City Council and Authorities Concurrent
June 25, 2024

CITY OF SANT A CLARA, CALIFORNIA
a chartered California municipal corporation
APPROVED AS TO FORM:
~ City Attorney
ATTEST:
? ~ NNIFER YAMAGUMA
Acting City Clerk
Dated:
"CITY"
City Manager
1500 Warbmion Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
ACCELA, INC.
a California corporation
---+~--'----1,----='-----'-+--=~~--
By: ___.;z.~===:::!....._--------+------ 1gnature of Person executing the Agreement on behalf of ontractor)
Name: Jonathon Knight
Title: Chief Customer Officer
Local Address: 2633 Camino Ramon, Suite 500
San Ramon, CA 94583
Email Address: [email protected]
Telephone: (925) 359-3200
Fax: (925) 659-3201
"CONTRACTOR"
S:\Attomey\AGREEMENTS\Service\OVER $50K SERVICE AGREEMENT FORM.doc Agreement for the Performance of Services/ Accela, Inc.

Rev. 06/22/17

AGREEMENT FOR THE PERFORMANCE OF SUBSCRIBED SERVICES

BY AND BETWEEN THE

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

EXHIBIT A

SCOPE OF SUBSCRIBED SERVICES
This exhibit is not used in this agreement. For the software subscription terms and conditions, please refer to Exhibit H.

Agreement with Acee la, lnc./Scope of Services/Exhibit A Rev. 06/22/17

AGREEMENT FOR THE PERFORMANCE OF SUBSCRIBED SERVICES

BY AND BETWEEN THE

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

EXHIBITB

FEE SCHEDULE
In no event shall the amount billed to City by Contractor for services under this Agreement exceed One Million Two Hundred Eighteen Thousand Six Hundred Fifty-Nine Dollars and Ninety-Eight Cents ($1,218,659.98), subject to budget appropriations.

Citizen Access
PART# PRODUCT NAME
SS10MCAPOP0001 Accela Citizen Access - Subscription Population Subtotal
Civic Platform
PART# PRODUCT NAME
SS10APFMSLVR001 Accela Civic Platlom1 Silver - Subscliption User SS10APFMSLVR001 Accela Civic Platlom1 Silver - Suliscription User SS10APFMSLVR001 Accela Civic Platform Silver - Sullscription User SS10APFMSLVR001 Accela Civic Plat1om1 Silver- Subscription User SS10APFMSLVR001 Accela Civic Platlom1 Silver - Subscription User Subtotal
PART# PRODUCT NAME
SS 1 0MCAPOP0001 Accela Citizen Access - Subscription Population SS10MCAPOP0001 Accela Citizen Access - Subscription Population SS10MCAPOP0001 Accela Citizen Access - Subscription Population SS10MCAPOP0001 Accela Citizen Access - Subscription Population Subtotal
Agreement with Accela, Inc./Fee Schedule/Exhibit B
Rev. 06/22/17

QTY NET PRICE
125,948 USD 12,594.80
USD 12,594.80

QTY NET PRICE
40 USD 71,520.00
140 USD 257,829.60
140 USD 265,563.93
140 USD 273,531.52
140 USD 281,737.01
USD 1,150,182.06

QTY NET PRICE
125,948 USD 13,363.08
125,948 USD 13,753.52
125,948 USD 14,169.15
125,948 USD 14,597.37
USO 55,883.12
TOTAL: USO 1,218,659.98 I

AGREEMENT FOR THE PERFORMANCE OF SUBSCRIBED SERVICES

BY AND BETWEEN THE

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

EXIDBIT C

INSURANCE REQUIREMENTS

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as policy limits, which 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 General 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.

Agreement with Accela, Inc./Insurance Requirements/Exhibit C Rev. 06/22/17

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 fonn CA 00 01. Liability coverage shall apply to all nonowned 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 Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act( s ), Disability Benefits Act(s) or other employee benefits act(s).

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

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

1. 2.

3. Additional Insureds. The Commercial General Liability insurance will include the 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.

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

Cancellation.
a. Commercial General Liability policy shall contain language or be endorsed to reflect that no cancellation of the coverage provided due to non-payment of premiums shall be effective until written notice has been Agreement with Accela, Inc./Insurance Requirements/Exhibit C Rev. 06/22/17

given to City at least ten ( 10) days prior to the effective date of such cancellation
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation 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 cancellation.

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

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

1. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

2. Contractor agrees to be responsible for ensuring that no contract used by any pmiy 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 fo1ih in this Agreement.

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and 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 ce1iificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.

G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance ( or its equivalent), Agreement with Accela, Inc./Insurance Requirements/Exhibit C Rev. 06/22/17

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 eopies of portions of the actual insurance policies or renewals or replacements to the extent necessary to ensure compliance with this Exhibit C. Unless otherwise required by the tenns 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, Community Development Department, Building Division P.O. Box 100085 S2 or I Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
Telephone number:

Fax number:

Email address:

H. QUALIFYING INSURERS
951-766-2280
770-325-0409
ctsantaclara@e b ix.com
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.

S:\Attomey\INSURANCE\CITY\EXHIBIT C-02 Contract over $50,000 limited exposure.doc Agreement with Accela, Inc./Insurance Requirements/Exhibit C Rev. 06/22/17

AGREEMENT FOR THE PERFORMANCE OF SUBSCRIBED SERVICES

BY AND BETWEEN THE

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

EXHIBITD

ETHICAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO AN

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

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

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

For purposes of this Agreement, the word "Consultant" (whether a person or a legal entity) also refers to "Contractor" and means any of the following: an owner or co-owner of a sole proprietorship; a person who controls or who has the power to control a business entity; a general pa11ner of a pa11nership; a principal in a joint venture; or a primary corporate stockholder [i.e., a person who owns more than ten percent (10%) of the outstanding stock ofa corporation] and who is active in the day to day operations of that corporation. 2 For purposes of this Agreement, the words "convicted" or "conviction" mean a judgment or conviction ofa criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere within the past five (5) years.

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

Agreement with Accela, Inc./Ethical Standards for Contractors/Exhibit D Rev. 06/22/17
Page I of 2
If fraudulent, criminal or other seriously improper conduct of any officer, director, shareholder, partner, employee or other individual associated with the Contractor can be imputed to the Contractor when the conduct occuffed in connection with the individual's performance of duties for or on behalf of the Contractor, with the Contractor's knowledge, approval or acquiescence, the Contractor's acceptance of the benefits derived from the conduct shall be evidence of such knowledge, approval or acquiescence.

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

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

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

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

The Contractor shall have the oppo1iunity to present evidence, both oral and documentary, and argument.
4 Contractor becomes insolvent, transfers assets in fraud of creditors, makes an assignment for the benefit of creditors, files a petition under any section or chapter of the federal Bankruptcy Code (11 U.S.C.), as amended, or under any similar law or statute of the United States or any state thereof, is adjudged bankrupt or insolvent in proceedings under such laws, or a receiver or trustee is appointed for all or substantially all of the assets of Contractor.

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

Agreement with Accela, lnc./Ethical Standards for Contractors/Exhibit D Rev. 06/22/17

AGREEMENT FOR THE PERFORMANCE OF SUBSCRIBED SERVICES

BY AND BETWEEN THE

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

EXHIBIT E

AFFIDAVIT OF COMPLIANCE WITH ETHICAL ST AND ARDS
I hereby state that I have read and understand the language, entitled "Ethical Standards" set fo1th in Exhibit D. I have the authority to make these representations on my own behalf or on behalf of the legal entity identified herein. I have examined appropriate business records, and I have made appropriate inquiry of those individuals potentially included within the definition of "Contractor" contained in Ethical Standards at footnote 1.

Based on my review of the appropriate documents and my good-faith review of the necessary inquiry responses, I hereby state that neither the business entity nor any individual(s) belonging to said "Contractor" category [i.e., owner or co-owner of a sole proprietorship, general pa1tner, person who controls or has power to control a business entity, etc.] has been convicted of any one or more of the crimes identified in the Ethical Standards within the past five (5) years.

The above asse1tions are tiue and conect and are made under penalty of pe1jury under the laws of the State of California.

ACCELA, INC.
a California corporation
By:
ignature of Authorized Person or Repre entative
Name: Jonathon Knight
Title: Chief Customer Officer

NOTARY'S ACKNOWLEDGMENT TO BE ATTACHED
Please execute the affidavit and attach a notary public's acknowledgment of ~en-afrtie affidavit by the signatory. If the affidavit is on behalfofa corporation, partne1:s_hip, 01·utlfeilegal entity, the entity's complete legal name and the title of the person signing on behalf of the legal entity shall appear above. Written evidence of the authority of the person executing this affidavit on behalf of a corporation, partnership, joint venture, or any other legal entity, other than a sole proprfotorship, shall be attached.

Agreement with Accela, Inc./ Affidavit of Compliance/Exhibit E Rev. 06/22/17
Page I of 2
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of lP"1fnt. }
On /IV/~ 2d In Zo / ,y before me, _...,_,-_5~'/_h~(r_~_,,_....~-+--+-'"-"~-~~--~ fJ Date Here fnse Name and Title personally appeared _____ .--~)_c,_;,i~11.~/l-.~"'__,._'.) __ t<,__,._· ~n .... 1J .....··~h~±: ________________ _ Name{s) of Signer{s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within Instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capaclty(les), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Place Notary Seal and/or Stamp Above
I certify under PENAL TY OF PERJURY under the
laws of the State of California that the foregoing
paragraph ls true and correct.

WITNESS my hand and official seal.

S~n~u~--~-~-~- •- ---?-? ______ _
1 Signature of Notary Public

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: __________________________ _ Document Date: ____________________ Number of Pages: ___ _ Signer(s) Other Than Named Above: ______________________ _ Capaclty(ies) Claimed by Signer(s)
Signer's Name: Signer's Name: ___________ _
□ Corporate Officer - Title(s): ______ _ □ Corporate Officer - Title(s): ______ _ □ Partner - □ Limited □ General □ Partner - □ Limited □ General □ Individual □ Attorney in Fact □ Individual □ Attorney in Fact □ Trustee □ Guardian of Conservator □ Trustee □ Guardian of Conservator □ Other: □ Other:

Signer Is Representing: ________ _ Signer is Representing: _________ _ ©2017 National Notary Association

AGREEMENT FOR THE PERFORMANCE OF SUBSCRIBED SERVICES

BY AND BETWEEN THE

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

EXHIBITF

SPECIFICATIONS AND REQUIREMENTS
Agreement with Accela, Inc./Specifications and Requirements /Exhibit F Page 1 oflO

EXHIBIT F

SPECIFICATIONS AND REQUIREMENTS
Product Specifications
Accela's solution for the City's permitting and inspection functions will leverage Accela Civic Platform's Land Management solution along with its integral components for Citizen Access, GIS, and Mobile.

Land Management
The Civic Platform allows the City to automate and streamline your civic processes related to permitting.

Accela's Land Management makes it easy for state, county and city agencies of all sizes to coordinate activities for the consideration and approval of land use and building permits, inspections and enforcement to meet your jurisdiction codes. The solution saves time, increases productivity and connects government agencies to the businesses, professionals and citizens they serve.

Accela's Land Management:
♦ Simplifies the permit process. Manage your entire pennitting process including application check-in, plan reviews, fee calculation and collection, inspections, sign-offs, task lists, and more.

Easily manage both the proposed plan and the relationships to the project - including imposing restrictions on transactions, property or individuals until compliance measures and fees are satisfied.

Land Management ♦ Engages your citizens 24/7/365 days of the year. Accela's Citizen Access and IVR capabilities provide quick and easy access to information about permits and inspections directly from any telephone, web browser, or mobile device.
♦ Visualizes information with built-in GIS capabilities, which deliver mapping and routing functionality to the enterprise. This overlays government data onto GIS maps and allows customers to initiate and manage permit activities from a geospatial platform. ♦ Provides online access to save time for agency staff out in the field. Productivity apps, such as Analytics, Inspector, and Contractor Central, connect and equip agency field workers with the right mobile device for the job.

User Interface
Accela's web-based Civic Platform user interface shows several screens on a single page and are configured to meet the needs of individual user roles.

Agreement with Accela, lnc./Specifications and Requirements/Exhibit F Page 2 of 10 Among the most frequently used screens are those presenting alerts and notifications, upcoming and overdue tasks, perfonnance-based charting, and frequently used data queries. When used with Accela's GIS capabilities, government activity data is viewable on a map screen, confinning the solution's versatility in how data is represented.

When used with Accela's mobile capabilities, all land management activity data is available to field staff, enabling a full mobile field office solution. Inspector assignments, schedules, routes, status repo1is, and inspection results are all logically presented. Data collected in the field is recorded electronically and uploaded to the solution for immediate availability throughout the enterprise.

Further extending Land Management offerings to the public are Accela's Citizen Access, which promote true government transparency and citizen self-service by bringing government services to the public 24/7. Self-service options may include property information, online applications, fee collection and inspection scheduling. In eliminating the need for in-person and paper processing, these solution components unite governments and their constituents through accessible technology while reducing costs.

Citizen Access
Citizen participation and collaboration are now one of the most urgent needs facing our government. The ability to put processes online greatly assists this mission in two key ways - by allowing applicants to take advantage of self-service and by increasing agency staff productivity. Another obvious advantage is the solution's inherent ability to address budgetary concerns and help government do more with less.

Accela has long been cognizant of the need for transparency and accountability. Through a selfservice web po1ial and an open user interface, Citizen Access extends government services to the public 24-hours a day by providing members of the public with on line access to apply for land development applications, permits, licenses, schedule inspections, request services, and perform tasks from the convenience of their home, office or job site. This presents a useful way for public users to interact with your agency in an efficient manner.

By configuring a custom welcome page and designing page flows that are intuitive, easy-to-use, and come with agency defined context specific help agencies can better engage and connect with their public. This enables truly transparent government operations. Citizen Access suppmis IE 11 and the latest stable versions of Firefox, Safari, Chrome, and Opera browsers.

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Exhibit 1: Citizen Access Dashboard
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Searc:h for Permit.

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Exhibit 2: Advanced search in Citizen Access
Agreement with Accela, lnc./Specifications and Requirements/Exhibit F Page 4 of 10 Among the many citizen privileges available, external users can take advantage of the following capabilities:
• Apply for permits • View solution generated
ale1is and notifications
• Research parcels using Esri
GIS • View a history of all
• Submit complaints complaints/requests
• Conduct searches
• Submit requests for service
• Check status of • Pay fees
applications, permits, and • View data on maps
inspections • Search addresses/parcel
• Upload electronic plans and information
other documents or • Access government
photographs documents
• View all parcel history
Agreement with Accela, lnc./Specifications and Requirements/Exhibit F Page 5 of 10 Citizen Access is available in English (U.S. and Australian), Spanish, French, Arabic, Chinese, Po1iuguese, and Vietnamese language packs.

Additionally, we developed the solution so that all financial transactions are PCI DSS compliant. Furthennore, our
solution is Section 508c compliant, to make our
products accessible to people with disabilities
- such as blindness and low vision.

Purchase of Citizen Access includes the mobile
application, Mobile Citizen Access, which
further enhances accessibility options for
public users. Constituents now enjoy a truly
mobile access to government data, using iOS or
Android devices.

Citizen Access inherits the exact business rules
established in Land Management. System
administrators simply select which service
request activities are to be made available to
the public. Additionally, the Civic Platform
utilizes one central database-data submitted
through Citizen Access is immediately
available for processing by back office users in Land Management.

GIS
The Civic Platform includes GIS functionality out of the box to help streamline mapping processes. The technology integration offers governments a geographic view of all land-use, zoning and infrastructure information associated with parcels, permits, inspections, and service requests, and works seamlessly with Esri maps, layering the information for increased visibility. The Civic Platform map component is built using the Esri JavaScript map control and consumes GIS services published from the agency's ArcGIS Server or ArcGIS Online, as well as can consume Open Geospatial Conso1tium Web Mapping and Web Feature Service map services.

GIS also provides visualization of an agency's government data geographically by plotting locations of activities captured in the Civic Platfonn on the map. GIS provides enhanced user experience with • Optimal server response times
• Smooth panning
• Context-sensitive commands and menu items
Agreement with Accela, lnc./Specifications and Requirements/Exhibit F Page 6 of 10 • Drag and drop functionality
• Client side graphic rendering
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Exhibit 3: GIS Map Interface
Accela's GIS gives users the option to initiate and manage all land management activities from a map interface. GIS is a bi-directional interface enabling viewing, interaction, and presentation of both tabular and spatial information. It leverages an agency's GIS database and map services published by one or more ArcGIS Servers. Base maps published from one agency can be combined with map data from another agency to provide a comprehensive view of geographic information. .. ..
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Agreement with Accela, lnc./Specifications and Requirements/Exhibit F

RECORDS
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Exhibit 4: Share the Civic Platform data in Esri ArcGIS Online Optional map editing tools empower end users to draw new features using points, lines, or polygons to represent actual geographic elements or assets. Once these new features are created, they can be associated with transactions in the Civic Platform database. GIS supports efficient fieldwork through its routing features. Inspection schedules can be automatically routed or users can choose to optimize inspection schedules based on shortest distance or travel time.

Agreement with Accela, lnc./Specifications and Requirements/Exhibit F Page 8 of 10 ,
Exhibit 5: Accela GIS Heat Map
Customers may enhance user views by adding the agency's ArcGIS map layers to the map viewer. Together, these data sources, united with Accela transaction data, offer the most comprehensive visual representation of government and location data available. Users can manage, edit, and update data from the map viewer. The map viewer presents reference data and context-based action items for a selected parcel(s) (i.e., create a record, show record, create inspection, etc.).

When deployed with Mobile, routing capabilities are available whether connected or disconnected from the network. Routes and driving directions can be saved and printed as needed. Optimized routing can be done one of two ways:

1. To use an agency's street file, that agency needs ArcGIS Server Network Extension and a published routing service. The agency typically creates the network via ArcGIS Desktop and the Network Analyst extension.

2. The agency may not have a quality street file in an Esri GIS format or does not have the additional Esri software list noted above in number one.

Agreement with Accela, lnc./Specifications and Requirements/Exhibit F Page 9 of 10 The following is a list of features/functions that are available out of the box in Accela's GIS solution:
• Plotting event locations (address, parcel or asset matching) • Start new application/transaction from selected map feature • Navigation (pan, zoom in/out, zoom to scale/selected/full extent) • Select (by line, polygon, rectangle)
• Buffer selection
• Attach/associate feature to transaction record
• Add selected features to a Set in Accela
• Redlining (point, line, polygon and text box)
• Identify (click on map and see attributes offeatures) • Reverse geocoding for mobile mapping
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rAgreement with Accela, lnc./Specifications and Requirements/Exhibit F Page 1 O of 1 O

AGREEMENT FOR THE PERFORMANCE OF SUBSCRIBED SERVICES

BY AND BETWEEN THE

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

EXHIBIT G

CLOUD SERVICE PROVIDER CHECKLIST
Agreement with Accela, Inc./Cloud Service Provider Checklist /Exhibit G Page I of 35 Title:

Date:

Compliance Audit Planning CO- I co- Do you produce audit assertions Yes. Accela enforces policies and standards that comply with NIST 01 01.1 using a structured, industry accepted 800-53, Audit and Accountability (AU) security controls. format (ex. CloudAudit/A6 URI
Ontology, CloudTrust, SCAP/CYBEX,
GRC XML, ISACA's Cloud Computing
Management Audit/Assurance
Program, etc.)?
Compliance Independent Audits CO- CO- Do you allow Yes. Accela makes the following reports available to clients and 02 02.1 (describe/ exp la in/ attach/ em bed potentia clients with N DA' s on file for their review:
associated documents) tenants to • SSAE 16/SOC 2
view your SAS70 Type I1/SSAE 16 • PCI AOC
SOC2/ISAE3402/ISO27001:2005 or • NIST 800-53 Controls Status and POAM summary for any similar third party audit reports? remediation efforts that may be in progress at the time.

Compliance co- Do you conduct Yes. Pentetration tests, that include assessing the infrastructure and

02.2 (describe/ exp la in/ attach/ em bed application, are completed bi-annually. Vulenerability scans are associated documents) network completed monthly.
penetration tests of your cloud
service infrastructure regularly as
prescribed by industry best practices
and guidance?
Compliance co- Do you conduct Yes. Pentetration tests, that include assessing the infrastructure and

02.3 (describe/ exp la in/ attach/ em bed application, are completed bi-annually. Vulenerability scans are associated documents) regular completed monthly.
application penetration tests of your
cloud infrastructure as prescribed by
industry best practices and
guidance?
Compliance CO- Do you conduct Yes. External SSAE 16/SOC 2 and PCI audits are completed annualy.

02.4 ( describe/explain/ attach/ embed External NIST 800-53 audits are completed bi-annually. Accela has an associated documents) internal internal audit function that is continuously reviewing compliance with audits regularly as prescribed by specific control families.

I
industry best practices and
guidance?

Compliance CO- Do you conduct Yes. External SSAE 16/SOC 2 and PCI audits are completed annualy.

02.5 (describe/explain/attach/embed External NIST 800-53 audits are completed bi-annually. Accela has an associated documents) external internal audit function that is continuously reviewing compliance with audits regularly as prescribed by specific control families. industry best practices and
guidance?
Compliance CO- Are the results of the network No, due to the sensitive nature of this information. However, result

02.6 penetration tests available to tenants summaries and remediation plans are available for client review. at their request?
Compliance CO- Are the results of internal and

02.7 external audits available to tenants No, due to the sensitive nature of this information. However, result at their request? summaries and remediation plans are available for client review.

Compliance ] Third Party Audits CO- CO- Do you permit tenants to perform No. Due to the instability this may cause in shared tenant I 03 03.1 independent vulnerability environment, this activity is carefully planned and coordinated by I assessments? Accela.

Compliance CO- Do you have

03.2 (describe/ exp la in/ attach/ em bed Yes. Pentetration tests, that include assessing the infrastructure and associated documents) external application, are completed bi-annually. Vulenerability scans are I third-party conduct vulnerability completed monthly.
scans and periodic penetration tests
on your applications and networks?
I
Compliance Contact/ Authority CO- CO- Do you maintain liaisons and points Yes. Accela maintains contact with various parties associated with Maintenance 04 04.1 of contact with local authorities in NIST 800-53, PCI-DSS and SSAE 16 compliance regulations. accordance with contracts and
appropriate regulations?
Compliance Information System CO- CO- Do you have Yes. Tenants are logically segmented at the database attribute level.

Regulatory Mapping 05 05.1 (describe/explain/attach/embed associated documents) the ability to
logically segment or encrypt
customer data such that data may be
produced for a single tenant only,
without inadvertently accessing
a not her tenant's data?

Compliance Intellectual Property
Compliance Intellectual Property
Compliance Intellectual Property
-- - - - -- ------- Data Governance
Data Ownership/
Governance Stewardship
CO- Do you have Yes. Tenants are logically segmented at the database attribute level.

05.2 (describe/explain/attach/embed Procedures are in place for tenant data restoration. associated documents) capability to
logically segment and recover data for
specific customer in the case of a failur
or data loss?
CO- CO- Do you have Yes. Accela has several policies that address confidentiality, integrity 06 06.1 (describe/ exp la in/attach/ em bed and availability of client data. associated documents) policies and
procedures in place describing what
controls you have in place to protect
tenants intellectual property?
CO- CO- If utilization of tenants services
07 07.1 housed in the cloud is mined for Accela does not mine client data. cloud provider benefit, are the tenants IP rights preserved?
CO- CO- If utilization of tenants services
08 08.1 housed in the cloud is mined for
cloud provider benefit, do you
provide Accela does not mine client data.
(describe/exp la in/ attach/ em bed
associated documents) tenants the
ability to opt-out? ------~- ~- -- -~- ---------------------- ------ - -- -- --- -- - - - - DG- DG- Do you follow
01 01.1 (describe/explain/attach/embed
associated documents) a structured
data-labeling standard (ex. ISO
15489, Oasis XML Catalog
Specification, CSA data type
guidance)?
Yes. Accela enforces policies and standards that comply with NIST 800-53, Media Protection (MP) security controls.

Data Classification DG- DG- Do you provide No, however, platform instantiation is carefully managed and Governance 02 02.1 (describe/exp la in/attach/em bed monitored. associated documents) a capability to
identify virtual machines via policy
tags/metadata (ex. Tags can be used
to limit guest operating systems from
booti ng/i nsta ntiati ng/tra ns porting
data in the wrong country, etc.)?
Data DG- Do you provide
Governance 02.2 (describe/ exp la in/ attach/em bed
associated documents) a capability to
identify hardware via policy Yes. All hardware is tracked as part of asset management. tags/metadata/hardware tags (ex.

TXT/TPM, VN-Tag, etc.)?
Data DG- I
Do you have
Governance 02.3 (describe/exp la in/ attach/ em bed No. associated documents) a capability to
use system geographic location as an
authentication factor?
Data DG- Can you provide
Governance 02.4 (describe/ exp la in/ attach/em bed Yes. All data is housed in the continental United States in either our associated documents) the physical East or West Coast data centers. location/geography of storage of a
tenant's data upon request?
Data DG- Do you allow
Governance 02.5 (describe/ explain/ attach/ em bed No. Accela carefully selects georgraphical locations for services and associated documents) tenants to data based on numerous factors, including throughputassociated with define acceptable geographical physical distance and client load patterns. locations for data routing or resource
instantiation?
Data Handling/ Labeling/ DG- DG- Are Policies and procedures Yes. Accela enforces policies and standards that comply with NIST Governance Security Policy 03 03.1 established for labeling, handling and 800-53, Media Protection (MP) security controls. security of data and objects, which
contain data?

Data DG- Are mechanisms for label inheritance
Governance 03.2 implemented for objects that act as Applications do not use data labeling. aggregate containers for data? Although Public or private/sensitive data are implied during system implementation/configuration, it is which controlled by access rights.

At the application level, 'sensitive data' is managed by leveraging hashing & encryption algorithms.

No labeling is used at the database level.

Data Retention Policy DG- DG- Do you have Accela does not delete or archive client data. Clients have the Governance 04 04.1 (describe/explain/ attach/ em bed capability, via the user interface or a special Services request, to associated documents) technical delete and archive data. control capabilities to enforce tenant
data retention policies?
Data DG- Do you have
Governance 04.2 (describe/exp la in/ attach/ em bed Yes. Accela does not grant requests for client data from 3rd parties or associated documents) a governments unless required by written subpoena. documented procedure for
responding to requests for tenant
data from governments or third
parties?
Data Secure Disposal DG- DG- Do you support Data is deleted but no extra steps to wipe slack space are taken. That Governance 05 05.1 (describe/exp la in/ attach/ em bed data is reclaimed and used by other DB segments as part of normal associated documents) secure processing.
deletion (ex. degaussing/
cryptographic wiping) of archived
data as determined by the tenant?
Data DG- Can you provide Data is deleted but no extra steps to wipe slack space are taken. That Governance 05.2 (describe/exp la in/attach/ em bed data is reclaimed and used by other DB segments as part of normal associated documents) a published processing.
procedure for exiting the service
arrangement, including assurance to
sanitize all computing resources of
tenant data once a customer has
exited your environment or has
vacated a resource?

1 Data I Nonproduction Data DG- DG- Do you have Yes. Accela has policies in place prohibiting the exporting of Governance I
I 06 06.1 (describe/ exp la in/attach/ em bed production data to non-production environments with the exception associated documents) procedures in of using sanitized production data for testing and troubleshooting place to ensure production data shall purposes.
not be replicated or used in nonproduction environments? Data Information Leakage DG- DG- Do you have Yes.

Governance 07 07.1 (describe/ exp la in/attach/ em bed
associated documents) controls in
place to prevent data leakage or
intentional/accidental compromise
between tenants in a multi-tenant
environment?
Data DG- Do you have Yes.

Governance 07.2 (describe/exp la in/attach/ em bed
associated documents) a Data Loss
Prevention {OLP) or extrusion
prevention solution in place for all
systems which interface with your
cloud service offering?
Data Risk Assessments DG- DG- Do you provide Security & Complaince control status information is available to all Governance 08 08.1 (describe/exp la in/ attach/ em bed clients upon request. associated documents) security
control health data in order to allow
tenants to implement industry
standard Continuous Monitoring
(which allows continual tenant
validation of your physical and logical
control status?)

I
- - -- - - - - - --- --- ---- - - - - - - - -
Facility Security
Facility
Security
Facility
Security
Facility
Security
Facility
Security
Policy
User Access
Controlled Access
Points
Secure Area
Authorization
FS- FS- Can you provide
01 01.1 (describe/explain/attach/embed
FS02
FS03
FS04
FS02.1
FS03.1
associated documents) evidence that
policies and procedures have been
established for maintaining a safe
and secure working environment in
offices, rooms, facilities and secure
areas?
Pursuant to local laws, regulations,
ethics and contractual constraints are
all employment candidates,
contractors and third parties subject
to background verification?
Are physical security perimeters
(fences, walls, barriers, guards, gates,
electronic surveillance, physical
authentication mechanisms,
reception desks and security patrols)
implemented?
FS- Do you allow

04.1 (describe/explain/attach/embed
associated documents) tenants to
specify which of your geographic
locations their data is allowed to
traverse into/out of (to address legal
jurisdictional considerations based
on where data is stored vs .
accessed)?
Yes. Accela enforces policies and standards that comply with the NIST 800-53 family of controls.

Yes . Per Accela Background Check policy, background checks are conducted on all permanent employees and contractors.

Yes. All data centers and work areas have standard physical controls in place. Data centers comply with SSAE 16 compliance.

No. Accela carefully selects georgraphical locations for services and data based on numerous factors, including throughput associated with physical distance and client-load patterns.

Facility Unauthorized FS- FS- Are ingress and egress points such as Yes. Accela enforces policies and standards that comply with the NIST Security Persons Entry 05 05.1 service areas and other points where 800-53 family of controls. unauthorized personnel may enter
the premises monitored, controlled
and isolated from data storage and
process?
Facility Offsite FS- FS- Do you provide Yes. Accela enforces policies and standards that comply with NIST Security Authorization 06 06.1 (describe/ exp la in/attach/ em bed 800-53, Physical and Environmental Protection (PE) security controls. associated documents) tenants with
documentation that describes
scenarios where data may be moved
from one physical location to
another? (ex. Offsite backups,
business continuity failovers,
replication)
Facility Offsite equipment FS- FS- Do you provide Yes. Accela enforces policies and standards that comply with NIST Security 07 07.1 (describe/exp la in/attach/em bed 800-53, Media Protection (MP) security controls. associated documents) tenants with
documentation describing your
policies and procedures governing
asset management and repurposing
of equipment?
Facility Asset Management FS- FS- Do you maintain a complete Yes All critical assets are maintained in the Configuration Management Security 08 08.1 inventory of all of your critical assets, Database (CMDB) and updated throughthe use of Accela's Change which includes ownership of the Managemeent process.
asset?
Facility FS- Do you maintain a complete
Security 08.2 inventory of all of your critical Yes. Our contract management function maintains this list. supplier relationships?
Human Resources Security
Human Background HR- HR- Pursuant to local laws, regulations, Yes. Per Accela Background Check policy, background checks are Resources Screening 01 01.1 ethics and contractual constraints are conducted on all permanent employees and contractors.

Security all employment candidates,
contractors and third parties subject
to background verification? What is
checked during the background
verification?
Employment HR- HR- Do you specifically train your Yes . All Accela employees are required to participate in required, Agreements 02 02.1 employees regarding their role vs. annual Security and Complaince awareness classes.

Human the tenant's role in providing
Resources information security controls?
Security HR- Do you document employee

02.2 acknowledgment of training they Yes. This is systematically captrured in our centralized train ing system. have completed?
I
Human Employment HR- HR- Are Roles and responsibilities for Yes.

Resources Termination 03 03.1 following performing employment Security termination or change in
employment procedures assigned,
documented and communicated?
Information Security
Information Management IS- IS- Do you provide Yes. Various security and compliance artifacts, including security Security Program 01 01.1 (describe/ exp la in/ attach/ em bed control status, Plaon of Action and Milestones (POAM), and various associated documents) tenants with types of complaince reports or attestation of compliance (AOC) are documentation describing your available upon request
Information Security Management
Program (ISMP)?
Information Management IS- IS- Are policies Yes. Accela publishes and maintains and Information Technology and Security Support/ 02 02.1 (describe/explain/ attach/em bed Security Standards documentation that is distributed to all applicable Involvement associated documents) in place to team members. ensure executive and line
management take formal action to Executive management reviews and approves security and complaince support information security through roadmaps and POAMS. clear documented direction,
commitment, explicit assignment and
verification of assignment execution?
Information Policy IS- IS- Do your information security and Yes. Thety are aligned with NIST 800-53, PCI and SSAE 16 controls.

Security 03 03.1 privacy policies align with particular

industry standards (ISO-27001, ISO22307, CoBIT, etc.)? IS- Do you have

03.2 (describe/ exp la in/attach/ em bed Yes. Accela has Interconnect Agreements in place. associated documents) agreements,
which ensure your providers adhere
to your information security and
privacy policies?
IS- Can you provide

03.3 (describe/exp la in/attach/ em bed Yes. Detailed control status and POAM's are available upon request. associated documents) evidence of
due diligence mapping of your
controls, architecture and processes
to regulations and/or standards?
Information Baseline IS- IS- Do you have Yes. Baselines are documented for critical components. These Security Requirements 04 04.1 (describe/exp la in/attach/ em bed baselines are reviewed and potentially adjusted annualy. associated documents) documented
information security baselines for
every component of your
infrastructure (ex. Hypervisors,
operating systems, routers, DNS
servers, etc.)?
Information IS- Do you have Yes. Accela's internal audit function regularly audits security controls Security 04.2 (describe/exp la in/ attach/ em bed and reports results, which consequently transition into a Plan of Action associated documents) a capability to and Milestone (POAM). continuously monitor and report the
compliance of your infrastructure
against your information security
baselines?
Information IS- Do you allow No.

Security 04.3 (describe/exp la in/ attach/ em bed
associated documents) your clients
to provide their own trusted virtual
machine image to ensure
conformance to their own internal
standards?
Information Policy Reviews IS- IS- Do you notify your tenants when you No. However, Accela's security and complaince status are readiuly Security 05 05.1 make material changes to your available for client review. information security and/or privacy
policies?

Information Policy Enforcement IS- IS- Is a formal disciplinary or sanction Yes. This is specifically managed Human Resources and the resource Security 06 06.1 policy established for employees who manager. have violated security policies and
procedures?
Information IS- Are employees made aware of what Yes.

Security 06.2 action might be taken in the event of
a violation and stated as such in the
policies and procedures?
Information User Access Policy IS- IS- Do you have Yes. Accela enforces policies and standards that comply with NIST Security 07 07.1 (describe/ exp la in/ attach/ em bed 800-53, Access Control (AC) security controls. associated documents) controls in
place ensuring timely removal of
systems access, which is no longer
required for business purposes?
Information IS- Do you provide Yes. Timely deactivation of accounts is governed by policy.

Security 07.2 (describe/ exp la in/ attach/ em bed
associated documents) metrics that
track the speed with which you are
able to remove systems access which
is no longer required for business
I
purposes?

Information User Access IS- IS- Do you document how you grant and Internal access requests from Accela team members is reviewed Security Restriction/ 08 08.1 approve access to tenant data? through the use of the change management process and explicit Authorization approval is required by the Change Management Review Board (CMRB). All change management activity is recorded using an enterprise change management tool.

Information IS- Do you have Yes. Accela adhered to a data classification methodology.

Security 08.2 (describe/exp la in/attach/ em bed
associated documents) a method of
aligning provider and tenant data
classification methodologies for
access control purposes?
Information User Access IS- IS- Is timely de-provisioning, revocation Yes. Timely deactivation of accounts is governed by policy.

Security Revocation 09 09.1 or modification of user access to the organizations systems, information
assets and data implemented upon
any change in status of employees,
contractors, customers, business
partners or third parties?
Information IS- Is any change in status intended to Yes. Status changes requiring access review include termination, role Security 09.2 include termination of employment, change or department transfer. contract or agreement, change of
employment or transfer within the
organization?
Information User Access Reviews IS- IS- Do you require at least annual Yes. Accela adhered to bi-annual and annual policy, procedure and Security 10 10.1 certification of entitlements for all standards review, which includes entitlements. system users and administrators

I (exclusive of users maintained by
your tenants)?
Yes. The incident and change management processes are used.

Information IS- If users are found to have
Security 10.2 inappropriate entitlements, are all
remediation and certification actions
recorded? Yes.

Information IS- Will you share user entitlement
Security 10.3 remediation and certification reports
with your tenants, if inappropriate
access may have been allowed to
tenant data?
Information Training/ IS- IS- Do you provide Yes. All Accela employees are required to participate in required, Security Awareness 11 11.1 (describe/explain/attach/ em bed annual Security and Complaince awareness classes. associated documents) or make
available a formal security awareness
training program for cloud-related
access and data management issues
(i.e., multi-tenancy, nationality, cloud
delivery model segregation of duties
implications, and conflicts of interest)
for all persons with access to tenant
data?
Information IS- Are administrators and data stewards
Security 11.2 properly educated on their legal
responsibilities with regard to
security and data integrity?
Information Industry Knowledge IS- IS- Do you participate in industry groups Yes. Some of the groups Accela is associated with are ISACA, (ISC)2, Security / Benchmarking 12 12.1 and professional associations related NIST, US-Cert. to information security?
IS- Do you benchmark your security Yes. NIST 800-53 and PCI are reviewed on a continuous basis by our

12.2 controls against industry standards? internal audit team for compliance. External audits are conducted annualy.

Information Roles/ IS- IS- Do you provide Yes.

Security Responsibilities 13 13.1 (describe/explain/attach/ em bed associated documents) tenants with
a role definition document clarifying
your administrative responsibilities
vs. those of the tenant?

Information Management IS- IS- Are Managers responsible for Yes. Security policies and procedures are reviewed annually with Security Oversight 14 14.1 maintaining awareness of and managers. Managers are expected to deessiminate relevant complying with security policies, information to staff. procedures and standards that are
relevant to their area of
responsibility?
Information Segregation of IS- IS- Do you provide Yes. Information is available upon request.

Security Duties 15 15.1 (describe/explain/attach/embed
associated documents) tenants with
documentation on how you maintain
segregation of duties within your
cloud service offering?
Information User Responsibility IS- IS- How are users made aware oftheir Security 16 16.1 responsibilities for maintaining Accela uses the Security and Compliance awareness program to awareness and compliance with achieve this goal. Additionally, meetings are help on as needed nasis published security policies, to review policies with stakeholders, especially if material changes procedures, standards and applicable have been made to these documents. regulatory requirements?
Information IS- How are users made aware of their Accela uses the Security and Compliance awareness program to Security 16.2 responsibilities for maintaining a safe achieve this goal. and secure working environment?
Information IS- How are users made aware of their
Security 16.3 responsibilities for leaving Accela communicates these requirements through the on-boarding unattended equipment in a secure process and is governed by security policies. manner?
Information Workspace IS- IS- Do your data management policies Although this is not explicitly addressed within our policies, however, Security 17 17.1 and procedures address tenant and Accela is committed to remediating any SLA/service conflicts with our service level conflicts of interests? clients. To date, this has not been an area of contention or conflict Information IS- Do your data management policies with our clients.

Security 17.2 and procedures include a tamper
audit or software integrity function Yes. Data integrity algorithms are enforce. Log activity is also for unauthorized access to tenant monitored on a periodic basis. data?
Information IS- Does the virtual machine
Security 17.3 management infrastructure include a Yes. Baselines are defined and used to detect changes to the tamper audit or software integrity build/configuration of the VM's function to detect changes to the

1 build/configuration of the virtual ! I
! machine?
Information Encryption IS- IS- Do you have i Encryption keys are not unique per tenant.

Security 18 18.1 (describe/explain/attach/embed
associated documents) a capability to
allow creation of unique encryption
keys per tenant?
Information IS- Do you support No. This is not practical in a multi-tenant environment with shared Security 18.2 (describe/ explain/attach/ em bed data stores. associated documents) tenant
generated encryption keys or permit
tenants to encrypt data to an identity
without access to a public key
certificate. (E.g. Identity based
encryption)?
Information Encryption Key IS- IS- Do you encrypt tenant data at rest Yes. Data at rest and in transit are encypted.

Security i Management 19 19.1 (on disk/storage) within your I environment? I
Information IS- Do you leverage encryption to Yes.

Security 19.2 protect data and virtual machine
images during transport across and
between networks and hypervisor
instances?
Information IS- Do you have Yes.

Security 19.3 (describe/explain/ attach/ em bed
associated documents) a capability to
manage encryption keys on behalf of
tenants?
Information IS- Do you maintain key management Yes. This is integrated into Accela Information Technology and Security 19.4 procedures? Security Standards.

Information Vulnerability/ Patch IS- IS- Do you conduct Yes. This is conducted on a monthly basis.

Security Management 20 21.1 (describe/explain/attach/embed associated documents) network-layer
vulnerability scans regularly as
prescribed by industry best
practices?
Information IS- Do you conduct i Yes. This is conducted on an annual basis or as deemed necessary due Security 20.2 (describe/explain/attach/embed to signifincat changes. , associated documents) applicationI layer vulnerability scans regularly as l

I prescribed by industry best
practices?
Information IS- Do you conduct
Security 20.3 (describe/explain/attach/embed Yes. This is conducted on a monthly basis. associated documents) local
operating system-layer vulnerability
scans regularly as prescribed by
industry best practices?
High-level summary of findings, along with general remediation plans Information IS- Will you make the results of Security 20.4 vulnerability scans available to may be made available to tenants upon request. Detailed vulnerability tenants at their request? scan and penetration test results are general not available due to the Information IS- Do you have sensitive nature ofthis information.

Security 20.5 (describe/explain/attach/embed
associated documents) a capability to Yes. This is systematically perfomed on a regular basis. rapidly patch vulnerabilities across all
of your computing devices,
applications, and systems? Yes. Information IS- Will you provide your risk-based Security 20.6 systems patching timeframes to your
tenants upon request?
Information Antivirus / Malicious IS- IS- Do you have Yes. These programs are updated on a regular basis.

Security Software 21 21.1 (describe/explain/attach/embed associated documents) anti-malware
programs installed on all systems
that support your cloud service
offerings?
Information IS- Do you ensure that security threat Accela has IDS capabilities deployed in a limited fashion. Accela's IDS Security 21.2 detection systems that use capabilities is currently under review. The goal is to define an signatures, lists, or behavioral enterprise strategy across all data centers., m. patterns are updated across all
infrastructure components within
industry accepted timeframes?
Information Incident IS- IS- Do you have Yes. Accela enforces policies and standards that comply with NIST Security Management 22 22.1 (describe/explain/attach/ em bed 800-53, Incident Response (IR) security controls. associated documents) a
documented security incident
response plan?

Information I IS- Do you integrate customized tenant Accela is committed to continuous improvement of the IR processes Security I 22.2 requirements into your security and welcomes client feedback that may be incorporated as enterprise I incident response plans? standards.
1 Information IS- Do you publish a roles and
Security 22.3 responsibilities document specifying Tennant responsibilities are not included yet. This will be considered what you vs. your tenants are in the roles and responsibilities section of a futire version ofthe IR responsible for during security policy.
incidents?
Information Incident Reporting IS- IS- Does your security information and Yes. Bl tools are used against the merged results to conduct analysis Security 23 23.1 event management (SIEM) system and generate trending data. merge data sources (app logs,
firewall logs, IDS logs, physical access
logs, etc.) for granular analysis and
alerting?
Information IS- Does your logging and monitoring Yes.

Security 23.2 framework allow isolation of an
incident to specific tenants?
Information Incident Response IS- IS- Does your incident response plan Yes. Accela enforces policies and standards that comply with NIST Security Legal Preparation 24 24.1 comply with industry standards for 800-53, Incident Response (IR) security controls. legally admissible chain-of-custody
management processes & controls?
Information IS- Does your incident response Yes.

Security 24.2 capability include the use of legally
admissible forensic data collection
and analysis techniques?
Information IS- Are you capable of supporting Yes. Point in time archives may be completed for this purpose.

Security 24.3 litigation holds (freeze of data from a
specific point in time) for a specific
tenant without freezing other tenant
data?
Information IS- Do you enforce and attest to tenant Yes. Tenant data separation is accomplished through the use of logical Security 24.4 data separation when producing data controls. in response to legal subpoenas?
Information Incident Response IS- IS- Do you monitor and quantify the Yes. The IR ifecycle includes, identification, validation, inpact anaylsis Security Metrics 25 25.1 types, volumes, and impacts on all and after-incident debriefs. information security°incidents?
Information IS- Will you share statistical information Yes.

Security 25.2 security incident data with your
tenants upon request?

Information Acceptable Use IS- IS- Do you provide Yes. Accela discloses how it uses tenant data. Tennat data is not sold Security 26 26.1 (describe/explain/attach/ em bed or shared with external entities unles required by law. associated documents)
documentation regarding how you
may utilize or access tenant data
and/or metadata?
Information IS- Do you collect or create metadata Yes. This is mainly done to help with product and feature road maps.

Security 26.2 about tenant data usage through the
use of inspection technologies
(search engines, etc.)?
Information IS- Do you allow No, since this is performed strictly for Accela-internal use and to help Security 26.3 (describe/ exp la in/ attach/ em bed improve the product. associated documents) tenants to
opt-out of having their
data/metadata accessed via
inspection technologies?
Information Asset Returns IS- IS- Are systems in place to monitor for Yes.

Security 27 27.1 privacy breaches and notify tenants
expeditiously if a privacy event may
have affected their data?
Information IS- Is your Privacy Policy aligned with Yes. Nist 800-53 security and privacy controls.

Security 27.2 industry standards? What standards
are they aligned to?
Information e-commerce IS- IS- Do you provide Yes.

Security Transactions 28 28.1 (describe/explain/ attach/ em bed associated documents) open
encryption methodologies (3.4ES,
AES, etc.) to tenants in order for
them to protect their data if it is
required to traverse public
networks? (ex. the Internet)

Information IS- Do you utilize open encryption Yes.

Security 28.2 methodologies any time your
infrastructure components need to
communicate to each other over
public networks {ex. Internet-based
replication of data from one
environment to another)?
Information Audit Tools Access IS- IS- Do you restrict, log, and monitor Yes. Only select roles are granted access to these coponents.

Security 29 29.1 access to your information security
management systems? (Ex.

Hypervisors, firewalls, vulnerability
scanners, network sniffers, APls, etc.)
Information Diagnostic/ IS- IS- Do you utilize dedicated secure Yes.

Security Configuration Ports 30 30.1 networks to provide management Access access to your cloud service
infrastructure?
Information Network/ IS- IS- Do you collect capacity and Yes.

Security Infrastructure 31 31.1 utilization data for all relevant ' Services components of your cloud service I
i offering?
Information IS- Do you provide Capacity planning and utilization reports are internally monitored to Security 31.2 {describe/explain/attach/embed provide clients with adequate support and resources. This information associated documents) tenants with may be made available upon request. capacity planning and utilization
reports?

Information Portable/ Mobile IS- IS- Are policies Yes. Accela enforces policies and standards that comply with NIST Security Devices 32 32.1 (describe/explain/attach/embed 800-53, Media Protection (MP} security controls. associated documents) and
procedures established and
measures implemented to strictly
limit access to sensitive data from
portable and mobile devices, such as
laptops, cell phones, and personal
digital assistants (PDAs), which are
generally higher-risk than nonportable devices (e.g., desktop computers at the provider
organization's facilities)?
Information Source Code Access IS- IS- Are controls in place to prevent Yes. Access control is role based and carefully monitored. Access Security Restriction 33 33.1 unauthorized access to your rights are audited on a periodic basis. application, program or object source
code, and assure it is restricted to
authorized personnel only?
Information IS- Are controls in place to prevent Yes. Access control is role based and carefully monitored. Access Security 33.2 unauthorized access to tenant rights are audited on a periodic basis. application, program or object source
code, and assure it is restricted to
authorized personnel only?
Information Utility Programs IS- IS- Are utilities that can significantly Yes. Access control is role based and carefully monitored. Access Security Access 34 34.1 manage virtualized partitions (ex. rights are audited on a periodic basis. shutdown, clone, etc.) appropriately
restricted and monitored?
Information IS- Do you have The virtual infrastructure is not a component of the presentation layer.

Security 34.2 (describe/explain/attach/embed ESXi firewalls are in place with limited open ports. ESXi 6 hardening associated documents) a capability to methods are generally used which serve as prenetative measures detect attacks which target the against threats such as "blue pill". virtual infrastructure directly (ex.
shimming, Blue Pill, Hyper jumping,
etc.)?

Information
Secu rity
Legal
Legal
Legal
Legal
Legal
Nondisclosure
Agreements
Third Party
Agreements
I Operations Management
Operations Policy
Management
LG01
LG02
IS- Are attacks that target the virtual

34.3 infrastructure prevented with
technical controls?
LG- Are requirements for non-disclosure

01.1 or confident iality agreements
reflecting the organization's needs for
the prot ection of data and operational
details identified, documented and
reviewed at planned intervals?
LG- Do you select and monitor outsourced

02.1 providers to verify that they comply
with laws in the country where the
data is processed and stored and
transmitted?
LG- Do you select and monitor outsourced

02.2 providers in compliance with laws in
the country where the data
originates?
LG- Does legal counsel review all third

02.3 party agreements?
OP- OP- Are policies
01 01.1 (describe/explain/attach/embed
associated documents) and
procedures established and made
available for all personnel to
adequately support services
operations roles?
Yes.

Yes, these items are documented and reviewed on planned intervals.

Legal places requirements in contracts that are passed through for these types of data issues, and our provides comply.

Yes, we address for Canada and the United States. The Mideast and SOPAC are managed separately.

Yes, legal reviews.

Yes. Polcies and standards are periodically reviewed with personnel and are also made available post-review.

Operations Documentation OP- OP- Are Information system Yes. System documentation is periodically reviewed with personnel Management 02 02.1 documentation (e.g., administrator and are also made available post-review. Secuirty baselines have been and user guides, architecture established and incorporated into Information Technology and diagrams, etc.) made available to Security standards.
authorized personnel to ensure
configuring, installing, and operating
the information system is completed
and performed correctly?
Operations Capacity/ Resource OP- OP- Do you provide No.

Management Planning 03 03.1 (describe/explain/ attach/ em bed associated documents)
documentation regarding what levels
of system (network, storage,
memory, 1/0, etc.) oversubscription
you maintain and under what
cir cu msta nces/scena rios?
Operations OP- Do you restrict use of the memory Yes, however, these limits are usually not reached.

Management 03.2 oversubscription capabilities present
in the hypervisor?
Operations Equipment OP- OP- If using virtual infrastructure, does Yes.

Management Maintenance 04 04.1 your cloud solution include hardware independent restore and recovery
capabilities?
Operations OP- If using virtual infrastructure, Do you Tenant data may be restored to particular point in time.

Management 04.2 provide
(describe/explain/attach/ em bed
associated documents) tenants with
a capability to restore a Virtual
Machine to a previous state in time?
Operations OP- If using virtual infrastructure, Do you No. This is shared environment with multiple tenants.

Management 04.3 allow
(describe/exp la in/ attach/ em bed
associated documents) virtual

i
Operations
Management
Operations
Management
Risk Management
Risk Program
Management
Risk
Management
Risk Assessments
Management
Risk
Management
RI01
RI02
OP04.4
machine images to be downloaded
and ported to a new cloud provider?
If using virtual infrastructure, are
machine images made available to
the customer in a way that would
allow the customer to replicate those
images in their own off-site storage
location?
OP- Does your cloud solution include

04.5 software/ provider independent
restore and recovery capabilities?
RI- Is your organization insured by a 3rd

01.1 party for losses?
RI- Do your organization's service level

01.2 agreements provide tenant
remuneration for losses they may
incur due to outages or losses
experienced within your
infrastructure?
RI- Are formal risk assessments aligned

02.1 with the enterprise-wide framework
and performed at least annually, or
at planned intervals, determining the
likelihood and impact of all identified
risks, using qualitative and
quantitative methods?
RI- Is the likelihood and impact

02.2 associated with inherent and residual
risk determined independently,
considering all risk categories (e.g.,
audit results, threat and vulnerability
analysis, and regulatory compliance)?
No.

Yes.

We do provide downtime credits for unplanned unavailability for Subscription/Hosting per those standard agreements.

Yes. Risk assesmenst are conducted in tandem with internal, external audits.

Yes, but not using formal methods.

Risk Mitigation/ RI- RI- Are risks mitigated to acceptable Yes. In areas where company-wide criteria is not pre-defined, Management Acceptance 03 03.1 levels based on company-established management reviews risks on an as-needed basis. criteria in accordance with
reasonable resolution time frames?
RI- RI- Is remediation conducted at Yes. In areas where company-wide criteria is not pre-defined, 03 03.2 acceptable levels based on company- management reviews remediation plans and residual risk on an asestablished criteria in accordance needed basis. with reasonable time frames?
Risk Business/ Policy RI- RI- Do risk assessment results include Risk assessments are evaluation and consequently, a remediation plan : Management Change Impacts 04 04.1 updates to security policies, is developed and managed to completion. Annual reviews are procedures, standards and controls conducted to maintain relevance with policies and standards. to ensure they remain relevant and
effective?
I
Risk Third Party Access RI- RI- Do you provide Yes this is included in Accela's Business Continuity Plan {BCP). I Management 05 05.1 {describe/exp la in/ attach/ em bed
associated documents) multi-failure
disaster recovery capability?
RI- Do you monitor service continuity Accela works closely with service providers during and post incident

05.2 with upstream providers in the event activity.
of provider failure?
RI- Do you have

05.3 (describe/explain/ attach/ em bed Yes for infrastructure, critical components and services. associated documents) more than
one provider for each service you
depend on?
RI- Do you provide

05.4 (describe/explain/attach/embed Yes, upon request.
associated documents) access to
operational redundancy and
continuity summaries that include
the services on which you depend?
RI- Do you provide

05.5 {describe/ explain/ attach/em bed No, however, the client may be a key stakeholder to validate a associated documents) the tenant declaration of a disaster depending the extent, location and impact of the ability to declare a disaster? such an event.

RI- Do you provide

05.6 (describe/explain/attach/embed
associated documents) a tenant
triggered failover option?
RI- Do you share your business

05.7 continuity and redundancy plans
with your tenants?
No. Failover options are managed by Accela personnel.

Yes upon request.
-- ~ - ~ --~- - --- - ------ -~~-~----- - ------ - -- - -- Release Management
Release New Development/ RM- RM- Are policies Yes. Accela enforces policies and standards that comply with NIST Management Acquisition 01 01.1 (describe/explain/attach/embed 800-53, Service Acquisition (SA) security controls.

Release Production Changes
Management
Release Quality Testing
Management
Release Outsourced
Management Development
RM- RM02 02.1
RM- RM03 03.1
associated documents) and
procedures established for
management authorization for
development or acquisition of new
applications, systems, databases,
infrastructure, services, operations,
and facilities?
Do you provide Yes, upon request
(describe/exp la in/ attach/ em bed
associated documents) tenants with
documentation which describes your
production change management
procedures and their
roles/rights/responsibilities within it?
Do you provide Yes, upon request.
(describe/explain/attach/embed
associated documents) your tenants
with documentation which describes
your quality assurance process?
RM- RM- Do you have Yes. They are available for review upon request. 04 04.1 (describe/explain/attach/embed
associated documents) controls in
place to ensure that standards of

quality are being met for all software
development?
Release RM- Do you have Yes. Detailed code walk-throughs are part of our security review Management 04.2 ( describe/explain/attach/ em bed process. associated documents) controls in
place to detect source code security
defects for any outsourced software
development activities?
Release Unauthorized RM- RM- Do you have Yes. This is governed by policy. Additionally, periodic review of Management Software 05 05.1 (describe/ explain/ attach/ em bed software and system configurations (bi-annual and annual, depending Installations associated documents) controls in on the subject area). place to restrict and monitor the
installation of unauthorized software
onto your systems?
Resiliency
- - - --
Resiliency Management RS- RS- Are Policy, process and procedures Yes. Accela has Business Continuity Process (BCP) and Disaster Program 01 01.1 defining business continuity and Recovery (DR) plans enforce. disaster recovery in place to
minimize the impact of a realized risk
event and properly communicated to
tenants?
Resiliency Impact Analysis RS- RS- Do you provide Yes. This is available upon request. 02 02.1 (describe/explain/attach/embed
associated documents) tenants with
ongoing visibility and reporting into
your operational Service Level
Agreement (SLA) performance?
Resiliency RS- Do you make standards-based This capability is currently under development.

02.2 information security metrics (CSA,
CAMM, etc.) available to your
tenants?

Resiliency RS- Do you provide Yes. This is available upon request.

02.3 {describe/ explain/attach/ em bed
associated documents) customers
with ongoing visibility and reporting
into your SLA performance?
Resiliency Business Continuity RS- RS- Do you provide Yes. Accela has established a DR plan that includes a geographically, Planning 03 03.1 {describe/explain/attach/embed separate DR data center. associated documents) tenants with
geographically resilient hosting
options?
Resiliency RS- Do you provide Accela manages all infrastructure failover capabilities, including ones

03.2 i {describe/explain/attach/embed associated with services provided by other providers. associated documents) tenants with
infrastructure service failover
I capability to other providers? I l
Resiliency Business Continuity RS- RS- Are business continuity plans subject Yes. Accela tests a variety of plans on an annual basis, incuding Testing 04 04.1 to test at planned intervals or upon Incident Response and related plans such as BCP and DR. significant organizational or
environmental changes to ensure
continuing effectiveness?
Resiliency Environmental Risks RS- RS- Is physical protection against damage Yes. This is incorporated in Accela's Business Continuity Plan (BCP). 05 05.1 from natural causes and disasters as
well as deliberate attacks
anticipated, designed and
countermeasures applied?
Resiliency Equipment Location RS- RS- Are any of your datacenters located No. Accela has taken great care in selecting production and disaster 06 06.1 in places which have a high recovery data centers. probability/occurrence of highimpact environmental risks (floods, i i
tornadoes, earthquakes, hurricanes, I
i etc.)? I

Resiliency Equipment Power RS- RS- Are Security mechanisms and Yes . Comprehensive power redundancy is in place.

Failures 07 07.1 redundancies implemented to
protect equipment from utility
service outages (e.g., power failures,
network disruptions, etc.)?
Resiliency Power/ RS- RS- Do you provide Not usually, however, this is an area that may be revisited especially I Telecommunications 08 08.1 (describe/explain/attach/embed the context of a related incident. All network traffic is constrained to associated documents) tenants with continental United States. documentation showing the
transport route of their data
between your systems?
Resiliency RS- Can Tenants define how their data is No. All network traffic is constrained to continental United States.

08.2 transported and through which legal
jurisdiction? - -
Security Architecture
Security Customer Access SA- SA- Are all identified security, contractual Yes.

Architecture Requirements 01 01.1 and regulatory requirements for customer access contractually
addressed and remediated prior to
granting customers access to data,
assets and information systems?
Security User ID Credentials SA- SA- Do you support Not at the moment, however, this is actively being pursued and it is on Architecture 02 02.1 (describe/exp la in/ attach/em bed the product roadmap. associated documents) use of, or
integration with, existing customerbased Single Sign On (SSO) solutions to your service?
Security SA- Do you use open standards to Yes .

Architecture 02.2 delegate authentication capabilities
to your tenants?
Security SA- Do you support Not at the moment, however, this is actively being pursued and it is on Architecture 02.3 (describe/ exp la in/attach/ em bed the product roadmap. associated documents) identity
federation standards (SAML, SPML,
WS-Federation, etc.) as a means of
authenticating/authorizing users?
Security SA- Do you have Accela uses Active Directory (AD).

Architecture 02.4 (describe/exp la in/attach/em bed
associated documents) a Policy
Enforcement Point capability (ex.

XACML} to enforce regional legal and Although role-based identity management is in place, it is not done policy constraints on user access? systematically, yet.

I Not at the moment, however, this is actively being pursued and it is on the product roadmap.

Security SA- Do you have
Architecture 02.5 (describe/explain/attach/embed Agency administrators can restrict users in the system to groups which associated documents} an identity have different levels of functionality and access. management system in place which
enables both role-based and contextbased entitlement to data (enables ' classification of data for a tenant)?
Security SA- Do you provide
Architecture 02.6 ( describe/explain/ attach/ em bed Not in the hosted environment. associated documents) tenants with
strong (multifactor) authentication
options (digital certs, tokens,
i biometric, etc.) for user access?
! Security SA- Do you allow We don't have any in the hosted environment using this. SSO adapters Architecture 02.7 (describe/explain/ attach/ em bed in an on-premise setting may provide that depending on the use case. associated documents) tenants to
use third party identity assurance
services?
Security Data Security/ SA- SA- Is your Data Security Architecture We are working towards a FISMA (NIST 800-53) com pliancy audit date Architecture Integrity 03 03.1 designed using an industry standard? 10/16. (ex. CDSA, MULITSAFE, CSA Trusted
Cloud Architectural Standard,
FedRAMP CAESARS)

Security Application Security SA- SA- Do you utilize industry standards We are working towards a FISMA (NIST800-53) com pliancy audit date Architecture 04 04.1 (Build Security in Maturity Model 10/16. [BSIMM] Benchmarks, Open Group
ACS Trusted Technology Provider
Framework, NIST, etc.) to build-in
security for your Systems/Software
Development Lifecycle (SDLC)?
Security SA- Do you utilize an automated source- HP Weblnspect is used during the development process to detect Architecture 04.2 code analysis tool to detect code issues. security defects prior to production?
Security SA- Do you verify that all of your
Architecture 04.3 software suppliers adhere to industry standards for Systems/Software I
Development Lifecycle (SDLC)
security?
Security Data Integrity SA- SA- Are data input and output integrity There is basic data input validation. Additionally, administrators can Architecture 05 05.1 routines {i.e., reconciliation and edit create custom expressions for other types of extended validaation. checks) implemented for application
interfaces and databases to prevent
manual or systematic processing
errors or corruption of data?
Security Production/ SA- SA- For your Saas or PaaS offering, Do Yes, each tenant gets two other environments {support, test) along Architecture Non production 06 06.1 you provide with production.

Environments (describe/explain/attach/embed
associated documents) tenants with
separate environments for
production and test processes?
Security SA- For your laaS offering, Do you Yes, our Customer Support and Services teams can help with these.

Architecture 06.2 provide
(describe/explain/attach/embed
associated documents) tenants with
guidance on how to create suitable
production and test environments?

Security Remote User SA- SA- Is multi-factor authentication Yes Architecture M ultifactor 07 07.1 required for all remote user access? Authentication
Security Network Security SA- SA- For your laaS offering, Do you We can provide information on network communication for all Architecture 08 08.1 provide endpoints such that the architecture can be built. {describe/explain/attach/embed
associated documents) customers
with guidance on how to create a
layered security architecture
I equivalence using your virtualized
solution?
Security Segmentation SA- SA- Are system and network Yes Architecture 09 09.1 ' environments logically separated to ensure Business and customer
security requirements?
Security SA- Are system and network Yes
, Architecture 09.2 environments logically separated to I ensure compliance with legislative, ' i regulatory, and contractual requirements?
Security SA- Are system and network
Architecture 09.3 environments logically separated to Yes, production and non-production environments use their own 1 ensure separation of production and independent resources.

I non-production environments?

Security SA- Are system and network
Architecture 09.4 environments logically separated to Yes ensure protection and isolation of
sensitive data?
Security Wireless Security SA- SA- Are policies Yes
Architecture 10 10.1 (describe/ exp la in/attach/ em bed associated documents), procedures
established, and mechanisms
implemented to protect network
environment perimeter and
configured to restrict unauthorized
traffic?
Security SA- Are policies Yes
Architecture 10.2 (describe/exp la in/attach/ em bed
associated documents) and
procedures established and
mechanisms implemented to ensure
proper security settings enabled with
strong encryption for authentication
and transmission, replacing vendor
default settings? (e.g., encryption
keys, passwords, SNMP community
strings, etc.)
Security SA- Are policies Yes
Architecture 10.3 (describe/ exp la in/attach/ em bed
associated documents) and
procedures established and
mechanisms implemented to protect
network environments and detect
the presence of unauthorized (rogue)

network devices for a timely
disconnect from the network?
!
Security Shared Networks SA- SA- Is access to systems with shared Yes Architecture 11 11.1 network infrastructure restricted to authorized personnel in accordance
with security policies, procedures
and standards? Networks shared
i with external entities shall have a
documented plan detailing the
compensating controls used to
separate network traffic between i
organizations. Provide information
about your plan.

Security Clock SA- SA- Do you utilize a synchronized time- Yes Architecture Synchronization 12 12.1 service protocol (ex. NTP) to ensure all systems have a common time
reference?
Security Equipment SA- SA- Is automated equipment No, equipment is not identified in an automated fashion.

Architecture Identification 13 13.1 identification used as a method of connection authentication to validate
i connection authentication integrity
based on known equipment
location?
Security Audit Logging/ SA- SA- Are file integrity (host) and network Yes Architecture Intrusion Detection 14 14.1 intrusion detection (IDS) tools implemented to help facilitate timely
detection, investigation by root
cause analysis and response to
incidents?
Security I ! SA- ls Physical and logical user access to 1 Yes Architecture 14.2 audit logs restricted to authorized
personnel?
Security SA- Can you provide Yes, our System Security Plan, which is used within our NIST 800-53 Architecture 14.3 (describe/explain/attach/embed controls for FISMA, is evidenice of our due dillegence in regards to associated documents) evidence that security controls.
due diligence mapping of regulations
and standards to your

controls/architecture/processes has
been done?
Security Mobile Code SA- SA- Is mobile code authorized before its Architecture 15 15.1 installation and use? Is the code Yes configuration checked to ensure that
! I the authorized mobile code operates I
according to a clearly defined
security policy?
Security SA- Is all unauthorized mobile code Yes
Architecture 15.2 prevented from executing?

AGREEMENT FOR THE PERFORMANCE OF SUBSCRIBED SERVICES

BY AND BETWEEN THE

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

EXHIBITH

ACCELA SUBSCRIPTION TERMS AND CONDITIONS
Version 52615a
Agreement with Accela, Inc./Subscription Terms and Conditions/Exhibit H Page I of8

1. As used herein, "Accela" refers to Accela, Inc. and "Customer" refers to the subscribing customer designated on the attached Order. Accela and Customer are collectively designated as the "Parties".

2. These Subscription Terms and Conditions ("Terms") are effective upon execution of the Order by Customer and are for the exclusive benefit of the Pa11ies. Nothing herein will be construed to create any benefits, rights, or responsibilities in any other parties.

3. Customer's subscription term commences on the date set fo11h in the body of the Agreement.

4. Subscription terms are twelve (12) calendar months in duration. At the end of Customer's subscription term or, if a multi-tenn subscription is indicated on the Order, the last of Customer's subscription terms, Customer's may renew subscription as set forth in the Agreement. The per-unit pricing during said additional term will be the same as the prior term's annual fees unless Accela notifies Customer otherwise not less than sixty (60) calendar days prior to the end of said prior te1m and Customer agrees to the change in pricing in writing. Any price increase will be effective at the start of the renewal term, subject to Customer's budget appropriations and approvals. No such price increase will exceed three percent (3%) of the prior term's annual pricing.

5. In exchange for its use of the Subscribed Services, Customer will pay to Accela the amounts indicated in the Order. Said amounts are based on services purchased and not actual usage; payment obligations are non-cancelable and fees paid are non-refundable, except as otherwise specifically-provided herein. Unless otherwise stated, such fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction ("Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Accela has the legal obligation to pay or collect Taxes for which Customer is responsible, the appropriate amount will be invoiced to and paid by Customer, unless Accela is provided with a valid tax exemption certificate authorized by the appropriate taxing authority.

Accela is solely responsible for taxes assessable against it based on its income, property, employees, and as set fmih in Section 8 of this Agreement.

6. The Subscribed Services are protected under the laws of the United States and the individual states and by international treaty provisions. Accela retains full ownership in the Subscribed Services and grants to Customer a limited, nonexclusive, nontransferable right to use the Subscribed Services, subject to the following terms and conditions: a) The Subscribed Services are provided for use only by Customer employees and to the extent of their duties for Customer, Customer's agents, contractors and officials; b) Customer may not make any form of derivative work from the Subscribed Services, although Customer is permitted to develop additional or alternative functionality for the Software using tools and/or techniques provided to Customer by Accela; c) Customer may not obscure, alter, or remove any confidentiality or proprietary rights notices; d) Customer may use the Subscribed Services only to process transactions relating to properties within both its own geographical and political boundaries and may not sell, rent, assign, lend, or Agreement with Accela, Inc./Subscription Terms and Conditions/Exhibit H Page 2 of8 share any of its rights hereunder; e) Customer is responsible for all activities conducted using its user credentials and for its users' compliance with the provisions of these Terms; and f) All rights not expressly granted to Customer are retained by Accela. Accela will make the Subscribed Services available to Customer pursuant to these Terms during a subscription term. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Accela regarding future functionality or features.

7. Accela waITants that it has full power and authority to agree to these Terms and that, as of the effective date hereof, the Subscribed Services do not infringe on any existing intellectual property rights of any third party. If a third party claims that the Subscribed Services do infringe, Accela may, at its sole option, secure for Customer the right to continue using the Subscribed Services or modify the Subscribed Services so that these do not infringe. Accela will have the sole right to conduct the defense and will defend any legal action and conduct all negotiations for its settlement or compromise.

8. WARRANTIES AND DISCLAIMERS

8.1 Specifications. Accela shall be responsible for the acquisition and operation of all network support related to the services being provided. The technical and professional activities required for establishing, managing and maintaining the environments are the responsibilities of Accela. The system shall be available 24/7/365 (with agreed-upon maintenance downtime) and provide service to customer as defined in the SLC set fo1ih in section 8.2 of this Exhibit. Subject to the limitations set fo1ih below, Accela warrants that the Service will operate in all material respects in accordance with the Specifications.

As Customer's sole and exclusive remedy and Accela's entire liability for any breach of the foregoing warranty, Accela will use commercially reasonable efforts to modify the Service so that it conforms to foregoing waITanty.

8.2 Service Level Commitment. During the Subscription Period, Accela further warrants that the Service will meet the performance level specified in the Service Level Commitment, as made available by Accela in the Attachment A to Exhibit I. The Service Level Commitment sets forth Customer's sole and exclusive remedy for Accela's failure to achieve the stated Service performance level.

8.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ACCELA DOES NOT

MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED,

STATUTORY OR OTHERWISE, AND ACCELA SPECIFICALLY DISCLAIMS ALL

IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF

MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR

PURPOSE, OR ANY WARRANTIES ARISING OUT OF THE COURSE OF

DEALING OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Accela will not be responsible to the extent failure of the Service to operate as warranted is caused by or results from: (i) any modification to the Service other than a Supp01ied Modification; (ii) combination, operation or use of the Service with Customer's or a third party's applications, software or systems; (iii) abuse, willful misconduct or negligence by anyone other than Accela or Accela's designee; (iv) use of Agreement with Acee la, Inc./Subscription Terms and Conditions/Exhibit H Page 3 of 8 the Service other than in accordance with the terms of this Agreement and/or the applicable Specifications and Accela documentation or (v) any of the SLC Exclusions (as defined in the Service Level Co1mnitment).

8.4 MUTUAL INDEMNIFICATION

8.5 Indemnification by Customer. Customer will defend ( or settle), indemnify and hold harmless Accela, its officers, directors, employees and subcontractors, from and against any liabilities, losses, damages and expenses, including comi costs and reasonable attorneys' fees, arising out of or in connection with any third-pm1y claim that: (i) a third pa1iy has suffered injury, damage or loss resulting from Customer's or any End User's use of the Service ( other than any claim for which Accela is responsible under Section

7.2); or (ii) Customer or any End User has used the Service in a manner that violates these Terms or applicable law. Customer's obligations under this Section 7.1 are contingent upon: (a) Accela providing Customer with prompt written notice of such claim; (b) Accela providing reasonable cooperation to Customer, at Customer's expense, in defense and settlement of such claim; and ( c) Customer having sole authority to defend or settle such claim.

8.6 Indemnification by Accela. Accela will defend (or settle) any suit or action brought against Customer to the extent that it is based upon a claim that the Service, as furnished by Accela hereunder, infringes or misappropriates the Intellectual Prope1iy Rights of any third party, and will pay any costs, damages and reasonable attorneys' fees attributable to such claim that are awarded against Customer. Accela's obligations under this Section 7.2 are contingent upon: (a) Customer providing Accela with prompt written notice of such claim; (b) Customer providing reasonable cooperation to Accela, at Accela's expense, in the defense and settlement of such claim; and (c) Accela having sole authority to defend or settle such claim. THIS SECTION 9.2 STATES THE ENTIRE

OBLIGATION OF ACCELA AND ITS LICENSORS WITH RESPECT TO ANY

ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF
INTELLECTUAL PROPERTY RIGHTS BY SERVICE. Accela will have no liability under this Section 9 .2 to the extent that any third-paiiy claims described herein are based on any combination of the Service with products, services, methods, or other elements not furnished by Accela, or any use of the Service in a manner that violates this Agreement or the instructions given to Customer by Accela.

8.7 Mitigation Measures. In the event that (i) any claim or potential claim covered by Section

9.2 arises or (ii) Accela's right to provide the Service is enjoined or in Accela's reasonable opinion is likely to be enjoined, Accela may, in its discretion, seek to mitigate the impact of such claim or injunction by obtaining the right to continue providing the Service, by replacing or modifying the Service to make it non-infringing, and/or by suspending or terminating Customer's use of the Service with reasonable notice to Customer. In the case of a suspension or termination pursuant to this Section 7.3, Accela will refund to Customer a portion of fees prepaid by Customer for the then-cmTent Subscription period, prorated to the po1iion of that Subscription period that is affected by the suspension or termination).

Agreement with Accela, Inc./Subscription Terms and Conditions/Exhibit H Page 4 of& 9 9.1

9.2 9.3

9.4 LIMITATIONS OF LIABILITY. IN NO EVENT WILL ACCELA'S AGGREGATE

LIABILITY TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF OR IN

CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY

TO USE THE SERVICE, WHETHER IN CONTRACT, TORT OR UNDER ANY

OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY

CUSTOMER HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT,

THE AMOUNT PAID BY CUSTOMER DURING THE SUBSCRIPTION PERIOD UNDER WHICH INCIDENT OCCURS.

Exclusion of Damages. NEITHER ACCELA NOR ANY OTHER PERSON OR

ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE

SERVICE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR

CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR

LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR

SYSTEM FAIL URE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES,

ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM

THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED ON

WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING EXCLUSIONS

APPLY WHETHER OR NOT ACCELA HAS BEEN INFORMED OF THE

POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

NOTHING IN THESE TERMS EXCLUDES OR RESTRICTS THE LIABILITY OF

EITHER PARTY FOR DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE.

Security and Other Risks. Customer acknowledges that, notwithstanding security features of the Service, no product, hardware, software or service can provide a completely secure mechanism of electronic transmission or communication and that there are persons and entities, including enterprises, governments and quasi-governmental actors, as well as technologies, that may attempt to breach any electronic security measure. Subject only to its limited warranty obligations set forth in Section 6, Accela will have no liability for any security breach caused by any such persons, entities, or technologies.

Any Accela security patches for "Very High" and "High" severity level security risks will be available to customer and patched within thi1iy (30) days of patch availability.

Accela defines a Very High severity level where the offending line or lines of code is a very serious weakness and is an easy target for an attacker. Accela defines High severity level where the offending line or lines of code have significant weakness.

Customer further acknowledges that the Service is not guaranteed to operate without interruptions, failures, or errors. If Customer or End Users use the Service in any application or environment where failure could cause personal injury, loss of life, or other substantial harm, Customer assumes any associated risks and will indemnify Accela and hold it harmless against those risks.

Agreement with Accela, Inc./Subscription Terms and Conditions/Exhibit H Page 5 of8

9.5 Data Breach Notification:

The service provider shall inform the Customer of any unauthorized and unlawful acquisition of unencrypted personal data ("Data Breach"). a. Data Breach Response: The service provider may need to communicate with outside parties regarding a security incident, which may include contacting law enforcement, fielding media inquiries and seeking external expertise as mutually agreed upon, defined by law or contained in the contract. Discussing Data Breach with the Customer should be handled on an urgent as-needed basis, as part of service provider communication and mitigation processes as mutually agreed upon, defined by law or contained in the contract.
b. Data Breach Reporting Requirements: If the service provider has actual knowledge of a confirmed Data Breach that affects the security of any Customer content that is subject to applicable Data Breach notification law, the service provider shall ( l) promptly notify the appropriate Customer identified contact within 48 hours or sooner, unless shmier time is required by applicable law, and (2) take commercially reasonable measures to address the Data Breach.

9.6 Basis of Bargain. THE LIMITATIONS OF LIABLITY AND EXCLUSIONS OF DAMAGES SET FORTH IN THIS SECTION 10 ARE FUNDAMENTAL ELEMENTS

OF THE BASIS OF THE BARGAIN BETWEEN ACCELA AND CUSTOMER AND

WILL APPLY TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW.

11. The following are not covered by these Terms, but may be separately available at rates and on terms which may vary from those described herein: a) Services required due to misuse of the Subscribed Services; b) Services required due to external factors including, but not necessarily limited to, Customer's use of software or hardware not authorized by Accela; or c) Services required to resolve or work-around conditions which cannot be reproduced in Accela's supp01i environment.

12. Customer warrants that it owns or has been authorized to provide the data to Accela.

Customer retains full ownership of said data and grants to Accela a limited, nonexclusive, nontransferable license to use said data only to perform Accela's obligations in accordance with these Terms.

13. Subject to the limitations of Section 6, Customer may authorize access to the Subscribed Services by creating unique user names and passwords ("Logins") up to the number of users indicated in the Order.

14. Each Login must be assigned to a single individual and may not be shared or used by more than one such user. Customer may reassign any Login to another individual, provided that such reassignments do not circumvent the "single individual" requirement described in this Section.

Agreement with Acee la, Inc./Subscription Terms and Conditions/Exhibit H Page 6 of8

15. Customer acknowledges that transm1ss1ons and processing of Customer's electronic communications are fundamental to Customer's use of the Subscribed Services.

Customer further acknowledges that portions of such transmissions and processing may occur within various computer networks not owned or operated by Accela. Customer agrees that Accela is not responsible for any delays, losses, alterations, interceptions, or storage of its electronic communications which occur in computer networks not owned or operated by Accela.

16. "Disclosing Party" and "Recipient" refer respectively to the pa1iy which discloses information and the paiiy to which information is disclosed in a given exchange. Either Accela or Customer may be deemed Disclosing Party or Recipient depending on the circumstances of a pa1iicular communication or transfer of information. "Confidential Information" means all disclosed information relating in whole or in paii to non-public data, proprietary data compilations, computer source codes, compiled or object codes, scripted programming statements, byte codes, or data codes, entity-relation or workflow diagrams, financial records or info1mation, client records or information, organizational or personnel information, business plans, or works-in-progress, even where such works, when completed, would not necessarily comprise Confidential Info1mation. The foregoing listing is not intended by the Parties to be comprehensive, and any info1mation which Disclosing Party marks or otherwise designates as "Confidential" or "Proprietary" will be deemed and treated as Confidential Infonnation. Information which qualifies as "Confidential Information" may be presented to Recipient in oral, written, graphic, and/or machine-readable formats. Regardless of presentation format, such information will be deemed and treated as Confidential Information. Notwithstanding, the following specific classes of information are not "Confidential Information" within the meaning of this Section: a) information which is in Recipient's possession prior to disclosure by Disclosing Party; b) information which is available to Recipient from a third party without violation of this Section or Disclosing Party's intellectual prope1iy rights; c) information which is in the public domain at the time of disclosure by Disclosing Paiiy, or which enters the public domain from a source other than Recipient after disclosure by Disclosing Party; d) information which is subpoenaed by governmental or judicial authority; and e) information subject to disclosure pursuant to a state's public records laws. Recipient will protect the confidentiality of Confidential Information using the same degree of care that it uses to protect its own information of similar imp01iance, but will in any case use no less than a reasonable degree of care to protect Confidential Information. Recipient will not directly or indirectly disclose Confidential Information or any part thereof to any third party without Disclosing Paiiy's advance express written authorization to do so. Recipient may disclose Confidential Information only to its employees or agents under its control and direction in the normal course of its business and only on a need-to-know basis. In responding to a request for Confidential Information, Recipient will cooperate with Disclosing Paiiy, in a timely fashion and in a manner not inconsistent with applicable laws, to protect the Confidential Information to the fullest extent possible.

Accela acknowledges that Customer is a public agency subject to the requirements of the California Public Records Act Cal. Gov. Code section 6250 et seq. Customer acknowledges that Accela may submit information to Customer that Accela considers Agreement with Accela, Inc./Subscription Terms and Conditions/Exhibit H Page 7 of8 confidential, proprietary, or trade secret information pursuant the Uniform Trade Secrets Act (Cal. Civ. Code section 3426 et seq.), or otherwise protected from disclosure pursuant to an exemption to the California Public Records Act (Government Code sections 6254 and 6255). Accela acknowledges that Customer may submit to Accela information that Customer considers confidential or proprietary or protected from disclosure pursuant to exemptions to the California Public Records Act (Government Code sections 6254 and 6255). Upon request or demand of any third person or entity not a party to this Agreement ("Requestor") for production, inspection and/or copying of information designated by a Disclosing Pat1y as Confidential Information, the Recipient as soon practical but within three (3) days of receipt of the request, shall notify the Disclosing Party that such request has been made, by telephone call, letter sent via facsimile and/or by US Mail to the address and facsimile number listed at the end of the Agreement. The Disclosing Party shall be solely responsible for taking whatever legal steps are necessary to protect information deemed by it to be Confidential Information and to prevent release of information to the Requestor by the Recipient. If the Disclosing Party takes no such action, after receiving the foregoing notice from the Recipient, the Recipient shall be permitted to comply with the Requestor's demand and is not required to defend against it.

17. ACCELA WILL, AT ALL TIMES DURING THE AGREEMENT, MAINTAIN INSURANCE COVERAGE AS SET l!'ORTH IN EXHIBIT C. TO THE EXTENT NOT OFFSET BY ITS

INSURANCE COVERAGE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE

LAWS, IN NO EVENT WILL ACCELA'S CUMULATIVE LIABILITY FOR ANY GENERAL,

INCIDENTAL, SPECIAL, COMPENSATORY, OR PUNITIVE DAMAGES WHATSOEVER

SUFFERED BY CUSTOMER OR ANY OTHER PERSON OR ENTITY EXCEED THE FEES PAID TO ACCELA BY CUSTOMER DURING THE TWELVE (12) CALENDAR MONTHS

IMMEDIATELY PRECEDING THE CIRCUMSTANCES WHICH GIVE RISE TO SUCH CLAIM(S) OF LIABILITY.

18. If Accela is delayed in its performance of any obligation hereunder due to causes or effects beyond its control, Accela will give timely notice to Customer of such circumstances and will act in good faith to resume performance as soon as practicable.

19. Accela may not assign its rights and obligations hereunder for purposes of financing or pursuant to corporate transactions involving the sale of all or substantially all of its stock or assets without Customer's written consent.

20. Section 5 will survive the End of Term for so long as is required to complete collection of unpaid amounts. The limitations and waivers described in Sections 8, 19, and 21 will survive the End of Term. Section 12 will smvive the End of Term for a period of thirty (30) calendar days. Section 16 will survive the End of Term for a period of thirty (30) calendar days or for so long as is required for Accela to complete its response to a Customer request made during said thirty-day period. Section 20 will survive the End of Term for a period of two (2) years. With the exceptions of the foregoing surviving sections, the remainder of these Terms will terminate at the End of Term.

Agreement with Accela, Inc./Subscription Terms and Conditions/Exhibit H Page 8 of8

AGREEMENT FOR THE PERFORMANCE OF SUBSCRIBED SERVICES

BY AND BETWEEN THE

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

EXHIBIT I

ACCELA SECURITY EXHIBIT
Accela will provide hosting at a SSAE-16 Tier III or higher facility as defined by the Uptime Institute, Inc. Per the hosting datacenter's disclosure policies, Accela will provide, where allowable, a copy of the datacenter's annual SSAE-16 Type 2 audit report. Accela will provide a backup hosting site with equivalent status for disaster recovery should a major catastrophic outage occur.

The hosting facility will be constructed and configured to ensure reasonable and adequate protection of the equipment in the event of a natural event considered possible for the physical location, including but not limited to earthquake, flood, hurricane, tornado, etc.

Data Location:

The service provider shall provide its services to the Customer and its end users solely from data centers in the U.S. Storage of Customer data at rest shall be located solely in data centers in the U.S. The service provider shall not allow its personnel or contractors to store Customer data on portable devices, including personal computers, except for devices that are used and kept only at its U.S. data centers. The service provider shall permit its personnel and contractors to access Customer data remotely only as required to provide technical support. The service provider may provide technical user supp01i on a 24/7 basis using a Follow-the-Sun model, unless otherwise prohibited in the SLC listed in this Exhibit H.

The hosting facility must have power sufficient to support the equipment platform as configured; this includes provisions for back-up power supplies. The facility will include:
• Dual power availability to each rack unit from independent Power Distribution Units (PDUs) removes PDU loss as a single point of failure
• N+ 1 redundancy of uninte1rnptible power supplies
• Redundant fuel-based generator power supplies, in the event of a power failure from commercial power.

The hosting facility will have reasonable and adequate heating and cooling to insure continuous operation of equipment within acceptable operational limits. The hosting facility shall include but not be limited to the following features:
• N+ 1 redundancy of cooling towers, water pumps and chillers • Multiple air handling units providing an additional level of redundancy Agreement with Accela, Inc./Security/Exhibit I Page 1 of 12 • Cooling units maintain consistent environment temperature and relative humidity levels • Rack cabinet fans to circulate warm air generated by the servers The hosting facility will have physical security to control unauthorized access to the equipment, including but not limited to:
• 24/7 on-site security guard
• Indoor and outdoor security monitoring
• Badge/picture ID access screening
• Biometric access screening
• Escort requirements for access to raised floor areas
• Logged entries for all users entering or leaving the premises The hosting facility will have data line capacity to ensure responsive access to the proposed data system by Accela employees, jurisdictions and customers.

Accela shall provide the equipment, hardware and network infrastructure necessary to operate and sustain all contracted software on behalf of customer and to provide the necessary development, test, production, and training environments.

The hosting facility will provide secure encrypted transmission of personal data to include, but not limited to, personal name and address, SSN, credit card, banking, and payment data, passwords, and any other data subject to Federal or California State data privacy protection laws, and provide protection that meets or exceeds any such statutory requirements. Secure Socket Layer (SSL) encryption will be utilized to meet this requirement.

Accela will be responsible for the data communication infrastructure that connects the data servers to the communication network (switches, etc.)
Accela will maintain any service agreements for the equipment and operating systems, and maintain the equipment in optimal working order.

Accela shall provide a PCI compliant infrastructure for deployment within the data center.

Accela's applications have been developed to comply with all 12 requirements of PCI Data Security Standard, including:
• The use of a firewall within the proposed infrastructure to protect cardholder data provided via both Accela Automation and Accela Citizen Access (public portal) • The use of strong passwords and password policies to ensure password protection and delineates and enforces role-based security to ensure that only authorized users and administrators can access sensitive data
• The use of secured sessions to prevent any unauthorized access to sensitive cardholder data
• The use of encryption per PCI and P ABP standards whenever cardholder data is transmitted across open, public networks
• Adherence to all applicable industry standards for the development of secure systems Agreement with Accela, Inc./Security/Exhibit I Page 2 of 12 and the Accela applications that operate within these systems • The assignment of unique User IDs and Passwords for each user granted access to the system
• The provision of full audit trail tracking to track and monitor all access to network resources and cardholder data
Accela will provide operational services to support the infrastructure and operating environment.

Accela shall provide the equipment, hardware and network infrastructure necessary to operate and sustain all contracted software and to provide the necessary, production, support and staging environments.

Accela shall ensure there are no covert channels to access the system and musttake precautions to protect the system and data from Trojan invasion.

Accela contracts for warranty services. In the event that wan-anty services are required, Accela shall provide staff support sufficient to complete all necessary service and maintenance to the hardware and software platform for the duration of a Vendor-site support agreement.

Accela shall perform daily backups of the data. The images that constitute the functional system will have snapshots taken weekly and stored to the fully redundant storage system.

Aceela's backup strategies and fully redundant Data Recovery (DR) site ensure that a complete system rebuild of data will not be necessary. Accela will use commercially reasonable efforts to replicate all relevant agency data "in near real-time" to a geographically separate location where we have the ability to stand up the Accela application stack and restore service.

Throughout the term of the agreement, upon the request of Customer, Accela will provide Customer with:
(i) a copy of its data in a database dump file
(ii) an APO property conversion upload
(iii) a Crystal Report placement
Within thirty (30) calendar days following the end of its final Subscribed Services term ("End of Term"), Accela shall provide a complete copy of Customer's data and associated documents, as updated or modified by Customer's use of the Subscribed Services, in a database dump file format. Accela will comply in a timely manner with such request, provided that Customer pays any and all unpaid amounts due to Accela.

Accela will meet measurable standards for expected and reasonable system availability (uptime) as established elsewhere in this Hosting Attachment. The system must generally be available seven days a week, twenty-four hours per day. Scheduled down time is acceptable.

Unplanned down time between 6:00 am and 8:00 pm Pacific time must be to resolve production emergencies only, limited to no more than One Hundred and Twenty (120) minutes and occur no more than one time per month. In no event will any proposed standard be less than a commercially reasonable standard.

Agreement with Accela, Inc./Security/Exhibit I Page 3 of 12 The Accela system implementation shall provide functional equivalents of the following environments; hardware and software requirements must include provisions to support these environments:
• Support An environment available to customers to develop and test new configurations or changes to existing configurations prior to implementation in production. • Staging - An environment available to customers to test new Accela Automation application releases against their production configuration. New application code will be deployed to the Staging environment within one week of becoming Generally Available (GA) from Engineering. New application code will be deployed to the Support and Production environments one month after being deployed to Staging for Major releases and two weeks for Minor releases (Service Packs).
• Production The environment used by customers, jurisdiction staff, central administrative staff, and analysts/programmers to submit, track and manage live transactions and associated data.

The Customer shall have the ability to import or export data in piecemeal at its discretion without interference from the service provider. Accela will provide the customer with a full database export on a quarterly basis at the request of Customer. The customer has the option to request a more frequent export if desired, but will not exceed one per calendar week.

Accela will respond to requests for production or support/staging environment report posting within 72 hours of the request. Repo1is will be reviewed for system performance and data integrity before posting. If issues are found they will be documented and communicated back to the customer for correction. In the event that a report request is urgent, Accela will expedite this process to an extent that is reasonable for the request.

To provide the Hosting Services, Accela shall provide, host, manage and maintain the System as follows:

A. Management, Support and Maintenance of Hardware

1. Accela will provide, manage and maintain operating systems on all System environment hardware. This will involve application of any necessary patches or updates and upgrades as necessary. Accela will provide system redundancy.

2. Accela will provide, manage and maintain, for the System, the physical or virtual resources. This will involve any physical fix as needed, updates or refreshes as necessary.

B. Capacity Planning and Monitoring
Accela will be responsible for monitoring capacity and performing capacity planning to ensure the System environment has sufficient capacity to meet the service level agreements agreed upon in this Agreement.

Agreement with Accela, Inc./Security/Exhibit I Page 4 of 12 C. Asset Management
Asset Management services provide inventory and tracking of equipment and the management of vendor-provided maintenance agreements.

Accela will perform the following tasks:

1. Manage third party vendor contracts for equipment used in support of this Agreement (rental agreements, leases, service agreements, wan-anties, amendments, maintenance contracts, and insurance policies)

2. Provide hardware and software at the appropriate hardware and software levels to comply with vendor maintenance contracts.

3. Provide an asset tracking tool to maintain a database of asset information such as make, model, operating system, number of CPUs, amount of memory, and amount of storage.

D. Facilities Services
Accela will provide a PCI-DSS compliant facility.

E. Monitoring Server and OS

1. Monitoring Server and OS service detects and responds to up/down availability faults generated by monitored servers.

2. Accela will perform the following:
• Provide the operational support processes required for up/down monitoring
• Document and track all detected problems using the site problem management process
• Escalate all detected problems to the appropriate support personnel F. Operations Management

1. Operations Management are those activities requiring physical hands-on support. Accela shall provide skilled staff to support all operational support services at an Acee la data center facility.

2. Accela will perform the following:
• Perform systems operation functions such as power on/off and start/stop/reset device intervention
• Monitor vendors on the Accela premise perfonning work maintenance or problem resolution work
• Maintain responsibility for procuring any expendable supplies (CDs, Agreement with Accela, Inc./Security/Exhibit I Page 5 of 12 tapes, cleaning supplies, and so f01th)
G. Operating System Management

1. Accela shall provide proper functionality of hosting software on servers. Support is provided for operating systems and related software products. Included are all ongoing processes to maintain supplier-supp01ted operating platforms including preventive software maintenance services.

2. Accela will perform the following:
• Install and maintain system-level software, such as operating system and other system-level products software requiring user access • Monitor system software status and take necessary action to resolve any ISsues
• Perform operation system software tuning as required to maintain daily operations for Accela-provided services
• Install preventive maintenance patches deemed critical by the vendor to support system software products to prevent known problems from impacting the operating environment
• Install patches per vendor instructions for security exposures deemed critical by the vendor
• Participate in the identification of connectivity and associated network problems
• Plan and implement necessary changes for the System
• Document and track all configuration management changes using the site change management process
• Provide problem escalation and interact as necessary with third-party suppliers
H. System/File Backup and Restore

1. System/File Backup and Restore Services provide the operational and management processes to backup and restore operating system.

2. Accela will perform the following:
• Design and implement the backup Plan
• Perform backups
• Provide for data restores as needed if Agency causes the need for a data restoration, Agency will be responsible for the cost of the data restore at the hourly service rate in the Contract.
• Monitor backup processes and verification of successful completion • Adjust backup and restore plans as new components are added to the System
Agreement with Accela, Inc./Security/Exhibit I Page 6 of 12 I. Server Storage Management

1. Server Storage Management provides for the support of server direct-attached storage environment.

2. Accela will perform to following:
• Integrate the storage hardware and software to provide the appropriate level of capacity, scalability, and performance of the server storage hardware and software
• Manage hardware and software maintenance requirements based on the manufacturer's recommended schedule
• Implement security practices, such as logical unit masking, preventing unauthorized storage access from an unauthorized server • Maintain proper storage configuration(s) (mapping logical volumes, creating file systems, balancing I/O capacity)
J. Server Management Services
Accela will provide server management services.

K. Hardware Management
Accela will provide Hardware Management. Hardware management provides the services necessary to enable compute equipment to be physically installed, maintained, and kept operational.

L. Controlled Server Access
Accela will provide Controlled Server Access. Controlled server access provides the tools and processes to manage access to assets. This includes the management of user logon IDs and their access rights to system-level resources, as well as maintaining server-level security parameters and security product options.

M. Virus Protection
Accela will provide Virus Protection services. Server level anti-virus service provides anti- virus software on each server to provide protection and detection of viruses, worms, and other malicious code. The anti-virus software can be updated with current virus signatures and detection engines automatically or by file distribution software.

This service also provides the means to scan the server at the system level to detect malicious code.

N. Security Event Logging
Accela will provide Security Event Logging. Security Event Logging is a detective control that enables the recording of security events on system hosts based on preset Agreement with Accela, Inc./Security/Exhibit I Page 7 of 12 parameters. The administrative tool's logging function is enabled and the security events are retained in a record for future review.

0. Vulnerability Scan and Repmi
Accela will provide Vulnerability management. Vulnerability management includes preventive and detective services to identify vulnerabilities as they emerge; to prevent those vulnerabilities from affecting the in-scope systems; to detect when an in-scope system has been affected; and to cure those affected systems. Vulnerability management includes both Vulnerability Alert management and Vulnerability Scanning processes.

Vulnerability Alert management is the preventive process that collects known vulnerabilities and prioritizes vulnerabilities based on associated risk. Vulnerability Scanning is the detective process of identifying potential vulnerabilities on servers for exposures to such vulnerabilities.

P. Managed Cluster
Accela will provide Managed Cluster Management. Managed Cluster Management provides processes to deliver server/storage configurations clustered together in the same physical site. This is delivered through the use of hardware configuration and software to meet availability requirements.

Q. Host Based Intrusion Detection
Accela will provide Host Based Intrusion Detection. Host Based Intrusion Detection is the real-time identification, detection, and notification of suspected unauthorized intrusions on individual servers.

R. Secondary Mirrored Site Management
Accela will provide mirrored secondary site allows for replication of the primary site in the event of a natural disaster rendering the primary data center inoperable. Accela will provide skilled staff to support all operational support services. These services include support processes necessary to provide a secondary mirrored site.

S. Data Recovery
Accela will provide multiple ways to recover data:

Suspected error conditions will be investigated and corrected by ACCELA personnel at ACCELA'S offices to the extent possible. Onsite corrections shall be at the exclusive judgement of ACCELA at no additional cost to the User. User may, however, request that ACCELA conduct such investigations and travel to the location of the User at the User's request; User will pay ACCELA for reasonable travel and subsistence expenses. If ACCELA, in its reasonable judgment, determines that the suspected e1Tor condition was attributable to a Agreement with Accela, Inc./Security/Exhibit I Page 8 of 12 cause other than an error in ACCELA'S Subscribed Service or an enhancement by ACCELA, the User will pay for ACCELA'S effmis on a time and materials basis.

ACCELA may provide the User with unsolicited error co1Tections or changes to the Subscribed Service, without additional charge, which ACCELA determines are necessary for proper operation of its Subscribed Service, and User shall incorporate these corrections or changes into the Subscribed Service within 180 days of release by ACCELA. ACCELA will provide all documentation changes necessary as a result of changes to the software.

ACCELA will provide User all enhancements released by ACCELA as standard enhancements, and which are generally made available to other users purchasing comparable Subscribed Service during the term of this Agreement.

Agreement with Accela, Inc./Security/Exhibit I Page 9 of 12

EXHIBIT I

ATTACHMENT A
ACCELA, INC. SERVICE LEVEL COMMITMENT
This Saas Service Level Commitment ("SLC") is a policy governing the use of Accela software-asservice products (individually or collectively, the "Service") under the terms of the Accela Master Services Agreement (the "Agreement") between Accela, Inc. and its affiliates ("Accela", "us" or "we") and the purchaser of Accela's Subscription Service ("Customer").

Unless otherwise provided herein, this SLC is subject to the terms of the Agreement and capitalized terms will have the meaning specified in the Agreement. Accela reserves the right to change the terms of this SLC in accordance with the Agreement.

DEFINITIONS
"Monthly Uptime Percentage" is calculated by subtracting from 100% the percentage of minutes during the month in which the Service was Unavailable. Measurement of the Monthly Uptime Percentage excludes downtime resulting directly or indirectly from any SLC Exclusion. "Service Credit" is a dollar credit, calculated as set forth below, that Accela may credit back to an eligible Customer account.
"Unavailable" means, as applicable: (i) Customer is repeatedly unable to log into the Service; (ii) Customer experiences repeated connection request failures; (iii) Customer experiences lack of connectivity of external, public instances or sites lasting for more than five (5) minutes; (iv) Customer is unable to connect and sync mobile applications within the Service to Accela servers; and/or (v) Customer is unable to download or sync data from mobile applications within the Service to Accela servers. The foregoing events must be verifiable or replicable by Accela or its designee. Availability of Accela APis, as separate from Service access, is expressly excluded from this SLC.

SERVICE COMMITMENT
Accela will use commercially reasonable effo1is to make the Service available with a Monthly Uptime Percentage of at least 99.9%, in each calendar month of the Subscription Period (the "Commitment"). In the event the Service does not meet this Commitment, Customer will be eligible to receive a Service Credit as described below.

SCHEDULED & EMERGENCY MAINTENANCE
Accela will maintain ce1iain scheduled maintenance windows during which regular, planned maintenance of the Service may be performed. Accela will use commercially reasonable efforts to provide Customer with no less than twenty-four (24) hours' notice prior to Services unavailability due to planned maintenance .. Accela's standard maintenance window will generally fall between the hours of 9:00 PM [21:00] Thursday and 1:00 AM [1:00] Friday local time.

Accela will endeavor to provide as much notice as is practicable under the circumstances for patches, updates, fixes and other emergency maintenance activities which may be applied on an urgent basis.

Agreement with Accela, Inc./Security/Exhibit I Page 10 of 12 Accela will provide three (3) business days' notice prior to any planned network, server hardware, operating environment, or database modifications of a material nature.

SERVICE CREDITS
System availability is measured by the following formula:
x = (n - y) *100 / n
Notes: (l) "x" is the uptime percentage; "n" is the total number of hours in the given calendar month minus scheduled downtime; and "y" is the total number of downtime hours in the given calendar month. (2) Specifically excluded from 11 11 and "y" in this calculation are the exception times on scheduled upgrade and maintenance windows.

Service Availability Percentae:e of Monthly Service Fees Credited > 99.9% 2%

99.5% - < 99.9% 5%

99.0% - < 99.5% 10%

95.0% - < 99.0% 0%

90.0% - < 95.0% 40%
< 90.0% - < 80.0% 45%
<80% 50%
Accela will apply any Service Credits only against future Service payments otherwise due from Customer. Service Credits will not entitle Customer to any refund or other payment from Accela. Service Credits may not be transfe1Ted or applied to any other account. Unless otherwise provided in the Agreement, Customer's sole and exclusive remedy for any unavailability, non-performance, or other failure by Accela to provide the Service is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLC.

SLC EXCLUSIONS
The Service Commitment does not apply to any unavailability, suspension or tennination of the Service or any Service performance issues: (i) caused by factors outside of Accela's reasonable control, including any force majeure event or Internet access or related problems beyond the Service demarcation point; (ii) that result from customizations (if outside of Accela's best practice recommendations), configuration changes, scripting, or data loss caused by or on behalf of Customer or any End User; (iii) that result from Customer's or any End User's or third party's equipment, software or other technology or integrations (other than third party equipment withh1 Accela's direct control); (iv) that result from any maintenance as provided for pursuant to the above terms; or (vii) arising from our suspension or termination of Customer's right to use the Service in accordance with the Agreement (collectively, the "SLC Exclusions"). If availability is impacted by factors other than those used in the Monthly Uptime Percentage calculation, Accela may issue a Service Credit with consideration to pertinent factors as assessed by Accela in its sole discretion.

Agreement with Accela, Inc./Security/Exhibit I Page I 1 of 12

SUPPORT COMMITMENT
This Silver Support SLA Addendum (the "Addendum") is issued under and subject to additional conditions and limitations as set out in the agreement by and between Accela and Customer.

The following Issues, Response Goals and Resolution Goals are applicable to support services for Accela suppmted products functioning in Customer's production environment (the "Supported Products") and is not applicable to any other Accela software, services or environments. Any references to "business day" are exclusive of the U.S. federal and state holidays observed by Accela:

Prioritv Definition Response Goal Resolution Goal
Critical Severity Issue Supported Product is Confirmation of receipt Upon confinnation ofreceipt, (Priority l) non-functional or within one (1) business Accela will put forth our best seriously affected and hour. effort to provide a workaround, there is no reasonable Update as information fix, or estimated completion date workaround available arrives or at the interval within seventy-two (72) hours ( e.g. business is specified by Customer. after the problem has been halted). diagnosed and/or replicated.

High Severity Issue Suppo1ted Product is Confi11nation of receipt Aecela will put forth our best (Priority 2) affected and there is within four (4) business effort to provide a workaround no workaround hours. or fix or estimated completion
available or the date within fourteen (14)
workaround is business days after the problem
impractical ( e.g. has been diagnosed and/or
Supported Product replicated.
response is very
slow, day to day
operations continue
but are impacted by
the work around).

Medium Severity Issue Support Product is Confirmation of receipt Accela will put fo1th our best (Priority 3) non-functional within eight (8) business eff01t to provide a workaround however a convenient hours. or fix or estimated completion workaround exists date within twenty-one (21)
( e.g. non-critical business days after the problem
feature is unavailable has been diagnosed and/or
or requires additional replicated.
user intervention).

Low Severity Issue Supported Product Confirmation of receipt Resolution for the Issue may be (Priority 4) works, but there is a within twenty-four (24) released as a patch set or be minor problem (e.g. business hours. incorporated into a future incorrect label, or schedule release of the product.
cosmetic defect).

Agreement with Accela, Inc./Security/Exhibit I Page 12 of 12 Ebix Insurance No. S200000696
AMENDMENT NO. 1

TO THE AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

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

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

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for the Performance of Services by and between the City of Santa Clara, California and Accela, Inc.", dated August 29, 2018 (Agreement); and
B. The Parties entered into the Agreement for the purpose of having Contractor provide software subscription services for the City's permit system, and the Parties now wish to amend the Agreement to make certain revisions to the terms as set forth below.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

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

Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate on November 29, 2025.

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

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

Amendment No. 1 to Agreement/Accela
Rev. 10/25/2019

The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

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

Alexander Abbe DigitallysignedbyAlexanderAbbe
Date: 2021.12.16 13:50:44 -08'00'
Office of the City Attorney
City of Santa Clara
Dated:
v/1.)D AJ.SANTAN
() Ci Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: ( 408) 241-6771
"CITY"
ACCELA, INC.
a California corporation
10/28/2021
---------,---------------
By (Sign ~~:i; =======~e=~::D•::::::~:~:b:yr: ... :~===A=a=r=on==H=ag=g=a=rt=y==== Title: Chief Legal officer ------------------- Pr inc i pa I Place of Business Address: 2633 Camino Ramon, suite 500, San Ramon, CA 94583 ------------------- Em a i I Address: [email protected] ------------------- Te I e phone: ~~-----------------
Fax: --------'---___,_ ________________ _ "CONTRACTOR"
Amendment No. 1 to AgreemenUAccela
Rev. 10/25/2019

1. MAXIMUM COMPENSATION

FIRST REVISED EXHIBIT B

FEE SCHEDULE
The maximum compensation for all materials and services provided under this Agreement shall not exceed Two Million Six Hundred Thirty-Nine Thousand Three Hundred Dollars ($2,639,300) during the term of the Agreement, subject to budget appropriations. Any additional services or materials requested by the City that would exceed the preceding maximum amount will be addressed in an Amendment to the Agreement.

2. CIVIC PLATFORM ANNUAL SOFTWARE SUBSCRIPTION SERVICES Table B1 sets forth the estimated number of software subscriptions required by the City.

Notwithstanding the foregoing, the actual quantity that will be purchased by the City will be listed on the Order and shall be evidenced by the City's issuance of a Purchase Order. All order documents, including Contractor's Order Form and the City's Purchase Order, shall be deemed to incorporate the terms and conditions of this Agreement and any amendments hereto.

For the avoidance of doubt, the Per Unit Price will serve as the baseline for the annual software subscription fees to be charged during any Subscription Term. Notwithstanding anything to the contrary contained herein, at least 60 calendar days prior to the start of the upcoming Subscription Term, the City will provide Contractor with the number of subscriptions required for the upcoming term. Contractor shall adjust the annual invoice for the upcoming Subscription Term based on the number of subscriptions provided by the City and in accordance with the Per Unit Price set forth in Table B1.

Table 81: Civic Platform - Part# SS-37
Product Name
Accela Civic Platform Silver - Subscription
Term: 11/30/18-11/29/19
Accela Civic Platform Silver - Subscription
Term: 11/30/19 - 11/29/20
Accela Civic Platform Silver - Subscription
Term: 11/30/20 - 11/29/21
Accela Civic Platform Silver - Subscription
Term: 11/30/21 - 11/29/22
Accela Civic Platform Silver - Subscription
Term: Prorated 1/1/22 to 11/29/22)
Accela Civic Platform Silver - Subscription
Term: 11/30/22 - 11/29/23
Accela Civic Platform Silver - Subscription
Term: 11/30/23 - 11/29/24
Accela Civic Platform Silver - Subscription
Term: 11/30/24 - 11/29/25
Amendment No. 1 to Agreement/Accela
Rev. 10/25/2019
Estimated Per Unit
Quantity Price
40 $1,788.00
140 $1,841.64
140 $1,896.89
140 $1,953.80
100 I/////////
240 $2,012.40
240 $2,072.77
240 $2,134.95
Total
Extended Total
$71,520.00
$257,829.60
$265,564.60
$273,532.00
$179,025.00
$482,976.00
$497,464.80
$512,388.00
$2,540,300.00

3. CITIZEN ACCESS ANNUAL FEE
Table B1 sets forth the annual fee for Citizen Access.

Table 82: Citizen Access - Part# AS-37
Product Name
Accela Citizen Access - Subscription Population:
11/30/18 - 11/29/19
Accela Citizen Access - Subscription Population:
11 /30/19 - 11 /29/20
Accela Citizen Access - Subscription Population:
11/30/20 - 11/29/21
Accela Citizen Access - Subscription Population:
11 /30/21 - 11 /29/22
Accela Citizen Access - Subscription Population:
11/30/22 - 11/29/23
Accela Citizen Access - Subscription Population:
11 /30/23 - 11 /29/24
Accela Citizen Access - Subscription Population:
11 /30/24 - 11 /29/25
Amendment No. 1 to AgreemenUAccela
Rev. 10/25/2019
Population
Size Net Price
125,948 $12,594.80
125,948 $13,363.08
125,948 $13.753.52
125,948 $14,169.15
125,948 $14,597.37
125,948 $15,035.29
125,948 $15.486.35
Total $98,999.56

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-396 Agenda Date: 6/25/2024

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 2 to the Agreement with NUVIS Landscape Architecture, Inc. for Design Professional Services for the Central Park New Entrance, Access, and Parking Improvements Project and Related Budget Amendments

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

BACKGROUND
On August 21, 2021, the City Council approved a Design Professional Services Agreement (Agreement) with NUVIS Landscape Architecture, Inc. (NUVIS) for the Central Park New Entrance, Access, and Parking Improvements Project (Project). The Project consists of installation of a new accessible entrance to Central Park at the corner of Kaiser Drive and Kiely Boulevard (Attachment 1).

The new entrance includes improved landscaping, a new traffic signal, expanded parking area, and an accessible drop off area and paths. The design of the Project is being completed in two phases: 1) schematic design and 2) design and bid document preparation.

On September 27, 2022, City Council approved the schematic design of the Project and approved Amendment No. 1 to the Agreement with NUVIS so that staff could begin the second phase which includes design and bid document preparation for the Project.

In August 2023, resident Bruce Donoghue, plaintiff, filed a lawsuit against the City based on certain accessibility barriers at Central Park. The locations identified in the complaint were accessible parking spaces located at the southwest parking lot of Central Park (“Pavilion Parking Lot”) (Attachment 1) and a paved pathway from the Pavilion Parking Lot to Kiely Boulevard. The City and plaintiff entered into a settlement agreement by which the City agreed to remediate the identified barriers in accordance with the latest accessibility specifications. The Pavilion Parking Lot and adjacent paths were not included within the original Project scope, as they were proposed to be implemented in a later phase of development under the Central Park Master Plan.

Staff evaluated several project delivery options to determine the most practical and expedient way to implement the remediation work required under the settlement agreement. Staff determined that adding the remediation work to the scope of the Project would provide the quickest, most cost effective and efficient way to design and construct the improvements.

DISCUSSION
The proposed Amendment No. 2 (Attachment 2) includes a negotiated scope of services and schedule of fees based upon the understanding of the work to be performed at the Pavilion Parking City of Santa Clara Page 1 of 3 Printed on 6/21/2024
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24-396 Agenda Date: 6/25/2024
Lot and adjacent paths. The scope of services generally includes preliminary engineering, preparing construction documents, bidding, construction support, and project close-out.

Staff recommends approval of Amendment No. 2 to the Agreement with NUVIS Landscape Architecture, Inc. to incorporate the design services needed for inclusion of the Settlement Agreement improvements into the Central Park New Entrance, Access, and Parking Improvements Project. It is anticipated that the revised design of the Project, which consists of the new entrance, the rehabilitated Pavilion Parking Lot, and improved adjacent paths of travel will be completed by early 2025. Prevailing wage requirements that were included in the original agreement remain applicable under Amendment No. 2.

ENVIRONMENTAL REVIEW
This action is for design professional services and the action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act ("CEQA") Guidelines section 15378 as the action being considered does not commit the City to undertake the project and future discretionary approvals are required by the City to approve the project for construction.

Environmental review in accordance with CEQA will occur as part of the design and approval process.

FISCAL IMPACT
The not-to-exceed amount under the original Agreement and Amendment No. 1 is $404,000. This amount includes $366,926 for basic services and $37,074 for additional services. The proposed Amendment No. 2 adds $172,727 to the current Agreement, bringing the total not-to-exceed amount to $576,727 ($524,297 for basic services and $52,430 for additional services). Additional funding in the amount of $172,727 is recommended for appropriation from Mitigation Fee Act funds, as shown in the Budget Amendment table below. Additional funding required for the construction of the Project will be requested at the award of construction contract based on the actual bid received.

Budget Amendment
FY 2023/24
Current Increase/
(Decrease)
Revised
Parks and Recreation Capital Fund
Expenditures
Central Park New Entrance, Access, and Parking Improvements Project $2,113,840 $172,727 $2,286,567 Fund Balance
Mitigation Fee Act $21,584,302 ($172,727) $21,411,575

COORDINATION
This report has been coordinated with the Finance Department, the Parks and Recreation 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 City of Santa Clara Page 2 of 3 Printed on 6/21/2024
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24-396 Agenda Date: 6/25/2024
outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Approve and Authorize the City Manager to execute Amendment No. 2 to the Agreement with NUVIS Landscape Architecture, Inc. for the Central Park New Entrance, Access, and Parking Improvements Project in the amount not-to-exceed $576,727, in a final form approved by the City Attorney;

2. Authorize the City Manager to make minor modifications to the agreement, including time extensions, if needed; and

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

A. In the Parks and Recreation Capital Fund, increase the Central Park New Entrance, Access, and Parking Improvements Project by $172,727 and decrease the Mitigation Fee Act fund balance by the same amount (five affirmative Council votes required for the use of unused balances).

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

ATTACHMENTS

1. Location Map

2. Amendment No. 2
City of Santa Clara Page 3 of 3 Printed on 6/21/2024
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Location Map

Pavilion
Parking Lot
Magical Bridge
All-Inclusive Playground
Central Park New Entrance,
Access and Parking
Improvements Project
Amendment No. 1 to Agreement/NUVIS Page 1
Rev. 10/25/19
Ebix Insurance No. S200004737
AMENDMENT NO. 2

TO THE AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
NUVIS LANDSCAPE ARCHITECTURE, INC.

FOR

CENTRAL PARK NEW ENTRANCE, ACCESS, AND PARKING IMPROVEMENTS

PROJECT

PREAMBLE
This agreement (“Amendment No. 2”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and NUVIS Landscape Architecture, Inc., a California corporation, (Consultant). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement for Design Professional Services Between the City of Santa Clara, California, and NUVIS Landscape Architecture, Inc. for the Central Park New Entrance, Access, and Parking Improvements Project,” dated August 23, 2021 (Agreement), including Amendment No. 1 dated October 5, 2022; and
B. The Parties entered into the Agreement for the purpose of having Consultant to provide landscape and engineering design services for the Central Park New Entrance, Access, and Parking Improvements Project (Project), as fully described in the Agreement; and the Parties now wish to amend the Agreement for additional landscape and engineering design services to rehabilitate the existing pavilion parking lot, which includes preparing bid documents (plans, specifications, and engineer’s estimate - PS&E) for public works bidding, assisting with obtaining Building and Fire permits , and providing engineering support services during bid and award, construction, and post-construction phases of the Project.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 6 of the Agreement, entitled “Compensation and Payment” is amended to read as follows:

Amendment No. 2 to Agreement/NUVIS Page 2
Rev. 10/25/2019
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 five hundred seventysix thousand seven hundred twenty-seven dollars ($576,727) 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.

2. Exhibit A, entitled “Scope of Services,” of the Agreement is amended to read as shown in Revised Exhibit A, attached herein.

3. Exhibit B, entitled “Schedule of Fees,” of the Agreement is amended to read as shown in Revised Exhibit B, attached herein.

4. Exhibit E, entitled “Milestone Schedule,” of the Agreement is amended to read as shown in Revised Exhibit E, attached herein.

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

Amendment No. 2 to Agreement/NUVIS Page 3
Rev. 10/25/2019
The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

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

Glen R. Googins
City Attorney
Jōvan D. Grogan
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
NUVIS LANDSCAPE ARCHITECTURE, INC.
a California Corporation
Dated:

By (Signature):

Name: Perry A. Cardoza
Title: President
Principal Place of
Business Address:
20250 SW Acacia Street, Suite 260
Newport Beach, California 92660
Email Address: [email protected]
Telephone: (714) 754-7311
Fax: (714) 754-7346
“CONSULTANT”
Design Professional Agreement with NUVIS/Exhibit A-Scope of Services Rev. 04-12-21 Page 1

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
NUVIS LANDSCAPE ARCHITECTURE, INC.

FOR

CENTRAL PARK NEW ENTRANCE, ACCESS, AND PARKING IMPROVEMENTS

PROJECT

REVISED EXHIBIT A

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

I. GENERAL
This Scope of Services is anticipated as necessary to meet City’s objectives as described under Section II, BACKGROUND AND PROJECT, and Section III, DESCRIPTION OF SERVICES of this document. Consultant and City agree that this Scope of Services incorporates Consultant’s professional qualifications and experience and will meet the City’s objectives.

Consultant will be expected to provide complete, professional, high-quality Services and products; to consult City personnel, and others who are involved with the project; and to provide the expertise, guidance, advice, and assistance in accomplishing the work.

II. BACKGROUND AND PROJECT
The City of Santa Clara’s Central Park was constructed in the 1960’s and has been maintained over the years. As the City continues to grow in population and provides essential park and recreation services to the local community, the City Council adopted a goal to enhance community sports and recreational assets. One of the capital improvement projects identified in Year 1-5 of the Central Park Master Plan is the Central Park New Entrance, Access, and Parking Improvements (PROJECT). The PROJECT consists of installation of a new, safe and accessible entrance to Central Park near the Magical Bridge Playground (currently in design stage) and the Veteran’s Memorial at the corner of Kaiser Dr. and Kiely Blvd. The PROJECT includes a new traffic signal, approximately 39 new parking spaces, accessible path for users, connections to all existing park walkways, and landscaping. The PROJECT also includes rehabilitation of the existing pavilion parking lot and pathway from Keily Blvd. into existing park facilities and amenities located east of Saratoga Creek.

The PROJECT is planned to be completed in two distinct phases. The first phase of the PROJECT includes the following scope of work: site assessment; ADA evaluation; Design Professional Agreement with NUVIS/Exhibit A-Scope of Services Rev. 04-12-21 Page 2
community outreach; obtain a recommendation for approval from the Parks & Recreation Commission and City Council. The first phase is planned to be completed with City Council approval scheduled in September 2022. The second phase scope of work includes develop selected schematic plan into bid documents (plans, specifications, and engineer’s estimate - PS&E) for public works bidding; provide assistance in obtaining Building and Fire permits; and provide engineering support services during bid and award, construction, and post-construction phases.

III.DESCRIPTION OF SERVICES
All design work shall be done in accordance with the Department of Transportation Standard Specifications and Details, City Standard Plans and Specifications, ADA Design Guidelines, latest building and fire codes, and other applicable codes and standards recommended by the Consultant. Below is an outline of required services; however, it is the responsibility of the consultant to independently assess the PROJECT and provide improvement recommendations to meet the goals for this PROJECT.

Phase I:

1. Perform site assessment.

2. Evaluate ADA pedestrian pathway.

3. Perform robust community outreach (surveys, meetings, consensus building etc.), to develop Site Schematic Plan.

4. Obtain a recommendation for approval from the PRC and subsequent approval from CC.

Phase II:

1. Develop selected schematic plan into bid documents (PS&E) for public works bidding.

2. Provide assistance in obtaining all required permits. Expected required permits are:

Building and Fire permits.

3. Provide engineering support services during bid and award, construction, and postconstruction phases.

4. The existing Veteran’s Memorial shall stay as is; however, the new areas shall consider the existing Veteran’s Memorial and provide connections to it for the community to visit.

5. New traffic signal system designed by a registered traffic engineer. The new traffic signal system will require restriping and repaving of the intersection.

6. Improvements shall conform to the Magical Bridge Playground that is currently in the design phase, including an ADA drop off and pick up zone.

7. New landscaping at the proposed entrance

8. Approximately 19 new parking spaces, and rehabilitation of 20 existing parking spaces located at the community recreation center.

9. Access connection to all existing park walkways and public sidewalks, particularly the Central Park Magical Bridge All Inclusive Playground and the path of travel from Design Professional Agreement with NUVIS/Exhibit A-Scope of Services Rev. 04-12-21 Page 3
the VTA bus stop. The design shall ensure that it meets ADA regulations and widths at this area are sufficient for safety of mobility impaired persons to get into the park, veterans monument area and playground.

10. Installation of new irrigation system for the new landscaping from existing water meter. Existing water meter may need to be upgraded to meet new standards from the City’s Water and Sewer Department.

11. Modifications to existing lighting or installation of new lighting for security and safety.

12. New accessible curb ramps at the intersection of Kaiser Dr. and Kiely Blvd. and within the new entrance.

13. Upgrade existing path of travel located at the intersection to meet ADA codes. Street pavement may need to be rehabilitated to conform to new grades of the ADA path of travel.

14. Conform to C.3 requirements, as applicable.

15. Provide the required arborist services to assess existing tress that will be impacted by the PROJECT.

16. Perform required traffic counts to determine signal phasing.

17. Perform pot-holing to positively locate potential underground utility conflicts with the PROJECT.

18. Perform field exploration services to obtain soil samples to develop geotechnical recommendations for site improvements and to profile soils for offsite disposal.

19. Design recycled water lateral to bring recycled water to the Magical Bridge Project and the area adjacent to the new entrance.

20. Using the final drawings of the Central Park Magical Bridge All-Inclusive Playground Project, format the irrigation plan to meet SBWR’s requirements. The formatted drawings will be color coded highlighting both potable and reclaimed water lines. Drawings will be reviewed and approved by the City’s Water and Sewer Department, SBWR, and the State Department of Drinking Water. All irrigation plan check comments related to the irrigation design by the Magical Bridge Landscape Architects will be reviewed and corrected by the Magical Bridge Landscape Architect of record. NUVIS will not make revisions to the plans prepared by others.

21. Design six (6) electrical vehicle charging stations with one (1) for ADA. Perform a detailed site investigation to determine electric tie in location.

22. Design a stub out at EV for future solar connection.

23. Pavilion parking lot rehabilitation
a. Existing parking lot will be fully rehabilitated to meet latest building codes and engineering standards.
b. Installation of C3 treatment areas, as applicable.
c. Installation/replacement of existing irrigation, drainage, and site lighting, as applicable and per city’s direction.
d. Complete all necessary geotechnical studies to be used in site and grading design, including pavement section recommendations and infiltration tests for C3 treatment facilities.
e. Pathway from Keily Blvd. into existing park facilities and amenities (stopping at the existing public restroom) located east of Saratoga Creek shall be replaced, as applicable to meet latest building codes and engineering standards.

Design Professional Agreement with NUVIS/Exhibit A-Scope of Services Rev. 04-12-21 Page 4
Consultant shall provide the Services described herein through a project team, comprised of Consultant and sub-consultants identified as follows:

1. Consultant: NUVIS LANDSCAPE ARCHITECTURE, INC.

2. Sub-consultants to NUVIS LANDSCAPE ARCHITECTURE, INC.:

A. Ruggeri Jensen Azar – Surveying, Civil Engineering, and Traffic Engineering B. ENGEO – Geotechnical Engineering
C. CD Design Group – Electrical Engineering
D. Hortscience/Bartlett Consulting – Arborist
E. Activewayz Engineering – Independent Review
F. Land Design Group – Landscape Review
Any changes to the project team through the course of the Services shall be approved in writing by City.

IV.RESPONSIBILITIES OF CITY
CITY will provide the following information and support for the project as-available and applicable:

A. Record drawings (as-available)
B. CITY’s Standard Details, Specifications, Benchmark, and Design Criteria.

C. Storm Drain (SD), Sanitary Sewer (SS), Electric, Fiber, Water and Recycled Water Block Book Maps (as-available).

D. Geographic Information System (GIS) data including land parcels, street centerlines, City sanitary sewers, City storm drains, and aerial photographic tiles E. Payment of permit application fees with other internal departments, if required.

F. Filing exemption under the California Environmental Quality Act, if applicable.

Besides the above, the City will work closely with the consultant to provide any other data or records, as available and necessary for the work involved.

V. BASIC SCOPE OF SERVICES

PROJECT MANAGEMENT
CONSULTANT shall:

1.1 Manage its team and overall project activities consistent with the direction from CITY in order to meet the project schedule and budget. Manage sub-consultants, maintain schedule and budget, anticipate and mitigate potential design issues and delays and coordinate and update the City on the overall progress of the Project.

Design Professional Agreement with NUVIS/Exhibit A-Scope of Services Rev. 04-12-21 Page 5

1.2 Any field work that involves subsurface excavation and/or coring, consultant is required to submit plan of work to the City for review and approval prior to proceeding.

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

1.3.1 Kick-off Meeting

1.3.2 Preliminary/Evaluation Meeting

1.3.3 Community meeting

1.3.4 Parks and Recreation Commission Meeting

1.3.5 City Council Meeting

1.3.6 65% Design Review Meeting

1.3.7 95% Design Review Meeting

1.3.8 100% Design Review Meeting

1.3.9 Final Bid Document Design Review Meeting

1.3.10 Punch List/Project Acceptance Meeting

1.4 Coordinate with CITY, design team members, consultants, utility companies, other government agencies, and other affected parties as required throughout the duration of the project as well as the Quality Assurance/Quality Control (QA/QC) activities for project deliverables.

1.5 Prepare, monitor, and update progress schedule in MS Project format beginning at the kickoff meeting and ending at contract award for the last submittal package. Schedule shall show significant milestones for the project. CONSULTANT shall notify CITY if there are delays or potential delays in any phase of the project. In such cases, CONSULTANT shall make up the schedule in subsequent phases of the project or provide information to CITY substantiating a request for time extension (which may not be approved). The schedule shall be maintained at all times and shall be updated each time progress and milestones are achieved and/or changed.

1.6 Meetings: Meetings shall be budgeted for and invoiced under each respective Task or activity requiring a meeting and not as project management. Preparation for meetings shall be considered as included in the Task or activity for which the meeting is involved.

A kick-off meeting shall be conducted with designated CITY staff prior to beginning work to review anticipated Tasks and schedule, review available information and needs, and address any outstanding questions regarding the project moving forward raised by CITY or CONSULTANT. During the course of Services while there is active work on the PROJECT, CONSULTANT shall schedule and attend brief bi-weekly (every other week) conference calls with CITY. The purpose of the bi-weekly conference calls will be to keep CITY appraised on the PROJECT's progress and address any issues that may arise during the course of Services.

1.7 Provide monthly progress reports.

Design Professional Agreement with NUVIS/Exhibit A-Scope of Services Rev. 04-12-21 Page 6

1.8 Stakeholder Coordination: CONSULTANT shall coordinate with project stakeholders as needed to inform each stakeholder of the project work and incorporate any necessary accommodations into the final submittal documents.

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

1.10 Conduct QC reviews in accordance with its QA Program guidelines. CONSULTANT shall provide a copy of its QA Program guidelines and shall provide a QC report at the end of each Task. Time spent for QA-QC reviews for specific deliverables shall be budgeted and billed under each respective task requiring QA-QC review and not as Project Management.

1.11 Invoicing and Contract Administration: CONSULTANT administrative staff time spent preparing invoices for Services complete shall be considered as included in the overhead of the CONSULTANT’s basic hourly rates and shall not be billed. Additionally, addressing administrative issues regarding the professional Services agreement, such as preparing additional Services requests or budget modifications, shall also be considered as included in the overhead of the CONSULTANT’s basic hourly rates and shall not be billed.

1.12 Payment for all responsibilities related to Project Management shall be included in the various tasks identified in Exhibit B, Schedule of Fees.

Deliverables:

1. Progress schedules in MS Project format (submitted electronically as an 11” x 17” pdf file and in native MS Project format).

2. QA Program guidelines and QC reports for each Task (in pdf file).

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

4. Monthly progress reports and invoices (in pdf file).

Phase I
Task 1.0: Preliminary Engineering/Evaluation

1.1 Attend Project Kick-Off Meeting.

Design Professional Agreement with NUVIS/Exhibit A-Scope of Services Rev. 04-12-21 Page 7

1.2 Perform all necessary assessment and investigations to determine the existing conditions and propose recommendations to City for the improvements. Contact all regulatory agencies that will affect the proposed works to determine applicable codes and ordinances.

1.3 Provide draft community and stakeholder engagement strategies.

1.4 Meet with City staff to obtain additional information and input as needed. Provide all necessary design services, including but not limited to landscape, civil, structural, and electrical design.

1.5 Perform geotechnical investigation and provide report.

CONSULTANT shall anticipate testing of existing soil that will be excavated to facilitate the installation of new infrastructures. Based on the soil test results, CONSULTANT shall identify the appropriate disposal facility for soil off haul.

Optional Task 1A, Soil Management Plan - In the event that impacted soils are reported onsite, CONSULTANT shall prepare a Soil Management Plan to guide contractors on safe handling and disposal requirements. Prior to performing work, CONSULTANT shall provide a work plan to the City for review and approval. No work shall be performed unless authorized by the City.

Optional Task 1B, Impact Soil Delineation - In the event that impacted soils are discovered during soil sampling, the City may choose to perform additional soil sampling to limit the extent of Class I or Class II soils for disposal. This scope is projected as results from one sampling event may indicate additional step out sampling is required.

For that purpose, the work will start from one step-out sampling event with 4 samples, to a maximum of 24 step out samples. Prior to performing work, CONSULTANT shall provide a work plan to the City for review and approval. No work shall be performed unless authorized by the City.

Optional Task 1C, Concrete/Asphalt Coring - In the event that proposed geotechnical and/or environmental sample locations are paved over, and no nearby unpaved locations exist where we may obtain soil samples, CONSULTANT shall retain a coring subcontractor to remove pavement in proposed boring locations. If multiple sample rounds are required as noted in Optional Task 1B, this may be required for each iteration of sampling. Prior to performing work, CONSULTANT shall provide a work plan to the City for review and approval. No work shall be performed unless authorized by the City.

1.6 Work with City staff and community to develop schematic plan(s).

1.7 Perform needed topographic survey for existing site, plans layout, and final approved improvements (from the evaluation/recommendation) for use as base layout for the schematic plans.

Design Professional Agreement with NUVIS/Exhibit A-Scope of Services Rev. 04-12-21 Page 8

1.8 Provide preliminary project estimate that includes an itemized list of bid items. The project estimate shall be accurate and prepared based upon current construction pricing and escalated to mid construction. CONSULTANT shall review recent bids, and contact vendors, suppliers, and contractors as necessary to develop an accurate cost estimate. The CONSULTANT shall provide the assumptions and supporting documents used to prepare the estimate. The project estimate shall consider the following factors:

1. Recent similar Projects bided in the Bay Area, especially in the South Bay.

2. Current economic trend.

3. When the Project will be bided.

4. When construction will occur.

5. The risks that contractors need to consider for the Project.

1.9 Develop project schedule. Schedule shall include all needed times to complete all tasks, including City’s review times, permitting process, and construction period.

1.10 Meet with City staff to review City comments on schematic design, and gain concurrence as to how the documents will be revised as appropriate to incorporate City comments.

1.11 Plan, coordinate, schedule, attend meetings, and produce meeting minutes with action items for all meetings with the City as deemed necessary to efficiently complete this phase of the design in a timely manner.

1.12 CONSULTANT shall prepare an Arborist Tree Inventory and Report. The report will be prepared for approximately 40 trees potentially impacted by the current project improvements. Scope of services will include identification of species and trunk diameter; identification tagging; visually evaluate health and structural condition; identify protect trees per City of Santa Clara’s tree preservation ordinance; rate tree suitability for preservation; evaluate impacts of proposed improvements on trees; prepare a Tree Assessment Map; and prepare Tree Preservation Guidelines.

1.13 Conduct Traffic Volume Data Collection. Traffic counts will be conducted at the following intersection:

1. Kiely Blvd/Kaiser Drive

2. Kiely Blvd/Current Park Driveway Entrance.

The counts will be performed between 7:00 – 9:00 AM and 4:00 – 6:00 PM and will include cars (lights), trucks/buses (heavies), pedestrians, and bicyclists. The counts will be collected during two weekdays (Tuesday & Wednesday or Wednesday & Thursday).

Additionally, weekend counts will also be collected on Saturday or Sunday (whichever day is desired by the City), from 10 AM to 6 PM. From these counts, the peak one-hour AM and PM peak hour volumes will be identified. The peak hour volumes will then be used to determine signal phasing (i.e. protected left turn phasing, split vs. permissive, etc.), as well as turn lane storage.

Design Professional Agreement with NUVIS/Exhibit A-Scope of Services Rev. 04-12-21 Page 9

1.14 CITY maintains a list of known utility operators in CITY. CONSULTANT shall prepare a Notice of Intent to Construct (NOI) on CITY’s standard NOI form and submit it to the known utility operators in order to gather records for existing utilities. Location map exhibits will be required to be submitted as part of the NOI. CONSULTANT shall provide CITY a draft of the NOI prior to sending it to the utility, maintain log of all NOI sent and received, and provide CITY all information received from the NOI. The purpose of the collection of utility information is to identify ownership of surface features that will be impacted by the work, and also to identify if there are any high-risk utilities within the project limits that may be impacted by the work.

All data collected from the field shall be provided to the City for records. Prior to performing data collection, CONSULTANT shall provide a work plan to the City for review and approval. No work shall be performed unless authorized by the City.

Task 1 Deliverables – Electronic and hard copy format:

1. Geotechnical Soil report – One (1) PDF

2. Arborist Tree Inventory and Report

3. Traffic Volume Data Collection

4. Aerial and Topographic Ground Survey

5. Notice of Intent form(s)

6. Draft schematic plans: One (1) PDF and one (1) AutoCAD file.

7. Project schedule – One (1) PDF and one (1) Microsoft Project file.

8. Preliminary budget estimate – One (1) PDF and one (1) Microsoft Excel file.

9. Miscellaneous project information (as requested).

10. Meeting minutes – one (1) PDF and one (1) Microsoft Word file.

Task 2.0: Community Outreach
Consultant shall work closely with City staff to develop meeting strategy and format to engage the community.

2.1 Develop presentation materials, exhibits, design alternatives, and questionnaires for public workshops/meetings.

2.2 Plan, coordinate, schedule, attend workshops/meetings, and produce meeting minutes.

Plan for two (2) workshops/meetings.

2.3 Based on community’s input, refine and develop final schematic plans.

2.4 Produce meeting minutes with action items.

Task 2 Deliverables – Electronic and hard copy format:

1. Exhibits, alternative, & questionnaires – PDFs and hard copies as needed.

2. Schematic plans: One (1) PDF and one (1) AutoCAD file

3. Miscellaneous Project information (as requested).

4. Meeting minutes – one (1) PDF and one (1) Microsoft Word file.

Design Professional Agreement with NUVIS/Exhibit A-Scope of Services Rev. 04-12-21 Page 10
Task 3.0: PRC & CC Meetings
Consultant shall assist City staff to present the Project to Parks & Recreation Commission and City Council.

3.1 Prepare PowerPoint presentation using City template, including plans and alternatives, for Parks & Recreation Commission meetings. Plan for One (1) PRC meeting.

3.2 Prepare PowerPoint presentation, including plans and alternatives, for City Council Meetings. Plan for one (1) meeting.

3.3 Produce meeting minutes with action items.

3.4 Provide CEQA determination and assist in filing paperwork. CONSULTANT will confer with City planning to receive CEQA exemption determination.

Task 3 Deliverables – Electronic and hard copy format:

1. Presentation materials, exhibits, & alternative – PDFs and MS PowerPoint file.

2. Revised final schematic plans: One (1) PDF and one (1) AutoCAD file.

3. Miscellaneous Project information (as requested).

4. Meeting minutes – one (1) PDF and one (1) Microsoft Word file Phase II
Task 4.0: 65% Construction Documents
Based on the approved schematic plans, approved project scope within budget, and any adjustments authorized or directed by the City, the Consultant shall develop and refine the design, and prepare construction documents.

Plans shall be drawn to scale, on D-size (24” X 36”) sheets, at an engineering scale up to 1” = 40’ maximum, conforming to City’s Design Criteria. Plans are to be drawn by AutoCAD 2021 or earlier versions, using City-provided standard AutoCAD template with background layout from Consultant’s topographic survey.

4.1 Prepare 65% construction documents and supporting information for the City’s review, including, but not limited to:

4.1.1 Consultants shall follow City’s Design Criteria and plan format to prepare 65% Plans and supporting information for the City’s review, including but not limited to the followings:

A. Plans with details of major design components as necessary such as:

1. Site drawing
Design Professional Agreement with NUVIS/Exhibit A-Scope of Services Rev. 04-12-21 Page 11

2. Landscape drawings

3. Traffic drawings

4. Park Amenity drawings

5. Electrical drawings

6. Civil drawings

7. Structural drawings
B. 65% Plans shall include all existing utilities on-site and immediate surrounding off-site areas. Pertinent background information as relating to proposed improvements such as, but not be limited to, layouts, fence, gate, pedestrian pathway, property lines, site entrance/exist driveway, adjacent streets shall be shown.

4.2 Prepare an updated engineering cost estimate. If 65% engineering cost estimate prepared at this point exceeds the preliminary construction budget approved at the end of the preliminary engineering/evaluation phase, the Consultant shall explain and justify the increase and shall submit a list of proposed modifications to bring the cost within budget.

4.3 Prepare an updated project schedule.

4.4 Meet with City staff as needed to review City comments on 35% submittal and gain concurrence as to how the documents will be revised, as appropriate, to incorporate City comments.

4.5 Plan, coordinate, schedule, attend meetings, and produce meeting minutes with action items for all meetings with the City as deemed necessary to efficiently complete this phase of the design in a timely manner.

4.6 Conduct a quality control (QC) review of design documents (Plans, Specifications, and Engineer’s Cost Estimates).

4.7 CITY will circulate the submittal package to internal CITY departments for review and comments. CONSULTANT shall be responsible for submitting the package to external stakeholders if required. CONSULTANT shall prepare written responses to all written comments received. All redlined drawings shall be returned with CONSULTANT’s response on the redlined drawings.

4.8 CONSULTANT shall be responsible for resolving comments from each commenter and shall identify to CITY any comments that cannot be resolved. CONSULTANT shall conduct a 65% comments review meeting with CITY to discuss comments on the submittal package, to identify any significant design issues, and gain concurrence as to how the submittal shall be revised as appropriate to incorporate CITY’s comments.

4.9 CITY maintains a list of known utility operators in CITY. CONSULTANT shall prepare a Notice of Intent to Construct (NOI) on CITY’s standard NOI form and submit it to the known utility operators in order to gather records for existing utilities. Location map Design Professional Agreement with NUVIS/Exhibit A-Scope of Services Rev. 04-12-21 Page 12
exhibits will be required to be submitted as part of the NOI. CONSULTANT shall provide CITY a draft of the NOI prior to sending it to the utility, maintain log of all NOI sent and received, and provide CITY all information received from the NOI. The purpose of the collection of utility information is to identify ownership of surface features that will be impacted by the work, and also to identify if there are any high-risk utilities within the project limits that may be impacted by the work.

4.10 CONSULTANT shall perform subsurface investigation by pot-holing to positively locate potential underground utility conflicts with the new signal equipment, primarily the signal pole foundations. Pole foundation depth may vary between 6' and 13'. A total of 12 holes are budgeted for the signal pole & conduit improvements. The pot-holing scope includes 8 holes at 13’ depth and 4 at 6’ depth. The potholes will be at least 6" in diameter. Pot-holing for onsite for potential conflicts assumes 4 additional pot-holes at 6’ depth. It is assumed that this work will be done over the span of three (3) days.

All pothole information obtained from the field shall be provided to the City for records and included in the contract documents. Prior to performing pot-holing, CONSULTANT shall provide a work plan to the City for review and approval. No work shall be performed unless authorized by the City.

Task 4 Deliverables – Electronic and hard copy format:

1. 65% Plans – One (1) PDF and one (1) AutoCAD file.

2. 65% Engineering cost estimate – One (1) PDF and one (1) Microsoft Excel file.

3. Updated project schedule – One (1) PDF and one (1) Microsoft Project file.

4. Quality control checklist for 65% PS&E submittal – One (1) PDF and one (1) Microsoft Word or Excel file.

5. Written response matrix – One (1) PDF and one (1) Microsoft Word or Excel file.

6. Miscellaneous Project information (as requested).

7. Meeting minutes – One (1) PDF and one (1) Microsoft Word file.

8. Traffic counts data

9. Pot-holing data
Task 5.0: 95% Construction Documents
Based on City’s comments and direction on the 65% PS&E, Consultant shall revise the 65% PS&E to produce the 95% PS&E. Consultant shall:

5.1 Prepare 95% construction documents and supporting information for the City’s review and approval.

5.1.1 Construction details of proposed improvements shall be included in the 95% Plans.

5.1.2 Provide technical specifications.

5.1.3 Provide Structural plans and calculations for Light post footings Design Professional Agreement with NUVIS/Exhibit A-Scope of Services Rev. 04-12-21 Page 13

5.1.3 Provide modified sections to City standard specifications to suit Project. Modified sections include, but not be limited to, general information, summary of work, measurement and payment for bid items, permitting and agency regulatory requirements, etc.

5.1.4 Provide required information to the City’s Project Specific Specification Book (Division 0, 1, and 2). Required information from Consultant for City’s frontend specifications are, but not be limited to, the followings:

1. Description of work

2. Type of Contractor’s License required

3. Construction Schedule

4. Bid Schedule

5. Requirements for Contractor’s Statement of Qualifications (e.g. experience requirements for similar work and contract values)

6. Identification of any changes to the City’s standard specifications that are required.

5.2 Prepare an updated engineering cost estimate. If the cost is higher than allocated construction budget, Consultant need to create Add Alternate items so that the project cost estimate is within available project budget.

5.3 Prepare an updated project schedule.

5.4 Meet with City staff, as needed, to review City comments on 65% submittal and gain concurrence as to how the documents will be revised as appropriate to incorporate City comments.

5.5 Plan, coordinate, schedule, attend meetings, and produce meeting minutes with action items for all meetings with the City as deemed necessary to efficiently complete this phase of the design in a timely manner.

5.6 Provide written response matrix to City’s comments on 65% PS&E.

5.7 Conduct a quality control (QC) review of design documents (Plans, Specifications, and Engineer’s Cost Estimates).

Task 5 Deliverables – Electronic and hard copy format:

1. 95% Plans – One (1) PDF and one (1) AutoCAD file.

2. 95% Specifications – One (1) PDF and one (1) Microsoft Word file.

3. 95% Engineering cost estimate – One (1) PDF and one (1) Microsoft Excel file.

4. Updated project schedule – One (1) PDF and one (1) Microsoft Project file.

5. Meeting minutes – One (1) PDF and one (1) Microsoft Word file.

6. Quality control checklist for 95% design submittal.

7. Written response matrix – One (1) PDF and one (1) Microsoft Word or Excel file.

Design Professional Agreement with NUVIS/Exhibit A-Scope of Services Rev. 04-12-21 Page 14
Task 5A: 95% Construction Documents for Pavilion Parking Lot Rehabilitation

5.1 Consultant is required to perform the following work to rehabilitate the pavilion parking lot and pathway from Keily Blvd. into existing park facilities and amenities located east of Saratoga Creek:

5.1.1 Perform detailed site investigation

5.1.2 Review existing asbuilt plans and specifications to comprehend existing condition

5.1.3 Complete necessary pavement coring to characterize subsurface conditions for design

5.1.4 Complete necessary geotechnical report summarizing findings of field investigation, laboratory test results, and recommended design.

5.2 Prepare 95% construction documents and supporting information for the City’s review and approval, which include but are not limited to:

5.2.1 Project plan consisting of civil, geotechnical, landscape, and electrical plan sheets

5.2.2 Project specifications

5.2.3 Engineer’s Estimate

5.2.4 Construction Schedule

5.2.5 Structural calculations, as applicable

5.2.6 Provide modified sections to City standard specifications to suit Project.

Modified sections include, but not be limited to, general information, summary of work, measurement and payment for bid items, permitting and agency regulatory requirements, etc.

5.3 Plan, coordinate, schedule, attend meetings, and produce meeting minutes with action items for all meetings with the City as deemed necessary to efficiently complete this phase of the design in a timely manner.

5.4 Meet with City staffs as needed to review City comments on 95% submittal and gain concurrence as to how the documents will be revised as appropriate to incorporate City comments.

5.5 Conduct a quality control (QC) review of design documents (Plans, Specifications, and Engineer’s Cost Estimates).

Task 5A Deliverables – Electronic and hard copy format:
6 95% Plans – One (1) PDF and one (1) AutoCAD file.
7 95% Specifications – One (1) PDF and one (1) Microsoft Word file. 8 95% Engineering cost estimate – One (1) PDF and one (1) Microsoft Excel file. 9 Project schedule – One (1) PDF and one (1) Microsoft Project file. 10 Meeting minutes – One (1) PDF and one (1) Microsoft Word file. 11 Quality control checklist for 95% design submittal.

Design Professional Agreement with NUVIS/Exhibit A-Scope of Services Rev. 04-12-21 Page 15
12 Written response matrix – One (1) PDF and one (1) Microsoft Word or Excel file.

Task 6.0: 100% Construction Documents
Based on City’s comments and direction on the 95% PS&E, Consultant shall revise the 95% PS&E to produce the 100% PS&E. Consultant shall:

6.1 Prepare 100% construction documents and supporting documents.

6.1.1 Phase percentage statement such as “100% Plans. Not for Construction” shall be removed from the 100% Plans and each sheet of the plans set shall be stamped and signed by the Consultant’s Engineer of appropriate discipline.

6.1.2 Specifications shall be stamped and signed (on Document 00030 – Seal) by Consultant’s Project Engineer.

6.2 Incorporate permit issuers’ comments into P&S and coordinate with permitting departments and agencies to obtain acceptance of permit application package.

6.3 Prepare an updated Engineering Cost Estimate with backups and justifications for unit pricing.

6.4 Prepare an updated Project Schedule.

6.5 Provide Documents for City’s PS&E approval process. Required documents are, but not be limited to, engineer’s estimate using the schedule of quantities format, recent similar project bid summaries to validate engineer’s estimate, consultant Peer Review Certification, consultant Lessons Learned from other similar projects that were applied to this Project.

6.6 100% PS&E shall be Peer reviewed and Certification of Peer Review shall be submitted with the 100% Submittal.

6.6.1 A statement (see statement in Sub-Section 5.6.2 below) to indicate Peer Review has been performed and signature of the Engineer who performed it shall be added to the Plans Cover Sheet.

Certification of Peer Review: The following paragraph shall be put on the company letter head, dated, and signed by the Peer Review Engineer. “The undersigned hereby certifies that a professional peer review of these plans and the required designs was conducted by me, a professional landscape architect with expertise and experience in the appropriate fields of landscaping equal to or greater than the Architect of Record, and that appropriate corrections have been made.”

6.7 Prepare and submit Special Inspection Form for the Project.

Design Professional Agreement with NUVIS/Exhibit A-Scope of Services Rev. 04-12-21 Page 16

6.8 Meet with City staffs as needed to review City comments on 100% submittal and gain concurrence as to how the documents will be revised as appropriate to incorporate City comments.

6.10 Plan, coordinate, schedule, attend meetings, and produce meeting minutes with action items for all meetings with the City as deemed necessary to efficiently complete this phase of the design in a timely manner.

6.11 Provide written response matrix to City’s comments on 95% PS&E.

6.12 Provide list of potential bidders including company name, email address, contact number, and address of business.

6.13 The project will be submitted to the Building Division and Fire Department for review and approval for all onsite improvements. The City project manager will take the lead for submittal to the Building Division and Fire Department; however, Consultant will need to provide all necessary supporting documents, which may include but are not limited to Special Inspection Form, Structural Calculations, other any other documents that are required to obtain Building Permit and Fire Permit.

Task 6 Deliverables – Electronic and hard copy format:

1. 100% Plans – One (1) PDF and one (1) AutoCAD file.

2. 100% Specifications – one (1) PDF and one (1) Microsoft Word file.

3. Structural Calculations – One (1) PDF.

4. Consultant Lessons Learned – One (1) PDF.

5. Certification of Peer Review – One (1) PDF.

6. 100% Engineering Cost Estimate – One (1) PDF and one (1) Microsoft Excel file.

7. Updated Project Schedule – One (1) PDF and one (1) Microsoft Project file.

8. All Permit application packages with all necessary supporting documentations. 9 Special Inspection Form – One (1) PDF.

10. Meeting minutes – One (1) PDF and one (1) Microsoft Word file.

11. Quality control checklist for 100% design submittal.

12. Written response matrix – One (1) PDF and one (1) Microsoft Word or Excel file Task 6A: 100% Construction Documents for Pavilion Parking Lot Rehabilitation Based on City’s comments and direction on the 95% PS&E, Consultant shall revise the 95% PS&E to produce the 100% PS&E. Consultant shall:

6.1 Prepare 100% construction documents and supporting documents.

6.1.1 Phase percentage statement such as “100% Plans. Not for Construction” shall be removed from the 100% Plans and each sheet of the plans set shall be stamped and signed by the Consultant’s Engineer of appropriate discipline.

Design Professional Agreement with NUVIS/Exhibit A-Scope of Services Rev. 04-12-21 Page 17

6.1.2 Specifications shall be stamped and signed (on Document 00030 – Seal) by Consultant’s Project Engineer.

6.3 Prepare an updated Engineering Cost Estimate with backups and justifications for unit pricing.

6.4 Prepare an updated Project Schedule.

6.5 Provide Documents for City’s PS&E approval process. Required documents are, but not be limited to, engineer’s estimate using the schedule of quantities format, recent similar project bid summaries to validate engineer’s estimate, consultant Peer Review Certification, consultant Lessons Learned from other similar projects that were applied to this Project.

6.7 Prepare and submit Special Inspection Form for the Project.

6.8 Meet with City staffs as needed to review City comments on 100% submittal and gain concurrence as to how the documents will be revised as appropriate to incorporate City comments.

6.10 Plan, coordinate, schedule, attend meetings, and produce meeting minutes with action items for all meetings with the City as deemed necessary to efficiently complete this phase of the design in a timely manner.

6.11 Provide written response matrix to City’s comments on 95% PS&E.

6.12 Provide list of potential bidders including company name, email address, contact number, and address of business.

6.13 The project will be submitted to the Building Division and Fire Department for review and approval for all onsite improvements. The City project manager will take the lead for submittal to the Building Division and Fire Department; however, Consultant will need to provide all necessary supporting documents, which may include but are not limited to Special Inspection Form, Structural Calculations, other any other documents that are required to obtain Building Permit and Fire Permit.

Task 6A Deliverables – Electronic and hard copy format:

1. 100% Plans – One (1) PDF and one (1) AutoCAD file.

2. 100% Specifications – one (1) PDF and one (1) Microsoft Word file.

3. Structural Calculations – One (1) PDF.

4. Consultant Lessons Learned – One (1) PDF.

5. Certification of Peer Review – One (1) PDF.

6. 100% Engineering Cost Estimate – One (1) PDF and one (1) Microsoft Excel file.

7. Updated Project Schedule – One (1) PDF and one (1) Microsoft Project file.

8. All Permit application packages with all necessary supporting documentations. 9 Special Inspection Form – One (1) PDF.

10. Meeting minutes – One (1) PDF and one (1) Microsoft Word file.

Design Professional Agreement with NUVIS/Exhibit A-Scope of Services Rev. 04-12-21 Page 18

11. Quality control checklist for 100% design submittal.

12. Written response matrix – One (1) PDF and one (1) Microsoft Word or Excel file Task 7.0: Bid Documents
Based on City’s comments and direction on the 100% PS&E, Consultant shall revise the 100% PS&E to produce the Bid Documents. Consultant shall:

7.1 Incorporate City review comments of 100% PS&E into Bid Documents.

7.2 Incorporate permit issuers’ comments into P&S and coordinate with permitting departments and agencies to obtain acceptance of permit application package.

7.3 Prepare Bid Documents (P&S).

7.3.1 Bid Plans shall be wet stamped and signed by the Consultant’s Engineer of appropriate discipline. Plans shall be drawn to scale and plotted onto D-size sheets.

7.3.2 Bid Specifications shall be wet stamped and signed (on Document 00030 – Seal) by Consultant’s Project Engineer.

7.4 Plan, coordinate, schedule, attend meetings, and produce meeting minutes with action items for all meetings with the City as deemed necessary to efficiently complete this phase of the design in a timely manner.

Task 7 Deliverables – Electronic and hard copy format:

1. Bid Plans – One (1) PDF of wet-signed/stamped, D-size and one (1) AutoCAD file.

2. Bid Specifications – One (1) PDF of wet-signed/stamped, A-size and one (1) Word file.

3. Written response matrix – One (1) PDF and one (1) Microsoft Word or Excel file.

4. Quality control checklist for bit set submittal.

5. Final Building and Fire permits responses.

6. Meeting minutes – One (1) PDF and one (1) Microsoft Word file.

7. Written response matrix – One (1) PDF and one (1) Microsoft Word or Excel file.

Task 8.0: Bid and Award Phase
Consultant shall provide assistance to the City during the bidding and award phase, answer questions from bidders, help and prepare exhibits for addenda when necessary, assist the City in evaluation of bids received, and provide a written recommendation for the award of contract, when requested.

Consultant shall:

8.1 Attend and conduct Pre-Bid Conference/Sites Visit.

8.2 Assist the City with responses to bidder’s inquiries through the City’s Project Manager.

Design Professional Agreement with NUVIS/Exhibit A-Scope of Services Rev. 04-12-21 Page 19

8.3 Assist the City with addenda to the construction documents as needed to respond to bidder’s inquiries and clarify the intent of bid documents.

8.4 Assist the City in evaluating bids (if required by the City).

8.5 Within fourteen (14) days from the bid opening date, prepare and submit a conformed set of contract documents (Plans and Specifications) incorporating any and all addenda (if needed).

Task 8 Deliverables – Electronic and hard copy format:

1. Written response to bidder’s inquiries – Signed PDF.

2. Support information for addenda – Signed PDF.

3. Written recommendation letter to award of contract for the Project – Signed PDF.

4. Conformed Set (if needed) – One (1) PDF of Plans and Specifications, one (1) AutoCAD file of Plans, and one (1) Microsoft Word file of Specifications.

Task 9.0: Construction Phase
City’s construction management staff is lead for the managing the construction phase of the project.

Consultant’s responsibility to provide basic services for the construction engineering during the construction phase under this agreement is engineering support services and it commences with the “Notice to Proceed” (NTP) of the contract for construction and terminates on the date the City approves the certificate of completion of the Project.

9.1 Consultant will assist the City in providing administration of the contract for construction. Duties, responsibilities and limitation of authority of Consultant shall not be restricted, modified, or extended without written agreement of the City.

9.2 Consultant shall attend the Pre-construction meeting.

9.3 Consultant shall visit the site as required for the benefit of the Project during this phase.

During these site visits, Consultant shall attend job progress meetings, pre-submittal meetings, pre-installation meeting, and other meetings as required by the City.

Consultant’s structural, civil, and electrical sub-consultants shall visit the site as required when work related to their discipline is in progress.

9.5 Perform certified impact attenuation testing of all protective surface after installation.

9.6 Consultant shall make construction observation visits throughout the construction phase.

Consultant shall issue an observation report after each visit. Assume up to three (3) meetings.

9.7 In addition to the construction observation visits, Consultant shall review technical submittals, shop drawings, product data, product samples, and product warranties from the contractor for conformance with the specifications and drawings. The Consultant’s Design Professional Agreement with NUVIS/Exhibit A-Scope of Services Rev. 04-12-21 Page 20
action shall be taken with such reasonable promptness so as to cause no delay in the work, while allowing sufficient time in Consultant’s judgment to permit adequate review.

The Consultant will be allowed a maximum of seven (7) calendar days for review of submittals. Consultant’s review shall not constitute review of safety precautions or, unless otherwise specifically stated by Consultant, of construction means, methods, techniques, sequences or procedures. Consultant’s review of specific items shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the contract documents, Consultant shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the contract document.

9.8 Consultant shall respond to Contractor’s Request for Information (RFI) and Request for Substitution (RFS). Interpretations and decisions of the Consultant shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. Consultant shall be allowed a maximum of seven (7) calendar days to respond to RFIs and RFSs that impact the Project schedule or a maximum of fourteen (14) calendar days to respond to RFIs and RFSs that do not impact the Project schedule.

9.9 The Consultant shall prepare the Scope of Work, including sketches, for Field Instructions issued to the Contractor. When requested by the City, Consultant shall review Change Order (CO) pricing and provide written responses for the City’s review and finalizing said COs
Task 9 Deliverables – Electronic and hard copy format:

1. Signed PDFs of Reviewed Contractor Submittals, Shop Drawings, RFIs, RFSs, and Field Instructions.

2. Signed PDFs of COs’ recommendations.

3. Signed PDFs of Field reports by Consultant and sub-consultants.

Task 10.0: Post-Construction Phase

10.1 When requested by the City, Consultant shall conduct reviews to assist the City to determine the date or dates of Substantial Completion and the date of Final Completion.

Consultant’s decisions with City approval on matters relating to aesthetic effect may be final if consistent with the intent expressed in the Contract Documents.

10.2 Upon request by Contractor, in accordance with contract Specifications, for Substantial Completion and later Final Completion, Consultant shall assist City in determining if the Project is ready for the stage of completion requested by the Contractor. Consultant shall provide City with a written recommendation.

10.3 Consultant shall perform a walk-through of the Project site, review Contractor Punch List, and provide written response with status and action of items on the Punch List.

Consultant shall attend final walk-through of the Project site with the City, verify Punch List completion, and provide written response with recommendation regarding Project Design Professional Agreement with NUVIS/Exhibit A-Scope of Services Rev. 04-12-21 Page 21
acceptance and close-out.

10.4 Consultant shall review Contractor-supplied Operation and Maintenance manuals and Warranties to determine their completeness and compliance with Construction Contract and provide written recommendation for acceptance.

10.5 Provide a complete set of the Record Drawings and all X-ref files “bound,” including other associated fonts, plot style files on AutoCAD, including electronic copies in PDF format. CONSULTANT may, at its own expense, prepare and retain a copy of each drawing for its permanent file.

Task 10 Deliverables – Electronic and hard copy format:

1. Substantial Completion/Final Completion recommendations and Reviewed Punch List – One (1) signed PDF.

2. Record Drawings – One (1) PDFs and one (1) AutoCAD files.

Design Professional Agreement with NUVIS/Exhibit B-Schedule of Fees Page 1 Rev. 04-12-21

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES
between the

CITY OF SANTA CLARA, CALIFORNIA,
and
NUVIS LANDSCAPE ARCHITECTURE, INC.
for

CENTRAL PARK NEW ENTRANCE, ACCESS, AND PARKING IMPROVEMENTS

PROJECT

REVISED EXHIBIT B

SCHEDULE OF FEES
I. GENERAL PAYMENT
The total payment to the Consultant for Basic Services, as stated in Exhibit A, shall not exceed $524,297. The amount billed to City for pre-approved Additional Services shall not exceed the sum of $52,430. In no event shall the amount billed to City by Consultant for Services under this Agreement exceed $576,727, subject to budget appropriations.

Consultant shall bill City on a monthly basis for Services provided by Consultant during the preceding month on an invoice and in a format approved by City and subject to verification and approval by City. Billing shall be proportionate to the Services performed for each task completed. The invoice shall describe the Task completed, and percentage completed by Task, and total during the invoice period. The invoice shall also show the total to be paid for the invoice period. City will pay Consultant within thirty (30) days of City’s receipt of an approved invoice.

II. BASIC SERVICES
The total payment to Consultant for all work necessary for performing all Tasks, as stated in Exhibit A, shall be in proportion to Services rendered and on a Time-and-Material not-to-exceed basis.

The Consultant fee allocated to each Task, as shown below, shall be the Consultant’s full compensation for all the Consultant Services required for the Project and by this Agreement, as directed by the City, and no additional compensation shall be allowed. The total amount of all the Tasks is a not-to-exceed amount.

The amount for each Task and the total amount of all the Tasks are as listed below:

Design Professional Agreement with NUVIS/Exhibit B-Schedule of Fees Page 2 Rev. 04-12-21
Description of work and task Cost for Basic
Services
Phase 1 Design
Task No. 1 – Preliminary Engineering and Evaluation $89,687 Task No. 2 – Community Outreach Meetings $7,795
Task No. 3 – Parks and Recreation Commission and City Council’s Approval
$16,479
Optional Task 1A – Soil Management Plan $4,000
Optional Task 1B – Impacted Soil Delineation $8,000
Optional Task 1C – Concrete/Asphalt Coring $3,000
Phase 2 Design
Task No. 4 – 65% Construction Documents $90,939
Task No. 5 – 95% Construction Documents $46,190
Task No. 5A – 95% Construction Documents for
Pavilion Parking Lot
$88,349
Task No. 6 – 100% Construction Documents $37,212
Task No. 6A – 100% Construction Documents for
Pavilion Parking Lot
$13,041
Task No. 7 – Bid Documents $21,125
Task No. 8 – Bid and Award Phase $26,423
Task No. 9 – Construction Phase $39,791
Task No. 10 – Post-Construction Phase $32,266
TOTAL COST $524,297
In no event shall the amount billed to City by Consultant for BASIC SERVICES under this Agreement exceed five hundred twenty-four thousand two hundred ninety-seven ($524,297).

III. REIMBURSABLE EXPENSES
There are no reimbursable expenses.

IV. ADDITIONAL SERVICES
Additional Services consists of work not included in the Scope of Services outlined within this Agreement. Pre-approved Additional Services shall be billed to City at the fixed hourly rates shown below in Section V, RATE SCHEDULE, or at an agreed negotiated lump sum price. Monthly billing for Additional Services shall be consistent with the term set forth in this Agreement. Payment for any Additional Services is allowed only if written authorization is given by the City Engineer in advance of the work to be performed. Additional Services shall not exceed $52,430.

V. RATE SCHEDULE
Personnel Charges
Design Professional Agreement with NUVIS/Exhibit B-Schedule of Fees Page 3 Rev. 04-12-21
Charges for personnel engaged in professional and/or technical work are based on the actual hours directly chargeable to the project. Charges for personnel engaged in professional and/or technical work are based on the actual hours directly chargeable to the project.

Rates by classification are listed below and shall be fixed through December 31, 2024. No adjustment to the rates will be allowed during the term of this Agreement unless otherwise agreed in writing by City. Any classifications added, or staff members changing classifications, shall be approved in writing by City.

The following rates are effective through December 31, 2024. After that period, these rates are increased by an annual escalation of 3%.

The pay rates for the project by classification are listed below:

Primary Consultant – NUVIS LANDSCAPE ARCHITECTURE, INC.:

HOURLY RATES:

Professional services (including portal to portal domestic travel time) performed on an hourly basis will be billed at the fol lowing personnel rates.

Corporate Principal
Principal
Senior Associate
Associate
CADD Technician I
CADD Technician II
Administrative
DIRECT PROJECT EXPENSES:
$200.00/hour
170.00/hour
155.00/hour
140.00/hour
130.00/hour
120.00/hour

85.00/hour
Direct Project Expenses (DPE) shall be bil led to the CLIENT in addition to fees for professional scope of services at the multiplier of 1.15% of actual cost. They include, but may not be limited to, production 'materials' or expenditures on behalf of the project, including: computer related expenses (ie: plotting and digital transfer items); domestic courier delivery service and postage/ shipping/ overnight delivery; facsimile ( outgoing); photography and related supplies; applicable travel expenses (including mi leage at the current IRS rate); in-house printing/reproduction; special insurance coverage; and subconsultants not retained by the CLIENT.

Design Professional Agreement with NUVIS/Exhibit B-Schedule of Fees Page 4 Rev. 04-12-21
Subconsultant Billing Rates:

RJA
CD Design Group

HOURLY RATE SCHEDULE FOR PROFESSIONAL SERVICES
Classification Rate
Senior Project Manager ......... ..... ....... ............ ..... ....... ....... ..... ............ ................. ....... ..... .. .......... ....... $240.00 Proj ect Manager ... ... ... ... ... ... ... ..... ... ..................... ....... ....... ..... ..... ....... ................. ............ .. .......... .......... 224.00 Senior: Engineer, Surveyor, Planner .... ............... .. ..... .. ........... ...... .. ... .. ...... .... ..... .... .................... .. .. ...... 213.00 Associate: Engineer, Surveyor, Planner ............ ....... ............... ........ ..... ........ .. ...... ..... ............ ..... .... 198.00 Engineer, Surveyor, Planner .. ... ... ........................ .. ..... ....... ..... ..... .... ... ................. .... ... ....... .......... .......... 183.00 Assistant: Engineer, Surveyor, Planner .... ......... ..... ....... ........ ......... ........ .. .. ..... ................. .............. ....... 160.00 Senior Designer/Teclmician .. ... ... ... .......... .......................................... .... .. .. ..... .... ... ...... ............ ...... ....... 164.00 Technician .... ... ..... ... ... ... ............... ........................ ....... ....... ..... ..... ...... .. .... ..... .... .. .. ........... ..... ....... ......... 142.00 Assistant Technician ·····•····•·········•·•····•······•····•····•·•····•·•················•····•················•···········•·•··•·•····•·•······ 122.00 Project Coordinator .... ... ... ... ... .. ... .. ..... .. .... ..... ....... ....... ....... ..... ..... ...... .. .... ..... .... .. .. .... ....... ..... ....... ......... 11 2.00 Administrative Assistant ..... .. .......................... ........... ........... ..... ...... ... ................. .......... ............. .......... .. 95.00 Clerical .. ... ... ... ..... ... ... ... ... ... .... .... ....... .. ............... .. ..... .. .. ......... .... .... ... .. ...... ......... .... ......... ........... .. .......... 72 .00 Field Survey Manager ................ ....... .... ................. .. ..... ............ ..... .... .... ............. ................. .......... ....... 197.00 1-Person Survey Crew ... ... ...... ..... ....... ................. ............................... ................. ............. ........ ............. 180.00 2-Person Survey Crew ... ... .... .. .. ... .. ....................... ....... ....... ..... ..... ...... .. .... ..... .... .. .. .... .... ... ..... ....... ......... 283.00 3-Person Survey Crew ... ... .... .. .. ... .. ....................... ....... ....... ..... ..... ...... .. .... ..... .... .. .. ........ ... ..... ....... ......... 340.00 Principal .... ... ... ..... ... ... ... ... ... ... .. ... ............. ..... ....... ...... ......... ..... .... .... .. ...... ..... ... ... ... ... ... ............... ... ....... 250.00 Deposition/Court Appearance .. .. .............. ........... ....... ........... ..... ...... ... ........... rates are available upon request EXPE 1SE SCHEDULE
Bond Copy (24"x36") ... ....................................... ....... ....... ..... ..... ...... .. .... ..... .... .. .. ................ ........ $1.50 each Color/mylar plot (small, medium) ..... .. ...... .... .... $10.00 each Color/mylar plot (large) ... ... .......................... ....... ... .... ...... ........... .... .. ... ... ..... ...... ............. ..... ... ..... $50.00 each Xerox copy ... .. . .. . ... . ... ... ... .. ... .. .. .. . .. .. ... .. ... .. .. .. ... . .. . .... $0.15 each Color xerox copy (8½ x 11 or 11 x 17) .... ..... ....... ....... ..... ..... ....... ...... .. .... ..... ... ... .. ........ ... ..... ... ....... $0.50 each Client-Requested Overtime ...... .. ...... ....... .................. ........... ..... ...... ... ............... .......... Hourly Rate plus 25% All other expenses, including:

Delivery Service
Outside Reproduction
Mileage - Auto
Outside Consultants
Actual Cost plus 15%
Travel & Expenses
Filing or Permit Fees
Conference Call Expenses
Services to be at our standard hourly rates or at a mutually agreed upon fixed amount.

Our standard hourly rates are as follows:

Sr. Principal, Principal
CAD Design/Draft
Administrative
$95.00/hr
$65.00/hr
$45.00/hr
Design Professional Agreement with NUVIS/Exhibit B-Schedule of Fees Page 5 Rev. 04-12-21
ENGEO
Land Design Group Landscape Architects
President ..................................................................................................................................... $410.00 per hour Principal ....................................................................................................................................... $315.00 per hour Associate ..................................................................................................................................... $265.00 per hour Senior Engineer/Geologist/Seismologist/Project Manager ........................................................ $230.00 per hour Project Engineer/Geologist/Seismologist/Manager .................................................................... $208.00 per hour Environmental Scientist.. ............................................................................................................. $190.00 per hour Staff Engineer/Geologist/Seismologist ....................................................................................... $188.00 per hour Assistant Engineer ...................................................................................................................... $145.00 per hour Construction Services Manager .................................................................................................. $180.00 per hour· Senior Field Representative 11. .................................................................................................... $160.00 per hour*/** Senior Field Representative 1. ..................................................................................................... $144.00 per hour*/** Field Representative ................................................................................................................... $133.00 per hour*/** Environmental Technician ........................................................................................................... $133.00 per hour*/** Senior Laboratory Technician ..................................................................................................... $160.00 per hour Laboratory Technician ................................................................................................................. $145.00 per hour Senior CAD Specialist ................................................................................................................. $160.00 per hour Senior GIS Analyst ...................................................................................................................... $170.00 per hour GIS Analyst.. ................................................................................................................................ $163.00 per hour CAD Specialist ............................................................................................................................ $145.00 per hour Network Administrator ................................................................................................................. $205.00 per hour Project Assistant.. ........................................................................................................................ $123.00 per hour

FEE SCHEDULE
(2021)
Senior Principal $ 170.00/Hr.

Principal $ 150.00/Hr.

Senior Associate $ 118.00/Hr.

Associate $ 110.00/Hr.

LCAD $ 95.00/Hr.

LCAD II $ 85.00/Hr.

Administration Time $ 70.00/Hr.

Design Professional Agreement with NUVIS/Exhibit B-Schedule of Fees Page 6 Rev. 04-12-21
Activewayz Engineering
HortScience | Bartlett Consulting
Classification
ACTIVEW AYZ ENGINEERING (2021)
Project Manager
Project Engineer
Design Engineer
Engineering Technician
Project Coordinator
Managing Consultants
Consultants
Arborist
CAD/GIS Specialist
Administrative Assistant
$220.00
$180.00
$150.00
$150.00
$70.00
Billing Rate
$198/hr
$168/hr
$124/hr
$60/hr
$60/hr
Design Professional Agreement with NUVIS/Exhibit E-Milestone Schedule Page 1 Rev. 04-12-21

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
NUVIS LANDSCAPE ARCHITECTURE, INC.

FOR

CENTRAL PARK NEW ENTRANCE, ACCESS, AND PARKING IMPROVEMENTS

PROJECT

REVISED EXHIBIT E

MILESTONE SCHEDULE
Phase I Duration
Preliminary Engineering/Evaluation 7 weeks
Community Outreach Package 5 weeks
Parks and Recreation Commission & City Council Meeting 5 weeks Phase II
65% Construction Documents (including 4 weeks City review) 10 weeks 95% Construction Documents (including 4 weeks City review) 10 weeks 95% Construction Documents for Pavilion Parking Lot (including 4 weeks City review)
9 weeks
100% Construction Documents (including 4 weeks City review) 9 weeks 100% Construction Documents for Pavilion Parking Lot (including 4 weeks City review)
9 weeks
Bid Documents (including 3 weeks City review) 8 weeks
Provide clarifications and assistance during the bidding phase to satisfactorily answer any questions from prospective bidders 2 days response
time
Prepare Record Drawing 2 weeks
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-191 Agenda Date: 6/25/2024

REPORT TO COUNCIL AND STADIUM AUTHORITY BOARD

SUBJECT
Action on a Standard Agreement with the California Highway Patrol for Traffic Management and Law Enforcement Services Related to Levi’s Stadium Events

COUNCIL PILLARS
Deliver and Enhance High Quality Efficient Services and Infrastructure Ensure Compliance with Measure J and Manage Levi’s Stadium

BACKGROUND
On May 6, 2014, the City Council approved a standard agreement with the California Highway Patrol (CHP) for traffic management and support services provided by the CHP for special events at Levi’s Stadium. CHP duties include traffic management, air operations, SWAT, bicycle patrol, and crowd control. Through the Standard Agreement including the State’s mandatory “General Terms and Conditions” (some of which are inapplicable to the present agreement) the City is required to indemnify and defend the State for claims resulting from injury or damage caused by City employees in connection with CHP’s services. The terms and conditions of the agreement are not negotiable.

The term of the original agreement was July 1, 2014 through June 30, 2016, totaling $1,724,811.

When this agreement was initially established, the Police Department estimated 23 events that would require CHP services. On July 14, 2015, the City Council approved Amendment No. 1 to increase the funding of the original agreement by $1,000,000 to $2,724,811 over the same term to address the increase in events over the preliminary projection. The amendment addressed the revised projection of 45 events scheduled during the contract period.

On July 19, 2016, the City Council approved Amendment No. 2 to extend the term of the agreement with CHP for an additional 24 months, retroactive to June 30, 2016 and extending through June 30, 2018. Amendment No. 2 increased the agreement by $1,700,000, for a total not to exceed amount of $4,424,811.

On June 12, 2018, the City Council approved Amendment No. 3 to extend the term of the agreement with CHP from July 1, 2018 through June 30, 2020. Amendment No. 3 added $1,500,000 for a maximum amount not to exceed $5,924,811.

On June 23, 2020, the City Council approved Amendment No. 4 which added $2,500,000 to the agreement, extended the term from July 1, 2020 through June 30, 2022 and adjusted the maximum amount not to exceed $8,424,811.

Most recently, Amendment No. 5 extended the term of the agreement for traffic management and support related services from June 30, 2022 to June 30, 2024 and added $2,875,189 for a total not to City of Santa Clara Page 1 of 4 Printed on 6/21/2024
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24-191 Agenda Date: 6/25/2024
exceed amount of $11,300,000. All other terms and conditions remained the same; during this timeframe the Police Department continued to receive the CHP’s annual salary and benefit overtime rate sheet by classification according to the collective bargaining agreement.

The costs associated with the CHP’s services at the Stadium are required to be reimbursed to the City in accordance with Measure J. From July 2014 through March 2024, approximately $9,370,047 in CHP services have been paid and subsequently reimbursed.

A new Standard Agreement with CHP for traffic management and law enforcement services for Levi’s Stadium events with a not to exceed amount of $5,000,000 over a four-year term is being presented to the Council for its approval.

DISCUSSION
Levi’s Stadium has been the host to 185 public events with an attendance of over 20,000 since its opening in August 2014.

As the lead law enforcement agency, the Police Department secures local, State, and Federal resources, as necessary, to implement security measures, and corresponding contingency plans, in anticipation of the events currently planned at Levi’s Stadium. This includes, but is not limited to, mitigating traffic congestion for event patrons and local traffic, providing a safe venue for attendees, performers, and stadium personnel as well as preventing intrusion into neighborhoods while maintaining access to adjacent business properties. The Police Department is also the lead in obtaining the necessary approvals required to enter into agreements with law enforcement partners.

The CHP has been an essential public safety partner in the implementation of the traffic management and event plans for Levi’s Stadium events. Since 2014, CHP has provided vehicles, radios, personnel, and other necessary equipment for traffic management and related support services on Highway 101 and Route 237, which they have jurisdiction over. In addition, CHP is also instrumental in helping the Police Department obtain threat intelligence information.

The number of CHP personnel necessary to implement the plans varies according to the event type, day and time, anticipated attendance, dignitaries present, intelligence gathered, and potential threat (s). The standard agreement requires compensation to be paid according a CHP hourly employee cost (e.g., salary, benefits, overhead, etc.) from their home station to their return to the home station, including mileage.

In Fiscal Year 2023/24, there were 12 NFL events and six non-NFL events. The average CHP cost was approximately $49,576 per NFL event and $48,153 per non-NFL event.

As of the writing of this report, there are 14 events scheduled for Fiscal Year 2024/25 (10 NFL events and four non-NFL events); it is unknown how many additional event(s) may be scheduled over this timeframe. In addition, there are seven significant events scheduled (e.g., Super Bowl LX and FIFA World Cup 2026) for Fiscal Years 2025/26 and 2026/27; a separate Agreement will be crafted to address these events with the CHP and other entities as needed. As written, this new Agreement is for traffic management and law enforcement services over a four-year term from July 1, 2024 to June 30, 2028 with a not to exceed amount of $5,000,000. All other terms and conditions will remain the same, and the City will reimburse CHP based on the agency’s rates, including any rate increases in salary and benefits which are governed by the agency’s respective collective bargaining agreements.

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24-191 Agenda Date: 6/25/2024
Below is a schedule of upcoming major events at Levi’s Stadium:

DAY / DATE EVENT
July 2, 2024 COPA America - Brazil vs Colombia
July 17, 2024 Rolling Stones
July 24, 2024 Chelsea FC vs Wrexham AFC
July 27, 2024 San Jose Earthquakes vs Chivas Guadalajara August 18, 2024 San Francisco 49ers vs New Orleans Saints September 9, 2024 San Francisco 49ers vs New York Jets
September 29, 2024 San Francisco 49ers vs New England Patriots October 6, 2024 San Francisco 49ers vs Arizona Cardinals October 20, 2024 San Francisco 49ers vs Kansas City Chiefs October 27, 2024 San Francisco 49ers vs Dallas Cowboys
November 17, 2024 San Francisco 49ers vs Seattle Seahawks December 8, 2024 San Francisco 49ers vs Chicago Bears
December 12, 2024 San Francisco 49ers vs Los Angeles Rams December 30, 2024 San Francisco 49ers vs Detroit Lions
February 2026 Super Bowl LX*
June 13, 2026 FIFA World Cup 2026*
June 16, 2026 FIFA World Cup 2026*
June 19, 2026 FIFA World Cup 2026*
June 22, 2026 FIFA World Cup 2026*
June 25, 2026 FIFA World Cup 2026*
July 1, 2026 FIFA World Cup 2026*
* As noted above, a separate agreement with the CHP and other agencies will be drafted to support these events.

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

FISCAL IMPACT
This Standard Agreement with CHP for traffic management and law enforcement services for Levi’s Stadium events is for a not to exceed amount of $5,000,000 over four years, July 1, 2024 - June 30, 2028, to provide necessary traffic management and related support services at the venue. Funding for this agreement has been factored into the Fiscal Year 2024/25 Non-Departmental operating budget appropriation, subject to approval. For future Fiscal Years, funding for this agreement will likewise be subject to the appropriation of funds.

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24-191 Agenda Date: 6/25/2024
Per Measure J, the City cannot be liable for the obligations of the Stadium Authority, including operating expenses. As such, all public safety services for Levi’s Stadium events provided by or paid for by the City, including specialized traffic management and law enforcement services provided through this Agreement, will be reimbursed to the City by the 49ers and Stadium Authority for their respective events.

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

RECOMMENDATION
Authorize City Manager to execute the Standard Agreement with the California Highway Patrol for traffic management and law enforcement services for Levi’s Stadium events, in an amount not to exceed $5,000,000 over a four-year term (July 1, 2024 - June 30, 2028).

Reviewed by: Pat Nikolai, Chief of Police
Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Proposed State of California Standard Agreement

2. Exhibit C General Terms and Conditions (GTC 04/2017) City of Santa Clara Page 4 of 4 Printed on 6/21/2024
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Cover Letter_0119.xft

DEPARTMENT OF CALIFORNIA HIGHWAY PATROL
State of California—Transportation Agency GAVIN NEWSOM, Governor Subject: Agreement Number
May 30, 2024
(800) 735-2922 (Voice)
(800) 735-2929 (TT/TDD)
(916) 843-3610
Sacramento, CA  95811
601 N. 7th Street
Contract Services Unit
Business Services Section
24R340002-0
City of Santa Clara (Santa Clara Police Department)
601 El Camino Real
Contract Analyst

KELLIE AU
Enclosures
Contract status.

Letter of Agreement. Sign and return both copies.

CHP 78V, Conflict of Interest & CHP 116, Darfur Certification STD. 213, Standard Agreement with attached exhibits. Sign the first page of the STD. 213 and email STD. 213A, Standard Agreement
back to Contract Analyst.

Amendment. Sign the first page of the STD. 213A, sign the additional single STD. 213A, and return both copies.

STD. 210, Short Form Contract. Sign and return both copies.

STD. 204, Payee Data Record. Complete and return.

CCC, Contractor Certification Clauses. Complete and return.

Obtain and forward the liability insurance certificate required by the terms of the Agreement.

Resolution, motion, order, or ordinance from the local governing body authorizing this Agreement. STD. 807, Payment Bond. Complete and return one copy.

CHP 28, Voluntary Statistical Data. Complete and return.

The enclosed approved agreement is for your records.
when approved, return an original to this office.

The enclosed agreement is signed on behalf of the Department of California Highway Patrol. Process and Safety, Service, and Security An Internationally Accredited Agency Santa Clara, CA 95050
Letter of Agreement. Sign and return both copies.
return to the above address within ten (10) business days:

Congratulations, you have been awarded the agreement. Please complete the following marked item(s) and I I I I I I 1~ I 1~ I I I 1~

2. The term of this Agreement is:

SCO ID: 2720-24R340002
STATE OF CALIFORNIA- DEPARTMENT OF GENERAL SERVICES ~-----------~-------------~

STANDARD AGREEMENT AGREEMENT NUMBER
24R340002
PURCHASING AUTHORITY NUMBER (If Applicable)
STD 213 (Rev. 04/2020)

1. This Agreement is entered into between the Contracting Agency and the Contractor named below:

CONTRACTING AGENCY NAME
Department of California Highway Patrol

CONTRACTOR NAME
City of Santa Clara

START DATE
07/01/2024

THROUGH END DATE
06/30/2028

3. The maximum amount of this Agreement is:
$5,000,000.00 (Five Millions Dollars and Zero Cents)

4. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made a part of the Agreement.

Exhibits Title
Exhibit A Scope of Work
Exhibit B Budget Detail and Payment Provisions
Exhibit C * General Terms and Conditions (GTC) 04/2017
+
- Exhibit D Special Terms and Conditions -
Items shown with an asterisk (*), are hereb y incoi p orated b y reference and made p g art of this a reement as if attached hereto.

These documents can be viewed at https://www.dgs.ca.gov/OLS/Resources IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO.

CONTRACTOR
CONTRACTOR NAME (if other than an individual, state whether a corporation, partnership, etc.) City of Santa Clara

CONTRACTOR BUSINESS ADDRESS
601 El Camino Real

PRINTED NAME OF PERSON SIGNING

CONTRACTOR AUTHORIZED SIGNATURE

STATE OF CALIFORNIA

CONTRACTING AGENCY NAME
Department of California Highway Patrol

CONTRACTING AGENCY ADDRESS
601 North 7th Street

PRINTED NAME OF PERSON SIGNING

CONTRACTING AGENCY AUTHORIZED SIGNATURE

CALIFORNIA DEPARTMENT OF GENERAL SERVICES APPROVAL
CITY
Santa Clara
TITLE

DATE SIGNED
CITY
Sacramento
TITLE

DATE SIGNED
EXEMPTION (If Applicable)
Pages
2 1
*
2 STATE ZIP
CA 95050

STATE ZIP
CA 95811

City of Santa Clara
and Department of California Highway Patrol
Agreement #24R340002
Exhibit A page 1 of 2

EXHIBIT A
(Standard Agreement)

SCOPE OF WORK

1. The Contractee, City of Santa Clara agrees to reimburse the Department of California Highway Patrol (CHP) for costs associated with traffic control related services for planned events at the Levi’s Stadium provided by the CHP San Jose Area office.

2. The services shall be provided during:

The hours of duty performed by CHP Peace Officer(s) under this Agreement are those mutually agreed upon by the Project Representatives listed below, or designees. Any changes to the proposed plan such as additional hours, dates, and sites for traffic control can be requested and/or on an “as needed” basis and must be mutually agreed upon by the local CHP command and the City of Santa Clara.

3. The services shall be provided at:

Levi’s Stadium
4900 Marie P Debartolo Way
Santa Clara, CA 95054

4. The Project Representatives during the term of this Agreement will be:

STATE AGENCY
Department of California Highway Patrol

CONTRACTEE
City of Santa Clara NAME
Sean Fitzgerald, Lieutenant
NAME
Patrick Nikolai, Chief of Police

TELEPHONE NUMBER
(408) 961-0900
EMAIL
[email protected]

TELEPHONE NUMBER
(408) 615-4890

FAX NUMBER
(408) 261-9165
Direct all inquiries to:

STATE AGENCY
Department of California Highway Patrol

CONTRACTEE
City of Santa Clara SECTION/UNIT
Business Services Section/CSU

SECTION/UNIT
Santa Clara Police Department ATTENTION
Kellie Au, Contract Analyst

ATTENTION
Richard Fitting, Captain

ADDRESS
601 North 7th Street
Sacramento, CA 95811

ADDRESS
601 El Camino Real
Santa Clara, CA 95050 TELEPHONE NUMBER
(916) 843-4344
EMAIL
[email protected]

TELEPHONE NUMBER
(408) 615-4804
EMAIL
[email protected]
I I
City of Santa Clara
and Department of California Highway Patrol
Agreement #24R340002
Exhibit A page 2 of 2

EXHIBIT A
(Standard Agreement)
SCOPE OF WORK (Continued)

4. Detailed description of work to be performed:

A. CHP San Jose Area office shall provide CHP Peace Officer(s) with vehicles and coordinate traffic control. CHP Peace officer(s) may assist with other public safety needs, including but not limited to fixed or mobile positions to support law enforcement event operations. Should the CHP San Jose Area be unable to fill the necessary staffing, the shortage of CHP Peace Officers will be utilized from out-of-Area uniformed personnel.

B. The traffic enforcement service to be performed by CHP Peace Officer(s) under this Agreement, including the standards of performance, discipline and control thereof, shall be the responsibility of CHP.

C. It is understood by City of Santa Clara that billing of CHP Peace Officer(s) time shall be from portal to portal (CHP Area office to the service location and return to CHP Area office) except as specified in Item D.

D. If the CHP Peace Officer(s) has reported to the assigned location and has worked less than four (4) hours, City of Santa Clara agrees to pay every assigned CHP Peace Officer(s) a minimum of four (4) hours overtime. Exception: This does not apply to those cases when the hours worked is part of an extended shift.

E. If the CHP Peace Officer(s) report(s) to the assigned service location and if for any reason CHP reassigns the Peace Officer(s) away from the service location, City of Santa Clara will be billed only for the Peace Officer(s) actual time incurred from the CHP Area office to the service location and for the time spent at the assigned service location covered under this Agreement.

5. CANCELLATION
A. City of Santa Clara shall not be charged for service cancellations made more than twenty-four (24) hours prior to the scheduled assignment.

B. City of Santa Clara agrees that if service cancellation is made within twenty-four (24) hours prior to the scheduled assignment and the assigned CHP Peace Officer(s) cannot be notified of such service cancellation, a minimum of four (4) hours overtime shall be charged for each assigned CHP Peace Officer.

C. City of Santa Clara agrees that if service cancellation is made within 24 hours prior to the scheduled assignment and CHP officer(s) is notified of such service cancellation, City of Santa Clara shall only be charged a short notice service cancellation fee of $50.00 per assigned CHP Peace Officer(s).

D. All service cancellation notices to CHP must be made during normal CHP business hours of 8:00 a.m. to 5:00 p.m., Monday through Friday, excluding State holidays.

E. The CHP agrees to make reasonable efforts to notify the assigned CHP Peace Officer(s) of the service cancellation.

City of Santa Clara
and Department of California Highway Patrol
Agreement #24R340002
Exhibit B page 1 of 1

EXHIBIT B
(Standard Agreement)

BUDGET DETAIL AND PAYMENT PROVISIONS

1. Invoicing and Payment
A. The CHP shall provide City of Santa Clara with an itemized invoice which details all CHP costs for traffic control services under this Agreement.

Monthly itemized invoices will be submitted in duplicate to:

City of Santa Clara
Santa Clara Police Department
601 El Camino Real
Santa Clara, CA 95050
Attn: Jenifer Silveria, Office Specialist
Phone: (408) 615-4814
City of Santa Clara agrees to pay CHP within thirty (30) days after the date of the invoice.

B. In consideration for the traffic control services contained here, the City of Santa Clara agrees to reimburse the CHP upon receipt of an itemized invoice, for both the actual hours worked by CHP Peace Officer(s) (at the overtime rate described below), and at the time services are provided.

The rates indicated in this Agreement are for estimate purposes only. It is understood by both parties that rate increases in salary and benefits are governed by collective bargaining agreements and/or statute and that no advance written notification is necessary prior to implementing the increased rates. In the event the CHP is granted a rate increase, the City of Santa Clara shall pay the increased rate. The following information is the CHP’s Peace Officer(s) overtime and mileage rates effective Fiscal Year 23/24, until superseded:

CLASSIFICATION OVERTIME RATE
CHP Officer $ 122.51 per hour
CHP Sergeant $ 149.05 per hour
M/C Sergeant $ 154.98 per hour
Pilot Officer $ 143.13 per hour
Flight Officer $ 128.01 per hour
Airplane $ 850.62 per hour
CHP Automobile $ 1.66 per mile
CHP Motorcycle $ 1.60 per mile
City of Santa Clara
and Department of California Highway Patrol
Agreement #24R340002
Exhibit D page 1 of 2

EXHIBIT D
(Standard Agreement)

SPECIAL TERMS AND CONDITIONS

1. The CHP and City of Santa Clara agree this Agreement may be canceled by either party with thirty (30) days advance written notice.

2. In the event of an emergency, this Agreement may be canceled by either party without prior notice.

3. The CHP and City of Santa Clara, agree that this Agreement may be amended by written mutual consent of the parties hereto.

4. Unforeseen events may require CHP Peace Officer(s) to expend hours in excess of the original estimate. Any costs in excess of the original estimated amount will be processed by appropriate amendment to the Agreement, to reflect the actual costs incurred.

5. Additional charges may be assessed for CHP supplies, additional equipment utilized, damage to property repaired or replaced at state expense, which are directly related to the services provided herein, but only to the extent such supplies or additional equipment are specifically requested in writing by City of Santa Clara or such need for repair or replacement of property arises directly from City of Santa Clara gross misconduct or willful negligence with respect to the property.

6. Gifts, donations, or gratuities may not be accepted by CHP employees in their own behalf or on behalf of the Department, informal squad club, or other local funds.

7. City of Santa Clara agrees that the awarding department, the Department of General Services, the Bureau of State Audits, or their designated representative shall have the right to review and to copy and records and supporting documentation pertaining to the performance of this Agreement. City of Santa Clara agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated. City of Santa Clara agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, City of Santa Clara agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement. (Gov. Code §8546.7, Pub. Contract Code §10115 et CCR Title 2, Section 1896).

8. Any dispute concerning a question of fact arising under the terms of this agreement which is not disposed within a reasonable period of time (ten days) by the parties normally responsible for the administration of this contract shall be brought to the attention of the Administrative Services Officer (or designated representative) of each organization for joint resolution.

City of Santa Clara
and Department of California Highway Patrol
Agreement #24R340002
Exhibit D page 2 of 2

EXHIBIT D
(Standard Agreement)
SPECIAL TERMS AND CONDITIONS (Continued)

9. The City of Santa Clara agrees to provide CHP with a resolution, motion, order or ordinance of the governing body, which authorizes execution of this Agreement, and indicates the individual who is authorized to sign the Agreement on behalf of City of Santa Clara.

CCC 04/2017

CERTIFICATION
I, the official named below, CERTIFY UNDER PENALTY OF PERJURY that I am duly authorized to legally bind the prospective Contractor to the clause(s) listed below. This certification is made under the laws of the State of California.

Contractor/Bidder Firm Name (Printed) Federal ID Number By (Authorized Signature)
Printed Name and Title of Person Signing
Date Executed Executed in the County of

CONTRACTOR CERTIFICATION CLAUSES

1. STATEMENT OF COMPLIANCE: Contractor has, unless exempted, complied with the nondiscrimination program requirements. (Gov. Code §12990 (a-f) and CCR, Title 2, Section 11102) (Not applicable to public entities.)

2. DRUG-FREE WORKPLACE REQUIREMENTS: Contractor will comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug-free workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.
b. Establish a Drug-Free Awareness Program to inform employees about:
1) the dangers of drug abuse in the workplace;
2) the person's or organization's policy of maintaining a drug-free workplace; 3) any available counseling, rehabilitation and employee assistance programs; and, 4) penalties that may be imposed upon employees for drug abuse violations. c. Every employee who works on the proposed Agreement will:
1) receive a copy of the company's drug-free workplace policy statement; and, 2) agree to abide by the terms of the company's statement as a condition of employment on the Agreement.

Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and Contractor may be ineligible for award of any future State agreements if the department determines that any of the following has occurred: the Contractor has made false certification, or violated the certification by failing to carry out the requirements as noted above. (Gov. Code §8350 et seq.)

3. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: Contractor certifies that no more than one (1) final unappealable finding of contempt of court by a Federal court has been issued against Contractor within the immediately preceding two-year period because of Contractor's failure to comply with an order of a Federal court, which orders Contractor to comply with an order of the National Labor Relations Board. (Pub.

Contract Code §10296) (Not applicable to public entities.)

4. CONTRACTS FOR LEGAL SERVICES $50,000 OR MORE- PRO BONO REQUIREMENT: Contractor hereby certifies that Contractor will comply with the requirements of Section 6072 of the Business and Professions Code, effective January 1, 2003.

Contractor agrees to make a good faith effort to provide a minimum number of hours of pro bono legal services during each year of the contract equal to the lessor of 30 multiplied by the number of full-time attorneys in the firm’s offices in the State, with the number of hours prorated on an actual day basis for any contract period of less than a full year or 10% of its contract with the State.

Failure to make a good faith effort may be cause for non-renewal of a state contract for legal services, and may be taken into account when determining the award of future contracts with the State for legal services.

5. EXPATRIATE CORPORATIONS: Contractor hereby declares that it is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of Public Contract Code Section 10286 and 10286.1, and is eligible to contract with the State of California.

6. SWEATFREE CODE OF CONDUCT:
a. All Contractors contracting for the procurement or laundering of apparel, garments or corresponding accessories, or the procurement of equipment, materials, or supplies, other than procurement related to a public works contract, declare under penalty of perjury that no apparel, garments or corresponding accessories, equipment, materials, or supplies furnished to the state pursuant to the contract have been laundered or produced in whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. The contractor further declares under penalty of perjury that they adhere to the Sweatfree Code of Conduct as set forth on the California Department of Industrial Relations website located at www.dir.ca.gov, and Public Contract Code Section 6108. b. The contractor agrees to cooperate fully in providing reasonable access to the contractor’s records, documents, agents or employees, or premises if reasonably required by authorized officials of the contracting agency, the Department of Industrial Relations, or the Department of Justice to determine the contractor’s compliance with the requirements under paragraph (a).

7. DOMESTIC PARTNERS: For contracts of $100,000 or more, Contractor certifies that Contractor is in compliance with Public Contract Code section 10295.3.

8. GENDER IDENTITY: For contracts of $100,000 or more, Contractor certifies that Contractor is in compliance with Public Contract Code section 10295.35.

DOING BUSINESS WITH THE STATE OF CALIFORNIA
The following laws apply to persons or entities doing business with the State of California.

1. CONFLICT OF INTEREST: Contractor needs to be aware of the following provisions regarding current or former state employees. If Contractor has any questions on the status of any person rendering services or involved with the Agreement, the awarding agency must be contacted immediately for clarification.

Current State Employees (Pub. Contract Code §10410):
1). No officer or employee shall engage in any employment, activity or enterprise from which the officer or employee receives compensation or has a financial interest and which is sponsored or funded by any state agency, unless the employment, activity or enterprise is required as a condition of regular state employment. 2). No officer or employee shall contract on his or her own behalf as an independent contractor with any state agency to provide goods or services.

Former State Employees (Pub. Contract Code §10411):
1). For the two-year period from the date he or she left state employment, no former state officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements or any part of the decision-making process relevant to the contract while employed in any capacity by any state agency. 2). For the twelve-month period from the date he or she left state employment, no former state officer or employee may enter into a contract with any state agency if he or she was employed by that state agency in a policy-making position in the same general subject area as the proposed contract within the 12-month period prior to his or her leaving state service.

If Contractor violates any provisions of above paragraphs, such action by Contractor shall render this Agreement void. (Pub. Contract Code §10420) Members of boards and commissions are exempt from this section if they do not receive payment other than payment of each meeting of the board or commission, payment for preparatory time and payment for per diem. (Pub. Contract Code §10430 (e))

2. LABOR CODE/WORKERS' COMPENSATION: Contractor needs to be aware of the provisions which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions, and Contractor affirms to comply with such provisions before commencing the performance of the work of this Agreement. (Labor Code Section 3700)

3. AMERICANS WITH DISABILITIES ACT: Contractor assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et seq.)

4. CONTRACTOR NAME CHANGE: An amendment is required to change the Contractor's name as listed on this Agreement. Upon receipt of legal documentation of the name change the State will process the amendment. Payment of invoices presented with a new name cannot be paid prior to approval of said amendment.

5. CORPORATE QUALIFICATIONS TO DO BUSINESS IN CALIFORNIA:
a. When agreements are to be performed in the state by corporations, the contracting agencies will be verifying that the contractor is currently qualified to do business in California in order to ensure that all obligations due to the state are fulfilled. b. "Doing business" is defined in R&TC Section 23101 as actively engaging in any transaction for the purpose of financial or pecuniary gain or profit. Although there are some statutory exceptions to taxation, rarely will a corporate contractor performing within the state not be subject to the franchise tax.
c. Both domestic and foreign corporations (those incorporated outside of California) must be in good standing in order to be qualified to do business in California. Agencies will determine whether a corporation is in good standing by calling the Office of the Secretary of State.

6. RESOLUTION: A county, city, district, or other local public body must provide the State with a copy of a resolution, order, motion, or ordinance of the local governing body which by law has authority to enter into an agreement, authorizing execution of the agreement.

7. AIR OR WATER POLLUTION VIOLATION: Under the State laws, the Contractor shall not be: (1) in violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district; (2) subject to cease and desist order not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or (3) finally determined to be in violation of provisions of federal law relating to air or water pollution.

8. PAYEE DATA RECORD FORM STD. 204: This form must be completed by all contractors that are not another state agency or other governmental entity.

General Terms and Conditions (GTC 04/2017)

EXHIBIT C

1. APPROVAL: This Agreement is of no force or effect until signed by both parties and approved by the Department of General Services, if required. Contractor may not commence performance until such approval has been obtained.

2. AMENDMENT: No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or Agreement not incorporated in the Agreement is binding on any of the parties.

3. ASSIGNMENT: This Agreement is not assignable by the Contractor, either in whole or in part, without the consent of the State in the form of a formal written amendment.

4. AUDIT: Contractor agrees that the awarding department, the Department of General Services, the Bureau of State Audits, or their designated representative shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement. Contractor agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated. Contractor agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement. (Gov. Code §8546.7, Pub. Contract Code §10115 et seq., CCR Title 2, Section 1896).

5. INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, suppliers, laborers, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by Contractor in the performance of this Agreement.

6. DISPUTES: Contractor shall continue with the responsibilities under this Agreement during any dispute.

7. TERMINATION FOR CAUSE: The State may terminate this Agreement and be relieved of any payments should the Contractor fail to perform the requirements of this Agreement at the time and in the manner herein provided. In the event of such termination the State may proceed with the work in any manner deemed proper by the State. All costs to the State shall be deducted from any sum due the Contractor under this Agreement and the balance, if any, shall be paid to the Contractor upon demand.

8. INDEPENDENT CONTRACTOR: Contractor, and the agents and employees of Contractor, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the State.

9. RECYCLING CERTIFICATION: The Contractor shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post-consumer material as defined in the Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to the State regardless of whether the product meets the requirements of Public Contract Code Section 12209. With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply (Pub. Contract Code §12205).

10. NON-DISCRIMINATION CLAUSE: During the performance of this Agreement, Contractor and its subcontractors shall not deny the contract’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Contractor shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs., tit. 2, §11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§11135-11139.5), and the regulations or standards adopted by the awarding state agency to implement such article. Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the awarding state agency upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or Agency shall require to ascertain compliance with this clause. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, §11105.)
Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement.

11. CERTIFICATION CLAUSES: The CONTRACTOR CERTIFICATION CLAUSES contained in the document CCC 04/2017 are hereby incorporated by reference and made a part of this Agreement by this reference as if attached hereto.

12. TIMELINESS: Time is of the essence in this Agreement.

13. COMPENSATION: The consideration to be paid Contractor, as provided herein, shall be in compensation for all of Contractor's expenses incurred in the performance hereof, including travel, per diem, and taxes, unless otherwise expressly so provided.

14. GOVERNING LAW: This contract is governed by and shall be interpreted in accordance with the laws of the State of California.

15. ANTITRUST CLAIMS: The Contractor by signing this agreement hereby certifies that if these services or goods are obtained by means of a competitive bid, the Contractor shall comply with the requirements of the Government Codes Sections set out below.
a. The Government Code Chapter on Antitrust claims contains the following definitions:
1) "Public purchase" means a purchase by means of competitive bids of goods, services, or materials by the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision (c) of Section 16750 of the Business and Professions Code.
2) "Public purchasing body" means the State or the subdivision or agency making a public purchase. Government Code Section 4550. b. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder.

Government Code Section 4552.
c. If an awarding body or public purchasing body receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part of the bid price, less the expenses incurred in obtaining that portion of the recovery. Government Code Section 4553. d. Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the cause of action. See Government Code Section 4554.

16. CHILD SUPPORT COMPLIANCE ACT: For any Agreement in excess of $100,000, the contractor acknowledges in accordance with Public Contract Code 7110, that:
a. The contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and
b. The contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department.

17. UNENFORCEABLE PROVISION: In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby.

18. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of $200,000, the Contractor shall give priority consideration in filling vacancies in positions funded by the Contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Pub. Contract Code §10353.

19. SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REPORTING REQUIREMENTS:
a. If for this Contract Contractor made a commitment to achieve small business participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract) report to the awarding department the actual percentage of small business participation that was achieved. (Govt. Code § 14841.)
b. If for this Contract Contractor made a commitment to achieve disabled veteran business enterprise (DVBE) participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract) certify in a report to the awarding department: (1) the total amount the prime Contractor received under the Contract; (2) the name and address of the DVBE(s) that participated in the performance of the Contract; (3) the amount each DVBE received from the prime Contractor; (4) that all payments under the Contract have been made to the DVBE; and (5) the actual percentage of DVBE participation that was achieved. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. & Vets. Code § 999.5(d); Govt. Code § 14841.)

20. LOSS LEADER: If this contract involves the furnishing of equipment, materials, or supplies then the following statement is incorporated: It is unlawful for any person engaged in business within this state to sell or use any article or product as a “loss leader” as defined in Section 17030 of the Business and Professions Code. (PCC 10344(e).)
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-528 Agenda Date: 6/25/2024

REPORT TO COUNCIL

SUBJECT
Action on Authorizing the Use of City Electric Forces for Public Works Projects at Various Locations

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

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

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

Estimate Number: 39347
Location: Winchester Boulevard at Market Street and Bellomy Street Type of Service: New Business
Description of Work: Install ± 100' low voltage service cable, 6 - service splices, 2 - 200A service meters.

Estimated Cost: $3,873
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 39348
Location: Benton Street at Monroe Street
Type of Service: New Business
Description of Work: Install ± 60' low voltage service cable, 3-service splices, 1-200A service City of Santa Clara Page 1 of 3 Printed on 6/21/2024
powered by Legistar™
24-528 Agenda Date: 6/25/2024
meters.

Estimated Cost: $1,998
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 39349
Location: Monroe Street to Bellomy Street
Type of Service: New Business
Description of Work: Install ± 60' low voltage service cable, 3-service splices, 1-200A service meters.

Estimated Cost: $1,998
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to the section 15303 (Class 3 - New Construction or Conversion of Small Structures) of Title 14 of the California Code of Regulations as the proposed work involves the construction or installation of a limited number of small electric utility facilities.

FISCAL IMPACT
The funds to support the staff time for work performed by SVP and related construction materials for the work detailed in this report are included in the FY 2023/24 Adopted CIP Budget, $7,869 in the New Business Estimate Work project in the Electric Utility Capital Fund. All referenced work will be performed with City Silicon Valley Power staff. Some work associated with encroachment permits may be performed by the Department of Public Works (DPW). DPW costs are recovered through payment of permit fees.

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

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

2. Declare and determine in accordance with Section 1310 of the City Charter that the public works located at Winchester Boulevard at Market Street and Bellomy Street, Benton Street at Monroe City of Santa Clara Page 2 of 3 Printed on 6/21/2024
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24-528 Agenda Date: 6/25/2024
Street, and Monroe Street to Bellomy 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 these public works consistent with this authorization.

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
24-563 Agenda Date: 6/25/2024

REPORT TO COUNCIL

SUBJECT
Adopt a Resolution Accepting the California Department of Alcoholic Beverage Control Grant and Authorizing the City Manager to Execute Grant Related Documents and Approve the Related Budget Amendment

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The California Department of Alcoholic Beverage Control (ABC) administers the provisions of the Alcoholic Beverage Control Act in a manner that fosters and protects the health, safety, welfare and economic well-being of the people of the State.

In 1995, ABC embarked on a new approach to broaden and increase the level of alcoholic beverage law enforcement by working in partnership with cities and counties through the Grant Assistance to Local Law Enforcement Program (GAP). The mission of the GAP is to work with law enforcement agencies to develop an effective, comprehensive and strategic approach to eliminating the crime and public nuisance problems associated with problem alcoholic beverage outlets and then institutionalize those approaches within the local law enforcement agencies.

Over the past ten years, the Police Department has been awarded five grants to curb alcohol-related challenges in our community totaling $370,904.

Fiscal Year Award Amount
2014 / 2015 $75,000
2015 / 2016 * $92,230
2016 / 2017 * $49,486
2017 / 2018 $79,120
2023 / 2024 $75,068
TOTAL $370,904
* ABC awarded the Santa Clara Police Department Significant Achievement Awards associated with grant-related work in Fiscal Years 2015/16 and 2016/17.

DISCUSSION
On March 19, 2024, the Police Department submitted an application for $99,488 for the Fiscal Year 2024/25 California Alcoholic Beverage Control Alcohol Policing Partnership Grant (APP) (formerly the GAP program). On May 19, 2024, the Police Department was informed it is a recipient of such City of Santa Clara Page 1 of 4 Printed on 6/21/2024
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funding. This notice informed staff a meeting was pending with ABC personnel, and requested staff register for the APP conference and begin the approval process for accepting the award; a Grant Agreement is pending following a meeting with ABC personnel.

This APP award is effective from July 1, 2024 through June 30, 2025 and is intended to address the following alcohol-related goals:
· To foster and protect the health, safety, welfare and economic well-being of the City’s residents, visitors and business community, supporting the mission of the Department of Alcoholic Beverage Control;
· To ensure alcoholic beverage license holders meet their licensing requirements and initiate enforcement operations with regulatory mandates in mind; and · To become a model to other law enforcement agencies.

Through the Fiscal Year 2024/25 APP grant cycle, the following objectives have been established to support the identified goals:
· Participate in the APP conference (required as a grant awardee); · Disseminate community messages via the web and social media to include, but not limited to, kick-off Press Release, public service announcements and pre and post operation details; · Utilize patrol briefings to conduct training on alcohol-related legislation and trends; · Conduct IMPACT Inspections of ABC Licensed Premises;
· Conduct saturation patrols to address licensing and regulatory mandates at Levi's Stadium*; · Conduct Minor Decoy operations;
· Conduct Shoulder Tap operations;
· Conduct Bicycle / Walking Patrols in and around the Santa Clara University footprint; · Engage in regular communication with ABC District staff, and implement a multi-agency approach to the above operations; and
· Prepare and submit monthly reporting requirements in a timely and thorough fashion *It should be noted, the cost for ABC agent(s) to conduct saturation patrols is not borne by the City of Santa Clara or the ABC grant. In the case of this grant objective, law enforcement personnel (e.g., Special Event Police Officer or Police Officer) may escort ABC agent(s) on the premises prior to, during and/or following Levi’s Stadium events, to conduct routine alcohol/drug enforcement action and address problematic behavior. The associated personnel expense is reimbursable through the ABC grant.

It is not uncommon for the Police Department to apply for grant(s) to secure equipment, conduct enforcement operations and/or pay for specialized training, some of which is directly related to having a venue of this size and visibility in the city. In these cases, the grant will reimburse the police officer’s time to ensure the City remains in compliance with Measure J.

This Report to Council is intended to adopt a formal Resolution outlining the terms and conditions of the APP grant, accept the APP grant, authorize the City Manager to execute grant related documents and approve the related budget amendment.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(5) in that it is a City of Santa Clara Page 2 of 4 Printed on 6/21/2024
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24-563 Agenda Date: 6/25/2024
governmental organizational or administrative activity that will not result in direct or indirect changes in the environment.

FISCAL IMPACT
ABC APP grant funding in the amount of $75,381 will create overtime opportunities for Police Department personnel to address education and enforcement initiatives to mitigate the crime and public nuisance challenges associated with alcoholic beverage outlets. The table below details the budget action for FY 2024/25, which is subject to the approval of the FY 2024/25 operating budget.

Budget Amendment
FY 2024/25
Current Increase/
(Decrease)
Revised
Police Operating Grant Trust Fund
Revenue
Grant Funding $0 $75,381 $75,381
Expenditure
Alcoholic Policing Partnership
Grant 2024/25
$0 $75,381 $75,381

COORDINATION
This report has been coordinated with the Finance Department, Police 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. Adopt the Resolution accepting the California Department of Alcoholic Beverage Control Grant to be utilized to fund a variety of overtime assignments to curb alcohol-related challenges in our community, and authorizing the City Manager to execute all grant-related documents; and

2. Approve the FY 2024/25 budget amendment in the Police Operating Grant Trust Fund to recognize grant funding in the amount of $75,381 and establish an Alcohol Policing Grant Partnership Grant 2024/25 appropriation in the amount of 75,381 (five affirmative Council votes required to appropriate additional revenue).

Reviewed by: Pat Nikoali, Chief of Police
Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS
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24-563 Agenda Date: 6/25/2024

1. Grant Agreement

2. Exhibits

3. ABC Resolution
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2. The term of this Agreement is:

SCO ID: 2100-24APP44
STATE OF CALIFORNIA- DEPARTMENT OF GENERAL SERVICES ~-----------~-------------~

STANDARD AGREEMENT
STD 213 (Rev. 04/2020)

AGREEMENT NUMBER
24-APP44
PURCHASING AUTHORITY NUMBER (If Applicable)
ABC-2100

1. This Agreement is entered into between the Contracting Agency and the Contractor named below:

CONTRACTING AGENCY NAME
Department of Alcoholic Beverage Control

CONTRACTOR NAME
City of Santa Clara through the Santa Clara Police Department

START DATE
July 1, 2023

THROUGH END DATE
June 30, 2024

3. The maximum amount of this Agreement is:
$75,381 .00 Seventy five thousand three hundred eighty one dollars and no cents

4. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made a part of the Agreement.

Exhibits Title Pages
Exhibit A Scope of Work 2
Exhibit B Budget Detail and Payment Provisions 3
Exhibit C * General Terms and Conditions 4
Exhibit D Special Terms and Conditions 1
Items shown with an asterisk(*), are hereb y incol p orated b y reference and made p g art of this a reement as it attached hereto.

These documents can be viewed at https.l/www.dgs.ca.gov/OLS/Resources IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO.

CONTRACTOR
CONTRACTOR NAME (if other than an individual, state whether a corporation, partnership, etc.) City of Santa Clara through the Santa Clara Police Department

CONTRACTOR BUSINESS ADDRESS
601 El Camino Real

PRINTED NAME OF PERSON SIGNING
Jovan D. Grogan

CONTRACTOR AUTHORIZED SIGNATURE

CONTRACTING AGENCY NAME
Department of Alcoholic Beverage Control

CONTRACTING AGENCY ADDRESS
3927 Lennane Drive

PRINTED NAME OF PERSON SIGNING
Pattye Baker

CONTRACTING AGENCY AUTHORIZED SIGNATURE

CALIFORNIA DEPARTMENT OF GENERAL SERVICES APPROVAL

STATE OF CALIFORNIA
CITY
Santa Clara
TITLE
City Manager

DATE SIGNED
CITY
Sacramento
TITLE

STATE ZIP
CA 95050
I

STATE IZIP
CA 95834
Chief, Business Management Branch

DATE SIGNED
EXEMPTION (If Applicable)