Agenda packet — City Council and Authorities Concurrent, May 27, 2025 (part 4 of 9)

Attachment No. 2
Bid Summary
2025 ADA CURB RAMPS PROJECT (TDA) (CE 24-25-04)
BID SUMMARY Bid Opening Date: April 10, 2025
ENGINEER’S ESTIMATE: $ 670,100.00
Contractor Total Bid ($) Percentage above/below
Engineer’s Estimate
Villalobos & Associates, Inc. $ 543,486.00 18.9% below
Sposeto Engineering Inc $ 569,005.00 15.1% below
JJR Construction, Inc $ 583,802.00 12.9% below
Spencon Construction $ 599,081.40 10.6% below
FBD Vanguard Construction, Inc. $ 633,338.00 5.5% below Bosco Construction Services, Inc $ 700,020.89* 4.5% above John Boylan Engineering, Inc. $ 737,981.00 10.1% above
Guerra Construction Group $ 982,825.00 46.7% above
*The amount shown reflects corrections by City pursuant to paragraph 18.C. of Document 00200, Instructions to Bidders, of the specifications due to mathematical discrepancies in the Bid.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-381 Agenda Date: 5/27/2025

REPORT TO COUNCIL

SUBJECT
Action on Delegation of Authority to the City Manager to Negotiate and Execute a Western Systems Power Pool Renewable Energy Credit Transaction Confirmation with the Northern California Power Agency

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The Northern California Power Agency (NCPA) is a public Joint Powers Agency formed in 1968 under California’s Joint Exercise of Powers Act (Cal Gov. Code §§ 6500 et. seq.), whose members include the cities of Alameda, Biggs, Gridley, Healdsburg, Lodi, Lompoc, Palo Alto, Redding, Roseville, Santa Clara-Silicon Valley Power, Shasta Lake and Ukiah, as well as the Bay Area Rapid Transit District, Port of Oakland, the Truckee Donner Public Utility District, and the Plumas-Sierra Rural Electric Cooperative.

For over five decades, the NCPA has constructed, operated, and maintained a fleet of power plants that provide reliable and affordable electricity to more than 700,000 Californians. The NCPA made a major investment in renewable energy in the early 1980s when it developed two geothermal power plants and a 250MW hydroelectric facility. Forty years later, these resources continue to generate reliable, emission-free electricity for its member communities.

The NCPA’s mix of geothermal, hydroelectric, and natural gas resources are well positioned to help its members achieve California’s policy of a 60% Renewable Portfolio Standard (RPS) by 2030.

Even though the NCPA has an extensive portfolio of resources, on occasion individual members of the NCPA fall short of the RPS compliance requirements and seek to shore up these shortfalls through other NCPA members or through the Renewable Energy Credit (REC) marketplace.

The NCPA initiated a request for offers for one (1) megawatt-hour (MWh) of Renewable Portfolio Standard (RPS), Portfolio Content Category 1 RECs (PCC1 RECs) for a term of 10 years for the NCPA members Biggs and Gridley. Silicon Valley Power (SVP) offered to sell its projected surplus of PCC1 RECs, which the NCPA has accepted. Both parties are members of the Western Systems Power Pool (WSPP), which is an organization of electric wholesale market entities that have developed and utilizes a standardized power agreement (WSPP Agreement) to execute trading opportunities. Through the use of standardized contract terms, the WSPP Agreement facilitates transactions to occur without constant renegotiation of standard terms and conditions, thereby promoting liquidity in the market. The proposed Transaction Confirmation provides transactionspecific terms and relies on the WSPP Agreement for base terms and conditions, except as specifically modified in the confirmation.

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25-381 Agenda Date: 5/27/2025

DISCUSSION
SVP currently has excess RECs available to meet approximately 87,600MWh of RECs over the 10- year contract. SVP is continually adding renewable energy to the resource portfolio with approximately 1,400MW contracted to come online in the next 3 years and another projected 1,400MW of potential resources in the contracting pipeline. SVP will need to procure additional projects to generate both energy and RECs to meet the State’s Renewable Portfolio Standard (RPS) targets in the future. The sale of surplus RECs to entities like the NCPA, during periods of excess supply, provides valuable revenue for SVP. In addition to the sales of surplus RECs at market rates, the sales will also assist two other NCPA members with meeting their regulatory obligations.

SVP recommends that the City Council authorize the sales of RECs to the NCPA over a term period of 10 years through the WSPP Agreement and REC Transaction Confirmation.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to section 15378(b)(5) of Title 14 of the California Code of Regulations in that it is an administrative activity that will not result in direct or indirect physical changes in the environment.

FISCAL IMPACT
SVP estimates that the revenue received from the sales of the RECs will be approximately $306,600 a year. Once the transaction confirmation is executed and the start date for the sales of RECs is determined, the revenue will be included in SVP’s annual revenue budget and 10-year forecast through the regular budget process.

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

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

RECOMMENDATION

1. Authorize the City Manager or designee to negotiate and execute a Transaction Confirmation under the Western System Power Pool Agreement between the Northern California Power Agency and the City of Santa Clara for the sale of Renewable Energy Credits (RECs) over a period of 10 years on the terms presented in this report and is subject to the review and approval as to form by the City Attorney; and

2. Authorize the City Manager or designee to take any actions as necessary to implement and administer the Transaction Confirmation and negotiate and execute future amendments, subject to the appropriation of funds and the review and approval as to form by the City Attorney.

Reviewed by: Nico Procos, Acting Director of Electric Utility City of Santa Clara Page 2 of 3 Printed on 5/23/2025
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25-381 Agenda Date: 5/27/2025
Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. PCC 1 REC Transaction Confirmation
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PCC 1 REC TRANSACTION CONFIRMATION
This transaction confirmation agreement (“Confirmation”) is entered into between City of Santa Clara, a chartered California municipal corporation, dba Silicon Valley Power (“Seller” or “SVP”) and Northern California Power Agency (“Purchaser”), each individually a “Party” and together the “Parties,” dated as of ________________ (“Effective Date”) regarding the purchase and sale of the Product pursuant to the terms and conditions contained herein. The Master Agreement, including WSPP Service Schedule R, and this Confirmation shall be collectively referred to herein as the “Agreement”. Terms capitalized but not defined herein shall have the meaning as set forth in the Master Agreement, WSPP Service Schedule R or the CAISO Tariff.

Contact
Information:

Seller: City of Santa Clara, a chartered
California municipal corporation, dba
Silicon Valley Power
Purchaser: Northern California Power
Agency
Address: 1500 Warburton Ave
Santa Clara, CA 95050
Address: 651 Commerce Drive
Roseville, CA 95678
Contract Representative: Saul Lopez Contract Representative: Tony Zimmer Phone: (408) 615-6692 Phone: (916) 781-4229
Email: [email protected] Email: [email protected] Settlements Contact: Steve Dutra Settlements Contact: Michael Maltese Phone: (408) 615-6645 Phone: (916) 781-4231
Email: [email protected] Email: [email protected] Seller: City of Santa Clara dba Silicon Valley Power
Purchaser: Northern California Power Agency
Master Agreement: This Confirmation shall be governed by the WSPP Agreement effective October 21, 2024, as amended from time to time, and incorporates Schedule R of the WSPP Agreement. Any conflicts between the Master Agreement and the Confirmation shall be resolved in the following order of control:
first, this Confirmation; second, Service Schedule R; and third, the Master Agreement.

Product: ____ Firm REC (R-2.3.1)
__X__ Firm Bundled REC (R-2.3.2)
____ Resource Contingent REC (R-2.3.3)
____ Resource Contingent Bundled REC (R-2.3.4)

Environmental
Attributes: Program Attributes as described under the “Applicable Program” section below.
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Projects: Seller may source the Product to meet the Contract Quantity from any of the Project(s) listed in Exhibit A.

Delivery Term: Effective Date through __________, 2034; provided the Delivery Term shall not be less than a total of ten consecutive calendar years in total.

Delivery Point: CAISO Balancing Authority Area
Scheduling: If applicable, Seller or Seller’s designee shall schedule and deliver the Energy portion of the Product, on behalf of Purchaser, to the CAISO Balancing Authority Area, in accordance with the requirements and the prevailing protocols of the WECC and CAISO Tariff.

Contract
Quantity: 87,648 MWh of the Product
Contract Price: The Contract Price for Energy (“Energy Contract Price”) shall be equal to the CAISO Locational Marginal Price calculated at the Delivery Point PNode per megawatt hour (as the same may be netted in accordance with the Payment section below).

The Contract Price for each REC produced and transferred from Seller to Purchaser (“REC Contract Price”) shall be equal to $35.00/REC.

Eligibility: Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement: (i) the Projects qualify and are certified by the CEC as an Eligible Renewable Energy Resource as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) the Project’s output delivered to Purchaser qualifies under the requirements of the California RPS. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. [STC 6, Non-Modifiable. (Source: D.07-11-025, Attachment A.) D.08-04-009]
The aggregate expenditures for “commercially reasonable efforts” for Eligibility, Transfer of RECs, and Change of Law Provisions (Master Agreement Section R-5.2.2(b)) are limited to $10,000 (the “Capped Amount”).

Transfer of RECs: Via WREGIS. Seller and, if applicable, its successors, represents and warrants that throughout the Term of this Agreement the RECs transferred to Purchaser conform to the definition and attributes required for compliance with the California RPS, as set forth in CPUC Decision 08-08- 028, and as may be modified by subsequent decision of the CPUC or by subsequent legislation. To the extent a change in law occurs after execution -
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of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. [STC REC-1, Non-modifiable. D.11-01-025] As noted above, the aggregate expenditures for “commercially reasonable efforts” for Eligibility, Transfer of RECs, and Change of Law Provisions (Master Agreement Section R-5.2.2(b)) are limited to the Capped Amount.

Tracking of RECs in WREGIS:

Seller warrants that all necessary steps to allow the RECs transferred to Purchaser to be tracked in WREGIS will be taken prior to the first delivery under the contract. [STC REC-2, Non-modifiable. D.11-01-025] Purchaser warrants that all necessary steps to allow the RECs transferred to Purchaser to be tracked in WREGIS will be taken prior to the first delivery under the contract.

The Transfer of RECs shall be made in accordance with the rules and regulations of WREGIS. For each month during the Delivery Term, Seller shall transfer RECs from its WREGIS account to Purchaser’s WREGIS account within ten (10) Business Days of creation of the RECs. If Purchaser’s WREGIS account ID is not available as of the Effective Date, Purchaser will provide it to Seller promptly once Purchaser receives the WREGIS account ID.

Settlements and Payment:

Purchaser and Seller understand and agree that either or both Purchaser and Seller may use, at their option, an Agent for purposes of invoicing and payment.

Energy: To simplify the scheduling and settlement process based on the current CAISO market scheduling and settlement protocols, whereby CAISO will pay the Seller for the value of the Energy produced and delivered by the Project(s) at the Delivery Point on behalf of Purchaser, the Parties agree that Seller shall schedule and deliver an amount of Energy consistent with the Contract Quantity during the Delivery Period with and to the CAISO at the Delivery Point(s), and Seller shall receive payment for the Energy from the CAISO for such delivery based on the CAISO Locational Marginal Price. Consequently, and consistent with applicable netting provisions of the Master Agreement, Purchaser and Seller hereby agree to net the payment for Energy Seller receives from the CAISO against the Contract Price, such that the net payment Seller shall receive from Purchaser shall be calculated as follows:
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Payment Due from Purchaser to Seller = Delivered and Accepted Contract Quantity * REC Contract Price.

Such payments received by Seller from the CAISO will be credited in full satisfaction of Purchaser’s payment obligation for Project Energy under this Confirmation.

RECs: Purchaser shall pay Seller for transferred RECs within ten (10) Business Days of receipt of Seller’s invoice subsequent to the transfer of RECs, or the 20th day of the month, whichever is later. If the 20th day is not a Business Day, then the next Business Day. The invoices issued by Seller hereunder shall include a statement detailing the RECs conveyed via WREGIS (i.e., Project Name, Vintage Month, CEC RPS ID, Contract Quantity and REC Contract Price).

Applicable
Program: As used both in Schedule R of the Master Agreement and in this Confirmation, Applicable Program shall mean the State of California RPS Program (referred to as “California RPS”, “Renewable Portfolio Standards” or “RPS Program”), as codified at California Public Utilities Code Section 399.11, et seq., and implemented in a manner consistent with the Enforcement Procedures for the Renewables Portfolio Standard for Local Publicly Owned Electric Utilities, as adopted by the California Energy Commission on December 22, 2020.

Tracking System: RECs associated with the Product shall be tracked using WREGIS. In addition to any audit rights that Purchaser may have under the Master Agreement, Seller shall, upon Purchaser’s reasonable request, provide documentation which may include meter data as recorded by a CAISO certified meter, sufficient to demonstrate that the Product has been conveyed and delivered, in accordance with the terms of this Confirmation.

Representations
and Warranties: Each Party represents and warrants to the other (i) that it is an “eligible commercial entity” and “eligible contract participant” within the meaning of the Commodity Exchange Act; (ii) this transaction has been subject to individual negotiation by the Parties; and, (iii) all necessary steps have been taken to allow the Green Attributes to be transferred to Purchaser to be tracked in WREGIS.

Seller further represents and warrants to Purchaser that:
(i) Seller has neither sold nor committed the Product or any Green Attribute of the Product to be transferred to Purchaser to any other person or entity;
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(ii) Each Product meets the specifications set forth herein; (iii) The Product is free and clear of all liens or other encumbrances; (iv) The Product is from the electric energy generated by the Project(s); and
(v) it will cooperate and work with Purchaser, the CEC, and/or the CPUC to provide any documentation required by the CPUC or CEC to support the Product’s classification as a Portfolio Content Category 1 Product as set forth in California Public Utilities Code Section 399.16(b)(1)(A).

Furthermore, Seller hereby sells and conveys all Green Attributes associated with the Product produced from the Project(s) (other than resource adequacy attributes and ancillary services) to Purchaser as part of the Product being delivered.

Change in Law
Provisions: Regulatorily Continuing (Master Agreement Section R-5.2.2(b)), requiring that Seller make commercially reasonable efforts to obtain compliance with Changes in Law in the California RPS. As noted above, the aggregate expenditures for “commercially reasonable efforts” for Eligibility, Transfer of RECs, and Change of Law Provisions (Master Agreement Section R5.2.2(b)) are limited to the Capped Amount.

This provision shall not apply to any Product that was Delivered and Accepted prior to any Change in Law if such Product complies with the California RPS that existed when it was Delivered and Accepted.

This Confirmation is executed for the express purposes of complying with the California RPS and Section 399.16(b)(1)(A) of the California Public Utilities Code. The Parties acknowledge that the CEC and/or CPUC may be modifying mandatory contract language, altering the procurement and product qualification rules, and updating the relevant RPS Eligibility Guidebook in a manner consistent with that legislation. If any statutes, rules, regulations, permits or authorizations are enacted, amended, granted or revoked which have the effect of changing the transfer and sale procedure set forth in this Confirmation so that itsimplementation becomes impossible or impracticable, or otherwise revokes or eliminates the California RPS or language required to conform to the California RPS, the Parties hereto agree to negotiate in good faith to amend this Confirmation to conform with such new statutes, regulations, or rules in order to maintain the original intent of the Parties under this Agreement.

Reporting
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Obligation: Purchaser shall have no responsibility (whether regulatory or financial) for greenhouse gas emissions associated with the Product, and any such obligation shall be fulfilled by or at the direction of Seller at its own cost.

Review: To monitor compliance with this Confirmation, each Party reserves the right to review during normal business hours and at its own expense, for up to two (2) years following delivery of the Product under this Confirmation, and with reasonable advance notice to the other Party, and to the extent that such other Party is in possession of such information, information required to verify that the Product sold under this Confirmation was not otherwise sold by Seller to a third party.

Confidentiality: The Parties acknowledge and agree that the Agreement is subject to the requirements of the California Public Records Act (Government Code Section 6250 et seq.). Each Party (a “Receiving Party”) acknowledges that the other Party (a “Disclosing Party”) may submit information to the Receiving Party that the Disclosing Party considers confidential, proprietary, or trade secret information pursuant to the Uniform Trade Secrets Act (Cal. Civ. Code section 3426 et seq.), or otherwise protected from disclosure pursuant to an exemption to the California Public Records Act (Government Code Sections 6254 and 6255). In order to designate information as confidential, the Disclosing Party must clearly stamp and identify the specific portion of the material designated with the word “Confidential”. The Parties agree not to over-designate material as confidential. Over-designation would include stamping whole agreements, entire pages or series of pages as confidential that clearly contain information that is not confidential. Upon request or demand of any third person or entity not a party to this Agreement (“Requestor”) for production, inspection and/or copying of information designated by a Party as confidential information (such designated information, the “Confidential Information”), the Receiving Party shall notify the Disclosing Party as soon as practical that such request has been made. The Disclosing Party shall be solely responsible for taking whatever legal steps are necessary to protect information deemed by it to be Confidential Information and to prevent release of information to the Requestor by the Receiving Party. If the Disclosing Party takes no such action after receiving the foregoing notice from the Receiving Party, the Receiving Party shall be permitted to comply with the Requestor’s demand and is not required to defend against it.

If required by any law, statute, ordinance, a court, Governmental Authority or agency having jurisdiction over a Party, including the California Public Records Act, that Party may release Confidential Information, or a portion thereof, as required by the Applicable Law, statute, ordinance, decision, order or regulation. A Party may disclose Confidential Information to accountants in connection with audits. In the event a Party is required to release Confidential Information, such Party shall notify the other Party of {D0450077.DOCX / 1}7
the required disclosure, such that the other Party may attempt (if such Party so chooses), at its sole cost, to cause the recipient of the Confidential Information to treat such information in a confidential manner, and to prevent such information from being disclosed or otherwise becoming part of the public domain. Parties acknowledge that Purchaser may be obligated to provide Confidential Information to the CPUC and CEC for regulatory compliance purposes for the California RPS program, and Seller waives the prior notice requirement and authorizes such disclosures to the CPUC and CEC.

Except as provided in this Confidentiality section and the California Public Records Act, and subject to and without limiting Master Agreement Section R-7, neither Party shall publish, disclose, or otherwise divulge Confidential Information to any person at any time during or after the term of this Agreement, without the other Party’s prior express written consent. Each Party shall permit knowledge of and access to Confidential Information only to those of its affiliates and to their respective attorneys, accountants, representatives, agents and employees who have a need to know such Confidential Information related to this Agreement.

Applicable Law/
Governing Law: This Agreement and the rights and duties of the Parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the state of California, without regard to principles of conflicts of law. To the extent enforceable at such time, each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement. [STC 17, Applicable Law, NonModifiable. (Source: D.07-11-025, Attachment A) D.08-04-009].

FERC Standard of
Review; MobileSierra Waiver: (a) Absent the agreement of all Parties to the proposed change, the standard of review for changes to any rate, charge, classification, term or condition of this Agreement, whether proposed by a Party (to the extent that any waiver in subsection (b) below is unenforceable or ineffective as to such Party), a non-party or FERC acting sua sponte, shall solely be the “public interest” application of the “just and reasonable” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) and clarified by Morgan Stanley Capital Group, Inc. v.

Public Util. Dist. No. 1 of Snohomish, 554 U.S. 527 (2008), and NRG Power Marketing LLC v. Maine Public Utility Commission, 558 U.S. 527 (2010). (b) In addition, and notwithstanding the foregoing subsection (a), to the fullest extent permitted by applicable law, each Party, for itself and its successors and assigns, hereby expressly and irrevocably waives any rights {D0450077.DOCX / 1}8
it can or may have, now or in the future, whether under §§ 205 and/or 206 of the Federal Power Act or otherwise, to seek to obtain from FERC by any means, directly or indirectly (through complaint, investigation or otherwise), and each hereby covenants and agrees not at any time to seek to so obtain, an order from FERC changing any section of this Agreement specifying the rate, charge, classification, or other term or condition agreed to by the Parties, it being the express intent of the Parties that, to the fullest extent permitted by applicable law, neither Party shall unilaterally seek to obtain from FERC any relief changing the rate, charge, classification, or other term or condition of this Agreement, notwithstanding any subsequent changes in applicable law or market conditions that may occur. In the event it were to be determined that applicable law precludes the Parties from waiving their rights to seek changes from FERC to their market-based power sales contracts (including entering into covenants not to do so) then this subsection (b) shall not apply, provided that, consistent with the foregoing subsection (a), neither Party shall seek any such changes except solely under the “public interest” application of the “just and reasonable” standard of review and otherwise as set forth in the foregoing section (a).

Forward Contract: This Confirmation constitutes a sale of a nonfinancial commodity for deferred shipment or delivery that the parties intend to be physically settled and is excluded from the term “swap” as defined in the Commodity Exchange Act under 7 U.S.C. § 1a(47) and the regulations of the Commodity Future Trading Commission and Securities and Exchange Commission, with further reference to 77 Fed. Reg. 48233-35.

Amendments
To The Master
Agreement: Definitions. For purposes of this Confirmation, Section 4, Definitions, of the WSPP Agreement is amended as follows:
(a) Contract Quantity, is amended by inserting “RECs,” after the phrase “The amount of” and before the phrase “capacity and/or energy”. (b) Power Marketer, is amended by inserting “RECs” after the phrase “takes title to” and before the phrase “electric energy, transmission and/or other services”.

Uncontrollable Forces. Section 10, Uncontrollable Forces, of the WSPP Agreement is amended for purposes of this Confirmation by:
(a) Inserting “RECs or” before each appearance of the phrase “capacity and/or energy”;
(b) Deleting and replacing the first sentence of the second paragraph with the following: “The following shall not be considered ‘Uncontrollable Forces’: (i) Seller’s cost of obtaining RECs, capacity and/or energy; (ii) {D0450077.DOCX / 1}9
Buyer’s inability due to the price of the RECs, capacity and/or energy to use or resell such RECs, capacity and/or energy; or (iii) the loss or failure of Buyer’s markets. Uncontrollable Forces may include the failure or disruption in Deliveries of WREGIS that is not the claiming Party.” Assignment. Section 14, Transfer of Interest in Agreement, of the WSPP Agreement shall for purposes of this Confirmation be deleted in its entirety and replaced with the following: “Neither Party shall transfer, assign or sell its rights as set forth in this Confirmation, to any third party without first obtaining the prior written consent of the other Party. Notwithstanding the foregoing, no such consent shall be required to the extent that the transfer or sale occurs (i) to an affiliate of a Party by operation of law, through merger or acquisition, or as the result of the sale or transfer of all or substantially all of the transferring Party’s assets, and the resulting entity’s creditworthiness is equal to or higher than that of such Party as of the Effective Date of this Confirmation, or (ii) the obligations of such Affiliate are guaranteed by such Party or its Guarantor, if any, in accordance with a guaranty agreement in form and substance satisfactory to the other Party, and (iii) transfer or assign this Confirmation is to any person or entity succeeding to all or substantially all of the assets of such Party whose creditworthiness is equal to or higher than that of such Party or its Guarantor, if any, as of the Effective Date of this Confirmation.” Governing Law. Section 24, Governing Law, of the WSPP Agreement shall be deleted in its entirety and replaced with the following: “This Agreement and any Confirmation shall be governed by and construed in accordance with the laws of the State of California.”
Creditworthiness. Section 27, Creditworthiness, of the WSPP Agreement shall be deleted in its entirety and replaced with the following:

Notwithstanding any other provision of the Agreement, credit support is not required for either Party under this Confirmation.

Confidentiality. Section 30, Confidentiality, of the WSPP Agreement is amended for purposes of this Confirmation by inserting at the end of Section

30.1(6) prior to the semicolon the following: “or to Deliver RECs pursuant to the requirements of WREGIS”.

Performance, Title, and Warranties for Transactions under Service Schedules. For purposes of this Confirmation, Section 33.2, Title and Risk of Loss, of the WSPP Agreement is amended by inserting “RECs or” before “electric energy”.
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Warranties. For purposes of this Confirmation, Section 33.3, Warranties, of the WSPP Agreement is amended by inserting “RECs or” before “electric energy”.

Counterparts: This Confirmation may be signed in any number of counterparts with the same effect as if the signatures to the counterparty were upon a single instrument. Delivery of an executed signature page of this Confirmation by electronic mail transmission (including PDF) shall be the same as delivery of a manually executed signature page.

Entire Agreement;
No Oral Agreements
Or Modifications: This Confirmation sets forth the terms into which the Parties have entered and shall constitute the entire Agreement between the Parties relating to the contemplated purchase and sale of the Product. Notwithstanding any other provision of the Agreement, this Confirmation may be entered into only by a Documentary Writing executed by both Parties, and no amendment or modification to this Confirmation shall be enforceable except through a Documentary Writing executed by both Parties.

Definitions/
Interpretations: For purposes of the Confirmation, the following definitions and rules of interpretations shall apply:
“Applicable Law” means all legally binding constitutions, treaties, statutes, laws, ordinances, rules, regulations, orders, interpretations, permits, judgments, decrees, injunctions, writs and orders or any Governmental Authority or arbitrator that apply to RPS or any one or both of the Parties or the terms hereof.
“CAISO” means the California Independent System Operator Corporation, or its successor. “CAISO Tariff” means the CAISO FERC Electric Tariff, as it may be amended or superseded from time to time.
“California RPS” means the renewable energy program and policies, codified in California Public Utilities Code Section 399.11 through 399.32 and California Public Utilities Code Sections 25740 through 25751, as such provisions are amended or supplemented from time to time and as implemented in a manner consistent with the Enforcement Procedures for the Renewable Portfolio Standard for Local Publicly Owned Electric Utilities (CEC-300-2013-002-CMF) as adopted by the CEC effective October 1, 2013.
“CEC” means the California Energy Commission or its regulatory successor. “CPUC” means the California Public Utilities Commission or its regulatory successor. “FERC” means the Federal Energy Regulatory Commission or its regulatory successor. {D0450077.DOCX / 1}11
“Governmental Authority” means any international, national, federal, provincial, state, municipal, county, regional or local government, administrative, judicial or regulatory entity operating under any Applicable Laws and includes any department, commission, bureau, board, administrative agency or regulatory body of any government. “Green Attributes” means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the Generating Facilities, and its avoided emission of pollutants. Green Attributes include but are not limited to RECs, as well as: (1) any avoided emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere; (3) the reporting rights to these avoided emissions, including but not limited to Green Tag Reporting Rights. Green Tag Reporting Rights are the right of a Green Tag Purchaser to report the ownership of accumulated Green Tags in compliance with federal or state law, if applicable, and to a federal or state agency or any other party at the Green Tag Purchaser's discretion, and include without limitation those Green Tag Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program. Green Tags are accumulated on a MWh basis and one Green Tag represents the Green Attributes associated with one (1) MWh of Energy. Green Attributes do not include (i) any energy, capacity, reliability or other power attributes from the Generating Facilities, (ii) production tax credits associated with the construction or operation of the Generating Facilities and other financial incentives in the form of credits, reductions, or allowances associated with the project that are applicable to a state or federal income taxation obligation, (iii) fuel-related subsidies or "tipping fees" that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or (iv) emission reduction credits encumbered or used by the Generating Facilities for compliance with local, state, or federal operating and/or air quality permits. If the Generating Facilities are biomass or biogas facility and Seller receives any tradable Green Attributes based on the greenhouse gas reduction benefits or other emission offsets attributed to its fuel usage, it shall provide Purchaser with sufficient Green Attributes to ensure that there are zero net emissions associated with the production of electricity from the Generating Facilities.
“Project Energy” means the hourly Energy produced by the Project. “RECs” means Renewable Energy Credits as defined in the Master Agreement. “STC” stands for Standard Terms and Conditions of the CPUC relating to purchase and sales of the Product.
“WECC” means the Western Electricity Coordinating Council or its successor organization. {D0450077.DOCX / 1}12
“WREGIS” mean the Western Renewable Energy Generation Information System, or its successor system.
“WREGIS Certificates” has the same meaning as “Certificate” as defined by WREGIS in the WREGIS Operating Rules and are designated as eligible for complying with the California RPS. “WREGIS Operating Rules” means those operating rules and requirements adopted by WREGIS as of July 15, 2013, as subsequently amended, supplemented or replaced (in whole or in part) from time to time.
{D0450077.DOCX / 1}{D0441813.DOCX
ACKNOWLEDGED AND AGREED TO AS OF THE EFFECTIVE DATE:

City of Santa Clara dba Silicon Valley
Power
Northern California Power Agency
By: By:

Name: Name:

Title: Title:
{D0450077.DOCX / 1}Exhibit A-1

EXHIBIT A
CEC-Certified Eligible Renewable Energy Resources/Projects Facility Name Location Fuel (Wind,
Solar, etc.)
CEC
RPS ID
WREGIS
ID
Commercial
Op. Date
Aidlin Power Plant Sonoma/Lake
County Geothermal 60115A W484 1/1/2025
Calistoga Power Plant Sonoma/Lake
County Geothermal 60117A W486 1/1/2025
Geothermal Plant 1, Unit 1 & Unit
2 Onsite Load Middleton, Ca Geothermal 60908A W4883 1/1/1983 Geysers Unit 5&6 Sonoma/Lake
County Geothermal 60002A W117 1/1/2025
Geysers Unit 7&8 Sonoma/Lake
County Geothermal 60003A W118 1/1/2025
Geysers Unit 11 Sonoma/Lake
County Geothermal 60025A W119 1/1/2025
Geysers Unit 12 Sonoma/Lake
County Geothermal 60004A W120 1/1/2025
Geysers Unit 13 Sonoma/Lake
County Geothermal 60005A W121 1/1/2025
Geysers Unit 14 Sonoma/Lake
County Geothermal 60026A W122 1/1/2025
Geysers Unit 16 Sonoma/Lake
County Geothermal 60006A W123 1/1/2025
Geysers Unit 17 Sonoma/Lake
County Geothermal 60007A W124 1/1/2025
Geysers Unit 18 Sonoma/Lake
County Geothermal 60008A W125 1/1/2025
Geysers Unit 20 Sonoma/Lake
County Geothermal 60009A W126 1/1/2025
NCPA GEO Plant 1, Unit 1 Middleton, Ca Geothermal 60908A W1254 1/1/1983 NCPA GEO Plant 1, Unit 2 Middleton, Ca Geothermal 60909A W1255 1/1/1983 NCPA GEO Plant 2, Unit 3 Middleton, Ca Geothermal 60910A W1256 1/1/1985 NCPA GEO Plant 2, Unit 4 Middleton, Ca Geothermal 60911A W1257 5/1/1989 Sonoma Power Plant Sonoma/Lake
County Geothermal 60010A W127 1/1/2025
Beardsley Powerhouse Strawberry, Ca Hydro 60072A W787 1/1/1957 Black Butte Powerhouse Orland, Ca Hydro 61751A W1010 3/10/1988 Camp Far West Trowbridge, Ca Hydro 61075A W2790 3/30/2022 {D0450077.DOCX / 1}Exhibit A-2
Facility Name Location Fuel (Wind,
Solar, etc.)
CEC
RPS ID
WREGIS
ID
Commercial
Op. Date
Friant Power Authority - FR1 Unit Fresno County,
California Hydro 60156A W594 3/19/2016
Friant Power Authority - M1 Unit Fresno County,
California Hydro 62380A W798 3/19/2016
Friant Power Authority - RO1 Unit Fresno County,
California Hydro 62381A W799 3/19/2016
Grizzly Powerhouse Quincy, Ca Hydro 61935A W1252 1/8/1994 Kelly Ridge Powerhouse Oroville,
California Hydro 60266A W761 12/6/2021
Lewiston Plant Trinity County,
Ca Hydro 61044A W1108 1/1/2005
New Spicer Meadows
Hydroelectric Project Murphys, Ca Hydro 61580A W1260 11/30/1989 Nimbus Plant Fair Oaks, CA Hydro 61045A W1161 1/1/2005
Olcese Water District - Rio Bravo
Hydro Bakersfield, CA Hydro 60162A W613 5/18/1989
Quinten Luallen - Friant Power
Authority - RO2 Unit
Fresno County,
California Hydro 61594A W5058 3/31/2015
Sly Creek Powerhouse Oroville,
California Hydro 60267A W701 12/6/2021
Stampede Plant Sierra County,
California Hydro 61046A W1177 1/1/2005
Stony Gorge Hydro Orland, CA Hydro 61750 W1011 8/29/1985 Tri-Dam Authority - Sandbar
Southern Powerhouse Strawberry, Ca Hydro 60188A W489 1/1/2014 Tulloch Powerhouse Jamestown, Ca Hydro 60071A W788 6/1/1958 Tulloch Powerhouse, Unit 3 Jamestown, Ca Hydro 60071A W3091 3/31/2012 Ameresco Forward, LLC Manteca, Ca Landfill Gas 62389A W3584 1/31/2014 Ameresco Santa Clara, LLC Santa Clara, Ca Landfill Gas 62413A W3583 12/18/2014 Ameresco Vasco, LLC Livermore, Ca Landfill Gas 61300A W3581 1/31/2014 Aquamarine Kings County,
CA Solar 64553A W12082 9/1/2021
Aquamarine Phase 2 Kings County,
CA Solar 64553A W12582 9/1/2021
Castanea Kings County,
CA Solar 65110 W17671 2/1/2025
Central 40 Gustine, CA Solar 63693A W10736 12/31/2020
Geothermal Solar Unit 1 -
Clearlake Middleton, Ca Solar 62040A W1509 12/29/2009
Geothermal Solar Unit 2 -
Middletown Middleton, Ca Solar 62041A W2792 12/29/2009
{D0450077.DOCX / 1}Exhibit A-3
Facility Name Location Fuel (Wind,
Solar, etc.)
CEC
RPS ID
WREGIS
ID
Commercial
Op. Date
Jenny Strand Santa Clara, CA Solar 63065A W3565 4/1/2013 RE Rosamond One Rosamond, Ca Solar 60855A W3858 12/23/2012 Tioga Canopy Santa Clara, CA Solar 62563A W3579 5/30/2013 Manzana Wind LLC Rosamond, Ca Wind 61671A W3105 12/20/2012 City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-386 Agenda Date: 5/27/2025

REPORT TO COUNCIL

SUBJECT
Action on Amendments to Agreement with Principal Bank for Investment Portfolio Custody Services to the City

COUNCIL PILLAR
Manage Strategically Our Workforce Capacity and Resources

BACKGROUND
In July 2020, subsequent to a formal competitive solicitation process, the City Council approved an agreement with Wells Fargo Bank, N.A. (Wells Fargo) to provide investment portfolio custody services for the City of Santa Clara’s (City) securities portfolio through Wells Fargo’s Institutional Retirement and Trust (IRT) business division. The Wells Fargo agreement, inclusive of all terms and conditions, was subsequently assigned to Principal Bank (Principal) following the acquisition of Wells Fargo’s IRT business division by Principal.

It is crucial to obtain a trusted financial institution to act as an independent third-party custodian to protect and oversee City’s invested assets. The custody services provided include, but are not limited to, settlement, safekeeping, and reporting of the City’s investment securities portfolio, which is managed by PFM Asset Management, the City’s external investment manager in accordance with the City’s Investment Policy. As of March 31, 2025, the City’s portfolio, consisting of high-quality fixedincome marketable securities, totals over $1.1 billion and is held at Principal while all securities are registered in the name of the City.

DISCUSSION
Principal’s (formerly Wells Fargo) IRT business division has been providing custody service to the City since 2005 and has consistently demonstrated its ability to provide excellent value and customer service. The relationship manager and customer service team have remained in place following the acquisition by Principal.

In addition to Principal’s proven outstanding customer service to the City, another key factor in its original selection to provide investment portfolio custody services was its competitive pricing.

Compared to the next lowest bid, with five total proposals submitted, Principal’s annual pricing was $24,000 lower, saving the City more than $120,000 over the initial five-year term.

As the initial term of the Agreement will expire on August 25, 2025, staff is exercising the option to extend the term by five (5) additional years through August 25, 2030. Staff is requesting authorization to execute Amendment 1 to the Agreement to increase the not-to-exceed contract amount by $38,000 from $115,000 to $153,000 for the period ending on August 25, 2030. Staff is additionally requesting approval to exercise up to two additional 1-year extensions option or one 2-year City of Santa Clara Page 1 of 3 Printed on 5/23/2025
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25-386 Agenda Date: 5/27/2025
extension, which would extend this Agreement through August 25, 2032. There will be no change in pricing; however, the total not-to exceed contract amount would increase from $153,000 to $198,000, including the additional two years to August 2032. This increase is due to the growth in City’s investment portfolio size. Securities held at Principal grew from $720 million in August 2020 to over $1.1 billion at the end of March 2025. It should be noted that the City’s investment portfolio is comprised of citywide cash for all funds, including utility enterprises. The majority of these funds are reserved and/or encumbered to fund operations and capital projects.

City’s investment portfolio grew more than $300 million during this period due to accumulated interest earnings of $63.7 million and increases to various City operating reserves of approximately $245.7 million.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of a California Environmental Quality Act (“CEQA”) pursuant to the CEQA Guidelines section 15378(a) as it has no potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. Furthermore, the action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(5) in that it is a governmental organizational or administrative activity that will not result in direct or indirect changes in the environment.

FISCAL IMPACT
The agreement has an amended not-to-exceed amount of $153,000 through August 25, 2030.

Funding for the agreement is included in the FY 2025/26 & 2026/27 Proposed Biennial Operating Budget. The potential not-to-exceed amount will increase to $198,000, should the two optional years extension through August 25, 2032 be exercised. Funding for the remaining term will be incorporated into future operating budgets.

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

RECOMMENDATION

1. Approve and authorize the City Manager to execute Amendment No. 1 to the Agreement with Principal Bank for Custody Services to increase compensation by $38,000 for a revised total maximum amount not-to-exceed $153,000 for the initial term of the Agreement to end on August 25, 2030, subject to the appropriation of funds and approval as to form by the City Attorney; and

2. Authorize the City Manager to exercise options, by an amendment of the Agreement subject to review and approval as to form by the City Attorney, to extend the term of the Agreement for two City of Santa Clara Page 2 of 3 Printed on 5/23/2025
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25-386 Agenda Date: 5/27/2025
additional years to August 25, 2032 and increase compensation by $45,000 for a revised total maximum amount not-to-exceed $198,000, subject to the appropriation of funds.

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

ATTACHMENTS

1. Amendment No. 1 to Custody Services Agreement Amendment with Principal Bank

2. Consignment agreement with Principal Bank

3. Custody Services Agreement with Wells Fargo Bank
City of Santa Clara Page 3 of 3 Printed on 5/23/2025
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Amendment No. 1 to Agreement/Principal Bank Page 1
Rev. 10/25/19
Ebix Insurance No. S200004540
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

PRINCIPAL BANK

PREAMBLE
This agreement (“Amendment No. 1”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Principal Bank, a federal savings association (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The City previously entered into an agreement entitled “Agreement by and Between the City of Santa Clara, California and Wells Fargo, N.A.”, dated August 25, 2020 (Original Agreement) for the purpose of having Contractor provide investment portfolio custody services;
B. The Parties entered a Consent to Assignment agreement of the Original Agreement dated May 2, 2024, pursuant to which the City consented to the assignment of the Original Agreement from Wells Fargo Bank, N.A. to Principal Bank; and
C. The Parties now wish to amend the Original Agreement to (i) extend the term by five years to August 25, 2030, (ii) add two additional one-year option periods through August 25, 2032, and (iii) increase compensation by Thirty-Eight Thousand Dollars ($38,000) for a revised not-to- exceed maximum compensation amount of One Hundred Fifty-Three Thousand Dollars ($153,000).

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Original Agreement, entitled “Term of Agreement” is amended to read as follows:
“Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on August 25, 2025 and terminate on August 25, 2030. The City reserves the right, at its own sole discretion, to extend the term of Amendment No. 1 to Agreement/Principal Bank Page 2 of 4 Rev. 10/25/2019
this Agreement for up to two (2) additional one-year periods through August 25, 2032 in such increments as determined by City.”

2. Section 6 of the Original Agreement, entitled “Compensation and Payment” is amended in its entirety to read as follows:
“In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with First Revised Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is One Hundred Fifty-Three Thousand Dollars ($153,000) subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.”

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

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

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.

Amendment No. 1 to Agreement/Principal Bank Page 3 of 4 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”

PRINCIPAL BANK
a federal savings association
Dated:

By (Signature):

Name: Michael J. Wade
Title: Sr. Relationship Manager
Principal Place of
Business Address:
575 Anton Blvd., Ste. 910, Costa Mesa, CA
92626
Email Address: [email protected]
Telephone: (515) 878-6110
Fax:
“CONTRACTOR”
Amendment No. 1 to Agreement/Principal Bank Page 4 of 4 Rev. 10/25/2019

FIRST REVISED EXHIBIT B

SCHEDULE OF FEES
Contractor shall bill City quarterly in arrears following the satisfactory completion of the Scope of Services provided by Contractor on an invoice and in a format satisfactory to City and subject to verification and approval by City. City shall pay Contractor within thirty (30) calendar days of City’s receipt of an approved invoice.

In no event shall the amount billed to City by Contractor for services during the Term of the Original Agreement and Amendment No. 1 exceed One Hundred Fifty-Three Thousand Dollars ($153,000).

Service Description Unit Cost
Asset Based Fee Schedule (market value) 0.12 basis points (mv x 0.000012) Account Maintenance Fee (Annual Charge) $750.00
Transactional Charges-Physical Settlements $25.00 per transaction Domestic Depository Settlements:

DTC/Fed/Repurchase Agreements/Reverse
Repurchase Agreements/ADR/Free
Receipts/Delivers/Maturities
$8.00 per transaction
Outgoing Domestic Wires $12.00 per transaction
Non-Trust Payment System (TPS) Cash
Disbursements (Check/ACH) $12.00 per transaction
Collection of interest income and dividends No charge

CONSENT TO ASSIGNMENT AGREEMENT

BY ANJD BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

PRINCIPAL BANK

PREAMBLE
This consent to assignment agreement ("Consent Agreement'') is by and between the City of Santa Clara, California1 a chartered California municipal corporation, with its principal place of business located at 1500 Warburton Avenue, Santa Clara; California 95050 ("City") and Principal Bank, a federal savings association, with its principal place of business located at 711 High Street, Des Moines, Iowa 50392 ("Principal Bank''), the successor in interest to Wells Fargo Bank, N .A ("Wells Fargo"), and is entered into as of April 2, 2024. City and Principal Bank may be individually referred to in this Consent Agreement as a "Party" or collectively as the "Parties".

RECITALS
A. City and Wells Fargo entered into an agreement entitled, "Agreement by and Between the City of Santa Clara, California and Wells Fargo, N.A.", dated August 25, 2020 (the "Original Agreement'') m which. Wells Fargo agreed to provide custody services, including but not limited to, settlement, smekeeping, and repo1ting. of City's investment portfolio consisting of marketable securities and cash;
It The City was informed that due to the acquisition of We11s Fargo's Institutional Retirement and Trust (IRT) business. division, that Principal Bank now Wholly owns Wells Fargo's !RT business, and as such will continue to provide the services to the City under the Original Agreement. Principal Bank desires to have the City consent to the assignment of all rights, obligations and interest in the Original Agreement from Wells Fargo to Principal Bank, and Principal Bank desires to aolmowfodge the acceptance of the assignment and assume the rights, obligations, and liabilities of Wells Fargo under the Original Agreement effective as of February 22,2022; and C. Based on the completed acquisition, it is the desire of City to formally consent to the assignment by Wells Fargo of all its rights, obligations and interest in the Original Agreement to Principal Bank.

In consideration of the above referenced recitals and the following mutual covenants, commitments and obligations~ the Parties agree, as follows:

CONSENT AGREEMENT PROVISIONS

1. Based on a written request received by the City from Principal Bank, City hereby consents to the assignnJ.ent of the Odginal Agreement and all of the rights, duties, obligations, and interest set forth therein from Wells Fargo to Principal Bank. This consent is based on representations made by Principal Bank and Wells Fargo and all the duties and obligations. of Wells Fargo to perform Acknowledgment of Assignment ~ Principal Bank Page 1 of5 specified services included in the Original Agreements shall be performed by Principal Bank.

2. City acknowledges and relies on tbis acceptance by Principal Bank of all of the rights, obligations and interest in the OriginalAgreement and the relinquishment of all such the rights, obligations and interest in the Original Agreement by Weils Fargo. Principal Bank hereby acknowledges its acceptance of such assignment from Wells Fargo, as of February 22, 2022, and assumed and agreed to be bound by the Original Agreement, and agreed to perform all the duties and obligations and assume all liabilities and responsibilities of Wells Fargo, except as set forth herein.

3. From February 22, 2022, any pending debts or obligations due to City and those which subsequently arise or accrue from the terms and conditions of the Original Agreement became payable by Principal Bank to the City or its agents, or assigns.
4; This Consent Agreement e~bodies the entire agreement between City and Principal Bank and all of its terms and conditions. No verbal agreements or conversation with any officer; agent or employee •of City prior to execution of this Consent Agreement shall affect or modify any of the terms or obligations contained in tbis Consent Agreement. Any such verbal agreement shall be considered as unofficial information and in no way binding upon City.

5. As a condition of the terms of this Acknowledgment, Principal Bank agrees to provide the City with the following, upon request by the City:
revised Certificate of Insurance, as well as all policy endorsements to indicate that Principal Bank has purchased, and is maintaining, all of the required insurance policies and has provided the required endorsements which were included in the terms and conditions of the Original Agreement.

Notwithstanding the previous sentence, the City acknowledges that the notice obligations under the "Cancellation" provision of Section E of Exhibit C of the Original Agreement shall be assumed by Principal Bank, and are not contained within the insurance policies.

6. The Parties agree that Principal Bank may rely on the foilowing account related documentation between the City and Wells Fargo:
• Authorized Signers Certification (and email correspondence) dated January 28,2021, • Amendment to· the Wells Fargo Account Agreement Documentation (Definitions and Disclosure Statement, Fee Agreement) effective July 1, 2020, • Amendment to the Wells Fargo Ac9ount Agreement Documentation (Sweep Investment Direction for Cash Balances} effective September 1, 2020.

7. The City acknowledges and agrees to the disclosures listed on Schedule A.

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

Aclmowledgment of Assignment - Principal Bank Page2of5
The :Parties hereby aclmowledge and accept the terins and conditioll.$ stated l;terein by the following signatures of their duly authorized representatives. The signature of the duly authorized representative of Principal Bank confirms its acceptance of the terms and conditions of the Original Agreement and the assignment of the Original Agreement :from Wells Fargo. The Effective Date is February 22, 2022. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
APPROVED AS TO FORM:

City Attomey
Principal Bank
Dated: April 3, 2024 ____ _
By: Michael J. Wade ____ _
Title: Relationship Manager __ _
Address: 575 Anton Blvd, Ste 910_
Costa Mesa. CA 92626
Telephone: 515--878~6110 __ _
Facsimile: n/a -------- Email Address: wade. ~ft
Acknowledgment of Assignment - Principal Bank
Dated: _ S-_/_J...._/_J.,,c_J;_<-{.______,
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241~6771
"CITY"

Page 3 ends

Schedule A
Electronic Delivery
The City agrees to the electronic delivezy c,f documents and to conduct business electronically with Principal Bank.

By accepting electronic delivery of documents, the City agrees that Principal Banlc will transmit documents related to the account ( colle¥tively ''Electronic Documents"), including the account documents, privacy notices, contract applicatiQn, an.d r~lEt.ted documents; general commumcations concerning account, trust/custodial/investment management docume~ts, transition doi;uments, investment information, annual and periodic sta~ments, and docl.lnj_ents that are sub~antially simila,: to these forms, by electronic means, to the extern that electronic transmission is consistent with applicable $fate and federal law, The City may execute via electronic means Electronic Documents; and be bound with tb.e same foJ:ce and efl;ect as· if Cey's signature was affixed on paper by b.,and wh.en an electronic signature is. applied to Electt:onic Documents. •
Principal Bank will deliver communications and information, including the Electronic Documents electronically. Document$ transmitted electronically by Principal Bank are .in lieu of all other forms of communication, including regular U.S. Mail delivezy. Electronic delivery of documents by Principal Bank is sufficient to meet all reporting requirern.ents, to the extent that electronic delivezy is consistent with applicable state a:nd federal law. The City must provide Principal Bank with a current, valid e-mail address.

If Principal Bank is unabk to deliver Eiectronic Documen{s to such e-mail address~ documents will be resent via U.S. Mail.

Withdrawal: The City is not required to agree to the electronic delivery of documents and to conduct business with Principal Bank electronically and may withdraw agreement at any time. Upon revocation of tbjs agreement, Principal Bank will deliver all future Electronic Docume11ts via regular U;S. Mail to the last !mown designated address, unless pteviously instructed otherwise. · A request for a paper copy of ~y of the Electronic Documents does not constitute revocation of this agreement. Principal Bank will provide a paper copy of any document at no charge.

Systems Requirements: City must have access to a computer capable of accessing the employer login at WWW.principal.com and viewing PDF files. City must amo have internet access through an internet service provider ("ISP''). Electronic documents will be sent using the Adobe Acrobat PDF format.

Electronic Delivery of Regulatory Materials
Principal Bank delivers regulatory material, including updates thereto, such as prospectuses, supplements, annual reports, and semi-annual reports (''Regulatory Materials"), to the City. the City h1:1~ the option to receive Regulatory M~terials or internet links to Regulatory Materials via email by agreeing to electronic delivery.

As a required recipient of Regulatory Materials for its account(s), City elects to receive Regulatory Materials electronically ("Electronic Delivery''); no physical copy wHI be mailed. Electronic Delivery will Acknowledgment of Assignment - Principal Bank Page4of5
include email messages from Principal Bank with internet links to Regµlatory Materials for the account's mutual funds.
0 If Principal Bank is unable to contact tl;ie City by email, Principal Bank will notify the City ancl give directioI).s on how to access the Regulatory Materials online. If Electronic Delivery is not possible, a pape;r copy will be maiJed to the customer contact. •
• To view, download and/or save the Regulatory Materials, the City will need access to an internet service provider and an inte~et browser. Normal internet provider c9sts will apply. • At any time, the City may reque~ a paper copy of any or all of the Regulatory Materials for the account's mutual funds at no additional c<;>st by contacting Principal Bank at l-800-547-7154 or at www.principaI.com. • .. 0 This agreement only affects a custdmer required receipt of Regulatory Materials. It does not affect the current access to or delivery of Regulatory Materials, electronically or otherwise. • This agreement remains valid unless the City changes or revokes it at any time for any reason by con~cting Principal Bank at i-800 .. 547,.77.54 or at www.prinoipal.com. • The City will receive email aierts as soon ~ these Regulatory Materials are available.

If any statute, regµlation, or other applicable law requires the delivery of c~rtain documents in written or paper form in the future, the City agrees to receive such documents in electronic form to the extent permissible under law.

The City understands ancl agrees that a valid email address and valid mobile phone numb.er ate required to open and maintain any Principal Bank account. The City agrees to Principal Bank's use of its email address, mobile phone number, or other identified ~l~ctronic address to message, call or text the City to help secure the City's account(s), provide transactional alens, a.11.d deliver account-related documents and other qommunications. Message and data rates apply; frequency may vary. For help with texts, reply HELP. To opt.-out of texts, reply STOP or contact Principal Bank at 1-800-547-7754. • If the City's email addres.s, mqbile phone number, or other electrohlc address changes, the City agre(}s to notify Principal Bank. The City may update this information at any tune through its profile on principal.com.

The City also agrees to the use of electronic signatures in connection with all matters relating to its account(s) and agrees that its use of an eh;ctronic signature shall be binding in the same manner as if such docmment was manually signed.

Acknowledgment of Assignment - Principal Bank Page 5 of5 EBIX Insurance No. S200004540

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
WELLS FARGO BANK, N.A.

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Wells Fargo Bank, N.A., a California corporation (Contractor), with its principal place of business located at 420 Montgomery Street, San Francisco, California, 94104. City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A - Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D - Contractor Custody and Service Agreements
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, Agreement with Wells Fargo Bank, N.A.

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

2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of th is Agreement, which is the date that the final signatory executes the Agreement, for a term of five (5) years, with the option to extend the term of this Agreement for up to five years, which option may be exercised at the sole discretion of the City.

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

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

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

6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B - "SCHEDULE OF FEES." The maximum compensation of this Agreement is one hundred fifteen thousand dollars ($115,000.00), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials, Agreement with Wells Fargo Bank, N.A.

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equipment, and travel required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

7. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement. without cause or penalty, immediately upon written notice to Contractor.

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

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

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

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

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

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

Agreement with Wells Fargo Bank, N.A.

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

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

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

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

14. HOLD HARMLESS/INDEMNIFICATION
A To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, Agreement with Wells Fargo Bank, N.A.

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

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

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

D. The City agrees to hold Contractor harmless from any and all liability, loss, claim, damage, or expense, including taxes, other governmental charges and reasonable legal and attorneys' fees which may be imposed, assessed or incurred against the Account or against the Contractor incurred or made arising out of or in connection with any action or inaction of the Contractor that timely and accurately carries out the direction of the City or its authorized representatives. This process does not extend to any liability, loss, claim, damage or expense arising from the gross negligence, willful misconduct, or malfeasance on the part of the Contractor, its officers, agents or employees. The City hereby acknowledges that the foregoing promise shall survive the resignation or discharge of the Custodian or the termination of this Agreement.

E. Notwithstanding anything herein in this Agreement, neither party shall be liable under any circumstances for exemplary damages in connection with this Agreement or the Services provided hereunder.

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

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

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: Director of Finance
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]
And to Contractor addressed as follows:

Michael J. Wade
Wells Fargo Bank, N.A.
333 Market Street, 29th Floor
San Francisco, CA 94105
Telephone: (415) 537-7309
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 2:00 p.m. Pacific Time on a Friday shall be deemed to have been transmitted on the following business day.

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Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered.

Section 19 of the Federal Deposit Insurance Act prohibits Contractor, as a federally insured depository institution, from hiring or continuing the employment of a person who has a criminal record involving dishonesty, breach of trust, money laundering, or the distribution, manufacturing or trafficking in controlled substances. Under Section 19, disqualifying criminal records include convictions that have not otherwise been completely expunged as well as entry into pre-trial diversion or similar programs with respect to such crimes. Contractor also does not employ persons whom it determines may pose an unacceptable risk to the safety of its customers and team members, including persons convicted of certain serious crimes involving sex and/or violence. As such, all persons offered employment with Wells Fargo Bank must undergo a criminal background check.

There are no exceptions to this requirement. The fingerprint-based background screening includes a check against the FBl's National Criminal Information Center (NCIC) database as well as the OFAC/SDN list. If a background check reveals a conviction for a covered criminal offense, then that person is ineligible for employment with Contractor unless he or she has received a written waiver from the FDIC or the offense otherwise meets the FDIC's de minimis criteria.

Similarly, if it subsequently becomes known to Contractor that an employee has been convicted of a covered criminal offense, then that person's employment is terminated.

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

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

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

Agreement with Wells Fargo Bank, N.A.

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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.

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:

BRI~
City Attorney
' ..,J D . SANTANA
\I City Manager
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
WELLS FARGO BANK, N.A.
a California Corporation
Dated: I £1 - f}-LleJ~.S,-- }..01-{)
Agreement with Wells Fargo Bank, N.A.

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By (Signature):

Name:
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Title: t/4e,Er j>,€7,?3 IL>t:711 1
Principal Place of 420 Montgomery Street, San Francisco, CA Business Address: 94104
Email Address: _J1f_1_t_h-.A-Cc-~-.-f-,-t,-;,{,J,-_ ~---Q-.. ..-t,(.-9-<::--~---f,~~-:.t';kV • e,tr'J?'L,; Telephone: { l LJ.(s _,53. r-·7tg_ Cic, O
Fax: ( ) sec"~-- r1tr,,.r ~trJl
"CONTRACTOR" ' '
Agreement with Wells Fargo Bank, N.A.

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EXHIBIT A

SCOPE OF SERVICES
The Contractor shall perform all the duties and services specifically set forth herein and shall provide such other services as it deems necessary or advisable, or are reasonable and necessary to accomplish the intent of the City in a manner consistent with the standards and practices of custodians prevailing at the time such services are rendered to the City.

The City may, with the concurrence of the Contractor, expand this Scope of Services to include any additional services not specifically identified within the terms herein.

The City requires institutional custody services for one high-quality fixed-income portfolio. Investment-related net daily cash settlements shall be automatically debited or credited from/to the City's main concentration bank account by the Contractor. Security purchases are settled on a delivery versus payment basis. The City requires same day credit on all coupons and maturity payments. A delay in credit will require interest to be paid to the City at that day's Federal Funds rate.

Requirements include:

1. Maintain a custodian account for the City's cash and securities,

2. Segregate the City's cash and securities from the assets of the Contractor's other customers. The Contractor shall have only the custody of securities and securities shall be and remain the sole property of the City. The securities held by the Contractor shall be registered in the name of the City.

3. Settle and deliver securities as directed by the City through any broker selected by the City,

4. Collect all investment receipts and income related to the assets held in the City's custodian account,

5. Create, maintain and retain all records relating to securities held in custody in the City's account to meet the requirements and obligations under generally accepted accounting principles,

6. Wire net cash receipts to the City's designated bank account at the end of each business day, if applicable,

7. Withdrawal funds from the City's designated bank account for net debits at the end of each business day, if applicable,

8. Provide on-line reporting of portfolio activity and holdings on a real-time or same day basis,

9. Provide online monthly and annual activity statements and reports including the par, book, and market value of all portfolio holdings (the statement cut off should be the last day of each month),
Agreement with Wells Fargo Bank, NA- Scope of Services
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10. Provide monthly activity statements and reports for all accounts. The statement cut off should be the last day of each month,

11. Provide GASS Reporting Package available to the Contractor's clients, including reports related to GASB 25, 28, 40, 53, and 72 requirements,

12. Provide support and reporting on a timely basis to the City regarding corporate actions, including bond calls, conversions, tender offers, exchanges, receipt of stock rights, mergers and reorganizations, and other events that affect account holdings,

13. Deliver proxy and other materials for assets held in the City's custodian account to the City or as otherwise directed in writing by the City.

Agreement with Wells Fargo Bank, N.A. - Scope of Services Rev. 02-24-20
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EXHIBIT B

In no event shall the amount billed to City by Contractor for services under this Agreement exceed one hundred fifteen thousand dollars ($115,000.00).

Service Description Unit Cost
Asset Based Fee Schedule (market value) 0.12 basis points (mv x 0.000012) Account Maintenance Fee (Annual Charge) $750.00
Transactional Charges•Physical Settlements $25.00 per transaction Domestic Depository Settlements:

OTC/Fed/Repurchase Agreements/Reverse $8.00 per transaction Repurchase Agreements/ADR/Free Receipts/Delivers/Maturities
Outgoing Domestic Wires $12.00 per transaction
Non-Trust Payment System (TPS) Cash $12.00 per transaction Disbursements (Check/ACH) Collection of interest income and dividends No charge
Agreement with Wells Fargo Bank, NA - Schedule of Fees
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EXHIBIT C

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

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

The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:

Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and
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 Wells Fargo Bank, N.A. - Insurance Requirements Rev. 02-24-20

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

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

C. WORKERS' COMPENSATION
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.

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

This policy must include a Waiver of Subrogation.

D. PROFESSIONAL LIABILITY. Waived.

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.

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

Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be Agreement with Wells Fargo Bank, NA - Insurance Requirements Rev. 02-24-20
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considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.

Cancellation.

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 (1 O) 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.

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

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

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

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

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

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

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

Agreement with Wells Fargo Bank, N.A. - Insurance Requirements Rev. 02-24-20

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

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

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

EBIX Inc.

City of Santa Clara Finance Department
P.O. Box 100085- S2 or 1 Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives
Agreement with Wells Fargo Bank, N.A. - Insurance Requirements Rev. 02-24-20
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Exhibit D
Contractor Custody and Service Agreements
Agreement with Wells Fargo Bank, N.A. - Contractor Custody and Service Agreements Rev. 02-24-20

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Co1nmercial Electronic Office ("CEO®")
Portal Online Access Agreen1ent
■
You have requested access to the Commercial Electronic Office online banking portal (the "CEO Portal") of Wells Farg.o Bank, N.A. ("Wells Fargo"), through which you can access (a) certain fi nancial1 services in which you have separately enrolled (the "Services") and (b) third-party sites we may make availabl.e through the CEO Portal. We offer different channels throug h which you may access the CEO Portal, including personal computers and mobile devices. We may add or eliminate channels at any time. A Service or third-party site accessibl1e through one channel may not be accessible through another channel. ] n this CEO Portal Online Access Agreement (the "Agreement"), the words "you" and "your" refer to the company or business ent,ity using the CEO Portal. The words "we," "our," and "us" refer to Wells Fargo. The term "Affiliate" means the parent company of Wells Fargo, Wells Fargo & Company, and any present or future company that controls, 1is controlled by, or is under common control with Wells Fargo.

The g.eneral, terms and conditions applicable to your use of the CEO Portal 1 are contained in this
Agreement, which you must sign and return to Wel ls Farg·o before you are allowed access to the CEO Portal. In addition, any person that you authorize to enter the CEO Portal on your behalf (each, an "Authorized Agent") must also accept the CEO Portal Terms of Use. Final.ly, before you are able to use a Service through the CEO Portal, you must sign or accept the app'lications, agreements, instruments, rules, standards, policies, instructions, and other documents and forms required to use the Service (the "Service Documentation"). In the event of any inconsistency between the Service Documentation and this Agreement with respect to a Service, the Service Documentation will control, but only to the extent of such inconsistency; except, however, t:hiis Agreement will control with respect to th,e Online Access Process. As used in this paragraph, "Online Access Process" means (1) the terms under whi,ch you are allowed to access and use the Services via the CEO Portal; (2) the process or procedures you use in order to obtain access to the Services (including required Security Credentials, as defined below) vi,a the CEO Portal; and (3) our right to change, suspend, or terminate this Agreement or your access to the Services via the CEO Portal.

L Using: the CEO Portal. You agree to use the CEO Portal and the Services only as provided in (a) this Agreement; (b) the rules, procedures, standards, requirements, and policies made applicable to the CEO Portal and the Se·rvices from time to t,ime by Wells Fargo and Affiliates; (c) any communkations, instructions, terms, or conditions appearing at the CEO Portal or in the Service Documentation; and (d) any state or federal laws or regulations applicable to the CEO Portal or the Services.

2. Access·ing the CEO Portal.
(a) When you enroll in the CEO Portal, and as we may determine is necessary after enrollment, we will provi.de Security Credentials, as defined below, to your Authorized Agent(s). "Security Credentials" mean one or more methods we provide to access the Services and may include user IDs, passwords, token IDs, and other methods that we adopt from time to time. We have no obligation to separately verify or authenticate any communication we receive in your name through the CEO Portal, whether or not it was actually from an Authorized Agent. Wells Fargo Wells Fargo CEO• Portal Online Access Agreement
t:> 2019 Wells Fargo Bank, N.A. All Rights Reserved. c...,td: 4~i2010B9 PM Commercial Electronic Office ("CEO®") - Portal Online Access Agreement 1 offers two options for admini,stering access to the CEO Portal: Administration and Bank Administration.
(b) If you enroll in the Administration option, there are three categories of Authorized Agents: Company Administrator, Administrator, and User. Unless you and we separately ag.ree, we willl1 provide Security Credentials only to your initial Company Administrator(s), who will assign Security Credentials to other individuals and designate those individuals as one of the following,: (1) Company Administrator, who may perform aU of your administrative functions in the CEO Portal, including managing, al,I Users, Administrators, and Services, and who may enter into agrnements on your behalf; (2) Administrator, who may perform all the functions of an Administrator includingi designating other Administrator(s) and User(s); or (3) User, who may access the Services designated by a Company Administrator or an Administrator as well as those Services in which we permit a User to self-enroll!.

Each Company Administrator and Administrator has the authority to enroll you in additional Services. Company Admin istrators may also remove an Authorized Agent's access and disable an Authorized Agent's Security Credentials. In addition to your use of Administration as described ,in this subsection, you may request that we assign Security Credentia:ls to Users that you designate in writing to us. Your designation to us wi'II specify the Services whi.ch the User is authorized to access in addition to those Services in which we permit a User to self-enroll. (c) For the Bank Administration option, there is one category of Authorized Ag,ent:

Users. We will assign Security Credentials to each User you designate. (d) You will promptly revoke the Security CredenUals of any Authorized Agent or User when that individual is no longer authorized to access t he CEO Portal. If you notify us in writing to r,evoke the Security Credentia:ls of an Authorized Agent or User, we will have a reasonable time after receiving your written notification to revoke, the individual's access .
(e) FAILURE TO PROTECT THE SECURITY CREDENTIALS MAY ALLOW AN UNAUTHORIZED PARTY TO (i) USE THE SERVICES; (ii) CHANGE, VERIFY, OR SEND DATA; (iii) SEND INFORMATION TO, OR RECEIVE INFORMATION FROM, WE,LLS FARGO AND AFFILIATES; OR {iv) ACCESS YOUR ELECTRONIC COMMUNICATIONS AND FINANCIAL DATA. ALL ENTRIES INTO THE CEO PORTAL, ALL COMMUNICATIONS S1E'NT, AND ALL USES OF THE SERVICES

THROUGH YOUR SECURITY CREDENTIALS WILL BE DEEMED TO B'E

ENTRIES, COMMUNICATIONS, ANO USES AUTHORIZED BY YOU AND BE BINDING UPON YOU. YOU ASSUME THE ENTIRE RISK FOR THE

FRAUDULENT OR UNAUTHORIZED USE OF YOUR SECURITY CREDENTIALS,

UNLESS SUCH UNAUTHORIZED USE IS DUE TO THE ESTABLISHED

NEGLIGENCE OR WILLFUL MISCONDUCT OF WELLS FARGO, ITS
AFFILIATES, OR ITS EMPLOYEES. You acknowledge the importance of developing internal procedures to limit such risk, which procedures will include, at a minimum: (A) if you are using Bank Administration, notifying Wells Fargo immediately when any new person becomes an Authorized Agent or when any exi,sting Authorized Agent stops being an Authorized Agent; (B) if you are using Wells Fargo CEO• Portal Online Access Agreement
Cl 2019 Wells Fargo Bank, NA. All Rights Reserved. CWt«t &M0203:39PM - -
Commercial Electronic Office ("CEO®") - Portal Online Access Agreement Administration, disabling access to the CEO Portal immediately for each Authorized Agent that is no longer authorized by you to access the CEO Portall; and (C) keeping secure and protecti ng the confidentia,1.ity of your Security Credentials. (f) You agree· to notify Wells Fargo immediately when you become aware of any loss or theft of, or any unauthorrzed use of, any Security Credentials.

3. 1Financia,I; Information. :financial market data, quotes, news, research, and other financial information developed by third parties and transmitted to Wells Fargo (c0Uect1ively, "Financial Information") may be available to you at the CEO Portal. The posting of any Financial Information or any other information or data at the OEO Portal is not a recommendation by Wells Fargo or any Affi-liate that any particu:lar Service or transaction is suitable or appropriate for you or that you should receive or in a ny way use any Service. Neither We'lls fargo nor any Affiliate guarantees the accuracy, completeness, timel1.iness, or correct sequencing of any Financial Information, nor are they in any way responsible for the actions or omissions of the third parties developing1 or transmitting any Financial Information or for any deciision made or action taken by you in reliance upon any Financial Information.

4. Alerts.
(a) Non-subscribed al'erts. When you ,enroll in the CEO Portal or any Service, you consent to receive by email or other detivery channel,s servicing messages that we determine are important or urgent. You do not need to subscribe to receive such alerts and you do not pay additional service fees.
(b) Subscribed a1l~erts. You may also •enroll i1n fee-based alerts for applicable Services so that you can receive messages you subscribe to at the intervals and through delivery channels that you choose.

S. Use of Certain Software to Access the CEO Po1rtat In using the CEO Portal, you will be sending1 or receiving financia'I and other information directliy to or from Wells Fargo and Affiliates through the Internet. You acknowledge that when the Internet, or any other electronic communications facility, is used to transmit or receive information, the information :may be accessed by unauthor-ized third parties. To reduce the likelihood of such th'ird party access, you agree to transmit and receive iinformat•ion through the CEO Portal us,ing only software, including, but not limited to, browser software, or other access devices that support the Secure Socket Layer (SSL) protocol (or other protocols required by or acceptable to Weills Fargo), and to follow any Wells Fargo procedures that support such protocO'ls.

6. Disclaimers. Neither Wells Fargo nor any Affiliate will be your advisor or fiduciary with respect to this Agreement. NEITHER WELLS FARGO NOR ANY AFFILIATE MAKES ANY

EXPRESS OR IMPLIED WARRANTY AS TO THE AVAILABILITY,

MERCHANTABILITY, OR FITNESS FOR A PARTICULAR 'PURPOSE OF THE CEO

PORTAL, THE FINANCIAL INFORMATION, OR THE SERVICES, AND NEITHER

WELLS FARGO NOR ANY AFFILIATE MAKES ANY OTHER WARRANTY, PROMISE,

COMMITMENT, GUARANTEE, OR REPRESENTATION WITH RESPECT TO THE CEO Wells Fargo CEO• Portal Online Access Agreement
0 2019 Wells Fargo Bank, N.A. All Rights Reserved. en,.,1t<1;6'3r.?020 U9PM -
Commercial Electronic Office ("CEO®") - Portal Online Access Agreement

PORTAL, THE FINANCIAL INFORMATION, OR THE SERVICES, EXCEPT THOSE WARRANTIES, PROMISES, COMMITMENTS, GUARANTEES, OR REPRESEN1TATIONS SPECIFICALLY STATED IN THE SERVICE DOCUMENTATION. If a Service cannot be used through the CEO Portal, Wells Fargo will make reasonable efforts for such Service to be used by other means.

7. Limitation of Liability. Neither Wells Fargo nor any Affiliate will be liable to you for any direct damages or losses suffered or incurred by you in connection with the CEO Portal, any Service, any Financial Information, any other information you receive through the CEO Portal., or any failure to provide, or delay in providing, access to the CEO Portal, any Service, or any Financial Informati,on, except to the extent such damages or losses arise directl.y from the established negligence or wi,llful misconduct of Well's Fargo or an Affil,iate.

Notwithstanding any provision of this Agreement or any Service Documentation to the contrary, IN NO EVENT WIL'L WEL'LS FARGO OR ANY A,FFILIATE HAVE LIAB,ILITY FOR ANY CONSEQUENTIAL, SP1ECIAL, PUNITIVE, OR INDIRECT DAMAGIES OR LOSSES, OR BUSINESS INTERRUPTION, LOSS OF PROFITS, LOSS OF BUSIN·ESS,

LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF OPPORTUNIITY, LOSS OR IN;JURY TO REPUTATION, OR LOSS OF ANTICIPATED SAVINGS, WHETHER ANY

CLAIM FOR SUCH DAMAGES O'R LOSSES IS BASED ON TORT OR CONTRACT OR

WHETHER WELLS FARGO OR ANY AFFILIATE KNEW OR SHOULD HAVE KNOWN

THE LIKELIHOOD OF SUCH DAMAGIES IN ANY CIRCUMSTANCE AND REGARDLESS OF THE FORM OF THE CLAIM' OR ACTION.

8. Restricting, or Terminating Access to the CEO Portal. Wells Fargo may terminate this Agreement or your (includi,ng your Authorized Agent's) access to the CEO Portal by providing you w.ith thirty (30) days prior written notice. However, Services may be terminated earlier in accordance with the Service Documentation. In the event you or your Authorized Agent's use of the CEO Portal or any Service (a) violates any provision of this Agreement or the Service Documentation, (b) is not permitted by applicable law, (c) is not authorized by you or any third party whose authorization we believe is necessary, or (d) shou'ld be denied for your or our protection (without us agreeing to or being required to make this determination in any circumstance), Wells Fargo may terminate your or the Authorized Agent's access to the CEO Portal or the applicable Service upon immediate notice. Neither Wells Fargo nor any Affiliate shall have liability to you or any Authorized Agent for any losses or damages you may suffer or incur as a result of (i) any termination of this Agreement or (ii) inability to access the CEO Portal or any applicable Service.

9. Waivers. Neither Wells Fargo nor any Affiliate shall be deemed to have waived any of its rights under this Agreement unless such waiver is in writing and such writing is signed by an authorized representative of Wells Fargo or such Affiliate. No delay, extension of time, compromise, or other indulgence which may occur or be g.ranted from ti.me to time by Wells Fargo or any Affiliate under this Agreement shall impair the rights of Wells Fargo or any Affiliate under this Agreement.

10. Amendments. Wells Fargo may amend this Agreement at any time upon written notice to you. You will be deemed to have accepted such amendment if any of your Authorized Agents access the CEO Portal or use any Service through the CEO Portal more than thirty (30) calendar days after you receive notice of such amendment.

Wells Fargo CEO• Portal Online Access Agreement
e 2019 Wells Fargo Bank, N.A. All Rights Reserved. cru,oi: 6~1'.!020B9 PM - - --
Commercial Electronic Office ("CEO®") - Portal Online Access Agreement , - -

11. Ass,iqnment .. You may not assign or transfer your ri.ghts or obligations under this Agreement, whether by operation of law, asset purchase, merger, or other corporate reorganization, or any other method, without Wei.ls Fargo's prior written consent.

12. ,Govering Law. Your rights and obligations and t he right s and ob'ligat ions of Wells Fargo and Affiiliiates under thi,s Agireement wil l be governed by and subject to the 'la,w of the following U.S .. state, excluding any applicabte conflict of laws provisions: (a) the U.S. state in which the office of Wells Fargo that maintains the account you use in connection with the Services is :located; or (b) if there is no such state, no one state, or no account associated with such Services, t he State of New York ..

13. Severability . The provisions of this Agreement are severable. If any provision of this Agreement ,is held to be invalid or unenforceabl:e, the validity or enforceability of the rema ining, prov1isions will in no way be affected or impaired thereby.

14. Enti1re Agreement . This Agreement and the CEO Portal Terms of Use set forth the exclusive and entire agreement between Wells Fargo, t he Affiliates, and you with respect to your use of the CEO Portal. Any prior agreements, representations, statements, negotiations, undertakings, promises, or conditions, whether oral or written, with respect to your use of the CEO Portal which conflict with the provisions in this Agreement are superseded by this A,greement.

Th1is Agreement is signed below by your duly authorized officer or officers on t he date stat,ed below.

Date: City of Santa Cla,ra ------ - -
(Company N.ame]'
By:

Print IName:

Title:

Date: Cit y of Sant a Ctara
[Company Name]
By:

Print Name:

Title:

Com,pany Address: (please print below):

Wells Fargo CEO• Portal Online Access Agreement
e 2019 Wells Fargo Bank, N.A. All Rights Reserved. cru1.i. 6,J.~02on••" An1end1nent to the Wells Fargo
Account Agreen1ent Docun1entation
■
Effective as of the date provided he.rein, the attached agireements, disclosures and account setup documentation ("Account Documentation") designated herein repliace any Account Documentation covering the same or similar services currently in effect or, if no such Account Documentation is currently in effect, is added to the services that Ci:ty of Santa Oara ("Owner") has selected Welils Fargo Bank, N.A. ("Wells Fargo") to provide as Trustee/Custodian under the governing Trust/Custody Agreement, executed by Wells lfarg,o and the Owner for the Cit y of Santa Clara Custody Account ("Account")
Account Agreement Acceptance - Non ERISA
October 2014 Cm1..i: a,11,10,0 6:0IPM

Page 1 of 2 ends

Wells Fargo Institutional Retirement and Trust
-
A1nendment to the Wells Fargo Account Agreement Docunientation Acceptance of Amended and/or Additional Account Documentation Owner Name ("Owner"): City of Santa, Clara
Account Name ("Account") ; City of Santa Clara Custody Account Wells fargo Account Number(s): 18372200 and all rel1ated sub accounts The undersigned individuals represent that they are du:l,y authorized to take action on behal'f of City of Santa Clara and Wells Fargio, r,espectively. The parties certify that they are executing this Acceptance to sig,nify receipt of, and agreement to the terms and conditions specified in the Account Documentation listed below, as of the effective date specified on each document.

ACCOUNT DOCUMENTATION (onlv checked items apply):.
[X] Sweep I nvestment Direction
Accepted:

City of Santa Clara
Name: _______ _______ _
(please print)
T,itle: _ ___ ___ _____ _ _ _
(please print)
Signature: _ _ _____ ____ _ _
Date: ----- - ---- --- --
City of Santa Clara
Name: ___ _____ ___ __ _
(please print)
Title: _ _________ _ _ _ _
(please print)
Signature: _ _ ______ ___ _
Date: _ _ _ ______ _____ _
Account Agreement Acceptance - Non ERISA
October 2014 Cru!<d.s,rn2010•:01PM
Wells Fargo Bank, N.A.

Name: _____ _ _ _ _ _ _ _ ___ _
(please print)
Title: - - ---- -------- -- (please print)
Signature: ___ _ ___ _ ____ _ _
Date: _ _____ _ _ _ _ _ ____ _

Page 2 of 2 ends

Wells Fargo Institutional Retirement and Trust
Sweep Invest1nent Direction for Cash Balances
(Bank Deposit Vehicles)
Effective Date: September 1, 2020
Owner Name: City of Sa,nta Clara
Account Name: City of Santa Clara Custody Account
Wellls Fargo Account Number(s): 1.8372200 and all related sub accounts The Owner directs Wel'ls Fargo Bank, N.A. ("Wells Fargo") to invest any uninvested cash held in the Account in the following Wells Fargo taxable deposit vehicle as a sweep investment:

Sweep Vehicle !Name
Public Institutional Bank
Deposit Account
Sweep CUSIP
992995944
Tk ker

WFBPIBDA
The Owner has received and read the Public Institutional Bank Deposit Account Fund Fact Sheet attached hereto which describes the deposit vehicle.

This direction may be changed or revoked at any time pursuant to a superseding written direction to Wells Farg,o duly exeouted by an authorized representative of the Owner. Until such time, thi·s d irection will continue in full force and effect.

Sweep Investment Direction for Cash Balances (PIBDA)
April 2014 c.w,<1c a,11120206:01•M

Page 1 of 1 ends

Wells Fargo Institutional Retirement and Trust
Service Agreement
■
(Trust Portfolio Reporting Service)
City of Santa Clara ("Customer") wishes to use the Trust Portfolio Reporting Service (the "Service") through the Commercial Electmnic Office® (the "CEO® ") provided by Wells Fargo Bank, N.A. ("Wells Fargo") on the Wells Fargo website. The specific terms and conditions applicable to use of the Service are set forth in this Agreement. All persons entering the CEO on behalf of Customer (the "Users 11 ) are
required to also accept the terms of use for t he Service and the CEO..

1. Using the Service. Customer agrees to use the Service and the CEO only as provided .in (a) this Agreement, induding any appl icable addenda, (b) the rules and procedures made applicable to t he CEO from t,ime to time by Wells Fargo, (c) any communications, instructions. Terms or conditions appeaning at the OEO website itself, and ( d) any state or federal laws or regulations appli.cable to t he CEO.

2. Trust Portfolfo Reporting Service Description.

General Reporting. U Customer elects the General Reporting feature of the Service, ,it may access through the Internet its Trust cash, asset, and transaction information as follows:
(a) Trust account information as of the dose of the previous business day. (b) Settlement date cash and asset position information for the prior eighteen months. (Customer's information begins to accumulate from the date of first use of the Service.) (c) Transaction history for up to eighteen prior months. (Customer's history begins to accumu late from t he date of first use of t he Service.)
(d) Pending transaction information as of the current business day for up to 45 subsequent calendar days.
(e) Customer information may be sorted and selected in several combinations to view online, print, or export in a variety of output formats .

Verified Reporting. If Customer elects the Verified Reporting feature of the Service, it may access through the Internet Customer's financia l and/or investment performance/and or portfolio analytics information for certain designated trust accounts as follows:
(a) Account information as of the dose of the previous accounting period as determined by preselected accounting cycle. (b) Historic -cash and asset positions and transaction data for prior accounting periods beginning with the date an account is established on this platform. (c) Cash and asset positions and transaction information as of trade date. © 2014 Wells Fargo Bank N.A. All rights reserved. Information contained herein is confidential. 10-14 cnemd 6•i no,oi3oPM Service Agreement - Trust Portfolio Reporting Services
( d) For any foreign assets, cash and asset positions and transaction history information in both base and local currency.
( e) Customer information may be sorted and selected in several combinations to view on line, print, or export in a variety of output formats
Cash Movement. If Customer is qualified, it may elect the Cash Movement feature of the Service described more fully in the Cash Movement Addendum (the "Cash Movement Addendum").

Trade Entry. If Customer is qualified, it may elect the Trade Entry feature of the Service described more fully in the Trade Entry Addendum (the "Trade Entry Addendum").

3. Access. Access to the Service for all purposes is controlled by means of one or more authorization codes that Wells Fargo shall issue to Customer.
(a) In the event Customer elects General Reporting or Verified Reporting or both, Customer will be provided with a specific authorization code.
(b) In the event Customer elects Cash Movement, Customer will be furnished with a specific authorization code and will be required to comply with an additional level of authorization to invoke strong security authentication.
(c) In the event Customer elects Trade Entry, Customer will be furnished with a specific authorization code and will be required to comply with an additional level of authorization. ( d) Customer is responsible for controlling the security and confidentiality of the authorization codes provided to its employees and shall promptly notify Wells Fargo if it becomes aware of the unauthorized use of the authorization code(s) or suspects that an unauthorized use may occur.

4. Fees. Customer agrees to pay Wells Fargo for the Service in accordance with the schedule of charges attached hereto. Wells Fargo may change the schedule of charges at any time upon thirty (30) days' prior written notice to Customer.

5. Sublicense.
(a) Wells Fargo has separately licensed from third parties (the "Licensors") various securities pricing and characteristic databases (referred to as the "Securities Pricing and Characteristic Databases") for its use in delivering the Service. Wells Fargo grants to Customer a nonexclusive, nontransferable sublicense to access the Securities Pricing and Characteristic Databases solely and exclusively for Customer's own use and only in connection with its use of the Service. Customer agrees that the security pricing information contained in the Securities Pricing and Characteristic Databases is provided solely for Customer's use in connection with the Service and is not provided for any other use or manipulation by Customer, including the sale of such security pricing information to third parties. The Securities Pricing and Characteristic Databases shall at all times be the property of the Licensors and nothing in this Service Agreement shall be deemed a transfer of or create an ownership interest in the Securities Pricing and Characteristic Databases. (b) Wells Fargo will have the right to terminate this sublicense if Customer:
(i) ceases to be a customer for the Service;
© 2014 Wells Fargo Bank N.A. All rights reserved. Information contained herein is confidential. 10- 14 Cnm<1:6~r.10,0J:J9PM -
Service Agreement - Trust Portfolio Reporting Services
(iii) attempts to further sublicense or transfer the rights granted in this Service Agreement or the Cash Movement Addendum;
(iii) assigns, or attempts to assign, this Service Agreement or any of its rights hereunder (the word "'assign" to include, without limiting the generality thereof, a transfer of a majority interest in Customer);
(iv) neglects or fails to perform or observe any of its existing or future obligations to Well's Fargo, whether under this Service Ag,reement, the Cash Movement Addendum, the Trade Entry Addendum or otherwise;
(v) makes an assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of all or part of its property; or (vi) is adjudged bankrupt, and such condition(s) is not remedied within ten (10) days after written notice thereof has been given to Customer ..
(c) Upon termination of this sublicense or of any license granted for the use of the Securities Pricing, and Characteristic Databases, all ri-ghts of Customer to use the Secur.ities Pricing and Characteristic Databases and related documentation under this Service Agreement will cease.

Customer shall p:romptly discontinue its use of the Service and its access to the Securities Pricing and Characteristic Databases and any other software products provided under this Service Agreement and shall, return the related documentation and software products and alll copies thereof to Wells Fargo.

6. Reliance on Third Parties. Wells Fargo rellies on information provided by third parties to establish market valuatioAs and perform the portfolio analytics for Customer. Wells Fargo exercises reasonable care in selecting the. third parties and believes the information provided (e.g., pricing and market indices) is accurate and reliable. Wells Fargo does not guarantee that accuracy, however, and is liable to Customer hereunder only to the extent of its own negligence or willful misconduct in delivering the Service.

7. Entii:e Agreement. This Agreement and any related addendum expressly executed by Customer (colilectively, the "Agreement") shall constitute the sole agreement among Customer and Wells Fargo regarding use of the Service. Any prior agreements, representations, statements, negotiations, undertakings, promises or conditions, whether ora l or written, with respect to the Service which conflict with the provisions in this Agreement are superseded by this Agreement.

8. Waivers. Wells Fargo shall' not be deemed to have waived any of its rights or powers under this Agreement unless such waiver is in writing and signed by an authorized representative of Wells Fargo. No delay, extension of time, compromise, or other indulgence which may occur or be granted from time to time by Wells Fargo shall impair the rights or powers of Welrls Fargo under this Agreement.

9. Amendments. Wells Fargo may amend th.is Agreement at any time upon prior written notice to Customer. Customer will be deemed to have accepted an amendment of this Agreement if any of its Users use the Service through the CEO more than 30 calendar days after Customer receives notice of such amendment.
© 2014 Wells Fargo Bank N.A. All rights reserved. Information contained herein is confidential. 10-14 c ...... M•102n39 PM - - - -
Service Agreement - Trust Portfolio Reporting Services

10. Assignment. Customer's rights, duties and obligations under this Agreement may not be assigned by Customer without the prior written consent of Wet:ls Fargo. Nor may Wells Farg.o assign its rights, duties and obligations hereunder without Customer's prior written consent.

11. Termination. Either party may terminate this Agreement for any reason upon 30 days' prior written notice to the other.

12. Governing Law. Customer's rights and obligations and the rights and obli,gations of Wells Fargo under this Agreement wiU' be governed by and be subject to the laws of the State of California.

13. Severability. If any provision of either this Agreement, the Cash Movement addendum, or the Trade Entry Addendum (if selected by Customer) shall be invalid, illegal or unenforceable in any jurisdiction, the val,idity, legality and enforceabilirty of such provision in other jurisdictions, and of the remaining provisions of this Agreement in all j,urisdictions, shall not in any way be affected or impaired.

Customer acknowledges and agrees to the terms of this Service Agreement for the Trust Portfolio Reporting Service.

This Agreement is effecti,ve upon acknow:ledgement by Customer by its duly authorized officer or officers on the date stated below.

Acknowledged and Accepted By:

Customer
By: By:

Name: Name:

Title: Title:

Date: Date:
[X] Customer elects the General Reporting feature of the Service. [_] Customer elects the Verified Reporting feature of the Servke. [_] Customer elects the Cash Movement feature of the Service.

Must execute TRUST PORTFOLIO REPORTING CASH MOVEMENT ADDENDUM. [_] Customer elects the Trade Entry feature of the Service.

Must execute TRUST PORTFOLIO REPORTING TRADE ENTRY ADDENDUM. © 2014 Wells Fargo Bank N.A. All rights reserved. Information contained herein is confidential. 10- 14 ""'"" •~no,ornoM Service Agreement - Trust Portfolio Reporting Services
Trust Portfo,lio Reporting Fees
Pursuant to section 4 of the Service Agreement for Trust Portfolio Reporting, Customer agrees to pay Wells Fargo the following fees:

Company: City of Santa Clam
Fee Amount
Set-up Fee: $Waived
Basic Service Fee: $Waived
As set forth in section 4 of the Service Agreement, Wells Fargo may change this schedule of charges at any time upon 30 (thirty) days prior written notice to Customer. © 2014 Wells Fargo Bank N.A. All rights reserved. Information contained herein is confidential. 10-14 eturedM120,oa30PM City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-168 Agenda Date: 5/27/2025

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 1 to the Agreement with Revel Environmental Manufacturing, Inc. for Maintenance Services of Full Trash Capture Devices

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure Promote Sustainability and Environmental Protection

BACKGROUND
On October 27, 2020, the City Council approved an agreement with Revel Environmental Manufacturing, Inc. (REM) for the maintenance of Full Trash Capture (FTC) devices from REM’s Triton product line. Under this agreement, REM provides cleaning, repair, maintenance reporting, and as-needed replacement services for the City’s FTC devices (Attachment 1). The agreement is currently set to expire on June 30, 2025.

FTC devices are required by the Regional Water Quality Control Board under the Municipal Regional Stormwater National Pollutant Discharge Elimination System Permit (MRP). These devices have a 5- millimeter mesh screen to trap particles, such as cans, plastics, paper, cigarette butts, and other debris, preventing them from entering the stormwater system and eventually reaching creeks, rivers, and the San Francisco Bay. To comply with the permit, each device must be serviced at least twice a year. If a device is found to be more than 50 percent full, additional cleaning is required.

DISCUSSION
REM has developed customized vacuum trucks equipped with specialized equipment specifically designed for the maintenance of its Triton FTC devices. In addition, REM warranties the repair, refurbishment, and/or replacement of devices damaged due to normal wear and tear, at no cost to the City, provided the FTC devices are maintained by REM.

REM is the sole authorized provider of maintenance services for its Triton FTC devices and does not have any authorized third-party service providers. Based on this, the Purchasing Division Manager determined, pursuant to City Code Section 2.105.160(b)(2), that this purchase is exempt from competitive procurement requirements because the services are required to ensure the operation and function of existing equipment currently in use by the City.

The proposed amendment would extend the term of the agreement for an additional five years, through June 30, 2030, and increase the maximum compensation by $1,105,267, from $596,068 to $1,701,335. The increase in compensation, which accounts for economic price adjustment as discussed below, is primarily due to the higher number of FTC devices now in service. When the City of Santa Clara Page 1 of 3 Printed on 5/23/2025
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25-168 Agenda Date: 5/27/2025
agreement was originally executed in 2020, the City maintained approximately 575 FTC devices.

That number has since increased to approximately 1,439 FTC devices.

Under the agreement, the City pays a fixed rate per device. REM currently charges $71.28 per device, which is a reasonable price considering the only other proposal received for the RFP conducted in 2020 charged $76 per device cleaning for the first year, which was 5 percent higher than REM’s current price in FY 2024/25. Even with this proposed increase, REM is still very competitive in pricing based on the previous procurement process. Staff recommends extending the term of the current agreement with REM for an additional five years through June 30, 2030 for ongoing maintenance and repair services of the City’s FTC devices.

ENVIRONMENTAL REVIEW
The action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15301 “Existing Facilities,” as the activity consists of the repair, maintenance or minor alteration of existing facilities involving no or negligible expansion of the use beyond that presently existing.

FISCAL IMPACT
REM is proposing a 2.5 percent increase to its price per device cleaning, bringing it to $73.06 in FY 2025/26, with a 2.5 percent increase each year thereafter for a total of five years. The amount to be spent in FY 2025/26, which covers two cleanings per device, will be $210,267, subject to budget appropriations. The total contract value over the five-year term is projected to be $1,105,267. The FY 2025/26 and FY 2026/27 Proposed Operating Budget includes sufficient funding in the General Fund for this agreement. Funding in future years will be factored into the annual budgets.

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

RECOMMENDATION

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

2. Authorize the City Manager or designee to execute Amendment No. 1 to the agreement with Revel Environmental Manufacturing, Inc. (Agreement) for the maintenance, data collection, reporting, and repair of Full Trash Capture devices to extend the term through June 30, 2030, and increase the maximum compensation by $1,105,267 for a revised not-to-exceed maximum compensation amount of $1,701,335, subject to the appropriation of funds and review and approval by the City Attorney; and

3. Authorize the City Manager to take any actions as necessary to implement and administer the Agreement and to negotiate and execute future amendments to (a) add or delete services within their scope of services, (b) adjust future rates based on market conditions, and (c) make de City of Santa Clara Page 2 of 3 Printed on 5/23/2025
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25-168 Agenda Date: 5/27/2025
minimis changes, subject to budget appropriations and review and approval as to form by the City Attorney.

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

ATTACHMENTS

1. RTC 20-891 and Agreement with Revel Environmental Manufacturing, Inc.

2. Draft Amendment No. 1 to Agreement with Revel Environmental Manufacturing, Inc.

City of Santa Clara Page 3 of 3 Printed on 5/23/2025
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REPORT TO COUNCIL

SUBJECT
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
Agenda Date: 10/27/2020
Action on an Agreement with Revel Environmental Manufacturing, Inc. for Maintenance, Data Collection and Reporting for Installed Full Trash Capture Devices

COUNCIL PILLAR
Deliver and Enhance H1gh Quality Efficient Services and Infrastructure

BACKGROUND
The Municipal Regional Stormwater NPDES Permit (MRP) requires permittees to achieve no visual impact from trash (100 percent trashload reduction) in the stormwater system by the year 2022. In FY 2016/17, it was determined that the City had attained 85 percent trash load reduction th rough a combination of full trash capture netting systems at the Westside Retention Basin, 574 full trash capture devices installed in Individual stormwater catch basins located in City streets, enhanced commercial/industrial street sweeping, and the implementation of single-use carryout bag and expanded polystyrene foam food serviceware ordinances. The intent of the trash capture devices is to trap all particles retained by a 5mm mesh screen such as cans, plastics, paper, cigarette butts and other debris from the stormwater system before they enter creeks and rivers in route to the San Francisco Bay.

The City of Santa Clara has been divided into 13 trash management areas (TMA) as shown in Attachment 1. Full trash capture devices have been installed in medium to high trashload generating portions of TMA 1, 2, 3, 4, 6,, 7, 8, and 12 to achieve the current percent trashload reduction. Full trash capture devices will need to be installed in catch basin inlets in all of TMA 9 and portions of TMA 5, 10, 11 , and 13 to achieve the 100 percent trashload reduction mandate by June 30, 2022.

The MRP requires that the full trash capture devices be cleaned at least two times per fiscal year and that data be collected for each service. The service report data includes items such as the inlet identification number, date of service, percentage of filter capacity taken up by debris, and estimated amount and characterization of debris removed. If a specific full trash capture device filter is over 50 percent filled with debris after two consecutive services, the cleaning frequency needs to be increased. The City had contracted with Revel Environmental Manufacturing, Inc. (REM) to provide, install, and maintain the 574 full trash capture devices; that agreement expired on April 30, 2020.

DISCUSSION
A formal Request for Proposals (RFP) procurement process was conducted in accordance with Santa Clara City Code Section 2.105.330 General Services - Contracting procedures to select a contractor to perform maintenance, data collection and reporting for full trash capture devices. The procurement was posted on BidSync from September 4 - September 25, 2020, and the City received two proposals to provide services.

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20-891 Agenda Date: 10/27/2020
Proposals were evaluated based on the proposal responsiveness, contractor experience, technical capability, and cost. Revel Environmental Manufacturing, Inc. (REM) was selected to provide maintenance, data collection and reporting services for installed full trash capture devices installed in the public right-of-way.

REM was determined to have the most experience and technical capability. As the manufacturer of the currently installed devices, REM has a unique knowledge of the devices and scope of services to provide the work required. Furthermore, the Contractor has maintained a good relationship with the City by providing high quality work and meeting City expectations in the current agreement. Finally, selecting REM is also the most cost-effective option for the City (see Full Trash Capture Summary Table, Attachment 2).

The term of the agreement (Attachment 3) with REM is five years and provides options for the City to increase the number of devices serviced and/or increase the maintenance frequency. This will allow the City the flexibility to service and monitor additional trash capture devices that get added in the future and increase the service interval for trash capture devices that need to be cleaned more often.

It is estimated that over the course of five years, four hundred additional trash capture devices will need to be installed.

The City will need to purchase, install and maintain additional full trash capture devices in FY 2021/22 to achieve the 100 percent trashload reduction mandate by June 30, 2022. The primary reason for this is that the Regional Water Quality Control Board will eliminate source control credits the City is currently receiving for having ordinances banning single-use carryout bags and polystyrene food containers. This change to the calculation process will reduce the City's current trashload reduction by 14 percent (8 percent reduction for single-use carryout bag ordinance and 6 percent reduction for expanded polystyrene foam food serviceware ordinance). Additional full trash capture devices will need to be purchased, installed and maintained to return to the 100 percent trashload reduction level during the next MRP term.

The City will work with a consultant to determine the specific storm drain catch basin inlets for future full trash capture device installation this winter. A separate formal procurement will be conducted in 2021 to procure a vendor to provide and install the additional full trash capture devices. Funding for the purchase and installation of full trash capture devices is included in the Urban Runoff Pollution Prevention Program capital project in the FY 2020/21 and FY 2021/22 Adopted Biennial Capital Improvement Program Budget. The service of additional full trash capture devices that will be installed in the future will be covered under this agreement.

This agreement includes a section covering prevailing wage.

ENVIRONMENTAL REVIEW
The action being considered is exempt from the California Environmental Quality Act ("CEQA") pursuant to CEQA Guidelines section 15301 "Existing Facilities," as the activity consists of the repair, maintenance or minor alteration of existing facilities involving no or negligible expansion of the use beyond that presently existing.

FISCAL IMPACT
The amount to be paid to Revel Environmental Manufacturing, Inc. over the five year term of the City of Santa Clara Page 2 of 3 Printed on 11/5/2020
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20-891 Agenda Date: 10/27/2020
agreement is estimated to be $596,068 (calculation based on 574 devices serviced two times per year, plus 200 additional services multiplied by five years, plus 200 future devices serviced two times per year beginning in FY 2021/22 multiplied by four years, plus the 200 future devices serviced two times per year in FY 2024/25, plus a 10 percent contingency). The FY 2020/21 Operating Budget for the General Fund - Storm Drain Nonpoint Source Program includes funding for this contract. Funding in future years will be incorporated into the budget development process.

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

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

RECOMMENDATION

1. Approve and authorize the City Manager to finalize and execute an agreement with Revel Environmental Manufacturing, Inc. to perform maintenance, data collection and reporting for full trash capture devices for an amount not-to-exceed $596,068 over the five year term of the agreement, subject to the appropriation of funds; and

2. Authorize the City Manager to make minor modifications to the agreement, including time extensions, as necessary.

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

ATTACHMENTS

1. Map of City's Trash Management Areas

2. Full Trash Capture Summary Table

3. Agreement
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EBIX Insurance No. *S200002071

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
REVEL ENVIRONMENTAL MANUFACTURING, INC.

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

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

Exhibit A - Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance Addendum (if applicable)
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, Agreement with Revel Manufacturing, Inc.

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

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

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

6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is five hundred ninety-six thousand and sixtyeight dollars ($596,068.00), 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 Agreement with Revel Manufacturing, Inc.

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

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

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

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

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

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

14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner Agreement with Revel Manufacturing, Inc.

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

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

Agreement with Revel Manufacturing, Inc.

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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: Department of Public Works - Street Division 1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected], and
[email protected]
And to Contractor addressed as follows:

Revel Environmental Manufacturing, Inc.
960-B Detroit Avenue
Concord, CA 94518
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
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to "The Code of the City of Santa Clara, California" ("SCCC"). In particular, Contractor's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City's Ethical Standards (http ://sa ntacla raca .gov /h ome/s howdocu me nt?id =58299).

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

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

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

Agreement with Revel Manufacturing, Inc.

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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 s·ignatures of their duly authorized representatives.

Api d as to Form:

BRIANDOY-r
City Attorney

CITY OF SANT A CLARA, CALIFORNIA
a chartered California municipal corporation
Dated' l \ I io I UWV
~r,0s~h
"CITY"
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
REVEL ENVIRONMENTAL MANUFACTURING, INC.
a California corporation
Dated: / 0 ~·· t i , .. ?-0
By (Signature): LL-~...=;F-------- -----------
Name: Marcel • loane
Title: ~egi al Manager
Principal Place of 960-B Detroit Avenue
Business Address: Concord, CA 94518
Email Address: [email protected]
Telephone: (925) 676-4736
Fax: (925) 676-8676
Agreement with Revel Manufacturing, Inc.

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"CONTRACTOR"

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EXHIBIT A

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

1. BACKGROUND
There are two types of Full Trash Capture (FTC) devices installed

1. Revel Environmental Manufacturing (REM)Top Hat (TH) (Figure 1) style allowing for lateral pipe free-flow with minimum municipality wide flow degradation
Figure 1 REM Top Hat (TH)
TP.ITTl}l - lll Tc~ Hal FLTER SERIES
liyNS'ltio;c. ~D0.'21J.4il\'I/ • ffil""1L1~.'/iCOA
GRATE
TAITOtl 'iT 0-1<' H.\l'
I'll-TEil . ·
CAP'l'URf;ll) ,.,_..,...,- ,
TR4SH .1. D~BIUG

2. REM Crescent style (Figure 2) for exit pipe screen applications Figure 2 REM Crescent
l'Al'!CN - CRES:CEtIT
_,rL'l'I~ e P:I ~
Br REM Mc
IC~U~.~7~dJ
RI W'IL 1~.C¢.1.;
CAPtURl:O TRA3H
& DEBRIS
Agreement with Revel Environmental Manufacturing, lncJExhibit A - Scope of Services Rev. 07-01-18

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Both models utilize REM TRITON Bioflex Trash Guard (BFTG) Filters. These are catch basin filter inserts designed to meet the specifications defined as a standalone Full Trash Capture (FTC) Device by the San Francisco Regional Water Control Board.

Initial plan is to service all installed FTC devices two times yearly; once in the August/September timeframe and once in the January/February timeframe. This schedule may be increased to three times per year.

Contractor shall absorb any and all costs for any replacement parts and/or filters associated with maintenance and repairs. All replacement parts and filters must be purchased through REM due to the proprietary nature of these products.

2. FTC Device Maintenance Plan Scope of Work

1. Contractor shall inspect each FTC device for system operation.

2. Contractor shall remove all captured debris and material utilizing a vacuum truck and equipment each service visit.

3. Contractor shall replace and recharge filter media as necessary using proprietary REM Bioflex Trash Guard (BTGF) filters.

4. Contractor shall attach a dated service lock-out tag to each catch basin after the maintenance is completed. The "date" will correspond with the Maintenance Report.

5. Contractor shall dispose of all captured debris and material in accordance with all laws and regulations.

6. Contractor shall provide City a FTC Maintenance Report after each service cycle providing the following information:
o Jurisdiction
o Service date
o Name of person(s) performing service
o Location of FTC device serviced
o Detail of services performed
o Specify filter storage capacity condition by indicating % full o Provide an estimated amount of debris removed by catch basin in gallons or cubic feet
o Provide an estimated amount of total debris removed
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o Include a trash characterization (i.e., % trash and dominant types of trash)
o Report any special problems such as flooding, debris causing overflow, etc.
o Provide estimate to repair and/or replace any damaged devices

3. REM FTC Device Maintenance Procedures for each FTC location

1. Contractor shall secure area (proceed with traffic and pedestrian control plan).

2. Contractor shall clean surface area immediately around each storm drain utilizing a stiff bristled push-broom, flat shovel or industrial vacuum.

3. Contractor shall proceed with confined space procedures as necessary.

4. Contractor shall remove grate or manhole cover and set aside.

5. Contractor shall inspect perimeter filter flange gasket. Confirm media cartridge is secure in the filter basin.

6. Contractor shall remove debris trapped in grate slot openings

7. Contractor shall utilize an industrial vacuum to remove debris from within filter basin.

8. Contractor shall pressure wash media pack through the stainless-steel cartridge. (Avoid discharge by utilizing an industrial vacuum to remove excess water while pressure washing).

9. Contractor shall inspect media housed inside stainless steel cartridge.

10. Contractor shall place grate or manhole cover back on catch basin grate frame.

11. Contractor shall secure dated service lock-out tag on grate lid.

12. Contractor shall identify catch basin on site map for tracking and reporting .

13. Contractor shall note observations, concerns or recommendation regarding specific filter on maintenance report.

14. Contractor shall do all repairs using REM specified parts and materials.

15. Contractor shall remove pedestrian and/or traffic control barricades.

Agreement with Revel Environmental Manufacturing, lnc./Exhibit A - Scope of Services Rev. 07-01-18

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EXHIBIT B

SCHEDULE OF FEES
Contractor will bill City on a monthly basis for Services provided by Contractor during the preceding month on an invoice and in a format approved by City and subject to verification and approval by City. City will pay Contractor within thirty (30) days of City's receipt of an approved invoice.

Item Total Costs
2X/year Maintenance Services Cost of Existing $ 355,880.00 (over 5 Devices (574 units) years)
200 Additional Services $ 62,000.00 (over 5
years)
200 Additional FTC Devices Serviced 2X/year $ 99,200.00 (over 4 in FY 21-22; FY 22-23; FY 23-24 and FY 24-25 years) 200 Additional FTC Devices Serviced 2X/year $ 24,800.00 (over 1 in FY 24-25 year)
10% Contingencv $ 54,188.00
TOTAL $ 596,068.00 (NTE)
In no event shall the amount billed to City by Contractor for services under this Agreement exceed five hundred ninety-six thousand and sixty-eight dollars ($596,068.00), subject to budget appropriations.

Agreement with Revel Environmental Manufacturing, Inc. /Exhibit B - Schedule of Fees Page 1

EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

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

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated Agreement with Revel Environmental Manufacturing, lnc./Exhibit C-lnsurance Requirements Page 1 Rev. 07-01-18
wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS' COMPENSATION

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

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

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

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

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

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

Agreement with Revel Environmental Manufacturing, lnc./Exhibit C-lnsurance Requirements Rev. 07-01-18

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3. 4.

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

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

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

2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to Agreement with Revel Environmental Manufacturing, lnc./Exhibit C-lnsurance Requirements Rev. 07-01-18

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City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

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

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

G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting 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.

Agreement with Revel Environmental Manufacturing, lnc./Exhibit C-lnsurance Requirements Rev. 07-01-18
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EBIX Inc.

City of Santa Clara [*insert City department name here] P.O. Box 100085 - S2 or 1 Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
H. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with Revel Environmental Manufacturing, lnc./Exhibit C-lnsurance Requirements Rev. 07-01-18

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EXHIBIT D

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

I. Prevailing Wage Requirements

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

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

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

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

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

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term "certified payroll" shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified Agreement with Revel Environmental Manufacturing, lnc./Exhibit O-Labor Compliance Rev. 07-01-18

Page 1 ends

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

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

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

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

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

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

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

J. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is Agreement with Revel Environmental Manufacturing, lnc./Exhibit D-Labor Compliance Rev. 07-01-18

Page 2 ends

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

K. Enforcement

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

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

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

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

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

Agreement with Revel Environmental Manufacturing, lnc./Exhibit D-Labor Compliance Rev. 07-01-18
Page3
Amendment No. 1 to Agreement/Revel Environmental Manufacturing, Inc. Page 1 Rev. 10/25/19
Ebix Insurance No. S200002071
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
REVEL ENVIRONMENTAL MANUFACTURING, INC.

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

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement for Services between the City of Santa Clara, California, and Revel Environmental Manufacturing, Inc., dated November 23, 2020 (Agreement); and B. The Parties entered into the Agreement for the purpose of having Contractor provide maintenance, data collection, and reporting services for installed full trash capture devises, and the Parties now wish to amend the Agreement to (1) extend the term of the agreement an additional five years through June 30, 2030, and (2) increase compensation by $1,105,267 for a revised not-to-exceed maximum compensation of $1,701,335, subject to the appropriation of funds.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

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

Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on November 23, 2020 and terminate on June 30, 2030.

2. Exhibit B of the Agreement, entitled “SCHEDULE OF FEES,” is hereby amended to read as shown in First Revised Exhibit B, attached and incorporated into this Amendment No. 2.

Amendment No. 1 to Agreement/Revel Environmental Manufacturing, Inc. Page 2 Rev. 10/25/2019

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

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

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

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

By (Signature):

Name: Marcel Sloane
Title: Regional Manager
Principal Place of
Business Address:
960-B Detroit Avenue
Concord, CA 94518
Email Address: [email protected]
Telephone: (925) 676-4736
Fax: (925) 676-8676
“CONTRACTOR”
Amendment No. 1 to Agreement/Revel Environmental Manufacturing, Inc./First Revised Exhibit B – Schedule of Fees Page 1
Rev. 10/25/19

FIRST REVISED EXHIBIT B

Term Unit
Price
# of
Devices
Number of
Service Times
Per Year
Total Cost
Original Agreement Maximum Compensation Not-to-Exceed
(11/23/2020 - 06/30/2025, Years 1-5) $596,068
Year 6 of 10
07/01/2025 - 06/30/2026 $ 73.06 1,439 2 $210,267
Year 7 of 10
07/01/2026 - 06/30/2027 $ 74.89 1,439 2 $215,533
Year 8 of 10
07/01/2027 - 06/30/2028 $ 76.76 1,439 2 $220,915
Year 9 of 10
07/01/2028 - 06/30/2029 $ 78.68 1,439 2 $226,441
Year 10 of 10
07/01/2029 - 06/30/2030 $ 80.65 1,439 2 $232,111
Total for Years 6-10 $ 1,105,267
TOTAL REVISED MAXIMUM COMPENSATION NOT-TO-EXCEED $ 1,701,335 In no event shall the amount billed to City by Contractor for services under this Agreement exceed One Million Seven Hundred One Thousand Three Hundred Thirty-Five Dollars (1,701,335), subject to budget appropriations.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-249 Agenda Date: 5/27/2025

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 1 to the Agreement with Westwood Professional Services, Inc. for Design Professional Services for the Warburton Park Playground Rehabilitation Project

COUNCIL PILLAR

1. Deliver and Enhance High Quality Efficient Services and Infrastructure

2. Enhance Community Sports, Recreational and Arts Assets

BACKGROUND
On February 13, 2023, the City approved a design professional services agreement with Westwood Professional Services, Inc. (Consultant) for the first phase of the Warburton Park Playground Rehabilitation Project (Project). The first phase of the Project includes preparation of concepts for the park and a schematic design for the playground rehabilitation, community outreach, presentation of the schematic design to the Parks and Recreation Commission, and action from the City Council.

The proposed schematic design incorporated feedback from both the Parks and Recreation Commission and the community and was approved by Council on May 13, 2025 (RTC 25-195). The second phase of the Project includes various design professional services related to design and construction of the Project.

DISCUSSION
The proposed Amendment No. 1 (Attachment 1) includes a negotiated scope of services and schedule of fees that incorporates the design professional services necessary to complete the second phase of the Project, per the approved schematic design. The scope of services generally includes preparing bid documents (plans, specifications, and engineer’s estimate) for public works bidding, providing assistance with coordinating and securing permits, and providing services during project advertisement and construction.

Staff recommends the approval of Amendment No. 1 to the Agreement with Westwood Professional Services, Inc. Approval of this amendment will provide the professional services necessary to complete the design of the Project and proceed to construction in a timely manner. Design of the Project is anticipated to be completed by summer 2026. The agreement includes a section covering prevailing wage requirements.

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

Environmental review in accordance with CEQA will occur as part of the design and approval City of Santa Clara Page 1 of 2 Printed on 5/23/2025
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25-249 Agenda Date: 5/27/2025
process. It is expected that the CEQA determination for this project will be a categorical exemption pursuant to CEQA Guidelines section 15301(c) Existing Facilities since the scope of work is maintenance/repair and minor modifications of existing facility.

FISCAL IMPACT
The proposed Amendment No. 1 increases the total not-to-exceed amount by $430,520 (from $128,425 to $558,945), which includes $491,115 for basic services and $67,830 for additional services. The Warburton Park Playground Rehabilitation project has sufficient funding in the Parks and Recreation Capital Fund.

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

RECOMMENDATION

1. Approve and authorize the City Manager to execute Amendment No. 1 to the Agreement for Design Professional Services with Westwood Professional Services, Inc. for the Warburton Park Playground Rehabilitation Project in the amount not-to-exceed $558,945 in a final form approved by the City Attorney; and

2. Authorize the City Manager or designee to make minor modifications, including time extensions, to the Agreement, if needed.

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

ATTACHMENTS

1. Amendment No. 1
City of Santa Clara Page 2 of 2 Printed on 5/23/2025
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Amendment No. 1 to Agreement/Advance Design Consultants Page 1 Rev. 10/25/19
Ebix Insurance No. S200005063
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
WESTWOOD PROFESSIONAL SERVICES, INC.

FOR

WARBURTON PARK PLAYGROUND REHABILITATION PROJECT

PREAMBLE
This agreement (“Amendment No. 1”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Westwood Professional Services, Inc., a Texas 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 Design Professional Services Between the City of Santa Clara, California, and O’Dell Engineering, Inc.”, dated February 13, 2023 (Agreement); and B. On February 9, 2024, O’Dell Engineering, Inc. was acquired by Consultant; and C. In April 2025, O’Dell assigned the Agreement to Consultant; and D. The Parties entered into the Agreement for the purpose of having Consultant provide engineering design services for the first phase of the Warburton Park Playground Rehabilitation Project (Project), as fully described in the Agreement; and the Parties now wish to amend the Agreement to provide engineering design services for the second phase of the project, which includes preparing bid documents (plans, specifications, and engineer’s estimate - PS&E) for public works bidding based on selected schematic rehabilitation plan, assisting with obtaining Building and Fire permits, and providing engineering support services during bid and award, construction, and post-construction phases of the Project.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement, entitled “Term of Agreement” is amended to read as follows:

Unless otherwise set forth in this Agreement or unless this paragraph is Amendment No. 1 to Agreement/Westwood Professional Services Page 2 Rev. 10/25/2019
subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date and terminate on December 31, 2029.

2. Section 7 of the Agreement, entitled “Compensation and Payment” is amended to read as follows:

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 fifty-eight thousand nine hundred forty-five dollars $558,945 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.

3. Exhibit A, entitled “Scope of Services,” is amended and replaced with Revised Exhibit A, attached and incorporated herein.

4. Exhibit B, entitled “Schedule of Fees”, is amended and replaced with Revised Exhibit B, attached and incorporated herein.

5. Exhibit E, entitled “Milestone Schedule,” is attached and incorporated herein.

6. Exhibit F, entitled “Project Management Document Software,” is attached and incorporated herein.

7. 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/Westwood Professional Services Page 3 Rev. 10/25/2019
The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

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

GLEN R. GOOGINS
City Attorney
JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
A WESTWOOD PROFESSIONAL SERVICES, INC. COMPANY
a Texas Corporation
Dated:

By (Signature):

Name: Chad Kennedy
Title: Director
Principal Place of
Business Address:
6200 Stoneridge Mall Road, Suite 330
Pleasanton, CA 94588
Email Address: [email protected]
Telephone: Direct (209) 497-4057
Fax: N/A
“CONSULTANT”
Design Professional Agreement with Westwood Professional Services/Exhibit A – Scope of Services Rev. 04-12-21 Page 1
AMENDMENT NO. 1 TO AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
O’DELL ENGINEERING, A WESTWOOD PROFESSIONAL SERVICES, INC.

COMPANYCOMPANY
FOR

WARBURTON PARK PLAYGROUND REHABILITATION PROJECT

REVISED EXHIBIT A

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

1. INTRODUCTION

1.1. The Warburton Park was constructed in the 1950’s and contains two swimming pools, a restroom building, a basketball court, a playground area and various other park amenities. The City intends to rehabilitate the Warburton Park and would like to complete the project in two distinct phases.

Scope of work for each phase is described below:

Phase 1 – Swimming pools evaluation and Schematic Design: site assessment and evaluating ADA compliance and structural and electrical deficiencies; preparing a schematic plan to meet the Project goals, cost estimate, and schedule; and assisting the Project presentation to Parks & Recreation Commission and City Council.

Phase 2 – Detailed Design: develop bid documents (plans, specifications, and engineer’s estimate - PS&E) for public works bidding; providing assistances in obtaining Building and Fire permits; and providing engineering support services during bid and award, construction, and post-construction phases.

1.2. The proposed schematic design will include a site plan to address the aged playground infrastructure, playground and limited adjacent park spaces including planting, irrigations, picnic area, pathways, possible add/alternate pool heat pump, and common shade structure. The new play space will be appropriate for ages 2-5 and 6-12 incorporating research based seven elements of play for beginner, intermediate and advanced levels of play and as selected by the community, and have increased capacity to serve new residents within funding.

2. GENERAL REQUIREMENTS

2.1. Consultant shall perform all design and engineering services in accordance with the Department of Transportation Standard and Details, City Standard Design Professional Agreement with Westwood PS/Exhibit A – Scope of Services Rev. 04-12-21 Page 2
Plans and Specifications, Parks and Recreation Standard Specifications and Details, American Disability Act (ADA) Design Guidelines, latest building and fire codes, and other applicable codes and standards. The City shall have the right to review all drawings, specifications, and other documents and electronic records relating to such services.

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

2.3. Any changes to the project team through the course of the Services shall be approved in writing by City.

2.4. Below is an outline of required services; however, it is the responsibility of the Consultant to independently assess the Project and provide improvement recommendations to meet the goals for this Project.

Phase I:

2.4.1. Perform detailed site assessment for the entire park and swimming pools.

2.4.2. Evaluate ADA compliance and structural and electrical deficiencies

2.4.3. Prepare a schematic plan to meet the Project goals, cost estimate, and schedule

2.4.4. Assist the Project presentation to Parks & Recreation Commission and City Council.

Phase II:

2.4.5. Develop selected schematic plan into bid documents for public works bidding.

2.4.6. Provide assistance in obtaining all required Building and Fire permits.

2.4.7. Provide engineering support services during bid and award, construction, and post-construction phases.

2.4.8. Access connection to all existing park walkways and public sidewalks. The design shall ensure that it meets ADA regulations and widths at this area are sufficient for safety of mobility impaired persons to get into the park area and playground.

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

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

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

Design Professional Agreement with Westwood PS/Exhibit A – Scope of Services Rev. 04-12-21 Page 3

2.4.12. Perform field exploration services to obtain soil samples to profile soils for offsite disposal.

2.4.13. Upgrade existing water use to recycled water to irrigate all new planting and trees. All recycled water design shall meet SBWR’s requirements. The formatted drawings will be color coded highlighting both potable and reclaimed water lines. Drawings will be reviewed and approved by the City’s Water and Sewer
Department, South Bay Water Recycling (SBWR), and the State Department of Drinking Water.

2.4.14. Prepare abatement specifications for construction in accordance with building codes and applicable laws and regulations, if applicable for any building work.

2.4.15. Provide and coordinate with certified playground safety inspector from feasibility design stage to final construction. The certified playground safety inspector shall review all design aspects throughout all project stages and will provide final approval at construction completion. Safety surfacing attenuation testing is not included.

2.4.16. Assess and upgrade existing men and women restrooms for compliance with the latest building codes. Design upgrades will be limited to interior of the restroom and will not include major structural building designs.

2.4.17. Provide all necessary structural and civil calculations required by building codes.

2.4.18. Optional Task 1, Soil Management Plan – In the event that impacted soils are reported onsite, Consultant shall prepare a Soil Management Plan to guide contractors on safe handling and disposal requirements. Prior to performing work, Consultant shall provide a work plan to the City for review and approval.

2.4.19. Optional Task 2, Impact Soil Delineation - In the event that impacted soils are discovered during soil sampling, the City may choose to perform additional soil sampling to limit the extent of Class I or Class II soils for disposal. This scope is projected as results from one sampling event may indicate additional step out sampling is required.

2.4.20. Optional Task 3, Concrete/Asphalt Coring - In the event that proposed geotechnical and/or environmental sample locations are paved over, and no nearby unpaved locations exist where we may obtain soil samples, Consultant shall retain a coring subcontractor to remove pavement in proposed boring locations. If multiple sample rounds are required, this may be required for each iteration of sampling. Prior to performing work, Consultant shall provide a work plan to the City for review and approval.

Design Professional Agreement with Westwood PS/Exhibit A – Scope of Services Rev. 04-12-21 Page 4

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

3.1. Record drawings.

3.2. City’s Standard Details, Specifications, Benchmark, and Design Criteria.

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

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

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

3.6. Filing exemption under the California Environmental Quality Act.

3.7. Any other relevant data or records.

4. PROJECT MANAGEMENT
Generally, Consultant shall:

4.1. Utilize the City’s Project Management Software E-Builder for general project management. See Exhibit F, Project Management Software Documentation.

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

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

4.3.1. Kick-off

4.3.2. Field Visit Meeting

4.3.3. Preliminary/Evaluation

4.3.4. Schematic Plans Review

4.3.5. Parks and Recreation Commission

4.3.6. City Council Meeting

4.3.7. 65% Construction Document Comments review

4.3.8. 95% Construction Document Comments review

4.3.9. 100% Construction Document Comments review

4.3.10. Construction Support related
Design Professional Agreement with Westwood PS/Exhibit A – Scope of Services Rev. 04-12-21 Page 5

4.3.11. Any other meetings identified in the Agreement

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

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

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

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

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

The schedule shall always be maintained and shall be updated each time progress and milestones are achieved and/or changed.

4.8. Provide monthly progress reports.

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

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

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

Consultant shall provide a copy of its QA Program guidelines and shall provide a QC report at the end of each task. Time spent for QA-QC reviews Design Professional Agreement with Westwood PS/Exhibit A – Scope of Services Rev. 04-12-21 Page 6
for specific deliverables shall be budgeted and billed under each respective task requiring QA-QC review and not as Project Management.

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

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

4.14. Deliverables:

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

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

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

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

4.14.3.2. Estimate – One (1) PDF and one (1) Microsoft Excel file.

4.14.3.3. Miscellaneous project information (as requested).

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

PROJECT PHASE I

5. SITE SURVEY, COMMUNITY OUTREACH, AND SCHEMATIC DESIGN

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

5.1.1. Task 1.1: City Kick-Off Meeting
Consultant shall meet with City to review and discuss to options for park program, public outreach, City standards for materials, etc. for the park design.

5.1.2. Task 1.2: Project Schedule
Consultant shall update the Draft Project Schedule with the information received during the kick-off meeting. Upon the City’s approval, the schedule shall be designated as the Approved Project Schedule.

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

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

5.1.4. Task 1.4 Electrical Infrastructure Investigation

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

5.1.4.2. As an optional task and as approved by the City, Consultant shall assess the requirements for the addition of solar panels, including costs. This optional task shall be at additional cost.

5.1.5. Task 1.5: Aquatics Exploration

5.1.5.1. Consultant shall perform an analysis of converting the existing gas pool heater to an electric pool heater, using the California Energy Code. This analysis will indicate if there are needs for additional power source, provide a cost estimate as a decisionmaking tool, and include information regarding rebates from the Silicon Valley Power Department. Analysis of existing filtration and other pool systems should be considered.

5.1.5.2. If the City wishes to move forward, Consultant shall prepare plans specifications and engineer’s estimate for the conversion, at an additional cost. These will include mechanical, electrical, filtration and chemical injection plans and specifications suitable for bidding.

5.1.6. Task 1.6: Topographic Survey and Mapping
Consultant shall perform a topographic survey including all hardscape and softscape, and locate surface-visible utility features and improvements. At manholes and accessible structures, measure invert elevations will be noted of all gravity storm drains and sewer pipes.

5.1.7. Task 1.7: Geotechnical Investigation
Consultant shall perform subsurface exploration including two to three borings, with laboratory soils testing, including infiltration rate testing. Consultant shall prepare a geotechnical report summarizing the results and providing recommendations. The report will provide Design Professional Agreement with Westwood PS/Exhibit A – Scope of Services Rev. 04-12-21 Page 8
valuable information for use in engineering of the buildings, structure footings, pavement, and potential retaining walls.

5.1.8. Task 1.8: Site Analysis & Data Review
Consultant shall gather, review, and assess existing data, records, and reports relative to the Project and conduct necessary investigations and analyses required to identify issues that could impact or be impacted by the Project, including but are not limited evaluating ADA pedestrian pathway and completing site survey and base setup.

5.2. Task 2: Schematic Design/Public Outreach

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

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

5.2.3. Task 2.3: Public Outreach Meeting

5.2.3.1. Consultant shall prepare all presentation materials, including graphic boards, reports, etc., and present
amenity options to the public in a two-hour meeting.

Public, user groups, potential donors, and staff may
attend. This may be an online meeting or an in-person
meeting, as determined by the City.

5.2.3.2. Consultant shall also gather input from the community via online polling and surveys.

5.2.3.3. Consultant shall document the feedback and consensus achieved.

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

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

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

5.2.6. Task 2.6: Parks and Recreation Commission Review Meetings #1

5.2.6.1. Consultant shall meet with the PRC to initiate public outreach for the Project.

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

5.2.6.3. Consultant shall gather input and feedback from the PRC.

5.2.7. Task 2.7: Final Schematic Design

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

5.2.7.1.1. overall location and site plan;

5.2.7.1.2. existing conditions;

5.2.7.1.3. schematic design options, including building as necessary

5.2.7.1.4. playground use matrix with elements of play;

5.2.7.1.5. elevations/grading/drainage;

5.2.7.1.6. irrigation & planting plan;

5.2.7.1.7. lighting plan;

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

5.2.7.1.9. other tables; and

5.2.7.1.10. materials/equipment specifications.

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

5.2.8. Task 2.8: Final Schematic Design Cost Estimate
Consultant shall update the cost estimates to reflect any changes or refinements depicted in the Final Schematic Design.

5.3. Final Draft Schematic Designs

5.3.1. Task 2.9: Parks and Recreation Commission Review Meeting #2 Design Professional Agreement with Westwood PS/Exhibit A – Scope of Services Rev. 04-12-21 Page 10
Consultant shall present to the PRC a Final Schematic Design for recommendation to the City Council for approval.

5.3.2. Task 2.10: City Council Review Meeting

5.3.2.1. Consultant shall present to the City Council the recommended Schematic Design.

5.3.2.2. Consultant shall gather input and feedback from the City Council and make revisions to the Final Schematic Design if necessary.

5.3.2.3. Consultant shall provide unlimited revisions to the Final Draft Schematic Designs, at no additional cost, to ensure the City’s satisfaction with the document.

5.4. Phase 1 Deliverables:

5.4.1. Site Topographic Survey

5.4.2. Geotechnical report(s)

5.4.3. Arborist Tree Inventory Report

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

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

5.4.6. PowerPoint Presentations

5.4.7. Meeting Attendance

PROJECT PHASE II

6. Task No. 1: 65% Construction Documents

6.1. Based on the approved schematic plans, specifications, cost estimate, and any adjustments authorized or directed by the City, the Consultant shall develop and refine the design, and prepare construction documents.

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

6.3. Prepare 65% construction documents, which include project specifications, plans, and engineer’s estimate and supporting information for the City’s review. Consultant shall follow City’s Design Criteria and plan format to prepare 65% Plans and supporting information for the City’s review. Plans with details of major design components as necessary such as: Site Plan, Existing Condition, Proposed Improvement, Details, and other pertinent information for the City to review and provide comments.

Design Professional Agreement with Westwood PS/Exhibit A – Scope of Services Rev. 04-12-21 Page 11
65% Plans shall include all existing utilities on-site and immediate surrounding off-site areas. Pertinent background information relating to proposed improvements such as, but not be limited to, playground and park amenity layouts, fences, pedestrian pathways, property lines, site entrance/existing driveway, parking lot and adjacent streets shall be shown.

6.3.1. Site drawings including existing park amenities

6.3.2. Planting and irrigation plans

6.3.3. Park amenity plans

6.3.4. Electrical plans

6.3.5. Grading and Drainage plans including existing on-site and off-site utilities

6.3.6. Electrical engineering plans

6.3.7. Construction Details – key standard details to be included

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

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

6.4.2. Current economic trend.

6.4.3. When the Project will be bid.

6.4.4. When construction will occur.

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

6.5. CASp Assessment - These services will include a site visit, code research and assessment of the existing conditions of the two restrooms provided for the park, within the pool building, outside of the pool fence. A report will be provided with photographs of existing features, existing code references for the current codes ( 2022 CBC July 2024 Supplement / 2010 ADAS), and a map. Recommendations will be provided for corrections.

6.6. Environmental Soils Assessment- Soil sampling will be provided at the site, then soils samples will be analyzed for TPA, Organic Pesticides, CAM 17 metals, and STLC/TCLP leachates. This testing will provide information to be considered for off-site disposal requirements.

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

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

6.8. Deliverables:

6.8.1. 65% Plans and specifications – One (1) PDF and one (1) AutoCAD file.

6.8.2. 65% Engineering cost estimate – One (1) PDF and one (1) Microsoft Excel file.

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

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

6.8.5. Miscellaneous Project information (as requested).

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

6.8.7. Completed reports for the project.

7. Task No. 2: 95% Construction Documents

7.1. Based on City’s comments and direction on the 65% PS&E, Consultant shall revise the 65% PS&E to produce the 95% PS&E.

7.2. Prepare 95% construction documents and supporting information for the City’s review and approval. This will include construction details and engineered plans, which include, but are not limited to:

7.2.1. Site drawings including existing park amenities

7.2.2. Planting and irrigation plans

7.2.3. Playground Plan

7.2.4. Erosion Control Plan

7.2.5. Horizontal Control Plan

7.2.6. Grading and Drainage plans including existing on-site and off-site utilities

7.2.7. Stormwater Quality Management Plan

7.2.8. Electrical plans

7.2.9. Structural plans
Design Professional Agreement with Westwood PS/Exhibit A – Scope of Services Rev. 04-12-21 Page 13

7.2.10. Other construction details

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

7.4. Prepare technical specifications.

7.5. Prepare modified sections to City standard specifications to suit Project.

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

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

7.6.1. Description of work – summary only

7.6.2. Type of Contractor’s License required.

7.6.3. Construction Duration for substantial completion and final completion

7.6.4. Bid schedule without engineer’s estimate in excel spreadsheet.

7.6.5. Bid schedule with engineer’s estimate in excel spreadsheet.

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

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

7.7. Deliverables:

7.7.1. 95% Plans and specifications – One (1) PDF and one (1) AutoCAD file.

7.7.2. 95% Engineering cost estimate – One (1) PDF and one (1) Microsoft Excel file.

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

7.7.4. Quality control checklist for 95% PS&E submittal – One (1) PDF and one (1) Microsoft Word or Excel file.

7.7.5. Miscellaneous Project information (as requested).

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

7.7.7. Completed reports for the project.

8. Task No. 3: 100% Construction Documents
Design Professional Agreement with Westwood PS/Exhibit A – Scope of Services Rev. 04-12-21 Page 14

8.1. Based on City’s comments and direction on the 95% PS&E, Consultant shall revise the 95% PS&E to produce the 100% PS&E.

8.2. Prepare 100% construction documents and supporting documents.

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

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

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

8.4. 100% PS&E shall be Peer reviewed and Certification of Peer Review shall be submitted with the 100% Submittal.

8.5. A statement to indicate Peer Review has been performed and name, signature, and title of the Engineer who performed it shall be added to the Plans Cover Sheet.

8.5.1. Certification of Peer Review: The following paragraph shall be put on the company letter head, dated, and signed by the Peer Review Engineer.

8.5.2. “The undersigned hereby certifies that a professional peer review of these plans and the required designs was conducted by me, a professional landscape architect with expertise and experience in the appropriate fields of landscaping equal to or greater than the Architect of Record, and that appropriate corrections have been made.”

8.6. Prepare and submit Special Inspection Form for the Project, if applicable.

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

8.8. The City shall review the 100% Design Submittal Package (Plans, Specifications, Engineer’s cost estimate, and Project bid and construction schedule) to ensure that all comments and issues have been rectified. After the 100% Design Submittal Package has been deemed acceptable, City staff will then submit the 100% Design Submittal Package to the Building Division and Fire Department for review and approval.

8.9. Deliverables:

8.9.1. 100% Plans and specifications – One (1) PDF and one (1) AutoCAD file.

8.9.2. 100% Plans – One (1) PDF and one (1) AutoCAD file.

Design Professional Agreement with Westwood PS/Exhibit A – Scope of Services Rev. 04-12-21 Page 15

8.9.3. 100% Specifications – one (1) PDF and one (1) Microsoft Word file.

8.9.4. Structural Calculations – One (1) PDF.

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

8.9.6. 100% Engineering Cost Estimate – One (1) PDF and one (1) Microsoft Excel file.

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

8.9.8. Special Inspection Form – One (1) PDF.

8.9.9. Quality control checklist for 100% design submittal.

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

9. Task No. 4: Bid Documents

9.1. The Bid Documents shall incorporate all comments from the City including comments from the Building Division (for building permit), Fire Department (for Fire Permit, if applicable) Public Works, Parks and Rec, Sewer and Water, SVP, and any other stakeholders that are involved in the Project.

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

9.2. Incorporate permit issuers’ comments (from Building Division and Fire Department) into P&S and coordinate with permitting departments and agencies to obtain acceptance of permit application package. Consultant shall address all comments from the permit issuer. Noted that the project cannot move forward with bid documents without resolving any comments from the permit issuer.

9.3. Prepare Bid Documents (P&S).

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

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

9.3.3. Special Inspection Form required by the Building Division, if applicable.

9.3.4. Any other forms that are required by the Building Division and Fire Department in order to obtain applicable permits from those teams.

9.4. Deliverables:

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

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

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

9.4.3. Final schedule of quantities – in Microsoft Excel and pdf

9.4.4. Final Engineer’s Estimate – in Microsoft Excel and pdf

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

9.4.6. Quality control checklist for Bid Documents submittal.

9.4.7. Special Inspection Form

10.Task No. 5: Bid and Award Phase Assistance

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

10.2. Attend and conduct one Pre-Bid Conference/Site Visit.

10.3. Assist the City with responses to bidder’s inquiries through the City’s Project Manager. Responses shall be done within two calendar days or as mutually agreed with the project manager.

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

Documents shall be done within two calendar days or as mutually agreed with the project manager.

10.5. Assist the City in evaluating bids (if required by the City). Bids evaluation shall be done with two calendar days or as mutually agreed with the project manager.

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

10.7. Deliverables:

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

10.7.2. Support information for addenda – Signed PDF.

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

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

11.Task No. 6: Construction Phase Assistance
Design Professional Agreement with Westwood PS/Exhibit A – Scope of Services Rev. 04-12-21 Page 17

11.1. City’s Field Services Division will manage the construction phase of the project. Consultant to provide assistance to City staff and its responsibility to provide basic services for the construction phase under this Agreement commences with the “Notice to Proceed” (NTP) of the contract for construction and terminates on the date the City approves the certificate of completion of the Project.

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

11.3. Consultant shall attend the Pre-construction meeting.

11.4. Consultant shall visit the site five times during construction. During these site visits, Consultant shall attend job progress meetings, pre-submittal meetings, pre-installation meeting, and other meetings as required by the City. Consultant’s structural, civil, and electrical sub-consultants shall visit the site as required when work related to their discipline is in progress.

11.5. Consultant shall make construction observation visits throughout the construction phase. Consultant shall issue an observation report after each visit. Assume up to five (5) meetings.

11.6. In addition to the construction observation visits, Consultant shall review technical submittals, shop drawings, product data, product samples, and product warranties from the contractor for conformance with the specifications and drawings. The Consultant’s action shall be taken with such reasonable promptness so as to cause no delay in the work, while allowing sufficient time in Consultant’s judgment to permit adequate review.

The Consultant will be allowed a maximum of seven (7) calendar days for review of submittals. Consultant’s review shall not constitute review of safety precautions or, unless otherwise specifically stated by Consultant, of construction means, methods, techniques, sequences or procedures.

Consultant’s review of specific items shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the contract documents, Consultant shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the contract document.

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

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

11.8. Playground Safety Inspection - Safety audit completion to determine compliance and/or deficiencies of Warburton Park playground equipment facilities to ASTM, CPSC and ADA standards, during the construction phase.

A NRPA Certified Playground Safety Inspector (CPSI) will visit the site and perform safety inspections during the construction phase. A minimum of three Playground Safety Audit inspections will occur at key milestones during construction. A summary report will be provided.

11.9. The Consultant shall prepare the Scope of Work, including sketches, for Field Instructions issued to the Contractor. When requested by the City, Consultant shall review Change Order (CO) pricing and provide written responses for the City’s review and finalizing said COs

11.10. Deliverables:

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

11.10.2.Signed PDFs of COs’ recommendations.

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

12.Task No. 7: Post-Construction Phase

12.1. When requested by the City, Consultant shall conduct reviews to assist the City to determine the date or dates of Substantial Completion and the date of Final Completion. Consultant’s decisions with City approval on matters relating to aesthetic effect may be final if consistent with the intent expressed in the Contract Documents.

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

12.3. Consultant shall perform a walk-through of the Project site, review Contractor Punch List, and provide written response with status and action of items on the Punch List. Consultant shall attend final walk-through of the Project site with the City, verify Punch List completion, and provide written response with recommendation regarding Project acceptance and close-out.

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

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

12.6. Deliverables:

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

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

12.6.2. Record Drawings – One (1) PDFs and one (1) AutoCAD files on CD/DVD.

Design Professional Agreement with Westwood PS/Exhibit B Page 1 Rev. 08-16-23
AMENDMENT NO. 1 TO AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
WESTWOOD PROFESSIONAL SERVICES, INC.

FOR

WARBURTON PARK PLAYGROUND REHABILITATION PROJECT

REVISED EXHIBIT B

SCHEDULE OF FEES
I. GENERAL PAYMENT
The total payment to the Consultant for Basic Services, as stated in Exhibit A, shall not exceed $491,115 The amount billed to City for pre-approved Additional Services shall not exceed the sum of $67,830 In no event shall the amount billed to City by Consultant for Services under this Agreement exceed $558,945, subject to budget appropriations.

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

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

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

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

Design Professional Agreement with Westwood PS/Exhibit B Page 2 Rev. 08-16-23
Description of work and task Basic Services
Cost
Phase 1
Task No. 1 – Project Research and Site Assessment $58,234 Task No. 2 – Schematic Design and Public Outreach $39,476 Optional Services 1 – Assess requirements for additional solar panels
$5,840
Optional Services 2 – Prepare Plans, Specifications and Engineer's Estimate to convert existing gas pool heater to an electric pool heater
$13,200
Total $116,750
Phase 2
Task No. 1 – 65% Construction Documents $108,742
Task No. 2 – 95% Construction Documents $82,454
Task No. 3 – 100% Construction Documents $54,198
Task No. 4 – Final Bid Documents $12,030
Task No. 5 – Bid and Award Phase Assistance $7,520
Task No. 6 – Construction Phase Assistance $54,211
Task No. 7 – Post-Construction Phase $3,710
Optional Task 1, Soil Management Plan $10,500
Optional Task 2, Impact Soil Delineation $31,000
Optional Task 3, Concrete/Asphalt Coring $10,000
Total $374,365
In no event shall the amount billed to City by Consultant for BASIC SERVICES under this Agreement exceed four hundred ninety-one thousand one hundred fifteen dollars ($491,115).

III. REIMBURSABLE EXPENSES
There are no reimbursable expenses.

IV. ADDITIONAL SERVICES
Additional Services consists of work not included in the Scope of Services outlined within this Agreement. Pre-approved Additional Services shall be billed to City at the fixed hourly rates shown below in Section V, RATE SCHEDULE, or at an agreed negotiated lump sum price. Monthly billing for Additional Services shall be consistent with the term set forth in this Agreement. Payment for any Additional Services is allowed only if written authorization is given by the City Engineer in advance of the work to be performed. Additional Services shall not exceed $67,830.

V. RATE SCHEDULE
Design Professional Agreement with Westwood PS/Exhibit B Page 3 Rev. 08-16-23
Personnel Charges
Charges for personnel engaged in professional and/or technical work are based on the actual hours directly chargeable to the Project.

The pay rates for the Project by classification are listed below. This initial Rate Schedule shall remain fixed for the duration of the Agreement.

Any classifications added to a rate schedule, or staff members changing classifications, shall be approved in writing by City.

Primary Consultant – Westwood Professional Services, Inc.:

FEE SCHEDULE FOR PUBLIC INFRASTRUCTURE SERVICES
2025 – California - PW
This schedule is effective from January 1, 2025, to December 31, 2025. A 3% annual escalation per year thereafter will occur. This applies to all subconsultants and primary consultant.

The following is the fee schedule for all work performed under an hourly agreement.

Classification Hourly Rate
Admin II................................................................................................................ $130.00 Admin III............................................................................................................... $140.00 Graduate Engineer I............................................................................................. $160.00 Graduate Engineer II............................................................................................ $170.00 Graduate Engineer III........................................................................................... $180.00 Graduate Engineer IV........................................................................................... $190.00 Graduate Landscape Designer II ......................................................................... $165.00 Graduate Landscape Designer III ........................................................................ $175.00 Landscape Architect I........................................................................................... $170.00 Landscape Architect II.......................................................................................... $180.00 Landscape Architect III......................................................................................... $190.00 Landscape Architect IV ........................................................................................ $210.00 Landscape Architect V ......................................................................................... $230.00 Landscape Architect VI ........................................................................................ $250.00 Project Manager I................................................................................................. $210.00 Project Manager II................................................................................................ $235.00 Project Manager III............................................................................................... $255.00 Project Manager IV............................................................................................... $280.00 Project Manager V................................................................................................ $300.00 Project Manager VII.............................................................................................. $330.00 Senior Project Coordinator II ................................................................................ $185.00 Design Professional Agreement with Westwood PS/Exhibit B Page 4 Rev. 08-16-23
Charges for Other Direct Costs, Outside Services, and facilities furnished by Westwood are computed on the basis of actual cost-plus 15 percent.

Subconsultant Billing Rates:

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES
Pezzoni Engineering
1150 9'" Street, Suite 1415
Modesto, CA 95354
{209) 554-4602

FEE SCHEDULE FOR PROFESSIONAL SERVICES
EFFECT I VE: January I, 2022
The following fees are presently in effect for professional services available from our finn:

CONSULTATION SERVICES:

Investigative/Expert Witness/Professional Consultation TBD* ENGJNEERING SERVICES:

Principal Engineer $220.00 Per Hour
Project Manager $190.00 Per Hour
Engineer $ 170.00 Per llow·
Senior Designer $150.00 Per Hour
Designer $ 120.00 Per Hour
CAD/BIM Specialist $95.00 Per Hour
Clerical $75.00 Per Hour
* Charges for investigative services, expert witness or professional consultation are generally not applicable to projects involving the preparation of plans or specifications for construction projects.

The fees, tenns and conditions stated herein are included and a part of this Agreement by reference. Carrying charges equal to one percent per month, twelve percent A.P.R., may be assessed to all accounts over 60 days of billing, pursuant to our Standard Tem1s of Agreement, which are attached to and included in this agreement by reference.

The Client agrees to limit our li ability and to defend and hold harmless for any cause in connection with this project to a maximum of our net aggregate fees as stated in this proposal. The Client and Owner further agree that any cause of action shall be adjudicated in Stanislaus County, Cali fornia. The prevailing Party to any action shall be entitled to the full recovery of all expenses, fees, hours and consultants associated with defending such actions, all to be paid by the nonprevai ling Party or Parties, based upon percentage of award of damages or dismissal.

Should actions be taken for the collection of fees due, the prevailing party will be entitled to full recovery of costs of collection paid by the non-prevailing party. This agreement is entered into on the above referenced date in Stanislaus County, California.

Client may tenninate this Agreement with or without cause, upon written notice.

Should any provision of this Agreement be found to be unenforceable by the presiding Court or authority, the entire balance of this agreement shall remain in fu ll force and effect.

Page 1 ends

Design Professional Agreement with Westwood PS/Exhibit E Page 1 Rev. 08-16-23
AMENDMENT NO. 1 TO AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
WESTWOOD PROFESSIONAL SERVICES, INC. FOR

WARBURTON PARK PLAYGROUND REHABILITATION PROJECT

REVISED EXHIBIT E

MILESTONE SCHEDULE
Description of work and task Consultant Duration
Phase 1
Task No. 1 – Preliminary Engineering/ Evaluation &
Schematic
Design
completed
Task No. 2 – Parks and Recreation and City Council
Meetings
completed
Phase 2
Task No. 1 – 65% Construction Documents 40 working days Task No. 2 – 95% Construction Documents 40 working days Task No. 3 – 100% Construction Documents 20 working days Task No. 4 – Final Bid Documents 15 working days
Task No. 5 – Bid and Award Phase Per Exhibit A, Scope of Services Task No. 6 – Construction Phase Per Exhibit A, Scope of Services Task No. 7 – Post-Construction Phase Per Exhibit A, Scope of Services Design Professional Agreement with Westwood PS/Exhibit F Page 1 Rev. 08-16-23
AMENDMENT NO. 1 TO AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
WESTWOOD PROFESSIONAL SERVICES, INC. FOR

WARBURTON PARK PLAYGROUND REHABILITATION PROJECT

EXHIBIT F

PROJECT MANAGEMENT DOCUMENTATION SOFTWARE

1.0 GENERAL
This section is intended to describe the use of e-Builder EnterpriseTM (e-Builder) a web-base project management software, as the median for project documentation and reporting. All costs associated with the use of the software is inclusive of the Project Exhibit B – Schedule of Fees.

2.0 e-BUILDER PROJECT MANAGEMENT SOFTWARE PROGRAM
The City of Santa Clara is currently using e-Builder Project Management for all related project management tasks. Consultant is required to comply with all requirements specified in this Exhibit F – PROJECT MANAGEMENT DOCUMENTATON SOFTWARE.

3.0 REQUIREMENTS
A. General Requirements:

1. Consultant and Subconsultants shall provide at a minimum, the following to its staff:
a) Computer: Minimum Intel Pentium® 4 Processor 2.4 GHz or equivalent processor with 512MB of RAM; recommended Centrino Duo® Processors 1.6 GHz or equivalent with 2GB of RAM, or higher;
b) Computer Operation System: Windows XP or later and OS X v10.8 or later;
c) Web Browser: Microsoft Internet Explorer 11.0 or later, Google Chrome v29.0.1 or later, Mozilla Firefox v35.0.1 or later, Safari v6.0.4 or later, Safari for iOS mobile v6.1 or later. Other browsers such as Microsoft Edge, Google Chrome for iOS, and Google Chrome for Android are available on e-Builder; however, but some features might not work as expected;
Design Professional Agreement with Westwood PS/Exhibit F Page 2 Rev. 08-16-23
d) Work and Spreadsheet Processors: Microsoft Office Word, Excel and Outlook;
e) Scheduling Software: Microsoft Project or Primavera; f) Internet Service Provider: A reliable ISP in the area of the Project; g) Connection Speed/Minimum Bandwidth: DSL, ADSL or T1 Line for transferring a minimum of 3 Mbps Downstream and 512 Kbps Upstream.

2. Consultant and Subconsultants shall provide its management personnel assigned to this Project with access to personal computers and the Internet on a daily basis.

B. Project Web Requirements:

1. This Project utilizes a web-based project management tool, e-Builder. This web-based application is a collaboration tool, which will allow all project team members continuous access through the Internet to important project data as well as up to the minute decision and approval status information.

2. Consultant and Subconsultants shall conduct project controls, outlined by the City, utilizing e-Builder. This designated web-based application will be provided by the City at no costs to the Consultant and the Subconsultants.

No additional software will be required. Furthermore, the City Project Manager will assist Consultant in providing training of Subconsultant’s personnel.

3. Consultant and Subconsultants shall have the responsibility for visiting the Project web site on a daily basis, and as necessary to be kept fully appraised of project developments, for correspondence, assigned tasks and other matters that transpire on the site. These may include, but are not limited to: Contracts, Contract Exhibits, Contract Amendments, Drawing Issuances, Addenda, Bulletins, Permits, Insurance & Bonds, Safety Program Procedures, Safety Notices, Accident Reports, Personnel Injury Reports, Schedules, Site Logistics, Progress Reports, Daily Logs, Non-Conformance Notices, Quality Control Notices, Punch Lists, Meeting Minutes, Requests for Information, Submittal Packages, Substitution Requests, Monthly Payment Request Applications, Supplemental Instructions, Construction Change Directives, Potential Change Orders, Change Order Requests, Change Orders, etc. All supporting data including, but not limited to, shop drawings, product data sheets, manufacturer data sheets and instructions, method statements, safety MSDS sheets, Substitution Requests, Submittals, etc. and the like will be submitted in digital format via e-Builder.

C. Electronic File Requirements:

Design Professional Agreement with Westwood PS/Exhibit F Page 3 Rev. 08-16-23

1. In addition to the standard closeout submittal requirements detailed elsewhere in the Contract Documents, the Consultant and Subconsultants shall also submit all closeout documents including all “As-Built Drawings”, catalog cuts, and Owner’s Operation and Maintenance manuals in digital format. All documents (including as-built drawings) shall be converted or scanned into the Portable Document Format (PDF) file and uploaded to eBuilder.

4.0 IMPLEMENTATION REQUIREMENTS
A. e-Builder is a comprehensive Project and Program Management system that will be implemented for managing documents, communications, and costs between the Contractor, Sub-contractors, Consultant, SubConsultants, and Owner. e-Builder includes extensive reporting capabilities to facilitate detailed.

B. Project reporting in a web-based environment that is accessible to all parties and easy to use.

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

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

E. Project Calendars: Meetings will be scheduled and maintained centrally on e-Builder by the City.

F. Reporting: All of the project and program data including documents, communications, and costs are accessible through integrated online reports. These reporting tools are completely configurable by each user.

All reports can be exported to Excel for added flexibility.

Design Professional Agreement with Westwood PS/Exhibit F Page 4 Rev. 08-16-23

5.0 LICENSING REQUIREMENT
A. User Licenses: Each user license is for access to the site consisting of unlimited data storage. Users can be direct employees of the Consultant as well as its Subconsultants and/or Suppliers.

B. Each user license includes full access to e-Builder, including all of the documents and reports mentioned above. Furthermore, each user license provides the e-Builder software as a service (SaS) including:

1. All hosting, operation, maintenance, and data backup of the eBuilder software and documents which are maintained in state-ofthe-art data centers located throughout the United States.

2. Quarterly e-Builder software enhancements.

3. Unlimited phone, email, and web-based support 24-hours.

C. e-Builder user licenses shall be obtained by the City, Owner Manager, and QA/QC Agencies for which the Design Consultant is not responsible.

Rea l time, updated
schedule Information
Automated communications
(e.g. e-mail notificat;ons of changes
In schedule, documents, work.flow)
Program Management
Schedules
Cost
Workflow (transrnlrtals, subminals,
RF ls,change orders)
Rea l time,updated
cost/budget nformatlon
Auromared notifications
of project changes (schedule,
workf/ow, cosr, mllesrones, other)
Executives
Consultants, Archit.cts,
Engineers, Contractors Facilities Management
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-337 Agenda Date: 5/27/2025

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 1 to the Master Agreement with Unisys Corporation for Information Technology Outsourcing Services

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
In December 2016, the City conducted a competitive Request for Proposal (RFP) for Information Technology Outsourcing Services. Following a comprehensive evaluation process, Unisys Corporation (Unisys) was selected and awarded an eight-year agreement, consisting of an initial four -year term and four one-year renewals. The City Council approved the execution of the agreement with Unisys for the initial term on May 16, 2017 (Attachment 1).

On June 15, 2021, City Council authorized the City Manager to exercise the four one-year renewal options to extend the agreement through June 30, 2025 (Attachment 2). The total authorized amount under the agreement through this date is $70,003,542.

Under the current agreement, Unisys provides Citywide IT services for all major service areas, including infrastructure support, enterprise applications and websites, departmental IT solutions, enduser support, and cross-functional services. These services include 24x7 management of missioncritical systems, helpdesk operations, cybersecurity, and project management. The agreement also provides for enterprise-class tools such as the ServiceNow platform for incident and service request management, change management, configuration management, and a centralized knowledgebase.

Recognizing the critical need for uninterrupted, secure, and stable IT operations, particularly given the major events scheduled in 2026, including the FIFA World Cup and Superbowl, staff determined it is in the City’s best interest to continue services with Unisys. In October 2024, staff issued an RFP to retain a third-party consultant to evaluate the current agreement, interview key stakeholders, and support negotiations for a contract extension. A consultant was selected and engaged in January 2025.

Negotiations are underway for a revised agreement, which includes the review and update of the Master Services Agreement (MSA) and 39 accompanying schedules that cover details such as the services solution, scopes of work, and service level agreements (SLAs).

DISCUSSION
Unisys has been a valued service provider and has demonstrated their commitment to supporting the City’s IT needs. With the agreement set to expire on June 30, 2025, and in consideration of the City of Santa Clara Page 1 of 3 Printed on 5/23/2025
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25-337 Agenda Date: 5/27/2025
specialized expertise required to manage and maintain the City’s IT infrastructure and applications, City staff recommends a short-term extension of the agreement to ensure continuity of services.

Staff is seeking authority to negotiate and execute Amendment No. 1 to the agreement to extend the term by six months through December 31, 2025, and to increase compensation by $4,359,478, for a revised not to exceed maximum compensation of $74,363,020. This short-term extension will allow staff the necessary time to finalize negotiations for a longer-term extension of up to three years. This short-term extension will maintain current service levels and contract provisions wherever feasible.

As permitted under the agreement, Unisys will apply a price adjustment increase, estimated at 2.1%, tied to the Consumer Price Index (CPI). The Amendment will address application of CPI-based increases to both Staff Labor Rates and Resource Unit Fees.

Negotiations for the longer-term extension have required detailed analysis and review of the MSA and accompanying schedules, and extensive discussions with Unisys. Staff anticipates returning to City Council within the next few months with a recommendation for the longer-term extension.

The proposed longer-term extension (expected to run through 2028) will help to ensure uninterrupted IT services during major planned events in 2026. In addition, it will allow sufficient time to conduct a sourcing and service delivery strategy, and evaluate, plan, and conduct a new competitive procurement process for the City’s next generation IT service delivery.

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

FISCAL IMPACT
The FY 2025-26 Proposed Operating Budget includes funding for Unisys services in the Information Technology Services Fund. The six-month extension will increase compensation by $4,359,478, for a total not to exceed $74,363,020.

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

RECOMMENDATION
Authorize the City Manager or designee to negotiate and execute Amendment No. 1 to the Master Agreement with Unisys Corporation for Information Technology Outsourcing Services to increase the maximum compensation by $4,359,478, for a revised not to exceed total amount of $74,363,020. and City of Santa Clara Page 2 of 3 Printed on 5/23/2025
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25-337 Agenda Date: 5/27/2025
to extend the term of the agreement for an additional six months through December 31, 2025, 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 Department Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. Original Agreement and RTC 13.B1

2. RTC 21-706 and Option Documents
City of Santa Clara Page 3 of 3 Printed on 5/23/2025
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City of
Santa Clara
The Center of Wh&t's Possible
Date: May 16, 2017
To: City Manager for Council Action
Executive Director for Stadium Authority Information
From: Director of Information Technology/Clo
AGENDA ITEM#: / 3, 8 /

AGENDA REPORT
Subject: Approval of Agreement with Unisys Corpo_ration for Information Technology Outsourcing Services

EXECUTIVE SUMMARY
The City has engaged information technology outsourcing services for over 30 years. The current agreement with Unisys Corporation, approved by Council in August 2009, will complete its term on June 30, 2017. In January 2016 .Council approved a contract with Avasant, LLC, a sourcing advisory firm for its expertise in defining a new IT sourcing strategy, request for proposal, selection process, contract agreements and negotiations.

The study and market based analysis led to the determination that IT Services Outsourcing, and conducting a formal Request for Proposal (RFP) for such services was in the best interest of the City. The RFP was issued December 2, 2016 and included updated service requirements for all major service areas including IT infrastructure, applications and web, departmental IT solutions, and cross-functional services, such as cyber security, project management, and other critical deliverables.

Four firms filed an intent to bid with the City and two firms, CGI Group and Unisys Corporation, submitted qualified proposals. Both providers were invited to participate in an extensive evaluation process followed by updated proposals and reference checks being performed. The comprehensive selection strategy and high degree of departmental participation allowed the City to take a holistic view of its IT needs and select a provider that most closely aligned to that vision. Staff focused on the following strategic goals throughout the sourcing process:
• Optimize IT infrastructure, systems, and processes across the City • Enable applications modernization and business process streamlining • Establish a comprehensive cybersecurity program to protect City assets and user privacy • Source affordable IT services in support of delivering superb city services As a result of this process and key selection criteria, Unisys Corporation's proposal best met the needs of the City and was selected for final contract_ negotiations. • Subject: Approve Agreement with Unisys Corporation for Information Technology Outsourcing Services

Page 2 ends

The enhanced performance based contract with Unisys continues to mature IT services while making strategic changes to provide greater value to the City. The contract provides for 24x7 management of mission critical systems, cybersecurity services, application management for 180 applications, infrastructure management and project management. Improved end user services is a key focus area with an emphasis on increasing service desk and field service knowledge of department needs and providing· users with value-added tools and processes.

As part of the transition to the·new contract, Unisys will completely replace the information technology service management (ITSM) applications utilizing the ServiceNow platform, and will be implementing additional industry best practices for service and project delivery.

Based on this thorough process, staff recommends awarding the IT Services Contract to Unisys Corporation for a four-year term, with the options for four one-year extensions at the City's discretion. It is desirable that these types of service contracts be long term to negotiate better terms, and to erisure consis~ency of staffing and expertise. Past City IT outsourcing agreements have been in the five-year range with additional option years.

As true with multi-year agreements, the execution of the term of this Agreement is contingent on annual Council budget appropriations.
• A copy of the Agreement for the Performance of Services with Unisys Corporation can be viewed on the City's website and is available in the City Clerk's Office for review during normal business hours.

ADVANTAGES AND DISADVANTAGES OF ISSUE
This agreement supports the updated IT mission and provides for a higher level of IT services in support of City and departmental services to the community and management of critical systems. The agreement'is in line with market pricing.

There are no identified disadvantages to this Agreement.

ECONOMIC/FISCAL IMPACT
The cost of agreement with Unisys Corporation for Information Technology Services will not exceed $36,522,000 over the initial 4-year term of the contract. The planned cost associated with FY 2017/18 is $8,143,000.

The appropriation will be budgeted in FY 2017/18 in various funds and departments General Government Capital Project account (539-33XX-80XXX-6103); General Fund Operating Account (001-1931-87870); in the Electric Department Operating Accounts (191-1312-87870) and (091- 13XX-87870); and the Stadium Authority Operating Account (870-8345-87800). Appropriations for future years will be requested and approved through the annual budget process.

Subject: Approve Agreement with Unisys Corporation for Information Technology Outsourcing Services

Page 3 ends

RECOMMENDATION
That the Council approve, and authorize the City Manager to execute the Agreement for the Performance of Services with Unisys Corporation for Information Technology Outsourcing Services, for a total a aunt not to exceed $36,522,000.00 over the initial term of the contract.

Gaurav Garg
Director of Information Technology/CIO
APPROVED:
~:1. I~
City Manager
Executive Director for Stadium Authority
Documents Related to this Report:

Certified as to Budget Form: ok.,tf •
001-1931-87870 $7,678,000.00
539-33XX-80XXX-6103 $ 325,000.00
191-1312-87870-F94100 $ 50,000.00
091
~
-13XX-87870-F92300 $ 50,000.00
40,000.00 •,(-µ
-4.- AngelaKraetsch
Acting Director of Finance
Acting Finance Director for Stadium
Authority

FIVE COUNCIL VOTES
Master Service Agreement for Information Technology Outsourcing Services by and between City of Santa Clara and Unisys Corporation

COUNCIL AND AUTHORITIES

AGENDA MATERIAL ROUTE SHEET
Council Date: -=5_,_/1:...:6,:.:.../_,_17,__ __ _
SUBJECT: Approve Aqreement with Unisys Corporation for Information Technology Outsourcing Services
PUBLICATION REQUIRED:

The attached Notice/Resolution/Ordinance is to be published ___ time(s) at least ___ days before the scheduled meeting/public hearing/bid opening/etc., whic~ is scheduled for _ _ _ AUTHORITY SOURCE FOR PUBLICATION REQUIREMENT:

Federal Codes: California Codes:

Title __ Code ___ § __ _ _ U.S. C. § __ _
(Titles run 1 through 50) (i.e., Government, Street and Highway, Pub/le Resourc~s) California Regulations: Federal Regulations:

Title ___ C.F.R. § __ _
(Titles run 1 through 50)
Title ___ California Code of Regulations § __ _
(Titles run 1 through 28)
City Regulations:

City Charter§__ City Code § __ (I.e., 1310. Public Worl<s Contracts. Notice published at least once at least ten days before bid opening) Reviewed and approved:

1. As to City Functions, by

2. As to Legality, by
Assign. No Uo.1317

3. As to Environmental Impact Requirements, by N/A
Director of Community Development

4. As to Substance, by
~ CrtyMaa~ ~
* Agenda Material Route Sheet required for all agreements, contracts, resolutions, ordinances, notices requiring publication, master plan reports and grant applications C:\(S)Drive\AgendaReportProcesslng\FormsAndlnfonnatlon\WhiteRouteSheetForAgendaMaterial.doc Rev. Date 01-18-17

MASTER SERVICE AGREEMENT

FOR INFORMATION TECHNOLOGY OUTSOURCING SERVICES
BY AND BElWEEN

CITY OF SANTA CLARA
AND

UNISYS CORPORATION
Master Service Agreement

TABLE OF CONTENTS

1. INTERPRETATION ............................................................................................................................... 4

2. AGREEMENT STRUCTURE ......................................................................... ........................................ 5

3. SCOPE OF SERVICES ......................................................................................................................... 5

4. TRANSITION ......................................................................................................................................... 8

5. OPERATION ......................................................................................................................................... 9

6. INDEPENDENT CONTRACTOR ........................................................................................................ 12

7. SERVICE PROVIDER STAFF ............................................................................................................ 12

8. FACILITIES USE ................................................................................................................................. 15

9. MANAGED AND ASSIGNED AGREEMENTS .................................................................................... 16 (1 0. SERVICE LEVELS .......................................................................................................................... 18 11 . PAYMENT TERMS .............................................................................. , ........................................... 18

12. MOST FAVORED CUSTOMER ...................................................................................................... 20

13. BENCHMARKING ........................................................................................................................... 20

14. COMPLIANCE AND AUDIT ............................................................................................................ 20

15. TERM AND TERMINATION ............................................................................................................ 23

16. INTELLECTUAL PROPERTY RIGHTS ........................................................................................... 27

17. CUSTOMER DATA AND INTANGIBLE PROPERTY ..................................................................... 29

18. SECURITY AND CONFIDENTIALITY ............................................................................................. 29 ·19. REPRESENTATIONS, WARRANTIES, AND COVENANTS .......................................................... 31

20. ADDITIONAL COVENANTS ............................................................................................................ 32

21. GOVERNANCE ............................................................................................................................... 33

22. INDEMNIFICATION ......................................................................................................................... 35

23. DAMAGES ....................................................................................................................................... 37

24. INSURANCE ................................................................................................................................... 39

25. FORCE MAJEURE .......................................................................................................................... 39

26. NOTICES ......................................................................................................................................... 40

27. NON-SOLICITATION ...................................................................................................................... 41

28. RELATIONSHIP ..................................... : ........................................................................................ 41

29. SEVERABILITY ............................................................................................................................... 41

30. WAIVER ........................................................................................................................................... 41

31. PUBLICITY ...................................................................................................................................... 42

32. GOVERNING LAW .......................................................................................................................... 42

33. ASSIGNMENT AND DIVESTITURE .............................................................................................. .42

34. GOOD FAITH .................................................................................................................................. 42

35. FURTHER ASSURANCES ............................................................................................................. .42

36. NO THIRD PARTY BENEFICIARIES ....................................................................................... : ..... .42

37. COUNTERPARTS ........................................................................................................................... 43

38. ENTIRE AGREEMENT .................................................................................................................... 43

Page 2 of 44 ends

Master Service Agreement
Schedule 1
Schedule 2
Schedule 3
Schedule 4
Schedule 5
Schedule 6
Schedule 7
Schedule 8
Schedule 9
Schedule 10
Schedule 11
Schedule 12
Schedule 13
Schedule 14
Schedule 15
Schedule 16
Schedule 17
Schedule 18
Schedule 19
Schedule 20
Schedule 21
Schedule 22
Schedule 23
Schedule 24
Schedule 25
Schedule 26
Schedule 27
Schedule 28
Schedule 29
Schedule 30

TABLE OF SCHEDULES
Definitions
Final Service Tower Solutions
Statements of Work
Service Levels
Fees
Benchmarking
Reports
Managed and Assigned Agreements
Key Service Provider Personnel
Security Protocol
Acceptance Procedures
[RESERVED]
Transition Services and Deliverables
Change Control Procedures
Service Locations
Termination Assistance
Governance Model
Approved Subcontractors
Customer Software
[RESERVED]
[RESERVED}
Service Provider Software and Service Provider Materials Disaster Recovery Plan
Consents
[RESERVED]
Invoice Format
Internal Controls and Procedures
Financial Responsibility Matrix
Customer Insurance Requirement
Customer Ethics Policy

Page 3 of 44 ends

I .

Master Service Agreement
THIS MASTER SERVICE AGREEMENT ("Agreement" and "MSA") is entered into as of July 1, 2017 ("Effective Date") by and between the City of Santa Clara, California, a chartered California municipal corporation and its affiliated local agencies with its primary business address at 1500 Warburton Avenue, Santa Clara, California 95050 ("City" and "Customer"); and Unisys, a Delaware corporation, with its principal place of business located at 801 Lakeview Drive, Suite 100, Blue Bell, Pennsylvania 19422 ("Service Provider" and "Contractor"). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement." WHEREAS, in response to Customer's request for proposals to provide certain information technology outsourcing services to Customer ("Request for Proposal"), Service Provider submitted to Customer its proposal to provide informa_tion technology outsourcing services to Customer ("Proposal"); and
WHEREAS, Service Provider has represented that it is a competent, qualified, and experienced provider of IT services of the type required by this Agreement, and has advised City that it can fulfill and satisfy the requirements of this Agreement.

WHEREAS, based on the Proposal, Customer and Service Provider have engaged in extensive negotiations and discussions that have culminated in the formation of the relationship described in this Agreement with respect to the information technology outsourcing services in order to:

Create advantage for Customer and Customer's end-users through the outsourcing of the Services (as defined below), achieve best-in-class standards and sustain and enhance such standards through continuous improvement;
Reduce Customer's current expenditure on operations and support activities for IT systems by obtaining competitive market prices and introducing best of breed support processes through the provision of the Services as provided in this Agreement; Improve Service Levels through regular assessment and reviews of all processes and procedures for the performance of the Services, and improve overall productivity to provide significant value to Customer; and
Provide a prompt and smooth Transition (as defined below) of the Services in accordance with the Transition Plan (as defined below) with minimum disruption to Customer's business.

NOW THEREFORE, the Parties hereby agree as follows:

1. INTERPRETATION

1.1 Defined Terms. The defined terms used in this Agreement will have the meanings set forth in Schedule 1 or stated where they first appear, unless the context clearly requires otherwise.

1.2 Reference to Statutes. A reference to any statute, enactment, order, regulation or other similar instrument will be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent statute, enactment, order, regulation or instrument or as contained in any subsequent re-enactment thereof.

1.3 Headings. Headings are in this Agreement for ease of reference only and will not affect the interpretation or construction of this Agreement.

1.4 Interpretation. The recitals above are (i) intended as a general statement of purposes for this Agreement; and (ii) are not intended to expand or contract the scope of the Parties' obligations or to alter the plain meaning of this Agreement's terms and conditions. However, the Parties do intend that the Agreement be interpreted and performed in a manner consistent with these objectives.

Page 4 of 44 ends

Master Service Agreement

1.5 Section References. References to Articles, Sections, Schedules and Appendices are, unless otherwise provided, references to articles, sections, schedules and appendices to this Agreement.

1.6 [RESERVED].

1.7 Waiver of Presumption. The Parties are sophisticated and have been represented by counsel during the negotiation of this Agreement. As a result, any presumption or rules of construction relating to the interpretation of contracts against the drafter thereof should not apply. The Parties hereby waive any such presumption or rule.

2. AGREEMENT STRUCTURE

2. 1 General. This Agreement sets out the Parties' agreement as to the provision of Services from Service Provider to Customer.

2.2 2.3
!RESERVED].
(RESERVED].

2.4 Order of Precedence. This Agreement, all Schedules thereto, will be construed to be consistent, insofar as reasonably possible. In the event of any conflict between the provisions of the Master Service Agreement, the Schedules thereto, the conflict will be resolved in accordance with the following order of precedence: first, the Master Service Agreement; and second, the Master Service Agreement Schedules; provided, however, that any specific description of any service or other performance obligation in any Schedule will supersede any inconsistent general reference in the relevant agreement.

2.5 Amendment. Modification. This Agreement may only be amended, varied or modified by further written agreement of authorized representatives of Service Provider and Customer. Any such amendment, variation or modification will be binding upon both Parties.

2.6 2.7

2.8 2.9
(RESERVED).
(RESERVED].
[RESERVED].
[RESERVED].

3. SCOPE OF SERVICES

3.1 Services. Commencing on the effective date of each Service, whether under this Agreement and its Schedules, and continuing throughout the term of said agreements, Service Provider will be responsible for providing to Customer:

3.1.1 The tasks, services, functions and responsibilities described in this Agreement (the services, functions and responsibilities described in the Schedule 3, Service Description, attached hereto), or in any of the other associated Schedules, Appendices or other documents attached to this Agreement and incorporated herein by reference;

3.1.2 The services, functions and responsibilities being performed within the twelve (12)-month period prior to the Effective Date by Customer's personnel or contractors whose services, functions or responsibilities are displaced or transitioned as a result of this Agreement, even if the service, function or responsibility is not specifically described in this Agreement or any Service Description;

Page 5 ends

Master Service Agreement

3.1 .3 The services, functions and responsibilities contemplated by the Customer's Base Case;

3.1.4 Any services, functions or responsibilities not specifically described in this Agreement, but which are inherent in or necessary for the proper performance and delivery of the Services and not otherwise expressly excluded by the Parties;

3.1.5 Other miscellaneous activities related to the Services that Customer may request from time to time that do not require additional resources or affect Service Levels or other agreed performance standards; and

3.1.6 If any functions not specifically described in this Agreement are required, necessary or customary for, or incidental or ancillary to, the proper performance and provision of the Services in accordance with the requirements of this Agreement (including the performance .standards}, such functions will be deemed to be implied by and included within the scope of the Services (and provided to Customer at no additional charge) to the same extent and in the same manner as if expressly described in this Agr~ement.

3.2 Project Services. The Services contain certain Project Services. Personnel assigned to perform Project Services will possess the training, education, skills and competence necessary to perform their assigned responsibility, and unless Customer otherwise agrees, will be chosen from personnel ordinarily assigned to the performance of Services for Customer. When Service Provider proposes additional staff or resources for Project Services, Customer, at its option, may: (i) temporarily relieve Service Provider of Service Level obligations, so that Services may be performed with available staff or resources, without additional Charges or undue impact upon operations or user satisfaction; or (ii) authorize additional staff and resources, for which Customer will pay based on approved contract rate card, or (iii) adjust against any available credits to the Customer. There will be no additional charge for Project management performed by Contract Staff ordinarily assigned to performance of Services for Customer.

3.3 Location of Services. All Services will be provided by the Service Provider either at Customer premises or from the Service Provider Service Location specified in the applicable Service Description within the United States. No Services, in part or in full,-will be performed from any Service Provider Service Location outside the United States, without expressed agreement of the Customer.

3.4 Reports. Service Provider will provide to Customer, the monthly and other periodic reports concerning Service Provider's service and performance specified in Schedule 7, Reports, such as data that are necessary and appropriate for the calculation and/or review of Service Levels and weekly time sheets for Customer dedicated personnel reflecting activities performed by the Service Provider.

Additional reporting requirements and change procedures related to reporting are specified in Schedule 17, Governance Model. Periodic reports may be based upon Service Provider's standard forms of reports to its customers, if they provide the information that Customer reasonably requires or the reporting shall be based on the format specified by the Customer. Reporting requirements will contain read-only online access for responsible Customer management to tools used to manage delivery of service (e.g., "dashboards" for Service Level performance, trouble-ticket systems). Service Provider will provide all tools and procedures required for reporting Service Levels are implemented and customized as required at no additional cost to Customer.

3.5 [RESERVED].

3.6 Out-of-Scope Services and New Services. Customer may from time to time request that Service Provider perform an Out-of-Scope Service and New Services. Within five (5) business days of Customer's request, Service Provider will provide Customer with a written proposal for such Out-of-Scope Service or New Services that will address (i) a description of the services, functions and responsibilities Service Provider anticipates performing in connection with such Out-of-Scope Service or New Services; (ii) a schedule for commencing and completing such Out-of-Scope Service or New Services with commencement not later than thirty (30) days after Customer's approval (if any) of such Out of Scope

Page 6 of 44 ends

City Council and Authorities ConcurrentMay 27, 2025

City Council and Authorities Concurrent
May 27, 2025