Agenda packet — City Council and Authorities Concurrent, May 28, 2024 (part 3 of 5)

OMNIA PARTNERS EXHIBITS

EXHIBIT F
- FEDERAL FUNDS CERTIFICATIONS

FEDERAL CERTIFICATIONS

ADDENDUM
FOR AGREEMENT FUNDED BY U.S. FEDERAL GRANT
TO WHOM IT MAY CONCERN:

Participating Agencies may elect to use federal funds to purchase under the Master Agreement. This form should be completed and returned.

DEFINITIONS
Contract means a legal instrument by which a non–Federal entity purchases property or services needed to carry out the project or program under a Federal award. The term as used in this part does not include a legal instrument, even if the non–Federal entity considers it a contract, when the substance of the tran saction meets the definition of a Federal award or subaward Contractor means an entity that receives a contract as defined in Contract.

Cooperative agreement means a legal instrument of financial assistance between a Federal awarding agency or pass-through entity and a non–Federal entity that, consistent with 31 U.S.C. 6302–6305:
(a) Is used to enter into a relationship the principal purpose of which is to transfer anything of value from the Federal awarding agency or pass-through entity to the non–Federal entit y to carry out a public purpose authorized by a law of the United States (see 31 U.S.C. 6101(3)); and not to acquire property or services for the Federal government or pass-through entity's direct benefit or use;
(b) Is distinguished from a grant in that it provides fo r substantial involvement between the Federal awarding age ncy or pass-through entity and the non–Federal entity in carrying out the activity contemplated by the Federal award. (c) The term does not include:
(1) A cooperative research and development agreement as defined in 15 U.S.C. 3710a; or (2) An agreement that provides only:
(i) Direct United States Government cash assistance to an individual; (ii) A subsidy;
(iii) A loan;
(iv)
A loan guara
ntee; or
(v) Insurance.

Federal awarding agency means the Federal agency that provides a Federal award directly to a non–Federal entity Federal award has the meaning, depending on the context, in either paragraph (a) or (b) of this section:
(a)(1) The Federal financial assistance that a non–Federal ent ity receives directly from a Federal awarding agency or indirectly from a pass-through entity, as described in § 200.101 Applicability; or (2) The cost-reimbursement contract under the Federal Acquisition Regulations that a non–Federal entity receives directly from a Federal awarding agency or indi rectly from a pass-through entity, as described in § 200.101 Applicability.
(b) The instrument setting forth the terms and conditions. The instrument is the grant agreement, cooperative agreement, other agreement for assistance covered in paragraph (b) of § 200.40 Federal financial assistance, or t he cost-reimbursement contract awarded under the Federal Acquisition Regulations. (c) Federal award does not include other contracts that a Federal agency uses to buy goods or services from a contractor or a contract to operate Federal government owned, contractor o perated facilities (GOCOs). (d) See also definitions of Federal financial a ssistance, grant agreement, and cooperative agreement.

Non–Federal entity means a state, local government, Indian tribe, institution of higher education (IHE), or nonprofit organization that carries out a Federal award as a recipient or subrecipient.

Nonprofit organization means any corporation, trust, association, cooperative, or other organization, not including IHEs, that:
(a) Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public interest; (b) Is not organized primarily for profit; and
Requirements for National Cooperative Contract

OMNIA PARTNERS EXHIBITS

EXHIBIT F
- FEDERAL FUNDS CERTIFICATIONS
(c) Uses net proceeds to maintain, improve, or expand the operations of the organization.

Obligations means, when used in connection with a non–Federal entity's utilization of funds under a Federal award, orders placed for
property and services, contracts and subawards made, and similar transactions during a given period that require payment by the non–Federal entity during the same or a future period.

Pass-through entity means a non–Federal entity that provides a subaward to a subrecipient to carry out part of a Federal program.

Recipient means a non–Federal entity that receives a Federal award directly from a Federal awarding agency to carry out an activity under a Federal program. The term recipient does not include subrecipients.

Simplified acquisition threshold means the dollar amount below which a non–Federal entity may purchase property or services using
small purchase methods. Non–Federal entities adopt small purchase procedures in order to expedite the purchase of items costing less than the simplified acquisition threshold. The simplified acquisition threshold is set by the Federal Acquisition Regulation at 48 CFR Subpart 2.1 (Definitions) and in accordance with 41 U.S.C. 1908. As of the publication of this part, the simplified acquisition threshold is $150,000, but this threshold is periodically adjusted for inflation. (Also see definition of § 200.67 Micro-purchase.)
Subaward means an award provided by a pass-through entity to a subrecipient for the subrecipient to carry out part of a Federal award received by the pass-through entity. It does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. A subaward may be provided through any form of legal agreement, including an agreement that the pass-through entity considers a contract.

Subrecipient means a non–Federal entity that receives a subaward from a pass-through entity to carry out part of a Federal program; but does not include an individual that is a beneficiary of such program. A subrecipient may also be a recipient of other Federal awards directly from a Federal awarding agency.

Termination means the ending of a Federal award, in whole or in part at any time prior to the planned end of period of performance.

The following certifications and provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326, all contracts, including small purchases,
awarded by the Participating Agency and the Participating Agency’s subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable.

APPENDIX II TO 2 CFR PART 200
(A) Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.

Pursuant to Federal Rule (A) above, when a Participating Agency expends federal funds, the Participating Agency reserves all rights and pr
ivileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party.

Does offeror agree? YES Initials of A ut horized Representative of offeror
(B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected
and the basis for settlement. (All contracts in excess of $10,000) Pursuant to Federal Rule (B) above, when a Participating Agency expends federal funds, the Participating Agency reserves the right to imm
ediately terminate any agreement in excess of $10,000 resulting from this procurement process in the event of a breach or default of the agreement by Offeror as detailed in the terms of the contract.

Does offeror agree? YES Initials of Aut h orized Representative of

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OMNIA PARTNERS EXHIBITS

EXHIBIT F - FEDERAL FUNDS CERTIFICATIONS
Requirements for National Cooperative Contract
offeror
(C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the de
finition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 CFR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally assisted construction contr
act, the equal opportunity clause is incorporated by reference herein.

Does offeror agree to abide by the above? YES Initial s of Authorized Representative of offeror (D) Davis-Bac on
Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics
at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non
- Fe
deral entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non -Federal
entity must report all suspected or reported violations to the Federal awarding agency.

Pursuant to Federal Rule (D) above, when a Participating Agenc y expends federal funds during the term of an award for all
contracts and subgrants for construction or repair, offeror will be in compliance with all applicable Davis-Bacon Act provisions.

Does offeror agree? YES Initials o f Authorized Representative of offeror (E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a
provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

Pursuant to Federal Rule (E) above, when a Participating Agency expends federal funds, offeror certifies that offeror will be i n compliance with
all applicable provisions of the Contract Work Hours and Safety Standards Act during the term of an award for all contracts by Participating Agency resulting from this procurement process.

Does offeror agree? YES Initials of Authorized Representative of offeror (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must
comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small

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EXHIBIT F - FEDERAL FUNDS CERTIFICATIONS
Requirements for National Cooperative Contract

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Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

Pursuant to Federal Rule (F) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (F) above.

Does offeror agree? YES Initials of Authorized Representative of offeror (G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non - Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA)
Pursuant to Federal Rule (G) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency member resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (G) above.

Does offeror agree? YES Initials o
f Authorized Representative of offeror
(H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the Executive Office of the President Office of Ma nagement and Budget (OMB) guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherw ise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

Pursuant to Federal Rule (H) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term
of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies t hat neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. If at any time during the term of an award the offeror or its principa ls becomes debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency, the offeror will notify the Participating Agency.

Does offeror agree? YES Initials o
f Authorized Representative of offeror
(I) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier mu st also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.

Such disclosures are forwarded from tier to tier up to the non-Federal award.

Pursuant to Federal Rule (I) above, when federal funds are expended by Participating Agency, the offeror certifies that during the ter
m and after the awarded term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that it is in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). The undersigned further certifies that:
(1) No Federal appropriated funds have been paid or will be paid for on behalf of the undersigned, to any person for influenc ing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with this Federal grant or cooperative agreement, the undersigned shall

OMNIA PARTNERS EXHIBITS

EXHIBIT F - FEDERAL FUNDS CERTIFICATIONS
Requirements for National Cooperative Contract

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complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all covered sub-awards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify and disclose accordingly.

Does offeror agree? YES Initials o
f Authorized Representative of offeror

RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS When federal funds are expended by Participating Agency for any contract resulting from this procurement process, offeror certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. The offeror further certifies that offeror will retain all records as required by 2 CFR § 200.333 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

Does offeror agree? YES Initials of Authorized Representative of offeror

CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies tha t it will comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18).

Does offeror agree? YES Initials of A
uthorized Representative of offeror

CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror certifies that its products comply with all applicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request. Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition.

Does offeror agree? YES Initials of A uthorized Representative of offeror CERTIFICATION OF ACCESS TO RECORDS – 2 C.F.R. § 200.336 Offeror agrees that the Inspector General of the Agency or any of their duly authorized representatives shall have access to an y documents, papers, or other records of offeror that are pertinent to offeror’s discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and transc riptions. The right also includes timely and reasonable access to offeror’s personnel for the purpose of interview and discussion relating to such documents.

Does offeror agree? YES Initials of Authorized Representative of offeror

CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS
Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions.

Does offeror agree? YES Initials of A uthorized Representative of offeror Offeror agrees
to comply with all federal, state, and local laws, rules, regulations and ordinances, as applicable. It is further acknowledged that offeror certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted above.

Offeror’s Name:
____________________________________________________________________________________________ Address, City, State, and Zip Code:
_____________________________________________________________________________ Canon Solutions America, Inc.

Corporate Headquarters: One Canon Park, Melville, NY 11747

OMNIA PARTNERS EXHIBITS

EXHIBIT F - FEDERAL FUNDS CERTIFICATIONS
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Phone Number:___________________________________ Fax Number:
______________________________________
Printed Name and Title of Authorized
Representative:______________________________________________________________________ Email Address:
____________________________________________________________________________________________ Signature of Authorized Representative: ____________________________________Date: _____________________________ 800.815.4000 N/A
Peter Kowalczuk, President
[email protected]
Confidentiality and Non-Disclosure Agreement

Form F-2ZP-1502 Rev. 04 termN Page 5 of 5 Supplier ________ CONFIDENTIAL Liebherr initials

9. Entire Agreement

9.1 This Agreement encompasses the entire understanding between the Parties with respect to the subject matter of this Agreement, and there are no representations, warranties, covenants, agreements or collateral understandings, oral or otherwise, express or implied, affecting this instrument that are not expressly set fort h herein. This Agreement supersedes any and all prior agreements, written or oral, heretofore made between the Parties with respect to the subject matter of this Agreement.

9.2 This Agreement may not be modified or amended except by a writing duly execut ed by authorised representatives of the respective Parties.

Each Party hereto has caused this Agreement to be duly executed by its respective duly authorised representative as follows:

Liebherr-America, Inc.
“Liebherr”
Canon Solutions America, Inc.
“Supplier”
By:
signature

By: _________________________
signature
Name: Dr. Neal H. Seymour

Title: Contracts Manager Name: Peter P . Kowalczuk

Date: 27th March, 2020 Title: President
Date: ______________________

10/31/19
03/16/20
KN
6/1/2020
Requirements for National Cooperative Contract

OMNIA PARTNERS EXHIB ITS

EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE

NEW JERSEY BUSI NESS COMPLIANCE
Suppliers intending to do business in the State of New Jersey must comply with policies and procedures required under New Jersey statues. All offerors submitting proposals must complete the following forms spe cific to the State of New Jersey. C ompleted forms should be submitted with the offeror’s response to the RFP. Failure to complete the New Jersey packet will impact OMNIA Partners’s ability
to promote the Master Agreement in the State of New Jersey.

DOC #1 Owne
rship Disclosure Form
DOC #2 Non-Collusion Affidavit
DOC #3 Affirmative Action Affidavit
DOC #4 Political Contribution Disclosure Form
DOC #5 Stockholder Disclosure Certification
DOC #6 Certification of Non-Involvement in Prohibited Activities in Iran DOC #7 New Jersey Business Registration Certificate
New Jersey suppliers are required to comply with the following New Jersey statutes when applicable:
• all anti-discrimination laws, including those contained in N.J.S.A. 10:2-1 through N.J.S.A. 10:2-14, N.J.S.A. 10:5-1, and N.J.S.A. 10:5-31 through 10:5-38; • Prevailing Wage Act, N.J.S.A. 34:11-56.26, for all contracts within the contemplation of the Act;
• Public Works Contractor Registration Act, N.J.S.A. 34:11-56.26; and • Bid and Performance Security, as required by the applicable municipal or state statutes.

Requirements for National Cooperative Contract

OMNIA P

ARTNERS EXHIBITS

EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
DOC #1

OWNERSHIP DISCLOSURE FORM
(N.J.S. 52:25-24.2)
Pursuant to the requirements of P.L. 1999, Chapter 440 effective April 17, 2000 (Local Public Contracts Law), the offeror shall complete the form attached to these specifications listing the persons owning 10 percent (10%) or more of the firm presenting the proposal.

Company Name:

Street:

City, State, Zip Code:

Complete as appropriate:

I _______________________________________, certify that I am the sole owner of ____________________________________, that there are no partners and the business is not incorporated, and the provisions of N.J.S. 52:25-24.2 do not apply.

OR:

I _______________________________________, a partner in___________________________, do hereby certify that the following is a list of all individual partners who own a 10% or greater interest therein. I further certify that if one (1) or more of the partners is itself a corporation or partnership, there is also set forth the names and addresses of the stockholders holding 10% or more of that corporation’s stock or the individual partners owning 10% or greater interest in that partnership.

OR:

I _______________________________________, an authorized representative of ______________________, a corporation, do hereby certify that the following is a list of the names and addresses of all stockholders in the corporation who own 10% or more of its stock of any class. I further certify that if one (1) or more of such stockholders is itself a corporation or partnership, that there is also set forth the names and addresses of the stockholders holding 10% or more of the corporation’s stock or the individual partners owning a 10% or greater interest in that partnership. (Note: If there are no partners or stockholders owning 10% or more interest, indicate none.) Name Address Interest
I furthe
r certify that the statements and information contained herein, are complete and correct to the best of my knowledge and belief.

Date Authorized Signature and Title
Canon Solutions America, Inc.

Corporate Headquarters: One Canon Park
Melville, NY 11747
Peter Kowalczuk
Canon Solutions America, Inc.

Canon U.S.A., Inc. One Canon Park, Melville, NY 11747 100% Peter Kowalczuk

President

OMNIA PARTNERS EXHIBITS

EXHIBIT F - FEDERAL FUNDS CERTIFICATIONS
Requirements for National Cooperative Contract

Page 26 of 44 ends

Form F-2ZP-1502 Rev. 04 termN Page 5 of 5 Supplier ________ CONFIDENTIAL Liebherr initials

9. Entire Agreement

9.2 This Agreement may not be modified or amended except by a writing duly execut ed by authorised representatives of the respective Parties.

Each Party hereto has caused this Agreement to be duly executed by its respective duly authorised representative as follows:

Liebherr-America, Inc.
“Liebherr”
Canon Solutions America, Inc.
“Supplier”
By:
signature

By: _________________________
signature
Name: Dr. Neal H. Seymour

Title: Contracts Manager Name: Peter P . Kowalczuk

Date: 27th March, 2020 Title: President
Date: ______________________

10/31/19
03/16/20
KN
6/1/2020
- 11EBHERR

OMNIA PARTNERS EXHIBITS

EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
DOC #2

NON-COLLUSION AFFIDAVIT
Company Name: Canon Solutions America, Inc.

Street: Corporate Headquarters: One Canon Park
City, State, Zip Code: _M_e_lv_i_lle_,_N_Y_1_1_7_4_7 ___ _____ _ State of New York
County of Suffolk ---------------------
L Peter Kowalczuk
Name
of the Melville
City
in the County of Suffolk , State of_N_e_w_Y_o_rk _____ _____ _ of full age, being duly sworn according to law on my oath depose and say that:

I am the President of the firm of Canon Solutions America, Inc.

Title Company Name
the Offeror making the Proposal for the goods, services or public work specified under the attached proposal, and that I executed the said proposal with full authority to do so; that said Offeror has not directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free, competitive bidding in connection with the above proposal, and that all statements contained in said proposal and in this affidavit are true and correct, and made with full knowledge that relies upon the truth of the statements contained in said proposal and in the statements contained in this affidavit in awarding the contract for the said goods, services or public work.

I further warrant that no person or selling agency has been employed or retained to solicit or secure such contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, except bona fide employees or bona fide established commercial or selling agencies maintained by
Canon Solutions America, Inc.

Company Name
Subscribed and sworn before me
rd
this 6 day of .:f VVVL
f ~ ~
Notary Public of tv~ 'fo ,\l.
,20 QO
My commission expires ;J Uv\:.(. 1 q ,20~
~~ President
AuthorizedSignatu&Title
Peter Kowalczuk
Requirements for National Cooperative Contract
PAMELA l\,l/1.RIMO
NOTARY PUBLIC, Stata of New 'fork
Mo. 01MA5C45376
Qualified in Suffolk County
Commission Expires June 19 20Q3 ' -
Requirements for National Cooperative Contract
SEAL
OMNI

A PARTNERS EXHIBITS

EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
DOC #3

AFFIRMATIVE ACTION AFFIDAVIT
(P.L. 1975, C.127)
Company Name:

Street:

City, State, Zip Code:

Proposal Certification:

Indicate below company’s compliance with New Jersey Affirmative Action regulations. Company’s proposal will be accepted even if company is not in compliance at this time. No contract and/or purchase order may be issued, however, until all Affirmative Action requirements are met.

Required Affirmative Action Evidence:

Procurement, Professional & Service Contracts (Exhibit A) Vendors must submit with proposal:

1. A photo copy of their Federal Letter of Affirmative Action Plan Approval OR

2. A photo copy of their Certificate of Employee Information Report OR

3. A complete Affirmative Action Employee Information Report (AA302) ________ Public Work – Over $50,000 Total Project Cost:

A. No approved Federal or New Jersey Affirmative Action Plan. We will complete Report Form AA201-A upon receipt from the
B. Approved Federal or New Jersey Plan – certificate enclosed I further certify that the statements a nd information contained herein, are complete and correct to the best of my knowledge and belief.
_______________________ _________________________________ Date Auth orized Signature and Title
Canon Solutions America, Inc.

Corporate Headquarters: One Canon Park
Melville, NY 11747
President
Peter Kowalczuk

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Form F-2ZP-1502 Rev. 04 termN Page 5 of 5 Supplier ________ CONFIDENTIAL Liebherr initials

9. Entire Agreement

9.2 This Agreement may not be modified or amended except by a writing duly execut ed by authorised representatives of the respective Parties.

Each Party hereto has caused this Agreement to be duly executed by its respective duly authorised representative as follows:

Liebherr-America, Inc.
“Liebherr”
Canon Solutions America, Inc.
“Supplier”
By:
signature

By: _________________________
signature
Name: Dr. Neal H. Seymour

Title: Contracts Manager Name: Peter P . Kowalczuk

Date: 27th March, 2020 Title: President
Date: ______________________

10/31/19
03/16/20
KN
6/1/2020
__ IIEBHERR
Requirements for National Cooperative Contract

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ARTNERS EXHIBITS

EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
DOC #3, continued P.L. 1995, c. 127 (N.J.A.C. 17:27)

MANDATORY AFFIRMATIVE ACTION LANGUAGE

PROCUREMENT, PROFESSIONAL AND SERVICE

CONTRACTS
During the performance of this contract, the contractor agrees as follows:

The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. The contractor will take affirmative action to ensure that such applicants are recruited and employed, and that employees are treated during employment, without regard to their age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. Such action shall include, but not be limited to the following:
employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth provisions of this non-discrimination clause.

The contractor or subcontractor, where applicable will, in all solicitations or advertisement for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation.

The contractor or subcontractor, where applicable, will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer advising the labor union or workers' representative of the contractor's commitments under this act and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer pursuant to P.L. 1975, c. 127, as amended and supplemented from time to time and the Americans with Disabilities Act.

The contractor or subcontractor agrees to attempt in good faith to employ minority and female workers trade consistent with the applicable county employment goal prescribed by N.J.A.C. 17:27 -5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time or in accordance with a binding determination of the applicable county employment goals determined by the Affirmative Action Office pursuant to N.J. A.C. 17:27 -5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time.

The contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area, including employment agencies, placement bureaus, colleges, universities, labor unions, that it does not discriminate on the basis of age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and that it will discontinue the use of any recruitment agency which engages in direct or indirect discriminatory practices.

The contractor or subcontractor agrees to revise any of it testing procedures, if necessary, to assure that all personnel testing conforms with the principles of job -related testing, as established by the statutes and court decisions of the state of New Jersey and as established by applicable Federal law and applicable Federal court decisions.

The contractor or subcontractor agrees to review all procedures relating to transfer, upgr ading, downgrading and lay-off to ensure that all such actions are taken without regard to age, creed, color, national origin, ancestry, marital status, sex , affectional or sexual orientation, and conform with the applicable employment goals, consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and applicable Federal court decisions.

The contractor and its subcontractors shall furnish such reports or other documents to the Affirmative Action Office as may be requested by the office from time to time in order to carry out the purposes of these regulations, and public agencies shall furnish such information as may be requested by the Affirmative Action Office for conducting a compliance investigation pursuant to Subchapter 10 of the Administrative Code (NJAC 17:27). ________________
________________________________
Signature of Procurement Agent
Peter Kowalczuk, President

OMNIA PARTNERS EXHIBITS

EXHIBIT F - FEDERAL FUNDS CERTIFICATIONS
Requirements for National Cooperative Contract

Page 26 of 44 ends

Form F-2ZP-1502 Rev. 04 termN Page 5 of 5 Supplier ________ CONFIDENTIAL Liebherr initials

9. Entire Agreement

9.2 This Agreement may not be modified or amended except by a writing duly execut ed by authorised representatives of the respective Parties.

Each Party hereto has caused this Agreement to be duly executed by its respective duly authorised representative as follows:

Liebherr-America, Inc.
“Liebherr”
Canon Solutions America, Inc.
“Supplier”
By:
signature

By: _________________________
signature
Name: Dr. Neal H. Seymour

Title: Contracts Manager Name: Peter P . Kowalczuk

Date: 27th March, 2020 Title: President
Date: ______________________

10/31/19
03/16/20
KN
6/1/2020

IIIBHIRR
Certification 2 3 8 2 0
This is to certify that the contractor I steel 0elow has submitted an Employee Information Report pursuant to N.J.A.C. 17:27-1.1 et. seq. and the State Treasurer has approved said report This approval will remain in effectforthe period of 15-FEB-2019 to 15-FEB-2022
CANONS

ONE CANO

SUFFOLK
Requirements for National Cooperative Contract

OMNIA PARTNERS EXHIBITS

EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Public Agency Instructions
This page provides guidance to public agencies entering into contracts with business entities that are required to file Political Contribution Disclosure forms with the agency. It is not intended to be provided to contractors. What follows are instructions on the use of form local units can provide to contractors that are required to disclose political contributions pursuant to N.J.S.A. 19:44A-20.26 (P.L. 2005, c. 271, s.2). Additional information on the process is available in Local Finance Notice 2006 -1 ( http://www.nj.gov/dca/divisions/dlgs/resources/lfns_2006.html). Please refer back to these instructions for the appropriate links, as the Local Finance Notices include links that are no longer operational.

1. The disclosure is required for all contracts in excess of $17,500 that are not awarded pursuant to a “fair and open” process (N.J.S.A. 19:44A-20.7).

2. Due to the potential length of some contractor submissions, the public agency should consider allowing data to be submitted in electronic form (i.e., spreadsheet, pdf file, etc.). Submissions must be kept with the contract documents or in an appropriate computer file and be available for public access. The form is worded to accept this alternate submission. The text should be amended if electronic submission will not be allowed.

3. The submission must be received from the contractor and on file at least 10 days prior to award of the contract.

Resolutions of award should reflect that the disclosure has been received and is on file.

4. The contractor must disclose contributions made to candidate and party committees covering a wide range of public agencies, including all public agencies that have elected officials in the county of the public agency, state legislative positions, and various state entities. The Division of Local Government Services recommends that cont ractors be provided a list of the affected agencies. This will assist contractors in determining the campaign and political committees of the officials and candidates affected by the disclosure. a. The Division has prepared model disclosure forms for each county. They can be downloaded from the “County PCD Forms” link on the Pay -to-Play web site at http://www.nj.gov/dca/divisions/dlgs/programs/lpcl.html#12 .

They will be updated from time-to-time as necessary.
b. A public agency using these forms should edit them to properly reflect the correct legislative district(s). As the forms are county -based, they list all legislative districts in each county. Districts that do not represent the public agency should be removed from the lists.
c. Some contractors may find it easier to provide a single list that covers all contributions, regardless of the county.

These submissions are appropriate and should be accepted. d. The form may be used “as-is”, subject to edits as described herein. e. The “Contractor Instructions” sheet is intended to be provided with the form. It is recommended that the Instructions and the form be printed on the same piece of paper. The form notes that the Instructions are printed on the back of the form; where that is not the case, the text should be edited accordingly. f. The form is a Word document and can be edited to meet local needs, and posted for download on web sites, used as an e-mail attachment, or provided as a printed document.

5. It is recommended that the contractor also complete a “Stockholder Disclosure Certification.” This will assist the local unit in its obligation to ensure that contractor did not make any prohibited contributions to the committees listed on the Business Entity Disclosure Certification in the 12 months prior to the contract (See Local Finance Notice 2006-7 for additional information on this obligation at http://www.nj.gov/dca/divisions/dlgs/resources/lfns_2006.html ). A sample Certification form is part of this package and the instruction to complete it is included in the Contractor Instructions. NOTE: This section is not applicable to Boards of Education.

DOC #4

OMNIA PARTNE

RS EXHIBITS

EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Contractor Instructions
Business entities (contractors) receiving contracts from a public agency that are NOT awarded pursuant to a “fair and open” process (defined at N.J.S.A. 19:44A-20.7) are subject to the provisions of P.L. 2005, c. 271, s.2 (N.J.S.A. 19:44A-

20.26). This law provides that 10 days prior to the award of such a contract, the contractor shall disclose contributions to:
• any Sta
te, county, or municipal committee of a political party • any legislative leadership committee*
• any con
tinuing political committee (a.k.a., political action committee) • any candidate committee of a candidate for, or holder of, an elective office:
o of the public entity awarding the contract
o of that county in which that public entity is located o of another public entity within that county
o or of a legislative district in which that public entity is located or, when the public entity is a county, of any legislative district which includes all or part of the county The disclosure must list reportable contributions to any of the committees that exceed $300 per election cycle that were made during the 12 months prior to award of the contract. See N.J.S.A. 19:44A-8 and 19:44A-16 for more details on reportable contributions.

N.J.S.A. 19:44A-20.26 itemizes the parties from whom contributions must be disclosed when a business entity is not a natural person. This includes the following:
• individuals with an “interest” ownership or control of more than 10% of the profits or assets of a business entity or 10% of the stock in the case of a business entity that is a corporation for profit • all principals, partners, officers, or directors of the business entity or their spouses • any subsidiaries directly or indirectly controlled by the business entity • IRS Code Section 527 New Jersey based organizations, directly or indirectly controlled by the business entity and filing as continuing political committees, (PACs).

When
the business entity is a natural person, “a contribution by that person’s spouse or child, residing therewith, shall be deemed to be a contribution by the business entity.” [ N.J .S.A. 19:44A-20.26(b)] The contributor must be listed on the disc
losure.

Any business entity that fails to comply with the disclosure provisions shall be subject to a fine imposed by ELEC in an amount
to be determined by the Commission which may be based upon the amount that the business entity failed to report.

The encl
osed list of agencies is provided to assist the contractor in identifying those public agencies whose elected official and/o
r candidate campaign committees are affected by the disclosure requirement. It is the contractor’s responsibility to ident
ify the specific committees to which contributions may have been made and need to be disclosed. The disclosed information may exceed the minimum requirement.

The encl
osed form, a content-consistent facsimile, or an electronic data file containing the required details (along with a signed cover sheet) may be used as the contractor’s submission and is disclosable to the public under the Open Public Record
s Act.

The contractor m ust also co mplete the attached S tockholder D isclosure Certification. Thi s will assist the agen cy in meeting its obligations under the law. NOTE: This section does not appl y to Board of Education contracts. * N.J.S.A. 19:44A-3(s): “The te rm "legislative leadership committee" means a committee established, author ized to be established, or designated by the President of the Senate, the Minority Leader of the Senate, the Speaker of the General Asse
mbly or the Minority Leader of the General Assembly pursuant to section 16 of P.L.1993, c.65 (C.19:44A-10.1) for the purpose of receiving contributions and making expenditures.” Requirements for National Cooperative Contract
Doc #4, continued
Requirements for National Cooperative Contract

OMNIA P

ARTNERS EXHIBITS

EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Required Pursuant to N.J.S.A. 19:44A-20.26
This form or its permitted facsimile must be submitted to the local unit no later than 10 days prior to the award of the contract.

Part I – Vendor Information
Vendor Name:

Address:

City: State: Zip:

The undersigned being authorized to certify, hereby certifies that the submission provided herein represents compliance with the provisions of N.J.S.A. 19:44A-20.26 and as represented by the Instructions accompanying this form.
_______________________ _____
__________________ ________________________
Signature Printed Name Title
Part II – Contribution Disclosure
Disclosure requirement: Pursuant to N.J.S.A. 19:44A-20.26 this disclosure must include all reportable political contributions (more than $300 per election cycle) over the 12 months prior to submission to the committees of the government entities listed on the form provided by the local unit.  Check here if disclosure is provided in electronic form Contributor Name Recipient Name Date Dollar Amount
$
 Check here if the information is continued on subsequent page(s) Doc #4, continued
Canon Solutions America, Inc.

Corporate Headquarters: One Canon Park
Melville NY 11747
Peter Kowalczuk President

OMNIA PARTNERS EXHIBITS

EXHIBIT F - FEDERAL FUNDS CERTIFICATIONS
Requirements for National Cooperative Contract

Page 26 of 44 ends

Form F-2ZP-1502 Rev. 04 termN Page 5 of 5 Supplier ________ CONFIDENTIAL Liebherr initials

9. Entire Agreement

9.2 This Agreement may not be modified or amended except by a writing duly execut ed by authorised representatives of the respective Parties.

Each Party hereto has caused this Agreement to be duly executed by its respective duly authorised representative as follows:

Liebherr-America, Inc.
“Liebherr”
Canon Solutions America, Inc.
“Supplier”
By:
signature

By: _________________________
signature
Name: Dr. Neal H. Seymour

Title: Contracts Manager Name: Peter P . Kowalczuk

Date: 27th March, 2020 Title: President
Date: ______________________

10/31/19
03/16/20
KN
6/1/2020
Requirements for National Cooperative Contract

OMNIA P

ARTNERS EXHIBITS

EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
List
of Agencies with Elected Officials Required for Political Contribution Disclosure N.J.S.A. 19:44A-20.26
County N
ame:

State: Governor, and Legislative Leadership Committees
Legislative District #s:

State Senator and two members of the General Assembly per district.

County:

Freeholders County Clerk Sheriff
{County Executive} Surrogate
Municipalities (Mayor and members of governing body, regardless of title):

USERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD

FROM THE PAY TO PLAY SECTION OF THE DLGS WEBSITE A
COUNTY-BASED, CUSTOMIZABLE FORM.

Doc #4, continued

OMNIA PARTNERS EXHIBITS

EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
DOC#5

STOCKHOLDER DISCLOSURE CERTIFICATION
Name of Business:

El I certify that the list below contains the names and home addresses of all stockholders holding 10% or more of the issued and outstanding stock of the undersigned.

OR
D I certify that no one stockholder owns 10% or more of the issued and outstanding stock of the undersigned.

Check the box that represents the type of business organization:

C Partnership IZJ Corporation D Sole Proprietorship
C Limited Partnership C Limited Liability Corporation C Limited Liability Partnership C Subchapter S Corporation
Sign and notarize the form below, and, if necessary, complete the stockholder list below.

Stockholders:

Name: Canon U.S.A., Inc.

Home Address: One Canon Park
Melville, NY 11747
Name:

Home Address:

Name:

Home Address:
-2.rd ...,...

Subscribed and sworn before me this _ ..J day of ✓ UV\~ , 2 o.ao PAMELA MP..Fl!MO
NOTARY PUBLIC, Stme of New 'fork
(Notary Public) Mo. 01MA5C45376
Qualified in Suffolk Counly .

My Commission exp9~\P.mis:sion Expires June 19, 20J 3
Name:

Home Address:

Name:

Home Address:

Name:

Home Address:

Peter Kowalczuk, President
(Print name & title of affiant)
Cor orate Seal
Requirements for National Cooperative Contract
Requirements for National Cooperative Contract

OMNIA PART

NERS EXHIBITS

EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
DOC #6
Certification of Non-Involvement in Prohibited Activities in Iran Pursuant to N.J.S.A. 52:32-58, Offerors must certify that neither the Offeror, nor any of its parents, subsidiaries, and/or affiliates (as defined in N.J.S.A. 52:32 – 56(e) (3)), is listed on the Department of the Treasury’s List of Persons or Entities Engaging in Prohibited Investment Activities in Iran and that neither is involved in any of the investment activities set forth in N.J.S.A. 52:32 – 56(f).

Offerors wishing to do business in New Jersey through this contract must fill out the Certification of Non-Involvement in Prohibited Activities in Iran here:
http://www.state.nj.us/humanservices/dfd/info/standard/fdc/disclosure_investmentact.pdf .

Offer
ors should submit the above form completed with their proposal.

OMNIA PARTNERS EXHIBITS

EXHIBIT F - FEDERAL FUNDS CERTIFICATIONS
Requirements for National Cooperative Contract

Page 26 of 44 ends

Form F-2ZP-1502 Rev. 04 termN Page 5 of 5 Supplier ________ CONFIDENTIAL Liebherr initials

9. Entire Agreement

9.2 This Agreement may not be modified or amended except by a writing duly execut ed by authorised representatives of the respective Parties.

Each Party hereto has caused this Agreement to be duly executed by its respective duly authorised representative as follows:

Liebherr-America, Inc.
“Liebherr”
Canon Solutions America, Inc.
“Supplier”
By:
signature

By: _________________________
signature
Name: Dr. Neal H. Seymour

Title: Contracts Manager Name: Peter P . Kowalczuk

Date: 27th March, 2020 Title: President
Date: ______________________

10/31/19
03/16/20
KN
6/1/2020
001811-Feb2020
Canon Solutions America, Inc.
✔
Peter Kowalczuk
President
06/03/20

STATE OF NEW JERSEY--DIVISION OF PURCHASE AND PROPERTY

DISCLOSURE OF INVESTMENT ACTIVITIES IN IRAN
Quote Number: Bidder /Offeror :

PART 1: CERTIFICATION
BIDDERS MUST COMPLETE PART 1 BY CHECKING EITHER BOX.

FAILURE TO CHECK ONE OF THE BOXES WILL RENDER THE PROPOSAL NON-RESPONSIVE .

Pursuant to Public Law 2012, c. 25, any person or entity that submits a bid or proposal or otherwise proposes to enter into or renew a contract must complete the certification below to attest, under penalty of perjury, that neither the person or entity, nor any of its parents, subsidiaries, or affiliates, is identified on the Department of Treasury's Chapter 25 list as a person or entity engaging in investment activities in Iran. The Chapter 25 list is found on the Division's website at http://www.state.nj.us/treasury/purchase/pdf/Chapter25List.pdf . Bidders must review this list prior to completing the below certification. Failure to complete the certification will render a bidder's proposal non-responsive. If the Director finds a person or entity to be in violation of law, s/he shall take action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment ' IIIBHIRR
PLEASE CHECK THE APPRc.;, rnr., ...... ..,.,,,..
□
I certify, pursuant to Public caw 201 , c. 25, tnat neither the bidder use above nor any ot the oldder's parents, subsidiaries, or affiliates is listed on the N.J. Department of the Treasury"s list of entities determined to be engaged in prohibited activities in Iran pursuant to P.L. 2012, c. 25 ("Chapter 25 List"). I further certify that I am the person listed above, or I am an officer or representative of the entity listed above and am authorized to make this certification on its behalf. I will skip Part 2 and sign and complete the Certification below.

OR
□
I am unable to certify as above because the bidder and/or one or more of its parents, subsidiaries, or affiliates is listed on the Department's Chapter 25 list. I will provide a detailed, accurate and precise description of the activities in Part 2 below and sign and complete the Certification below. Failure to provide such will result in the proposal being rendered as non responsive and appropriate penalties, fines and/or sanctions will be assessed as provided by law.

PART 2: PLEASE PROVIDE FURTHER INFORMATION RELATED TO INVESTMENT ACTIVITIES IN IRAN You must provide a detailed, accurate and precise description of the activities of the bidding person/entity , or one of its parents, subsidiaries or affiliates, engaging in the investment activities in Iran outlined above by completing the boxes below.

EACH BOX WILL PROMPT YOU TO PROVIDE INFORMATION RELATIVE TO THE ABOVE QUESTIONS . PLEASE PROVIDE THOROUGH ANSWERS TO EACH QUESTION. IF YOU NEED TO MAKE ADDITIONAL ENTRIES, CLICK THE "ADD AN ADDITIONAL ACTIVITIES ENTRY" BUTTON.

Name
Description of Activities _______ _
Duration of Engagement _ ___ ~
Bidder/Offeror Contact Name ,.,_, ,~ /

ADD AN ADDITIONAL ACTIVITIES ENTR'
Certification: I, being duly sworn upon my oath, hereb
my knowledge are true and complete. I attest that I a I acknowledge that the State of New Jersey is relying
obligation from the date of this certification through th answers of information contained herein. I acknowled!
this certification, and if I do so, I recognize that I am s my agreement(s) with the State of New Jersey and th
unenforceable.

Full Name (Print):

Title:

OPP Standard Forms Packet 11/ 201 3
Relationship to Bidder/Offerer --------
Requirements for National Cooperative Contract

OMNIA P

ARTNERS EXHIBITS

EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
DOC #7

NEW JERSEY BUSINESS REGISTRATION CERTIFICATE
(N.J.S.A. 52:32-44)
Offerors wishing to do business in New Jersey must submit their State Division of Revenue issued Bus
iness Registration Certificate with their proposal here. Failure to do so will disqualify the Offeror from offering products or services in New Jersey through any resulting contract. http://www.state.nj.us/treasury/revenue/forms/njreg.pdf Taxpayer Identification# 132-677-004/000
Dear Business Representative:
05/16/13
Congratulations! You are now registered with the New Jersey Division of Revenue.

Use the Taxpayer Identification Number listed above on all correspondence with the Divisions of Revenue and Taxation, as well as with the Department of Labor (if the business is subject to unemployment withholdings). Your tax returns and payments will be filed under this number, and you will be able to access information about your account by referencing it.

Additionally, please note that State law requires all contractors and subcontractors with Public agencies to provide proof of their registration with the Division of Revenue. The law also amended Section 92 of the Casino Control Act, which deals with the casino service industry.

We have attached a Proof of Registration Certificate for your use. To comply with the law, if you are currently under contract or entering into a contract with a State agency, you must provide a copy of the certificate to the contracting agency.
you·ij@ii~"'~-q~sti~,·~r:ijijf~~ffltirij1·,~;fprift~tibn: feet free to c~II our R~!stration Hotline at 09)2Q~~l921:, . . ... , :,h:." :/r::·t .'' ·t . . .. i
istt •·~:¢9~ihif~iJi~~~,~,,::(#\~9i~ ij~rtr~~ts.etj·d~avors. ft!f '. ;·>4 >~:,, .· n :·•:w'::: n .......... ·>11
J ¾·
.~AME:
· .. ,Sincerely,
James J. Fruscione
Director
.. N~w Jersey Division of Revenue

STATE OF NEW JERSEY

BUSINESS REGISTRATION CERTIFICATE
.. ,. i<T'.RADE NAME:
-£l;4:si,04
•"tUTIONS AMERICA, INC.

ADDRESS:
05/01/71
ISSUANCE DATE:
05116/13 9---- .

Director
New Jersey Division of Revenue
Amount
of Sale

STATE OF NEW JERSEY

DEPARTMENT OF THE TREASURY

DIVISION OF TAXATION

SALES TAX COLLECTION SCHEDULE
RATE 7% EFFECTIVE JULY 15, 2008
Tax to be Amount
Collected of Sale
$0.01 to $0.10 . . None $5.91 to $6.10

0.11 to 0.19 . . $0.01 6.11 to 6.19

0.20 to 0.32 .. .02 6.20 to 6.32
Tax to be
Collected
.. $0.42
.. .43
.. .44

0.33 to 0.47 .. .03 6.33 to 6.47 ... .45

0.48 to 0.62 .. .04 6.48 to 6.62 .. .46

0.63 to 0.77 . . .05 6.63 to 6.77 .. .47

0.78 to 0.90 . . .06 6.78 to 6.90 .. .48

0.91 to 1.10 . . .07 6.91 to 7.10 .. .49

1.11 to 1.19 .. .08 7.11 to 7.19 . . .50

1.20 to 1.32 .. .09 7.20 to 7.32 . . .51

1.33 to 1.47 .. .10 7.33 to 7.47 . . ' .52

1.48 to 1.62 .. .11 7.48 to 7.62 .. .53

1.63 to 1.77 .. .12 7.63 to 7.77 .. .54

1.78 to 1.90 .. .13 7.78 to 7.90 .. .55

1.91 to 2.10 .. .14 7.91 to 8.10 .. .56

2.11 to 2.19 . . .15 8.11 to 8.19 .. .57

2.20 to 2.32 .. .16 8.20 to 8.32 .. .58

2.33 to 2.47 .. .17 8.33 to 8.47 .. .59

2.48 to 2.62 .. .18 8.48 to 8.62 . . .60

2.63 to 2.77 . . .19 8.63 to 8.77 .. .61

2.78 to 2.90 . . .20 8.78 to 8.90 .. .62

2.91 to 3.10 . . .21 8.91 to 9.10 .. .63

3.11 to 3.19 .. .22 9.11 to 9.19 . . .64

3.20 to 3.32 .. .23 9.20 to 9.32 .. .65

3.33 to 3.47 .. .24 9.33 to 9.47 .. .66

3.48 to 3.62 .. .25 9.48 to 9.62 .. .67

3.63 to 3.77 .. .26 9.63 to 9.77 .. .68

3.78 to 3.90 .. .27 9.78 to 9.90 ... · .69

3.91 to 4.10 .. .28 9.91 to IO.IO .. .70*

4.11 to 4.19 .. .29 Over $10 •• ■• .70*

4.20 to 4.32 .. .30 Over $20 • ■• ■ 1.40*

4.33 to 4.47 .. .31 Over $30 .... 2.10•

4.48 to 4.62 .. .32 Over $40 .... 2.80*

4.63 to 4.77 .. .33 Over$50 . ... 3.50*

4.78 to 4.90 .. .34 Over$60 .... 4.20*

4.91 to 5.10 . . .35 Over$70 •• ■ • 4.90*

5.11 to 5.19 . . .36 Over$80 •• ■ • 5.60*

5.20 to 5.32 .. .37 Over$90 ••• ■ 6.30*

5.33 to 5.47 .. .38 Over$100 .... 1.00•

5.48 to 5.62 .. .39 Over$200 .... 14.00*

5.63 to 5.77 . . .40 Over$300 .... 21.00•

5.78 to 5.90 .. .41 Over$400 .... 28.00*
* On amounts:-' "Ve $10.00, the tax shall be $0.07 on each full dollar of U nount of sale, plus the tax on each part of a dollar in ex .. ess of a full dollar in accordance with the above formula. ST-75 (7-06)
'
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-522 Agenda Date: 5/28/2024

REPORT TO COUNCIL

SUBJECT
Action to Authorize the City Manager to Negotiate and Execute Agreements and/or Amendments to Existing Agreements as Required to Complete Emergency Transformer Replacement at Juliette Substation and Approve Related Budget Amendment

BACKGROUND
The City of Santa Clara's Electric Utility, Silicon Valley Power (SVP), owns and operates the Juliette Substation (JUL), which provides electric service and power to Intel Corporation (Intel). Intel is one of SVP’s largest customers, and the Intel campus connects to SVP’s 60KV Northwest Loop.

SVP and Intel are interconnected between SVP’s 12KV transformers and the customer’s 12KV switchgear. Intel is responsible for maintaining their own switchgear and substation. As part of the electric system, SVP owns and is responsible for maintaining the 60KV Circuit Breakers and two (2) 60KV/12KV, 56MVA distribution transformers at JUL.

Intel’s Request to Re-rate Existing Transformers
In 2022, Intel requested that SVP conduct a re-rating of the existing 56MVA transformers at JUL.

Their requested rating is 62MVA, which represents a 10.7% increase.

These transformers were manufactured by the HK Porter Company in 1986. Delta Star Inc. (DSI) currently holds ownership of the design; therefore, SVP contracted with DSI to perform the re-rate study for the transformers located at JUL. Intel has or will pay for the study, the resulting inspections, and all the recommended upgrades.

In September 2022, DSI performed an initial inspection and assessment of the JUL transformers to determine whether they were in acceptable condition to be rated at a higher MVA. At that time, DSI informed SVP that the transformer inspection and field testing did not indicate any problem areas or concerns, and that the transformers could be re-rated to 62MVA. As a part of their deliverables, DSI also produced a re-rate engineering report, which outlined the new MVA rating for the existing JUL transformers, along with all of the required field upgrades.

In March 2024, prior to performing field upgrades to the JUL transformers, DSI performed an additional inspection. This time, DSI found various issues with the transformers, including:
1) Large gaps in the core steel and possible core joint overheating, as evidenced by high parts- per-million (PPM) concentration of hydrogen gas in the insulating oil. 2) Loose key spacers in the transformer’s high voltage winding. This can pose a critical challenge during a fault.
3) Low voltage winding leads and bushings that need to be replaced in order to increase the MVA City of Santa Clara Printed on 5/24/2024Page 1 of 5
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rating of the transformers.
4) Other identified areas of concern are regarding the heating of oil and paper as shown by elevated gases in the insulating oil and the lack of margin in winding rises.

Due to these new findings from the latest field inspection of the JUL transformers, a re-rate is no longer feasible. DSI has recommended the following: (1) maintain the current transformers MVA rating; (2) increase monitoring, and (3) add cooling fans in an effort to extend the life of the aging transformers until their replacements are delivered. This will affect Intel’s request to meet their desired 62MVA demand as the transformers will remain at their current rating of 56MVA until replaced.

DISCUSSION
SVP, with concurrence from the Purchasing Division Manager, recommends that the City procure from DSI two (2) new 65MVA transformers for JUL without being required to engage in a formal competitive procurement process. Under Section 2.105.290 of the Santa Clara City Code, the City of Santa Clara (the City) may forgo competitive bidding when, “Due to circumstances beyond the control of the City, the time necessary to use the competitive procurement procedure would result in substantial economic loss to the City or substantial interference with a critical City operation.” These transformers require replacement to avoid a substantial interference with a critical City operation, namely, to provide electric service.

SVP conducted due diligence by directly reaching out to major transformer manufacturers, including Delta Star, Inc. (DSI), Prolec-GE Waukesha, Inc., Siemens Energy USA, and Hyundai Power Transformers USA (Hyundai), and received limited responses. Hyundai declined to bid on transformers of this size and other vendors have not yet provided bids for SVP’s consideration. In addition, the current market is facing significant supply chain issues, with many large vendors refusing to accept any new orders or unable to meet SVP’s delivery requirements.

DSI provided SVP with a quote for two (2) new 60KV/12KV, 65MVA transformers. DSI’s pricing is $9.3 million for both transformers, with the first delivery scheduled for the end of Q3/2025 and the second delivery promised for Q4/2026. This quote expires 30 days from May 1, 2024. DSI is the only local power transformer manufacturing company with a plant in San Carlos, CA, and a local transformer field services crew, and DSI is currently supporting SVP with similar projects. Staff is evaluating potential options included in the quote for additional services and recommended spare parts. This pricing does not include tax, therefore, staff recommends authorization for up to $11.5 million for these transformers including optional items, freight, and taxes.

In addition, staff requests authorization for the City Manager to negotiate and execute contracts, agreements, amendments to existing agreements, or issue purchase orders where appropriate for the purchase of all services necessary for the installation of the transformers. This includes (1) civil, foundation and overhead electrical work services, (b) design and construction of new foundation, oil containment, and electrical connections, and (c) any additional modifications and protection coordination work. Staff will authorize this work using existing agreements with engineering firms or through new agreements in alignment with the City’s purchasing policy and in the best interest of the City. Where construction services are needed, such services will be solicited and contracted pursuant to the City Charter.

The phased approach for replacing the JUL 56MVA transformers is as follows:

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1. Phase 1 - Approve procurement of two (2) new transformers and issue a Purchase Order to secure delivery dates.

2. Phase 2 - Begin engineering design for civil, foundation, oil containment, overhead electrical and protective relays.

3. Phase 3 - Solicit and contract services from a general contractor to perform civil and electrical work outside of the transformer manufacturer’s scope.

4. Phase 4 - Field construction, installation, testing, commissioning, and energizing two (2) new transformers at JUL over multiple years.

Estimated Costs
SVP is anticipating additional costs related to the foundation design, civil work, overhead electrical work, and construction of the oil containment. Currently, the only known cost is that of the two (2) new 60KV/12KV, 65MVA Transformers without options. Civil and electrical work cost estimates are based on a similar scope of work at SVP’s Agnew Substation. Staff recommends approval of an additional $2,000,000 for contingency.

A preliminary estimate of the equipment and tasks that have been identified and their associated cost is as follows:

Equipment/Project Estimated Cost
Procurement of two (2) transformers including
selected options and sales tax
$11,500,000
Civil, overhead electrical and foundation work for
two (2) transformers
$ 1,500,000
Contingency $ 2,000,000
Total Estimated Cost $15,000,000
Contract Authority
Due to the critical need to replace the transformers at JUL as soon as possible, SVP recommends an expedited process that delegates authority to the City Manager to negotiate and execute new agreements and/or amendments to existing agreements for a total authorization of up to $15,000,000 for the specific purpose of completing all procurement of materials and services related to the two (2) new transformers at JUL. SVP will coordinate closely with the Purchasing Division of the Finance Department as well as with the City Attorney’s Office to assure procurement methods are aligned with the City Charter, the City Ordinance, City policies, and will evaluate the decision to execute new agreements and/or amendments to existing agreements to best meet the needs of the City. Approval of these recommendations will permit staff to execute documents needed to secure delivery timelines for these critical transformers and accelerate other actions associated with this critical project.

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the proposed actions are exempt from the California Environmental Quality Act (“CEQA”) pursuant to sections 15301 and 15302 of Title 14 of the California Code of Regulations as they authorize the replacement of existing infrastructure.

FISCAL IMPACT
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The recommended budget amendment below is needed to fully fund the transformer procurement costs, as well as associated engineering and construction services. Costs, totaling $15.0 million are proposed to be funded by a transfer from the Electric Utility Fund Unrestricted Fund Balance to the Juliette Substation Transformer Rerate and Installation Project (CIP 2462) in the Electric Utility Capital Fund.

Budget Amendment
FY 2023/2024
Current Increase/ (Decrease) Revised
Electric Utility Fund (091)
Transfers Out
Transfer to the Electric Utility
Capital Fund
$23,062,234 $15,000,000 $38,062,234
Ending Fund Balance
Unrestricted Fund Balance $87,174,994 ($15,000,000) $72,174,994 Electric Utility Capital Fund
(591)
Transfers In
Transfer from the Electric
Utility Fund
$23,062,234 $15,000,000 $38,062,234
Expenditures
Juliette Substation
Transformer Rerate and
Installation Project
$ 4,252,040 $15,000,000 $19,252,040

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

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

RECOMMENDATION

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

2. Authorize the City Manager to negotiate and execute agreements and/or amendments to existing agreements to complete the transformer replacements at Juliette Substation with a maximum City of Santa Clara Printed on 5/24/2024Page 4 of 5
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compensation of $15,000,000, subject to approval as to form by the City Attorney;

3. Authorize the City Manager to take any actions as necessary to implement and administer the agreements and to negotiate and execute amendments as needed to complete the Juliette Substation transformer replacements, subject to the total maximum authorization of $15,000,000 and review and approval as to form by the City Attorney;

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

A. In the Electric Utility Fund, increase the transfer to the Electric Utility Capital Fund and decrease the Unrestricted Ending Fund Balance in the amount of $15.0 million (five affirmative Council votes required for the use of unused balances); and
B. In the Electric Utility Capital Fund, recognize a transfer from the Electric Utility Fund and increase the Juliette Substation Transformer Rerate and Installation Project in the amount of $15.0 million (five affirmative Council votes required to appropriate additional revenue).

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jovan D. Grogan, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-38 Agenda Date: 5/28/2024

REPORT TO COUNCIL

SUBJECT
Action on an Agreement for Services with CRMOrbit, Inc. dba energyOrbit for a Rebate Processing System for Silicon Valley Power

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City of Santa Clara’s Electric Department, Silicon Valley Power (SVP), primarily relies on manual processes for rebate management, while most electric utilities in California are using a rebate processing tool to increase capacity. This lack of a rebate processing tool limits SVP’s expansion and enhancement of its customer offerings.

California law mandates SVP to track and report on its use of public benefits funds for energy efficiency and low-income programs, as well as spending of funds received from the State of California for electric vehicles and chargers. SVP has largely used a combination of manual processes and third-party tools for tracking, and those methods do not scale easily with increased offerings or increased participation.

The Climate Action Plan states that the City’s main strategies for achieving carbon reduction in buildings and energy is to “shift to electric fuels in new and existing buildings to achieve net-zero carbon buildings” and “improve energy efficiency.” Customer programs can impact a customer’s decision to improve energy efficiency and reduce carbon. Using a tool that is capable of appropriately scaling to meet customer offerings and participation is an important step to improving participation.

Staff identified a rebate processing tool as a critical necessity to align with the goals of SVP, City Council, and our customers. This tool will streamline processing, enable paperless transactions, and ensure timely payment of customer rebates. It will also allow SVP to fulfill state reporting obligations more efficiently.

DISCUSSION
In August 2021, Turlock Irrigation District (TID) published a Request for Proposals (RFP) for a rebate management system. Through the RFP process, energyOrbit was selected for award and TID subsequently executed an agreement with energyOrbit on December 14, 2021. The term of TID’s agreement is five years through December 14, 2026.

Staff is recommending entering into an agreement with CRMOrbit, Inc. dba energyOrbit (energyOrbit) for a three-year term beginning on or around June 1, 2024. This recommendation is pursuant to City City of Santa Clara Printed on 5/24/2024Page 1 of 3
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24-38 Agenda Date: 5/28/2024
Code Section 2.105.270(d) which states that the City may, without observing formal bidding requirements, contract directly with a vendor at a price and on terms obtained through a competitive bidding process of another public agency, when such agreement resulted from a competitive bid process that meets or exceeds the City’s competitive bid process. The Purchasing Division Manager has determined that the above-mentioned competitive process meets or exceeds the City’s process; therefore, it is appropriate for the City to rely on TID’s competitive process and contract with energyOrbit.

To meet goals for enhanced programs around electrification and solar, SVP needs to significantly increase customer rebate processing capacity by the end of 2024. The energyOrbit rebate system is tailored for electric utility rebate tracking, payment, and reporting, and is currently used by several other utilities, including Roseville Electric. This software-as-a-service enables efficient, paperless processing and ensures timely payment of customer rebates. Additionally, it serves as a repository for various customer program information.

The proposed agreement with energyOrbit includes a one-time implementation fee and fixed subscription pricing for each year. The implementation payment schedule is tied to successful completion of key project milestones, with the remaining 10%, or $23,869.50, payable after the system goes live. The total implementation cost of the software is $238,695, of which a substantial portion is associated with initial setup. Initial setup involves creating process maps, cleaning up data, creating approval processes, and transferring historical data, among other things. Should SVP adopt another rebate processing system in the future, the implementation cost is expected to be greatly reduced because those initial setup activities will transfer over to the new system and those costs will not be incurred again.

Compensation in the agreement is outlined in Table 1 below.

Cost Element Cost
One-Time Implementation Fee $238,695.00
Year 1 Software Subscription Fee $ 30,245.00
Year 2 Software Subscription Fee $ 31,152.35
Year 3 Software Subscription Fee $ 32,086.92
Subtotal $332,179.27
Contingency $ 17,820.73
Not-to-Exceed Maximum Compensation $350,000.00
TID’s agreement with energyOrbit ends on December 31, 2026. Typically, when leveraging another public agency’s agreement, it is the practice of the Purchasing Division to align the terms with the other agency’s agreement. In this case, SVP staff with the concurrence of the Purchasing Manager, is requesting approval for a term through April 30, 2027, as the software subscription with energyOrbit requires a full three years. Additionally, staff is requesting authority to further extend the term of the agreement in the event that TID extends their term.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California City of Santa Clara Printed on 5/24/2024Page 2 of 3
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24-38 Agenda Date: 5/28/2024
Environmental Quality Act (“CEQA”) pursuant to section 15378(b)(4) of Title 14 of the California Code of Regulations as the implementation of the rebate processing tool is an administrative activity which does not involve a commitment to any specific project which may result in a potentially significant physical impact on the environment.

FISCAL IMPACT
The compensation under the proposed contract with crmOrbit, Inc. is not to exceed $350,000 to provide licensing and implement a utility rebate processing, payment, and reporting solution.

Sufficient funds are available in the SVP Public Benefits Fund in the Electric Operating Grant Trust Fund.

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

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

RECOMMENDATION

1. Authorize the City Manager to execute the proposed Agreement for Services (Agreement) with CRMOrbit, Inc. dba energyOrbit for a Rebate Processing System for a three-year term beginning on or around June 1, 2024, with a maximum compensation not to exceed $350,000, subject to the annual appropriation of funds funded by Silicon Valley Power’s Public Benefit’s Program in the Electric Operating Grant Trust Fund; and

2. Authorize the City Manager to take any actions as necessary to implement and administer the Agreement and to negotiate and execute amendments to the Agreement to (a) increase the maximum compensation by up to an additional $100,000 for a total maximum compensation not to exceed $450,000 in the event that SVP requires additional training, licenses, or features, and (b) exercise options to extend the term to align with the term of the Agreement with the lead agency, Turlock Irrigation District, subject to the appropriation of funds and review and approval as to form by the City Attorney.

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

ATTACHMENTS

1. Proposed Agreement with CRMOrbit, Inc. dba energyOrbit City of Santa Clara Printed on 5/24/2024Page 3 of 3
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EBIX Insurance No. S200005292

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
CRMORBIT, INC. DBA ENERGYORBIT

PREAMBLE
This Agreement is entered into as the date last executed by the Parties ("Effective Date") between the City of Santa Clara, California, a chartered California municipal corporation (City) and CRMOrbit, Inc. dba energyOrbit, a California corporation (Contractor). City and Contractor may be referred to individually as a "Party".

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

8. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required Services and goods of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such Services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A - Scope of Services
Exhibit B - Schedule of Fees and Payment Provisions
Exhibit C - Insurance Requirements
Exhibit D - Saas Solution Support Services
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, 23-24-63 Agreement with CRM Orbit, Inc., dba energyOrbit Rev. 07-01-18

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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 June 1, 2024 and terminate on May 31, 2027.

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

4. WARRANTY
In addition to those warranties contained in Exhibit A, Contractor expressly warrants that all Services and materials covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions applicable to this Agreement.

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

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

6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES AND PAYMENT PROVISIONS." The maximum compensation of this Agreement is Three Hundred Fifty Thousand Dollars ($350,000) subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services, including any taxes. All Services performed or supplies, materials and equipment provided in excess of the maximum compensation shall be at Contractor's expense. 23-24-63 Agreement with CRM Orbit, Inc., dba energyOrbit Rev. 07-01-18

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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. If City exercises its right to terminate this Agreement under this Section 7(A), then (i) City shall remit payment to Contractor for any Services rightfully delivered by Contractor to City up to the effective time of such termination and (ii) Contractor shall have no obligation to refund City any pre-paid license fees remitted by City to Contractor before the effective time of such termination.

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. 23-24-63 Agreement with CRM Orbit, Inc., dba energyOrbit Rev. 07-01-18

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11. CONFIDENTIALITY
A. "Confidential Information" means, with respect to a Party hereto, all information or material which is either (1) marked or identified as "Confidential," "Restricted," or "Proprietary Information" or other similar marking or identification, or (2) known by the Parties or of the type that is typically to be considered confidential and proprietary. Confidential Information shall consist of all information, whether in written, oral, electronic, or other form, furnished on or after the Effective Date by one of the Parties or its Representatives ("Representative" is defined as any elected and appointed officials, affiliate, director, officer, employee, agent, advisor, consultant, or subcontractor of either of the Parties or their subsidiaries or affiliates) to the other Party or to its Representatives, and specifically includes but is not limited to City's individually identifiable City information, City's customer usage data and financial data, City's customer information, and the Contractor's technology and related documentation. In addition, Confidential Information includes all documents, including drafts, preliminary drawings or plans, notes, ideas and communications that City provides to Contractor, unless City authorizes, in writing, the release of said information. Finally, Confidential Information includes Contractor's proprietary know-how and/or business processes embodied in the software as a service Rebate Management System and utilized to deliver the Services. Contractor pricing is not Confidential Information. From time to time in this Agreement, City's personally identifiable City information, City's customer usage data and financial data, City's customer information shall be referred to "City's Customer Data". For purposes of this provision, the term "Disclosing Party" shall mean the Party that discloses to the other Party certain Confidential Information and the term "Receiving Party" shall mean the Party that receives such Confidential Information.

B. [INTENTIONALLY OMITTED]
C. The Receiving Party will treat all Confidential Information, no matter written, electronic, or oral, as confidential and proprietary, and the Receiving Party shall only use the information for City-authorized Project uses. As such, the Receiving Party shall hold in confidence the Confidential Information, and ensure that the Confidential Information is not disclosed to any other person or entity, except as expressly permitted by this Agreement. Receiving Party shall not disclose Confidential Information received under this Agreement to any person other than its Representatives who require knowledge of the Confidential Information in furtherance of City-authorized Project uses. The Receiving Party shall inform its Representatives of the confidential nature of the Confidential Information and advise such Representatives of the limitations on the use and disclosure and prohibition on making copies or summaries of the Confidential Information. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives. 23-24-63 Agreement with CRM Orbit, Inc., dba energyOrbit Rev. 07-01-18

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Neither Contractor nor its Representatives shall use the Confidential Information for any commercial purpose.

D. If the Receiving Party becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy, or waive compliance with the provisions of this Agreement. So long as it is consistent with applicable law, the Receiving Party will not oppose action by, and the Receiving Party will cooperate with, the Disclosing Party, at the Disclosing Party's sole cost and expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. If the Disclosing Party fails to obtain such protective order or other remedy, or if the Disclosing Party waives compliance with the requirements of the preceding sentence, the Receiving Party will disclose only that Confidential Information that it is legally required to disclose, and will exercise commercially reasonable efforts, at Disclosing Party's expense, to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.

E. In the event the Receiving Party discloses, disseminates or releases any Confidential Information, except as expressly permitted by this Agreement, such disclosure, dissemination or release will be deemed a material breach of this Agreement and the Disclosing Party may demand prompt return of all Confidential Information previously provided to the Receiving Party. As soon as the Receiving Party becomes aware that it has made an unauthorized disclosure of Confidential Information, the Receiving Party shall take any and all necessary actions to recover the improperly disclosed Confidential Information and immediately notify Disclosing Party regarding the nature of the unauthorized disclosure and the corrective measures being taken. Each Party agrees that any breach of their confidentiality obligations could cause irreparable harm to the other Party, the amount of which would be extremely difficult to estimate. Accordingly, it is understood and agreed that monetary damages would not be a sufficient remedy for any material breach of this Agreement and that specific performance and injunctive relief in addition to monetary damages shall be appropriate remedies for any breach or any threat of such breach. The provisions of this Paragraph are in addition to any other legal rights or remedies the Receiving Party may have under federal or state law.

F. Contractor acknowledges that although City will endeavor to include in the Confidential Information those materials that are believed to be reliable and relevant, City makes no representation or warranty as to the accuracy or completeness of the Confidential Information.
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G. Contractor agrees to provide City with copies of all data, reports, and publications that are produced as a result of having access to Confidential Information.

H. Within two (2) weeks of the termination of this Agreement, each Party will return to the other Party any and all Confidential Information, including all originals, copies, translations, transcriptions or any other form of said material, without retaining any copy or duplicate thereof. To the extent permitted by law, and if authorized in writing by City, Contractor shall promptly destroy any and all electronic and hardcopy versions of the City Confidential Information, as well as any documents consisting of excerpts or portions of the Confidential Information. Contractor shall certify in writing the destruction of the Confidential Information. To the extent permitted by law, and if authorized in writing by the Contractor, City shall promptly destroy any and all electronic and hardcopy versions of the Contractor Confidential Information, as well as any documents consisting of excerpts or portions of the Confidential Information. City shall certify in writing the destruction of the Confidential Information. City may perform an audit of Contractor's records to confirm the return or destruction of the Confidential Information at Contractor's sole cost and expense. City shall have this audit right for three (3) years after the termination of this Agreement.

I. City owns the data stored in the solution. Upon mutual agreement (as to term and pricing) reached prior to the expiration of the applicable subscription term, Contractor shall grant City access to the data, including exporting it directly from its database, at any time up to one (1) year after Agreement termination or expiration. Contractor shall delete such data as directed by City.

J. Contractor may allow its Representatives who are subcontractors or subconsultants to access City's Confidential Information solely as necessary for Contractor to perform the Services under this Agreement and for no other purpose whatsoever; provided, those Representatives execute a confidentiality agreement offering protections substantially similar to those contained in this Agreement.

K. Contractor shall implement and maintain technical and organizational measures to protect City's Confidential Information against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access as described in accordance with the highest industry standard and applicable law. Contractor shall adopt and maintain throughout the Term such security measures to encrypt City's Customer Data and other Confidential Information of City; to help ensure ongoing confidentiality, integrity, availability and resilience of the Services; to help restore timely access to City Confidential Information following an incident; and for regular testing of the effectiveness of solution security. Contractor shall update or modify its data security measures from time to time provided that such updates and 23-24-63 Agreement with CRM Orbit, Inc., dba energyOrbit Rev. 07-01-18

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modifications do not result in the degradation of the overall security of the Services. Contractor shall ensure compliance with its data security measures described herein by its Representatives to the extent applicable to their scope of performance. Without limiting City's remedies and notwithstanding anything to the contrary in this Agreement, Contractor shall immediately investigate and remediate any accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access of City's Confidential Information and take such actions as required by City in connection therewith.

L. This Section shall survive the expiration or earlier termination of this Agreement.

12. OWNERSHIP OF MATERIAL
All documents and materials furnished by City to Contractor shall remain the property of City and shall be returned to City upon termination of this Agreement, for any reason. Except in the case of the solution, a derivative work, improvement or modification thereof, in which case ownership of such shall be with the Contractor, all documents or material prepared or caused to be prepared by Contractor, its officers, employees, agents and subcontractor, specifically for the City as part of the Services, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other Party. Contractor shall, at Contractor's sole cost and expense, provide such documents and materials to City upon prior written request. Notwithstanding the foregoing, all documents or materials prepared or caused to be prepared by Contractor for general use of its clients (in addition to City) in the course of Contractor's delivery of the Services and which are not the copyright of any other party or publicly available, including educational materials, the solution (including all copies, modifications, and derivative works thereof, by whomever produced) and any other computer applications, shall continue to be the property of Contractor. Finally, Contractor (or other third party licensors) shall retain all intellectual property rights, if any, embodied in: (a) the software as a service System (as defined in Exhibit A) delivered for the benefit of the City pursuant to this Agreement and (b) the proprietary know-how and/or business processes utilized to deliver to the City the Services detailed herein.

13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
A. City, through its authorized employees, representatives or agents shall have the right during the Term and for four (4) years from the date of final payment for Services or goods provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all 23-24-63 Agreement with CRM Orbit, Inc., dba energyOrbit Rev. 07-01-18

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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.

B. 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 arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement - including claims of any kind by Contractor's employees or persons contracting with Contractor to perform any portion of the Services - and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

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

C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ("Act") and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibilities under the Act.
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15. INSURANCE REQUIREMENTS
During the Term, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.

16. WAIV ER
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.

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

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

CRMORBIT, INC
911 Lakeville Street, Suite 137
Petaluma, CA 94952
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

18. COMPLIANC E WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to "The Code of the City of Santa Clara, California" ("SCCC"). In particular, Contractor's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to 23-24-63 Agreement with CRM Orbit, Inc., dba energyOrbit Rev. 07-01-18

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comply with City's Ethical Standards:
http://santaclaraca.gov/home/showdocument?id=58299 .

19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and 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.
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25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original , but both of which shall constitute one and the same instrument.

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

CITY OF SANTA CLARA , CALIFORNIA
a chartered California municipal corporation
Dated : Approved as to Form: ---------- ----
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
"CITY"
CRMORBIT, INC. DBA ENERGYORB IT
a California corporation
Dated: 05/01/24
By (Signature): JonEu •IM• 1,202rn,21EDT)
====~ ----------- --
Name: Jon Ezrine
Title: CEO
Dated: ---------- ---- ----Pr inc i pa I Place of 911 Lakeville Street , Suite 137 Business Address: Petaluma, CA 94952
Email Address: --------- ---------
Te I e phone : (866) 628-8744
"CONTRACTOR "
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EXHIBIT A - SCOPE OF SERVICES
SECTION 1. INTRODUCTION
Contractor shall provide a software as a service Rebate Management System (the "System"), including all professional services to define, configure, and maintain the System.

SECTION 2. PROJECT TEAM

2.1 The following roles and people will comprise the Contractor project team:

2.1.1 Executive Oversight- James Murray, VP of Professional Services (Houston, TX)

2.1.2 Project Manager - Phil Harmon, Sr. Project Manager (Portland, OR)

2.1.3 Business Analyst- Makena lkiara, Salesforce Business Analyst (Austin, TX)

2.1.4 Technical Leadership / Solution Architect - Alex Zeltser, CTO (Hayward, CA)

2.1.5 Development Lead & Quality Assurance - Zeeshan Virani (Atlanta, GA) SECTION 3. IMPLEMENTATION TASKS

3.1 Task 1 - Kickoff. This meeting shall gather the Contractor and City project teams to meet and review the project plan and establish a common goal for project completion. Specific activities include:

3.1.1 Introductions for the project team;

3.1.2 Project plan confirmation;

3.1.3 Roles and responsibilities;

3.1.4 Project governance (including status reporting)

3.2 Task 2 - Blueprint

3.2.1 This effort shall produce the overall high-level blueprint of the overall solution. The desired outcome is to create an Implementation Design document to include:

3.2.1.1 High level process flows for energy efficiency project workflow;

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3.2.1.3 Security approach (roles and access);

3.2.1.4 Training/Change Management Plan;

3.2.1.5 Interface Design Specification Template;

3.2.1.6 Test plan;

3.2.1.7 Infrastructure plan;

3.2.2 As part of the Blueprint phase, Contractor shall establish a multi environment infrastructure. Contractor shall need a multi-environment approach as soon as the solution is deployed. Although our requirements may change depending upon the City's Information Technology standards, our proposed minimum requirement shall be a development environment (configuration, development and unit testing), a test environment (functional, unit and regression testing) and a production environment.

3.2.3 Establishing these environments early will facilitate the City's ability to manage the solution going forward.

3.3 Task 3 - Detailed Project Plan
At the conclusion of the Blueprint phase, the Contractor's project team shall update the initial project plan to reflect any changes made as a result of the Blueprint-related work.

Contractor shall then use the revised project plan to manage the remainder of the project.

3.4 Task 4 - Design and Prototyping

3.4.1 Contractor shall design the Portfolio/Program structure for the Rebate Management System based on the provided business requirements and shall conduct design sessions to define business rules and validations.

3.4.2 In the process of validating the design, Contractor's project team may elect to prototype specific configurable aspects of the solution. In previous projects, this has proven helpful in enabling users to understand the look and feel of the new system prior to finalizing the design.

3.4.3 The specifications for any required interfaces shall be prepared during this task, along with an estimated level of effort to develop and implement those interfaces. The decision regarding the scheduling of the development and implementation shall be determined after those specifications have been approved, and the project scope, budget, and schedule adjusted as needed.

3.5 Task 5 - Configuration and Development

3.5.1 This phase shall involve the actual configuration of the solution and shall include the approved custom interface development. Configuration shall be Agreement with CRM Orbit dba energyOrbiVExhibit C-lnsurance Rev. 07-01-18

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done on an iterative basis, with the configuration reviewed periodically with users to confirm the configuration meets the design.

3.5.2 The design document created in the Blueprint task shall be updated to include the additional details created and shall serve as final system documentation provided at the completion of the project.

3.6 Task 6 - Deployment and Testing
Contractor shall execute unit testing and support functional testing to ensure the solution is functioning as designed. The following types of testing shall be conducted.

3.6.1 Unit testing shall be performed by the configurator/developer who created the functionality. Successful completion of unit testing shall be validated by the City by reviewing the unit test results. Upon approving the unit test results, the City will determine timing for moving the configuration to functional testing. The moving of the configuration from the Development environment to the Test environment shall be executed by Contractor, unless otherwise determined by the City.

3.6.2 Functional testing shall be executed by the City and supported by Contractor testers. The City shall be responsible for creating the functional test scripts, leveraging unit test scripts provided by Contractor. Test scripts shall cover the "happy path" for moving an application from Lead to payment processing. Negative testing shall be performed to ensure validations and error messages appear as designed. Defined acceptance criteria shall be met before the system shall be approved for User Acceptance Testing.

3.6.3 Regression testing may be required if the functionality being deployed shall impact functionality that is already in production. The process for regression testing shall leverage the functional testing process to ensure there are no negative impacts to production.

3.7 Task 7 - User Training and User Acceptance Testing (UAT) Contractor shall provide training in accordance with the approved training plan developed in the Blueprint task. This training could include:

3.7.1 Functional testing training and UAT tester training (provided prior to functional testing and prior to UAT respectively);

3. 7 .2 User training sessions - three (3) 4-hour sessions;

3.7.3 Administrative training session - three (3) 4-hour sessions;

3.7.4 Admin prerequisite: Salesforce Administration Training provided by Salesforce;
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3.7.5 User acceptance testing shall be led by the City, who shall provide the test scripts and scenarios for the users. Contractor shall contribute to the test scripts and shall support UAT for defects and issues that arise.

3.8 Task 8 - Migration to Production (Go-Live)
In preparation for Go Live, the Contractor's project team shall identify any issues that need to be addressed first. Examples of tasks that must be verified as complete before Go-Live include:

3.8.1 Test scripts have passed and UAT has been completed;

3.8.2 Necessary data have been uploaded and verified by the City team;

3.8.3 All users have been trained and have received a login;

3.8.4 Contractor has identified and documented pre-and post-deployment activities; the City team has reviewed the deployment checklist and assigned a resource to coordinate activities;

3.8.5 Contractor has uploaded the configuration change set from Test to Production. (NOTE: depending upon City IT standards, City/utility resources may upload the configuration change set. If that is the case, documentation and support shall be provided by Contractor);

3.8.6 The City team should coordinate smoke tests for validating and verifying successful completion of deployment to production.

3.9 Task 9 - Stabilization
For four weeks following successful Go-Live, Contractor shall support the City to ensure the deployment and use of the system is successful. This support includes:

3.9.1 User support and follow-up training as requested;

3.9.2 Defect resolution;

3.9.3 Minor enhancements to improve usability and adoption;

3.9.4 System administrator support (this assumes the City has an assigned system administrator that has been trained).

3.10 Schedule
Project tasks are anticipated to be complete within seven (7) months from initiation. Upon successful and accepted implementation, maintenance and support of Rebate Management System shall renew annually.

3.11 Progress Reports
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In relation to custom enhancements to be provided by Contractor, a progress report shall be prepared by Contractor and delivered to the City representative via fax, mail, electronic mail, or in person, to the City bi-weekly. The progress report shall contain, but not be limited to, the following items:

3.11.1 An updated, detailed project schedule, with explanations for any changes.

3.11.2 A detailed list of all activities performed since the previous report.

3.11.3 A list of all Contractor personnel working on the project since the last report with an identification of the activities of each person and the amount of time worked.

3.11.4 A list of the planned activity of Contractor personnel for the next reporting period.

3.11.5 A description of current and anticipated problem areas or issues.

3.12 Timeline
Implementation tasks will be completed over the following timeline:

3.12.1 Task 1 - Project Kickoff will occur during the first month of the Term.

3.12.2 Task 2 - Blueprinting will occur from the third week of the first month of the Term to the first week of the second month of the Term.

3.12.3 Task 3, 4, and 5 - System Development & Testing will occur from the first week of the second month of the Term to the first week of the sixth month of the Term.

3.12.4 Task 6 - User Acceptance Testing will occur from the second week of the sixth month of the Term to the first week of the seventh month of the Term.

3.12.5 Task 7 - Deployment will occur from the first week of the seventh month of the Term to the third week of the seventh month of the Term.

3.12.6 Task 8 - Training will occur from the third week of the seventh month of the Term to the first week of the eighth month of the term.

3.12.7 Task 9 - Stabilization will occur during the eighth month of the term.

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SECTION 4. SAAS SOLUTION SUPPORT SERVICES
Contractor will provide telephone and email support ("Technical Support") as defined in Exhibit D - ENERGYORBIT SERVICE LEVEL AGREEMENT.

SECTION 5. ADDITIONAL SERVICES

5.1 When services such as licenses, training, or configuration are required that are not included in Table 81 of Exhibit B System Implementation or Table 82 of Exhibit B - Master License and Products ("Additional Services"), SVP will notify Contractor to provide a Proposal for Services. SVP will provide a description of the Services required and any other relevant information (Work Request).

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

5.2.1 A work plan that includes a detailed description of the licenses required and / or services to be performed.

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

5.2.3 Any required documents.

5.2.4 A list of City responsibilities.

5.2.5 A final acceptance criteria.

5.2.6 An itemized cost proposal showing:

5.2.6.1 Hours and hourly rates by position for both Contractor and subcontractor personnel if applicable.

5.2.6.2 Parts, materials

5.2.6.3 Reimbursable expenses, in accordance with the limitations set forth in Exhibit B.

5.2.6.4 Any additional costs including, but not limited to freight, permits, fees

5.2.6.5 Breakdown of materials and labor sufficient to calculate sales tax

5.2.6.6 Estimated total cost including sales tax

5.2.6. 7 All submitted pricing shall be in accordance with the rates authorized in Exhibit B of this Agreement and the Proposal shall include sufficient information for the City to determine that rates are in accordance with the Agreement.

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

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

5.2.9 Provided that Contractor's original Proposal includes all items listed in Section 5.2, the City and Contractor may negotiate whether the cost for the additional services will be fixed price (lump sum) or based on specific rates of compensation (e.g. time-and-materials) for completion of the services.

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

5.3 Work Authorization:

5.3.1 If the completion of the services in the Proposal will not result in total costs under this Agreement exceeding the maximum amount for Additional Services in Table 83 - Optional License, Products, and Services of Exhibit B, (when combined with all previously authorized Additional Services), the City may authorize the proposed services as set forth in this Section.

5.3.2 The City will issue a purchase order authorizing Additional Services.

Purchase Order ("Purchase Order") is a document issued by the City of Santa Clara Finance Department which will reference the terms and conditions of this Agreement and serves as final approval for each additional Services.

5.3.3 A Proposal attached to a Purchase Order for Additional Services must be consistent with - and cannot alter - the terms and conditions of this Agreement. The terms and conditions of this Agreement shall prevail over any and all terms and conditions contained in a Proposal - even if the Proposal expressly states that it is intended to control. Any conflicting terms and conditions in a Proposal are invalid and unenforceable.

5.3.4 Contractor shall not initiate the additional services and the City will not compensate the Contractor until the City has issued a Purchase Order.

5.3.5 The City may terminate an Approved Service for convenience with ten (10) days prior written notice to Contractor. In such event, the Contractor shall have no further rights hereunder, except that Contractor shall be paid for all Services adequately rendered prior to such termination.

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5.3.6 Each Purchase Order shall be incorporated into the Agreement by reference and subject to its terms and conditions and the Services contained therein shall be included within the Services.

5.3.7 Quotes, pricing, and Proposals are not confidential and will not be treated as confidential even if marked confidential when submitted.

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EXHIBIT B

SCHEDULE OF FEES AND PAYMENT PROVISIONS
SECTION 1. MAXIMUM COMPENSATION
The maximum compensation payable to Contractor during the Term shall not exceed the amount in Section 6 (Compensation and Payment) of this Agreement.

SECTION 2. SYSTEM IMPLEMENTATION FEES

2.1 Contractor shall provide all services as specified in Exhibit A on a firm fixed fee basis as set forth in Table B1 - Milestones below.
a e - iys em mp1 emen a I0n T bl 81 S t t f p avmen t M"I t 1 es ones Milestone Cost

1. Project Initiation (Task 1 in Project Plan) $23,869.50

2. Completion of Requirements Development and Design (Task 2 in $35,804.25 Project Plan)

3. Implementation of Requirements in DevelopmenUTest Environment $119,347.50 (Task 3, 4 & 5 in Project Plan)

4. Acceptance of Rebate Management System (Task 6 in Project Plan) $35,804.25

5. Production launch of Rebate Management System (Task 7 in Project $23,869.50 Plan)
System Implementation Total: $238,695.00

2.2 Contractor will invoice the City following the City's acceptance of designated deliverables for each task as set forth in Table B1. City shall pay all undisputed invoices within such time as City reasonably requires but which shall not exceed sixty (60) days of receipt of such invoice.

SECTION 3. ONGOING SOFTWARE LICENSE & PRODUCT PRICES

3.1 The cost of software licenses shall be in accordance with Table B2 - Master License and Products. Beginning in Year 2, Annual License Fees shall increase 3% annually.

3.2 Contractor will invoice the City 100% of the amount listed in Table B2 in advance for each respective contract year as follows:

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3.2.1 Year 1: beginning on May 1, 2024, and ending on April 30, 2025;

3.2.2 Year 2: beginning on May 1, 2025, and ending on April 30, 2026; and

3.2.3 Year 3: beginning on May 1, 2026, and ending on April 30, 2027.

3.3 City shall pay all undisputed invoices within such time as City reasonably requires but which shall not exceed sixty (60) days of receipt of such invoice.

3.4 In the event of early termination of the Agreement, Section 7(A) of the Agreement shall govern City's right of refund, if any.

Table 82 - Master License and Products
Annual License Fees
Product & License Quantity Unit
Price Per Total Cost Type Year
energyOrbit
Administrative 3 $1,650.00 $4,950.00
License
energyOrbit User
License 12 $1 ,650.00 $19,800.00
energyOrbit
Customer 1,000 $0.75 $750.00 Community - Login
(Customers)
energyOrbit
Customer
Community- 25 $50.00 $1,250.00
Member
(Contractors)
energyOrbit Full
Sandbox 1 $3,495.00 $3,495.00
Subtotal (Year 1) N/A N/A $30,245.00
Subtotal (Year 2) N/A N/A $31,152.35
Subtotal (Year 3) N/A N/A $32,086.92
Agreement with CRM Orbit dba energyOrbiUExhibit C-lnsurance Rev. 07-01-18
Notes
Administrative user licenses for
Silicon Valley Power program
personnel to access the core
energyOrbit solution .

Platform user licenses for
Silicon Valley Power program
personnel or third-party users
to access the core energyOrbit
solution.

Community login licenses for
SVP customer users to access
and submit application within
the energyOrbit portal.

Community member licenses
for contractor users to
frequently access and submit
applications within the
energyOrbit portal.

Full sandbox is an exact replica
of the production environment
used for user acceptance
testing to troubleshoot issues
as part of on-going support.

N/A
N/A
N/A

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I Total for 3 Years N/A N/A 1$93,484.27 1 N/A
SECTION 4. OPTIONAL LICENSES. PRODUCTS, AND SERVICES
During the term of this Agreement, the City may from time to time request that Contractor provide additional software products. Contractor shall quote and invoice optional professional licenses, products and services in accordance with Table B3 - Optional License, Products, and Services.
a e - ,p·1ona T bl 83 0 f IL" ,cense, P d t ro uc s, an dS erv,ces Product & Quantity Unit Cost Total Cost Notes License Type Community login licenses
for SVP customer users to
access and submit
energyOrbit applications within the
Customer 12,000 $0.75 $9,000 energyOrbit portal.

Community-
Login (Customers) Additional licenses from
this category shall be
provisioned in 1,000 count
allocations, as necessary.

Community member
energyOrbit licenses for
Customer contractors/trade ally users
Community- 25 $50 $1,250 to access and submit
Member application within the
(Contractors) energyOrbit portal.

Integration user license for
Silicon Valley Power to
energyOrbit serve as a dedicated, non-
Integration User 1 $825 $825 person user to facilitate
License automated data transfers
between systems, if
required.

Additional Services
Position Hourly Rate
Project Manager/ Business Analyst
Total Available for Optional Licenses, Products, and
Services
(Must be authorized pursuant to Section 5 of Exhibit A) Agreement with CRM Orbit dba energyOrbiUExhibit C-lnsurance Rev . 07-01-18
$180
$17,820.73

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SECTION 5. ADDITIONAL COSTS
Contractor agrees that the amounts in Sections 2 - 4 of Exhibit B represent all costs associated with this Agreement. There are no additional costs such as travel cost or other items for which Contractor may seek reimbursement.

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EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

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

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C. WORKERS' COMPENSATION

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

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

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

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

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

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

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

Agreement with CRM Orbit dba energyOrbit/Exhibit C-lnsurance Rev. 07-01-18

Page 25 of 32 ends

3. Cancellation.

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

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 E of this Exhibit C, above.

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

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

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

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

Agreement with CRM Orbit dba energyOrbit/Exhibit C-lnsurance Rev. 07-01-18

Page 26 of 32 ends

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

H. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Upon City's request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara - Silicon Valley Power
P.O. Box 100085 - S2 or 1 Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
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 CRM Orbit dba energyOrbit/Exhibit C-lnsurance Rev. 07-01-18

Page 27 of 32 ends

EXHIBIT D

ENERGYORBIT SERVICE LEVEL AGREEMENT

1. Agreement Overview
Technical Support Description. Contractor shall provide to City telephone and email support ("Technical Support") as defined in Section 2 "Service Availability- Initial Contact and Response.

2. Service Availability - Initial Contact and Response

2.1. Request for Technical Support. Authorized Users may make Technical Support requests by submitting a request via Contractor's City service web portal at https://energyorbit. force.com/support/.

2.2. Coverage parameters specific to the services covered in this Schedule are as follows:

2.2.1. Support Community: Contractor will monitor Support Community 7:00 AM. to 6:00 P.M. Monday- Friday, Pacific Time Zone. Contractor shall collect Service Requests received outside of office hours but does not guarantee action will be taken until the next business day.

2.2.2. Contractor does not offer support on the following days; inquiries received during these holidays shall be addressed on the next business day.

Dayor Date ... Official Name ·•·• .·
January 1 New Year's Day
Third Monday in February Presidents' Day
Last Monday in May Memorial Day
July4 Independence Day
First Monday in September Labor Day
Fourth Thursday in November Thanksgiving Day
Friday after Thanksgiving Day after Thanksgiving
December 25 Christmas

3. Service Tiers
Post implementation support is defined in the following table. 23-24-63 Agreement with CRM Orbit dba energyOrbit/Exhibit D-Service Level Agreement Page :;m of 32 1 City
2 Contractor
Tier 1 Support provides assistance with
simple end-use questions (Internal or 3rd
Party) for system navigation and basic /
standard functionality.

Tier 2 Support provides answers to
questions about energyOrbit semi- complex
functionality: security model, user profiles,
email templates, audit data, questions, etc.
• Support provides answers and
troubleshooting (i.e. associated with City's
customization objects) of complex
functionality and data integrity issues.
• Questions about "Managed Package" or
other non-City customizations which are
not associated with City's core objects /
extensions are routed to Tier 3 via one of
the contact mechanisms listed in this
Schedule.
• Important Note: energyOrbit shall
facilitate support for standard Platform
Contractor functionality as needed.
• Login questions.
• Screen navigation.
• Basic report creation.
• General questions energyOrbit / Platform.
• First level triage - data/ system trouble
shooting.
• Advanced Reporting / Query.
• eO Functionality or Administrative Task.
• Flow or Validation Rule setup and
configuration.
• Changes to eO generated Page layouts to
the extent not covered by Tier 1.
• Data Integrity issues at screen level.
• City Data import questions.
• General understanding of energyOrbit
objects and relationships.
• Functionality around City-specific
customization objects/ extensions.
• Data integrity issues.
• Scheduled and Batch imports/ export
issues.
• Metadata related questions.
• Defects associated with Platform.

Contractor platform and customizations (i.e.
project custom fields, validation rules, flows,
extensions, etc.).
• All Non-"Managed Package" code issues
(for code created by Contractor).
• Resolution of Tier 1 Issue Log / Defects.
• Investigation of security related issues.
23-24-63 Agreement with CRM Orbit dba energyOrbit/Exhibit D-Service Level Agreement Page 29 of 32 3 D~finition
Contractor Tier 3 Support answers questions about
"Managed Package" or other non-City
customizations which are not associated
with City's core objects/ extensions.
• Support provides technical assistance for
areas such as new releases and defects in
code or configuration that was
implemented as part of in scope
functionality.
• Important Note: Contractor shall facilitate
support for standard Platform Contractor
functionality as needed.
• Advanced technical questions about the
Managed Package.
• Data integrity questions about exported
data sets implemented by the energyOrbit
• Questions about system changes that
require configuration of the "Managed
Package" objects I flows.
• Examples of support questions for the
"Managed Package" include:
• How does energyOrbit sort measure
on the selection page by default?
• Why aren't my incentives being
capped correctly?
• How do I configure multi-phase
project payments?
• What is the purpose of the
"Installation Summary" records?
• Questions about Managed Package
defects or defects in 'unmanaged' code or
configuration that were implemented as
part of 'in scope' functionality.
• Support and maintenance of code that is
common to all customers (shared functionality).

4. Inquiry Settlement (Service Defect) Request and Response The following definitions shall be used for this Schedule.

4.1. CRITICAL: Defect Severity Level 1 (S1) - Defined as application is not available to all or substantial number of users and production processing is not available for any business purposes (i.e. software does not operate.

Excludes Internet connectivity issues).

4.2. HIGH: Defect Severity Level 2 (S2) - Defined as part of production application is not working and there is no workaround; major functionality is inoperable or unusable for a small number of users. Also defined as software does not meet in-scope business requirements without a manual work-around or a specific in-scope module of the software is not usable without a manual work-around.

4.3. MEDIUM: Defect Severity Level 3 (S3) - Defined as part of the application is not working for in-scope software features as intended, but a reasonable, jointly agreed-upon work-around exists leaving the essential functions intact and operable.

4.4. LOW: Defect Severity Level 4 (S4) - Defined as minor cosmetic problems within in-scope features of the software that do not impact the established business processes.
23-24-63 Agreement with CRM Orbit dba energyOrbit/Exhibit D-Service Level Agreement Page 30 of 32

4.5. General support (G) - General end user questions about in-scope functionality falling under the 'General Tier 3' support category (defined above).

4.6. Training requests (T) - Requests for training on in-scope features falling under the 'General Tier 3' support category (defined above).

Inquiry Settlement (Service Defect) Request and Response Table R,eqlle . . Re$ponseTia:ne ·.· Initial !-Jpd~te .. ..

IVl~~i01~tri
st Type· . ·.. Assessm~nt Frequefl~Y . .ResolQtion Time ·•· .. . .. · . ·. .·· · .. . · · .. · .. .. ..

S1 Critical During Business 2 2 16 business hours
hours: 30 minutes business business
Outside business hours hours
hours: 2 hours
S2 High 2 business hours 4 4 24 business hours
business business
hours hours
S3 Medium 8 business hours 16 Weekly 40 business hours
business
hours
S4 Low None. 24 Weekly 60 business hours
business
hours
G None. 24 business Weekly 60 business hours
hours
T None. 24 Weekly 80 business hours
business
hours

5. Service Level Agreement Reporting
Contractor agrees to report on Service Level Agreement metrics, such as the number of request submitted by month, by type as well as response times and resolution times, to City at least once every ninety days.

6. Support Limits
Support requests made to Contractor are subject to a monthly limitation as follows.

6.1. Support incidents included on a monthly basis shall be referred to as 'standard' support incidents.

6.2. Prior to system go-live date, there is no monthly limitation on standard support incidents.

6.3. From system go-live date and thereafter, up to 10 standard Tier 2 or Tier 3 support incidents (as defined above) per calendar month are included.

Unused incidents do not rollover to the next month.
23-24-63 Agreement with CRM Orbit dba energyOrbit/Exhibit D-Service Level Agreement Page 31 of 32

7. energyOrbit Upgrades
Contractor shall provide City at least four weeks' notice for planning and coordination efforts prior to availability of any Upgrades that impact the Company's energyOrbit platform.

8. Salesforce Upgrades
All releases and upgrades to the Salesforce Platform can be monitored in the City Production Environment Release Update page, available through Setup as described here:
https://help.salesforce.com/s/articleView?id=sf.release updates manage.ht m&type=5
23-24-63 Agreement with CRM Orbit dba energyOrbiUExhibit D-Service Level Agreement Page 32 of 32

AGREEMENT FOR THE PERFORMANCE OF

SERVICES
Final Audit Report
Created:

By:

Status:

Transaction ID:
2024-05-01
Newton Quantz ([email protected])
Signed
CBJCHBCAABAAMxKLREsmpZTLDugrofJVxp9PIZ l4cQxR
2024-05-01
"AGREEMENT FOR THE PERFORMANCE OF SERVICES" His
tory
'El Document created by Newton Quantz ([email protected]) 2024-05-01 - 9:54:56 PM GMT
g Document emailed to Jon Ezrine [email protected]) for signature 2024-05-01 - 9:55:00 PM GMT
'El Email viewed by Jon Ezrine [email protected])
2024-05-01 -11:20:12 PM GMT
0'o Document e-signed by Jon Ezrine [email protected]) Signature Date: 2024-05 -01 - 11 :21 :18 PM GMT - Time Source: server 0 Agreement completed.
2024-05-01 - 11 :21 :18 PM GMT
II Adobe Acrobat Sign
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-222 Agenda Date: 5/28/2024

REPORT TO COUNCIL

SUBJECT
Action on an Agreement with Kimley-Horn and Associates, Inc. for Professional Services for the Santa Clara Vision Zero Plan

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Vision Zero has been publicized as a strategy aimed at eliminating traffic fatalities and severe injuries, while enhancing safe, healthy, equitable mobility for all. Initially introduced in Sweden during the 1990s, Vision Zero programs have since been implemented around the world and locally in California and Santa Clara County. The City’s Bicycle Plan and Pedestrian Master Plan have objectives that include studying the implementation of a Vision Zero Plan.

The United States Bipartisan Infrastructure Law established the Safe Streets and Roads for All (SS4A) grant program that provides funding opportunities to develop comprehensive safety action plans and implement projects identified within these plans. To achieve the goal of studying and implementing a Vision Zero Plan, the Department of Public Works (DPW) applied for a SS4A grant in September 2022. In February 2023, DPW was notified of a $450,000 grant award to help in developing a Santa Clara Vision Zero Plan (Plan). The City was also required to provide a 20 percent local match as part of the grant.

On December 5, 2023, the City Council accepted the SS4A grant funding to establish the Plan, authorized the City Manager to execute all documents related to accepting federal funding, and approved a budget amendment of $570,000 for the Santa Clara Vision Zero Plan project.

On January 5, 2024, the grant agreement with the Federal Highway Administration (FHWA) was fully executed.

The Plan will involve robust community engagement and a comprehensive citywide safety analysis to identify the locations, severity, demographics, and common collision types within the City. The Plan will develop a collision countermeasure toolbox, comprising programmatic measures and roadway design features to address traffic safety issues. Additionally, a list of potential traffic improvements will be developed and prioritized. Upon completion of the Plan, the City will have the opportunity to seek future grant opportunities to fund implementation under the SS4A program.

DISCUSSION
Pursuant to City Code Section 2.105.140(c), a formal Request for Proposals (RFP) was conducted, with the award recommendation based on “best value.” On January 25, 2024, the City published the City of Santa Clara Printed on 5/24/2024Page 1 of 3
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24-222 Agenda Date: 5/28/2024
RFP for professional services for the Santa Clara Vision Zero Plan on the City's e-procurement platform. In addition, staff directly sent notifications to civil engineering and public outreach companies obtained from the Caltrans Disadvantaged Business Enterprise (DBE) database.

The City received one proposal from Kimley-Horn and Associates, Inc. (Kimley-Horn), which was thoroughly reviewed and evaluated by staff who checked references and determined that their proposal satisfied the RFP requirements. Kimley-Horn has extensive experience in leading roadway safety projects and similar Vision Zero efforts in California. The City conducted a Best and Final Offer (BAFO) to memorialize clarifications and provide a final opportunity for Kimley-Horn to revise their cost proposal, resulting in a cost savings of $27,000.

Staff recommends awarding an agreement to Kimley-Horn and Associates, Inc. for the Santa Clara Vision Zero Plan. Under the proposed agreement, Kimley-Horn will provide professional services including (a) project management, (b) review of existing plans, policies, and standards, (c) analysis of existing conditions, (d) public outreach, and (e) preparation of a final project report. The agreement has a term of two years and a not-to-exceed maximum compensation of $556,536, which includes a contingency amount of $50,594. Payments are tied to successful completion of key tasks/deliverables.

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 a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.

FISCAL IMPACT
The City negotiated to receive a Best and Final Offer from Kimley-Horn to obtain the recommended not-to-exceed amount.

The proposed agreement is for a total not to exceed amount of $556,536, which was negotiated by the City during the BAFO process. This amount consists of $505,942 for basic services and a $50,594 contingency for additional services. Funding for the agreement is available in the Streets and Highways Capital Fund in the Santa Clara Vision Zero Plan project (Project 1268).

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 negotiate and execute an agreement with Kimley-Horn and Associates, Inc. (Agreement) to provide professional services for the Santa Clara Vision Zero Plan City of Santa Clara Printed on 5/24/2024Page 2 of 3
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24-222 Agenda Date: 5/28/2024
project with a maximum compensation not-to-exceed $556,536 over a two-year term, in a final form approved by the City Attorney; and

2. Authorize the City Manager to take any actions necessary to implement and administer the Agreement and negotiate and execute amendments to the Agreement to extend the term and modify the scope of services, in final forms approved by the City Attorney.

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

ATTACHMENTS

1. Agreement
City of Santa Clara Printed on 5/24/2024Page 3 of 3
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Agreement with Kimley-Horn and Associates, Inc. Page 1
Rev. 07-01-18
EBIX Insurance No. *S20000_____

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
KIMLEY-HORN AND ASSOCIATES, INC.

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Kimley-Horn and Associates, Inc., a North Carolina corporation, (Consultant). City and Consultant may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled “Scope of Services”;
B. Consultant represents that it, and its 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 Consultant shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:

Exhibit A1 – Scope of Services
Exhibit A2 – City of Santa Clara SS4A Application Narrative Exhibit B1 – Schedule of Fees
Exhibit B2 – Fees by Task
Exhibit C – Insurance Requirements
Exhibit D – Title VI Assurances

Agreement with Kimley-Horn and Associates, Inc. Page 2
Rev. 07-01-18
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

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. Times for performance shall be extended, as mutually agreed, for delays which are caused by reason of: any factor outside of its reasonable control, including but not limited to natural disasters, epidemics, pandemics, quarantine restrictions, adverse weather, or acts of the City, third parties, or governmental agencies.

4. WARRANTY
Consultant’s services covered by this Agreement shall conform to the specifications, requirements and instructions upon which this Agreement is based. Consultant agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Consultant. If Consultant fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Consultant for the cost incurred by City.

5. QUALIFICATIONS OF CONSULTANT - STANDARD OF CARE
Consultant represents and maintains that it is qualified in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Consultant’s representations regarding its skills and knowledge. Consultant shall perform such Services and duties in conformance to and consistent with the professional standards of firms 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:

Agreement with Kimley-Horn and Associates, Inc. Page 3
Rev. 07-01-18
A. Complete and file the Form 700 no later than thirty (30) calendar days after the date the person begins performing services under the Agreement 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 Consultant for all materials provided and Services rendered by Consultant in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is as specified in Exhibit B1 Section 1, subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Consultant’s expense. Consultant shall not be entitled to any payment above the maximum compensation under any circumstance.

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

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

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

D. The Consultant shall have the right to terminate this agreement upon ten days written notice to the City upon breach by City of its material obligations by City under this Agreement. In the event of termination, the Consultant shall be paid for all services performed up to the effective date of the termination.

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

Agreement with Kimley-Horn and Associates, Inc. Page 4
Rev. 07-01-18
transferred without the 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 this Agreement for any cause whatsoever.

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

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

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 under this Agreement shall be the property of City but Consultant may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Consultant shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.

14. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of

Agreement with Kimley-Horn and Associates, Inc. Page 5
Rev. 07-01-18
final payment for goods or services provided under this Agreement, to audit the books and records of Consultant for the purpose of verifying any and all charges made by Consultant in connection with Consultant compensation under this Agreement, including termination of Consultant. Consultant agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Consultant shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

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

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

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

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

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

Agreement with Kimley-Horn and Associates, Inc. Page 6
Rev. 07-01-18

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

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: Department of Public Works – Traffic Division 1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]

And to Consultant addressed as follows:

Kimley-Horn and Associates, Inc.

Attention: Adam Dankberg
1300 Clay Street, Suite 325
Oakland, CA 94612
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

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

Agreement with Kimley-Horn and Associates, Inc. Page 7
Rev. 07-01-18

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 could conflict with the faithful performance of this Agreement. Consultant is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Consultant will advise City if a conflict arises.

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

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

Agreement with Kimley-Horn and Associates, Inc. Page 8
Rev. 07-01-18

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 California municipal corporation

Approved as to Form: Dated:

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

KIMLEY-HORN AND ASSOCIATES, INC.
a North Carolina corporation

Dated:

By (Signature):

Name: Adam Dankberg
Title: Vice President
Principal Place of
Business Address:
1300 Clay Street, Suite 325
Oakland, CA 94612
Email Address: [email protected]
Telephone: (510) 625-0712
Fax: N/A
“CONSULTANT”

Agreement with Kimley-Horn and Associates, Inc./Exhibit A1-Scope of Services Page 1 Rev. 07-01-18

EXHIBIT A

SCOPE OF SERVICES

The following Scope of Services defines the services and responsibilities of Consultant and City to professional services for a comprehensive citywide transportation safety analysis and the development of a Vision Zero Plan (“Plan”) throughout Santa Clara.

The Scope of Services, including Exhibit A and Consultant’s proposal response dated February 22, 2024 and BAFO response dated April 9, 2024 provide context, supplemental information, and are incorporated by reference to the extent not inconsistent with the Agreement.

1. GENERAL
Consultant will provide professional services for a comprehensive citywide transportation safety analysis and the development of a Vision Zero Plan (“Plan”) throughout Santa Clara. Consultant will be expected to deliver complete, high-quality services and products within a reasonable schedule, and to consult and work with City staff who are involved with the project.

The City received a grant award from Safe Streets 4 All (SS4A) program for this project and is pending execution of the funding agreement with USDOT.

The goal of this project is to develop a Vision Zero Plan for all modes that is aligned with the Safe System Approach and meets the requirements for future SS4A Implementation grant funding. Required elements can be found in the linked documents in Section 1.5 below and at the SS4A website:
https://www.transportation.gov/grants/SS4A.

The Plan must reflect the goals and actions outlined in the SS4A grant narrative. Refer to Exhibit A2 for the Santa Clara Safety Action Plan Grant Narrative.

This Plan should also meet Caltrans eligibility requirements for Highway Safety Improvement Project (HSIP) grants. The Plan will provide a systematic, citywide approach for identifying, analyzing, and prioritizing safety improvement countermeasures to reduce and prevent fatal and serious injury collisions for all users of the roadways that follows current State and Federal local roads safety plan guidelines. The plan will also include an approach and process for keeping the Safety Action Plan current. The Vision Zero Plan shall be developed in accordance with federal, state, and local guidelines and principles.

Consultant shall utilize the SS4A Action Plan Development Resources including, but not limited to, the following list in the creation of the Vision Zero Action Plan:

1.5.1. Action Plan Self-Certification Checklist

1.1. 1.2.

1.3. 1.4.

1.5. Agreement with Kimley-Horn and Associates, Inc./Exhibit A1-Scope of Services Page 2 Rev. 07-01-18

1.5.2. FHWA Safety Website

1.5.2.1. Safe System Approach

1.5.2.2. Safety Data Analysis & Tools
• Highway Safety Manual
• Systemic Approach to Safety
• C rash Modification Factors Clearinghouse

1.5.2.3. Proven Safety Countermeasures

1.5.2.4. Local & Rural Safety Plans

1.5.2.5. Complete Streets

1.5.3. Caltrans Local Roadway Safety Plan and Systemic Safety Analysis Report Program

1.5.4. County of Santa Clara Local Roadway Safety Plan

1.5.5. MTC Resolution No. 4400: Regional Safety / Vision Zero (VZ) Policy

1.5.6. Vision Zero Network

1.5.7. AASHTO Highway Safety Manual

1.5.8. Equity in Roadway Safety

1.5.9. Integrating Road Safety into NEPA Analysis FHWASA 1136 The Plan shall comply with future funding opportunities for implementing the priority projects including, but not limited to, the following:

1.6.1. Safe Streets and Roads for All Implementation Grants

1.6.2. Highway Safety Improvement Program (HSIP)

1.6.3. Transportation Alternatives (TA) Set-Aside from the Surface Transportation Block Grant (STBG)

1.6.4. Congestion Mitigation and Air Quality Improvement (CMAQ) Program The consultant is expected to incorporate the tasks listed below in Section 3 in their proposed Scope of Services. Consultant is encouraged to incorporate their own expertise into their proposed Scope of Services to be submitted as part of their proposal and propose additions or modifications to this Scope of Services that the Proposer deems necessary or advisable to meet the CITY’s objectives. However, it shall be assumed that the project will include all of the listed tasks in Section 3 specified herein.

2. PROJECT TIMELINE

The City anticipates developing and completing the Vision Zero Plan in 15 months.

Consultant shall propose a workplan and timeline that targets draft plan completion by August 2025 and final Plan adoption by October 2025.

1.6. 1.7.

Agreement with Kimley-Horn and Associates, Inc./Exhibit A1-Scope of Services Page 3 Rev. 07-01-18

3. PROJECT TASKS
Task 1: Project Management & Administration - Refer to the table below for tasks and deliverables for Task 1 Consultant will be responsible for.

Task
# Task Description Task Activities
1 Project Management & Administration

1.1 Project Kick-Off
Meeting

1. Within two weeks after the receipt of a written
“Authorization to Proceed” from the City, the City
and Consultant will have a kick-off meeting to
frame the Plans’ goals, finalize the schedule and
needed data, and discuss community
engagement strategies.

2. Prior to the project kick-off, the consultant shall
prepare and provide a draft data request list for
the planning process, specifically to support
activities in Task 4. City will review the list and
provide guidance on what can be provided by the
City.

3. Consultant shall prepare the meeting agenda and
email it to the City staff before the kick-off
meeting.

1.2 Bi-weekly Project
Updates

1. To keep the project on schedule and meet federal
grant requirements, the Consultant shall
schedule, facilitate, and document bi-weekly
project updates, bi-weekly project meetings,
provide monthly progress reports that include a
project schedule with key milestones and
deliverables as well as a project budget with
itemized costs and fund balances in a checklist,
spreadsheet format.

2. The Consultant’s Project Manager will be
responsible for updating the check-in meeting
agendas in a collaborative document editing
platform such as Google Doc, Microsoft Office,
etc., and summarizing action items and next
steps.

3.1. Agreement with Kimley-Horn and Associates, Inc./Exhibit A1-Scope of Services Page 1 Rev. 07-01-18
Task
# Task Description Task Activities

1.3 File and Data
Sharing
Consultant shall provide City with an online account
or access for file-sharing purposes. All collected
and existing data, community outreach materials,
technical memos, project deliverables shall be
uploaded online. The account must be accessible
by the City throughout the project duration.

1.4 Progress
Reporting

1. Consultant shall assist the City in preparing
progress reports to USDOT including the final
progress report after Plan adoption. The progress
report schedule is shown below, assuming final
Plan adoption by August 2025.

2. Federal Reporting Due Dates (Tentative;
Additional dates may be added if project finishes
after August 2025):
• July 20, 2024
• October 20, 2024
• January 20, 2025
• April 20, 2025
• July 20, 2025
• October 20, 2025

QA/QC Review
Information:

This task covers efforts associated with the internal
quality control and technical review process.

Specifically, the Consultant shall conduct internal
QA/QC discussions and follow-up with technical
experts as necessary during the project. Consultant
shall also perform internal checking or peer review
of all deliverables.

For each project deliverable, the Consultant shall
allow sufficient review time for the City. For major
deliverables such as BPAC presentations, High
Injury Network map, Project and Program
Recommendation, draft Plan and final Plan, the
Consultant shall allow minimum two weeks for
review time and plan for up to three (3) rounds of
consolidated comments from the City.

Comments on data errors and analysis inaccuracy
shall not count as a round of comments as this will
be assumed to be resolved during the project
consultant’s internal QA/QC review.

Agreement with Kimley-Horn and Associates, Inc./Exhibit A1-Scope of Services Page 2 Rev. 07-01-18
Task 1 Deliverables

1.1 (a) Final work plan and schedule
(b) Kick-off meeting agenda and minutes
(c) Initial list of existing and needed data

1.2 (a) Finalized Scope of Work
(b) Bi-weekly project meeting agendas, minutes, and list of action items

1.3 Provide City with access to online file sharing.

1.4 Provide support to City staff on requirements for Federal reporting requirements.

Task 2: Benchmarking & Data Review - Refer to the table below for tasks and deliverables for Task 2 Consultant will be responsible for.

Task
# Task Description Task Activities
2 Benchmarking & Data Review

2.1 Programs, Policy,
and Planning
Benchmarking

1. Consultant shall review all relevant City plans,
projects, policies, programs, and standards to
ensure Vision Zero Plan is developed in
coordination with current requirements.

2. Consultant shall assist City in determining the
hierarchy of existing City plans, policies, and
regulations. The items shall include but not be
limited to:
a. Bicycle Master Plan Update 2018
b. P edestrian Master Plan 2019
c. General Plan
d. Specific Plans/Precise Plans/Focus Plans
(El Camino, Freedom Circle, Patrick Henry,
Lawrence Station, Tasman East,
Downtown, Santa Clara Station)
e. Bike & Pedestrian Projects (Pruneridge, De
La Cruz/Coleman, Walsh/Martin, Benton,
Monroe, Bassett-Laurelwood, Lafayette,
Bowers, Lick Mill/Scott/De La Cruz, Central
Santa Clara Bicycle and Pedestrian
Improvement Project)
f. Creek Trail Master Plan
g. Stevens Creek Blvd Vision Study
h. Private Developments (Kylli, Related,
Great America Theme Park)

3.2. ___________ _

Agreement with Kimley-Horn and Associates, Inc./Exhibit A1-Scope of Services Page 3 Rev. 07-01-18
Task
# Task Description Task Activities
2 Benchmarking & Data Review
i. Complete Streets Policy
j. Safe Routes to School Program
k. Neighborhood Traffic Calming Program
l. Shared Mobility Program
m. Joint On-Demand Shuttle Program
(Cupertino and Santa Clara)
n. City Design Standards
o. Future uncontrolled crosswalk projects
p. Transportation Management and
Operations Plan for the Levi’s Stadium in
Santa Clara

3. Consultant shall review local, statewide, and
federal policies, plans, guidelines, and/or
standards to identify opportunities to improve
how City processes prioritize safety.

Consultant shall also review policies, plans,
and benchmarking assessments from other
cities in the Bay Area that have existing Vision
Zero Plans and recommend how City can learn
from them. The benchmarking assessment will
be based on the tool recommended in the
FHWA Primer on Safe System Approach for
Pedestrians and Bicyclists. In this assessment,
Consultant will recommend Vision Zero policies
that apply to City’s review of new development
projects, City projects, and other agency
projects within Santa Clara.

4. Consultant will identify a target date to reach
zero fatalities and serious injuries and a target
date to achieve significant declines (50%
reduction) in roadway fatalities and serious
injuries, to be reviewed and approved by the
City. Target dates shall be developed through
consideration of realistic schedules for capital
project improvements, policy changes, and
implementation of proposed programs.

2.2 Vision Zero Task
Force

1. Consultant shall lead efforts with the City to
establish a Vision Zero Task Force including

Agreement with Kimley-Horn and Associates, Inc./Exhibit A1-Scope of Services Page 4 Rev. 07-01-18
Task
# Task Description Task Activities
2 Benchmarking & Data Review
representatives from City Public Works staff,
City Police, County Roads & Airport and Public
Health staff, Caltrans, BPAC (up to 2
representatives), Senior Advisory Commission
representative, VTA, school districts,
college/university representatives, other local
safety advocacy groups such as Silicon Valley
Bicycle Coalition, Silicon Valley Chamber of
Commerce, and other major employers.

Consultants may propose additional
representatives from other organizations.

2. Consultant will schedule the first meeting with
the Vision Zero Task Force to provide a primer
on the Safe System Approach to understand
what supporting policies, resolutions, and/or
ordinances may be helpful to support the plan
implementation and any ongoing meetings (see
Task 3.5 for more details).

2.3 Data Review

1. Consultant will review and assess the quality
and completeness of existing available data –
including crash, transportation, land use, and
demographic data.

2. Summarize and identify gaps in the data and
how to efficiently and effectively develop any
additional public input data to be used in the
Plan development.

3. If analysis methods require more information,
the Consultant may propose additional data
collection in their scope of work and fee for
review and approval.

2.4 Data Collection 1. Consultant will work with the City to identify locations that do not have historical or relevant
traffic counts.

2. The City may consider the use of “Big Data” (i.e.

StreetLight) for additional traffic data for the
project.

3. The Consultant may conduct site visits of
corridors with frequent collisions to analyze

Agreement with Kimley-Horn and Associates, Inc./Exhibit A1-Scope of Services Page 5 Rev. 07-01-18
Task
# Task Description Task Activities
2 Benchmarking & Data Review
existing operations. Site visits may include
Consultant, City staff, BPAC, and selected
stakeholders.

Task 2 Deliverables

2.1 Benchmarking assessment technical memo including safety goal and programs, policies, data review, and practices recommendations as a section of the Draft Plan. The assessment will include a hierarchy of plans, policies, and regulations related to Vision Zero and any proposed updates on existing plans, policies, and regulations to align with current state of practice.

The memo should also include a literature review summary of current efforts to address transportation safety – including strategies and best practices other jurisdictions are using to address safety, identifying programs that have evidence of measurable success and assessments of the most effective and efficient methods used to achieve outcomes.

2.2 Agendas and meeting minutes with Vision Zero Task Force

2.3 Technical report on the data review

2.4 List of additional data and collection methodology (if applicable)

Task 3: Community Engagement - Refer to the table below for tasks and deliverables for Task 3 Consultant will be responsible for.

Task
# Task Description Task Activities
3 Community Engagement
(All meetings will be publicly noticed to ensure maximum attendance. All public notices must be in English, Chinese, and Spanish – the three primary languages spoken at home in Santa Clara. Translator and sign language interpreters will be present at all meetings if requested.)

3.1 Community
Engagement Plan
& Schedule
Development
The Consultant will prepare a Community
Engagement Plan and provide a project timeline
for implementing an equitable and authentic
public engagement process. While in-person
public engagement is preferred, virtual
engagement methods should also be utilized.

The Consultant shall consider the following for their
public engagement strategy:
• Identify communities that are

3.3. _________ _

Agreement with Kimley-Horn and Associates, Inc./Exhibit A1-Scope of Services Page 6 Rev. 07-01-18
Task
# Task Description Task Activities
disproportionately impacted by traffic risks
and ensure that they are getting
representation and feedback from these
traditionally underrepresented communities.
• Utilize tools to meaningfully engage
communities, including preferred engagement
techniques. Different tools can include
community workshops, online surveys,
interactive web map, and walking tours.
• Engage with Bicycle and Pedestrian Advisory
Committee, Senior Advisory Commission,
Youth Commission, ADA Committee, and
Parks and Recreation Commission, and
communities from early stage of the process
and keep them informed throughout the
process.
• Create a tool to document and share the
impact of engagement on decision-making.
• Assess the feedback received, including the
activity and participants engaged, and how the
feedback will be incorporated into the Vision
Zero Plan.

3.2 Project
Promotion/Website

1. Consultant shall create content to be placed on
the City’s project website to promote outreach
and education materials, document meetings,
announce public events, and provide a forum
for the public to submit comments. Promotional
items may include slogan/taglines. Consultant
can propose additional engagement strategies
for City’s consideration.

2. Consultant shall create and monitor a project
phone number and email address for the public
to submit voicemail and/or email comments. A
project phone number will ensure members of
the public who do not have a smart phone,
computer, or internet access have a method
for providing comments.

3. Consultant shall identify up to fifteen (15) key
corridors and up to ten (10) other hotspots or
residential streets within the City, create and

Agreement with Kimley-Horn and Associates, Inc./Exhibit A1-Scope of Services Page 7 Rev. 07-01-18
Task
# Task Description Task Activities
produce roadway signs with project information
to be placed along each key corridor on street
pole lights. The amount of roadway signs will
be 10 to 20 signs per corridor depending on
corridor length (maximum 300 signs). The
signs will be customized 18-inch x 24-inch
corrugated plastic signs. Signs shall be
delivered to City facilities to be installed by City
staff. Consultant may propose alternative
messaging method such as street banners to
maximize public engagement and provide a
cost estimate for review and approval.

4. Consultant will create an interactive safety data
dashboard displaying the results of the
Collision Data Analysis. An example from the
City of San Jose:
https://www.sanjoseca.gov/your-
government/departments-
offices/transportation/safety/vision-zero/maps-
data

5. The data dashboard will be hosted on the
City’s project website.

3.3 Community
Surveys (up to 4
surveys)
Consultant shall create up to four (4) online
community surveys to obtain additional public input.

The survey will be used in addition to the website,
phone number, and community outreach events and
shall align with the community meetings.

• Survey #1 – Public Input on traffic safety
concerns citywide and identify locations where
do they have most traffic concerns. Public can
report near-misses and stressful locations.

Survey should include a citywide pin-map
where the public can note locations and add
comments to report observed safety issues.
• Survey #2 – Public input on collision analysis,
High-injury Network (HIN)
• Survey #3 – Public input on programs and
policies, countermeasure toolkit

Agreement with Kimley-Horn and Associates, Inc./Exhibit A1-Scope of Services Page 8 Rev. 07-01-18
Task
# Task Description Task Activities
• Survey #4 – Public input on project priority list

3.4 Outreach
Events/Pop-Ups
Consultant shall conduct outreach at up to five (5)
major public events and/or up to five (5) pop-up
events (Art & Wine Festival, 4th of July Picnic,
Christmas Tree lighting, Bike to Work Day, Earth
Day).

Consultant shall distribute
flyers/postcards/promotional items to the public
and/or assist City in posting project signs at other
popular City places (i.e. City Library, Reed Street
Dog Park, Central Park, Farmer’s Market, Mission
College/Santa Clara University, Caltrain Station,
church festivals) in order to inform the community of
the project and solicit feedback from the community
about the conceptual design alternatives. One
potential meeting may be a high school pop-up
event.

3.5 Vision Zero Task
Force Meetings
(Up to 3 meetings)
Consultant shall schedule and lead up to three (3)
Vision Zero Task Force Meetings with the following
anticipated themes:

1. Project Introduction, Safe System Approach
and Vision Zero Goals

2. Review collision data, High Injury Network,
and proposed Countermeasure tools,
Programs and Policies

3. Review and provide feedback on Priority
Project List, Proposed Programs, and Draft
final plan.

3.6 Community
Workshops

1. Consultant shall conduct a minimum of four (4)
community workshops to engage the public, solicit
feedback, and inform the staff and council on the
community’s priorities. The Consultant is
encouraged to identify specific outreach
techniques in the work plan to maximize public
participation and hear the community’s voice. The
community meetings will either be in person or
virtual. Consultant may propose additional
community workshops as they see appropriate for
successful project delivery.
a. Community Meeting #1: Consultant shall

Agreement with Kimley-Horn and Associates, Inc./Exhibit A1-Scope of Services Page 9 Rev. 07-01-18
Task
# Task Description Task Activities
introduce the project to the public and
solicit feedback from the community about
Vision Zero policies and goals and ask for
their input on near-miss collisions and
stressful locations.
b. Community Meeting #2: Consultant shall
present collision analysis and high injury
network. Public comments will be used to
inform staff and the Council on the HIN.
c. Community Meeting #3: Consultant shall
present Programs and Policies and
countermeasure toolkit.
d. Community Meeting #4: Consultant shall
present results of project priority list and
obtain public input.

2. Consultant shall provide all materials necessary to
conduct a public meeting either in person such as
poster boards or virtual such as a PowerPoint
presentation to support methods identified in the
work plan.

3. Consultant shall assist staff to advertise each
public meeting by preparing a writeup to be
submitted to the City’s Communications
Department for release through the City’s website,
City Manager blog, and social media channels
such as Facebook, Twitter, and Next Door.

4. Consultant shall also post the Draft Plan (when
ready) on the project webpage for public
comments. Public review of the Draft Plan will
also occur through the committee meetings’ public
comment opportunities.

Agreement with Kimley-Horn and Associates, Inc./Exhibit A1-Scope of Services Page 10 Rev. 07-01-18
Task
# Task Description Task Activities

3.7 Bicycle and
Pedestrian
Advisory
Committee
(BPAC) Meetings
Consultant shall meet with the City’s BPAC to gather
input and feedback at up to five (5) BPAC meetings.

The purpose of the meetings is described below:
• Meeting #1: Consultant shall introduce the
project to the BPAC including the Safe System
approach and solicit feedback from members
on Vision Zero policies, best practices, and
goals. City will ask BPAC to select up to two
representatives to serve on the Vision Zero
Task Force.
• Meeting #2: Consultant shall present collision
data analysis and obtain input on draft High
Injury Network.
• Meeting #3: Consultant shall present Programs
and Policies, and Countermeasure toolbox.
• Meeting #4: Consultant shall present project
priority list and draft Plan to receive BPAC
input.
• Meeting #5: Consultant shall present the final
Plan to the BPAC for adoption prior to City
Council.

3.8 Commission
Meetings

City staff will attend the Commission meetings.

Consultant shall provide up to 10 hours of support to
the City to prepare presentation materials and
reports for up to four (4) meetings in total, i.e. Youth Commission, Senior Advisory Commission, Parks
and Recreation Commission, and ADA Committee.

3.9 City Council
Meetings (Up to 2)

1. Consultant shall assist staff to present the project at up to two (2) Council meetings.

2. Consultant shall provide all the materials
necessary to present at the Council meetings to
support methods identified in the work plan.

3. Consultant shall assist staff to advertise each
meeting by preparing a writeup to be submitted to
the City’s Communications Department for
release through City of Santa Clara website, City
Manager blog, and all of the social media
channels such as Facebook, Twitter, and Next
Door.

Agreement with Kimley-Horn and Associates, Inc./Exhibit A1-Scope of Services Page 11 Rev. 07-01-18
Task
# Task Description Task Activities
Task 3 Deliverables

3.1 Provide a community engagement strategy and timeline for the Department review and approval.

3.2 (a) Assist City in creating the project webpage.
(b) Dedicated project contact including email, voicemail, and promotional signage.
(c) Interactive safety data dashboard

3.3 Up to four (4) Community Surveys and summary of survey results, such as near-miss collisions, stressful locations, public comments, etc.

3.4 (a) Participation in up to five (5) Community Events (b) Participation in up to five (5) additional pop-ups
(c) Summary of outreach outcomes.

3.5 Prepare agendas, all presentation materials, and meeting minutes for up to (3) Vision Zero Task Force meetings.

3.6 (a) All presentation materials necessary for Community Workshops. (b) Summary of Frequently Asked Questions from the public.

3.7 Prepare all presentation materials and staff report for up to five (5) BPAC meetings.

3.8 Prepare all presentation materials and reports for up to four (4) Commission meetings.

3.9 Prepare all presentation materials and staff report for up to two (2) City Council meetings.

Task 4: Collision Data Collection & Analysis - Refer to the table below for tasks and deliverables for Task 4 Consultant will be responsible for.

The City will provide the Consultant with collision data from Crossroads for the last eight years (2016 – 2023). The Consultant will also collect and review collisions, traffic, and roadway from 2016 – 2023 from California Statewide Integrated Traffic Records System (SWITRS) and/or UC Berkeley SafeTREC’s Transportation Injury Mapping System (TIMS) to understand critical safety issues and provide insight into trends, causes, and patterns of transportation safety throughout the region.

The data analysis and final recommendations will prioritize the “3 Es” of traffic safety: Engineering, Enforcement, and Education, and will also include a fourth “E”: Equity.

Task
# Task Description Task Activities
4 Collision Data Collection and Analysis

4.1 Existing
Conditions
Analysis

1. Analyze existing conditions and historical trends
that provide a baseline level of crashes. The
analysis will document traffic patterns, mode
share, roadway features, traffic volumes, crash
I

3.4. _______ _

Agreement with Kimley-Horn and Associates, Inc./Exhibit A1-Scope of Services Page 12 Rev. 07-01-18
Task
# Task Description Task Activities
types, driver factors, and environmental
conditions with special attention to fatalities and
serious injuries.

2. Collect and analyze public inputs on near-
misses and/or unreported collisions from
community surveys.

3. Summarize crash characteristics and determine
the most likely contributing factors, matching
crash activity with roadway characteristics such
as speed limits, intersection controls,
streetlights, pedestrian crossings, railroad
crossings, etc., for each road user (vehicles,
motorcycles, bicycle riders, and pedestrians).

4. Summarize collision data in figures using City
maps showing top intersections and roadway
segments with overall collisions, serious injury
collisions, vulnerable road user (bicycle and
pedestrian) collisions, etc.

4.2 High Injury
Network (HIN)
Maps

1. The consultant will first develop criteria and
methodology for the analysis for City’s review
and approval. The methodology should
include but not limit to weight assignment to
collision types, thresholds of “priority” projects,
normalization.

2. Identify and develop a High Injury Network
(HIN). The HIN shall be developed inclusive of
the County and Caltrans jurisdictions to
coordinate what locations and projects will
require cross-jurisdictional collaboration. In
this task, City staff will work directly with the
Consultant to understand existing conditions
in Santa Clara, especially reviewing the risk-
based High injury network and developing the
final high-injury network. The high-injury
network shall not include mainline freeway
segments (US 101, I-280, SR 237).

3. Develop the following heat maps:
a. High Injury Intersections and High Injury

Agreement with Kimley-Horn and Associates, Inc./Exhibit A1-Scope of Services Page 13 Rev. 07-01-18
Task
# Task Description Task Activities
Corridors – All Modes
b. Pedestrian High Injury Network
c. Bicycle High Injury Network
d. Automobile and Motorcycle High Injury
Network

4. Develop recommendations to coordinate with
other agencies to implement the cross-
jurisdictional projects.

4.3 Develop Collision
Profiles
Building on the collision analysis, Consultant will
define up to ten (10) collision profiles to extrapolate collision history to contextual settings. Use best
practices, methods, and datasets identified in Task
2 to inform the Action Plan and Project
Prioritization, including:

1. prevalence of crash types, especially those
resulting in fatalities and serious injuries.

2. citywide distribution of crashes, including
geographic locations of crashes as well as
road typologies or system characteristics.

3. data that connects prevalent risk and crash
characteristics to agency policy and
processes, including implementing proven
safety countermeasures, identifying projects
or locations for priority funding, and
supporting local project development.

Task 4 Deliverables

4.1 Existing Conditions Memo

4.2 (a) Complete collision analysis identifying priority corridors, intersections, and concentration areas. A memorandum will be prepared for City review and will be revised based on up to three (3) rounds of consolidated comments. This memorandum will be folded into chapter(s) of the Draft Plan.
(b) The HIN maps geocoded in GIS and in PDF format

4.3 Up to ten collision profiles
Task 5: Countermeasure Toolbox - Refer to the table below for tasks and deliverables for Task 5 Consultant will be responsible for.

Task
# Task Description Task Activities
5 Countermeasure Toolbox Development

3.5. __
I I

Agreement with Kimley-Horn and Associates, Inc./Exhibit A1-Scope of Services Page 14 Rev. 07-01-18

5.1 Develop
Countermeasure
Toolbox

1. The Consultant in conjunction with City staff
will identify countermeasures to systemically
address the emphasis areas and high-risk
corridors and intersections.

2. The countermeasures must at least include
the “3 Es” of traffic safety (Engineering,
Enforcement, and Education) and Equity and
incorporate a Safe System Approach. The
consultant will include Evaluation strategies
and performance measures to measure
progress over time and be tracked.

3. In addition, Consultant shall identify
correlations between countermeasures and
federal performance measures. A process will
need to be set up to ensure transparency in
reducing roadway fatalities and serious
injuries.

4. The toolbox should also include concept
diagrams and high-level cost estimates for the
priority areas and high-risk corridors and
intersections.

Task 5 Deliverables

5.1 Draft Countermeasure Toolbox
Final Countermeasure Toolbox

Task 6: Transportation Equity Assessment - Refer to the table below for tasks and deliverables for Task 6 Consultant will be responsible for.

Task
# Task Description Task Activities
6 Transportation Equity Assessment

6.1 Transportation
Equity
Assessment

1. Consultant will perform a transportation equity
assessment to better understand how current
transportation systems, services, and
decision-making processes impact the lives of
all users, including underserved and
underrepresented communities. This should
include an analysis of systems, services, and
processes that support safe and easy-to-use
multimodal options, amenities that are
accessible to all populations for reaching
destinations independently, and strategies to
reduce socioeconomic disparities experienced
by underserved and underrepresented

3.6. ____________ _

Agreement with Kimley-Horn and Associates, Inc./Exhibit A1-Scope of Services Page 15 Rev. 07-01-18
Task
# Task Description Task Activities
communities.

2. The City’s Equity Priority Communities (EPC)
can be found
https://opendata.mtc.ca.gov/datasets/equity-
priority-communities-plan-bay-area-
2050/explore?location=37.878600%2C-
122.370850%2C9.04 and the latest CalEnviro
Screen: https://oehha.ca.gov/calenviroscreen .

3. As part of this task, Consultant shall develop
and assess transportation indicators that easily
measure transportation barriers in
underserved and underrepresented areas
and/or potential structural inequalities that
different population groups may face.

4. These indicators should include, at a
minimum:
a. Accessibility
b. Connectivity
c. Effectiveness
d. Environment
e. Health
f. Mobility
g. Safety
h. Level of community engagement
i. Other equity indicators, as required.

5. Consultant shall develop one map showing
collisions compared to EPCs and vulnerable
communities.

Task 6 Deliverables

6.1 Document equity considerations, processes, and assessments, to be included as a section in the Draft Plan. The assessment includes a map showing collision data compared to EPCs and vulnerable communities.

Task 7: Implementation Plan & Programs - Refer to the table below for tasks and deliverables for Task 7 Consultant will be responsible for.

3.7. Agreement with Kimley-Horn and Associates, Inc./Exhibit A1-Scope of Services Page 16 Rev. 07-01-18
Task
# Task Description Task Activities
7 Implementation Plan & Programs

7.1 Develop Priority
Projects and
Programs

1. Consultant will identify a list of priority projects based on the results of Tasks 4, 5 and 6, and
recommendations for Education and
Enforcement Programs. Strategies, potential
projects, and programs will be focused on the
“3 Es” of transportation safety and equity.

2. The recommendation of priority projects,
programs, and policies can be based on facility
types and/or certain geographic focus areas of
the City including but not limited to Santa Clara
downtown, Levis’ Stadium & Convention
Center, El Camino Real, and Santa Clara
University.

3. This task will include an assembly of projects
identified in existing plans, reviewed for
consistency with the Safe System Approach.

Where projects have not been identified on the
City’s HIN, high level project concepts with a
list of potential countermeasures will be
developed with City staff. Systemic or citywide
projects will be envisioned to match the
citywide systemic profiles where planned
projects are also not in place.

7.2 Develop
Implementation
Plan & Program

1. Consultant shall develop an Implementation
Plan & Program for the Vision Zero effort, time
ranges when projects and strategies will
ideally be deployed, cost estimates (including
capital improvement costs for priority projects,
typical costs for items included in the
countermeasure toolbox, and startup/annual
costs for recommended programs and
policies), and explain project prioritization
criteria.

2. The Implementation Plan & Programs will:
a. Recognize the needs of all users of the
multimodal transportation system.
b. Include potential projects that are feasible
and applicable for grant funding.
c. Include conceptual infrastructure
improvements with quantifiable costs.

Agreement with Kimley-Horn and Associates, Inc./Exhibit A1-Scope of Services Page 17 Rev. 07-01-18
Task
# Task Description Task Activities
7 Implementation Plan & Programs
d. Include a schedule for implementation.
e. Identify roles and responsibilities for
implementation.
f. Address project evaluation and prioritization.

3. Strategies and recommendations will consider
and outline fiscal and employee resources
necessary for a continued, sustained, and
successful effort to achieve traffic safety goals.

A project readiness timeline for each strategy
and project should be included (i.e., short-term
= up to five years; mid-term = five to ten years;
long-term = 10+ years).

4. The Consultant will also develop a strategy for
implementing safety measures included in
Task 5 (Countermeasure Toolbox) and a
means to monitor safety outcomes to evaluate
which measures are most effective for the City.

5. The Consultant will identify potential projects
for future grant applications, measures that
can be included in regular maintenance cycles,
and potential updates to regional design
standards to better align safety best practices.

6. Consultant shall develop concept plans for 10
priority projects that can be used for future
grant applications. Concept plans shall be
developed over high-quality aerials showing
existing conditions. Consultant shall
supplement concept designs with other
planning-level diagrams that can be shared
during public presentations.

7.3 Develop
Evaluation Plan

Identify on-going actionable steps to evaluate and
monitor Vision Zero performance after Plan
adoption.

Task 7 Deliverables

7.1 (a) Final Prioritized Project, Programs and Policies, revised with up to three (3) rounds of consolidated comments.
(b) Concept plans for top 10 priority projects

Agreement with Kimley-Horn and Associates, Inc./Exhibit A1-Scope of Services Page 18 Rev. 07-01-18
Task
# Task Description Task Activities
7 Implementation Plan & Programs

7.2 Vision Zero Implementation Plan & Program

7.3 Vision Zero Evaluation & Monitoring Plan

Task 8: Draft and Final Plan - Refer to the table below for tasks and deliverables for Task 8 Consultant will be responsible for.

Task
# Task Description Task Activities
8 Draft and Final Plan

8.1 Vision Zero Plan
Draft Report 1. Consultant will prepare a draft Plan for public review and comment.

2. Specifically, the consultant should develop a
final report that:
a. Is organized and communicates a clear
message both graphically and with
accompanying text.
b. Is easy to read and understand.
c. Explains key implications as they relate to
policies, programs, practices, strategies,
infrastructure projects, funding, and other
recommendations.

3. Consultant will revise the draft Plan based on
public input. Consultant shall provide City with
appropriate presentation materials for final
review and adoption of the Vision Zero Plan.

8.2 Vision Zero Plan
Final Report

1. Upon final review and consent by city staff, the
Consultant will develop a final report that is
visually appealing, easy for stakeholders to
understand and communicates action plan
strategies and recommendations.

2. Upon final project completion, the consultant will be responsible for providing a high-resolution final
Vision Zero Plan in PDF format. The Consultant is
also expected to provide City with all data and
study products. All community engagement
summaries and technical analyses should be
included as an appendix of the study.

3.8. ____ _

Agreement with Kimley-Horn and Associates, Inc./Exhibit A1-Scope of Services Page 19 Rev. 07-01-18
Task
# Task Description Task Activities
8 Draft and Final Plan

8.3 Executive
Summary/Fact
Sheet

The Consultant shall develop a brief executive
summary or fact sheet in PDF format, which relays
all pertinent information in an easy-to-follow format.

The summary should be concise and highly
graphic, highlighting major assumptions, strategies,
and recommendations.

Task 8 Deliverables

8.1 Draft Plan

8.2 Electronic copy of the Final Plan

8.3 Electronic copy of the Executive Summary/Fact Sheet

4. OPTIONAL TASKS

Consultant may propose optional tasks for this project including the following:

Optional Task for Task 2.2: Continue 6-month collaboration with the Vision Zero Task Force and report back Vision Zero monitoring and evaluation.

Optional Task for Task 2.4: Obtain “Big Data” for citywide travel data including bicycle, pedestrian and vehicle trips and speed.

Optional Task for 2.4: Conduct site visit(s) of up to three corridors with frequent collisions.

Optional Task for Task 3.2: Conduct local small-scale media campaign such as banners at schools and bus stop advertisements.

Optional Task for Task 3.2: Purchase and distribution of Vision Zero promotional/safety items (up to $5,000 for purchase of items).

Optional Task for Task 5.1: Collect Emergency Response data and develop Emergency Response strategies and countermeasures.

4.1. 4.2.

4.3. 4.4.

4.5. 4.6.

Agreement with Kinley-Horn and Associates, Inc./Exhibit A2-City of Santa Clara SS4A Application Narrative Page 1
Rev. 07-01-18
EXHIBIT A2
CITY OF SANTA CLARA SS4A APPLICATION NARRATIVE

The following is the City’s submittal narrative:

E. Application Review Information

1. Selection Criteria
This section specifies the criteria DOT will use to evaluate and select applications for SS4A grant awards. The Department will review merit criteria for all applications. Each of the two grant types to be made available through the SS4A grant program, Action Plan Grant and Implementation Grant, will have its own set of application review and selection criteria.

i. Action Plan Grant Selection Criteria
For Action Plan Grants, the Department will use three evaluation criteria. The Department will evaluate quantitative data in two selection criteria areas: #1 Safety Impact; and #2 Equity. The Department will also assess the narrative for #3 Additional Safety Considerations. Costs will also be considered.

Selection Criterion #1: Safety Impact. The activities are in jurisdictions that will likely support a significant reduction or elimination of roadway fatalities and serious injuries involving various road users, including pedestrians, bicyclists, public transportation users, personal conveyance and micromobility users, motorists, and commercial operators, within the timeframe proposed by the applicant. The Department will assess safety impact using two quantitative ratings:
• The count of roadway fatalities from 2016 to 2020 based on DOT’s FARS data, an alternative traffic crash dataset, or a comparable data set with roadway fatality information:
30 • The fatality rate, which is calculating using the average from the total count of fatalities from 2016 to 2020 (based on FARS data or an alternative traffic crash dataset) divided by the 2020 population of the applicant’s jurisdiction based on 2020 U.S. Census population data.

(30/5 = 6)/127,647 = 0.0047% or 4.7 per 100,000 persons

Selection Criterion #2: Equity. The activities will ensure equitable investment in the safety needs of underserved communities in preventing roadway fatalities and injuries, including rural communities. The Department will assess the equity criterion using one quantitative rating:
• The percentage of the population in the applicant’s jurisdiction that resides in an Underserved Community Census tract.24 Population of a Census tract, either a tract that is Underserved Community or not, must be based on 2020 U.S. Census population data.

29,591 / 127,647 = 23.18%

Selection Criterion #3: Additional Safety Considerations. The Department will assess whether the applicant has considered any of the following in the development of the Action Plan:
• Employ low-cost, high-impact strategies that can improve safety over a wider geographical area;
• Engage with a variety of public and private stakeholders (e.g., inclusive community engagement, community benefit agreements, etc.);

Agreement with Kinley-Horn and Associates, Inc./Exhibit A2-City of Santa Clara SS4A Application Narrative Page 2
Rev. 07-01-18
• Seek to adopt innovative technologies or strategies to promote safety and equity; and • Include evidence-based projects or strategies.
• The applicant must address these considerations in narrative form.

The City of Santa Clara proposes to develop an Action Plan that will include a comprehensive citywide safety analysis to identify the highest types, locations, severity, and demographic users of collisions occurring within the City. A collision countermeasure toolbox will be developed based on recommendations within the AASHTO Highway Safety Manual and the Caltrans Local Roadway Safety Manual. The countermeasure toolbox will select low-cost, high-impact strategies that are based collision reduction factors and the evidence of high collision types and high severity collisions found in the safety analysis. These strategies, in addition to high-cost long term improvements, will be applied to high collision locations throughout the City.

The Action Plan countermeasure toolbox may include roadway design features that address safety as well as programmatic measures. These will be based on the latest technology available including passive pedestrian and bicycle detection, signal phase extensions, and traffic control improvements. Other innovative measures will include roadway markings, road diets, “quick-build” items, educational programs and enforcement campaigns. In addition, the countermeasure toolbox will also consider strategies based on past experiences by other jurisdiction Local Roadway Safety Plans, Vision Zero Plans, and Action Plans. These experiences will be used to develop the Vision Zero Action Plan for Santa Clara.

The Action Plan will also complete robust community engagement to engage various stakeholders. The Plan will use Community Workshops, Community Event Pop-ups Community Walk Audits, and Online Surveys to engage with public stakeholders within the community. The Plan will also use Technical Advisory Group Meetings, Business Group Meetings, and Safe Routes to School Meetings to engage with City staff stakeholders, private stakeholders, and the school district.

Agreement with Kimley-Horn and Associates, Inc./Exhibit B1-Schedule of Fees Page 1 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 Five Hundred Fifty-Six Thousand Five Hundred Thirty-Six Dollars ($556,536), 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 Consultant’s performance of services specified in Exhibit A1, Scope of Services. City shall have no obligation to pay unless Consultant has successfully completed the work for which payment is due.

1.3. The compensation to be paid by the City is specified below:

Table B1: Total Compensation

Description Total
Task 1: Project Management & Administration $50,354
Task 2: Benchmarking & Data Review $27,092
Task 3: Community Engagement $75,387
Task 4: Collision Data Collection & Analysis $44,254
Task 5: Countermeasure Toolbox $28,949
Task 6: Transportation Equity Assessment $22,063
Task 7: Implementation Pan & Program $59,159
Task 8: Draft & Final Plan $63,235
Other Direct Costs (Including subcontractor: Circlepoint) $135,449 TOTAL FOR ALL TASKS AND OTHER DIRECT COSTS $505,942
Contingency $50,594
TOTAL MAXIMUM COMPENSATION NOT-TO-EXCEED $556,536

1.4. In the event, there is a need to move allocated hours from one task to a different task the City and Consultant must agree in writing to this change. This will not change the not-to-exceed maximum compensation of this Agreement.

1.5. See Exhibit B2 for task breakdown by cost and hours.

2. FEES

2.1. All hourly rates are fixed for the Term of the Agreement

2.2. The hourly rates for Consultant’s Personnel are listed below in Table B2:

Agreement with Kimley-Horn and Associates, Inc./Exhibit B1-Schedule of Fees Page 2 Rev. 07-01-18

Table B2: Hourly Rates
Title Hourly Rate
Kimley-Horn and Associates
Project Manager: Robert Paderna $ 288.35
Principal-in-Charge: Mike Colety $ 411.80
QC/QA: Frederik Venter $ 445.98
QC/QA: Brian Sowers $ 388.29
Analyst $ 174.38
Professional I $ 243.09
Professional II $ 264.62
Project Support $ 132.39
Senior Professional I $ 314.04
Senior Professional II $ 366.22
Circlepoint
Art Director $ 191.67
Assistant/Coordinator $ 105.00
Associate $ 129.56
Project Manager $ 178.35
Senior Associate $ 150.00
Senior Principal $ 305.28
Senior Project Manager $ 225.63
Senior Web/Graphics $ 164.96
Web/Graphics $ 143.99

3. INVOICING REQUIREMENTS

3.1. Consultant shall invoice the City on a monthly basis for the percentage of services completed for each task by Consultant during the preceding month and provide the invoice in a format approved by the City, including but not limited to the information listed under Section 3.3 below.

3.2. City shall pay Consultant within thirty (30) days of City’s receipt of an approved invoice.

3.3. Invoices shall include, at a minimum, the following:

3.3.1. Identify the task services were provided for;

3.3.2. Description of work performed;

3.3.3. Deliverables completed;

Agreement with Kimley-Horn and Associates, Inc./Exhibit B1-Schedule of Fees Page 3 Rev. 07-01-18

3.3.4. Amount for services provided by task with a detailed breakout of all costs incurred and supporting documentation, including direct labor, indirect costs, other direct costs, travel, etc.; and

3.3.5. The not-to-exceed amount for the task, invoiced amount to date, amount for the current invoice, and remaining not-to-exceed amount for the task.

4. OPTIONAL TASKS

4.1. The following optional tasks are available from Consultant at the City’s discretion for the following fee:

OPTION DESCRIPTION HOURS Total
O – 2.2
Continue 6-month collaboration with the Vision
Zero task Force and report back Vision Zero
monitoring and evaluation
$6,418
Project Manager: Robert Paderna 15 Analyst 12
O – 2.4
Obtain “Big Data” for citywide travel data including
bicycle, pedestrian and vehicle trips and speed. $7,588 Professional I 14 Analyst 24
O – 2.4
Conduct site visit(s) of up to three corridors with
frequent collisions. $6,896
Project Manager: Robert Paderna 10
Senior Professional II 10
Analyst 5
O – 3.2
Conduct local small-scale media campaign such as
banners at schools and bus stop advertisements. $9,948
Project Manager: Robert Paderna 2

Senior Professional II 8
Professional I 10
Analyst 23
O – 5.1

Emergency Response Data Collection and Strategy $3,923
Project Manager: Robert Paderna 2
Senior Professional I 2
Professional II 5
Analyst 8

Agreement with Kimley-Horn and Associates, Inc./Exhibit B2-Fees by Task Page 1 Rev. 07-01-18
EXHIBIT B2

FEES BY TASK

TASK
# DESCRIPTION BUDGETED
HOURS
HOURLY

RATE TOTAL
1 Project Management & Administration

1.1 Project Kick-Off Meeting $3,357

Project Manager: Robert Paderna 3 $288.35 $865
Principal-in-Charge: Mike Colety 3 $411.80 $1,235
Senior Professional I 4 $314.04 $1,256

1.2 Bi-weekly Project Updates $21,378
Project Manager: Robert Paderna 48 $288.35 $13,841
Senior Professional I 24 $314.04 $7,537

1.3 File and Data Sharing $1,326
Senior Professional I 2 $314.04 $628
Analyst 4 $174.38 $698

1.4 Progress Reporting $8,141
Project Manager: Robert Paderna 24 $288.35 $6,920
Analyst 7 $174.38 $1,221

1.5 Project Management $16,153
Project Manager: Robert Paderna 45 $288.35 $12,976
Project Support 24 $132.39 $3,177
TOTAL FOR TASK 1 188 $50,354
2 Benchmarking & Data Review

2.1 Programs, Policy, and Planning Benchmarking $10,837

Project Manager: Robert Paderna 10 $288.35 $2,884
Senior Professional I 12 $314.04 $3,768
Analyst 24 $174.38 $4,185

2.2 Vision Zero Task Force $3,810

Project Manager: Robert Paderna 6 $288.35 $1,730
Principal-in-Charge: Mike Colety 2 $411.80 $824
Senior Professional I 4 $314.04 $1,256

2.3 Data Collection and Review $12,445

Project Manager: Robert Paderna 6 $288.35 $1,730
Senior Professional I 12 $314.04 $3,768
Professional II 6 $264.62 $1,588
Professional I 12 $243.09 $2,917
Analyst 14 $174.38 $2,441
TOTAL FOR TASK 2 108 $27,092
3 Community Engagement

3.1 Community Engagement Plan & Schedule Development $3,351

I I I I

Agreement with Kimley-Horn and Associates, Inc./Exhibit B2-Fees by Task Page 2 Rev. 07-01-18
TASK
# DESCRIPTION BUDGETED
HOURS
HOURLY

RATE TOTAL
Project Manager: Robert Paderna 4 $288.35 $1,153
Senior Professional II 6 $366.22 $2,197

3.2 Project Promotion/Website $16,030

Project Manager: Robert Paderna 6 $288.35 $1,730
Senior Professional II 20 $366.22 $7,324
Analyst 40 $174.38 $6,975

3.3 Community Surveys (up to 4 surveys) $5,967

Project Manager: Robert Paderna 4 $288.35 $1,153
Senior Professional II 4 $366.22 $1,465
Senior Professional I 4 $314.04 $1,256
Analyst 12 $174.38 $2,093

3.4 Outreach Events/pop-Ups (up to 5 events/up to 5 pop-ups for a total of 10) $4,360
Analyst 25 $174.38 $4,360

3.5 Vision Zero Task Force Meetings (up to 3 meetings) $15,309

Project Manager: Robert Paderna 12 $288.35 $3,460
Principal-in-Charge: Mike Colety 12 $411.80 $4,942
Senior Professional I 12 $314.04 $3,768
Analyst 18 $174.38 $3,139

3.6 Community Workshops (2 virtual, 2 in-person) $13,884

Project Manager: Robert Paderna 8 $288.35 $2,307
Senior Professional II 8 $366.22 $2,930
Senior Professional I 8 $314.04 $2,512
Analyst 20 $174.38 $3,488
Project Support 20 $132.39 $2,648

3.7 Bicycle and Pedestrian Advisory Committee (BPAC) Meetings $8,783

Project Manager: Robert Paderna 6 $288.35 $1,730
Principal-in-Charge: Mike Colety 4 $411.80 $1,647
Senior Professional II 10 $366.22 $3,662
Analyst 10 $174.38 $1,744

3.8 Commission Meetings (Up to 4) $2,884
Project Manager: Robert Paderna 10 $288.35 $2,884

3.9 City Council Meetings (Up to 2) $4,819
Project Manager: Robert Paderna 8 $288.35 $2,307
Senior Professional I 8 $314.04 $2,512
TOTAL FOR TASK 3 299 $75,386
4 Collision Data Collection and Analysis

4.1 Existing Conditions Analysis $23,910
Project Manager: Robert Paderna 2 $288.35 $577

I I I I

Agreement with Kimley-Horn and Associates, Inc./Exhibit B2-Fees by Task Page 3 Rev. 07-01-18
TASK
# DESCRIPTION BUDGETED
HOURS
HOURLY

RATE TOTAL
Professional II 20 $264.62 $5,292
Professional I 24 $243.09 $5,834
Analyst 70 $174.38 $12,207

4.2 High Injury Network (HIN) Maps $8,182

Project Manager: Robert Paderna 4 $288.35 $1,153
Senior Professional I 4 $314.04 $1,256
Professional II 6 $264.62 $1,588
Analyst 24 $174.38 $4,185

4.3 Develop Collision Profiles $12,162

Project Manager: Robert Paderna 6 $288.35 $1,730
Senior Professional I 12 $314.04 $3,768
Professional II 12 $264.62 $3,175
Analyst 20 $174.38 $3,488
TOTAL FOR TASK 4 204 $44,254
5 Countermeasure Toolbox

5.1 Develop Countermeasure Toolbox $28,949

Project Manager: Robert Paderna 14 $288.35 $4,037
Principal-in-Charge: Mike Colety 2 $411.80 $824
QC/QA: Brian Sowers 4 $388.29 $1,553
Senior Professional I 20 $314.04 $6,281
Professional II 15 $264.62 $3,969
Professional I 16 $243.09 $3,889
Analyst 36 $174.38 $6,278
Project Support 16 $132.39 $2,118
TOTAL FOR TASK 5 123 $28,949
6 Transportation Equity Assessment

6.1 Transportation Equity Assessment $22,063

Project Manager: Robert Paderna 8 $288.35 $2,307
Principal-in-Charge: Mike Colety 2 $411.80 $824
QC/QA: Frederik Venter 4 $445.98 $1,784
Senior Professional I 8 $314.04 $2,512
Professional II 24 $264.62 $6,351
Professional I 14 $243.09 $3,403
Analyst 28 $174.38 $4,883
TOTAL FOR TASK 6 88 $22,063
7 Implementation Plan & Programs

7.1 Develop Priority Projects and Programs $31,549
Project Manager: Robert Paderna 8 $288.35 $2,307
Principal-in-Charge: Mike Colety 2 $411.80 $824

I I I I

Agreement with Kimley-Horn and Associates, Inc./Exhibit B2-Fees by Task Page 4 Rev. 07-01-18
TASK
# DESCRIPTION BUDGETED
HOURS
HOURLY

RATE TOTAL
Senior Professional II 4 $366.22 $1,465
Senior Professional I 24 $314.04 $7,537
Professional II 30 $264.62 $7,939
Professional I 30 $243.09 $7,293
Analyst 24 $174.38 $4,185

7.2 Develop Implementation Plan and Program $18,070

Project Manager: Robert Paderna 8 $288.35 $2,307
Principal-in-Charge: Mike Colety 2 $411.80 $824
Senior Professional I 20 $314.04 $6,281
Professional II 9 $264.62 $2,382
Analyst 36 $174.38 $6,278

7.3 Develop Evaluation Plan $9,540

Project Manager: Robert Paderna 6 $288.35 $1,730
Principal-in-Charge: Mike Colety 2 $411.80 $824
Senior Professional II 2 $366.22 $732
Senior Professional I 9 $314.04 $2,826
Professional II 9 $264.62 $2,382
Analyst 6 $174.38 $1,046
TOTAL FOR TASK 7 231 $59,159
8 Draft and Final Plan

8.1 Vision Zero Plan Draft Report $40,376

Project Manager: Robert Paderna 20 $288.35 $5,767
Principal-in-Charge: Mike Colety 4 $411.80 $1,647
QC/QA: Frederik Venter 4 $445.98 $1,784
QC/QA: Brian Sowers 4 $388.29 $1,553
Senior Professional II 18 $366.22 $6,592
Senior Professional I 30 $314.04 $9,421
Professional II 10 $264.62 $2,646
Professional I 20 $243.09 $4,862
Analyst 35 $174.38 $6,103

8.2 Vision Zero Plan Final Report $19,334

Project Manager: Robert Paderna 13 $288.35 $3,749
Principal-in-Charge: Mike Colety 2 $411.80 $824
QC/QA: Frederik Venter 2 $445.98 $892
QC/QA: Brian Sowers 2 $388.29 $777
Senior Professional II 6 $366.22 $2,197
Senior Professional I 20 $314.04 $6,281
Professional II 6 $264.62 $1,588
Professional I 6 $243.09 $1,459

I I I I

Agreement with Kimley-Horn and Associates, Inc./Exhibit B2-Fees by Task Page 5 Rev. 07-01-18
TASK
# DESCRIPTION BUDGETED
HOURS
HOURLY

RATE TOTAL
Analyst 9 $174.38 $1,569

8.3 Executive Summary/Fact Sheet $3,524

Project Manager: Robert Paderna 2 $288.35 $577
QC/QA: Frederik Venter 2 $445.98 $892
Professional I 2 $243.09 $486
Analyst 9 $174.38 $1,569
TOTAL FOR TASK 8 226 $63,235
TOTAL FOR ALL TASKS 1,467 $370,493
Other Direct Costs
Outreach Materials $7,000
Purchase and Distribution of Vision Zero Promotional/Safety Items $5,000 Additional Supplemental Traffic Counts $5,000
Circlepoint (Task 3) $118,449
TOTAL FOR OTHER DIRECT COSTS $135,449

Agreement with Kimley-Horn and Associates, Inc./Exhibit C-Insurance Requirements Page 1 Rev. 07-01-18

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 Consultant shall provide and maintain in full force and effect during the period of performance of the Agreement and for twenty-four (24) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under Consultant’s insurance. The minimum coverages, provisions and endorsements are as follows:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

Agreement with Kimley-Horn and Associates, Inc./Exhibit C-Insurance Requirements Page 2 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.

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 Consultant included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Consultant or any 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 Consultant. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney’s Office.

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

1. Additional Insureds.

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

2. Primary
and non-contributing. Each insurance policy provided by Consultant shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution

Agreement with Kimley-Horn and Associates, Inc./Exhibit C-Insurance Requirements Page 3 Rev. 07-01-18
from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Consultant’s insurance.

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

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

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

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

2. Consultant agrees to be responsible for ensuring that no contract used by any
party involved in any way with the project reserves the right to charge

Agreement with Kimley-Horn and Associates, Inc./Exhibit C-Insurance Requirements Page 4 Rev. 07-01-18
City or Consultant for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

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

G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Consultant, and each and every 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. Consultant shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.

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

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

EBIX Inc.

City of Santa Clara Department of Public Works
P.O. Box 100085 – S2
Duluth, GA 30096

Telephone number: 951-766-2280
Fax number: 770-325-0409

Agreement with Kimley-Horn and Associates, Inc./Exhibit C-Insurance Requirements Page 5 Rev. 07-01-18
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Consultant shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with Kimley-Horn and Associates, Inc./Exhibit D-Title VI Assurances Page 1 Rev. 07-01-18

EXHIBIT D

TITLE VI ASSURANCES

APPENDIX A
During the performance of this Agreement, the contractor, for itself, its assignees and successors in interest (hereinafter collectively referred to as CONSULTANT) agrees as follows:
a. Compliance with Regulations: CONSULTANT shall comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the REGULATIONS), which are herein incorporated by reference and made a part of this agreement.
b. Nondiscrimination: CONSULTANT, with regard to the work performed by it during the AGREEMENT, shall not discriminate on the grounds of race, color, sex, national origin, religion, age, or disability in the selection and retention of sub-applicants, including procurements of materials and leases of equipment. CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the agreement covers a program set forth in Appendix B of the Regulations.
c. Solicitations for Sub-agreem
ents, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by CONSULTANT for work to be performed under a Sub-agreement, including procurements of materials or leases of equipment, each potential sub-applicant or supplier shall be notified by CONSULTANT of the CONSULTANT’S obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. d. Information and Reports: CONSULTANT shall provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the recipient or FHWA to be pertinent to ascertain compliance with such Regulations or directives. Where any information required of CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, CONSULTANT shall so certify to the recipient or FHWA as appropriate, and shall set forth what efforts CONSULTANT has made to obtain the information. e. Sanctions for Noncompliance: In the event of CONSULTANT’s noncompliance with the nondiscrimination provisions of this agreement, the recipient shall impose such agreement sanctions as it or the FHWA may determine to be appropriate, including, but not limited to:
i. withholding of payments to CONSULTANT under the Agreement within a reasonable period
of time, not to exceed 90 days; and/or
ii. cancellation, termination or suspension of the Agreement, in whole or in part.

Agreement with Kimley-Horn and Associates, Inc./Exhibit D-Title VI Assurances Page 2 Rev. 07-01-18
f. Incorporation of Provisions: CONSULTANT shall include the provisions of paragraphs (1) through (6) in every sub-agreement, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto.

CON
SULTANT shall take such action with respect to any sub-agreement or procurement as the recipient or FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance, provided, however, that, in the event CONSULTANT becomes involved in, or is threatened with, litigation with a sub-applicant or supplier as a result of such direction, CONSULTANT may request the recipient enter into such litigation to protect the interests of the State, and, in addition, CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States.

APPENDIX E
During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest (hereinafter referred to as the “CONSULTANT”) agrees to comply with the following nondiscrimination statutes and authorities, including, but not limited to:

Pertinent Non-Discr
imination Authorities:
• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42
• U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), prohibits discrimination on the basis of sex;
• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CR Part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), prohibits discrimination on the basis of age);
• Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);
• Titles II and III of the Americans with Disabilities Act, which prohibit discrimination of the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations 49 C.F.R. parts 37 and 38;

Agreement with Kimley-Horn and Associates, Inc./Exhibit D-Title VI Assurances Page 3 Rev. 07-01-18
• The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations;
• Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English Proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C.1681 et seq).

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-521 Agenda Date: 5/28/2024

REPORT TO COUNCIL

SUBJECT
Action to Authorize the City Manager to Negotiate and Execute Agreements and/or Amendments to Existing Agreements as Required to Complete Unanticipated Internal Inspection and Re-rate Engineering Study for Transformer Upgrades at the Kifer Receiving Station (KRS) and Scott Receiving Station (SRS) and Approve Related Budget Amendment

BACKGROUND
The City of Santa Clara's Electric Utility, Silicon Valley Power (SVP), imports electric power generated outside of Santa Clara using PG&E interconnections primarily at three receiving substations within the City limits: Kifer Receiving Station (KRS), Scott Receiving Station (SRS), and Northern Receiving Station (NRS). These stations use multiple transformers to lower voltage from 115kV to 12kV. In addition, SVP’s distribution substations use transformers to step down sub- transmission (60kV) voltage to distribution level (12kV). Most of the power from PG&E transmission lines pass through six (6) large transformers, each with a 115kV/60kV 186MVA capacity, installed at NRS, KRS and SRS (two transformers per station).

As part of the several rebuild projects included in SVP’s system expansion plan, new 115kV/60kV 336MVA transformers will be installed at the three stations - two (2) transformers each at KRS and SRS and three (3) transformers at NRS. Until those projects are complete, the existing 115kV/60kV 186MVA transformers need to handle the increased demand.

SVP continues to explore options for providing additional power to serve existing and future customers and will study the feasibility of re-rating the existing115kV/60kV 186MVA transformers at KRS and SRS. This request is a result of the continuous growth of SVP’s electric load and supply chain issues affecting the re-build of NRS, KRS and SRS. The projected dates for energization/in- service of NRS, KRS, and SRS rebuilds are in fiscal year 2027/2028. Between now and the energization date for these receiving stations, staff recommends evaluating the re-rating of the existing transformers at KRS and SRS to provide additional capacity. A transformer re-rate evaluates modifications such as fuel type, exhaust, and other features to increase capacity of the transformer.

Providing additional capacity sooner will meet customer needs as well as result in millions of dollars in sales revenue.

SVP’s existing transformers are manufactured by:

1. KRS TA Transformer: ABB (acquired by Hitachi)

2. KRS TB Transformer: Trafo Union (trademark of Siemens Energy)

3. SRS TA and TB Transformers: North American Transformers (purchased by Waukesha Electric Systems, and then merged into Prolec GE-Waukesha, Inc.) City of Santa Clara Printed on 5/24/2024Page 1 of 4
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24-521 Agenda Date: 5/28/2024
All the original manufacturers of the transformers at NRS, KRS, and SRS have merged or been acquired by other companies and, as a result, there is no clear customer support provided to these legacy transformers.

DISCUSSION
SVP recommends an expedited process that delegates authority to the City Manager to negotiate and execute new agreements and/or amendments to existing agreements for a total authorization of up to $500,000 for the specific purpose of completing an analysis of improvements needed to increase capacity at KRS and SRS and to apply exceptions to competitive procurement requirements where applicable under City procurement ordinances. If improvements can be identified, it is expected that staff will return to Council with a request for up to $5.5 million to complete the work.

SVP will coordinate closely with the Purchasing Division of the Finance Department as well as with the City Attorney’s Office to assure procurement methods are aligned with City policies and ordinance including use of exception to competitive bidding pursuant to Section 2.105.290 of the Santa Clara City Code where appropriate. Section 2.105.290 states that a purchase is exempt from a competitive procurement process if it would not be useful or produce advantage to the City, and if due to circumstances beyond the control of the City, the time necessary to use the competitive procurement procedure would result in substantial economic loss to the City or substantial interference with a critical City operation and will evaluate the decision to execute new agreements or amendments to existing agreements to best meet the needs of the City. Approval of these recommendations will permit staff to execute documents needed to secure delivery timelines for long lead time equipment and accelerate other actions associated with this critical project.

SVP has reached out to major transformer manufacturer’s including Delta Star Inc. (DSI), Prolec-GE Waukesha, Inc., Siemens Energy USA, and Hyundai Power Transformers USA, Inc. (Hyundai).

Hyundai declined to offer their services for this project and recommended that SVP reach out to the original manufacturers. At this time, only DSI has provided quotes reflecting service needs and anticipated costs. DSI is the only local power transformer manufacturing company with a plant in San Carlos, CA, and a local transformer field services crew and DSI is currently supporting SVP with similar projects. The remaining vendors were non-responsive to our requests for information regarding re-rating or other options to increase the capacity of existing SVP transformers.

In addition to transformer inspection and re-rate studies, additional services will be required from engineering firms for protection and control settings. Staff will authorize this work using existing agreements with engineering firms or through new agreements where aligned with purchasing policy and in the best interest of the City. In the event that construction is required, such services will be procured pursuant to the City Charter.

Plan of Action
Staff have developed a detailed scope of work and there will be a phased approach for re-rating the existing 186MVA transformers:

1. Phase 1 - Internal inspection of existing 186MVA transformers and re-rate engineering study (current Council action).

2. Phase 2 - Field upgrade, installation and testing of the re-rated 186MVA transformers, as recommended in the re-rate engineering study from Phase 1 (possible future Council action).

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24-521 Agenda Date: 5/28/2024
Estimated Costs:

After completion of the re-rate study, SVP anticipates additional costs related to the findings of internal transformer inspections (phase 2 of plan of action above). Staff will return to Council with additional actions at that time.

A preliminary estimate of the additional tasks that have been identified and their associated cost is as follows:

Equipment/Project Estimated Cost
Internal Inspections and re-rate to four (4)
transformers (current Council action)
$ 500,000
Anticipated upgrades to four (4) transformers
(possible future Council action)
$3,500,000
Contingency (possible future Council action) $2,000,000 Total Anticipated Cost $6,000,000

ENVIRONMENTAL REVIEW
The proposed actions do not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to section 15061(c)(3) of Title 14 of the California Code of Regulations as it can be seen with certainty that there is no possibility the inspection services will have a significant effect on the environment.

FISCAL IMPACT
The recommended budget amendment below is needed to fully fund the transformer upgrade cost, as well as associated inspection, engineering, and construction services. Funding is provided by a transfer from the Electric Utility Fund Unrestricted Fund Balance to the KRS Rebuild and Replacement (CIP 2453) and SRS Rebuild and Replacement (CIP 2456) in the Electric Utility Capital Fund.

Budget Amendment
FY 2023/2024
Current Increase/ (Decrease) Revised
Electric Utility Fund (091)
Transfers Out
Transfer to the Electric Utility
Capital Fund
$23,062,234 $500,000 $23,562,234
Reserves
Unrestricted Fund Balance $87,174,994 ($500,000) $86,674,994 Electric Utility Capital Fund
(591)
Transfers In
Transfer from the Electric
Utility Fund
$23,062,234 $500,000 $23,562,234
Expenditures
KRS Rebuild and
Replacement
$86,447,723 $250,000 $86,697,723
SRS Rebuild and
Replacement
$90,552,753 $250,000 $90,802,753
City of Santa Clara Printed on 5/24/2024Page 3 of 4
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24-521 Agenda Date: 5/28/2024
Current Increase/ (Decrease) Revised
Electric Utility Fund (091)
Transfers Out
Transfer to the Electric Utility
Capital Fund
$23,062,234 $500,000 $23,562,234
Reserves
Unrestricted Fund Balance $87,174,994 ($500,000) $86,674,994 Electric Utility Capital Fund
(591)
Transfers In
Transfer from the Electric
Utility Fund
$23,062,234 $500,000 $23,562,234
Expenditures
KRS Rebuild and
Replacement
$86,447,723 $250,000 $86,697,723
SRS Rebuild and
Replacement
$90,552,753 $250,000 $90,802,753

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

RECOMMENDATION

1. Subject to compliance with Chapter 2.105 of the City Code, as applicable, and review and approval as to form by City Attorney, authorize the City Manager to negotiate and execute new agreements and/or amendments to existing agreements with various vendors to complete unanticipated internal inspections, and re-rate engineering studies, at the Kifer Receiving Station (KRS) and Scott Receiving Station (SRS) with a total aggregate authorization not to exceed $500,000;

2. Authorize the City Manager or designee to take any actions as necessary to implement and administer the agreements and to negotiate and execute further amendments to the agreements as needed to complete inspections and studies at KRS and SRS, subject to the maximum authorization of $500,000 and approval as to form by the City Attorney; and

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

A. In the Electric Utility Fund, increase the transfer to the Electric Utility Capital Fund and decrease the Unrestricted Ending Fund Balance in the amount of $500,000 (five affirmative Council votes required for the use of unused balances ); and
B. In the Electric Utility Capital Fund, recognize a transfer from the Electric Utility Fund in the amount of $500,000, increase the KRS Rebuild and Replacement project (CIP 2453) by $250,000, and increase the SRS Rebuild and Replacement project (CIP 2456) by $250,000 ( five affirmative Council votes required to appropriate additional revenue).

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jovan D. Grogan, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-453 Agenda Date: 5/28/2024

REPORT TO COUNCIL

SUBJECT
Action Authorizing the City Manager to Negotiate and Execute Agreement(s) with Vendor(s) for the Purchase of High Voltage Disconnect Switches, Station Service Voltage Transformers, Voltage Transformers and Capacitive Voltage Transformers, and Combination Revenue Metering Transformers to be Funded by the Electric Utility Capital Fund

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
In November 2019, Silicon Valley Power (SVP) management met to discuss the strategic priorities for SVP and identified that the City of Santa Clara (the City) would experience significant electric load growth requiring SVP to develop a capital improvement strategy. Staff have determined the need for developing both near-term and long-term strategies to accommodate approved growth and develop the necessary infrastructure plan options.

On October 13, 2020, the City Council authorized the City Manager to execute master service agreements with several engineering consultant firms to support SVP with system expansion, general consulting services, and plan implementation services (RTC # 20-854).

On April 6, 2021, staff presented a comprehensive review of upcoming load growth and capital projects to the City Council as part of the SVP Quarterly Report. The presentation concluded with the next steps, including the preparation of a system growth strategy to be presented at a future City Council meeting.

On September 28, 2021, the City Council accepted SVP’s Three-Year System Growth Plan Strategy (RTC # 21-871). This plan identified $300 million in proposed projects for both near-term and long- term capital improvement projects needed to support anticipated system growth and to replace end- of life equipment for system reliability.

On April 5, 2022, the City Council adopted Resolution # 22-9069 adding new and updated connection and load development fees for SVP (RTC # 22-449). Additionally, on April 19, 2022, the City Council adopted Resolution # 22-9081 adopting the City of Santa Clara 2022/23 Municipal Fee Schedule, which included new and updated connection fees and load development fees, effective July 1, 2022 (RTC # 22-99). These fees were further updated for fiscal year 2023/24 by the adoption of Resolution 23-9221 on April 18, 2023, and for fiscal year 2024/25 by adoption of Resolution #24- 9316. Such fees and their corresponding increases are intended to maintain fees at cost recovery levels necessary to support electric load growth.

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On November 15, 2022 (RTC # 22-1172), the City Council accepted SVP’s System Expansion Plan for the California Independent System Operator’s Transmission Planning Process FY2023/24 (SVP System Expansion Plan CAISO TPP FY2023/24). The purpose of this process is to project SVP’s load growth over the next ten years and apply it to an electric system model to simulate load growth impacts on SVP’s electric system.

On May 9, 2023, the City Council adopted Resolution # 23-9223 regarding the City’s intent to issue tax-exempt electric system bonds for reimbursement of expenditures for certain capital improvement projects for SVP (RTC # 23-104), including load growth projects and associated equipment and material purchases.

On July 18, 2023, staff presented an update on these key near-term projects necessary for system growth to the City Council as part of the SVP Quarterly Report (RTC # 23-757). At the same meeting, the City Council approved amendments to several master service agreements including increases to cumulative maximum compensations (RTC # 23-737).

A critical element of the necessary load growth noted in these City Council actions is the need to purchase long lead items to support the system expansion projects. On October 10, 2023, the City Council authorized the purchase of up to twelve (12) high voltage transformers from HD Hyundai Electric America Corporation with a total not-to-exceed amount of $81,392,908 (RTC # 23-122). On May 7, 2024, the City Council approved the purchase of high voltage circuit breakers for an amount not to exceed $38,000,000.

This report now seeks authorization for the purchase of additional critical equipment essential for the Northern Receiving Station (NRS), Kifer Receiving Station (KRS) and Scott Receiving Station (SRS) system expansion projects, as detailed in this report. The procurement is also requesting the purchase of critical equipment for the Esperanca Substation (ESP) which is a general distribution substation to support development in north Santa Clara.

DISCUSSION
The following four procurements require expedited methods for acquiring critical equipment needed to meet the construction schedules of the expansion projects mentioned above. All procurements have adhered to or will adhere to the City’s purchasing policy, including formal notification through the City’s e-procurement system. The request to obtain City Council approval for these purchases is being made concurrently with the various steps of the procurement process.

High Voltage Disconnect Switches
Pursuant to Section 2.105.140(d) of the Santa Clara City Code (City Code), a formal Request for Bids (RFB) was conducted with the award recommendation based on the lowest responsive and responsible bidder(s).

On March 13, 2024, the City issued the RFB for High Voltage Disconnect Switches, which was published on the City’s e-procurement system. In addition, the City contacted several firms directly, informing them of the RFB and directing them to the e-procurement system if interested. A total of 45 companies viewed the RFB, and six bids were received by the April 24, 2024, deadline from the firms listed below with the manufacturer they represent appearing in parentheses:

1. Pacific Utilities (Ashlee Kulback/Cleaveland Price Inc.) City of Santa Clara Printed on 5/24/2024Page 2 of 7
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24-453 Agenda Date: 5/28/2024

2. Geo E. Honn Co. (EMSPEC Inc.)

3. Southern Electrical Equipment Company, Inc. (SEECO)

4. Sierra Utility Sales Inc. (Royal Swithgear Manufacturing Company)

5. SPX Transformer Solutions c/o Isberg Nott (GE Grid Solutions LLC)

6. Walker-Miller Energy Services, LLC (Pascor Atlantic) Bids are currently being evaluated by staff to verify their conformance to the RFB. Staff is seeking authorization for the City Manager to enter into an agreement with the vendor(s) submitting the lowest responsive and responsible bid(s).

Alternatively, staff seeks authorization for the City Manager to enter into purchase orders or agreements with the vendors(s) pursuant to Section 2.105.200. If all six bids are deemed non- responsive or non-responsible, the Purchasing Division Manager may reject all bids under Section

2.105.200 and direct staff to negotiate with the bidders and other suppliers in the open market.

Section 2.105.200 authorizes this direct negotiation and specifically provides that “if all bids or proposals are rejected, the Purchasing Division Manager or designee may re-notice the solicitation or award without further complying with the provisions of this Chapter [Chapter 2.105 of the City Code] if readvertising is determined to be an idle act.” The Purchasing Division Manager has determined that readvertising would be an idle act, as the City received an adequate number of bids and the outcome would not be different.

The description and quantities are listed in Table 1.

Table 1: High Voltage Disconnect Switches
High Voltage Disconnect Switches Station(s) Qty
60kV vertical break, 4000A, 80kA KRS, SRS, NRS, ESP 103 60kV center break Vee type, 4000A, 80kA SRS, KRS 19
115kV vertical break, 4000A, 80kA KRS, SRS, NRS 105
115kV center break Vee type, 4000A, 80kA SRS, KRS 13
230kV vertical break, 3000A, 63kA NRS 14
Station Service Voltage Transformers
Pursuant to Section 2.105.140(d) of the Santa Clara City Code (City Code), a formal Request for Bids (RFB) was conducted with the award recommendation based on the lowest responsive and responsible bidder(s).

On March 22, 2024, the City issued the RFB for Station Service Voltage Transformers, which was published on the City’s e-procurement system. In addition, the City contacted several firms directly, informing them of the RFB and directing them to the e-procurement system if interested. A total of 35 companies viewed the RFB, and no bids were received by the April 19, 2024, deadline. As a result, the Purchasing Division Manager directed staff to negotiate with suppliers of station service voltage transformers in the open market pursuant to Section 2.105.220 of the City Code. Section 2.105.220 authorizes this direct negotiation and specifically provides that “If no bids or proposals are received, the Purchasing Division Manager or designee may readvertise or may otherwise acquire in the open market without further complying with the provisions of this Chapter [Chapter 2.105 of the City City of Santa Clara Printed on 5/24/2024Page 3 of 7
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Code].”
The description and quantities are listed in Table 2.

Table 2: Station Service Voltage Transformers
Station Service Voltage Transformers Station(s) Qty

34.8 kV/208V/120V, 350kV BIL, 60Hz,
100kVA, SSVT Operates @60kV L-L
KRS, SRS 8
Voltage Transformers, Capacitive Voltage Transformers
Pursuant to Section 2.105.140(d) of the Santa Clara City Code (City Code), a formal Request for Bids (RFB) was conducted with the award recommendation based on the lowest responsive and responsible bidder(s).

On April 2, 2024, the City issued the RFB for Voltage Transformers, Capacitive Voltage Transformers, which was published on the City’s e-procurement system. In addition, the City contacted several firms directly, informing them of the RFB and directing them to the e-procurement system if interested. A total of 41 companies viewed the RFB, and five bids were received by the April 30, 2024, deadline from the firms listed below with the manufacturer they represent appearing in parentheses:

1. Geo E. Honn Co. (Ritz Instruments)

2. One Source Distributors (Hitachi)

3. SPX Transformer Solutions c/o Isberg Nott (GE Grid Solutions LLC)

4. Wesco (Hitachi)

5. Wesco (Trench)
Bids are currently being evaluated by staff to verify their conformance to the RFB. Staff is seeking authorization for the City Manager to enter into an agreement with the vendor(s) submitting the lowest responsive and responsible bid(s).

Alternatively, staff seeks authorization for the City Manager to enter into purchase orders or agreements with the vendors(s) pursuant to Section 2.105.200. If all five bids are deemed non- responsive or non-responsible, the Purchasing Division Manager may reject all bids under Section

2.105.200 and direct staff to negotiate with the bidders and other suppliers in the open market.

The description and quantities are listed in Table 3.

Table 3: Voltage Transformers, Capacitive Voltage Transformers Voltage Transformers, Capacitive Voltage
TransformersStation(s)Qty
60kV VT, 350kv Bil, Max Phase to Ground

41.9kv, 1ph, Two Windings, Ratio 0.3wxyz
60hz, Single Bushing
NRS, KRS, SRS, ESP 88
115kV CVT. 550kv Bil, Max Phase to Ground
71kv, 1ph, Two Windings, Ratio 0.3wxyz 60hz,
Single Bushing
NRS, KRS, SRS 90
230kV CVT, 1050kv Bil, Max Phase to Ground
141.4kv, 1ph, Two Windings, Ratio 0.3wxyz
60hz, Single Bushing
NRS 17
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24-453 Agenda Date: 5/28/2024Voltage Transformers, Capacitive Voltage TransformersStation(s)Qty
60kV VT, 350kv Bil, Max Phase to Ground

41.9kv, 1ph, Two Windings, Ratio 0.3wxyz
60hz, Single Bushing
NRS, KRS, SRS, ESP 88
115kV CVT. 550kv Bil, Max Phase to Ground
71kv, 1ph, Two Windings, Ratio 0.3wxyz 60hz,
Single Bushing
NRS, KRS, SRS 90
230kV CVT, 1050kv Bil, Max Phase to Ground
141.4kv, 1ph, Two Windings, Ratio 0.3wxyz
60hz, Single Bushing
NRS 17
Combination Revenue Metering Transformers
The City plans to issue the RFB for Combination Revenue Metering Transformers by the end of May 2024. Staff is seeking authorization for the City Manager to (a) enter into an agreement with the vendor(s) submitting the lowest responsive and responsible bid, pursuant to Section 2.105.140(d); or (b) negotiate and execute purchase orders or agreements with the supplier(s), pursuant to Section

2.105.200 if the bids received are non-responsive or non-responsible; or (c) negotiate and execute an agreement with the supplier(s), pursuant to Section 2.105.220 if there are no bids received.

The description and quantities are listed in Table 4.

Table 4: Combination Revenue Metering Transformers
Combination Revenue Metering
Transformers
Station(s) Qty
115kV Combination Revenue Metering
Transformer (CT/VT)
KRS, NRS 14
230kV Combination Revenue Metering
Transformer (CT/VT)
NRS 4
Summary
Subject to compliance with Chapter 2.105 of the City Code, staff is seeking authorization for the City Manager to negotiate and execute agreements and/or purchase orders for all four purchases: (1) high voltage disconnect switches, (2) station service voltage transformers, (3) voltage transformers and capacitive voltage transformers, and (4) combination revenue metering transformers, up to a total maximum aggregate amount of $17,400,000 inclusive of applicable taxes. The requested authorization is subject to review and approval as to form of all agreements and/or purchase orders by the City Attorney and appropriation of funds.

The majority of the total maximum aggregate amount is designated for the high voltage disconnect switches, with the remaining funds allocated for the station service voltage transformers, voltage transformers and capacitive voltage transformers, and combination revenue metering transformers.

Delivery Timeline
Deliveries are expected to take place between July 2025 and July 2027. Payment will be based on the successful completion of key milestones, including a minimum of 10% of the contract value retained until after final acceptance of the varying equipment types.

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A two-year warranty period is anticipated to cover parts and labor and will commence upon final acceptance of each unit.

Additional Quantities
As part of the expansion, SVP may need to purchase additional, high voltage disconnect switches, station service voltage transformers, voltage transformers and capacitive voltage transformers, and combination revenue metering transformers. If such purchases are necessary, they will be made pursuant to City Code Section 2.105.130, which states “at the discretion of the Purchasing Division Manager, additional quantities may be purchased after the initial award of a contract or purchase order for general services or products. If the purchase of additional quantities or services increases the maximum compensation that exceeds the City Manager’s signature authority set forth in this chapter, or an amount previously approved by the City Council, then City Council approval is required.”

ENVIRONMENTAL REVIEW
The actions being considered do not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to section 15378(b)(2) of Title 14 of the California Code of Regulations as the proposed actions solely involve the equipment purchases for NRS, KRS, SRS, and ESP.

FISCAL IMPACT
The amounts to be paid to the Vendors under these Agreements are for a not-to-exceed amount of $17,400,000 for the initial quantity of units noted in Tables 1-4, and an additional $2,610,000 for a 15% contingency of the total cumulative contract value. Appropriations are available in the Electric Utility Capital Fund for Esperanca Substation and the three receiving station rebuild and replacement projects - SRS, KRS, and NRS. Debt financing is planned in the budget to fund SRS, KRS, and NRS. SVP is expected to seek Council approval for the issuance of Debt Financing in 2024. If this debt financing is not approved, an alternative funding mechanism would need to be identified for these Agreements and the projects would overall be delayed.

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 protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Subject to compliance with Chapter 2.105 of the City Code, review and approval as to form by the City Attorney, and appropriation of funds, authorize the City Manager or designee to negotiate and execute agreement(s) or purchase order(s) with vendors for the four purchases listed below, subject to a total maximum aggregate compensation amount of $17,400,000 plus a fifteen percent (15%) contingency ($2,610,000) for a total not to exceed amount of $20,100,000, as follows:

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(a) High Voltage Disconnect Switches for an approximately three-year agreement term and a two- year warranty period;
(b) Station Service Voltage Transformers for an approximately three-year agreement term and a two-year warranty period;
(c) Voltage Transformers and Capacitive Voltage Transformers for an approximately three-year agreement term and a two-year warranty period;
(d) Combination Revenue Metering Transformers for an approximately three-year agreement term and a two-year warranty period; and

2. Authorize the City Manager or designee to (a) take any actions as necessary to implement and administer the agreement(s) and/or purchase orders, and (b) negotiate and execute amendments to the agreement(s) and/or purchase order(s) for (i) design changes, (ii) any unanticipated issues, (iii) extensions of the term, or (iv) the purchase of additional High Voltage Disconnect Switches, Station Service Voltage Transformers, Voltage Transformers and Capacitive Voltage Transformers, and Combination Revenue Metering Transformer, up to the $20,100,000 amount and subject to the review and approval as to form by the City Attorney.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jovan D. Grogan, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-384 Agenda Date: 5/28/2024

REPORT TO COUNCIL

SUBJECT
Action to Authorize the Use of City Electric Forces for New Dark Fiber Installations at 6001 America Center Drive - 3080 Raymond Street

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Section 1310 of the Santa Clara City Charter (Contracts on Public Works) states “that every contract involving an expenditure of more than one thousand dollars ($1,000) for the construction or improvement (excluding maintenance and repair) of public buildings, works, streets, drains, sewers, utilities, parks and playgrounds shall be let to the lowest responsible bidder.” The section further states that “the City Council may declare and determine that, in its opinion, the work in question may be performed better or more economically by the City with its own employees, and after the adoption of a resolution to this effect by at least four affirmative votes, it may proceed to have said work done in the manner stated, without further observance of the provisions of this section.” In 2014, Silicon Valley Power (SVP) developed a position called Fiber Splicing Technician as an in- house position to primarily perform maintenance and repairs to meet the performance standards of fiber customers, which includes City departments and commercial customers. Fiber Splicing Technician activities include basic splicing and distribution changes to fiber optic cables. The technician can also perform duties such as pulling, laying, aligning, and positioning fiber optic equipment for new connections to the fiber network. Fiber Splicing Technicians also perform fusion splicing at building entrances and in maintenance spaces. Currently, SVP employs two Fiber Splicing Technicians.

DISCUSSION
Currently, the SVP fiber optic network serves SVP, other City departments, and various commercial customers. The Fiber Splicer Technician performs a variety of specialized activities from maintenance and repair to new or re-spliced interconnections to the SVP Fiber Enterprise. Each interconnection can be unique involving different hours of labor depending on the number of fibers required to be spliced and the particular location within the network. Technician time is tracked hourly and not on a per fiber basis.

Large or extensive projects involving extending fiber cable being laid along new paths or significant distances or adding conduit or related infrastructure are performed by a construction contractor through a public works contract. SVP spends up to $1 million per year on these public works contracts.

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Staff believes that the work described below is better performed with City forces based upon the following factors: (1) the work is limited in size and scope; (2) City forces have knowledge and training in operating, maintaining and repairing the fiber optic system that can be leveraged to more economically perform this work; and (3) bidding out the work and contracting with a private entity would not likely result in a lower overall cost or time savings.

Therefore, staff recommends that the City Council declare and determine that City forces can better perform the following fiber optic projects and approve the use of City forces for such projects:

Estimate Number: FWM#1622
Location: 6001 America Center Drive - 3080 Raymond Street Type of Service: New Business
Description of Work: Splice, terminate and test fibers for a new point to point route from 6001 America Center Drive to 3080 Raymond for a fiber lease customer.

Estimated Cost: $12,604
Appropriation: Electric Utility Capital Fund (591) Project 2004 - Fiber Development, Design & Expansion
Source of Revenue: Developer Contribution

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to Section 15303 (Class 3 - New Construction or Conversion of Small Structures) of Title 14 of the California Code of Regulations, as the proposed work involves the construction or installation of a limited number of small fiber utility facilities.

FISCAL IMPACT
The funds to support the staff time for work performed by SVP and related construction materials for the work detailed in this report, totaling $12,604, are included in the Fiscal Year 2023/24 Budget, Fiber Development, Design, and Expansion project in the Electric Utility Capital Fund. All referenced work will be performed with City Electric Forces (SVP staff). Some work associated with encroachment permits may be performed by the Department of Public Works (DPW). DPW costs are recovered through payment of permit fees.

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

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

RECOMMENDATION

1. Determine the proposed action is exempt from CEQA pursuant to Section 15303 (Class 3 - New Construction or Conversion of Small Structures) of Title 14 of the California Code of Regulations; City of Santa Clara Printed on 5/24/2024Page 2 of 3
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and

2. Declare and determine in accordance with Section 1310 of the City Charter that the public works located at 6001 America Center Drive to 3080 Raymond Street are better performed by the City with its own employees based on the information set forth in this Report to Council and authorize the performance of this public work consistent with this authorization.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jovan D. Grogan, City Manager
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1500 Warburton Avenue
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24-427 Agenda Date: 5/28/2024

REPORT TO COUNCIL

SUBJECT
Action on Recommendations from Governance and Ethics Committee to Amend Council Policy 046 entitled “Mayor and Council Public Records Policy” and Amend Email Retention from 90 days to two years for City Councilmembers

BACKGROUND
At the March 4, 2024 Governance and Ethics Committee (Committee), the Committee discussed the policy on email retention. This agenda item was carried over from the approved 2023 Governance and Ethics Committee workplan. Staff presented information on the current policies pertaining to public records and email retention for the Committee for review and discussion.

In addition to email retention, the Committee also discussed the options to consider retention of text messages on City devices for a specific duration of time. City staff is currently analyzing the capabilities to retain text messages and the costs and feasibility of those options. City staff will return to the Governance and Ethics Committee with an informational report pertaining to text messages as a public record and its retention policy at a future Committee meeting.

After a discussion on the retention of public records, the Governance and Ethics Committee recommends amending the email retention from 90 days to two years for the Mayor and City Councilmembers and updating Council Policy 046 to include these proposed changes. This item is being brought forth to the full City Council for consideration and approval as recommended by the Governance and Ethics Committee.

DISCUSSION
As background, there are two current policies that provide information on public records and email retention which include Council Policy 046 (“Mayor and Council Public Records Policy”) (Attachment 1) and City Manager Directive (CMD) 42 Email Retention Policy (Attachment 2).

Council Policy 046 (“Mayor and Council Public Records Policy”) Council Policy 046 was established to make clear what records created, received, or retained by the Mayor and the Councilmembers are considered public records available for disclosure and the policy outlines that any communications, including emails, texts, messages or comments on social media, to or from the Mayor or City Councilmember that pertain to the conduct of public business, regardless of whether or not they were created or sent to a private or public account, are public records that may be disclosed unless otherwise exempt from disclosure.

City Manager Directive (CMD) 42 Email Retention Policy
Per City Manager Directive (CMD) 42 Email Retention Policy, the City follows a 90-day email City of Santa Clara Printed on 5/24/2024Page 1 of 3
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retention policy that documents and treats emails as “transitory communications.” In general, “transitory communications” include transmittal letters, confirmations of receipt, scheduling, instant messaging, voicemails, and other types of communications that don’t have a material impact on the conduct of City business. If, however, an email is more than “transitory” CMD 42 provides that such email should be retained and made available for disclosure in accordance with state law.

Government Code Section 34090 sets forth the minimum requirements for record retention for City records. Unless otherwise required by law, Section 34090 requires that emails related to City business be retained for a minimum of two years.

Both CMD 42, as applied to City staff, and City Council Policy 046, as applied to Mayor and Council, require that non-transitory emails relating to City business be retained for 2 years. Specifically, for Mayor and Council, the Records Retention Schedule identifies the records required to be retained and the retention period (Attachment 3). Under this schedule, the retention period for email records that fall within the Correspondence Record Description is two years.

California Public Records Act Requirements.

The California Public Records Act (Government Code Sections 7920.000 et seq (CPRA) requires the retention and disclosure of all “public records.” The CPRA defines a public record as, “any writing containing information relating to the conduct of the public’s business prepared, owned, used, or retained by any state or local agency regardless of physical form or characteristics.” The California Supreme Court relied on this definition to state that a public record has 4 aspects, “it is (1) a writing, (2) with content related to the conduct of the people’s business, which is (3) prepared by, or (4) owned, used, or retained by any state or local agency.” The CPRA applies to email messages on both city and personal accounts/devices and requires that proper identification and care of email be performed by the City Officials and staff.

Proposed Amendments for Council Policy 046
The proposed amendment to Council Policy 046 (Attachment 4) revises the 90-day email deletion policy to two-years for City Councilmember emails to minimize the risk of records being inadvertently deleted and maximize compliance with the requirements under the City’s retention schedule. This hold follows a two-year retention policy for all correspondence records as defined in the Mayor and City Council Retention Schedule. This amendment aligns with the recommendations from the Governance and Ethics Committee and the CPRA.

If the City Council approves the amended policy, the City will implement the process outlined below:
· Establish an automated two-year hold on all City Councilmember mailboxes and the general mailbox for the Mayor and Council. This action will retain all emails from the time the hold is enabled until the removal of the hold.
· Set a rule to automatically move emails (Inbox and Sent) which are two years or older to the deleted folder. After 21 days, the emails in the deleted folder will be permanently deleted. · All email records on the two-year hold will be searchable and available for Public Record Act requests.
· City staff is developing a program to provide the City Councilmembers periodic trainings on public record management, including what constitutes a “transitory” record and best practices for responding to public records act requests on personal devices.

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ENVIRONMENTAL REVIEW
This is an information report only and no action is being taken by the City Council and no environmental review under the California Environmental Quality Act (“CEQA”) is required.

FISCAL IMPACT
The anticipated costs would be associated with increased staff time to create new retention rules for City Councilmember mailboxes and the review of public records associated with the Public Records Act.

COORDINATION
This report was coordinated with the City Manager’s Office, City Attorney’s Office and Information Technology Department.

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

RECOMMENDATION
Adopt a Resolution approving the recommendations from the Governance and Ethics Committee to Amend Council Policy 046 entitled “Mayor and Council Public Records Policy” to include amending email retention from 90 days to two years.

Reviewed by: Maria Le, Assistant to the City Manager, City Manager’s Office Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Council Policy 046 (“Mayor and Council Public Records Policy”)

2. City Manager Directive (CMD) 42 Email Retention Policy

3. Mayor and City Council Records Retention Schedule

4. Proposed Council Policy 046 “Mayor and Council Public Records Policy” (red line)

5. Resolution
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POLICY

PROCEDURE
Reference:

Adopted 5/16/2017
Resolution No. 17-8433
City of Santa Clara
Policy and Procedure Manual

MAYOR AND COUNCIL PUBLIC RECORDS POLICY
As technology has evolved, the creation and retention of public records has changed. In order to make clear what records created, received or retained by the Mayor and the Council Members are considered public records available for disclosure, the City Council hereby establishes the following policy.

Any communications, including emails, texts, messages or comments on social media, to or from the Mayor or City Council Member that pertain to the conduct of public business, regardless of whether or not they were created or sent to a private or public account, are public records that may be disclosed unless otherwise exempt from disclosure.

1. The Mayor and the Council Members shall only use official City email and text accounts to conduct City business.

2. The City shall provide the Mayor and the Council Members with separate publicly owned devices such as cell phones and tablets for the conduct of City business.

3. The Mayor and the Council Members shall endeavor to keep communications regarding City business out of their personal accounts and shall forward any communications regarding City business that they receive in their personal accounts to their official City accounts.

4. Any communications, including emails and texts that relate to an Agenda item received before or during a Council meeting by a majority of the Council must be disclosed in accordance with Government Code
Section 54957.5.

5. No campaign activity may be conducted on City accounts or City devices.

6. If a request for records is received, a search that is reasonably calculated to locate responsive records will be conducted. Privacy concerns can and should be addressed on a case-by-case basis.

Communications that are primarily personal, containing no more than incidental mentions of City business are generally not considered public records.

City Council-approved policy
P&Po46 Page 1 of 1
RESOLUTION NO. 17-8433

A RESOLUTION OF THE CITY OF SANTA CLARA,

CALIFORNIA ADOPTING A MAYOR AND CITY COUNCIL

PUBLIC RECORDS POLICY
BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

WHEREAS, a recent California Supreme Court decision has clarified the nature of communications that may constitute a public record subject to disclosure; WHEREAS, the City Council referred this matter to its Governance Committee; and, WHEREAS, the Governance Committee has recommended that the attached Mayor and City Council Public Records Policy be approved and adopted by the City Council.

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

1. Adoption of Policy. The attached Mayor and City Council Public Records Policy is hereby approved and adopted .

2. 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 16th DAY OF MAY 2017, BY THE FOLLOWING VOTE:

AYES : COUNCILORS :

NOES: COUNCILORS :

ABSENT : COUNCILORS:

ABSTAINED : COUNCILORS :

Attachments incorporated by reference :

1. Mayor and City Council Public Records Policy
l:\RESOLUTIONS\Mayor and City Council Public Records Policy 05-16-17.docx Davis, Kolstad , Mahan, O'Neill and Watanabe and
Mayor Gillmor
None
Caserta
None
ATTEST: _ _ Cbc-'---------ROD DIRIDON , JR.

CITY CLERK

CITY OF SANTA CLARA
Resolution/Mayor & City Council Public Records Policy
Rev: 02-10-17

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City Council and Authorities Concurrent
May 28, 2024