Agenda packet — City Council and Authorities Concurrent, March 25, 2025 (part 2 of 5)

Finding Reference Number: SA2023-001 (Continued)

In addition to the workplan, HUD recommends that the City monitor its progress, including its current program year 2024 and projected 2025 CDBG funding expenditures. Provide quarterly reports to the field office until the City's next 60-day test, to assist in reaching the

1.5 timeliness standard as proposed in the City's workout plan. The quarterly reports should compare and update the goals and benchmarks stated in the workout plan and actual accomplishments. Quarterly workout plan reports should be submit ted to HUD at [email protected] within 15 days after the end of each federal quarter: July -September, October-December, January-March, and April-June.

Anticipated Completion Date: May 2026

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-75 Agenda Date: 3/25/2025

REPORT TO COUNCIL

SUBJECT
Action on Authorizing the City Manager to Negotiate and Execute Amendments to Agreements with Electrical Maintenance Consultants, Brush Americas, and Mitsubishi Powers Americas, Inc. for Generator Maintenance Services

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The generators used at Silicon Valley Power’s power plants require ongoing preventative and corrective maintenance, as well as scheduled major overhauls to ensure reliable operation. This maintenance includes annual inspections, testing and diagnostic services, and repairs using specialty tooling, equipment, and shop services.

Silicon Valley Power’s local and remote generation facilities use multiple generator technologies from various manufacturers, each with unique maintenance schedules and specific part specifications.

Accordingly, multiple vendors are contracted to properly maintain the fleet of generators.

On February 22, 2022 (RTC 22-147), the City Council authorized the City Manager to negotiate and execute agreements with Brush Americas (Brush), Electrical Maintenance Consultants (EMC), and Mitsubishi Powers America, Inc. (Mitsubishi) for electric generator maintenance services with an aggregate maximum compensation of $3,000,000 over a five-year term.

DISCUSSION
Based on the results of the solicitation, EMC serves as the primary contractor for all electrical generator maintenance and repair services, while Brush and Mitsubishi are secondary providers of services for specific generators. The agreement with EMC includes fixed pricing for routine maintenance services and generator overhauls. Additional repair services are authorized and paid on a time-and-materials basis. The agreements include provision of all labor, materials, equipment, and technical expertise needed for generator maintenance and overhaul services.

Since the City Council authorized the agreements in 2022, only EMC has provided services to Silicon Valley Power (SVP). During that period, several unanticipated large projects have been required.

For example, in 2022, the generator for the Donald Von Raesfeld Power Plant (DVR) Unit 2 was overhauled and a spare rotor was purchased and exchanged due to mechanical issues. That exchanged rotor was placed into service to facilitate an expedited return to service, resulting in over $1.4 million in unanticipated costs. The combined costs of ongoing routine inspection and maintenance services, minor repairs, unanticipated repairs, and an additional minor overhaul at DVR has consumed most of the available authorized funding. At this time, a major overhaul and re-wind of City of Santa Clara Printed on 3/21/2025Page 1 of 3
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25-75 Agenda Date: 3/25/2025
a generator rotor for the Gianera Power Plant is required, with an estimated cost ranging from $1,200,000 to $1,500,000. As a result, staff is requesting the City Council’s authorization for the City Manager to negotiate and execute amendments to increase the aggregate maximum compensation by $7,000,000 for a revised aggregate maximum compensation not-to-exceed $10,000,000.

Approval of this recommendation will allow SVP to complete the required work while ensuring sufficient funding for future maintenance and repairs.

Staff is also requesting authorization for the City Manager to negotiate and execute amendments to extend the term of the Agreements for up to five additional years for a total term of ten years through February 27, 2032, in increments to be determined by the City Manager (modifying current City Council authorization to negotiate and execute five one-year options to extend) and make other necessary changes as further set forth in the Recommendation.

With the significant increase in growth of power demand and the value of local generation in the South Bay, SVP’s power plants continue to be critical to serving the needs of SVP’s customers and the electric grid. The proposed authorizations will reduce the administrative time required to modify long-term contracts while still appropriately managing the costs and timelines associated with maintaining critical SVP assets. Any requests for compensation increase during the term of the agreement(s) must be justified by the contractor and are subject to approval by the City and the annual appropriations of funds.

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the proposed actions are exempt from the California Environmental Quality Act (“CEQA”) pursuant to sections 15301 and 15302 of Title 14 of the California Code of Regulations as the proposed actions involve (1) the operation, maintenance, and repair of existing mechanical equipment; and (2) the replacement of generation equipment with negligible or no expansion of capacity.

FISCAL IMPACT
Funding for these agreements will come from the capital or operating budget based on the asset requiring products or services.

Sufficient funding for the agreements is included in the FY 2024/25 Biennial Adopted Operating Budget or Capital Budget where applicable. Funding for future years is subject to future appropriation and will be included in future budget processes.

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

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

RECOMMENDATION

1. Determine the proposed action is exempt from CEQA pursuant to sections 15301 (Class 1 - City of Santa Clara Printed on 3/21/2025Page 2 of 3
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25-75 Agenda Date: 3/25/2025

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

2. Authorize the City Manager or designee to negotiate and execute amendments to agreements with Electrical Maintenance Consultants, Brush Americas, and Mitsubishi Power Americas, Inc. for generator maintenance services to increase the aggregate maximum compensation by $7,000,000 for a revised aggregate maximum compensation not-to-exceed $10,000,000, subject to the review and approval as to form by the City Attorney; and

3. Authorize the City Manager or designee to take any actions as necessary to implement and administer the agreements as amended and negotiate and execute future amendment(s) to (1) add or delete services, (2) adjust future rates based on market conditions, (3) make de minimis revisions, (4) extend the term for up to five additional years until February 27, 2032, in such increments as determined by the City Manager, subject to the appropriation of funds and the review and approval as to form by the City Attorney.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jovan D. Grogan, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-1233 Agenda Date: 3/25/2025

REPORT TO COUNCIL

SUBJECT
Action on Award of Agreements to Arini Geographics, LLC and Lynx Technologies for Enterprise Geographic Information System (GIS) Professional Services

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City of Santa Clara’s Enterprise Geographic Information System (GIS) program, managed by the Information Technology Department (ITD), was established to digitally transform and unify the City's approach to spatial data management. More than fifteen years ago, the City transitioned from siloed, department-specific GIS efforts-characterized by inconsistent data and limited accessibility-to a fully integrated enterprise system. This transformation has significantly improved data integrity, access, and operational efficiency across City departments.

By centralizing spatial data and integrating GIS with key business systems such as Lucity, Accela, and Hexagon Computer Aided Dispatch, the program has enhanced asset management, work order processing, emergency response, permit management, and mobile data access. Tools like infoMap

4.0 and MapSantaClara further support these functions, enabling effective service delivery.

Recognized by the White House and Esri, Santa Clara’s Enterprise GIS is an important resource for decision-making, infrastructure maintenance, and public engagement. Continued investment in GIS will further enhance its role in land use planning, infrastructure management, public safety, crime mapping, regional planning, traffic management, and economic development, ensuring efficient operations and informed policy decisions.

To support the Enterprise GIS program, ITD engages consultants for professional GIS support services. The current agreement will expire on April 30, 2025.

DISCUSSION
Pursuant to City Code Section 2.105.140(c), a formal Request for Proposals (RFP) was conducted as the solicitation method for this procurement, with the final award recommendation based on “best value.”
The City published the RFP for GIS professional services on its e-procurement platform. In addition to the notifications sent via the City’s e-procurement platform, staff directly notified other GIS professional services firms to encourage participation. The City received three responsive proposals from the following firms:

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25-1233 Agenda Date: 3/25/2025

1. Arini Geographics

2. Celerity

3. Lynx Technologies
Proposals were reviewed and evaluated by a three-member evaluation team composed of staff from ITD. Based on initial evaluation, Arini Geographics and Lynx Technologies were invited to participate in oral interviews to introduce their key personnel who would be assigned to the project and to provide an overview of their proposed GIS services. Subject matter experts from Water and Sewer Utilities, Department of Public Works, and Community Development Department participated in the interviews.

Arini Geographics demonstrated extensive experience in supporting the GIS needs of all City departments, with a comprehensive approach to citywide data management and analysis. The firm presented a strong ability to deliver solutions, integrate systems, support stakeholders, along with robust business processes and project delivery methodologies.

Lynx Technologies also has significant GIS project experience and will serve as an additional resource to support special projects as needed by City departments. Their expertise will support the City’s GIS program by providing specialized services on a project-by-project basis.

Therefore, staff recommends awarding agreements to both firms, as follows:
· Arini Geographics will provide both day-to-day operational support and as-needed professional services for special projects, with a maximum compensation not to exceed $5,346,885 for the initial four-year term.
· Lynx Technologies will provide as-needed professional services for special projects, with a maximum compensation not to exceed $200,000 for the initial four-year term.

Both agreements include an initial four-year term, with an option for four additional one-year extensions. Compensation for day-to-day operational services (provided by Arini Geographics) will be based on the hourly rates established in the agreement, with annual adjustments tied to the Consumer Price Index. Compensation for special projects (provided by both Arini Geographics and Lynx Technologies) will be specified in individual task orders.

Special projects may include the development of a GIS Master Plan and the creation of a sewer system GIS digital model. Each special project will be authorized through a task order under the terms of the agreements.

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

FISCAL IMPACT
The amount of the Agreement with Arini Geographics will not exceed $5,346,885 and the amount of City of Santa Clara Printed on 3/21/2025Page 2 of 4
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25-1233 Agenda Date: 3/25/2025
the Agreement with Lynx Technologies will not exceed $200,000 over the initial four-year term. The estimated spend by year for the initial term is specified in the table below:

Initial Term Estimated Annual Spend (5/01/2025 - 4/30/2029) Consultant Year 1 Year 2 Year 3 Year 4 Total
Arini
Geographics
$1,364,051 $1,302,214 $1,327,387 $1,353,233 $5,346,885
Lynx
Technologies
$50,000 $50,000 $50,000 $50,000 $200,000
Total by Year$1,414,051 $1,352,214 $1,377,387 $1,403,233 $5,546,885 The amount of the Agreement with Arini Geographics will not exceed $5,685,526 and the amount of the Agreement with Lynx Technologies will not exceed $200,000 over the four one-year options. The estimated spend by year for the option years is specified in the table below:

Option Years Estimated Annual Spend (5/1/2029 - 4/30/2033) Consultant Option Year
1 Option Year
2 Option Year
3 Option Year
4 Total
Arini
Geographics
$1,379,771 $1,407,020 $1,435,001 $1,463,735 $5,685,527
Lynx
Technologies
$50,000 $50,000 $50,000 $50,000 $200,000
Total by Year$1,429,771 $1,457,020 $1,485,001 $1,513,735 $5,885,527 The annual budget includes ongoing funding of approximately $1.0 million in operating and capital funds to support GIS efforts. For additional projects above the budgeted amounts, funding will need to be identified on a project-by-project basis. The maximum compensation under the contract allows capacity for additional GIS projects that may be initiated over the contract period.

Funding for GIS services for the remainder of FY2024/25 is available in various budgets. Funds required for these agreements in the future years will be incorporated into the annual budgets or brought forward for City Council approval during the year as necessary.

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

RECOMMENDATION

1. Authorize the City Manager or designee to execute an agreement with Arini Geographics, LLC to City of Santa Clara Printed on 3/21/2025Page 3 of 4
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25-1233 Agenda Date: 3/25/2025

1. Authorize the City Manager or designee to execute an agreement with Arini Geographics, LLC to provide GIS professional services for an initial four-year term ending April 30, 2029, with a maximum compensation not-to-exceed $5,346,885, subject to the appropriation of funds and review and approval as to form by the City Attorney;

2. Authorize the City Manager or designee to execute an agreement with Lynx Technologies to provide GIS professional services for as-needed special projects for an initial four-year term ending April 30, 2029, with a maximum compensation not-to-exceed $200,000, subject to the appropriation of funds and review and approval as to form by the City Attorney; and

3. Authorize the City Manager or designee (a) to take necessary actions to implement and administer both agreements, (b) exercise the options to extend the terms for up to four additional one-year terms through April 30, 2033, (c) increase the maximum compensation of the agreement with Arini Geographics, LLC after the initial four-year term by up to $5,685,527 for a revised maximum compensation of $11,032,412 over the eight years, and (d) increase the maximum compensation of the agreement with Lynx Technologies after the initial four-year term by up to $200,000 for a revised maximum compensation of $400,000 over the eight years, subject to the appropriation of funds and review and approval as to form by the City Attorney.

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

ATTACHMENTS

1. Agreement with Arini Geographics, LLC

2. Agreement with Lynx Technologies
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Agreement with Arini Geographics, LLC Page 1
Rev. 07/01/18
EBIX Insurance No. S200002806

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

ARINI GEOGRAPHICS, LLC

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Arini Geographics, LLC, a California limited liability company, (Consultant). City and Consultant may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
Exhibit D – Task Order Form
Exhibit E – Notice of Exercise of Option to Extend Agreement Agreement with Arini Geographics, LLC Page 2
Rev. 07/01/18
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the Initial Four-year Term of this Agreement shall begin on the May 1, 2025 and terminate on April 30, 2029.

B. After the Initial Term, the City reserves the right, at its sole discretion, to extend the term of this Agreement for up to four (4) additional one-year term through April 30, 2033 (“Option Period”), subject to the budget appropriation. See Exhibit E for Notice of Exercise of Option to Extend Agreement Form.

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

4. WARRANTY
Consultant expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based. To this end Consultant and City understand that some minor level of errors or “bugginess” may occur in any software or similar product, service or program intended to be executable on computers or similar systems which will operate in the combinations which may be selected by the City despite Consultant’s knowledge, experience and reasonable efforts. Consultant warrants that the operation of any product, service or program paid for by City under this Agreement will operate in a secure, error-free, or uninterrupted manner for no less than 97% (ninety-seven percent) of the hours the product is expected to be available for use by City or the public. Furthermore, while Consultant is committed to provide City with “bug” fixes in the ordinary course of business, City understands and agrees that Consultant is expecting to bill and be paid for time and material to provide the same except to the extent that errors or bugs result in interruptions in use or down time or otherwise render the product, program or service inadequate for its intended purpose for more than 3% (three percent) of the hours the product is expected to be available for use by City or the public (which is hereafter referred to as an “Excessive Errors”). Consultant will identify costs and time attributable to any errors or “bug” fixes made each month and will Agreement with Arini Geographics, LLC Page 3
Rev. 07/01/18
provide fixes for errors or “bugs” for any Excessive Errors that occurred during that month at Consultant’s cost. At City’s option, costs Consultant incurs toward fixes of Excessive Errors may be paid through a credit or offset of the payments due to Consultant in the next invoices to be paid by City under this Agreement.

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

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

7. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Ninety (90) days’ prior written notice to Consultant.

B. T ermination for Default . If Consultant fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City will notify Consultant in writing of default issue and Consultant shall promptly commence the work to cure the default. City will allow Consultant Ninety (90) days to cure default. If Consultant is unable to resolve default issue within the Ninety (90) day period or if the default is not reasonably curable within Ninety (90) days, City may terminate this Agreement immediately upon written notice to Consultant.

C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Consultant will deliver to City all City information or material that Consultant has in its possession, which shall be in a non-proprietary, Agreement with Arini Geographics, LLC Page 4
Rev. 07/01/18
vendor neutral format able to be used by City or any successor vendor of City.

8. TERMINATION ASSISTANCE PLAN
A. Contractor will provide disentanglement to enable the Services to continue without interruption and facilitate an orderly transfer of Services.

B. Contractor shall develop a Detailed Termination Assistance Plan in the second year of the contract term, which shall contain Contractor's strategy and plan for disentanglement. The written Detailed Termination Assistance Plan, once reviewed and mutually agreed to in writing by both Parties, shall be incorporated into this Agreement by reference.

C. The termination assistance team will use industry-standard management processes to ensure that Contractor has completely planned, thoroughly documented, systematically implemented, and thoroughly tested the disentanglement before acceptance. These processes are a combination of project management, system engineering, and general management techniques used within the lT & GIS industry and across other business sectors as well. In addition, Contractor will use specific processes and policies that are company or product unique to implement individual tasks to accomplish disentanglement.

D. This process will include Contractor identifying, collecting and providing to the City all City technical, configuration, architectural and operational documentation including the City's Procedures Manual.

9. ASSIGNMENT AND SUBCONTRACTING
City and Consultant bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Should Consultant desire to assign this Agreement, Consultant shall provide City with the detailed experience and qualifications of the proposed assignee and City shall consider the request and provide a response within Thirty (30) days. However, nothing obligates City to accept a request to assign this Agreement. Consultant shall not hire subcontractors without express written permission from City.

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

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

Agreement with Arini Geographics, LLC Page 5
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11. INDEPENDENT CONSULTANT; LIMITATION ON HIRING AND SOLICITING

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

B. During the Term and for a period of one (1) year after the expiration or termination of the Agreement (including any post-termination assistance period and any extension thereof), neither Party shall, without the prior written consent of the other Party directly or through a third party, intentionally solicit or entice away (or seek or attempt to entice away) from the employment of the other Party’s employees. The foregoing sentence shall not apply to unsolicited responses by employees to general recruitment advertising.

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

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

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

However, City shall have no ownership rights in any Consultant Owned Software and Materials that Consultant provides to City, discloses to City or allows City to use in any way, including without limitation any such materials incorporated or embedded in any deliverable, and the Agreement with Arini Geographics, LLC Page 6
Rev. 07/01/18
assignment of rights contemplated under this Section 13 shall not apply to Consultant Owned Software and materials.

B. Unless explicitly specified in the applicable service description in the scheduled attached to this Agreement, Consultant grants to City a perpetual, irrevocable, paid-up, royalty fee, worldwide, non-exclusive, non- transferable (except to a successor) right to use the Consultant Owned Software and Materials that may be incorporated or embedded in any deliverable in connection with City’s own business.

C. For the purposes of the foregoing, “Consultant Owned Software and Materials” shall mean the tools, systems, methodology, algorithms, products, services and solutions generally offered by Consultant to its customers, and which do not include or access any City specific data, even if they are developed, produced, created, improved or modified during the time that Consultant performs services for City and even if the concepts, ideas, inventions, etc. relating thereto occur to Consultant or any of its employees, consultants or other service providers during the time of performance of, as a result of or in connections with the performance of services for the City.

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

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

15. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Consultant agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, Agreement with Arini Geographics, LLC Page 7
Rev. 07/01/18
and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Consultant pursuant to this Agreement – including claims of any kind by Consultant’s employees or persons contracting with Consultant to perform any portion of the Scope of Services – and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

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

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

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

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

Agreement with Arini Geographics, LLC Page 8
Rev. 07/01/18

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

City of Santa Clara
Attention: Gaurav Garg, Director of Information Technology / CIO 1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]

And to Consultant addressed as follows:

Arini Geographics LLC
Gabriel Paun, President
1611 Borel Place
Suite 230
San Mateo, CA 94402
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

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

20. CONFLICTS OF INTEREST
Consultant certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Consultant and that no person associated with Consultant has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Consultant is familiar with the provisions of California Government Code section 87100 and Agreement with Arini Geographics, LLC Page 9
Rev. 07/01/18
following, and certifies that it does not know of any facts which would violate these code provisions. Consultant will advise City if a conflict arises.

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

22. NO USE OF CITY NAME OR EMBLEM
Consultant shall not use City’s name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City. Each Party warrants that it holds all rights necessary to display all the images, data, information or other items being displayed at the City's web pages and maps during the effective period of this Agreement. City expressly authorizes Consultant to display and modify any City supplied images, data, information and other items in connection with the services provided herein. City assets, i.e. logo, brand, etc. cannot be modified without City consent.

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

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

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

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

Agreement with Arini Geographics, LLC Page 10
Rev. 07/01/18
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

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

ARINI GEOGRAPHICS, LLC
a California limited liability company

Dated:

By (Signature):

Name: Gabriel Paun
Title: President
Principal Place of
Business Address:
1611 Borel Place
Suite 230
San Mateo, CA 94402
Email Address: [email protected]
Telephone: (415) 349-0704
Fax: N/A
“CONSULTANT”

Agreement with Arini Geographics, LLC/Exhibit A-Scope of Services Page 1 Rev. 07/01/18
EXHIBIT A1

SCOPE OF SERVICES

The following Scope of Services defines the Services and responsibilities of the Consultant and City for Geographic Information Systems (GIS) Professional Services citywide.

The Scope of Services include Exhibit A and Consultant’s proposal response dated August 20, 2024 provide context, supplemental information, and are incorporated by reference to the extent not inconsistent with the Agreement.

1. City’s Current GIS Environment

1.1. The City is currently running ArcGIS Enterprise 10.9.1. on premises in a virtualized VMware environment. The City uses GIS duplication to provide failover support.

1.2. The City has production and test environments. The GIS infrastructure environment is virtualized (VMware) with Windows Operating System (2022), and the database platform is Microsoft SQL Server 2019. The city currently uses VMware 6.5 and is migrating to VMware 7.0.

1.3. The size of the city’s production databases (INFOMAP, DWH, COPDB, GISIMAGERYP is 90000MB.

1.4. The following software is installed on the city’s production GIS servers:

Category Software
Desktop Applications
ArcCatalog 10.8.2 Build 28388
ArcMap 10.8.2 Build 28388
ArcGIS Pro 2.9.12
Production Server Applications
Portal for ArcGIS 10.9.1
ArcGIS Server 10.9.1
ArcGIS DataStore 10.9.1
ArcGIS Web Adaptor 10.9.1
Current Web Applications: VertiGIS Studio Web 5.26.2
Required for ArcGIS Server

10.8.1:

Python 2.7
Python 3.7

1.5. The City recently upgraded InfoMap. Supported versions are:

Agreement with Arini Geographics, LLC/Exhibit A-Scope of Services Page 2 Rev. 07/01/18
Category Software
Support apps for VertiGIS Studio
Web:

VertiGIS Studio Printing 5.21.2
VertiGIS Studio Workflow 5.35.0
VertiGIS Studio Reporting 5.21.2

1.6. The Enterprise GIS system is integrated with key business systems for Public Safety, Permitting and Asset Management. These integrations are:

Department Function System
Citywide Enterprise Asset
Management
Central Square Lucity
(COTS, On-Prem)
Citywide Permit / Land Management Accela Civic Platform (SAAS)
Citywide Document management
address verification
Laserfiche Rio
(COTS, On-Prem)
Police Department 911 Dispatch Hexagon iCAD
(COTS, On-Prem)
Police Department Records Management Mark43 RMS
(SAAS)
Levi Stadium Public Safety – Game Day
Situational Awareness
Common Operational
Picture
(Custom, On-Prem)
Fire Department Fire Incident Response and
management
Tablet Command
(COTS, Mobile)
Fire Department Inter Agency common
operational platform
IntTerra
(SAAS)

2. SERVICE REQUIREMENTS

2.1. Consultant shall have the ability to assess municipal end-user needs and identify approaches to leverage GIS data and services to meet those needs.

Services provided by Consultant will be on an as-needed basis working collaboratively with the City’s Information Technology Department (ITD) and key stakeholders in defining and executing plans to meet the City’s evolving information needs and integrating GIS and departmental database applications into City processes as appropriate.

2.2. Consultant activities shall include, but not limited to:

2.2.1. Coordination of citywide GIS initiatives and projects.

2.2.2. Maintenance and enhancement of geospatial datasets.

2.2.3. Leveraging the capabilities of GIS to enrich business-specific processes with location intelligence.

Agreement with Arini Geographics, LLC/Exhibit A-Scope of Services Page 3 Rev. 07/01/18

2.2.4. Streamlining City operations and services to internal and external users, and such activities may also be accompanied by maintaining relevant metadata and documentation describing active GIS capabilities, datasets, projects, cartographic products, and routine geospatial systems and data operations.

2.3. Consultant’s project team for the City’s services specified herein must include the following roles:

2.3.1. GIS Architect

2.3.2. GIS Developer

2.3.3. GIS Administrator

2.3.4. GIS Project Manager

2.3.5. GIS Analyst/Specialist

2.3.6. Other required roles when applicable.

2.4. Services provided by Consultant shall primarily be provided on-site. City acknowledges that Consultant may also provide services remotely from time to time with the understanding that Consultant will be available on-site as reasonably requested by City.

2.5. Consultant’s staff assigned to provide services for the City must:

2.5.1. Possess strong background in using full ESRI ArcGIS suite of products; knowledge and skills in using VertiGIS Studio software applications and Python programming tools.

2.5.2. Have technical proficiency in GIS analysis; data management and maintenance; integration, and cartographic representation of spatial data sets and tabular source material.

2.5.3. Be capable of providing GIS technical support for all municipal departments (Public Works, Finance, Public Utilities, Public Safety, Economic Development, Information Technology, etc.).

2.5.4. Have the capability for innovative deployment of GIS solutions to users within the various City departments, Boards & Commissions, and for public access.

2.5.5. Have knowledge of current GIS and spatial data management methods, tools, and innovations.

Agreement with Arini Geographics, LLC/Exhibit A-Scope of Services Page 4 Rev. 07/01/18

2.5.6. Have knowledge of public and private data sources, geographic data and metadata, federal and state spatial data policies and guidelines.

2.5.7. Assist in the development and implementation of the City’s GIS project plans and budgets.

3. OPERATIONAL ACTIVITIES AND WORK PLAN INITIATIVES

3.1. Consultant acknowledges that Consultant is one of two firms selected to provide as-needed GIS professional services. The City will issue tasks orders for special projects at its discretion.

3.2. Consultant will be responsible for operational activities which are considered ongoing and day to day activities and do not fall under special projects therefore task orders are not required to be executed for operational activities.

Operational activities include, but not limited to, the following:

3.2.1. Ongoing Enterprise GIS Program leadership, development, integration, maintenance, and knowledge transfer.

3.2.2. Enterprise GIS Infrastructure - Ongoing maintenance of the Enterprise GIS Architecture, including upgrades to the Esri ArcGIS Platform,

3.2.3. Produce and integrate new citywide GIS layers (feature classes and attributes) - i.e. utility easements, traffic control assets, building footprints, edges of travelled ways, ADA compliant ramps, road and parking markings, urban forest, city neighborhoods, and geospatial imagery.

3.2.4. Integration of relevant data into the City’s Enterprise Basemap to aid planning, permitting and building inspection operations; sources include property valuations, residential and commercial property listings, ownership changes, census records, and other public or commercially available datasets; Integration to the Enterprise Permitting system.

3.2.5. Streamline retrieval and visualization of permitting information through integration with inside-facing GIS applications.

3.2.6. Close the feedback loop by enabling users citywide to easily redline and report updates or corrections to Enterprise GIS Data, on any layer, through easy to use and visually appealing interfaces.

3.2.7. Enhance citizen outreach and engagement through GIS applications - i.e. responsive web map viewers, story maps, native mobile applications and open data geospatial portal.

Agreement with Arini Geographics, LLC/Exhibit A-Scope of Services Page 5 Rev. 07/01/18

3.2.8. Assist public safety operations by maintaining up to date maps and master address dataset, along with specific law enforcement and firefighting GIS-based applications – i.e. Computer Aided Dispatch, Police Records Management, crime analysis and operational dashboards.

3.2.9. Common Operational Picture (COP) for real-time situational awareness for public safety for game day and special events.

3.2.10. Develop, deploy, and maintain GIS applications to attract and encourage economic development in the City.

3.2.11. Empower field personnel through mobile GIS and integration with business applications - i.e. work order management.

3.2.12. Produce and/or enhance GIS-based asset inventories for multiple business units, and integration with computerized maintenance management system.

3.2.13. Perform routine geospatial analytics to assist power and pipeline utilities with maintenance operations and customer service.

3.2.14. Establish standard-based workflows for data intake and processing towards overall digitalization of the City’s processes and the creation and operationalization of the City’s Digital Twin.

3.2.15. Automate location-validation and geospatial enrichment of multidisciplinary business-specific datasets to derive data-driven insights and patterns for more effective decision-making and operations.

3.2.16. Work collaboratively with departments and their business partners (vendors).

3.2.17. Create opportunities for exchange of ideas, inquiries, feedback, etc. that would contribute to the streamline of the existing Enterprise GIS, as well as its enhancement.

3.2.18. Based on the collected information (see paragraph 3.2.17 above), initiate and complete specific actions or tasks, including initiation of new projects, to foster Enterprise GIS growth.

3.2.19. Follow IT Department processes and procedures for Change Control, Incident management, Project Management Office.

3.2.20. Produce System documentation according to City IT standards.

Agreement with Arini Geographics, LLC/Exhibit A-Scope of Services Page 6 Rev. 07/01/18

3.2.21. Train city staff on GIS implementations and provide technical know- how to Information Technology staff as needed on changes to the GIS system architecture.

3.2.22. Lead regular user group meetings with department stakeholders.

3.2.23. Other GIS system management and assistance as required.

4. WORK AUTHORIZATION PROCESS FOR SPECIAL PROJECTS

4.1. For projects outside of GIS system management and assistance (operational activities) the City will issue a task order (Exhibit D) to Consultant. No work shall begin on these projects without an Approved task order.

4.2. Task Order Authorization

4.2.1. Task Orders shall be issued in substantially the same format as Exhibit D. Each Task Order shall describe the work and deliverables the Consultant must provide, the time limit within the Consultant must complete the work and deliverables, the completion acceptance criteria, and the compensation total for the work.

4.2.2. Subject to the terms and conditions of this Agreement, Consultant and City will negotiate the specific scope and requirements of each Task Order. Upon execution by the Parties, the Task Order shall become an Approved Task Order.

4.2.3. Only the City’s IT Project Manager or Director of IT may execute a Task Order on behalf of the City.

4.2.4. Consultant shall not begin work and the City will not compensate the Consultant until the City has executed the Task Order for such work where applicable (Approved Task Order).

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

4.3. Changes to Work Authorization
Consultant shall notify the City immediately when a situation occurs that may result in a change to the total project cost specific line items in an Approved Task Order.

Consultant shall provide the reason for the change specific to each Approved Task Order.

Agreement with Arini Geographics, LLC /Exhibit B-Schedule of Fees Page 1 Rev. 07/01/18

EXHIBIT B

SCHEDULE OF FEES

1. MAXIMUM COMPENSATION

1.1. The maximum amount payable for Services provided under this Agreement shall not exceed Five Million Three Hundred Forty-Six Thousand Eight Hundred Eighty-Five Dollars ($5,346,885), during the Initial Term of the Agreement.

1.2. Services for Special Projects: The maximum compensation for as-needed projects shall be set as set forth in each Approved Task Order (Maximum Task Order Compensation), subject to budget appropriations. No Services for Special Projects will be performed unless both Parties execute an Approved Task Order outlining the Services requested and the compensation agreed for Services.

1.2.1. Consultant shall fully complete all work required by the Approved Task Order for no more than the maximum Task Order compensation.

1.2.2. City shall be liable for charges expressly authorized in the Approved Task Order.

2. FEES

2.1. The City will compensate Consultant based on the hourly rates specified in Table B1.

Table B1: Hourly Rates for Services

Role Hourly Rate
Enterprise GIS Architect $236
Project Portfolio Manager $184
Communication Specialist $184
GIS Analyst $158
GIS Developer $158
GIS Technician $124

2.2. Travel Expenses

2.2.1. In order to fulfill its obligations, including representing or accompanying the City at meetings or conferences, occasionally the Consultant may travel at City’s request. In such situations the City shall reimburse Consultant for all reasonable and customary expenses on an actual as-incurred basis which shall not exceed the current City travel expense reimbursement policy.

Agreement with Arini Geographics, LLC /Exhibit B-Schedule of Fees Page 2 Rev. 07/01/18

3. PRICING INITIAL TERM AND OPTION RENEWALS

3.1. All rates are fixed for the first year of the Initial Four-Year Term, unless requested pursuant to Section 3.2.1 below.

3.2. Price Adjustments:

3.2.1. Initial Term: Annual price adjustments may be requested sixty (60) days prior to the anniversary date of each year during the Initial Term of the agreement. If a price adjustment is approved during the Initial Term an amendment shall be executed memorializing the changes.

3.2.2. Option Renewals: Consultant may request adjustments to compensation rates prior to any one-year option to renew the Agreement after the Initial Term.

3.2.3. Rate adjustments cannot exceed the average (based on last 12 months from date of expiration of that said term) percentage rate based on the Consumer Price Index, Urban wage Earners and Clerical Works (Current Series), Not Seasonally Adjusted, San Francisco – Oakland-San Jose, CA, provided the Department of Labor Bureau of Labor Stations.

3.2.4. All price adjustments require approval from the City.

4. INVOICE REQUIREMENTS

4.1. Consultant shall invoice the City on a monthly basis for services provided the previous month and the invoice must be in a format approved by the City, including but not limited to the information listed under Section 4.3 below.

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

4.3. Invoice shall include at a minimum the following:

4.3.1. Approved Task Order Number (if applicable)

4.3.2. Date of Service

4.3.3. Project/Service Description

4.3.4. Name of the Consultant staff member who performed the services

4.3.5. Hourly Rate

4.3.6. Number of Hours

4.3.7. Etc.

Agreement with Arini Geographics, LLC/Exhibit C-Insurance Requirements Page 1 Rev. 07/01/18

EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at Agreement with Arini Geographics, LLC/Exhibit C-Insurance Requirements Page 2 Rev. 07/01/18
least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

C. WORKERS’ COMPENSATION

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

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

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

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

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

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

2. P
rimary and non- contributing. Each insurance policy provided by Consultant shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution Agreement with Arini Geographics, LLC/Exhibit C-Insurance Requirements Page 3 Rev. 07/01/18
from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Consultant’s insurance.

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

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

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

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

2. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge Agreement with Arini Geographics, LLC/Exhibit C-Insurance Requirements Page 4 Rev. 07/01/18
City or Consultant for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

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

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

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

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

Or mailed to:

EBIX Inc.

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

Telephone number: 951-766-2280
Fax number: 770-325-0409
Agreement with Arini Geographics, LLC/Exhibit C-Insurance Requirements Page 5 Rev. 07/01/18
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Consultant shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with Arini Geographics, LLC/Exhibit D-Task Order Form Page 1 Rev. 07/01/18

EXHIBIT D

TASK ORDER FORM

Consultant shall not begin work on a project until a Task Order in the form below has been fully executed by the City.

This task order (“Task Order”) is made pursuant to the Agreement for Service between the City of Santa Clara and (INSERT CONSULTANTS NAME HERE) (“Agreement”).

This Task Order is governed by the provisions of the Agreement and is hereby incorporated into that Agreement by reference. All Services shall be using the terms and rates included in the Agreement. In the event of any inconsistency between the terms and conditions of the Task Order and the Agreement, the terms and conditions of the Agreement shall govern and control.

PART A: GENERAL INFORMATION
TASK ORDER NUMBER: Original
First Revised
Second Revised
Other Contract No.

Consultant Name/Address:

Expiration Date of Agreement:

Consultant’s Project Manager:

Name: Email:

City’s Project Manager
Name: Email:

Period of Performance for this
Task Order:

Start Date: Expected Completion Date:

Maximum Compensation for this Task Order
Consultant Representative Name (Print)
Consultant Representative Signature

Consultant Representative Signature Date
City Project Manager Name (Print)
Authorized City Representative (Print)
City Representative Signature

City Representative Signature Date
* Authorized City Representatives include IT Project Manager or Director of IT □
□
□
□
Agreement with Arini Geographics, LLC/Exhibit D-Task Order Form Page 2 Rev. 07/01/18
PART B: SERVICES TO BE PERFORMED

1. REVISED TASK ORDER
No
If yes, provide a brief description of the change(s).

2. SCO

PE OF SERVICES TO BE PERFORMED
The Consultant shall perform the service(s) described below in accordance with all of the terms and conditions of the Agreement. (Insert a detailed Scope of Services below or attach as a separate file.) Scope of Services and cost proposal shall meet all of the provisions of Exhibit A and Exhibit B

□
□
Agreement with Arini Geographics, LLC/Exhibit D-Task Order Form Page 3 Rev. 07/01/18

3. COMPENSATION
a. Basis of Compensation: Time & Materials Fixed Fee b. Payment Schedule:

Monthly Completion of Deliverable/Milestone Completion of Services
c. Payment Terms. See Exhibit B for payment of terms.

4. PR

OJECT MILESTONES

□ □
□ □ □
Agreement with Arini Geographics, LLC/Exhibit E-Notice of Exercise of Option Page 1 Rev. 07/01/18

EXHIBIT E

NOTICE OF EXERCISE OF OPTION TO EXTEND AGREEMENT

AGREEMENT TITLE:

CONSULTANT:

DATE:

Pursuant to Section __ of the Agreement referenced above, the City of Santa Clara hereby exercises its option to extend the term under the following provisions:

OPTION NO. # of #

NEW OPTION TERM
Begin date:

End date:

CHANGES IN RATE OF COMPENSATION

Percentage change in CPI upon which adjustment is based:

Pursuant to Section ___ of the Agreement the rates of compensation are hereby adjusted as follows:
(use attachment if necessary)

MAXIMUM COMPENSATION for New Option Term:

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

Approved as to Form:

Dated:

GLEN R. GOOGINS
City Attorney

JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

□
Agreement with Lynx Technologies, Inc. Page 1
Rev. 07-01-18
EBIX Insurance No. S200005579

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
LYNX TECHNOLOGIES, INC.

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

Exhibit A – Scope of Services
Exhibit B – Compensation and Fees
Exhibit C – Insurance Requirements
Exhibit D – Task Order Form
Exhibit E – Notice of Exercise of Option to Extend Agreement Agreement with Lynx Technologies, Inc. Page 2
Rev. 07-01-18
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on May 1, 2025 and terminate on April 30, 2029.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
A. General: The Consultant will provide as-needed services to the City as set forth in Exhibit A and as further described pursuant to individual task orders (Exhibit D). Each Task Order will describe the services and deliverables (collectively “Work”) the Consultant must provide, the time limit within which the Consultant must complete the Work and the compensation for the Work.

B. A
pproved Task Order : The City will not compensate the Consultant for any Work until the City has executed the task order for such Work (“Approved Task Order”).

C. O bligation to Issue : The City has no obligation to issue any Approved Task Orders under this Agreement.

D. Each Approved Task Order shall be subject to the terms and conditions of this Agreement.

6. COMPENSATION AND PAYMENT
Consultant shall be paid in accordance with Exhibit B, Compensation and Fees.

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

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

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

Agreement with Lynx Technologies, Inc. Page 4
Rev. 07-01-18

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

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

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

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

13. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Consultant for the purpose of verifying any and all charges made by Consultant in connection with Consultant compensation under this Agreement, including termination of Consultant. Consultant agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Consultant shall bear the Agreement with Lynx Technologies, Inc. Page 5
Rev. 07-01-18
cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

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

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

Agreement with Lynx Technologies, Inc. Page 6
Rev. 07-01-18

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

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

City of Santa Clara
Attention: Gaurav Garg, Director of Information Technology / CIO 1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]

And to Consultant addressed as follows:

Lynx Technologies, Inc.

Attn: Patrick Kelleher
1350 41
st Avenue, Suite 202
Capitola, CA 95010
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

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

Agreement with Lynx Technologies, Inc. Page 7
Rev. 07-01-18

19. CONFLICTS OF INTEREST
Consultant certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Consultant and that no person associated with Consultant has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Consultant is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Consultant will advise City if a conflict arises.

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

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

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

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

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

Agreement with Lynx Technologies, Inc. Page 8
Rev. 07-01-18

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

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

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

LYNX TECHNOLOGIES, INC.
a California corporation

Dated:

By (Signature):

Name: Patrick C. Kelleher
Title: CEO
Principal Place of
Business Address:
1350 41st Avenue, Suite 202
Capitola, CA 95010
Email Address: [email protected]
Telephone: (831) 479-4821
Fax: N/A
“CONSULTANT”

Agreement with Lynx Technologies, Inc./Exhibit A-Scope of Services Page 1 Rev. 07-01-18

EXHIBIT A

SCOPE OF SERVICES
The following Scope of Services defines the Services and responsibilities of the Consultant and City for Geographic Information Systems (GIS) Professional Services citywide.

1. City’s Current GIS Environment

1.1. The City is currently running ArcGIS Enterprise 10.9.1. on premises in a virtualized VMware environment. The City uses GIS duplication to provide failover support.

1.3. The size of the city’s production databases (INFOMAP, DWH, COPDB, GISIMAGERYP is 90000MB.

1.4. The following software is installed on the city’s production GIS servers:

10.8.1:

Python 2.7
Python 3.7

1.5. The City recently upgraded InfoMap. Supported versions are Agreement with Lynx Technologies, Inc./Exhibit A-Scope of Services Page 2 Rev. 07-01-18
Category Software
Support apps for VertiGIS Studio
Web:

VertiGIS Studio Printing 5.21.2
VertiGIS Studio Workflow 5.35.0
VertiGIS Studio Reporting 5.21.2

1.6. The Enterprise GIS system is integrated with key business systems for Public Safety, Permitting and Asset Management. These integrations are:

2. SERVICE REQUIREMENTS

2.1. Consultant shall assess municipal end-user needs and identify approaches to leverage GIS data and services to meet those needs. Services provided by Consultant will be on an as-needed basis working collaboratively with the City’s Information Technology Department (ITD) and key stakeholders in defining and executing plans to meet the City’s evolving information needs and integrating GIS and departmental database applications into City processes as appropriate.

2.2. Consultant activities may include, but are not limited to:

2.2.1. Assessment of departmental and citywide GIS initiatives and needs.

2.2.2. Defining how GIS will support business processes, decision-making, and innovation.

Agreement with Lynx Technologies, Inc./Exhibit A-Scope of Services Page 3 Rev. 07-01-18

2.2.3. Leveraging the capabilities of GIS to enrich business-specific processes with location intelligence.

2.3. Consultant’s project team for the City’s services may include, but is not limited to, the following roles:

2.3.1. GIS Architect

2.3.2. GIS Developer

2.3.3. GIS Administrator

2.3.4. GIS Project Manager

2.3.5. GIS Analyst/Specialist

2.3.6. Other required roles when applicable.

2.4. Consultant shall primarily provide services remotely, unless onsite services are requested by the City.

2.5. Consultant’s staff assigned to provide as-needed services for the City must:

2.5.1. Possess strong background in using full ESRI ArcGIS suite of products; knowledge and skills in using VertiGIS Studio software applications and Python programming tools.

2.5.2. Have technical proficiency in GIS analysis; data management and maintenance; integration, and cartographic representation of spatial data sets and tabular source material.

2.5.3. Be capable of providing GIS technical support for all municipal departments (Public Works, Finance, Public Utilities, Public Safety, Economic Development, Information Technology, etc.).

2.5.4. Have the capability for innovative deployment of GIS solutions to users within the various City departments, Boards & Commissions, and for public access.

2.5.5. Have knowledge of current GIS and spatial data management methods, tools, and innovations.

2.5.6. Have knowledge of public and private data sources, geographic data and metadata, federal and state spatial data policies and guidelines.

2.5.7. Assist in the development and implementation of the City’s GIS project plans and budgets.

Agreement with Lynx Technologies, Inc./Exhibit A-Scope of Services Page 4 Rev. 07-01-18

3. WORK PLAN INITIATIVES

3.1. Consultant acknowledges that Consultant is one of two firms selected to provide as-needed GIS professional services. The City will engage the Consultant exclusively for special projects and will issue task orders at its discretion for such work.

3.2. Consultant will not be utilized for operational activities, unless explicity requested by the City. Operational activities refer to ongoing, day-to-day activities that do not fall under special projects.

4. WORK AUTHORIZATION PROCESS FOR SPECIAL PROJECTS

4.2. Task Order Authorization

4.2.2. Subject to the terms and conditions of this Agreement Consultant and City will negotiate the specific scope and requirements of each Task Order. Upon execution by the Parties, the Task Order shall become an Approved Task Order.

4.2.3. Only the City’s IT Project Manager or Director of IT may, on behalf of the City, execute a Task Order.

4.2.4. Consultant shall not begin work and the City will not compensate the Consultant until the City has executed the Task Order for such work where applicable (“Approved Task Order”).

Agreement with Lynx Technologies, Inc./Exhibit A-Scope of Services Page 5 Rev. 07-01-18
Consultant shall provide the reason for the change specific to each Approved Task Order.

Agreement with Lynx Technologies, Inc./Exhibit B-Compensation and Fees Page 1 Rev. 07-01-18

EXHIBIT B

COMPENSATION AND FEES

1. MAXIMUM COMPENSATION

1.1. The maximum amount payable for Services provided under this Agreement shall not exceed Two Hundred Thousand Dollars ($200,000), during the Initial Term of the Agreement and subject to appropriation of funds. No services will be performed unless both Parties execute an Approved Task Order outlining the services requested and the compensation agreed for such services.

1.2. Consultant shall fully complete all work required by the Approved Task Order for no more than the maximum Task Order compensation.

1.3. City shall be liable for charges expressly authorized in the Approved Task Order.

2. FEES

2.1. The City will compensate the Consultant based on the hourly rates specified in Table B1.

Table B1: Hourly Rates for Services

Role Hourly Rate
Senior GIS Consultant $235
GIS Project Manager $220
GIS Architect $165
GIS Developer $165
Senior GIS Analyst $150
GIS Administrator $125
GIS Analyst $85
GIS Technician $75

2.2. Travel Expenses

2.2.1. If Consultant provides onsite services at City’s request, the City shall reimburse Consultant for all reasonable and customary expenses on an actual, as-incurred basis with the City’s prior written approval.

Reimbursements shall not exceed the City’s current travel expense reimbursement policy.

3. PRICING INITIAL TERM AND OPTION RENEWALS

3.1. All rates shall be fixed for the first year of the Initial Four-year Term.

Agreement with Lynx Technologies, Inc./Exhibit B-Compensation and Fees Page 2 Rev. 07-01-18

3.2. Price Adjustments:

3.2.1. Initial Term: Consultant may be request annual price adjustments sixty (60) days prior to the anniversary date of each year during the Initial Term of the agreement. If a price adjustment is approved, an amendment shall be executed memorializing the changes.

3.2.2. Option Renewals: Consultant may request adjustments to compensation rates prior to any one-year option to renew the Agreement after the Initial Term.

3.2.4. All price adjustments require prior written approval from the City.

4. INVOICE REQUIREMENTS

4.1. Consultant shall invoice the City on a monthly basis for services provided during the previous month or in accordance with the payment scheduled specified in the Approved Task Order. Invoice must be in a format approved by the City and must include, at a minimum, the following:

4.1.1. Approved Task Order Number

4.1.2. Date of Service

4.1.3. Project/Service Description

4.1.4. Name of the Consultant staff member who perfomed the services

4.1.5. Hourly Rate

4.1.6. Number of Hours

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

Agreement with Lynx Technologies, Inc./Exhibit C-Insurance Requirements Page 1 Rev. 07-01-18

EXHIBIT C

A. COMMERCIAL GENERAL LIABILITY INSURANCE

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at Agreement with Lynx Technologies, Inc./Exhibit C-Insurance Requirements Page 2 Rev. 07-01-18
least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

C. WORKERS’ COMPENSATION

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.

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

2. P
rimary and non- contributing. Each insurance policy provided by Consultant shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution Agreement with Lynx Technologies, Inc./Exhibit C-Insurance Requirements Page 3 Rev. 07-01-18
from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Consultant’s insurance.

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

2. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge Agreement with Lynx Technologies, Inc./Exhibit C-Insurance Requirements Page 4 Rev. 07-01-18
City or Consultant for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

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

Or mailed to:

EBIX Inc.

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

Telephone number: 951-766-2280
Fax number: 770-325-0409
Agreement with Lynx Technologies, Inc./Exhibit C-Insurance Requirements Page 5 Rev. 07-01-18
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Consultant shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with Lynx Technologies, Inc./Exhibit D-Task Order Form Page 1 Rev. 07-01-18

EXHIBIT D

TASK ORDER FORM

Consultant shall not begin work on a project until a Task Order in the form below has been fully executed by the City.

This task order (“Task Order”) is made pursuant to the Agreement for Service between the City of Santa Clara and (INSERT CONSULTANTS NAME HERE) (“Agreement”).

PART A: GENERAL INFORMATION
TASK ORDER NUMBER: Original
First Revised
Second Revised
Other Contract No.

Consultant Name/Address:

Expiration Date of Agreement:

Consultant’s Project Manager:

Name: Email:

City’s Project Manager
Name: Email:

Period of Performance for this
Task Order:

Start Date: Expected Completion Date:

Maximum Compensation for this Task Order
Consultant Representative Name (Print)
Consultant Representative Signature

Consultant Representative Signature Date
City Project Manager Name (Print)
Authorized City Representative (Print)
City Representative Signature

City Representative Signature Date
* Authorized City Representatives include IT Project Manager or Director of IT □
□
□
□
Agreement with Lynx Technologies, Inc./Exhibit D-Task Order Form Page 2 Rev. 07-01-18
PART B: SERVICES TO BE PERFORMED

1. REVISED TASK ORDER
No
If yes, provide a brief description of the change(s).

2. SCO

PE OF SERVICES TO BE PERFORMED
The Consultant shall perform the service(s) described below in accordance with all of the terms and conditions of the Agreement. (Insert a detailed Scope of Services below or attach as a separate file.)
Scope of Services and cost proposal shall meet all of the provisions of Exhibit A and Exhibit B.

3. COMPENSATION
a. Basis of Compensation: Time & Materials Fixed Fee b. Payment Schedule:

Monthly Completion of Deliverable/Milestone Completion of Services
c. Payment Terms. See Exhibit B for payment of terms.

4. PR

OJECT MILESTONES

□
□
□ □
□ □
□
Agreement with Lynx Technologies, Inc./Exhibit E-Notice of Exercise of Option to Extend Page 1 Rev. 07-01-18

EXHIBIT E

NOTICE OF EXERCISE OF OPTION TO EXTEND AGREEMENT

AGREEMENT TITLE:

CONSULTANT:

DATE:

Pursuant to Section __ of the Agreement referenced above, the City of Santa Clara hereby exercises its option to extend the term under the following provisions:

OPTION NO. # of #

NEW OPTION TERM
Begin date:

End date:

CHANGES IN RATE OF COMPENSATION

Percentage change in CPI upon which adjustment is based:

Pursuant to Section ___ of the Agreement the rates of compensation are hereby adjusted as follows:
(use attachment if necessary)

MAXIMUM COMPENSATION for New Option Term:

Approved as to Form:

Dated:

GLEN R. GOOGINS
City Attorney

JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

□
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-209 Agenda Date: 3/25/2025

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 5 with Wallace Roberts and Todd, LLC for Downtown Precise Plan Infrastructure Fee Services to Extend the Term until December 31, 2025

COUNCIL PILLAR
Promote and Enhance Economic, Housing, and Transportation Development

BACKGROUND
The City has completed the planning effort to prepare a Downtown Precise Plan and Form Based Code to guide the redevelopment of the City’s former Downtown area. The Plan and Code were adopted on December 5, 2023.

The scope of work for the Downtown Precise Plan included the development of an Area Impact Fee.

The City hired a consultant, Wallace Roberts and Todd, LLC (WRT) who is responsible for preparing the technical documentation necessary for the development of an area development impact fee to cover the “fair share” cost of new infrastructure and public improvements serving the Precise Plan area. The purpose of this amendment is to extend an already approved contract until December 2025 so that staff can complete the impact fee for infrastructure. The infrastructure fee is related to improvements for new public streets, sidewalks, lighting, water and sewer.

The City’s initial contract with WRT has been amended four times. Amendment No. 1 was approved by the City Council in May 2021. The first amendment to the consultant contract was to add the following services to the scope of work for the Downtown Precise Plan: 1) Form Based Zoning Code and Sign Ordinance; 2) Development Impact Fee; 3) Downtown Management Entity; and 4) additional Downtown Community Task Force Meetings.

Amendment No. 2 was approved by the City Council in December 2021. The second amendment to the consultant contract added the following services to the scope of work for the Downtown Precise Plan: 1) Consultant Team Charette; 2) Added stakeholder meetings; 3) Financial Feasibility of Land Use Options analysis; 4) Financial Memo Addendum to Existing Conditions Report; 5) Context Study; and 6) Additional Downtown Community Task Force Meetings with subconsultants.

Amendment No. 3 was approved by the City Council in October 2022. The third amendment to the consultant contract was to add the following services to the scope of work for the Downtown Precise Plan 1) Project Initiation; 2) Program Confirmation; 3) City Hall Economic Assessment; 4) Criteria and Site Comparison; 5) Concept Testing and Test-Fitting; 6) Financial Evaluation; 7) Concept Refinement; 8) Final Options Report.

Amendment No. 4 was approved by the City Council in June 2023.The fourth amendment to the City of Santa Clara Printed on 3/21/2025Page 1 of 3
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25-209 Agenda Date: 3/25/2025
consultant contract was to add additional case studies of comparable city hall relocation projects around the U.S. to the scope of work for the City Hall Relocation Study.

Amendment No. 5 is now coming before Council to complete the final task in the scope of work previously approved by Council for the infrastructure fee. Once the assessment is completed, staff will bring to Council for direction and adoption of the fee at a future date. This scope of work will be completed by WRT and a subcontractor, EPS.

DISCUSSION
While a substantive portion of the scoped work for the Downtown has been completed, the development of an Area Impact Fee has not been finalized. It should also be noted that approximately $10,000 of contingency remains within the original WRT contract for preparation of the Precise Plan and Form-Based Code. However, this contingency needs to be maintained in case there are additional costs for the completion of the Area Impact Fee.

Staff is requesting that the City Council grant approval to the City Manager to amend the City’s contract with WRT to revise and extend the agreement’s termination date. This will allow staff and WRT to proceed with the development of the Area Impact Fee. This would be Amendment No. 5 to the contract with a revised termination date of December 31, 2025.

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

FISCAL IMPACT
Funding for the existing agreement with Wallace Roberts & Todd, LLC for the Downtown Precise Plan is currently budgeted in the Downtown Master Plan project in the General Government Capital Fund.

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

RECOMMENDATION
Authorize the City Manager to execute Amendment No. 5 to the Agreement with Wallace Roberts and Todd, LLC (WRT) for the Downtown Specific Plan to extend the term until December 31, 2025, in a final form approved by the City Attorney.

Reviewed by: Afshan Hamid, Director, Community Development Department City of Santa Clara Printed on 3/21/2025Page 2 of 3
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25-209 Agenda Date: 3/25/2025
Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. Amendment No. 5 with Wallace Roberts and Todd, LLC (WRT)

2. Original Agreement and RTC 19-1006

3. Amendment No. 1 and RTC 21-667

4. Amendment No. 2

5. Amendment No. 3 and RTC 22-1204

6. Amendment No. 4 Wallace Roberts & Todd
City of Santa Clara Printed on 3/21/2025Page 3 of 3
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Amendment No.5 to Agreement/WRT-Downtown Precise Plan Page 1 Rev. 10/25/19
Ebix Insurance No. s200004347

AMENDMENT NO. 5

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

WALLACE ROBERTS & TODD, LLC

PREAMBLE
This agreement (“Amendment No. 5”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Wallace Roberts & Todd, LLC, a Delaware Corporation (Consultant). City and Consultant may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement for Services Between the City of Santa Clara, California, and Wallace, Roberts & Todd, LLC,” dated October 17, 2019 (Agreement); and
B. The Agreement was previously amended by Amendment No. 1, dated October 21, 2021, Amendment No. 2, dated December 13, 2021, Amendment No. 3, dated November 3, 2022, Amendment No. 4, dated July 5, 2023, and is again amended by this Amendment No. 5. The Agreement and all previous amendments are collectively referred to herein as the “Agreement as Amended”; and
C. The Parties entered into the Agreement as Amended for the purpose of having Consultant prepare a Downtown Precise Plan and to prepare technical documentation necessary for the preparation of an area infrastructure fee, and the Parties now wish to amend the Agreement to revise the termination date.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement as Amended, entitled “Term of Agreement,” is amended to reflect a revised termination date of December 31, 2025.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 5 as evidenced by the following signatures of their duly authorized representatives.

Amendment No. 5 to Agreement/WRT-Downtown Precise Plan Page 2 Rev. 10/25/2019

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

GLEN R. GOOGINS
City Attorney

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

WALLACE ROBERTS & TODD, LLC
a Delaware Corporation

Dated:

By (Signature):

Name: James Stickley
Title: Principal
Principal Place of
Business Address:
478 Tehama Street, Suite 2B
San Francisco, CA 94103
Email Address: [email protected]
Telephone: (415) 575-4722
Fax: (215) 732-2551
“CONSULTANT”

EBIX Insurance No. *S200004347

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

WALLACE ROBERTS & TODD, LLC

PREAMBLE
This Agreement is entered into between the City of Santa Clara, a chartered California municipal corporation (hereinafter "City") and Wallace Roberts & Todd, LLC, A Delaware Corporation (hereinafter "Consultant"). City and Consultant may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

Exhibit A - Scope of Services
Exhibit B- Schedule of Fees
Exhibit C - Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions Agreement with Wallace Roberts & Todd, LLC
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of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the Initial Term of this Agreement shall begin on October 9, 2019 and expire on September 30, 2022.

B. After the Initial Term, the City reserves the right, at its sole discretion, to extend the term of this Agreement for an additional threewyear period ending September 30, 2025 ("Option Period"). City shall provide Consultant with no less than thirty (30) days prior written notice of its intention to exercise its option to extend the term of this Agreement.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Consultant shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence. However, any modifications or delays to the project schedule resulting from circumstances beyond the Consultant's reasonable control shall not be deemed to be the fault of the Consultant.

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

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6. COMPENSATION AND PAYMENT
In consideration for Consultant's complete performance of Services, City shall pay Consultant for all materials provided and Services rendered by Consultant in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is Five Hundred Seventy-Eight Thousand Three Hundred Forty-Six Dollars ($578,346), 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.

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

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

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

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

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

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

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

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

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

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

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

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

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acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the petformance of this Agreement.

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

City of Santa Clara
Attention: Community Development Department
Andrew Crabtree, Director
1500 Warburton Avenue
Santa Clara, CA 95050
[email protected], and
[email protected]
And to Consultant addressed as follows:

Wallace Roberts & Todd, LLC
Attention: Atisha Varshney
478 Tehama Street, Suite 28
San Francisco, CA 94103
(415) 575-4722
[email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

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

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

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

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

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

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated: \D- \7 - \q
~ - ----- D~ l S~NTANA
City Attorney
"CITY"
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

WALLACE ROBERTS & TODD, LLC
a Delaware Corporation
Dated: - o/;Fn~;:;f=;~;;:;::::::;;::::=~ ----
s y (Signature)· ----;----t-----::~ ,:c-t--r,.c~~;/7,r-t- -t---- - Name: "c:--:-.,,,C-----+---- --1--- -----
T i tie: Princi al
Principal Place of 478 Tehama Street, Suite
Business Address: San Francisco, CA 94103
Email Address: [email protected]
Telephone: (415) 575-4722
Fax: (215) 732-2551
"CONSULTANT"
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1. GENERAL

EXHIBIT A

SCOPE OF SERVICES

1.1. Consultant shall assist the City in developing the Downtown Precise Plan.

1.2. Project Schedule:

1.2.1. Consultant shall submit a draft project schedule to the City for review and approval. The City shall not unreasonably withhold approval.

1.2.2. The project schedule shall include the tasks listed below as well as the completion dates for each.

1.2.3. Consultant shall complete the tasks listed below by the scheduled date for each task in the final project schedule.

1.3. Subconsultants: The following subconsultants have been approved to perform services under this Agreement.

1.3.1. CSW/Stuber-Stroeh Engineering Group (Civil Engineering);

1.3.2. David J. Powers & Associates (CEQA);

1.3.3. Economic & Planning Systems, Inc. (Economics);

1.3.4. Greensfelder Real Estate Strategy (Place-making);

1.3.5. Kimley-Horn and Associates, Inc. (Transportation); and

1.3.6. Sargent Town Planning (Retail Strategy).

2. DOWNTOWN PRECISE PLAN CONSUL TANT SERVICES
Consultant shall complete each task listed below.

Task No. 1: Project Initiation
Consultant will complete the subtasks outlined below.

Subtask No. 1.1: Kick~off Meeting w/ Consultant Team
A. Services: Consultant and subconsultants will meet with City staff to review the project description, scope of work, timeline and budget.

B. Deliverable: Attend kick-off meeting.

Subtask No. 1.2: Base Map Development
A. Services: Consultant shall assist City staff in preparing base maps. The base maps shall include:

1. A map that demonstrates the adjacent context, public transit and major transportation routes, parks, schools, and project boundary;

2. The location of the Downtown Precise Plan Area (''Plan Area") in the greater context of the other focus areas and the City of Santa Clara; Agreement with Wallace Roberts & Todd, LLC
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3. Aerial maps, General Plan land use and zoning maps;

4. A map of the Plan Area showing streets, curbs, parcels, buildings, landscape features, and parking areas; and

5. Any other tasks in this scope that require mapping.

8. Deliverable:

Base map development.

Subtask No. 1.3 Existing Conditions Report (Data Collection & Analysis):

A. Services: Consultant team, with City assistance, shall collect and analyze existing data and existing conditions and create a brief report. The analysis of the study area-including the Plan Area and its immediate context will include, but not be limited to:

1. Demographic and socioeconomic characteristics, including population, households, age, ethnicity, language, place of birth and residence, disability, income and poverty status;

2. Property ownership;

3. Employment (number of jobs by wage/salary and occupation);

4. Planned land use and zoning designations, and relevant planning guidance in the form of policies pertaining to land use, development, urban design, parks and public facilities, historic preservation;

5. Summary of previous planning efforts for the project area;

6. Summary of other relevant Planning documents that will inform the Precise Plan;

7. Development projects in the pipeline and underway;

8. Existing affordable housing (including existing restricted and unrestricted affordable housing sites);

9. Historic structures and places and historic background of the Downtown;

10. Site Character;

11. Block Pattern, building pattern, parking surfaces, community anchors, character areas, critical linkages, streetscape, public realm, and vocabulary of landscape and development features;

12. Existing/proposed public transportation (including stop locations and frequencies), roadway facilities, bike and pedestrian routes;

13. Transit ridership and multimodal traffic volume data; i.e. vehicle, bicycle and pedestrian, travel mode to work, travel and circulation patterns;

14. Existing operations of each transportation system component based on available data;
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15. Existing/proposed infrastructure capacity;

16. Existing land use (inventory of housing, jobs, parks, neighborhood amenities/retail, community facilities, social services, and schools/playgrounds) and physical characteristics; and

17. Natural hazards data.

B. Deliverable: Submission of Existing Conditions Report in editable Microsoft Word and PDF formats.

Subtask No. 1.4: Opportunities and Constraints Analysis A. Services: The vision for the Downtown is to promote it as the historic, economic, and cultural heart of the City in such a way that enhances its strong business climate and bolsters the City's high quality of life. Consultant shall identify opportunities for development, and where the development will be constrained.

Specific objectives include:

1. Identifying assets on which to build, such as the character of surrounding neighborhoods; successful businesses, programs and gathering spaces; proximity to transit and the university;

2. Identifying design goals and policies necessary for future development to successfully meet the vision for the Plan Area;

3. Considering how to support historic preservation and sensitively transition new development to the adjacent single-family neighborhood;

4. Exploring options for connecting the area to transit, particularly to the Santa Clara Transit Station, and re-stitching the street grid;

5. Identifying curb-side management strategies to incorporate evolving transportation technologies and the shared economy;

6. Identifying potential future development sites within the Plan Area, and how future development could proceed in phases;

7. Site Constraints;

8. Development parameters and opportunities based on current zoning regulations;

9. Ground truthing the development capacity identified in the General Plan (i 29,300 square feet of new commercial uses and 396 new residential units) and considering the "fit" between realistic development outcomes under the existing plan and the emerging vision for the Plan Area.

B. Deliverable: Opportunities and Constraints report, including maps, graphics, and narrative necessary to convey the results of the analysis.

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Task No. 2: Issue Identification and Vision
Consultant will complete the tasks outlined below.

A. Services: Develop Community Involvement/ Public Outreach Strategy The Consultant shall develop a collaborative public outreach strategy for the project.

The strategy shall outline the process for engaging stakeholders, leaders, community groups, minority populations, and other interested citizens in crafting a Precise Plan for the Downtown Focus Area. The Public Outreach Strategy shall include, but not be limited to:

1. Online Engagement Tools. Consultant will provide graphics and interactive materials for the City's website and social media, to mirror and augment in person engagement and expand the community outreach to a diverse population. Consultant will revise or monitor the on line engagement tool based on the feedback from City staff or community if necessary.

2. Establish Technical Advisory Committee (TAC). The focus of the TAC will be to provide technical feedback at key points in the planning process. City staff will take the lead in establishing and coordinating the TAC and identifying specific members. The Consultant will provide feedback to the TAC members and facilitate and lead discussions, present technical materials, and take summary notes at three (3) TAC meetings. The following are the anticipated meeting topics requiring Consultant attendance.
• Meeting 1: Project overview and input from participants on the Public Outreach Strategy, Existing Conditions Report, and Opportunities and Constraints Analysis.
• Meeting 2: Review of potential plan scenarios and input on preferred direction.
• Meeting 3: Review of and input on plan framework, urban design and streetscape characteristics.

3. Downtown Community Task Force (DCTF). The focus of the DCTF will be to provide project updates, review the progress of the work and plan specifics, discuss issues and direction, and provide input. City staff has established the DCTF and identified the specific members. The Consultant team shall prepare meeting agendas, act as the facilitator for each of the task force meetings and lead discussions, present technical materials, and take summary notes. The following are the anticipated meeting topics requiring Consultant attendance. Additional meetings may be needed as the project progresses.
• Meeting 1: Project overview (including Existing Conditions Report) and input from participants on identifying community assets, anchors and challenges, opportunity development sites to address in the development of the Plan, and to help the DCTF articulate the vision for the Plan Area.
• Meeting 2: Overview of financial analysis. Review of potential plan Agreement with Wallace Roberts & Todd, LLC
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scenarios (created in Task 4 below) and input on preferred direction. • Meeting 3: Review and input on plan framework, which may include land use, multi-modal connectivity, streetscape alternatives, and urban design standards.
• Meeting 4: Review of public draft or adoption draft plan, and input on any refinements or additional details necessary.

4. Public Meetings. Facilitate events such as workshops, town halls, and open houses, and direct engagement such as pop-up workshops, focus groups, or interviews with stakeholders and/or focus groups. The Consultant team will work with City staff to identify residents, businesses, property owners, relevant public agencies, community groups, neighborhood associations, nonprofits, and faith-based organizations for outreach. The City will provide noticing and outreach for all community workshops. At a minimum, there shall be three (3) public meetings, two (2) workshops and one (1) open house.

5. Planning Commission / City Council Study Sessions. The Consultant shall assume presentations of draft material for at least two (2) Planning Commission and two (2) City Council study sessions.

To ensure meaningful engagement opportunities across the Plan Area's population, the strategy will identify any needed translation services required at the engagement activities defined in this task-using the demographic data gathered for the existing conditions report to understand level of need by specific language.

8. Deliverables:

1. Public Outreach Strategy memo that includes an outline of the key steps of the outreach process and anticipated schedule of when various engagement activities would occur.

2. Graphics and interactive materials for the City's website and social media.

3. Materials necessary to facilitate community, DCTF, and TAC meetings, including but not limited to; a PowerPoint Presentation; Exhibition boards; and meeting agenda.

4. Meeting summaries documenting input at TAC, DCTF, and stakeholder meetings.

5. Attendance at three (3) Technical Advisory Committee meetings.

6. Attendance at four (4) Downtown Community Task Force meetings.

7. Attendance at five (5) Stakeholder meetings.

8. Attendance at two (2) Planning Commission hearings and two (2) City Council Study Sessions.

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Task No. 3: Financial Analysis - Economic Sustainability Consultant will complete the tasks outlined below.

A. Services: Develop a Financial Analysis and Commercial Retention Strategy

1. The Consultant will analyze potential market demand for housing, commercial, office, and mixed-use development in the Precise Plan Area.

This analysis shall include the following.
a) Market Assessment: Consultant will establish and document real estate market potential and development factors relevant to the Downtown Plan Area. As part of its market assessment, Consultant will consider broad market trends as well as detailed information concerning new, high-performing local and regional comparable projects, including their market positioning, architectural format, amenity offerings, and market value.
• Socioeconomic and Market Trends: Consultant will establish and document real estate market potential and development factors relevant to the Downtown Plan Area. As part of its market assessment, Consultant will consider broad market trends as well as detailed information concerning new, high-performing local and regional comparable projects, including their market positioning, architectural format, amenity offerings, and market value • Market Valuations: Consultant will study real estate market product values in the local and regional market, including sale values and lease rates for product types that may be most appropriate for development for the Downtown. This focus on product valuation will home in on specific building sale and lease transactions. Consultant will consider a range of potentially comparable projects, developing case studies as appropriate, to establish market data for subsequent financial pro forma feasibility analysis.
b) Financial Feasibility: Consultant will develop a proforma financial analysis to inform the financial viability of potential projects for the Downtown.
c) Retail Strategy: Greensfelder Real Estate will work with Consultant on the economic analysis around commercial space, providing greater depth of experience in the specific retail segments and space needs that may be suited to Downtown Santa Clara to include:
• Analysis of potential key retail sites; and
• Recommendations on how ground floor commercial should be laid out along the connection axis between the Downtown area and transportation hubs.

2. The Consultant shall review the planned development program (129,300 square feet of new commercial uses and 396 new residential units) against real estate market conditions and trends within the Plan Area and the larger Agreement with Wallace Roberts & Todd, LLC
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surrounding market area and assess the potential competitiveness of the Plan Area in capturing enough demand to support the planned build-out and assess the economic challenges to creating the desired development pattern.

Consultant shall make recommendations on what type and amount of development and density will be needed to make it feasible to redevelop the Plan Area and support infrastructure needs and desires.

3. Based on the findings from the work above, the Consultant shall develop a recommended strategy that the City can take to overcome any identified challenges.

B. Deliverable: Financial analysis report including findings from the market assessment and financial feasibility testing. Specifically, the report will include recommendations on the amount, size, type, and location of commercial uses, and assessment of the potential of the Plan Area to support the planned build out. The report also will make suggestions for Plan implementation that seek to achieve the City's vision of an active Downtown destination.

Task No. 4: Development Scenarios / Conceptual Plans
Consultant will complete the subtasks outlined below.

Subtask No. 4.1: Land Use and Circulation Scenario Development A. Services: Consultant team will develop three (3) long-term vision scenarios for the Plan Area. The scenarios shall represent the planned build-out of the Plan Area and could include different land use and development intensities, key development sites, multi-modal connectivity improvements, open space plans, streetscape and public space improvements, infrastructure improvements, preserved or enhanced community anchors, and other physical changes to illustrate the various alternatives and potential concepts for the future of the area.

The water, sewer, electrical and natural gas demand associated with development under each scenario will also be assessed.

The intent of the scenarios is to enable long-term creative thinking for the Plan Area around several topics, by providing a small number of initial concepts for the community, City staff, elected officials, and other stakeholders to respond to.

The concepts will be informed by the market and financial feasibility analysis (Task 3 above) and be feasible under current or potential future market conditions. The land use scenarios will be vetted with the DCTF and the TAC and used as a starting point for community feedback and creative problem solving in a workshop format.

B. Deliverable: Land Use Scenarios Memorandum, including maps and graphics for each scenario; a "fact sheet" that provides an overview of development potential, land use mix, potential intensities and heights, anticipated growth in residents and/or workers, potential new public spaces, and consideration of tradeoffs; and precedent images that illustrate development types associated with each scenario. The Consultant team will refine the concepts and finalize them for Workshop #"1 based on the comments received from City staff, the TAC Agreement with Wallace Roberts & Todd, LLC
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and the DCTF.

Subtask No. 4.2: Plan Framework and Urban Design Team Charrette A. Services: Based on feedback on the land use concepts, including critical feedback from the first workshop, the Consultant team will create a "plan framework" that best expresses the community's vision for the fundamental elements, relationships, and character of future Downtown development. This plan framework will be the starting point for discussions with the DCTF and TAC in a second round of meetings that will also be the launching point for a 3-day team charrette.

B. Deliverable: Plan Framework and Urban Design Team Charrette.

Subtask No. 4.3: Opportunity Site Development Scenarios A. Services: The Consultant, with assistance from the City and the DCTF (meeting #1 in Task 2 above) and based on the land use scenario development in Subtask

4.1 above, shall identify at least three (3) opportunity sites for which to model three (3) physical development options, including photo-simulations and/or other visual graphics necessary to depict potential new development. These graphics shall illustrate design concepts for vision, land use, open space and placemaking, urban design and streetscape and circulation chapters. The outcomes of this task shall inform the content of Workshop# 2 in Subtask 5.2 below and the development of the design guidelines for the Draft Plan in Subtask

6.6 below.

B. Deliverable:

1. Opportunity Site Development Scenarios Memorandum. The opportunity site development scenarios memorandum shall include diagrams used to illustrate the development of at least three (3) opportunity sites each with three (3) physical development options that may be depicted using 30 models, photo simulations, plans, and sections. These graphics shall illustrate design concepts for vision, land use, open space and place making, urban design and streetscape and circulation chapters.

Each of the development options shall be accompanied by descriptions, diagrams, development tables, pros and cons comparisons, and a summary of the effectiveness of each alternative in meeting project goals and indicators or addressing significant issues project issues.

It is expected that some of these graphics will be used in the final Plan document and will therefore require multiple revisions based on City staff and public comments. As such, the Consultant shall make changes to the graphics to the satisfaction of City staff.

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Task No. 5: Workshops
Consultant will complete the subtasks outlined below.

Subtask No. 5.1: Workshop #1: Identifying Plan Principles, Opportunities and Constraints, Land Use
A. Services: The first workshop shall introduce community members to the project, present existing conditions and background research, summarize the public outreach strategy, and gather public input on the opportunities, constraints, goals, principles, and a vision for the Plan Area as determined by City staff and the Consultant. The workshop shall build on the work completed in Subtask 4.1 above. The presentation should include context-sensitive development examples and sketches that can be used for gauging community preferences.

B. Deliverables:

1. Facilitate Workshop #1.

2. Provide an agenda, PowerPoint presentation, and a minimum of five exhibition boards and other graphic materials necessary for community engagement activities.

3. Provide a workshop summary report that will be published on the City's website and shared with the community. This shall be done in a maximum of two weeks after the workshop.

4. Prepare the draft guiding principles/vision. The draft guiding principles/vision report shall identify the guiding principles and vision inspired by community input and will be used for the entire planning process.

Subtask No. 5.2: Workshop #2: Urban Design & Circulation/ Streetscape A. Services: The second workshop shall present the results of stakeholder and community feedback from Workshop #1 , build upon the work completed in Subtask 4.3 above, and introduce urban design, streetscape, and circulation concepts, as well as conceptual development alternatives. The workshop shall be geared towards receiving feedback on the draft concepts, alternatives, and features that are desired in the Plan Area, which will be used to help shape the draft Precise Plan.

B. Deliverables:

1. Provide an agenda, PowerPoint presentation, and a minimum of eight (8) exhibition boards and other graphic materials necessary for community engagement activities.

2. Provide a workshop summary report that will be published on the City's website and shared with the community. This shall be done in a maximum of two weeks after the workshop.

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Task No. 6: Develop Draft Precise Plan Chapters
Consultant will complete the subtasks outlined below.

A. Services:

The Consultant team will create the draft Plan based on the results of the Land Use Scenarios and Opportunity Site Development Scenarios memorandums, existing conditions report and the results of the public engagement process.

The Consultant team shall develop a template for the draft Precise Plan document in Adobe InDesign. The draft Precise Plan shall address the topics discussed in the subtasks below. Each chapter shall identify principles for the given topic supported by goals, policies, standards, and guidelines as appropriate. The Plan shall include supporting illustrations and graphics that support the narrative.

1. Task 6.1: Introduction: Description of the project setting, purpose of the document, relationship to other City plans and policies, and a description of the planning process used to develop the Plan and the role the public played in creating the Plan.

2. Task 6.2: Vision & Guiding Principles: Describes the overall vision and principles of the Plan.

3. Task 6.3: Goals & Policies: The goals and policies for the Precise Plan shall provide a framework for the physical development of the Plan Area and support the vision for the Plan. The goals and policies shall include, and build upon, the existing policies in the General Plan for the Downtown Focus Area, as well as the City-wide policies related to areas of historic sensitivity, in Section 5.6, and neighborhood compatibility, in Section 5.5.

4. Task 6.4: Land Use Plan
a) The land use fabric shall be designed to facilitate the development of a complete community with a mix of land uses that promote increased pedestrian activity and contribute towards the development of a strong community identity with vibrant public spaces. The land use plan shall also reflect historic structures and transitions to single~family homes. b) Development within the Plan Area could be at intensities of almost 2.0 FAR, with building heights between five and eight stories. Allowed building intensity and heights in the remainder of the Plan Area are typically lower, with maximum heights between three and four stories.

Description of land use designations should reflect the planned total number of units and square footage of non-residential uses. Population and job projections should also be included.

5. Task 6.5: Circulation & Parking
a) To support the development of the preferred alternative and to create "complete" streets for all modes and improve access and safety in and around the Plan Area, the Consultant shall identify conceptual circulation and roadway improvements, and policies and guidelines to support such improvements. The circulation and roadway
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improvements will be identified through the results of a transportation and circulation analysis. The analysis shall focus particularly on improving bicycle, pedestrian, and transit access within and to the Plan Area. Specifically, connections to nearby destinations, such as the Santa Clara Transit Station, Santa Clara University, the Old Quad neighborhood, El Camino Real, and City Hall, should be emphasized for pedestrian and bicycle movement. The vision in the General Plan for the Downtown Focus Area includes a future transit loop to connect the Downtown area to the Santa Clara Transit Station, and possibly the aforementioned areas.
b) The circulation network for the Precise Plan shall serve all modes of travel and may include new streets, paths and connections to existing roadways. Specifically, the General Plan calls for reconnecting Franklin Street and returning the street grid. Storm water management in the public right-of-way shall also be addressed. Circulation maps, graphics, and cross section recommendations for streets and path facilities in the Plan Area shall be prepared.
c) Parking management strategies and Transit Oriented Development (TOD) parking ratios shall be identified, as well as a range of Transportation Demand Management (TOM) measures that may be applied to future development projects.
d) Wayfinding Program: The Consultant shall develop a comprehensive wayfinding and community identification sign program to promote the identity of the Downtown Plan Area and make it easier for visitors to find their way around and enhance the overall experience. As a part of this program, gateway locations should be identified.

6. Task 6.6: Design Guidelines
The design guidelines shall build upon the City's existing General Plan design policies, as well as the information gathered at the community workshops, TAC, and DCTF meetings, to identify additional guidelines that should apply specifically to this Plan. These guidelines shall be designed to facilitate attractive pedestrian, bicycle, and transit-oriented development that is also consistent with sustainability and green building best practices. The design guidelines shall be supported with illustrations and graphics necessary to provide a clear understanding of the intent of key guidelines. a) Building Design Guidelines: For new development within the Plan Area the building design guidelines shall address: building siting; bulk and massing; height; setbacks; transitions to adjacent existing low scale uses; transitions and sensitivity to adjacent historic resources; building articulation; architecture; landscape design strategies; and parking design.
b) Open Space Design Guidelines: Open space design guidelines shall address the provision for adequate public and private open space as Agreement with Wallace Roberts & Todd, LLC
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an integral part of the conceptual land-use alternatives and site planning for new development. These guidelines shall also address creating a network of open spaces connected by greenways and/or pedestrian-priority streets that complement and connect with other existing open spaces within a half mile distance of the Plan Area. c) Streetscape / Public Realm Design Guidelines: The Consultant shall develop "public realm" streetscape plans that identify conceptual improvements for specific locations from the range of options discussed with the community. Streetscape improvements should include enhanced bikeways, widened and enhanced sidewalks and park strips, street trees, medians, pedestrian bulb-outs and pedestrian crossing refuge areas, transit stop improvements, enhanced crosswalks, placemaking strategies, public space and plazas, lighting, landscape and furnishings, signage, etc. The Consultant shall provide graphic representations of the streetscape plans, including:
• Before/after photomontage (simulation) illustrations for streetscape and circulation improvements;
• Streetscape sections; and
• Diagrams/graphics that illustrate streetscape improvement concepts, including, but not limited to, crosswalks, bike lanes, intersection improvements, curb ramps, and pedestrian refuge islands.

7. Public Services and Implementation
a) The Consultant shall include information about services and infrastructure needed to implement the Plan, including specific policies regarding utilities, public safety, and parks.
b) The Plan shall also identify actions and strategies for its implementation, including needed infrastructure improvements, such as roadways and parkland, and financing strategies to enable these improvements. An evaluation of projected costs and revenues associated with the proposed new streets (including utility infrastructure) and trolley loop and its potential effect on the City's budget should also be included.

B. Deliverables:

1. Administrative Draft Downtown Precise Plan:
a) One (1) Microsoft Word copy of the Plan (text only); b) One (1) Adobe lnDesign template for the Plan document; c) One (1) Adobe lnDesign copy of the Plan;
d) All electronic source files used to create the document; and e) All electronic supplementary files to the report.

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Task No. 7: Community Open House
Consultant will complete the tasks outlined below.

A. Services: The Consultant team shall assist staff in hosting an open house to present the Draft Plan to the community and provide an opportunity for the community to comment.

B. Deliverables:

1. Prepare and provide an agenda, PowerPoint presentation, and exhibition boards.

2. Facilitate the Community Open House.

3. Provide a workshop summary report that will be published on the City's website and shared with the community. This shall be done in a maximum of two weeks after the workshop.

Task No.8: Draft Plan Refinement
Consultant will complete the tasks outlined below.

A. Services: Refine the Plan document based on the comments received from the open house and TAC and DCTF meetings. The plan refinement may require multiple revisions in coordination with City staff.

B. Deliverables:

1. One (1) Adobe In Design copy of the refined Draft Plan.

2. All electronic source files used to create the document.

3. All electronic supplementary files to the report.

4. One (1) fully editable PDF copy of the refined Draft Plan.

Task No. 9: California Environmental Quality Act (CEQA) Clearance Consultant will complete the subtasks outlined below.

Subtask No. 9.1: Define Project, Review Data, Determine Existing Conditions, and Determine CEQA Strategy
A. Services: The Consultant shall work with City staff to define and determine the CEQA strategy necessary to prepare and complete the necessary CEQA documentation for adoption of the Precise Plan. The Consultant shall participate in a kick-off meeting to help determine the CEQA strategy and schedule. The meeting agenda shall include, but not be limited to, defining the scope, identifying the sections to include in the environmental document, collecting the necessary data and research, and determining the existing conditions.

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B. Deliverables:

1. Attend Kick-off meeting.

2. CEQA Strategy and Schedule.

Subtask No. 9.2: Prepare Draft Environmental Review Clearance Documents A. Services: Consultant shall prepare draft environmental review clearance documents. The environmental review scope is anticipated to include a program level Initial Study with technical studies, and Negative Declaration or Mitigated Negative Declaration that tier off the certified Environmental Impact Report (EIR) for the City of Santa Clara 2010-2035 General Plan The document shall address all required CEQA topics. At a minimum, technical studies will be required for cultural resources, traffic, and air quality.

B. Deliverables:

1. Notice of Determination, one draft and one final version.

2. Attend one Planning Commission and one City Council hearing.

3. Prepare final Initial Study.

However, if an EIR is required, the report shall include the following deliverables:

1. Prepare a Notice of Preparation (NOP) (one draft and one final).

2. Assist City staff with scoping meeting(s); review, compile, and respond to comments received.

3. Prepare Administrative and public draft EIR.

4. Prepare a Notice of Completion (NOC) and Notice of Availability (NOA) (one draft and one final).

5. Prepare the First Amendment to the Draft EIR; including Response to Comments, Mitigation Monitoring and Reporting Program, CEQA Findings, and Statement of Overriding Considerations, if applicable.

6. Prepare Notice of Determination (NOD) (one draft and one final).

7. Attend one (1) Planning Commission and one (1) City Council hearing.

8. Prepare final environmental document.

Task No. 10: Planning Commission and City Council Public Hearings Consultant will complete the subtasks outlined below.

Subtask No. 10.1: Planning Commission Hearing
A. Services: The Consultant team shall make changes to the draft document (text and/or graphics) based on the Planning Commission's recommendations.

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B. Deliverables:

1. Attendance at Planning Commission Hearing.

2. Preparation of material content for staff report and PowerPoint presentation.

Subtask No. 10.2: City Council Hearing
A. Services: The Consultant team shall make changes to the draft document (text and/or graphics) based on the City Council's recommendations.

B. Deliverable:

1. Attendance at City Council Hearing.

2. Preparation of material content for staff report and PowerPoint presentation.

3. OPTIONAL TASKS
At the City's sole option, the Consultant may assist the City with the development of a Request for Proposals (RFP) for the sale or lease for the development of City owned properties located within the Downtown Precise Plan Area, by performing one or more of the services described below. All optional tasks performed shall be priced pursuant to the pricing stated in the Optional Task Price List in Exhibit B, Section 4.

3.1. Optional Tasks

5.4.1. Developer Round Table Conference: Consultant shall engage with the developer community to form a panel that reflects the various project types that may be appropriate to different areas of the Downtown study area. Consultant shall facilitate a round table conference where the developers will show the projects they have built and explain how they may be appropriate to certain downtown infill opportunities and what project characteristics would be attractive to them.

5.4.2. Student Engagement: Consultant shall perform targeted outreach to students at Santa Clara University, local high schools and other youth organizations to engage them in shaping the future of Downtown Santa Clara.

5.4.3. Summer Event Pop-Ups: Consultant shall facilitate up to three (3) pop-up booths at city-wide events such as farmers markets, art & wine festivals, street dance events, the Fourth of July City picnic, etc.

5.4.4. Meeting in A Box: Consultant shall provide a complete package of engagement tools to City staff or partner organizations to conduct outreach and engagement meetings. Consultant shall also perform an audit of the meeting(s) with TAC/DCTF members and
stakeholders.

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5.4.5. Retail "101" Workshop: Consultant shall present a workshop discussing how retailers determine if a new store is warranted; how data is collected and analyzed; how real estate is evaluated; and how internal decision processes work. Participant takeaways shall include an understanding of retailer processes, so they can determine whether a retailer cares about a particular property, and how to communicate a property's compelling attributes to a potential retail tenant.

5.4.6. Ground-Floor Retail Best Practices Guidance Document: Consultant will prepare a guidance document for City staff (and developers) to use to make sure that ground floor space is designed appropriately for retail uses.

5.4.7. Illustrations: Consultant shall provide artist renderings of the preferred concept.

5.4.8. Phase 1 Environmental Assessment: The Initial Study's Hazardous Materials section will be augmented by a Phase I Environmental Site Assessment prepared by Consultant, or Subconsultant. Mitigation measures to reduce significant hazard and hazardous material impacts will be identified, as appropriate.

5.4.9. Environmental Impact Report: Consultant shall prepare an Environmental Impact Report.

5.4.10. Support Preparation of Developer RFP: Consultant shall assist the City in the preparation and review of a developer RFP.

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1. Maximum Compensation

EXHIBIT B

SCHEDULE OF FEES
The maximum amount of compensation to be paid to Consultant shall not exceed Five Hundred Seventy-Eight Thousand Three Hundred Forty-Six Dollars ($578,346).

2. Project Tasks
City shall pay Consultant for completed Downtown Precise Plan preparation tasks as set forth in the Scope of Services (Exhibit A) at the rates listed in Table B1 - Payment Schedule below.

3. Reimbursable Expenses
City shall pay Consultant for approved reimbursable expenses. The total not-to-exceed compensation for reimbursable expenses is listed in Table B1- Payment Schedule below.

Table B1 - Payment Schedule
Task Number Deliverable

1.1 Project Initiation Kick-off Meeting

1.3 Existing Conditions Report

1.4 Opportunities and Constraints Report
2 Public Outreach Strategy Memo
2 Online Community Engagement Tool
2 Materials for Meetings
2 Meeting Minutes and Comment Summaries
2 Attend Three TAC Meetings
2 Attend Four DCTF Meetings
2 Attend up to Five Public Meetings
2 Attend Two Planning Commission Hearings
and Two City Council Study Sessions
3 Financial Analysis Report

4.1 Land Use Scenarios Memo

4.2 Opportunity Site Development Scenarios
Memorandum
5 Plan, Schedule, and Facilitate Two Workshops
Agreement with Wallace Roberts & Todd, LLC
Rev. 07-0i-iB
Cost
$19,910
$33,945
$13,170
$1,850
$6,970
$3,660
$3,120
$11,230
$15,880
$5,240
$10,320
$31,260
$38,235
$36,505
$21,014
Page B-1
5 Draft guiding principles/vision report for
Workshop #1
5 Workshop summary report for two workshops
6 Administrative Draft Downtown Precise Plan
7 Prepare agenda, PowerPoint Presentation,
and exhibition boards, and attend Community
Open House
7 Workshop summary report for Community
Open House
8 Refine the draft Plan document

9.1 Attend CEQA project meeting

9.1 Prepare CEQA strategy and schedule
documents

9.2 Administrative draft environmental document

9.2 Notice of Preparation

9.2 Assist City staff with scoping meeting(s);
review, compile, and respond to comments
received

9.2 Prepare Administrative and public draft EIR

9.2 Prepare a Notice of Completion and Notice of
Availability

9.2 Prepare amendment to draft EIR

9.2 Notice of Determination

9.2 Attend one Planning Commission hearing and
one City Council hearing

9.2 Final draft of the EIR

10.1 Attend Planning Commission Hearing

10.2 Attend City Council Hearing

10.2 Materials for the staff report and PowerPoint
presentation
i--ai Reimbursable Expenses
TOTAL
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Rev. 07-01-18
$540
$567
$68,380
$9,994
$526
$12,880
$2,930
$69,950
$5,160
$5,160
$9,680
$14,295
$452,371
Page B-2

4. Optional Tasks

4.1. At the City's sole option Consultant shall perform the optional task(s) listed in Exhibit A, Section 3 entitled "Optional Tasks".

4.2. City shall pay Consultant for completed optional tasks at the rates listed in Table B2- 0ptional Task Price List below.

Table B2 - Optional Task Price List
Task Cost
Developer Round Table Conference $8,320
Student Engagement $7,500
Summer Event Pop-Ups $8,020
Meeting in A Box $2,940
Retail "101 ll Workshop $2,500
Ground-Floor Retail Best Practices Guidance Document $4,000 Phase 1 Environmental Assessment $14,375
Prepare EIR $30,000 -
$70,000
Support Preparation of Developer RFP (per site) $8,320

5. Invoicing

5.1. Consultant shall submit to the City a monthly invoice by the fifteenth (15th) day of each month, in arrears, for payment for services performed the previous month, pursuant to this Agreement.

5.2. Each invoice shall include the task costs for the previous month. The invoiced task costs shall be in a separate section from the reimbursable expenses.

5.3. The City shall review the invoice submitted by Consultant and within ten (10) working days of receipt of the invoice, the City shall notify Consultant of any discrepancies or deficiencies in said invoice.

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

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8. Payment to Consultant

8.1. Except as otherwise provided in this Agreement, the City shall make monthly payments within thirty (30) calendar days from the City's approval of Consultant's invoice.

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Page 8 ends

EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

C. WORKERS' COMPENSATION

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

2. The indemnification and hold harmless obligations of Consultant included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Consultant or any subconsultant 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.

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

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Consultant's work for City, using Insurance Services Office (ISO) Endorsement CG 201011 85 Agreement with Wallace Roberts & Todd, LLC
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or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

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

3. Cancellation.

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

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

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

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

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

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

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

H. EVIDENCE OF COMPLIANCE
Consultant or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25"8 certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.

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

EBIX Inc.

City of Santa Clara, Parks and Recreation Department
P .0. Box 100085 - 82 or 1 Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
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I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Consultant shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
19-1006 Agenda Date: 10/8/2019

REPORT TO COUNCIL

SUBJECT
Action on the Award of Agreement to Wallace Roberts & Todd, LLC for Downtown Precise Plan Consultant Services and Related Budget Amendment

BACKGROUND
The City of Santa Clara’s 2010-2035 General Plan identifies focus areas throughout the City, including the Downtown area, to promote the City’s diverse economic base and meet the demand for housing that addresses job growth in the City and region.

In August 2015, the Santa Clara City Council adopted a Strategic Objective to evaluate a Santa Clara Downtown/Super Block project. The City then hired an urban design consultant to help facilitate a series of workshops and meetings between October 2015 and November 2017, which were used to gather community input on a vision for the Downtown area’s future development. Through this process the community identified several objectives for the redevelopment of the Downtown area as a vibrant, pedestrian-oriented destination. The restoration of Franklin Street as a public right-of-way open to vehicular traffic was identified as a primary objective.

The possibility of revitalizing the City’s historic Downtown area has engaged City community members, including organizations such as Reclaiming Our Downtown and the Old Quad Resident’s Association. In response to community interest, the City Council approved the Biennial 2018/19 and 2019/20 Capital Improvement Program Budget that includes $400,000 to support the preparation of a Precise Plan that will provide guidance for new development within the Downtown area through policies, guidelines, and illustrations that implement the community vision and objectives for a vibrant, pedestrian-oriented destination. As part of this effort, the City requires a consultant to assist in the preparation of the Precise Plan.

DISCUSSION
In February 2019, the City issued a Request for Qualifications (RFQ) for Downtown Precise Plan Consultant Services, using the City’s e-procurement system. A total of 75 companies viewed the RFQ and the City received proposals from four companies by the March 25, 2019 deadline:
· Dyett & Bhatia Urban & Regional Planners (Oakland, CA) · Lisa Wise Consulting, Inc. (San Francisco, CA)
· M. Arthur Gensler, Jr. & Associates dba Gensler (Los Angeles, CA) · Wallace Roberts & Todd, LLC (San Francisco, CA)
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Evaluation: A seven-member evaluation team with representation from the Community Development Department, Public Works Department, City Manager’s Office, and the Downtown Community Task Force was formed to evaluate the proposals. Each team member independently evaluated and scored the proposals.

Proposal Responsiveness: Staff determined all proposals were responsive and met the initial pass/fail review of the stated minimum qualifications.

Cover Letter and Qualifications (25% weight): A letter identifying the proposer’s firm and highlights of the proposal package. Additionally, each proposer submitted a statement of qualifications for their firm and proposed project staff including resumes and relevant project lists.

Project Approach (25% weight): The evaluation team evaluated the proposers’ project approach including the major tasks and services to be provided, and proposed subconsultants.

Draft Scope of Work (40% weight): The proposers were required to submit a draft scope of work for the project including a project schedule that outlined the timing of each task and deliverable.

References (5% weight): The proposers were required to submit with their proposal three references for similar services performed.

Cost (5% weight): Cost proposals were opened and scored at the end of the technical proposal evaluation.

Oral Presentations: On June 28, 2019, the four proposers were invited to participate in oral presentations to demonstrate their knowledge and understanding of the City’s requirements and introduce key personnel who would be assigned to the project.

The evaluation results are summarized in the table below.

Criteria Maximum
Points
Dyett &
Bhatia
Lisa Wise
Consulting
Gensler Wallace
Roberts & Todd
Cover Letter 5 4 4 4 4
Firm Qualifications 10 8 8 8 8
Staff Qualifications 10 8 8 8 8
Draft Scope of Work 40 27 29 32 33
Project Approach 25 19 19 18 21
References 5 3 4 4 5
Cost 5 5 4 4 4
Totals 100 74 76 78 83
Notice of Intended Award:

A Notice of Intended Award (NOIA) announcing the City’s recommended Consultant was published on July 1, 2019. The RFQ process included a ten-day protest period; no protests were received.

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19-1006 Agenda Date: 10/8/2019
Recommendation:

Staff recommends award of agreement to Wallace Roberts & Todd, LLC. The evaluation team unanimously agreed that their expertise and project approach is the most advantageous and provides the best value to the City. The Consultant’s team is comprised of industry experts in town planning, placemaking, transportation, economic development, environmental analysis, and community engagement. Additionally, their solution included the following key attributes. · Integrated community engagement that is built upon the efforts conducted in 2015 and 2017; · Balance between community needs and development realities; · Pro forma financial feasibility testing of prototypical opportunities to provide an assessment of current planning parameters and the economic challenges to creating the desired development pattern; and
· Development of a plan framework that is based on good town-making principles.

References were checked with Universal Paragon Corporation (California), the City of Millbrae (California), and the Town of Windsor (California). The references checked positive.

Pending Council’s approval, the Agreement shall be executed to provide the required consulting services for the Downtown Precise Plan development. The initial term of the Agreement shall be for three years ending on September 30, 2022, with an option to extend the Agreement for an additional three-year term through September 30, 2025.

The agreement is fixed-price with payments tied to the successful completion of the milestones listed in the table below. The cost elements include the tasks from the scope of work that were identified in the RFQ, as well as the optional tasks identified by the Consultant in their RFQ response.

COST ELEMENTS:

The Consultant shall work closely with the City and Downtown Community Task Force in the development of the Precise Plan. The Plan process shall include periodic check-ins with the City Council to report on community and Task Force input, and to receive Council feedback at key milestones in the planning process such as the completion of the market assessment; the proposed vision scenarios; and the preferred land use plan. Preparation of the Plan is anticipated to require approximately 18 months and includes the following key work program elements. · Analysis of existing conditions;
· Development of a public outreach strategy for the planning process; · Analysis of potential market demand for housing, commercial, office, and mixed-use development in the Precise Plan area;
· Development of three (3) long-term vision scenarios that represent the planned build out of the Plan area including, land use and development intensities, multi-modal connectivity improvements, open space plans, and streetscape and public space improvements; · Analysis of the economic feasibility of each land use scenario, along with a summary of community input, to inform the selection of a preferred scenario; · Design guidelines that build upon the City’s existing General Plan design policies, as well as the information gathered during the community outreach activities; and · The Precise Plan document, including the preferred land use scenario.

The unanimous selection of the Consultant by the evaluation team reflects the expertise the Consultant demonstrated in areas reflective of the work program, including the preparation of downtown plans, conducting community engagement, real estate economics, and form-based codes and other zoning tools.

FISCAL IMPACT
Funds in the amount of $400,000 were allocated for the development of a Downtown Precise Plan, including the Franklin Street restoration, in the CIP budget (CIP 539-6559). From this budget, $90,000 was spent on a non-refundable deposit for an option on the acquisition of the Franklin Street Right-of-Way easement.

The Consultant’s proposal for the scope of work requested by the City has a cost of $452,371.

Additionally, the Consultant’s proposed optional tasks total $125,975. The combined total cost of the Consultant’s services is $578,346. Currently the available budget amounts to $310,000. Therefore, staff is requesting that funds in the amount of $268,346 be allocated from the Advanced Planning Reserve to cover the total cost of the Agreement.

City of Santa Clara Printed on 10/3/2019Page 4 of 6
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19-1006 Agenda Date: 10/8/2019
The budget amendment below allocates funding from the Advanced Planning Reserve account to the Downtown Master Plan Capital Project in the amount of $268,346.

Budget Amendment
FY 2019/20
Current Increase/
(Decrease)
Revised
General Fund
Reserve
Advanced Planning $368,749 ($268,346) $100,403
Transfers Out
Transfer to the General Government Capital
Fund
$933,535 $268,346 $1,201,881
General Government Capital Fund
Transfers In
Transfer from the General Fund $933,535 $268,346 $1,201,881 Expenditures
Downtown Master Plan Project $310,000 $268,346 $578,346

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

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

RECOMMENDATION

1. Authorize the City Manager to execute an agreement with Wallace Roberts & Todd, LLC to provide Downtown Precise Plan Consultant Services for an initial three-year term ending September 30, 2022, for a maximum compensation not to exceed $578,346, subject to the annual appropriation of funds;

2. Approve the related budget amendment recognizing appropriations of an additional $268,346 in FY 2019/20 in the Downtown Master Plan Capital Improvement Project for the development of a Downtown Precise Plan funded by the General Fund Advanced Planning Reserve; and City of Santa Clara Printed on 10/3/2019Page 5 of 6
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19-1006 Agenda Date: 10/8/2019

3. Authorize the City Manager to execute an amendment to extend the Agreement for an additional three-year period ending September 30, 2025 and increase maximum compensation in the event that additional services are required, subject to the annual appropriation of funds.

Reviewed by: Andrew Crabtree, Director of Community Development Approved by: Deanna J. Santana, City Manager

ATTACHMENTS

1. Agreement with Wallace Roberts & Todd, LLC
City of Santa Clara Printed on 10/3/2019Page 6 of 6
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Eblx Insurance No. s200004347
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

WALLACE ROBERTS & TODD, LLC

PREAMBLE
lhis agreement ("Amendment No. 1 ") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Wallace Roberts & Todd, LLC, a Delaware Corporation (Consultant) . City and Consultant may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for Services Between the City of Santa Clara, California, and Wallace, Roberts & Todd, LLC," dated October 17, 2019 (Agreement); and
B. The Parties entered into the Agreement for the purpose of having Consultant prepare a Downtown Precise Plan, and the Parties now wish to amend the Agreement to expand the scope of services and corresponding maximum compensation.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 6 of the Agreement, entitled "Compensation and Payment," is amended to reflect a revised maximum compensation value of eight hundred seventy-eight thousand, three hundred forty-six dollars ($878,346) .

2. Exhibit A of the Agreement, entitled "Scope of Services," is updated by appending the attached "Addendum to Scope of Services" to add new tasks to the original scope.

3. Exhibit B of the Agreement, entitled "Schedule of Fees," is amended to reflect a revised maximum compensation value of eight hundred seventy-eight thousand, three hundred forty-six dollars ($878,346) .

4. 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/WRT-Downtown Precise Plan
Rev. 10/25/2019

Page 1 ends

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
Dated: j O /z,/ / 2 .. I
~~
;ez.._..o€ANNAJ.SANTANA
City Manager
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-221 0
Fax: (408) 241-6771

WALLACE ROBERTS & TODD, LLC
a Delaware Corporation
Dated: ,.,,..~ ~..;;:: ::;;:::::..-""'r'~~==;;;;;;;;;;;:::-f------ B y (Signature , : ----:----,-=---;~ l"-;--J"i....,,,11;~~:6'lf-f- ----- Nam · ·
~ <....;;.:...::..._::__----:;..::_~ L__-------L --1-------- Title: rinci al --~------ -+--------Principal Place of 478 Tehama Street, Suite Business Address: San Francisco, CA 94103 -----~-------- - -- Em a i I Address: __.j_st .... ic_k-le ... v@_ w_rt_d_e_si_g __ n. __ c..,.om....__ ______ _ _ Telephone: (415) 575-4722 ~~---------------
Fax: (215) 732-2551
"CONSULT ANT"
l:\PLANNING\Admin\Contracts\WRT\Amendment No. 1 - Form.doc Amendment No. 1 to Agreement/WRT-Downtown Precise Plan
Rev. 10/25/2019
Page2
Addendum to Scope of Services
The following tasks are to be included as additional services. A detailed description of these tasks is included in the attached proposal, entitled "DCTF Requested Additional Services" dated May 10, 2021, as presented to the City Council in RTC 21-667 on May 25, 2021.

Task Fee Timing
1 Form-based Zoning Code $118,600 7 months
2 Precise Plan Financing Analysis $103,700 4 to 6 months 3 Downtown Management Entity $21,000 2 months
4 Project Design Review $3,900 Ongoing
5 Additional DCTF Meetings $4,400 Ongoing
Total: $251,600 7 months
An additional $48,400 is being included in the contractual maximum compensation as a contingency to cover any unforeseen added Downtown community Task Force (DCTF) meetings, community outreach, or additional analysis. Use of this contingency shall be approved in writing by the City of Santa Clara's project manager prior to commencement of work.

In no event shall the maximum compensation under this contract for any and all services exceed eight hundred seventy-eight thousand, three hundred forty-six dollars ($878,346), subject to annual budget appropriations.

Amendment No. 1 to Agreement/WRT-Downtown Precise Plan, Addendum to Scope of Services Page 1 Rev. 10/25/2019

MEMORANDUM
To: Lesley Xavier
Principal Planner, City of Santa
Clara
Via email
CC: Jim Stickley
Principal, WRT
Dear Lesley,
Date: May 10, 2021
From: Peter Winch
Project Manager, WRT
Ref. No.: 08334 .01
Project :

Re:

Santa Clara Downtown Precise
Plan
DCTF-Requested Additional
Services
The Downtown planning process has reached an exciting stage where the shape of the future downtown is corning into focus and excitement is building to create something that is a true reflection of this unique community. The Task Force and City are showing leadership in starting to think pro-actively about the next steps towards implementation and making sure that those steps lead to the best possible outcomes for a successful downtown.

At DCTF direction, the Consultant team described ten potential tasks that could augment and strengthen the Precise Plan. The Task Force considered these options, and decided to recommend five of these for additional City funding. On April 6, City Council asked for the Task Force and Staff to return with more a more detailed proposal for these scope items:
• Form-based Code
• Sign Ordinance for Downtown
• Area Development Impact Fee Program
• Project Design Review (1-2)
• Additional DCTF Meeting (1 -2)
Subsequently, DCTF also requested that an additional task, "Downtown Management Entity," be included .

These additional services are presented here; the form-based code and sign ordinance are presented as one combined effort. The total Consultant fee for these proposed tasks is $251,600, including labor and reimbursable costs. The tasks are expected to be completed within a 7-month WRT, LLC I 478 Tehama Street, Suite 2B I San Francisco, CA 94103 James Stickley CA LA-4251 rtdesign .com I 415.575.4722 John Gibbs CA LA-4417
• N:\Ei(XX:NBJ.1 Sinlill Cfa1a OtMnlo,•,11 Precise Plan,t./\dnfr-1 tttatioo\2-/\gteE1lleots & PtoponlsWIRT Proposals\20210510_0CTf Add S\!r,ic:~, Pu;.pou t\202l0SIO_SCDPP' Add SeNice-s_WRT Tram.doa

MEMORANDUM
May 10, 2021

Page 12 ends

timeframe. We recommend these scope items can proceed as soon as funding is available, and all will benefit from occurring in tandem with the Precise Plan itself. It is not essential for outcomes of these tasks to be included in the Precise Plan. However, we do recommend that the Task Force make themselves comfortable with the level of oversight needed for tasks running concurrently, to allow the Task Force to be fully involved in each part of the process. A project schedule showing the potential alignment between existing and proposed scope items is included as an attachment.

Summary of Proposed Additional Services
Task Fee Timing
Form-based Zoning Code $118,600 7 months
2 Precise Plan Financing Analysis $103,700 4 to 6 months 3 Downtown Management Entity $21,000 2 months
4 Project Design Review $3,900 Ongoing
5 Additional OCTF Meetings $4,400 Ongoing
Total $251,600 7 months

MEMORANDUM
Santa Clara Downtown Precise Plan
Potential Additional Services, May 10, 2021

1. FORM-BASED ZONING CODE
May 10, 2021
Page I 3
David Sargent Town Planning (DSTP) and WRT will collaborate with the Downtown Community Task Force (DCTF) and the City in preparing a form-based development code for the Plan area. Such a code could be adopted as part of the Precise Plan document, or could be adopted as new form based zones that are integrated into the City's municipal code.

One advantage of adopting the standards as new form-based zones is that if one or more of the zones proved useful in other parts of town - for instance in some segments of El Camino Real - that zone could simply be applied to that area with a zoning map amendment.

We attach for reference the most recent Code we have prepared, for a plan in Claremont that has many characteristics in common with the SCDPP area. The area is around 20 acres and the Plan seeks to make "more downtown" on a more or less vacant site that is adjacent to low-density residential neighborhoods. The Code we propose to make for Santa Clara would be similar to this code in many ways, but of course customized as necessary to implement the intentions of the SCDPP, and integrated with Santa Clara's policy and regulatory framework.

The document will be prepared using Adobe lnDesign and delivered in PDF format. We strongly recommend that the Code be published on line as a PDF and not disassembled to be hosted on an online publishing platform (like Municode or Code Publishing). We have a lot of experience with this, and unless these services have made significant advancements in their technology in the past year, the way they organize codes as running text and occasional pictures renders a form-based code nearly unusable. The state of the art is still simply having a link wherever the municipal code is hosted that connects to a web server (likely the City's website) where the PDF is viewable and downloadable as a competently formatted document.

The DSTP/WRTTeam ("the Team") proposes to organize this work into the following tasks:

Task 1.1: Project Initiation and Scope Confirmation

MEMORANDUM
May 10, 2021

Page 14 ends

1.1 a - Kick-off Meeting: To initiate this phase of work, the T earn will meet with City staff to confirm major tasks and deliverables, discuss overall schedule, establish communication protocols between DSTP, WRT, City Staff and the DCTF, and discuss/confirm any other relevant administrative protocols needed to progress this work efficiently.

1.1b - Vision Confirmation: The Team will work collaboratively with the DCTF and City staff to refine and confirm the vision for the SCDPP Area (Plan Area); as it relates to street types, public space types, building massing schemes, frontage types, and parking configurations. We are confident that this effort can be integrated seamlessly into the ongoing Precise Plan work. We believe that the rigor and organized decision making required to build the framework for such a Code will be very helpful clarifying the range of possibilities for each block, street, and open space in terms of the height, use, massing, and frontage character of new development.

As shown in the proposed budget (attached), the Team anticipates that Task 1 would occur in three iterations, including calls with City staff and then meetings with the DCTF at the end of each iteration. It will be very important to reach consensus with the DCTF at this stage, confirming the vision and agreeing upon regulatory parameters and typologies. We also suggest that the Committee's role in subsequent tasks/stages of Code preparation be diminishing from task to task, as the work from here forward shifts from the general vision to the making of a rather technical document to communicate that vision and those intentions to design professionals and ensure its realization.

We strongly recommend that this task commence as soon as practical, and run concurrently with the confirmation of the Vision and Plan in the Precise Plan.

1.1c - Code Format/Technique Confirmation: Concurrently with Task 1.2, and based on our other recent code work, DSTP will prepare style sheets and a Code outline for review by WRT and City staff. DSTP will conduct meetings with WRT and City staff. Topics addressed will include the structure, content and format of the Code, the schedule for coordination with the Plan and EIR, and the method by which it would be adopted.

DSTP often also prepares Design Guidelines that are coordinated and integrated with but distinct from the Code, addressing topics that are better addressed with parameters and clear intentions rather than hard numerical standards. Decisions regarding which topics would be so addressed, and

MEMORANDUM
May 10, 2021
Page j 5
in what degree of detail will be important in this task. This should be presented to the DCTF only at a high level, not in detail for their input. Keeping the standard/guideline distinction clear is also helpful in meeting new State requirements for Objective Design Standards .

As the DCTF has shown interest in a Sign Ordinance for Downtown, we propose that such standards and guidelines be included in the Code, as is our standard practice (see the attached Claremont Code). Rather than incorporating sign standards and guidelines for Downtown into the City's existing sign ordinance, we recommend that succinct language be added to the existing ordinance which states that the Downtown Code supersedes any City-wide standards for properties within the Downtown Plan Area.

We strongly recommend that Task 1.1 - and also Task 1.2 if possible - be completed prior to, or concurrently with, the finalization of the Project Description for the EIR, for reasons described in the Rationale for Concurrent Plan and Code Preparation section below.

1.1 d - Scope Confirmation/ Adjustments: Based on direction confirmed in Tasks 1.1 b and 1.1 c, DSTP, WRT and City Staff would agree upon any necessary adjustments to the overall scope, schedule , and budget, which would be finalized (as/if needed) by an amendment to this proposed scope and fee.

Task 1.2: Code Preparation & Adoption

1.2a - Administrative Draft Code Preparation: Based on the confirmed vision and form parameters from Task 1, and decisions regarding code structure and format and method of adoption in Task 1.1, DSTP will prepare a first administrative Draft Code . DSTP will be in close touch with WRT and City staff as we prepare and calibrate the Draft Code, and will submit it to WRT and City staff concurrently . DSTP will make revisions as requested by WRT and the City based on their review. The Draft Code can also be presented to the DCTF, but we recommend they not be asked to provide detailed comments on the techniques of the Code .

After City staff have had the chance to review the Draft Code in detail, we recommend a working session of 2 or 3 hours in which we can engage a number of staff to review the process by which projects will be evaluated in relation to the Code.

MEMORANDUM
May 10, 2021
Page I 6
At a time agreed upon with City staff, WRT and the DCTF, STP will prepare for and help to lead a community workshop in which the intent, structure and standards of the Draft Code will be presented for questions and comments and community input. The PowerPoint presentation prepared for this workshop will weave together the community vision and preferred alternative as documented in the ongoing Precise Plan process, and focus on how the Code will help to ensure that new private development and public realm improvements are well-coordinated, designed and calibrated to deliver that vision, one project at a time.

We suggest that this Workshop might also be, perhaps, a Planning Commission Study Session, perhaps jointly with the DCTF and/or City Council rather that simply a community workshop. Such sessions can be more effective if chaired by the Mayor or Planning Commission Chair rather than led only by City staff and consultants. STP attendance at the workshop is expected to be virtual rather than in-person.

1.2b - Public Review Draft Code Preparation: Based on the comments received from WRT and City staff, DSTP will refine and complete the Draft Code, so that it may be available for public review concurrently with the Precise Plan and EIR. We will deliver a "Screencheck Draft" to WRT and City staff and make minor refinements or corrections prior to its release for public review.

If requested, the T earn will participate in a Planning Commission workshop or joint Commission/Council study session to present the Code and answer questions. DSTP will then make a final round of refinements to the Code based on public and decision-maker input and City staff direction.

At a time agreed upon with City staff, WRT and the DCTF, STP will prepare for and help to lead a community workshop in which the Public Review Draft Code will be presented for questions and comments and community input. We suggest that a joint study session of the City Council and Planning Commission could be a good format for this Workshop. STP attendance at the workshop is expected to be virtual rather than in-person.

1.2c - Code Adoption: The Team will participate in one Planning Commission and one City Council hearing to assist City staff in presenting the Plan and Code. DSTP will make final minor revisions to the Code in response to comments and deliver the final document in PDF format- a high-resolution file for double-sided color printing and a hyperlinked web-ready file of the spreads.

MEMORANDUM
May 10, 2021

Page 17 ends

If the City determines to adopt the new zones (we anticipate one to three zones, depending on decisions reached in Task 2) within the Santa Clara Municipal Code (SCMC) it is likely that some City staff time will be required to complete the integration of procedures and general standards with other section of the SCMC.

Potential Reimbursable Expenses
Due to the uncertainty of travel during this time, we assume that attendance at meetings and workshops will be virtual rather than in-person. As/if travel protocols change during the course of this work, and physical attendance is requested, we provide an estimated cost-per-trip (for travel and lodging) which are not included in the base budget.

Proposed Professional Fees
We propose to provide the services outlined above on a time and materials basis, per the estimates shown on the attached spreadsheet. We will not exceed those fees without providing the City with advance notice in writing of the potential for additional time and fees, and an explanation of the reasons such appear likely. The time required for preparation of the Code is quite predictable based on our extensive experience, but the time required for meetings with City staff, the DCTF and others is much less pr~dictable . And it has been our observation to date that the ratio of meeting time to plan preparation in this situation is quite high. Our fee proposal is intended as a "realistic/efficient" process projection, not a "worst case" estimate.

More could be provided if necessary and public health conditions permitting, at an additional cost.

We will bill such expenses at our actual cost with no administrative markup.

Rationale for Concurrent Plan and Code Preparation
DSTP strongly recommends that the Code be prepared concurrently with the completion of the Plan.

To do otherwise, based on many years of experience in this area, would be at the least to miss an opportunity, and could also add significantly to the time and cost while significantly reducing the quality of the documents and confusing City staff, DCTF, and the public.

WRT MEMORANDUM
May 10, 2021
Page I 8
Listed below are the top few advantages of preparing the Plan and Code concurrently, iteratively, and collaboratively.

Support the Precise Plan Completion: The process of breaking down the "vision" that we have been sneaking up on for so long into a system (a.k.a., Plan and Code) could be greatly helped by helping the City and DCTF in thinking of the Plan as a "kit of parts" from which the once and future downtown should be made. And those "parts" are of course typological - building/massing types, street types, frontage types, use types, parking configurations, etc. - not "predesigned buildings." That is what making a code is all about. We always describe the process as "reverse engineering the vision into a kit of parts, and a process for assembling them into a place." That is what needs to be done, now, even just to finish clarifying the vision for the Plan, and might as well also be used to establish the Code also.

Support Predictability and Cohesion: The process of making a code compels all parties to consider the options, and to make choices that rule certain things in, rule certain things out, and clarify the range of potential outcomes within which they'd be happy, and outside of which they would not be.

Most general and many specific plans in California have for far too long stopped at the fuzzy "vision" level, which then leaves it up to each person's own imagination what those nice words might mean - " neighborhood scale", "sustainable", "high quality design", etc. (Except for the things that can be easily quantified, like building height, setbacks, FAR, DUA, see below.) So then in some later discretionary review process, whoever happens to be the director or on the Planning Commission or City Council makes decisions based on what those words mean to them at that time in that context.

The result is a very unpredictable process that discourages highly qualified developers, adds time and cost to the process, and yields inconsistent results, such that two buildings which were each deemed "ok, let's approve it" next door to one another just look odd next to one another.

Avoid "Planning Fatigue": The precise plan process has been underway for a long time already. If it were brought to a conclusion without the Code, the process of gaining consensus on the Code would seem to most like deja vu all over again. All the same topics would be re-covered, bringing up all the same concerns, requiring all the same decisions to be made, and leading to a lot more DCTF meetings rehashing the same things and perhaps second-guessing some, leading to amendments to the new Plan.
1 WRT MEMORANDUM
May 10, 2021
Page I 9
Avoid Conflicting Metrics/Environmental Analyses: As I mentioned to Jim - and to Manuel and Andrew as well when they wanted to speak with me - regulation by building form is not the same thing as regulating by FAR and DUA. And as is so clear from all the DCTF discussions to date, what the committee is most concerned about- and appropriately so - is the form and character of the blocks, buildings, and streets. The form-based code is a tool that operates directly on what they care about the most. FAR and DUA are very useful metrics at the general plan level, or even at a large specific plan level for CEQA analysis. But at the scale of the building and the block they are worse than useless . For instance:
• A 4 and 5-story mixed-use project on a 2-acre site (a 300 x 300 foot block) might yield 150,000 gross square feet of habitable building area. That would be an FAR of about 1.7. • If the ground floor (which would be smaller in usable area than upper floors due to parking) were 15,000. S.f., the non-residential FAR would be 0.10. And if the remaining 135,000 s.f. were housing, and the average gross square feet per dwelling were 1,000 s.f. parked at 1.75 spaces per unit that would be 135 units with 236 parking spaces and 67 .5 DUA. • If the exact same building and parking were organized with smaller units at 700 g.s.f. per unit, that would be 193 units parked at a ratio of 1.22 spaces per unit, and 96.5 DUA. • It would be reasonable to anticipate that the number of residents in the smaller unit scenario would be about the same in both cases, with the same number of cars. And very likely LESS traffic generated, as the smaller units with less parking per unit would tend to attract a demographic more interested in using transit and active transportation and enjoying a pedestrian-oriented urban lifestyle.
• In our plans and codes we do NOT regulate by DUA. The EIR project descriptions are based on well-reasoned assumptions regarding average DUA and numbers of units. The Plans sometimes stipulate a cap on total units in the district- which if exceeded at some point might require further CEQA review- but the standards do not regulate by DUA per building or per block. They regulate by building size, scale, massing, form, use , and frontage, which is what we've been discussing with the DCTF for so long. • The specific intention of a Plan for a downtown is to "pack as much development as possible into a compact area without making a mess." Whereas all the plans they have made for decades intend to spread development out to avoid localized "congestion", under the suburban/CEQA assumption that "the solution to pollution is dilution".

MEMORANDUM
May 10, 2021
Page I 10
Regulation by DUA is very good at that, and that is what has sprawled cities out over the region and is killing the planet.

Of course, we know that you understand these metrics and principles as well as or better than we do, and we're focusing here on the linkage between these metrics as they may be present in the Plan and the EIR, and the development standards. Our concern is that if the Precise Plan and EIR were completed ahead of the Code work- regulating "density" by DUA as most suburban cities do -and then we came in suggesting that it be regulated by building mass and volume, it could cause great concern and consume large amounts of time and political capital. And might very well require amending the EIR or arbitrarily limiting DUA, as many people would assume such a change was to let developers "getaway with something." lffact, if you limit DUA, what you get is large units, which may or may not foster the housing catering to urbanites who want to use transit and local businesses more and drive less.

Meetings
• Kick-off meeting
• Meetings with DCTF (up to 3)
• Staff working session on Adm in Draft Form-based Code • Planning Commission workshop or joint Planning Commission/City Council study session • Check-in calls with Staff as needed
All meetings are assumed to take place remotely.

Deliverables:
• Admin Draft Form-based Code
• Screencheck Draft
• Public Review Draft
• Final Form-based Code
Cost: $118,600

MEMORANDUM
Timeframe: Approximately 7 months

2. PRECISE PLAN FINANCING ANALYSIS
This task will provide the analytic basis for identifying the appropriate financing strategy and implementation tools for the Precise Plan. The key subtasks are described below.

Task 2.1 Infrastructure Needs Analysis
May 10, 2021
Page I 11
The WRT team will identify the backbone utility and transportation infrastructure plan to accommodate buildout of the Plan Area and associated costs. The analysis will also determine the nexus between infrastructure improvements and planned development in the event that infrastructure improvements address an existing deficiency or new demand from growth outside the plan area. The work will build off the infrastructure program developed in the Precise Plan and will introduce new, more detailed infrastructure needs and cost analysis. The WRT team will interview Public Works and Utility Agency representatives as needed to verify planned capital improvement projects that will be necessary to support development in the plan area .1 The first step in this task, to be led by WRT, will be to refine the development plan to establish land use mix and density for each block in the Precise Plan area . This may require setting a low and high range by use type to account for land use flexibility. This will serve as the basis for establishing transportation and utility demands. WRT will also refine the conceptual design of planned streets to a level that will allow reasonable cost estimation.

To establish transportation needs, Kimley-Horn will:
(1) Identify roadway and traffic improvements necessary for the site based on the recommendations of the Precise Plan
(2) Prepare a cost estimate for eac_h roadway improvement. This will include:
1 The budget estimate assumes regional utility studies and modeling, utility design, surveying, and plan production are not included in this scope.

WRT MEMORANDUM
May 10, 2021
Page I 12
• Estimating the number of AM peak hour, PM peak hour, and daily trips to be generated by the proposed project. A trip distribution and trip assignment for the use will be estimated based on information provided by the City, historical traffic counts in the area.
• Determining the background volume at intersections and for roadway segments being improved.
(3) Develop Fair Share calculations for each improvement project identified. This will include:
• Calculating the fair share proportion for the project based on the number of daily vehicle trips that utilize the future intersection. This will be calculated based on the approach specified by the City in their Impact Fee Nexus Study- Fair share % = project trips/(background + project trips).
• Determining the fair share cost estimate using the fair share percentage by the total project cost.
(4) Prepare a technical memorandum for preliminary review. The draft memorandum will include text, charts, and figures describing our process, assumptions, and results. The memorandum will specifically detail impacts directly connected with project traffic and recommended improvements, if needed. Based on comments received on the draft memorandum, the memorandum will be revised and a final traffic memorandum will be prepared and submitted.

To establish utility infrastructure needs, CSW/ST2 will:
(1) Re-engage the City staff to confirm the infrastructure needs beyond the development area.

This could require running of computer models related to water and sewer service, which are often managed by third parties.
(2) Support WRT in developing 10% plans for the public streets which will reflect above and below-ground infrastructure necessary to support the development. (3) Based on the plans and improvements required outside the plan area, update the cost analysis.

The task will result in a memo defining projected development by land use type and by block and establishing transportation and infrastructure needs.

MEMORANDUM
Task 2,2: Analysis of Financing Options and Strategy
May 10, 2021
Page I 13
EPS will identify and evaluate a variety of funding and financing mechanisms that would be appropriate to fund the required improvement costs and/or defray up-front or advance-funding costs associated with these facilities. EPS will consider currently available sources of funding for capital improvements, though these existing mechanisms are not expected to cover the unique costs of planned downtown improvements . Accordingly, EPS will consider a variety of other Project-specific financing mechanisms that may include the following options:
• Area-specific development impact fees (and related reimbursement agreements). • Special assessments and taxes (e.g., Mello-Roos Community Facilities Districts). • Private contributions and exactions.
• Tax increment financing mechanisms (e.g., Enhanced Infrastructure Finance District or Community Revitalization and Investment Authority).

EPS, with the assistance of the WRT team and the City, will select financing mechanisms and strategies for the Precise Plan that are based on financing principles; statutory and legal considerations; and industry standards regarding who typically pays for what, the timing of public improvements relative to private development, commitments regarding the availability of public sector funding, and other relevant factors .

EPS will prepare a financing strategy that describes the implementation steps required to use existing and to create new proposed financing mechanisms . The financing strategy will specify the financial responsibilities of the public and private participants in implementation of the Plan. The financing strategy will be circulated to City staff and Project participants to ensure their understanding and to obtain their comments and suggestions. EPS will also prepare a Financing Strategy memorandum incorporating one round of consolidated City comments.

This task will culminate in a financing plan that describes the various financial resources and tools needed to pay for infrastructure and amenities. Note that the specific elements of the Financing Plan cannot be known with certainty at this time, but this proposal anticipates that an Area Development Impact Fee is a likely outcome.

Task 2.3: Area Impact Fee Program (Optional, included as Contigency)

MEMORANDUM
May 10, 2021
Page I 14
EPS will prepare the technical documentation necessary for approval of an area development impact fee to cover the "fair share" cost of new infrastructure and public improvements serving the Specific Plan. The "Nexus Report" will be prepared consistent with AB 1600 and related requirements.

EPS will develop a preliminary fee schedule based on the total costs attributable to the Downtown Precise Plan program, based on the cost estimates and cost allocations described above. EPS will net out other likely potential funding sources and include a fee program administrative charges, as appropriate. The fees will be derived by dividing the capital facility costs by the projected development in each land use category. EPS will summarize the fees by improvement type and land use for the City's review. Based on comments received and EPS will finalize the fee schedule for inclusion in the Nexus Report.

EPS will take primary responsibility for preparing the Development Impact Fee Nexus Report that will document the study assumptions and methodology and establish the required nexus findings consistent with AB 1600 and reporting requirements of Government Code 66000 et. seq. EPS will first provide an administrative draft for review by City staff. Based on one round of comments, EPS will then prepare a Public Review Draft for broader release. Again, based on one round of consolidated public comments and direction from City staff, EPS will prepare a Final Report for presentation to the City Council for approval.

The budget includes representation and participation, as needed, from appropriate EPS team members at two public meetings or presentations, including at City Council approval. Additional meetings and/or report iterations beyond those described herein may require a budget amendment.

The proposed budget does not include multiple iterations of the fee analysis or EPS participation in any landowner meetings or negotiation sessions that may be required.

Meetings:
• Up to two meetings with key project stakeholders, including property owners and/or City staff. The goal of these meetings will be to vet the financing strategy and assumptions.

MEMORANDUM
Deliverables:
• Development Program and Infrastructure Needs Memorandum • Financing Plan (Draft)
• Financing Plan (Final)
The specific elements of the Financing Plan cannot be known with certainty at this time, but this proposal anticipates that an Area Development Impact Fee is a likely outcome.

Optional Deliverables:
• Development Impact Fee Nexus Report (Admin Draft, Public Review Draft, Final) May 10, 2021
Page I 15
Cost: $103,700, including $33,600 contingency for Area Development Impact Fee Nexus Study Timeframe: 4-6 months.

3. DOWNTOWN MANAGEMENT ENTITY
WRT, with support from MJB Consulting and Greensfelder Real Estate Consulting (GRES), will define the role of a management entity to help achieve success for Downtown . The entity's roles may include curating retail, programming public spaces, and marketing . Defining the right approach will include the following subtasks.

Task 3.1 Stakeholder Interviews and DCTF Meeting
The Team will interview key stakeholders to better understand the capacities, resources, mandates and political dynamics of each, to determine how the new entity would best fit. We will draw on existing findings about market and real estate dynamics.

Task 3.2 Analysis and Recommendations
The Team will craft the foundation for a regulatory rubric with the goal of seeing a diverse array of des ired uses (by NAICS code) and desired mix of independent , regional, and national occupiers . The

MEMORANDUM
foundation will outline plusses and minuses of suggested approaches, define the Downtown Management Entity and its roles, and discuss implementation process and procedures.

Recommendations will also include identification of partners and best practices in event management and marketing.

Task 3.3 Incorporation into Precise Plan
The analysis and recommendations will be incorporated into the Implementation chapter of the Santa Clara Downtown Precise Plan.

Meetings:
• The Team will present findings at one meeting of the DCTF.

Deliverables:
• Stakeholder interviews (remote)
• Presentation to DCTF (remote)
• Memo: Defining the role of a Downtown management entity Cost: $21,000
Timeframe: Approximately 2 months

4. PROJECT DESIGN REVIEW
May 10, 2021
Page I 16
DSTP, supported by WRT, can review current development projects within the Plan Area to help Staff evaluate design consistency with the Plan vision and to make recommendations.

Meetings:
• One meeting with Staff
0f>.

MEMORANDUM
Deliverables :
• Design review memo
Cost: $3,900 per project submittal
Timeframe: Ongoing
5, ADDITIONAL DCTF MEETINGS
May 10, 2021

Page 117 ends

The Santa Clara Downtown Precise Plan schedule currently has five remaining Task Force meetings, of which the WRT Team is scoped to attend and present at one. WRT and DSTP could be available to facilitate additional meetings of the Task Force, helping to retain a strong link between Task Force discussion and Plan outcomes.

Note: where Task Force meetings are anticipated as part of additional scope items above, they are covered within that task.

Meetings:
• Meeting presentation and attendance (WRT, DSTP)
Deliverables:
• Presentation materials
Cost: $4,400 per meeting, assuming meeting is virtual and does not require travel or production.

Tlmeframe: Ongoing

MEMORANDUM

ATTACHMENTS
• Budget Spreadsheet
• Project Schedule (Conceptual)
May 10, 2021
Page I 18
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
21-667 Agenda Date: 5/25/2021

REPORT TO COUNCIL

SUBJECT
Authorize the City Manager to execute an Amendment to the Agreement with Wallace Roberts & Todd, LLC for Downtown Precise Plan Consultant Services pending funding proposed as part of the FY 2021/22 and FY 2022/23 Proposed Operating Budget

COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development

In response to the Community’s goal of revitalizing the City’s historic Downtown area, the City Council approved $400,000 in the FY 2018/19 and FY 2019/20 Adopted Biennial Capital Improvement Program Budget to support the preparation of a Precise Plan. From this budget, $90,000 was spent on a non-refundable deposit for an option on the acquisition of the Franklin Street Right-of-Way easement. Working closely with a community Task Force, including organizations such as Reclaiming Our Downtown and the Old Quad Resident’s Association, the City commenced preparation of the Precise Plan that will provide guidance for new development within the Downtown area through policies, guidelines, and illustrations that implement the community vision and objectives for a vibrant, pedestrian-oriented destination. As part of this effort, the City engaged a consultant to assist in the preparation of the Precise Plan.

In February 2019, the City issued a Request for Qualifications (RFQ) for Downtown Precise Plan Consultant Services, using the City’s e-procurement system. On October 8, 2019, the City Council authorized the City Manager to execute an agreement with Wallace Roberts & Todd, LLC (WRT) to provide Downtown Precise Plan Consultant Services for an initial three-year term ending September 30, 2022 (with an option to extend the Agreement for an additional three-year term through September 30, 2025), for a maximum compensation not to exceed $578,346, subject to the annual appropriation of funds. As part of Council action, additional funding of $268,346 was also approved to fully fund the agreement.

The agreement is fixed price with payments tied to the successful completion of the milestones listed in the table below. The cost elements include the tasks from the scope of work that were identified in the RFQ, as well as the optional tasks identified by the Consultant in their RFQ response.

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21-667 Agenda Date: 5/25/2021
COST ELEMENTS:

Project Initiation $67,025
Issue Identification and Vision $58,270
Financial Analysis $31,260
Development Scenarios/Conceptual Plans $74,740
Workshops $22,121
Draft Precise Plan Chapter Development $68,380
Public Services and Implementation $10,520
Draft Precise Plan Refinement $12,880
CEQA Clearance $72,880
Planning Commission & City Council Public
Hearings
$20,000
Reimbursable Expenses $14,295
Services Subtotal $452,371
Optional Services (Consultant Team Charette;
Phase 1 Environmental Assessment; Environmental
Impact Report; Stakeholder, Developer, and DCTF
Added Meetings; Financial Feasibility of Land Use
Options; Context Study; Financial Memo Addendum to
Existing Conditions Report)
$125,975
GRAND TOTAL $578,346
Work to date has focused on preparation of the Precise Plan’s preferred land use plan placemaking and urban design. Upcoming key tasks in the Precise Plan process include developing the draft chapters of the Precise Plan and preparation of the environmental clearance for the Precise Plan.

DISCUSSION
The Downtown Community Task Force (DCTF) was approved by the City Council, and is an advisory, non-voting body that meets over the course of the Downtown Precise Plan planning process to provide input on the vision, land use, circulation, and urban design aspects of the Plan, as well as key policy issues. The DCTF has met 17 times since the start of the planning process in December 2018.

At the April 6, 2021 City Council meeting, the Chair and Vice Chair of the DCTF provided an update on the progress of the Precise Plan Work to date and requested that Council seek an amendment to the Consultant scope of work for the Precise Plan to add services. The DCTF has been pro-actively contemplating the next steps towards implementation of the Precise Plan with the goal of making sure that those steps lead to the best possible outcomes for a successful downtown. As the DCTF looks towards implementation, they requested the following services be added to the scope of work for the Precise Plan. The Consultant has provided a description and scope for each of these tasks in the attached “DCTF-Requested Additional Services Memorandum”.

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21-667 Agenda Date: 5/25/2021
§ Form-Based Zoning Code - prepare a form-based zoning code for the Plan area to be adopted as a part of the City’s Municipal Code.
§ Downtown Sign Ordinance - prepare a sign ordinance to be adopted as a part of the City’s Municipal Code to establish the criteria for future developers and tenants to develop and implement exterior building signage.
§ Development Impact Fee - prepare the technical documentation necessary for approval of an area development impact fee to cover the “fair share” cost of new infrastructure and public improvements serving the Precise Plan area.
§ Downtown Management Entity - Define the role of a Downtown management entity including its role, among other things, programming/curating uses. § Additional Downtown Community Task Force (DCTF) meetings with the Consultant Team -Facilitate two additional meetings of the Task Force, helping to retain a strong link between Task Force discussion and Plan outcomes. The consultant would also support the review of any current development projects within the Plan Area to evaluate design consistency with the Plan vision and to make recommendations.

FISCAL IMPACT
Funding for the existing agreement with Wallace Roberts & Todd, LLC for Downtown Precise Plan in the amount of $578,346 was previously budgeted in the Downtown Master Plan project (#6559) in the General Government Capital Fund. These funds have been spent or encumbered for this project.

An amendment to the agreement is requested to provide additional services as discussed above.

Funding of $300,000 is requested to cover the additional services estimated at $251,600 as well as contingency funds that would cover any unforeseen added DCTF meetings, community outreach, or additional analysis. The FY 2021/22 and FY 2022/23 Proposed Operating Budget includes a FY 2021/22 capital project amendment to add funding of $300,000 for this additional work from the General Fund Capital Projects Reserve to cover the total cost of the amendment to the Agreement.

The Proposed Budget scheduled for adoption on June 22, 2021.

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a City of Santa Clara Printed on 9/10/2021Page 3 of 4
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21-667 Agenda Date: 5/25/2021
Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, [email protected] <mailto:[email protected]>

RECOMMENDATION

1. Authorize the City Manager to execute and amend the agreement with Wallace Roberts & Todd, LLC to provide added Downtown Precise Plan Consultant Services, subject to modifications as agreed to by the City Manager in coordination with the City Attorney; increase the maximum compensation not to exceed amount by $300,000 (from $578,346 to $878,346), subject to the annual appropriation of funds; and

2. Authorize the City Manager to execute an amendment to increase maximum compensation in the event that additional services are required, subject to the annual appropriation of funds.

Reviewed by: Andrew Crabtree, Director of Community Development Approved by: Deanna J. Santana, City Manager

ATTACHMENTS

1. DCTF-Requested Additional Services Memorandum
City of Santa Clara Printed on 9/10/2021Page 4 of 4
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Ebix Insurance No. s200004347
AMENDMENT NO. 2

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

WALLACE ROBERTS & TODD, LLC

PREAMBLE
This agreement ("Amendment No. 2") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Wallace Roberts & Todd, LLC, a Delaware Corporation (Consultant) .City and Consultant may be referred to (Contractor). City and Consultant may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for Services Between the City of Santa Clara, California, and Wallace, Roberts & Todd, LLC," dated October 17, 2019 (Agreement); and
B. The Agreement was previously amended by Amendment No. 1, October 21, 2021, and is again amended by this Amendment No. 2. The Agreement and all previous amendments are collectively referred to herein as the "Agreement as Amended;,. and J
C. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide prepare a Downtown Precise Plan, and the Parties now wish to amend the Agreement to expand the scope of services and corresponding maximum compensation.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 6 of the Agreement, entitled "Compensation and Payment," is amended to reflect a revised maximum compensation value of nine hundred seventy-eight thousand, three hundred forty-six dollars ($978,346).

2. Exhibit A of the Agreement, entitled "Scope of Services," is hereby appended by the attached "Second Addendum to Scope of Services."
Amendment No.2 to Agreement/WRT-Downtown Precise Plan
Rev. 10/25/19

Page 1 ends

3. Exhibit B of the Agreement, entitled "Schedule of Fees," is amended to reflect a revised maximum compensation value of nine hundred seventy-eight thousand, three hundred forty-six dollars ($978,346).

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

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

Approved as to Form:

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Office of the City Attorney
City of Santa Clara
ANNAJ. SA
City Manager
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-221 O
Fax: (408) 241-6771

WALLACE ROBERTS & TODD, LLC
a Delaware Corporation
Dated: J/ • t72' · 2-/ ·
By (Signature):~~·-f9ti,,. w?/
Name ~J'!!"i~7
Title: rincipal , /
Principal Place of 478 Tehc~~fa Street, Suite/2B
Business Address: San Francisco, CA 94103
Email Address: [email protected]
Telephone: (415) 575-4722
Fax: (215) 732-2551
"CONSULTANT"
I :\PLANNING\Admin\Contracts\WRT\Amendment No 2\Amendment No. 2 WRT 10- 2021.doc
Amendment No. 2 to Agreement/WRT-Downtown Precise Plan
Rev. 10/25/2019
Page2
Second Addendum to Scope of Services
The following tasks are now added to the Scope of Services:

Task
1 2
3 4
5 6
Additional DCTF meetings
Consultant Team Charette
Stakeholder Added Meetings
Financial Feasibility of Land Use Options
based on iterative design process
Context Study
Financial Memo Addendum to
Existing Conditions Report
Total:

Fee
$25,480
$25,000
$4,600
$15,000
$10,000
$5,000
$85,080
An additional $14,920 is being included in the contractual maximum compensation as a contingency to cover any unforeseen added Downtown community Task Force (DCTF) meetings, community outreach, or additional analysis. Use of this contingency shall be approved in writing by the City of Santa Clara's project manager prior to commencement of work.

In no event shall the maximum compensation under this contract for any and all services exceed nine hundred seventy-eight thousand, three hundred forty-six dollars ($978,346), subject to annual budget appropriations.

Amendment No. 1 to Agreement/WRT-Downtown Precise Plan, Addendum to Scope of Services Page 1 Rev. 10/25/2019
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1204 Agenda Date: 10/18/2022

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 3 with Wallace Roberts and Todd, LLC (WRT) for the City Hall Relocation Study and Related Budget Amendment

COUNCIL PILLAR
Promote and Enhance Economic, Housing, and Transportation Development

BACKGROUND
The City is currently in the process of preparing a Precise Plan for the City’s historic Downtown area.

The Downtown planning area consists of the ten city blocks located between Homestead and Benton streets, west of Lafayette Street. The goal of the Precise Plan is to promote the redevelopment of the Downtown area consistent with the vision of restoring the Downtown as an active destination within Santa Clara, consistent with the character and vibrancy of an active, historic Downtown.

The Downtown Precise Plan effort formally began in 2018 with the appointment of a community member Task Force, including organizations such as Reclaiming Our Downtown and the Old Quad Resident’s Association. The City conducted a Request for Qualifications (RFQ) process in 2019 and, with the input of the Task Force, selected Wallace Roberts & Todd, LLC (WRT) to provide Downtown Precise Plan consultant services. Since then, City staff and WRT have been working closely with the Task Force on the preparation of a Precise Plan that will provide guidance for new development within the Downtown area through policies, guidelines, and illustrations that implement the community vision and objectives for a vibrant, pedestrian-oriented destination.

The City’s initial contract with WRT has been amended two times. Amendment No. 1 was approved by the City Council in May 2021. This first amendment to the consultant contract was to add the following services the scope of work for the Downtown Precise Plan: 1) Form Based Zoning Code and Sign Ordinance; 2) Development Impact Fee; 3) Downtown Management Entity; and 4) additional Downtown Community Task Force Meetings. Amendment No. 2 was approved by the City Council in December 2021. The second amendment to the consultant contract added the following services to the scope of work for the Downtown Precise Plan: 1) Consultant Team Charette; 2) Added stakeholder meetings; 3) Financial Feasibly of Land Use Options analysis; 4) Financial Memo Addendum to Existing Conditions Report; 5) Context Study; and 6) Additional Downtown Community Task Force Meetings with subconsultants.

DISCUSSION
At the May 24, 2022 City Council meeting, the Council discussed contracting with the current Downtown Precise Plan Consultant, WRT, to prepare a Financial Analysis for moving City Hall to a location within the eight blocks of the Original Downtown. This agenda item was requested through a written petition submitted by resident Mary Grizzle on behalf of the members of Reclaiming our City of Santa Clara Printed on 10/26/2022Page 1 of 4
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22-1204 Agenda Date: 10/18/2022
Downtown.

At the May 24th meeting, the City Council directed staff to provide a scope of work and contract amendment with the current Downtown Precise Plan Consultant to study a City Hall relocation to downtown, including financial feasibility and strategies. In June 2022, the City Council subsequently approved the allocation of funds for the requested Study through the budget process.

Following Council direction, staff has worked with WRT to prepare a scope to study the relocation of the City Hall to the Downtown. The proposed scope is attached to this report as Attachment 2 and includes the following:
· Project Initiation
· Program Confirmation
· City Hall Economic Assessment
· Criteria and Site Comparison
· Concept Testing and Test-Fitting
· Financial Evaluation
· Concept Refinement
· Final Options Report
Staff is requesting that the City Council grant approval to the City Manager to amend the City’s contract with WRT to add the attached scope. This will allow staff and WRT to proceed with preparation of the study, consistent with prior City Council discussion. The proposed cost for the study, $353,360 includes a portion ($28,360) that would be funded by Silicon Valley Power (SVP) to analyze multiple scenarios involving SVP office space. The remaining scope ($325,000) is consistent with the City Council’s capital improvement program (CIP) budget action at the June 21, 2022 Council meeting. This Amendment No. 3 will also utilize the three-year term extension option provided in the Original Agreement, resulting in a revised termination date of December 31, 2024.

FISCAL IMPACT
The Consultant’s proposal for the scope of work has a cost of $353,360. As part of the FY 2022/23 and FY 2023/24 Capital Improvement Program budget adoption, funding in the amount of $325,000 was appropriated to the Precise Plan for Downtown project for the City Hall Relocation Study. The remaining $28,360 is available in Silicon Valley Power’s Electric Yard Buildings and Grounds project budget for facility assessment of buildings occupied by SVP.

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22-1204 Agenda Date: 10/18/2022
Budget Amendment
FY 2022/23
Current Increase/
(Decrease)
Revised
Electric Utility Capital Fund
Expenditure
Electric Yard Buildings and Grounds $2,263,136 ($28,360) $2,234,776 Transfer To
General Government Capital Fund $0 $28,360 $28,360
General Government Capital Fund
Transfer From
Electric Utility Capital Fund $0 $28,360 $28,360
Expenditure
Precise Plan for Downtown $325,000 $28,360 $353,360

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

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

RECOMMENDATION

1. Authorize the City Manager to execute Amendment No. 3 to the Agreement with Wallace Roberts and Todd, LLC (WRT) for the City Hall Relocation Study at a total cost not to exceed $1,331,706.

2. Approve the following FY 2022/23 budget amendments:
a. In the General Government Capital Fund, recognize a transfer of $28,360 from the Electric Utility Capital Fund and increase the Precise Plan for Downtown project by $28,360 (five affirmative Council votes ); and
b. In the Electric Utility Capital Fund, establish a transfer to the General Government Capital Fund in the amount of $28,360 and reduce the Electric Yard Buildings and Grounds project by $28,360 (five affirmative Council votes required).

Reviewed by: Andrew Crabtree, Director, Community Development Approved by: Rajeev Batra, City Manager
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22-1204 Agenda Date: 10/18/2022

ATTACHMENTS

1. Amendment No. 3 with Wallace Roberts and Todd, LLC (WRT)

2. Scope of Work - City Hall Relocation Study

3. Original Agreement and RTC19-1006

4. Amendment No. 1 and RTC21-667

5. Amendment No. 2
City of Santa Clara Printed on 10/26/2022Page 4 of 4
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AMENDMENT NO. 3

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

WALLACE ROBERTS & TODD, LLC

PREAMBLE
This agreement ("Amendment No. 3") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Wallace Roberts & Todd, LLC, a Delaware Corporation (Consultant). City and Consultant may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for Services Between the City of Santa Clara, California, and Wallace, Roberts & Todd, LLC," dated October 17, 2019 (Agreement); and
B. The Agreement was previously amended by Amendment No. 1, dated October 21, 2021, Amendment No. 2, dated December 13, 2021, and is again amended by this Amendment No. 3. The Agreement and all previous amendments are collectively referred to herein as the "Agreement as Amended"; and C. The Parties entered into the Agreement as Amended for the purpose of having Consultant provide prepare a Downtown Precise Plan, and the Parties now wish to amend the Agreement to expand the scope of services to include a conceptual land use and economic analysis.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement, entitled "Term of Agreement," is amended to reflect a revised termination date of December 31, 2024.

2. Section 6 of the Agreement, entitled "Compensation and Payment," is amended to reflect a revised maximum compensation value of one million three hundred thirty-one thousand, seven hundred six dollars ($1,331,706).

3. Exhibit A of the Agreement, entitled "Scope of Services," is updated by appending the attached "Third Addendum to Scope of Services" to add new tasks to the original scope.

Amendment No.4 to AgreemenUWRT-Downtown Precise Plan
Rev. 10/25/19

Page 1 ends

4. Exhibit B of the Agreement, entitled "Schedule of Fees," is amended to reflect a revised maximum compensa.tion value of one million three hundred thirty-one thousand, seven hundred six dollars ($1,331,706).

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

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Office the City Attorney V"IV\ k..A" '-a • v Batra
City Manager City of Santa Clara
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone : (408) 615-2210
Fax: (408) 241-6771

WALLACE ROBERTS & TODD, LLC
a Delaware Corporation
Dated: ~ ·
--==----n,~~?7/.~f~.az~====-sy (Sig nature): ---:- - - ,..-->r--1-- -...:___, ~=f =- ---¥+--+--- Name: _____ ..,.._ __ ---,- _______ _
Title: Princi al
Principal Place of 478 Tehama Street, Suite 2B
Business Address: San Francisco, CA 94103
Email Address: [email protected]
Telephone: (415) 575-4722
Fax: (215) 732-2551
"CONSULT ANT"
l:\PLANNING\Admin\Contracts\WRT\Amendment No 3\Amendment No. 3 Integrated with Moot

4.doc
Amendment No. 3 to Agreement/WRT-Downtown Precise Plan
Rev. 10/25/2019

Page 2 ends

Third Addendum to Scope of Services
The following tasks are to be included as additional services. A detailed description of these tasks is included in the attached proposal, entitled "Civic Center Relocation Study" dated September 8, 2022.

Task
1 2
3 4
5 6
7 8
Project Initiation and Management
Program Confirmation
Economic Assessment
Criteria and Site Comparison
Concept Development and Test-Fitting
Financial Evaluation
Additional Concept Refinement
Final Options Report
Expenses
Total:

Fee
$23,090
$17,030
$33,470
$25,970
$81,800
$123,810
$23,000
$18,360
$6,830
$353,360
In no event shall the maximum compensation under this Agreement as Amended for any and all services exceed one million three hundred thirty-one thousand, seven hundred six dollars ($1,331,706), subject to annual budget appropriations.

Amendment No. 3 to Agreement/WRT-DPP, Third Addendum to Scope of Services Rev. 10/25/2019

Page 1 ends

WRT MEMORANDUM
To: Lesley Xavier
Principal Planner, City of Santa
Clara
Via email
CC: Jim Stickley
Principal, WRT
Dear Lesley,
Date: September 8, 2022
From: Peter Winch
Project Manager, WRT
Ref. No.: 08334.02
Project:

Re:

Civic Center Relocation Study
WRTTeam Proposal
The WRT Team is drafting a Downtown Precise Plan that reflects extensive analysis and community and DCTF feedback. The Task Force and City Staff have requested that WRT provide a scope of work and fee for studying how a relocated City Hall and associated office space could fit downtown, and how it could be financed. This memo responds to that request.

In this effort, WRT would be joined by Siegel and Strain Architects, bringing understanding of space needs for a city hall, and team members CSWIST2 and TBD Consulting with expertise in estimating civil and structural construction costs, respectively. On the economic side, EPS, our partner on the Downtown Precise Plan, would conduct case study analysis, while Project Finance Advisory Ltd. {PFAL) will provide specific expertise in public facility financing. Runde & Partners, Inc. joins our team to provide property appraisal services.

The total Consultant fee for these proposed tasks is $353,030, and we anticipate a 6-month schedule.

Runde & Partners has requested a $10,000 retainer to begin work. This would need to be provided by the City.

Summary and detail fee tables and proposed schedule follow the proposed scope of work. We look forward to working with Staff and City leaders to refine this scope of work as needed.

WRT, LLC I 478 Tehama Street, Suite 2B I San Francisco, CA 94103 wrtdesign.com I 415.575.4722
James Stickley CA LA-4251
John Gibbs CA LA-4417
N:\BOOJ\8334.02 Santa Clara Civic Center Relocation Study\ 1-Administration\2-Agreements & Proposals\WRT Proposals\Santa Clara Civic Center Relocation Study_WRT Proposal_2022-09-19_clean.docx

WRT MEMORANDUM
Santa Clara Civic Center Relocation Study: Scope and Fee Task 1: Project Initiation and Management
September 8, 2022
Page J 2
The WRT Team will have a kickoff meeting with City Staff and confirm scope, schedule, and City objectives. The T earn will conduct targeted background research and mapping needed to understand the existing Civic Center site and previous studies, and to establish base maps for the Relocation Study. This task also covers ongoing project management.

Meetings:
• Kick-off meeting
• Project management calls with Staff as needed
Deliverables:
• Project Schedule and Work Plan (periodically updated) • Base Maps for Existing Civic Center and Downtown
• Base Model for Downtown (as developed for Downtown Precise Plan) Timeframe: Approximately 6 months
Task 2: Program Confirmation
WRT, Siegel & Strain and PFAL will conduct an initial work session to review available City hall/civic center program documentation, relevant previous studies, and the Downtown Santa Clara Precise Plan and Form-based Code (drafts). The Team will confirm the desired relocation program with the City, which may include conducting stakeholder interviews.

S&S will review provided documentation related to projected civic center spatial needs and document a high-level spatial program organized by department according to data provided.

PFAL will review the architect's high-level spatial program.

Note: Required effort will be dependent on available documentation and expectation level.

Meetings:
• Meeting with City Staff (1)

MEMORANDUM
• Team meetings as needed
Deliverables:
• Base spatial program definition
Timeframe: 1 month
Task 3: Economic Assessment
September 8, 2022
Page\ 3
Beginning concurrently with the program confirmation, EPS will assist with analysis of the economic impact of locating the Santa Clara City Hall in the downtown area, as follows.

Case Studies
In coordination with WRT, EPS will identify up to six examples of City Hall relocation projects across the United States to serve as case studies. The T earn will seek examples (successful and otherwise) that are comparable to Santa Clara and/or the downtown site in one way or another (e.g., similar City population; site adjacency to transit, university, or historic neighborhood. We will seek case studies with a range of outcomes, including examples with more and less resulting investment. For each case study, EPS will conduct research to understand each city hall project based on City documents, hearing transcripts, media reporting, and other readily available sources. EPS will also contact each city to seek an interview with staff about the project, including benefits, challenges, and lessons learned, etc. EPS will report on outcomes, including the degree to which private investment has followed public investment.

Economic Impact Analysis
EPS will complete an illustrative economic impact analysis that considers potential localized spending effects on downtown from a new City Hall, as compared to the baseline site use (a comparably sized future office building). EPS will rely on WRT to identify the City Hall program and alternative. The analysis will quantify employment and visitation estimates, identify likely retail spending patterns and estimated sales tax revenues, and compare likely spending across development alternatives. Given the localized nature of the analysis, EPS will focus on direct spending in the downtown.

Meetings:
• Meeting with City Staff
• DCTF Meeting (1)
• T earn meetings as needed

MEMORANDUM
Deliverables:
• Presentation on case study analysis and economic impact analysis • Memorandum on economic impact analysis of potential City hall relocation Timeframe: 1.5 months
Task 4: Criteria and Site Comparison
September 8, 2022

Page 14 ends

WRT, Siegel & Strain, and PFAL will conduct a criteria-based process for evaluating potential Downtown sites for a relocated City Hall. Our process will consider a range of factors that relate to program, site characteristics, and finance. These factors may include:
• Land ownership and encumbrance
• Site size and dimensions; program fit
• Contribution to downtown experience
• Transit access
• Enabling of multiple benefits
• Readiness for development/simplicity
• Surplus Land Act conditions
• Available financing tools
• Partners
The team will become grounded in an understanding of the Downtown district and the Precise Plan, through material review and a site visit. In a team working session we will confirm criteria, confirm up to 3 downtown sites that merit evaluation, and make initial qualitative findings for each criterion. These will be more thoroughly detailed by each member of the team, depending on expertise, and presented in a simple format in one meeting each to City Staff and the Task Force. The outcome of this process will be the creation of a qualitative evaluation matrix followed by City Staff and Task Force confirmation of a preferred downtown site for a relocated City Hall.

Meetings:
• Meeting with City Staff
• DCTF Meeting (1)
• Team meetings as needed
Deliverables:
• Evaluation matrix with criteria
• Presentation on criteria and site comparison

WRT MEMORANDUM
Timeframe: 1 month
Task 5: Concept Development and Test-Fitting
September 8, 2022
Page I 5
WRT and Siegel & Strain, with critical input from PFAL, will collaborate to develop up to three conceptual approaches to relocating city hall downtown to the preferred downtown site. Approaches are expected to be:
• Full relocation (City Hall and SVP);
• Partial relocation (City Hall only);
• Mixed-use (including private development), with full or partial relocation.

In terms of responsibilities:
• WRT will focus on urban design considerations.
• S&S will focus on organizing departments relative to one another based on overall area and adjacency requirements.
• PFAL will consider land use layout options with a view to enabling access to preferential funding and financing strategies.

WRT will also consider future land use concepts for the existing Civic Center site. This would begin at a high level, assigning site area to different land uses and recognizing potentially viable and beneficial future uses of the site.

Preliminary concepts for both sites will be shared with the larger Consultant team to understand cost, economic impact, and financing perspectives, and with City Staff for review and discussion.

Based on feedback, Siegel & Strain will develop draft diagrams for each downtown relocation concept. These will be reviewed in a second work session with WRT and PFAL, which will also cover general building parameters and assumptions such as construction type, sustainability goals, and related information to inform construction cost estimates.

Siegel & Strain will modify spatial diagrams as needed, prepare a narrative summary of building block organization and building assumptions for cost estimates. For the existing civic center site, WRT will estimate development capacity based on density formulas and informed by typical building forms. This will inform the economic evaluation of potential relocation.

WRT and Siegel & Strain will prepare a presentation to review the concepts with the Downtown Community Task Force (DCTF).

MEMORANDUM
Meetings:
• Meeting with City Staff (1)
• DCTF Meeting (1)
• T earn work sessions and meeting (2 or as needed)
Deliverables:

September 8, 2022
Page I 6
• Presentation on Downtown site and building concepts, Civic Center concepts, and opportunities and challenges for each
Timeframe: 1.5 months
Task 6: Financial Evaluation
Project Finance Advisory, Ltd. (PFAL) will perform a financial analysis to assess the concepts for relocating City Hall and offices to a revisioned downtown. This work will include:
• Reviewing the team's assessment of the cost/benefits of relocating to a downtown location and reviewing expected revenue;
• Providing input into and review of initial concepts for alternative uses of the existing City Hall site, incorporating appraisals of existing Civic Center site and potential future City Hall development site
• Considering financing and delivery options, including the possibility of a public/private partnership, property disposal, and USDOT debt • Incorporating the cost estimates provided by the WRT Team and providing benchmarked lifecycle cost indications for a new facility for up to 3 sites • Reviewing background information, including the example sites mentioned by the DCTF and identifying salient characteristics relevant to Santa Clara's objectives • Participating in one meeting with the Downtown Task Force and 3 additional meetings with the advisory team and City; meeting prep and presentation content • Draft and Final Report and Presentation
• Quality control and assurance
• Task Management, Coordination, and Administration (internal coordination calls with advisor team, client calls, invoicing, etc.)
The financial analysis will incorporate critical inputs from TBD Consulting, CSW/ST2, and Runde & Partners, as described below.

Construction Cost Estimate

MEMORANDUM
September 8, 2022
Page j 7
TBD Consulting will prepare a construction cost estimate for a new Civic Center based on the concepts defined in Task 4 This would include:
• One draft round of pricing + one revision round per comments and program/massing changes.
• Pricing to be order of magnitude ranges for each building containing Civic C~nter program.
• Excludes detail estimate backup or cost breakdowns per building system. • Estimate to include demo and site improvements at existing Civic Center locations.
• Construction pricing to be based on prevailing wage.
• Construction phasing can be considered if applicable. • Estimate effort can support up to 3 different massing schemes.

The estimate will identify the total cost of construction based on the quantities or allowances with composite unit rates where applicable reflecting the scope of work and the current market conditions. Pricing shall incorporate appropriate general contractor markups and escalation into cost ranges. The estimate will utilize TB D's standard Order of Magnitude format. We will not obtain any bids or opinions of cost from subcontractors unless the work is of such a unique nature that no other cost information is available. WRT and their consultants shall provide program and massing diagrams for our use. We understand that reconciliation of estimates with other cost opinions will not be required.

We have also excluded time for value engineering, value analysis, other cost studies, estimating soft costs, and design & estimating 'churning' to reach a specific budget.

Siegel & Strain will field questions from estimator (to make sure his assumptions are correct) and to review a draft of the estimate.

Infrastructure Cost Estimate
CSW/ST2 will review the concepts and support the team in developing a construction cost analysis focused on civil engineering costs. Since public funds will be involved in construction, the costs will need to include prevailing wage rates. We will provide up to three estimates for the improvements.

Appraisals
The sites to be appraised include the portion of the existing Civic Center property that would be redeveloped if City Hall and related office functions were to be relocated. The appraisal would also address the fee simple market value of two to three potential relocation sites in the downtown area to be identified at a later date. These sites are to be located within the 10-square-block area between Lafayette Street, Madison Street, Benton Street, and Homestead Road. The area is in the process of a re-zoning that will intensify the

MEMORANDUM
September 8, 2022
Page I 8
development density in the area. Our appraisal would address the as-is value of each site at its highest and best use, once the permitted use(s) and density (FAR/height limit/dwelling unit density)have been determined. For existing public land, the requirements of the Surplus Land Act will be taken into account in determining realistic highest and best use. The intended use of this appraisal report is for assistance with a financial analysis of the costs and benefits of relocating City Hall to the downtown area.

The report is to be used for planning and advisory purposes, not for financing or acquisition purposes. The intended user is Peter Winch/WRT and the City of Santa Clara and the report should not be used or relied upon by any other person or entity for any reason.

As-Needed Project Support
EPS is available to provide WRT support concerning various economic and financial aspects of the City Hall relocation study. The firm's expertise spans real estate, economic and fiscal impact analysis, public finance, and public policy practice areas. This proposal includes 40 hours EPS Principal-level time that may be used by WRT on an as-needed basis for project support.

Meetings:
• Meetings with City Staff
• DCTF Meeting (1)
Deliverables:
• Presentation on estimated costs associated with up to 3 relocation concepts, and funding options for each
• Memorandum
Timeframe: 1.5 months
Task 7: Additional Concept Refinement
Based on City and DCTF feedback, and informed by the financial analysis, WRT and Siegel & Strain will refine land use and building block concepts for Downtown and the existing Civic Center site. The refined concepts will be reviewed with City Staff, and brought to the DCTF. We anticipate one Task Force meeting that will cover both the financial analysis and the refined concepts.

Meetings:

WRT MEMORANDUM
• Meeting with City Staff
• DCTF Meeting (1)
Deliverables:

September 8, 2022
Page I 9
• Presentation on refined site and building concepts, relocation recommendations, and financing strategy
Timeframe: 1 month
Task 8: Final Options Report and Council Presentation
WRT will document the final site concepts and economic analysis in a concise report, with narrative, graphics, and relevant tables. Other project deliverables may be included as appendices. Following a preparatory session with City Staff, WRT will present the final report findings to City Council.

Meetings:
• Meeting with City Staff
• City Council Meeting (1)
Deliverables:
• Final Options Report
Timeframe: 1 month
Santa Clara Downtown Precise Plan I Civic Center Relocation Study, September 8, 2022 Fee Summary
Task WRT Siegel & Strain EPS PFAL Runde & Partners CSW/ST2 TBD Consulting Team Fee Project Initiation and Management $ 10,410 $ 3,140 $ 1,140 $ 8,400 $ $ $ $ 23,090 2 Program Confirmation $ 3,710 $ 10,520 $ $ 2,800 $ $ $ $ 17,030 3 City Hall Economic Assessment $ 9,040 $ $ 16,030 $ 8,400 $ $ $ $ 33,470 4 Criteria and Site Comparison $ 12,620 $ 9,150 $ $ 4,200 $ $ $ $ 25,970 5 Concept Development and Test-Fitting $ 49,650 $ 25,150 $ $ 7,000 $ $ $ $ 81,800 6 Financial Evaluation $ . 9,220 $ 2,600 $ 11,400 $ 46,900 $ 25,000 $ 13,210 $ 15,480 $ 123,810 7 Additional Concept Refinement $ 14,900 $ 8,100 $ $ $ $ $ $ 23,000 8 Final Options Report $ 15,380 $ 2,980 $ $ $ $ $ $ 18,360 Total Labor $ 124,930 $ 61,640 $ 28,570 $ 77,700 $ 25,000 $ 13,210 $ 15,480 $ 346,530 Expenses $ 2,500 $ 2,500 $ 330 $ 1,500 $ $ $ $ 6,830
Total $ 127,430 $ 64,140 $ 28,900 $ 79,200 $ 25,000 $ 13,210 $ 15,480 $ 353,360 Proposed Schedule
Month
Task 2 3 4 5 6
Project Initiation and Management
2 Program Confirmation
3 City Hall Economic Assessment
4 Criteria and Site Comparison
5 Concept Development and Test-Fitting
6 Financial Evaluation
7 Additional Concept Refinement
8 Final Options Report
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Ebix Insurance No. s200004347
AMENDMENT NO. 4

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

WALLACE ROBERTS & TODD, LLC

PREAMBLE
This agreement ("Amendment No. 4") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Wallace Roberts & Todd, LLC, a Delaware Corporation (Consultant). City and Consultant may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for Services Between the City of Santa Clara, California, and Wallace, Roberts & Todd, LLC," dated October 17, 2019 (Agreement); and
B. The Agreement was previously amended by Amendment No. 1, dated October 21, 2021, Amendment No. 2, dated December 13, 2021, Amendment No. 3, dated November 3, 2022, and is again amended by this Amendment No. 4. The Agreement and all previous amendments are collectively referred to herein as the "Agreement as Amended"; and
C. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide prepare a Downtown Precise Plan, and the Parties now wish to amend the Agreement to expand the scope of services to include additional case studies of comparable city hall relocation projects around the U.S.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 6 of the Agreement, entitled "Compensation and Payment," is amended to reflect a revised maximum compensation value of one million three hundred forty-seven thousand, seven hundred six dollars ($1,347,706).

2. Exhibit A of the Agreement, entitled "Scope of Services," is updated by appending the attached "Additional Case Study Evaluation," dated June 16, 2023, to add new tasks to the original scope.

Amendment No.4 to AgreemenUWRT-Downtown Precise Plan
Rev. 10/25/19

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City Council and Authorities ConcurrentMarch 25, 2025

City Council and Authorities Concurrent
March 25, 2025