng Iha windows (with !his opUon lhe meil lng ac;fdr~s ani;I talilrn adm'esa 1m1 printed on the bin).

A!temaUve- Slanda.td #i $0.012 Per lnfoSend standard alhgla 'lindow one CQIOr prlnling on lhe Relum Envelope front, b,ick and lnslde ol the 2211> papet stnck return e1111al0pe Wl!li security lint and plas1ic fllm prolecling the windows,{wfth lhl!l op~on the ma] lng actdress ia printed on lhe remlllruic.a stub}. Th!l58 an11alopB'll use sustainably logged paper .
other Sentlcea
HetjJ ·Deak Support (toal $0.0 0 Them are no help deS<k costs.

PIN' month)
Piofe&$1oilal Setvlcltti $150.0ll A Slatsment of Woik wm be provided for every change raquesl lhourhl ratel after Go l..Ne.

Optional Semcea
1!!19'llron:lc Addi'B11a $().003 P1;1r mall piece coat to prncesi, m.allirig addressll$ uslng the Updates - NCOAUnk or Nallonal Cllange of Addr= {NCOA} dalabese. Bills ate marred to ACS !he new address .

Document Imaging $0,0D5 Thi.:!! Is U,e CQS1. to Image l!he dOOtJments fOr onllne storage . lmages (63.000 per month) are transi'erred to lnfoSemfs Prtnt Image Amhlvln9 web appllc.aHoo (storage costs on IJne bi;tlow). They a:ra al&! slora4 oo up ta 1 CD {FlnalCkx: CD product) per mon1h and shipped to Iha Clty for long- term ardllvlng {no exl:la cost for !he CD}. AddlUon;;illy lhe,y can be transferred tci the Clty's netwcxk at no a,ddlUonal cost (FlnalDoc Transfer s.ervroa).

Optional Duplex fee $0.005 Upgrade to full oolor printed on both sides, base prlc.e of bll ioclu-des 4 colors front (full color) a oo 1 color back. This upgrade !Nill make Ml color-duplex print
DooU:inent Storage $0.0025 This is tt,e cost to store Iha Images onlfne far 24 monlhs from the (63,00D per m.onth) maN date . Ima ges catl be stored onflne for 48 months for $0.01 pa:r image, and for SO monlhs for $Cl.0125 pet Image.

Document Accna $0.00 No cost ror document aC-CBSs
(153,000 Images per
month\
llallMilrge Coal l!iB total of $0.13 per plai:8 to perfonn & mall merge E1:11d print (prlce per piece) and mall 1 page documents lhat are formatted lo us.a lnfi>Send's standaro doublf/ window outgof.ng envelope and standard 5'lngle window return emrelope . Prioe assumes mallin g, wHJ haYB at least 20,000 addresses . No sell.Ip fee. Subtract $0.013 from malertals cost ir no rewm a,n11el~pe ls raqulrad .

BangT.aU fmllefopel!I $0.077 par Prloa ror -1-mo nth ottlers or BangTa!f en11td0pas. Prloe goes down ~iece if largar 1'.m:lera are placed.
3 Agreement with InfoSend, Inc ./Fee Schedule /Exhibit B Rev. 02/01/15

"Hou&e Holding" ~ See No cost to prov id'-a lhjs service if the pag-as m fn lh-a regular oulgoing grouping multiple Oescripbion envelope . U lhere are IOo· many pages grouped together to fit in the statements with the same . regular oolgoing envelop e then they are inser1ed by hand into a llat maillng addreu together e,welope and a ,S0.25 labor surcha;rge applies a.nd Lhe oost of the l.n the same outgoing flat envelope is S0.16. Using hoose holding saves Iha City money envelope. beca use it reduces p,ostage costs.

Postage lleposit
lnfo Send pwchasas l!ha postage ne'!lded lo mBJI Clienl documents on lhg day or ntailing. Trni posta ge charges are later lnvrnoed lo Client based on LM Cllenrs payment terms. lnfOSend requires Crient lo submi t a poslage deposi1 prior to l!he lil'.st mailing to faclli1ate the payment t.emi!s. This amount will remain in depcoM for 1/ie d 1.1ra ti□ n of the Agraemanl Upon Agreement axpiral1K111 or termination Client must pay in full any oo!sta ndi'ng• mvoi ces frlliln lnfOSend for payables orea ted 1.1nder this Agreeme nt; the pa.S,tage deposi l ..... 111 be refunded ...,.ith[n fiifleen {15} days of Iha dalg lhat Ina las! ope n invoice is pa id.

The postage depos il is subj.eel t.o an annual review and may be adjusted t □ atcounf for cllang es la O ienl ave rage maiLing volume or changes to, USPS pOslage ralea. There will be no more Lhen one adjustment requealed per ysar, if a.t aJJ.

The postage deposit amoont is calculated by mulllp-lyin,g lhe esirmated num ber mail pieces per monlh by the current 5-Digil pre-sor1ad firsl class postage rate. The poslag9 dep,ostt amount due for yoor accou nt is:
i;>.O. amount on account : $22,680.00
Tem1s: Net 30
Agreement with TnfoSend, Inc ./Fee Schedule/Exhibit B
Rev. 02/01/15
4

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANT A CLARA, CALIFORNIA,
AND
INFOSEND, INC.

EXHIBITC

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

Agreement with InfoSend, Inc./lnsurance Requirements/Exhibit C Rev. 02/01/15

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO f01m CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.

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

C. WORKERS ' COMPENSATION

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

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

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

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

1. 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 Contractor's work for City , using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 3 7 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 insuranc e as respects to, and not requiring contribution from, any other insurance which the Agreement with InfoSend, Inc./Insurance Requirements /Exhibit C Rev. 02/01/15
Pag e 2 of 4
Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance .

3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non­ payment of premiums shall be effective until written notice has been given to City at least ten ( 10) days prior to the effective date of such modification or cancellation. In the event of non-renewal , written notice shall be given at least ten (10) days prior to the effective date of non­ renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation 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 . 1n the event of non-rene wal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.

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

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

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performanc e of the Services by Contractor, provide the same minimum insurance coverage required of Contractor , except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement.

Contractor agrees that upon request by City, all agreements with, and insuranc e compliance documents provid ed 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 res erves 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 refer ence to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirement s. There shall be no recourse against City for payment of premium s or other amounts with respect thereto.

Agreement with lnfoSend, Inc./Insurance Requirements/Exhibit C Rev. 02/01/15

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

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

G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting oflnsurance Services Office (ISO) endorsement forms or their equivalent and the ACORD f01m 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 requir ed to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara - Finance Department
P.O. Box 100085 - S2 or 1 Ebix Way
Duluth, GA 30096
Telephone number:

Fax number:

Email address :

H. QUALIFYING INSURERS
John 's Creek, GA 30097
951-766-2280
770-325-0409
[email protected]
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with InfoSend, lnc./Insurance Requirem ents/Exhibit C Rev. 02/01/15

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
INFOSEND, INC.

EXHIBITD

ETHICAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO AN

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

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

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

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

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

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

Agreement with Info Send, Inc./Ethical Standards for Contractors/Exhibi t D Rev. 02/01/15
Page I of2

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

B. The City may also tem1inate this Agreement in the event any one or more of the following occurs:

1. The City detennines that Contractor no longer has the financial capability 4 or business experience 5 to perform the terms of, or operate under, this Agreement; or,

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

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

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

Loss of personnel deemed essential by the City for the successful perf01mance of the obligations of the Contractor to the City.

Agreement with lnfoSend, Inc./Ethical Standards for Contractors/Exhibit D Rev. 02/01/15

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANT A CLARA, CALIFORNIA,
AND
INFOSEND, INC.

EXHIBITE

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

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

The above assertions are true and correct and are made under penalty of pe1jury under the laws of the State of California.

INFOSEND, INC.
a corporation
By ~ ~ S ~~son or Representative
Name: Russ Rezai
Title: President

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

Agreement with InfoSend, Inc.I Affidavit of Compliance/Exhibit E Rev. 02/01/15

ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.

State of California
County of Orange
On - -~-+/_7_/~l ....... f ____ before me, l M i II), %il, lllo-b,r, 'Pudz/4c, (insert name title of the of~er)
personally appeared R 1&22 JZ -e.1..0t-,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name($) is/?fe subscribed to the within instrument and acknowledged to me that he/sb,e/tlwy executed the same in his/her/their authorized capacity~), and that by his/~r signature(,s') on the instrument the person(~ , or the entity upon behalf of which the person(~ acted, executed the instrument.

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

WITNESS my hand and official seal.
(Seal)
LORIN. HING
COMM. #2118355 z
Notary Public • California ~
Orange County -
Comm. Ex Ires Au , 1, 2019

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE
(Not Applicable)

CITY OF SANT A CLARA, CALIFORNIA,
AND
INFOSEND, INC.

EXHIBITF

MILESTONE SCHEDULE
Agreement with InfoSend, lnc./Milestone Schedule /Exhibit F Rev. 02/01/15
Page I of I
Ebix Insurance No. S200002618
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
INFOSEND, INC.

PREAMBLE
This agreement ("Amendment No. 1 ") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and lnfoSend, 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. The Parties previously entered into an agreement entitled "Agreement for the Performance of Services by and between the City of Santa Clara, California and lnfoSend, Inc.", dated June 7, 2017 (Agreement); and
B. The Parties entered into the Agreement for the purpose of having Contractor provide bill print and mail services, and the Parties now wish to amend the Agreement to extend the term of the agreement through June 30, 2021, pursuant to the renewal terms of the Agreement.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 5 of the Agreement, entitled "Term of Agreement", is amended to read as follows:

Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate on June 30, 2021, subject to one optional one-year renewal.

2. Exhibit B of the Agreement, entitled "Fee Schedule", is hereby amended to read as shown in First Revised Exhibit B, attached and incorporated into this Amendment No. 1.

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

Amendment No. 1 to Agreement/lnfoSend, Inc.

Rev. 10/25/2019

The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives. ,d_,1)3 IAN DOYLE
rftl"'.,. C ty Attorney

CITY OF SANT A CLARA, CALIFORNIA
a chartered California municipal corporation
Dated: Co, lM1-0w
b~~NTANA
,r City ager
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
INFOSEND, INC.
a California corporation
Dated: ) >-&, J
By (Signature): / z47._=
Name: ' Russ·Reza~
Title: President
Principal Place of 4240 East La\ Palma Ave.

Business Address: Anaheim, CA 92807
Email Address: [email protected]
Telephone: (800) 955-9330
Fax: (714) 993-1306
"CONTRACTOR"
Amendment No. 1 to Agreement/lnfoSend, Inc.

Rev. 10/25/2019

1. Maximum Compensation

FIRST REVISED EXHIBIT B

FEE SCHEDULE
The maximum compensation City will pay the Contractor for services and materials under this Agreement shall not exceed One Million Seven Hundred Thousand Dollars ($1,700,000) during the term of the Agreement, including the renewal periods, subject to annual budget appropriations.

Any additional services or materials requested by the City that would exceed the preceding maximum amount will be addressed in an Amendment to the Agreement.

2. Fees
The pricing set forth in this First Revised Exhibit B is effective from July 1, 2020.

Services
Bill and Notice Data
Processing and printing -
(60,000 per month)
Mail Prep (63,000 per
month)
Insert Processing and
Printing (300,000 per
month)
Machine Inserting of
Inserts into bill acka es
Mail Delivery to USPS
63,000 er month
Postage (63,000 mailings
per month)
Materials Pricin
Paper Stock for Bills
and Notices (60,000 per
month)
Paper Stock for
Correspondence (3,000
er month
$0.0196 Per page. Includes address validation and presorting. per piece Black simplex printing onto a pre-printed form. $0.0279 Per page. Bill is folded and inserted (along with the per piece return envelope if there is one) and delivered to the ost office within 1 business da .
$0.0155 This pricing was specific to your sample "Mission per piece City Scenes Insert" we were referred to as your reference. This is a larger insert and accounts for a
significant portion of the insert page volume
indicated.
$0.0052 Same cost applies for inserting lnfoSend-printed Per Piece inserts and Cit - rovided inserts.
$0.00 No mail delivery fees
Pass­
Through
Lowest possible postage will be applied based on
your billing file and CASS and pre-sort results. At
the present time $0.35 is the lowest possible rate -
it is the First Class 5-Digit pre-sorted rate offered by the USPS. Higher postage rates apply for mail
pieces that: weigh more than 2 oz, are addressed to
a foreign address (you have the option of
suppressing these), or contain an undeliverable
address.
$0.0134 Per page. Custom Form up to 3 color printing on 24# paper with a perforation. The bill stock uses
normal paper, you can use recycled stock for an
additional $0.004 er sheet.
$0.0134 24# pound paper. The bill stock uses normal paper, you can use recycled stock for an additional $0.004
er sheet.

Amendment No. 1 to Agreement/lnfoSend, Inc.

Rev. 10/25/2019

Envelopes
Per RFP Spec Custom
#10 Outgoing Envelope
(60,000 per month)
Per RFP Spec Custom
#9 Return Envelope
(60,000 per month)
Alternative- Standard
#10 Outgoing Envelope
Alternative- Standard #9
Return Envelope
Other Services
Help Desk Support (cost
er month
Professional Services
(hourly rate)
Electronic Address
Updates - NCOALink or
ACS
Document Imaging
(63,000 per month)
Envelopes use sustainably logged paper, which is the
equivalent or superior to recycled paper as there are no chemicals used in the recycling process. If you wish to use recycled content envelopes add $0.004 to the price of each envelo e.

Per Cost to recreate the current outgoing envelope:

Order
$0.022
$0.0155
$0.0137
$0.00
$150.00
$0.003
$0.005
Price is for 6-month orders at a time of custom
single window envelope with 1 color ink being
printed on the front, back and inside of the
envelope. Price can go down or up as requirements
change
or order uantities chan e.

Cost to recreate the current return envelope:

Price is for 12-month orders at a time of custom
envelope with 1 color ink being printed on the front of the envelope. Price can go up or down as
requirements chan e or order quantities change.

Per lnfoSend standard double window outgoing
envelope with security tint and plastic film protecting the windows (with this option the mailing address
and return address are printed on the bill .

Per lnfoSend standard single window one color
printing on the front, back and inside of the 22Ib
paper stock return envelope with security tint and
plastic film protecting the windows, (with this option
the mailing address is printed on the remittance
stub). These envelopes use sustainably logged
paper.

There are no help desk costs.

A Statement of Work will be provided for every
chan e re uest after Go Live.

Per mail piece cost to process mailing addresses
using the National Change of Address (NCOA)
database. Bills are mailed to the new address.

This is the cost to image the documents for online
storage. Images are transferred to lnfoSend's Print
Image Archiving web application (storage costs on
line below). They are also stored on up to 1 CD
(FinalDoc CD product) per month and shipped to
the City for long- term archiving (no extra cost for
the CD). Additionally they can be transferred to the
City's network at no additional cost (FinalDoc
Transfer service .

Amendment No. 1 to Agreement/lnfoSend, Inc.

Rev. 10/25/2019

Optional Duplex fee $0.005 Upgrade to full color printed on both sides, base pricE of bill includes 4 colors front (full color) and 1 color back This upgrade will make full color-duplex print.

Document Storage $0.0025 This is the cost to store the images online for 24 (63,000 per month) months from the mail date. Images can be stored online for 48 months for $0.01 per image, and for
60 months for $0.0125 per imaqe.

Document Access $0.00 No cost for document access
(63,000 images per
month)
Mail Merge (price per Cost is a total of $0.13 per piece to perform a mail piece) merge and print and mail 1 page documents that
are formatted to use lnfoSend's standard double
window outgoing envelope and standard single
window return envelope. Price assumes mailing will
have at least 20,000 addresses. No setup fee.

Subtract $0.013 from materials cost if no return
envelope is required.

BangTail Envelopes $0.077 Price for 1-month orders of BangTail envelopes. per piece Price goes down if larger orders are placed.
"House Holding" - See No cost to provide this service if the pages fit in the grouping multiple Description regular outgoing envelope. If there are too many statements with the same pages grouped together to fit in the regular outgoing mailing address together envelope then they are inserted by hand into a flat in the same outgoing envelope and a $0.25 labor surcharge applies and envelope. the cost of the flat envelope is $0.16. Using house holding saves the City money because it reduces
postaqe costs.

Postage Deposit
lnfoSend purchases the postage needed to mail Client documents on the day of mailing. The postage charges are later invoiced to Client based on the Client's payment terms. lnfoSend requires Client to submit a postage deposit prior to the first mailing to facilitate the payment terms.

This amount will remain in deposit for the duration of the Agreement. Upon Agreement expiration or termination, Client must pay in full any outstanding invoices from lnfoSend for payables created under this Agreement; the postage deposit will be refunded within fifteen (15) days of the date that the last open invoice is paid.

The postage deposit is subject to an annual review and may be adjusted to account for changes to Client average mailing volume or changes to the USPS postage rates. There will be no more than one adjustment requested per year, it at all.

The postage deposit amount is calculated by multiplying the estimated number mail pieces per month by the current 5-Digit presorted first class postage rate. The postage deposit amount due for your account is:

P.O. amount on account: $22,680.00
Terms: Net 30
Amendment No. 1 to AgreemenUlnfoSend, Inc.

Rev. 10/25/2019

Ebix Insurance No. S200002618
AMENDMENT NO. 2

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
INFOSEND, INC.

PREAMBLE
This agreement ("Amendment No. 2") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and lnfoSend, 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. The Parties previously entered into an agreement entitled "Agreement for the Performance of Services by and between the City of Santa Clara, California and lnfoSend, Inc.", dated June 7, 2017 (Agreement);

8. The Agreement was previously amended by Amendment No. 1, dated June 3, 2020, and is again amended by this Amendment No. 2. The Agreement and all previous amendments are collectively referred to herein as the "Agreement as Amended"; and
C. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide bill print and mail services, and the Parties now wish to amend the Agreement as Amended to extend the term of the agreement through June 30, 2022, pursuant to the renewal terms of the Agreement.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 5 of the Agreement as Amended, entitled 'Term of Agreement" is amended to read as follows:

Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate on June 30, 2022.

2. Exhibit B of the Agreement, entitled "First Revised Fee Schedule", is hereby amended to read as shown in Second Revised Exhibit B, attached and incorporated into this Amendment No. 2.

Amendment No. 2 to Agreement/lnfoSend, Inc.

Rev. 10/25/2019

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

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

AN DOYLE
~ ity Attorney

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
¥ DEANN
City Man er
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone : (408) 615-2210
Fax: (408) 241-6771
INFOSEND, INC.
a California corporation
Dated: fi / ) )... ( :J- u ..J- /
By (Signature) : ,~ ?
Name: Russ R~ -==-
Title: President
Principal Place of 4240 East La Palma Ave.

Business Address: Anaheim , CA 92807
Email Address: [email protected]
Telephone : (800) 955-9330
Fax: (714) 993-1306
"CONTRACTOR"
Amendment No. 2 to Agreement/lnfoSend, Inc.

Rev. 10/25/2019

1. Maximum Compensation

SECOND REVISED EXHIBIT B

FEE SCHEDULE
The maximum compensation City will pay the Contractor for services and materials under this Agreement shall not exceed One Million Seven Hundred Thousand Dollars ($1,700,000) during the term of the Agreement, including the renewal periods, subject to annual budget appropriations.

Any additional services or materials requested by the City that would exceed the preceding maximum amount will be addressed in an Amendment to the Agreement.

2. Fees
The pricing set forth in this Second Revised Exhibit Bis effective from July 1, 2021 through June 30, 2022.

II and Notice Data
Processing and printing -
60,000 er month
Mail Prep (63,000 per
month)
Insert Processing and
Printing (300,000 per
month)
Machine Inserting of
Inserts into bill acka es
Mail Delivery to USPS
(63,000 er month
Postage (63,000 mailings
per month)
Materials Pricin
Paper Stock for Bills
and Notices (60,000 per
month)
$0.0199
per piece
$0.0284
per piece
$0.0158
per piece
$0.0053
Per Piece
$0.00
Pass­
Through
$0.0136
Amendment No. 2 to AgreemenUlnfoSend, Inc,
Rev. 10/25/2019
Per page. Includes address validation and presorting.

Black simplex printing onto a pre-printed form.

Per page. Bill is folded and inserted (along with the
return envelope if there is one) and delivered to the
ost office within 1 business da .

This pricing was specific to your sample "Mission
City Scenes Insert" we were referred to as your
reference. This is a larger insert and accounts for a
significant portion of the insert page volume
indicated.

Same cost applies for inserting lnfoSend-printed
inserts and Cit - rovided inserts.

No mail delivery fees
Lowest possible postage will be applied based on
your billing file and CASS and pre-sort results. At
the present time $0.35 is the lowest possible rate -
it is the First Class 5-Digit pre-sorted rate offered by the USPS. Higher postage rates apply for mail
pieces that: weigh more than 2 oz, are addressed to
a foreign address (you have the option of
suppressing these), or contain an undeliverable
address.

Per page. Custom Form up to 3 color printing on
24# paper with a perforation. The bill stock uses
normal paper, you can use recycled stock for an
additional $0.004 er sheet.

Paper Stock for
Correspondence (3,000
per month)
Envelopes
Per RFP Spec Custom
#1 0 Outgoing Envelope
(60,000 per month)
Per RFP Spec Custom
#9 Return Envelope
(60,000 per month)
Alternative- Standard
#10 Outgoing Envelope
Alternative- Standard #9
Return Envelope
Other Services
Help Desk Support (cost
oer month)
Professional Services
(hourly rate)
Optional Services
Electronic Address
Updates - NCOALink or
ACS
$0.0136 24# pound paper. The bill stock uses normal paper, you can use recycled stock for an additional $0.004
per sheet.

Envelopes use sustainably logged paper, which is the
equivalent or superior to recycled paper as there are no chemicals used in the recycling process. If you wish to use recycled content envelopes add $0.004 to the price of each envelope.

Per
Order
$0.0224
$0.0158
$0.0139
$0.00
$152.55
$0.0031
Cost to recreate the current outgoing envelope:

Price is for 6-month orders at a time of custom
single window envelope with 1 color ink being
printed on the front, back and inside of the
envelope. Price can go down or up as requirements
change
or order auantities change.

Cost to recreate the current return envelope:

Price is for 12-month orders at a time of custom
envelope with 1 color ink being printed on the front of the envelope. Price can go up or down as
requirements change or order quantities change.

Per lnfoSend standard double window outgoing
envelope with security tint and plastic film protecting the windows (with this option the mailing address
and return address are orinted on the bill).

Per lnfoSend standard single window one color
printing on the front, back and inside of the 22Ib
paper stock return envelope with security tint and
plastic film protecting the windows, (with this option
the mailing address is printed on the remittance
stub). These envelopes use sustainably logged
paper.

There are no help desk costs.

A Statement of Work will be provided for every
chanae reauest after Go Live.

Per mail piece cost to process mailing addresses
using the National Change of Address (NCOA)
database. Bills are mailed to the new address.

Amendment No. 2 to Agreement/lnfoSend, Inc.

Rev. 10/25/2019

Document Imaging $0.0051 This is the cost to image the documents for online (63,000 per month) storage. Images are transferred to lnfoSend's Print Image Archiving web application (storage costs on
line below). They are also stored on up to 1 CD
(FinalDoc CD product) per month and shipped to
the City for long- term archiving (no extra cost for
the CD). Additionally they can be transferred to the
City's network at no additional cost (FinalDoc
Transfer service).

Optional Duplex fee $0.0051 Upgrade to full color printed on both sides, base price of bill includes 4 colors front (full color) and 1 color back This upgrade will make full color-duplex print.

Document Storage $0.0025 This is the cost to store the images online for 24 (63,000 per month) months from the mail date. Images can be stored online for 48 months for $0.01 per image, and for
60 months for $0.0125 per imaqe.

Document Access $0.00 No cost for document access
(63,000 images per
month)
Mall Merge (price per Cost is a total of $0.13 per piece to perform a mail piece) merge and print and mail 1 page documents that
are formatted to use lnfoSend's standard double
window outgoing envelope and standard single
window return envelope. Price assumes mailing will
have at least 20,000 addresses. No setup fee.

Subtract $0.013 from materials cost if no return
envelope is required.

BangTail Envelopes $0.0783 Price for 1-month orders of BangTail envelopes. per piece Price goes down if larger orders are placed.
"House Holding" - See No cost to provide this service if the pages fit in the grouping multiple Description regular outgoing envelope. If there are too many statements with the same pages grouped together to fit in the regular outgoing mailing address together envelope then they are inserted by hand into a flat in the same outgoing envelope and a $0.25 labor surcharge applies and envelope. the cost of the flat envelope is $0.16. Using house holding saves the City money because it reduces
postaae costs.

Postage Deposit
lnfoSend purchases the postage needed to mail Client documents on the day of mailing. The postage charges are later invoiced to Client based on the Client's payment terms. lnfoSend requires Client to submit a postage deposit prior to the first mailing to facilitate the payment terms.

This amount will remain in deposit for the duration of the Agreement. Upon Agreement expiration or termination, Client must pay in full any outstanding invoices from lnfoSend for payables created under this Agreement; the postage deposit will be refunded within fifteen ( 15) days of the date that the last open invoice is paid.

Amendment No. 2 to AgreemenVlnfoSend, Inc.

Rev. 10/25/2019

The postage deposit is subject to an annual review and may be adjusted to account for changes to Client average mailing volume or changes to the USPS postage rates. There will be no more than one adjustment requested per year, it at all.

The postage deposit amount is calculated by multiplying the estimated number mail pieces per month by the current 5-Digit presorted first class postage rate. The postage deposit amount due for your account is:

P.O. amount on account: $22,680.00
Terms: Net 30
Amendment No. 2 to AgreemenUlnfoSend, Inc.

Rev. 10/25/2019

21-1049

REPORT TO COUNCIL

SUBJECT
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
Agenda Date: 10/26/2021
Action on Amendments to Agreements with Smart Energy Systems, Inc. and lnfoSend, Inc. for a Customer Service Portal and Bill Print and Mail Services, respectively

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The Municipal Services Division of the Finance Department ("Division") is responsible for measuring water/electric consumption, generating accurate bills, collecting revenue, and providing customer service for the City's utility customers. The Division utilizes a utility billing system that integrates with, and are dependent on, several applications to manage and streamline its operation including meter data management, bill print and delivery, payment collection, and customer service.

The Division is currently managing several projects to streamline operations, improve customer service, and replace end-of-life systems. Such projects include upgrading the Utility Billing System, Customer Self-Service Portal and Municipal Services Contact Center System, and replacing the end­ of-life meter reading and cashiering systems. Others include providing support to external projects impacting the Division's operations, such as the transition of banking services to JPMorgan Chase, replacement of the City's permit system, and sunset of the SVP Green Power Residential Project.

The purpose of this report is to request authorization to amend agreements with Smart Energy Systems, Inc. for an online Customer Self-Service Portal and lnfoSend, Inc. for bill print and mail services to extend the term and increase maximum compensation.

DISCUSSION
Smart Energy Systems
On December 11, 2018, the City Council approved an agreement with Smart Energy Systems, Inc. (Agreement) for the purchase and implementation of a new cloud-hosted Customer Self-Service Portal for Electric, Water, Sewer, and Solid Waste Disposal utility services for residents and businesses. The Agreement was the outcome of a competitive Request for Proposal (RFP) pursuant to the City's purchasing rules. The Agreement expires on December 21, 2021.

The new portal will replace the existing, outdated self-service portal, enhancing the customer self­ service experience, streamlining the online payments of utility services, and improving customer communication and education. Implementation of the new portal was dependent on the completion of the Utility Billing System upgrade, which was delayed due to unforeseen changes needed to the City of Santa Clara Page 1 of 4 Printed on 10/28/2021
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21-1049 Agenda Date: 10/26/2021
system to address backlogs in billing due to automated meter installations and resource constraints.

Multiple projects driven by utility stakeholders requiring immediate assistance from key Finance staff, and COVID-19 Shelter in Place which suspended work on the project due to the emergency order to provide essential only services during the pandemic. The Utility Billing System upgrade went live in late summer 2021 and the issues associated with automated meter installations have been resolved; therefore, work can continue to complete implementation of the system, which is expected later this year/early next year.

The proposed Amendment No. 1 will extend the initial term of the agreement by three years, ending on December 21, 2024 to allow sufficient time to complete implementation of the system.

Amendment No.1 will also increase the maximum compensation by $396,194 for a revised not-to­ exceed amount of $1,653,343. Although behind schedule, system implementation is on budget per the original contract. The additional compensation is required to support the revised number of meter accounts and transactions as demonstrated in the table below:

Cost Elements Original Amended
Amount Amount
System Implementation (including travel expenses) $144,350 $141,350 Software Subscription (based on the number of meter $510,390 $761,993 accounts)
Transactions-Based Fees (inbound/outbound text $602,409 $750,000 notifications, Interactive Voice Response, debit/credit card processing fees, electronic check payment processing
fees, etc.)
Total $1,257,149 $1,653,343
The total cost for software licenses and number of transactions are forecast by staff and may change over the term of the agreement. Additionally, staff anticipates future changes to the system may be required in order to stay current with evolving payment technologies and customer service requirements. Therefore, staff is also requesting authority to execute future amendments to implement changes to the system that may be required and allow for ongoing use and support of the system.

After the initial term, price adjustments are capped at the lesser amount of 3% or the percent increase in the Consumer Price Index (CPI). Pass-through fees are not subject to the aforementioned cap and must be supported by a formal request justifying the increase. lnfoSend
In 2017, staff conducted a competitive procurement process resulting in the recommendation of award to lnfoSend, Inc. which was approved by the City Council. The agreement with lnfoSend terms out on June 30, 2022, inclusive of Amendments No. 1 and 2 that extended the agreement by two years from the three-year initial term.

As discussed in the Background section, the support of numerous projects was already putting a significant workload on staff prior to the COVID-19 pandemic. The impacts of COVID-19 further City of Santa Clara Page 2 of 4 Printed on 10/28/2021
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21-1049 Agenda Date: 10/26/2021
added to the Division's workload and shifting priorities. COVID-19 related actions included staffing the drive-up window, as well as implementing programs such as the California Arrears Payment Program as mandated by the State of California to provide relief to households experiencing financial hardships due to the economic impacts of the pandemic.

Staff is recommending extending the term of the agreement with lnfoSend for two additional years, ending in June 2024, which will allow the Division to focus its resources on higher priority work. Prior to June 2024, staff will conduct a competitive procurement process to assess the market for this service.

The maximum compensation under the current agreement is $1,700,000, which reflects an average annual spend of $340,000 to print and mail approximately 60,000 invoices per month. Amendment No. 3 to the Agreement will increase compensation by $680,000 for a revised not-to-exceed maximum compensation amount of $2,380,000.

Compensation under the agreement is based on a unit cost for data processing, printing, and mailing. lnfoSend has requested a 2.2% increase for the extended term effective July 1, 2022 through June 30, 2024. Staff has determined that this request is reasonable based on the Consumer Price Index annual increase of 3.7%.

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

FISCAL IMPACT
Agreement with Smart Energy Systems. Inc. for a Customer Self-Service Portal Funding is provided in the FY 2021/22 Adopted Capital Improvement Budget in the Utility Management Information Systems (UMIS) Enhancements Project budgeted in the General Government Capital Fund. The FY 2021/22 project budget is sufficient to cover the project cost, including the $396,194 in additional cost.

Agreement with lnfoSend, Inc. for Bill Print and Mail Services The Municipal Services Division in the Finance Department has sufficient funding in the FY 2021/22 & 2022/23 Adopted Biennial Operating Budget to cover the estimated annual cost of $340,000.

Funding for future years is subject to Council appropriations.

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City's official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City's website and in the City Clerk's Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk's Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the City of Santa Clara Page 3 of 4 Printed on 10/28/2021
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21-1049
public information desk at any City of Santa Clara public library.

RECOMMENDATION
Agenda Date: 10/26/2021

1. Authorize the City Manager to execute Amendment No. 1 to the Agreement with Smart Energy Systems, Inc. for a cloud-hosted Customer Self-Service Portal to extend the term of the agreement by three years ending on December 31, 2024 and increase maximum compensation by $396,194 for a revised not to exceed amount of $1,653,343, subject to the appropriation of funds;

2. Authorize the City Manager to execute future amendments to the agreement with Smart Energy Systems, Inc. to extend the term and adjust compensation in the event staff's estimates of usage are exceeded and to cover any changes to system requirements, subject to the appropriation of funds; and

3. Authorize the City Manager to execute Amendment No. 3 to the Agreement with lnfoSend, Inc. for Bill Print and Mail Services to extend the term of the agreement by two years ending on June 30, 2024, and increase maximum compensation by $680,000 for a revised not to exceed amount of $2,380,000, subject to the appropriation of funds.

Reviewed by: Kenn Lee, Director of Finance
Approved by: Deanna J. Santana, City Manager

ATTACHMENTS

2. 2018 Agreement with Smart Energy Systems, Inc.

2. Amendment No. 1 to the Agreement with Smart Energy Systems, Inc.

3. 2017 Agreement with lnfoSend, Inc.

4. Amendment No. 1 to the Agreement with lnfoSend, Inc.

5. Amendment No. 2 to the Agreement with lnfoSend, Inc.

6. Amendment No. 3 to the Agreement with lnfoSend, Inc.

City of Santa Clara Page 4 of 4 Printed on 10/28/2021
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Ebix Insurance No. S200002618
AMENDMENT NO. 3

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
INFOSEND, INC.

PREAMBLE
This agreement ("Amendment No. 3") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and lnfoSend, 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. The Parties previously Emtered into an agreement entitled "Agreement for the Performance of Services by and between the City of Santa Clara, California and lnfoSend, Inc.", dated June 7, 2017 (Agreement);
B. The Agreement was previously amended by Amendment No. 1, dated June 3, 2020, Amendment No. 2, dated May 21, 2021, and is again amended by this Amendment No. 3. The Agreement and all previous amendments are collectively referred to herein as the "Agreement as Amended"; and
C. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide bill print and mail services, and the Parties now wish to amend the Agreement as Amended to extend the term of the agreement through June 30, 2024 and increase compensation by Six Hundred Eighty Thousand Dollars ($680,000) for a revised not-to-exceed maximum compensation amount of Two Million Three Hundred Eighty Thousand Dollars ($2,380,000).

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

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

Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate on June 30, 2024.

Amendment No. 3 to Agreement/lnfoSend, Inc.

Rev. 10/25/2019

2. Exhibit B of the Agreement as Amended, entitled "Second Revised Fee Schedule", is hereby amended to read as shown in Third Revised Exhibit B, attached and incorporated into this Amendment No. 3.

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

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

CITY OF SANTA CLARA , CALIFORNIA
a chartered California municipal corporation
'
Dated: 11/1cz bCP (
City Attorney
Santa Clara
· l~J ·-'4~ r,
D ANNA J. SANT~
City Manager
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
INFOSEND , INC.
a California corporation
Title: President
Principal Place of 4240 East La Palma Ave.

Business Address: Anaheim, CA 92807
Email Address: [email protected]
Telephone: (800) 955-9330
Fax: (714) 993-1306
"CONTRACTOR"
Amendment No. 3 to Agreement/lnfoSend, Inc.

Rev. 10/25/2019

1. Maximum Compensation

THIRD REVISED EXHIBIT B

FEE SCHEDULE
The maximum compensation City will pay the Contractor for services and materials under this Agreement shall not exceed Two Million Three Hundred Eighty Thousand Dollars ($2,380,000) during the term of the Agreement, subject to annual budget appropriations. Any additional services or materials requested by the City that would exceed the preceding maximum amount will be addressed in an Amendment to the Agreement.

2. Fees
The pricing set forth in this Third Revised Exhibit B is effective from July 1, 2022 through June 30, 2024.

II and Notice Data
Processing and printing -
60,000 er month
Mail Prep (63,000 per
month)
Insert Processing and
Printing (300,000 per
month)
Machine Inserting of
Inserts into bill acka es
Mail Delivery to USPS
63,000 er month
Postage (63,000 mailings
per month)
Materials Pricin
Paper Stock for Bills
and Notices (60,000 per
month)
Paper Stock for
Correspondence (3,000
er month
$0.0203
per piece
$0.0290
per piece
$0.0161
per piece
$0.0054
Per Piece
$0.00
Pass­
Through
$$0.0138
$0.0139
Amendment No. 3 to AgreementllnfoSend, Inc.

Rev. 10/25/2019
Per page. Includes address validation and presorting.

Black simplex printing onto a pre-printed form.

Per page. Bill is folded and inserted (along with the
return envelope if there is one) and delivered to the
post office within 1 business da .

This pricing was specific to your sample "Mission City
Scenes Insert" we were referred to as your reference.

This is a larger insert and accounts for a significant
ortion of the insert a e volume indicated.

Same cost applies for inserting lnfoSend-printed
inserts and Cit - rovided inserts.

No mail delivery fees
Lowest possible postage will be applied based on
your billing file and CASS and pre-sort results. At the present time $0.35 is the lowest possible rate - it is
the First Class 5-Digit pre-sorted rate offered by the
USPS. Higher postage rates apply for mail pieces
that: weigh more than 2 oz, are addressed to a
foreign address (you have the option of suppressing
these , or contain an undeliverable address.

Per page. Custom Form up to 3 color printing on 24#
paper with a perforation. The bill stock uses normal
paper, you can use recycled stock for an additional
$0.004 er sheet.
24# pound paper. The bill stock uses normal paper,
you can use recycled stock for an additional $0.004
er sheet.

Envelopes
Per RFP Spec Custom
#10 Outgoing Envelope
(60,000 per month)
Per RFP Spec Custom
#9 Return Envelope
(60,000 per month)
Alternative- Standard
#10 Outgoing Envelope
Alternative- Standard #9
Return Envelope
Other Services
Help Desk Support (cost
er month
Professional Services
(hourly rate)
Electronic Address
Updates - NCOALink or
ACS
Document Imaging
(63,000 per month)
Envelopes use sustainably logged paper, which is the
equivalent or superior to recycled paper as there are no chemicals used in the recycling process. If you wish to use recycled content envelopes add $0.004 to the price of each envelo e.

Per Cost to recreate the current outgoing envelope:

Order
$0.0229
$0.0161
$0.0142
Price is for 6-month orders at a time of custom single
window envelope with 1 color ink being printed on the
front, back and inside of the envelope. Price can go
down or up as requirements change
or order uantities chan e.

Cost to recreate the current return envelope:

Price is for 12-month orders at a time of custom
envelope with 1 color ink being printed on the front of the envelope. Price can go up or down as
re uirements chan e or order uantities chan e.

Per lnfoSend standard double window outgoing
envelope with security tint and plastic film protecting the windows (with this option the mailing address
and return address are rinted on the bill .

Per lnfoSend standard single window one color
printing on the front, back and inside of the 22Ib
paper stock return envelope with security tint and
plastic film protecting the windows, (with this option
the mailing address is printed on the remittance
stub). These envelopes use sustainably logged
a er.
$0.00 There are no help desk costs.
$155.91 A Statement of Work will be provided for every
chan e re uest after Go Live.
$0.0032 Per mail piece cost to process mailing addresses using the National Change of Address (NCOA)
database. Bills are mailed to the new address.
$0.0052 This is the cost to image the documents for online storage. Images are transferred to lnfoSend's Print
Image Archiving web application (storage costs on
line below). They are also stored on up to 1 CD
(Final Doc CD product) per month and shipped to the
City for long- term archiving (no extra cost for the
CD). Additionally they can be transferred to the
City's network at no additional cost (FinalDoc
Transfer service .

Amendment No. 3 to Agreement/lnfoSend, Inc.

Rev. 10/25/2019

Optional Duplex fee $0.0052 Upgrade to full color printed on both sides, base price o bill includes 4 colors front (full color) and 1 color back This upgrade will make full color-duplex print.

Document Storage $0.0026 This is the cost to store the images online for 24 (63,000 per month) months from the mail date. Images can be stored online for 48 months for $0.01 per image, and for 60
months for $0.0125 per image.

Document Access $0.00 No cost for document access
(63,000 images per
month)
Mail Merge (price per Cost is a total of $0.13 per piece to perform a mail piece) merge and print and mail 1 page documents that are formatted to use lnfoSend's standard double window
outgoing envelope and standard single window
return envelope. Price assumes mailing will have at
least 20,000 addresses. No setup fee. Subtract
$0.013 from materials cost if no return envelope is
required.

BangTail Envelopes $0.0800 Price for 1-month orders of BangTail envelopes. per piece Price goes down if larger orders are placed.
"House Holding" - See No cost to provide this service if the pages fit in the grouping multiple Description regular outgoing envelope. If there are too many statements with the same pages grouped together to fit in the regular outgoing mailing address together envelope then they are inserted by hand into a flat in the same outgoing envelope and a $0.25 labor surcharge applies and envelope. the cost of the flat envelope is $0.16. Using house holding saves the City money because it reduces
postage costs.

Postage Deposit
lnfoSend purchases the postage needed to mail Client documents on the day of mailing. The postage charges are later invoiced to Client based on the Client's payment terms. lnfoSend requires Client to submit a postage deposit prior to the first mailing to facilitate the payment terms.

This amount will remain in deposit for the duration of the Agreement. Upon Agreement expiration or termination, Client must pay in full any outstanding invoices from lnfoSend for payables created under this Agreement; the postage deposit will be refunded within fifteen (15) days of the date that the last open invoice is paid.

The postage deposit is subject to an annual review and may be adjusted to account for changes to Client average mailing volume or changes to the USPS postage rates. There will be no more than one adjustment requested per year, it at all.

The postage deposit amount is calculated by multiplying the estimated number mail pieces per month by the current 5-Digit presorted first class postage rate. The postage deposit amount due for your account is:

P.O. amount on account: $22,680.00
Terms: Net 30
Amendment No. 3 to Agreement/lnfoSend, Inc.

Rev. 10/25/2019

Ebix Insurance No. S200002618
AMENDMENT NO. 4

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
INFOSEND, INC.

PREAMBLE
This amendment ("Amendment No. 4") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and lnfoSend, 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 the Performance of Services by and between the City of Santa Clara, California and lnfoSend, Inc.," dated June 7, 2017 (Agreement) for the purpose of having Contractor provide bill print and mail services;
B. The Agreement was previously amended by (i) Amendment No. 1, dated June 3, 2020, (ii) Amendment No. 2, dated May 21, 2021, (iii) Amendment No. 3, dated November 19, 2021, and (iv) is again amended by this Amendment No. 4. The Agreement and all previous amendments are collectively referred to herein as the "Agreement as Amended "; and
C. The Parties now wish to amend the Agreement as Amended to (i) extend the term of the agreement through December 31, 2024 and (ii) increase the maximum compensation by Two Hundred Eighty Thousand Dollars ($280,000) for a revised not-to-exceed maximum compensation amount of Two Million Six Hundred Sixty Thousand Dollars ($2,660,000).

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 5 of the Agreement as Amended, entitled "Term of Agreement," is hereby amended to read as follows:
"Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate on December 31, 2024."
Amendment No. 4 to Agreement/lnfoSend , Inc.

Rev. 10/25/2019

2. Section 1 (Maximum Compensation) of the Third Revised Exhibit B is hereby amended in its entirety to read as follows:
"The maximum compensation City will pay the Contractor for services and materials under this Agreement shall not exceed Two Million Six Hundred Sixty Thousand Dollars ($2,660,000) during the term of the Agreement, subject to annual budget
appropriations. Any additional services or materials requested by the City that would exceed the preceding maximum amount will be addressed in an Amendment to the Agreement."

3. The first sentence of Section 2 (Fees) of Third Revised Exhibit Bis hereby amended in its entirety to read as follows:
"The pricing set forth in this Third Revised Exhibit Bis effective from July 1, 2022 through December 31, 2024".

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

SIGNATURES ON NEXT PAGE
Amendment No. 4 to Agreement/lnfoSend, Inc.

Rev. 10/25/2019

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered Californ ia municipal corporation
Approved as to Form: Dated: - ------ - -----
GLEN R. GOOGINS
City Attorney
JOVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
INFOSEND, INC.
a Californ ia corporation
Dated : __ b~-~~ l3=/_2o_ -+-_- --- -
By (Signature) : _ ----F--- ~ - - - ~ -=-- ------N am e: Russ ----------------- Ti tie: President -----------------P ri n c i pa I Place of 4240 East La Palma Ave.

Business Address: Anaheim, CA 92807 - - -~------- ---- -- Em a ii Address : [email protected] --~---- - --- ---- - - Te I e phone: ~(.__80_0~)_9_55_-_93_3_0 _____ _ ___ _
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Amendment No. 4 to Agreement/lnfoSend , Inc.

Rev. 10/25/2019

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-1597 Agenda Date: 4/23/2024

REPORT TO COUCIL

SUBJECT
Action on a Resolution of Intention for Parking Maintenance District No. 122 - Franklin Square

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Parking Maintenance District No. 122 (PMD 122) was formed in 1965 for the parking lots, arcades, fountains, sidewalks, landscaping, irrigation, lights, and utilities within Franklin Square, which is bounded by Benton Street, Homestead Road (formerly known as Liberty Street), Monroe Street, and Jackson Street. There have been several changes in how maintenance and operation costs have been collected over the years. In 2002, the City Council passed a motion at a public hearing in which the City assumed all future costs for operation and maintenance and in May 2003 adopted Resolution 7026. Under the collection method contained in Resolution 7026, the property owners contribute annually to pay for capital repairs of the parking lot and associated walkways. The fixed annual contribution from the property owners totals $14,200, less the earned interest on the accumulating balance. The City, through the General Fund, is responsible for covering the costs for annual maintenance and operations of PMD 122 and that has continued to be the arrangement through the present day.

DISCUSSION
Adoption of the proposed resolution is the initial step necessary to set the annual budget for PMD 122. The approval process requires the preparation of a Director’s Report (Attachment 1) explaining the preparation and basis of assessments; publication and posting of a Notice of Public Hearing (Attachment 2); and holding a public hearing on the annual assessments. Following approval of the subject Resolution of Intention (Attachment 3), each property owner will be sent a letter containing the proposed FY 2024/25 assessment and details on a June 4, 2024 public hearing to approve the assessments.

The proposed FY 2024/25 assessment to property owners totals $11,670. Accrued interest earned in FY 2022/23 in the amount of $2,530 will be used to reach the $14,200 annual requirement. These funds are placed into an account that generates interest income and are used to pay for capital repair projects as needs arise. At the close of FY 2022/23, the interest-bearing account contained $171,630.

The proposed FY 2024/25 expenditure budget for PMD 122 routine maintenance and operation is $136,626, which is $364 less than the FY 2023/24 expenditure budget. The operating budget includes funding for routine maintenance and operation performed by the Department of Public Works as well as contractors, which is all funded by the General Fund. This includes regular City of Santa Clara Printed on 4/19/2024Page 1 of 3
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24-1597 Agenda Date: 4/23/2024
maintenance for landscaping, trees, public litter cans, and parking lot/walkway sweeping. Routine maintenance and operation of PMD 122 is funded by the General Fund.

The proposed FY 2024/25 expenditure budget for exceptional maintenance and improvements is $16,500. Staff has identified sections of concrete walkways that need to be replaced. These capital repairs will be funded by property owner contributions, which will be transferred from the interest- bearing account.

The total PMD 122 FY 2024/25 preliminary budget of $153,126 includes both the routine maintenance, and exceptional maintenance and improvements costs. Pursuant to the 2002 City Council action, staff is recommending the adoption of the subject Resolution of Intention; setting a public hearing date of June 4, 2024 to approve the Director’s Report for FY 2024/25; and the authorization of the publication and posting of the public hearing. The assessments to the property owners cannot be sent out until the Director’s Report is approved at a public hearing.

A conference call with the property owners to discuss these requirements has been scheduled for May 13, 2024. Notices for the public hearing will be sent out following adoption of the subject Resolution of Intention.

Staff has previously provided responses to Council questions about the procedures for modifying and dissolving PMD 122 as well as paid parking. Those reports are included as Attachments 4 and 5.

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)(4) in that it is a fiscal activity that does not involve any commitment to any specific project which may result in a potential significant impact on the environment.

FISCAL IMPACT
Approval of the proposed assessment maintains the funding source for future capital repairs to parking lots and walkways located within Franklin Square. The City’s General Fund remains as the funding source for routine maintenance and operating costs for the Downtown Parking Maintenance District. The total preliminary proposed FY 2024/25 expenditure budget for Parking Maintenance District No. 122 is $153,126 subject to appropriation of funds. This includes $136,626 for routine maintenance and operation and $16,500 for exceptional maintenance and improvements budgeted in the Downtown Parking Maintenance District Fund.

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

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

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24-1597 Agenda Date: 4/23/2024

RECOMMENDATION

1. Adopt a Resolution of Intention to order that the alternative method for the levy of benefit assessment be made applicable to the City of Santa Clara Parking Maintenance District No. 122;

2. Set a hearing date of June 4, 2024 to approve the Director’s Report FY 2024/25; and

3. Authorize the publication, mailing, and posting of the Notice of Public Hearing as stated in the Resolution of Intention.

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

ATTACHMENTS

1. Director’s Report FY 2024/25

2. Notice of Public Hearing

3. Resolution of Intention

4. Agenda Report 22-1672 from January 25, 2022

5. Agenda Report 22-713 from June 21, 2022City of Santa Clara Printed on 4/19/2024Page 3 of 3 powered by Legistar™

DIRECTOR'S REPORT

CITY OF SANTA CLARA

PARKING MAINTENANCE DISTRICT NO. 122

FISCAL YEAR 2024/25

April 23, 2024

ASSESSMENT FORMULA

Fiscal Year 2024/25
City of Santa Clara, California

Parking Maintenance District No. 122
The formula upon which the annual assessment levy, for the payment of the costs and expenses of maintaining and operating the improvements, and providing funds for future parking lots and associated walkways, exceptional maintenance and improvements, within Parking Maintenance District No. 122, including the costs and expenses incidental thereto, will be apportioned according to benefits among the several lots or parcels of property within the Maintenance District for the Fiscal Year 2024/25 is as follows:
- Costs and expenses are to be shared between the City and property owners as below:
a. City shall pay for the operation and maintenance cost on a 100% basis. b. Property owners shall pay $14,200 annually, less interest from prior years' property owners operation and maintenance assessments as of June 30, 2002, to be kept in a fund to be used towards future exceptional maintenance and improvements of parking lots and associated walkways and appurtenances.
- Each assessment shall be determined on the basis of the gross floor area of the building located upon the lot or parcel of property assessed. - For the purposes of the formula herein, gross floor area shall mean that area computed from the outside dimensions of the building and not excluding corridors and other design features and aggregated for each additional story or mezzanine floor and any basement area.

DIRECTOR'S REPORT
ASSESSMENT for Fiscal Year 2024/25 City of Santa Clara, California

Parking Maintenance District No. 122

I, Craig Mobeck, Director of Public Works for the City of Santa Clara, California, pursuant to the provisions of Section 16.10.490 of the Code of the City of Santa Clara, hereby make this report and following benefit assessment to cover the costs and expenses of maintaining and operating the improvement within Parking Maintenance District No. 122 of said City, including the costs and expenses incidental thereto, to be paid by said Maintenance District.

The amount to be paid therefor by said Maintenance District for the Fiscal Year 2024/25 is as follows:

Expenditures
As
Preliminarily
Approved
As Finally
Approved

Routine Maintenance & Operation $136,626.00 $
Exceptional Maintenance and Repairs $16,500.00 $ TOTAL COST $153,126.00 $

Funding for FY 2024/25 Expenditures
Exceptional Maintenance & Improvement
From Fund Balance Reserve

$16,500.00 $
Contribution from City General Fund (001) $136,626.00 $ TOTAL $153,126.00 $

Property Owner Assessment
Owner's Annual Assessment $14,200.00 $
Less Accrued Interest of Owner’s Fund
Balance [$2,530.00]

$

TOTAL NET ASSESSMENT $11,670.00 $
(Goes to Fund Balance Reserve)

And I do hereby assess and apportion the amount said costs and expenses, including the costs and expenses incidental thereto, upon the several lots or parcels of property liable therefor and benefited thereby, in proportion to the benefits to be received by such lots or parcels of property, from the maintenance and operation thereof and more particularly set forth in the list hereto attached and by reference made a part hereof.

Each lot or parcel of land is described in the assessment list by reference to its parcel number as shown on the assessor's maps of the County of Santa Clara for the Fiscal Year 2024/25 to the right of the parcel numbers and include all of such parcel.

Dated:_______________ ________________________________ Craig Mobeck, Director of Public Works

BUDGET

Fiscal Year 2024/25
City of Santa Clara, California

Parking Maintenance District No. 122

Expenditures
As
Preliminarily
Approved
As Finally
Approved

Maintenance & Operation: $136,626.00 $ Labor, materials, supplies, and equipment to maintain Parking
Maintenance District No. 122
including, but not limited to water,
sewer, and electrical costs,
sweeping of parking lots and mall
area, maintenance of pavement,
striping, landscaping, mall fountains,
City supervision (50% of labor and
fringe benefits of Street Maintenance
Worker III).

Exceptional Maintenance and
Improvements of Parking Lots
and Associated Walkways

$16,500.00
$ Repairs to concrete walkways at
multiple locations throughout the
property.

TOTAL COST $153,126.00 $

Funding for FY 2024/25 Expenditure

Owner's Reserve for
Exceptional Maintenance &
Improvement Fund Balance:

[$16,500.00] $

Contribution from City
General Fund (001): [$136,626.00] $

Owner's Annual
Assessment $14,200.00 $

Less Accrued Interest on
Owners' Fund Balance: [$2,530.00] $

Total Net Assessment:

$11,670.00

$

ASSESSMENT

Fiscal Year 2024/25
City of Santa Clara, California

Parking Maintenance District No. 122

Name & Address of Owner

Assessor's
Parcel
Number

(2) As
Finally
Confirmed

(1) As
Preliminarily
Approved

Gross Floor
Area (sq. ft.)

% of Total
Floor Area

Green Valley Corporation
777 N. First Street, 5th Floor
San Jose, CA 95112
269-22-111 $ $2,439.84 13,305.22 20.907

Ramiro Hermosillo Trust
3121 Riddle Rd.

San Jose, CA 95117
269-22-110 $ $1,289.89 7,034.13 11.053

John DeMartini Trustee & Et al.
477 9th Avenue Ste 107
San Mateo, CA 94402
269-22-108 $ $1,561.21 8,513.76 13.378

David DeLozier Trustee
1162 Carmel Way
Santa Clara, CA 95050
269-22-098 $ $1,365.39 7,445.88 11.700

T & I Real Estate Solutions
364 Appian Way
Union City, CA 94587
269-22-103 $ $ 254.41 1,387.35 2.180

Alice May-Wan Chan
20015 Bella Vista
Saratoga, CA 95070
269-22-102 $ $ 146.81 800.59 1.258

Ross L. Peterson Et al.
10 Enterprise Dr.

Corte Madera, CA 94925
269-22-105 $ $ 367.49 2,004.02 3.149

ASSESSMENT

Fiscal Year 2024/25
City of Santa Clara, California

Parking Maintenance District No. 122

Name & Address of Owner

Assessor's
Parcel
Number

(2) As Finally
Confirmed

(1) As
Preliminarily
Approved

Gross Floor
Area (sq. ft.)

% of Total
Floor Area
Robert Freitas Et al.
255 Washington Street
Milpitas, CA 95035
269-22-104 $ $ 305.29 1,664.82 2.616

Gillmor Properties LLC
1201 Franklin Mall
Santa Clara, CA 95050
269-22-113 $ $ 394.56 2,151.67 3.381

Thomas Mitchell Trustee & Et al.
1291 Franklin Mall
Santa Clara, CA 95050
269-22-106 $ $1,462.60 7,976.00 12.533

Vitarelli Family LP
925 Circle Drive
Santa Clara, CA 95050
269-22-101 $ $ 404.37 2,205.13 3.465

Vitarelli Family LP
925 Circle Drive
Santa Clara, CA 95050
269-22-100 $ $ 226.16 1,233.34 1.938

Gillmor Properties LLC
1201 Franklin Mall
Santa Clara, CA 95050
269-22-115 $ $1,105.03 6,026.07 9.469

Gillmor Properties LLC
1201 Franklin Mall
Santa Clara, CA 95050
269-22-114 $ $ 346.95 1,892.02 2.973
TOTAL
$ $11,670.00 63,640.00 100%
I, the Assistant City Clerk of the City of Santa Clara, hereby ce rtify th at the foregoing assessment in the amounts set forth in Column (2) unless Column (2) is blank, in whi ch event the amounts in Column (1) apply, was approved and confirmed by the City Council of said City o n
, 2024.

__
Nora Pimentel, MMC
Assistant City Clerk
City of Santa Clara

City of Santa Clara
Notice of Public Hearing Regarding the Levy of Benefit Assessment Applicable to the Santa Clara Parking Maintenance District No. 122, and Approval of Distribution of Director’s Report Fiscal Year 2024/25

NOTICE IS HEREBY GIVEN that the Director of Public Works has requested a report, in writing, to be prepared and filed with the City Clerk, which provides the basis for the levy of benefit assessments for the costs of maintenance and operation on all lots or parcels of property within said maintenance district. Said report sets forth the amounts to be provided in the budget for maintenance and operation; a description of each lot or parcel of property in the maintenance district, by a legal description, assessor's parcel number or other description sufficient to identify the same; and the amount of assessment to be levied for the fiscal year 2024/25 against each lot or parcel of property.

Said report is open to public inspection.

Said report will be heard by the City Council at its regularly scheduled meeting to be held on Tuesday, June 4, 2024, at 7:00 p.m., or as soon thereafter as the matter may be heard in chambers and virtually as the location, at which time said Council will examine said report and hear all persons interested therein. Any interested owner, objecting to the amount of the assessment on any lot or parcel of property owned by him, may file with the City Clerk at or before the hour fixed for hearing a protest, in writing, signed by him, descri bing the lot or parcel of property so that it may be identified, and stating the grounds of his/her protest, and may appear at said hearing and be heard in regard thereto.

The City of Santa Clara is conducting City Council meetings in a hybrid manner (in-person and continues to have methods for the public to participate remotely).

• Via Zoom:
o https://santaclaraca.zoom.us/j/99706759306

Meeting ID: 997-0675-9306

o Phone 1(669) 900-6833

How to Submit Written Public Comment Before City Council Meeting:

1. Use the eComment tab located on the City Council Agenda page https://santaclara.legistar.com/Calendar.aspx). eComments are directly sent to the iLegislate application used by City Council and staff and become part of the public record. eComment closes 15 minutes before the start of a meeting.

2. By email to [email protected] by 12 p.m. the day of the meeting. Those emails will be forwarded to the Council and will be uploaded to the City Council Agenda as supplemental meeting material. Emails received after the 12 p.m. cutoff time up through the end of the meeting will form part of the meeting record. Please identify the Agenda Item Number in the subject line of your email. NOTE: Please note eComments and Emails received as public comment will not be read aloud during the meeting.

Americans with Disabilities Act (ADA): In accordance with the requirements of Title II of the Americans with Disabilities Act of 1990 ("ADA"), the City of Santa Clara will not discriminate against qua lified individuals with disabilities on the basis of disability in its services, programs, or activities, and will ensure that all existing facilities will be made accessible to the maximum extent feasible. The City of Santa Clara will generally, upon request, provide appropriate aids and services leading to effective communication for qualified persons with disabilities including those with speech, hearing, or vision impairments so they can participate equally in the City’s programs, services, and activiti es. The City of Santa Clara will make all reasonable modifications to policies and programs to ensure that people with disabilities have an equal opportunity to enjoy all of its programs, services, and activities.

Agendas and other written materials distributed during a public meeting that are public record will be made available by the City in an appropriate alternative format. Contact the City Clerk’s Office at 1-408-615- 2220 with your request for an alternative format copy of the agenda or other written materials.

Individuals who require an auxiliary aid or service for effective communication, or any other disability- related modification of policies or procedures, or other accommodation, in order to participate in a program, service, or activity of the City of Santa Clara, should contact the City’s ADA Coordinator at 408-615-3000 as soon as possible but no later than 48 hours before the scheduled event.

Please see the above- mentioned options citizens may participate in the upcoming hearing. Submit written and/or oral comments directly to the City Clerk, 1500 Warburton Avenue, Santa Clara, California, 95050; telephone 408-615-2220.

Nora Pimentel, Assistant City Clerk
Resolution of Intention for Alternative Method for the Levy of Benefit Assessment to PMD No. 122 Page 1 of 5 Rev: 7/27/2023
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA, OF INTENTION

TO ORDER THAT THE ALTERNATIVE METHOD FOR THE LEVY OF BENEFIT

ASSESSMENT BE MADE APPLICABLE TO CITY OF SANTA CLARA PARKING MAINTENANCE DISTRICT NO. 122, PROVIDING FOR NO TICE OF HEARING THEREON, APPROVING THE DIRECTOR’S REPORT FOR DISTRIBUTION, AND PROVIDING FOR NOTICE OF HEARING ON DIRECTOR’S REPORT FOR FISCAL YEAR 2024/25

WHEREAS, pursuant to Sections 10107 and 10108 of Chapter 2, Division 12 of the Streets and Highways Code of the State of California, and Chapter 26 of Part 3 of Division 7 of said Code, all as provided in Chapter 16.10 of the Code of the City of Santa Clara, on the 30th day of March, 1965, this Council adopted its Resolution No. 1581, a Resolution creating "City of Santa Clara Parking Maintenance District No. 122" (“Parking Maintenance District”) in the City for the purpose of paying the costs and expenses of acquiring, constructing, reconstructing, installing, extending, enlarging, repairing, improving, maintaining and operating public automobile parking places, covered pedestrian lanes and walkways, fountains, and landscaping therein then existing or thereafter to be constructed in and for the Parking Maintenance District, and of benefit to said maintenance district, but not of benefit to the City of Santa Clara as a whole, including the cost of necessary repairs, replacements, water, fuel, power, gas, electric current, care, supervision and any and all other items necessary for the proper maintenance and operation thereof, and all additions, improvements and enlargements thereto which may thereafter be made;
WHEREAS, said proceedings provided that this Council shall, in addition to all other taxes, annually fix and levy a special assessment tax upon the real property (land and improvements) within the Parking Maintenance District as therein provided, sufficient to raise a determined amount of money to pay all or part of said costs of maintenance and operation; WHEREAS, the Council shall decide whether or not the costs of maintenance and operation of said public improvements shall be borne wholly or partially by the property owners within said Resolution of Intention for Alternative Method for the Levy of Benefit Assessment to PMD No. 122 Page 2 of 5 Rev: 7/27/2023
Parking Maintenance District;
WHEREAS, on the 8th day of April, 1980, this Council adopted its Ordinance No. 1401 providing for an alternative method for annually fixing and levying a special benefit assessment within maintenance districts within the City for said purpose; WHEREAS, on the 16th day of January, 1996, this Council adopted its Resolution No. 6105 ordering that seventy-five (75%) percent of the costs and expenses of maintaining and operating said public improvements beginning with fiscal year 1996-97, within the Parking Maintenance District, including the cost of necessary repairs, replacements, water, fuel, power, gas, electric current, care, supervision and any and all other items necessary for the proper maintenance and operation thereof shall annually be assessed either partly or wholly upon the lots and parcels of property within the Parking Maintenance District benefited thereby in accordance with the formula set forth, and that the City shall be responsible for the balance of the costs and expenses;
WHEREAS, on June 26, 1996, sufficient Ballots were received to approve the continuation of the Parking Maintenance District;
WHEREAS, on the 9th day of July, 2002, this Council, after a public hearing on the determination of the allocation of maintenance and operation costs and annual assessments, passed a motion wherein, due to the benefit to the public and the City of the improvements, the City assumed all future costs for operation and maintenance of Parking Maintenance District No. 122 and the property owners would contribute $14,200 annually, less earned interest on the accumulating balance, to pay for capital repairs of the parking lots and associated walkways; WHEREAS, procedures of approval require the preparation of a Report on how the assessments were prepared and based, notice of hearing, and public hearing on the annual assessments;
WHEREAS, this Council intends to order an alternative method by which annual assessment levies for the payment of said costs and expenses will be apportioned according to special Resolution of Intention for Alternative Method for the Levy of Benefit Assessment to PMD No. 122 Page 3 of 5 Rev: 7/27/2023
benefits among the several lots or parcels of property within the Parking Maintenance District pursuant to Section 16.10.490 and 16.10.500 of the Code of the City of Santa Clara; WHEREAS, the City’s Director of Public Works has made and filed with the City Clerk a written report (“Report”) setting forth the budget, the formula for the annual assessment levy, a description of each lot or parcel of property to be assessed and the amount of the assessment to be levied against each lot or parcel of property in accordance with said formula; and WHEREAS, said Council has duly considered said report and each and every part thereof, and finds that each and every part of said report is sufficient, and that neither said report, nor any part thereof requires or should be modified in any respect.

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

1. That this Council hereby determines that the costs and expenses of the maintenance and operation of the public automobile parking places, covered pedestrian lanes and walkways, fountains and landscaping within the City of Santa Clara Parking Maintenance District No. 122 cannot be appropriately financed pursuant to Sections 10107 and 10108 of Chapter 2, Division 12 of said Streets and Highways Code, and Chapter 26 of Part 3 of Division 7 of said Code, all as provided in Section 16.05.050 of the Code of the City of Santa Clara. This Resolution is therefore adopted and proceedings are being taken pursuant to Section 16.10.490 and Section

16.10.500 of said Code of the City of Santa Clara to provide for an alternative method for the levy of benefit assessments for said purposes.

2. That it is the intent of this Council to order that an amount of $14,200 less any earned interest on accumulated balance, is needed annually to be assessed towards the costs of capital repairs of the parking lots and associated walkways and thereof shall annually be assessed either partly or wholly upon the lots and parcels of property within said maintenance district benefited thereby in accordance with the formula set forth, and that the City shall be responsible for the costs and expenses of maintaining and operating said public improvements within the Parking Maintenance District, including the cost of necessary repairs, replacements, water, fuel, Resolution of Intention for Alternative Method for the Levy of Benefit Assessment to PMD No. 122 Page 4 of 5 Rev: 7/27/2023
power, gas, electric current, care, supervision and any and all other items necessary for the proper maintenance and operation.

3. That a statement of the formula upon and by which annual assessment levies for the payment of said costs and expenses will be apportioned according to benefits among the several lots or parcels of property within said maintenance district is as follows:

A. Each assessment shall be determined on the basis of the gross floor area of the building located upon the lot or parcel of property assessed.

B. For the purposes of the formula herein, gross floor area shall mean that area computed from the outside dimensions of the building and not excluding corridors and other design features and aggregated for each additional story or mezzanine floor and any basement area.

4. That the City’s Director of Public Works has caused to be prepared and filed with the City Clerk a written report, which provides the basis for the levy of benefit assessments for said capital repairs of the parking lots and associated walkways, and the cost of maintenance and operation on all lots or parcels or property within the Parking Maintenance District. Said report sets forth the amounts to be provided in the budget for maintenance and operation, a description of each lot or parcel of property in the maintenance district, by a legal description, assessor's parcel number or other description sufficient to identify the same, and the amount of assessment to be levied for the fiscal year 2024/25 against each lot or parcel of property. The City Council directs the City Clerk to make the report open to public inspection.

5. NOTICE IS HEREBY GIVEN that Tuesday the 4th day of June, 2024 at the hour of 7:00 p.m. at the regular meeting place of the City Council in the Council Chambers at City Hall, 1500 Warburton Avenue, Santa Clara, California, be fixed as the time and place when and where this Council will hear any and all objections in relation to said alternative method for the levy of benefit assessments and said formula and when and where this Council will examine said report and hear all persons' interest therein. Any interested owner objecting to said alternative method Resolution of Intention for Alternative Method for the Levy of Benefit Assessment to PMD No. 122 Page 5 of 5 Rev: 7/27/2023
for the levy of benefit assessments or to said formula or to the amount of the assessment on any lot or parcel of property owned may file with the City Clerk at or before the hour fixed for hearing an objection, describing the lot or parcel of property owned so that it may be identified, and stating the grounds of objection, and may appear at said hearing and be heard with regard thereto.

6. NOTICE IS HEREBY GIVEN that Monday, the 13th day of May, 2024 at the hour of 4:00 p.m. through 4:30 p.m. a teleconference meeting will be hosted by Dave Staub, Department of Public Works Deputy Director to present and discuss the Director's Report.

7. No written ballots are required to be completed and returned.

8. The City Clerk is hereby authorized and directed to a) post a copy of notice of hearing on or near the Council Chamber door or any bulletin board in or adjacent to the City Hall, and b) publish once in a newspaper of general circulation, and c) mail notice to all property owners located within the District.

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

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE ___ DAY OF _________, 2024, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Attachments incorporated by reference: None
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1672 Agenda Date: 1/25/2022

REPORT TO COUNCIL

SUBJECT
Update on Discussions with Parking Maintenance District No. 122 - Franklin Square (PMD 122) Property Owners Regarding Council’s Request to Explore Increased Contributions for Operations and Maintenance Costs

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Parking Maintenance District No. 122 (PMD 122) was formed in 1965 for the parking lots, arcades, fountains, sidewalks, landscaping, irrigation, lights, and utilities within Franklin Square, which is bounded by Benton Street, Homestead Road (formerly known as Liberty Street), Monroe Street, and Jackson Street. There have been several changes in how maintenance and operations costs have been collected over the years and in 2002 the City Council passed a motion at a public hearing in which the City assumed all future costs for operation and maintenance and in May 2003 adopted Resolution 7026. Under the collection method contained in Resolution 7026, the property owners contribute annually to pay for capital repairs of the parking lot and associated walkways. The fixed annual contribution from the property owners totals $14,200, less the earned interest on the accumulating balance. The accumulated balance in the account is $144,887 as of October 2021.

The City, through the General Fund, is responsible for covering the costs for annual maintenance and operations of PMD 122 and that has continued to be the arrangement through the present day. In FY 2021/22, the City budgeted $138,163 to cover the day-to-day maintenance of PMD 122.

On several occasions Council has discussed the allocation of PMD 122 costs because the City pays for all of the day-to-day maintenance and there was sentiment by some members of the Council that the property owners should pay some of these costs, similar to how PMD 122 was funded prior to 2003. On May 4, 2021, Council directed staff to engage PMD 122 property owners and discuss opportunities for reallocating operations and maintenance costs more equitably between the City and property owners since costs have increased since 2003. Later in this report, the State law process for administering PMD 122 is provided but, in short, any change requires a favorable voter outcome of those impacted by the assessment. It should be noted that regardless of changes to the funding allocations in the PMD, the City is responsible for the upkeep and maintenance of the City-owned improvements at Franklin Square. Absent changes to the funding allocations, only changes to the level of service of upkeep and maintenance could reduce the City’s share of the annual maintenance cost.

DISCUSSION
Staff developed a plan to implement this request which included property owner coordination and City of Santa Clara Printed on 6/8/2022Page 1 of 4
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22-1672 Agenda Date: 1/25/2022
engagement, a survey, and follow up with Council.

Property Owner Engagement July 2021
All PMD 122 property owners were contacted and invited to a virtual meeting on July 12, 2021. At this meeting, staff summarized the background of the past and current PMD 122 cost sharing arrangements and the direction from the Council to engage property owners to see if they are amenable to paying a portion of the operations and maintenance costs which have risen over the last 19 years. The property owners conveyed some of their concerns about PMD 122 and were encouraged to propose funding alternatives for consideration and ask questions. A copy of the minutes from the July 12 meeting was distributed to all the property owners following the meeting and can be viewed in Attachment 1.

Survey
Following the meeting, staff developed a series of survey questions designed to gauge property owners’ amenability to contributing to the annual maintenance. In general, the purpose of the survey was to gauge the property owners’ willingness to shift a portion of the PMD 122 operations and maintenance costs to the property owners. A virtual meeting was scheduled for October 21, 2021 to review the draft survey questions with the property owners to ensure that everyone understood the questions and to receive suggestions prior to finalizing the survey and sending it out. Prior to the meeting, the City was contacted by David DeLozier who indicated that the property owners had been discussing this item and were not in support of changing the current cost allocations included in PMD 122. Mr. DeLozier indicated that the property owners would be submitting a petition that would also include the merchants.

Property Owner and Merchant Petition
The property owners and merchants circulated a petition for no changes to PMD 122, which was signed by all the property owners and most of the merchants. The signed petition (Attachment 2) was submitted to staff on October 19, 2021 which made it clear that a survey was not necessary to gauge PMD property owners’ interest in financially contributing to operations and maintenance.

Property Owner Engagement October 2021
All PMD 122 property owners were contacted and invited to a virtual meeting on October 21, 2021.

The initial purpose of the meeting was to review proposed survey questions developed by staff to ensure that the property owners understood the questions and to get their input to see if any of the language needed to be modified to make the questions more clear. At the end of the meeting it was determined that due to the petition from the property owners, there was no need to proceed with the survey. Staff discussed next steps with the property owners in attendance and indicated a report would be prepared for Council at a meeting to take place in early 2022. A copy of the minutes from the October 21 meeting can be viewed in Attachment 3.

During prior meetings, Council had raised questions about the procedures for modifying and dissolving PMD 122. Staff has included the information on both of those processes below.

Process for Modifications to PMD 122
Any decision by the Council to increase the assessment (e.g., to increase the property owners’ share of operation, maintenance, and capital costs or to modify the formula used to calculate the amount of the assessment levied on any individual parcel) must follow the assessment balloting procedure required by Proposition 218. That procedure consists of three basic steps:

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22-1672 Agenda Date: 1/25/2022
(1) Notice to Property Owners - Mailed notice of the proposed modification to the 11 property owners within PMD 122. The notice must contain the following information: the total amount to be assessed across PMD 122; the amount chargeable to each parcel individually; the duration of the payments; the basis upon which the assessment was calculated; the date, time, and location of the public hearing on the proposed modification; and a ballot on which the owner can indicate support for or opposition to the proposed modification. (2) Public Hearing - At least 45 days after the date of the mailed notice, the Council must hold a public hearing to consider protests and tabulate the ballots on the proposed assessment. (3) Ballot Tabulation - Ballots are weighted according to the proportional financial obligation of the affected property. For PMD 122, the assessments are calculated based on the gross floor area of the building(s) on each parcel and therefore the ballots would be weighted accordingly.

If the ballots submitted in opposition exceed the ballots submitted in support, then the City may not impose the modified assessment.

Process for Dissolving PMD 122
Proposition 218 does not govern the dissolution of PMD 122 because dissolution has the effect of eliminating, rather than increasing, the assessment. Therefore, only the City Code and Streets and Highways Code would apply. Under those laws, dissolution is not subject to the approval of property owners within the district. The Council can dissolve the maintenance district by: (1) adopting a resolution of intention to dissolve the district; (2) between 10 and 30 days later, conducting a public hearing on the dissolution; and, (3) adopting a resolution dissolving the district. A resolution dissolving the district would only need a simple Council majority to pass. If Council votes to dissolve PMD 122, extraordinary maintenance activities can continue to utilize PMD 122 assessment funds until the balance is exhausted. After the funds are exhausted the City would be required to fund the extraordinary maintenance in its entirety.

Staff notes that as a practical matter, dissolution would merely eliminate the property owners’ assessments as a funding source for capital improvement costs. Dissolution would not relieve the City’s responsibility for upkeep and maintenance of the City-owned improvements at the Franklin Square Mall. As such, the Council direction to determine how property owners pay more for services offered through PMD 122 would not be achieved.

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

FISCAL IMPACT
There is no fiscal impact associated with this report.

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website City of Santa Clara Printed on 6/8/2022Page 3 of 4
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22-1672 Agenda Date: 1/25/2022
and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> .

RECOMMENDATION
Note and file this informational report.

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Deanna J. Santana, City Manager

ATTACHMENTS

1. July 12, 2021 minutes from meeting with PMD 122 property owners

2. Signed petition

3. October 21, 2021 minutes for meeting with PMD 122 property owners City of Santa Clara Printed on 6/8/2022Page 4 of 4
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-713 Agenda Date: 6/21/2022

REPORT TO COUNCIL

SUBJECT
Informational Report Regarding Council’s Request to Explore Alternatives to Fund Operations and Maintenance Costs for Parking Maintenance District No. 122 - Franklin Square

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Parking Maintenance District No. 122 (PMD 122) was formed in 1965 for the parking lots, arcades, fountains, sidewalks, landscaping, irrigation, lights, and utilities within Franklin Square, which is bounded by Benton Street, Homestead Road (formerly known as Liberty Street), Monroe Street, and Jackson Street. There have been several changes in how maintenance and operations costs have been collected over the years and in 2002 the City Council passed a motion at a public hearing in which the City assumed all future costs for operation and maintenance and in May 2003 adopted Resolution 7026. Under the collection method contained in Resolution 7026, the property owners contribute annually to pay for capital repairs of the parking lot and associated walkways. The fixed annual contribution from the property owners totals $14,200, less the earned interest on the accumulating balance. As of December 31, 2021, the interest-bearing account contained $145,305.

The City, through the General Fund, is responsible for covering the costs for annual maintenance and operations of PMD 122 and that has continued to be the arrangement through the present day. In FY 2022/23, the City proposed a budget of $137,521 to cover the day-to-day maintenance of PMD 122.

On several occasions Council has discussed the allocation of PMD 122 costs because the City pays for all of the day-to-day maintenance and there was sentiment by some members of the Council that the property owners should pay some of these costs, similar to how PMD 122 was funded prior to 2003. On May 4, 2021, Council directed staff to engage PMD 122 property owners and discuss opportunities for reallocating operations and maintenance costs more equitably between the City and property owners since costs have increased since 2003. Staff completed that request and on January 25, 2022, a summary report was provided to Council, (RTC 22-1672, Attachment 1), explaining that the property owners were not in favor of changing the cost allocations of PMD 122.

DISCUSSION
At the Council Meeting on April 19, 2022, there was additional discussion on the topic of increasing PMD 122 costs, so the property owners contribute towards the annual operation and maintenance costs of Franklin Square. Council requested that staff explore alternative funding mechanisms that may assist the City in recovering money for annual maintenance and operations and return to Council with that information. As discussed in the background section staff already spent time working with the property owners over the course of several months. There are no additional options City of Santa Clara Printed on 1/30/2023Page 1 of 3
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22-713 Agenda Date: 6/21/2022
to increase contributions since the property owners already expressed to the City that they are not interested in an increase, and increases cannot be assessed unless the property owners agree by ballot. One other option that came up during the April 19, 2022 Council meeting involved the concept of implementing paid parking at Franklin Square.

Currently, the City of Santa Clara does not operate paid parking areas and any consideration of changing to paid parking at Franklin Square would require a study that includes items such as:
· Evaluating on street parking and parking lots that are part of Franklin Square · Obtaining parking counts
· Conducting outreach events with business owners, tenants, adjacent neighborhoods and public
· Evaluating different paid parking strategies and cost ranges · Analyzing options for designing, installing, and maintaining paid parking equipment · Reviewing enforcement strategies and potential costs
· Preparing a financial analysis of improvement costs, maintenance costs, paid parking revenues and potential profits
· Assessing potential impacts to on street parking in adjacent neighborhoods Staff estimates a study like the effort described above could cost up to $150,000 and could take approximately 18 months to complete. The funding source for this effort would be the General Fund so if there is a Council desire to move forward with this type of study then it should be discussed and prioritized during the City’s Priority Setting Session.

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

FISCAL IMPACT
There is no fiscal impact associated with this report.

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

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

RECOMMENDATION
Note and file this informational report.

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22-713 Agenda Date: 6/21/2022
Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. Agenda Report 22-1672 from January 25, 2022
City of Santa Clara Printed on 1/30/2023Page 3 of 3
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-286 Agenda Date: 4/23/2024

REPORT TO COUNCIL

SUBJECT
Action on Software Licenses and Subscription Renewal Order with Accela, Inc. for Citizen Request Management Software (MySantaClara)

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
On December 12, 2014, the City entered into an agreement with PublicStuff, Inc. (PublicStuff) to provide Citizen Request Management Software (MySantaClara) for the public to report issues, create work requests, obtain updates on events and activities and stay connected with the City (Attachment 5). The MySantaClara application, launched in 2015, includes:
· PublicStuff Pro: MySantaClara mobile application and web portal · Lucity Integration: Integration of citizen requests directly to the City’s Asset and Work Order Management System
· Active Directory Integration: Single Sign On for staff/administrators The agreement with PublicStuff resulted from a competitive Request for Proposals (RFP) process conducted in 2014. In September 2015, Accela, Inc. (Accela) acquired PublicStuff. Since then, software subscription and support services for MySantaClara have been provided by Accela following a Consent to Assignment Agreement (Attachment 4). On September 17, 2019, the City entered into a new Master Software as a Service (SaaS) Agreement with Accela to update and revise the terms for subscription and support services (Attachment 3).

The City has been paying for annual subscription and support services since 2014, with the most recent payment covering the period from November 10, 2022 to November 9, 2023. Services are renewed by executing a Renewal Order Form pursuant to the terms of the Master SaaS Agreement.

The renewal order forms for the prior three years are included as Attachment 2. The purpose of this report is to request authorization to execute the Renewal Order Form for services from November 10, 2023 to November 9, 2024 (Attachment 1).

DISCUSSION
The MySantaClara application has streamlined communication between the public and the City. In 2023, 7,361 Service Requests were received. This represents a 28% growth over 2022. Staff is recommending authorization to renew services effective from November 10, 2023 to November 9, 2024, and annually thereafter. The City anticipates using the application as long as it continues to meet the requirements of the City.

The total contract expenditure since 2014 for services up to November 9, 2023 is $218,713.53. The City of Santa Clara Printed on 4/19/2024Page 1 of 3
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24-286 Agenda Date: 4/23/2024
agreement was not approved by the City Council previously as it was below the threshold for Council approval. However, the fees for services from November 10, 2023 to November 9, 2024 in the amount of $35,696.57 are now due. With the current renewal, the total contract amount will exceed $250,000, requiring approval by the City Council. According to Section 2.105.300(a) of the Santa Clara City Code, contracts with a value exceeding $250,000 over a five-year period require approval by the City Council. The total fees are outlined in Table 1 below.

Table 1
Service Period Total Fees
December 12, 2014 - November 9, 2023 $218,713.53
November 9, 2023 - November 10, 2024 $35,696.57
Total $254,410.10
In addition, staff is requesting authorization to execute future Renewal Order Forms for as long as the system is used by the City, subject to the appropriation of funds and the review and approval as to form by the City Attorney. The Master SaaS agreement allows an automatic annual increase by not more than seven percent (7%) of the prior year’s subscription service fees.

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

FISCAL IMPACT
The cost of the annual renewal of $35,696.57 is budgeted in the Information Technology Department’s FY 2023/24 operating budget. Future annual renewals will be considered as part of the budget development process and subject to the appropriation of funds.

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [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 Renewal Order Form with Accela, Inc., pursuant to the terms of the Master SaaS Agreement, for subscription and support services, covering the period from November 9, 2023 to November 10, 2024, for the Citizen Request Management Software, with a not-to-exceed maximum amount of $35,696.57, for a total cumulative amount of City of Santa Clara Printed on 4/19/2024Page 2 of 3
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24-286 Agenda Date: 4/23/2024
$254,410.10; and

2. Authorize the City Manager to negotiate and execute future Renewal Order Forms pursuant to the terms of the Master SaaS Agreement to continue receiving subscription and support services from Accela, Inc. for as long as the Citizen Request Management Software is used by the City, subject to the appropriation of funds and the review and approval as to form by the City Attorney.

Reviewed by: Gaurav Garg, Director/CIO, Information Technology Department Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. Pending Renewal Order 11/9/23 - 11/9/24 with Accela

2. Executed Renewal Orders 2020 - 2023 with Accela

3. Master Service Agreement 2019 with Accela

4. Assignment Agreement with Accela

5. Executed Agreement with PublicStuff
City of Santa Clara Printed on 4/19/2024Page 3 of 3
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2633 Camino Ramon, Suite 500
San Ramon, CA, 94583
Proposed by: Caitlin Carter
Contact Phone: (925) 359 - 3411
Contact Email: [email protected]
Quote ID: Q-30787
Valid Through: 7/26/2023
Currency: USD
__________________________________________________________________________________________________________________________________________ Renewal Order Form
Address Information
Bill To: Ship To:

City of Santa Clara Information Technology Department City of Santa Clara Information Technology Department 1405 Civic Center Drive
Santa Clara, California 95050
United States
1405 Civic Center Drive
Santa Clara, California 95050
United States
Billing Name: Gillian Norris
Billing Phone: (650) 580-6333
Billing Email: [email protected]
____________________________________________________________________________________________________________________________________________________________ Services Year Start Date End Date Term
(Months)
Price Qty Net Total
PublicStuff Pro Year 1 11/10/2023 11/9/2024 12 $26,566.96 1 $26,566.96 Lucity Integration Year 1 11/10/2023 11/9/2024 12 $3,566.03 1 $3,566.03 Active Directory Integration Year 1 11/10/2023 11/9/2024 12 $891.51 1 $891.51 Accela CRM - Interface - ESRI/
GIS
Year 1 11/10/2023 11/9/2024 12 $4,672.07 1 $4,672.07
TOTAL: $35,696.57
Pricing Summary
Period Net Total
Year 1 $ 35,696.57
Total $ 35,696.57
Quote Number:Q-30787-1 Print Date:8/14/2023