City Council and Authorities Concurrent
June 24, 2025

6.1.2.6. 7 Estimated total amount (indicate if basis is fixed fee or time-and-materials)

6.1.2.6.8 Payment schedule (if a fixed fee, payments must be tied to successful completion of
milestones/deliverables)

6.1.3 When requested by City, Contractor shall include a proposed project schedule including expected start and end dates. The project schedule shall indicate any activities, products, or materials that may impact the project timeline, including, but not limited to, lead times for material sourcing, shipping and receiving delays, or other sources of potential schedule risk.

SVP and Contractor may negotiate final schedule which shall be included in final Work Authorization (a Purchase Order shall be attached to the Work Authorization). The Work Authorization shall be incorporated into the Agreement and shall form part of the Services.

6.1.4 The City shall review the quote and, if there are no issues or concerns, City will approve the quote from the awarded contractor and provide written authorization for Contractor to begin the Services (Work Authorization). The Work Authorization shall be incorporated into the Agreement and shall form part of the Services.

6.1.5 Except in the case of emergency work which shall follow the process in Section 6.2., at no time shall Contractor begin work without a Work Authorization

6.1.6 Work Authorization may only be given by a Division Manager, Senior Division Manager, Assistant Director, Chief Electric Utility Operating Officer, or Chief Electric Utility Operating Officer or (email is acceptable). City shall not be required to pay a deposit or any other form of pre-payment prior to the Contractor beginning work.

6.2 Emergency Work

6.2.1 An Emergency Work Authorization should be utilized only in instances of a threat to public health or safety, loss of or damage to property, or serious disruption to essential services. An emergency is defined as an unforeseen event, circumstance, or combination of circumstances that the City reasonably determines to require immediate action.

6.2.2 An Emergency Work Authorization, which does not need to be in writing, may only be authorized by the Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer through an email; provided that, if that is not possible a verbal authorization may be made. Such verbal authorizations will be confirmed Agreement with Geocon Consultants, lnc./Exhibit A-Scope of Services Rev. 07-01-18

by the City in writing within three business days. When emergency services are required, Contractor shall send a quote to the City for the required services as soon as possible, but no later than three (3) business days after starting work. The quote shall be detailed in accordance with this section and shall also include any completed work.

The City will issue a written Emergency Work Authorization (with an attached Purchase Order as soon as reasonably practicable and will memorialize the services performed and such Work Authorization shall be incorporated into the Agreement.

6.3 Contractor shall not initiate any additional services which will extend past the term in Section 2 of the Agreement or exceed the maximum compensation in Section 6 of the Agreement.

SECTION 7. APPLICABLE LAWS AND REGULATIONS

7.1 Contractor shall be informed of and comply with all applicable present and future federal, state, and local regulations, ordinances and codes.

7.2 Where any applicable laws or ordinances conflict with the City's requirements, the more stringent requirement(s) shall be followed. Contractor's failure to be thoroughly familiarized with the provisions of any applicable federal, state, and local regulations, ordinances and codes shall not relieve Contractor from compliance with the obligations and penalties resulting therefrom.

SECTION 8. PERMITS AND LICENSES
Contractor shall obtain, maintain, and pay for all licenses, permits, and certificates required by any statute, ordinance, rule, or regulation.

SECTION 9. WORK AREA

9.1 Contractor shall ensure that the work site is free from all surplus materials, waste materials, debris, spills, dirt and rubbish caused by Contractor's performance of the Services. Upon completion of the scheduled Services or at the end of each day, whichever comes first, Contractor shall ensure the work area is in a clean safe condition. The City shall be the sole judge as to the adequacy of the cleanup.

9.2 Contractor shall follow all directions of City with regard to clean-up both during the course of and upon completion of the Services. If Contractor fails to clean up the work area within forty-eight hours (48) after demand by the City, City may charge Contractor for any costs of clean-up or other work required to adequately protect the SVP's electrical or other facilities or to restore work area to a safe condition.

City may invoice Contractor or deduct costs from Contractor's invoice at City's sole discretion.

Agreement with Geocon Consultants, lnc./Exhibit A-Scope of Services Rev. 07-01-18

SECTION 10. CONTRACTOR'S EQUIPMENT, TOOLS, AND MATERIALS

10.1 All equipment, tools (including any specialty tooling), and materials required for the execution of the Services shall be provided by Contractor. City will not loan tools or equipment to Contractor. Neither the Contractor nor its workers shall attempt to borrow tools or other materials from SVP personnel.

10.2 Tools and equipment shall be kept in proper operating condition and used only for the purpose for which they were designed. SVP reserves the right to suspend Services if improper tools or equipment are being used or operated.

10.3 Tools and equipment shall be safely stored overnight under lock and key. Loss of any tools or equipment shall be reported immediately to SVP.

10.4 All vehicles, equipment, and ladders shall be secured when not in use. Keys shall not be left in any vehicles or equipment when not in use. SVP will not be responsible for the loss of tools, equipment, or materials.

SECTION 11. DISPOSAL OF WASTE & SCRAPS

11.1 All wastes generated or encountered in the performance of Services must be managed in accordance with all applicable local, State, and federal regulations and laws. Unless otherwise specified in the applicable Work Authorization, Contractor is solely responsible for arranging and implementing the proper handling, management, storage, transport, and disposal of all wastes including any hazardous materials.

11.2 Contractor shall provide the City with a written report of all disposal of materials within twenty-four (24) hours of disposal unless a shorter timeline is required by local, state, and/or federal regulations.

11.3 Contractor shall recycle all material scraps, and credit the value to the City.

SECTION 12. SAFETY

12.1 Safety must always be the top priority. Contractor must take all necessary precautions for the safety of all persons on the work site. Contractor must erect and properly maintain at all times, as required by the conditions and progress of the Services, all necessary safeguards for the protection of all persons and the public including posting danger signs and warnings against known or unusual hazards.

12.2 Contractor's employees (including any subcontractors) shall utilize appropriate Personal Protective Equipment (PPE) and Fire Resistant (FR) clothing, as required.

Any required PPE and FR clothing shall be provided at the expense of Contractor.

Agreement with Geocon Consultants, lnc./Exhibit A-Scope of Services Rev. 07-01-18

SECTION 13. INJURY/PROPERTY DAMAGE
Contractor shall notify the City immediately in the event of an injury or property damage that occurs during the performance of the Services. Contractor shall investigate the reported injury or damage upon request from SVP and provide SVP with regular updates including all accident reports until the investigation is resolved. SVP reserves the right to perform its own investigation. Should SVP choose to conduct its own investigation, Contractor shall assist as required.

SECTION 14. CONTRACTOR PERSONNEL

14.1 Project Manager/On-Site Supervisor
Contractor must designate one (1) Project Manager or On-Site Supervisor to communicate with the City during the performance of Services. The Project Manager/On-Site Supervisor is the designated point of contact for the City to communicate work tasks and receive feedback. The Project Manager/On-Site Supervisor must be capable of communicating effectively with SVP staff.

14.2 Staffing

14.2.1 Contractor shall be responsible for its employees' professional and technical competence and will select appropriate individuals who are qualified, certified, and/or licensed to perform the assigned task.

14.2.2 Contractor shall ensure its employees and any subcontractors supply proper identification when requested by the City.

14.2.3 Contractor shall inform SVP immediately of any change in key personnel assigned to this agreement. Contractor shall submit the resumes and other qualifications of the proposed replacement employee(s) to SVP for review and approval.

14.3 Employee Training

14.3.1 At Contractor's sole cost and expense, Contractor shall provide recurring, periodic (no less than annual) training to its employees (including subcontractors) appropriate to the duties and responsibilities of each employee.

14.3.2 It is essential that all employees be thoroughly trained and familiar with the equipment and procedures to be followed.

14.3.3 Training shall follow Contractor's standard policies and procedures and shall be in compliance with all applicable federal, state, and local laws, including but not limited to safety and injury prevention training requirements contained in the OSHA standards.

Agreement with Geocon Consultants, lnc./Exhibit A-Scope of Services Rev. 07-01-18

14.3.4 Contractor shall be familiar with SVP's operating standards. All employees are required to watch SVP's safety video once per calendar year or prior to the commencement of the Services.

14.3.5 At the City's request, Contractor shall submit copies of training records for its employees.

14.4 Standards of Conduct

14.4.1 Contractor shall be solely responsible for its employees while on or about the work site, including but not limited to, maintaining discipline, ensuring standards of conduct are adhered to, and enforcing safety policies, procedures, and orders. Contractor shall ensure that while on or about the work site, its employees do not:

14.4.1.1 Display a discourteous, abrupt, abrasive, or belligerent attitude.

14.4.1.2Possess or use alcohol, narcotics, firearms, or illegal drugs.

14.4.1.3Use any prescribed or over-the-counter medications which can potentially impair the employee's ability to perform the Services safely.

14.4.1.4 Present or identify themselves as employees of the City of Santa Clara.

14.4.1.5 Have firearms, narcotics, drugs, intoxicants, or other restricted materials.

14.4.2 The City reserves the right, at its sole discretion, to refuse the Services of any particular Contractor employee. In such case, Contractor shall immediately remove the said employee and provide a replacement.

Contractor shall determine appropriate disciplinary actions in accordance with its own policy, a copy of which may be requested by the City at any time.

14.4.3 In the event that a complaint is made against a Contractor employee, Contractor shall notify the City immediately and provide a written explanation detailing how the situation was resolved.

SECTION 15. E-BUILDER

15.1 When required by City, Contractor shall use utilize e-Builder for the submission of data and documents throughout the term of this agreement.

15.2 e-Builder is a web-based construction management application hosted by eBuilder, Inc. For certain projects to be defined by the City, e-Builder shall be the Agreement with Geocon Consultants, lnc./Exhibit A-Scope of Services Rev. 07-01-18

primary means of project information submission and management or as otherwise agreed upon with the City.

15.3 The City will establish the Contractor's access. toe-Builder by providing licenses to Contractor's personnel at City's cost. The Contractor's designated users will be required to set up their computers/systems to use e-Builder in accordance to theeBuilder User Training Guide. The City reserves the right to limit the licenses issued to Contractor in the future.

15.4 Contractor is required to obtain all necessary training to use the software. The City will provide one classroom training or a web-based seminar. A training session is 1 - 2 hours.

15.5 e-Builder is a web-based environment and therefore it is subject to the inherent speed and connectivity limitations of the Internet. Contractor is responsible for its own connectivity to the Internet. e-Builder's response time is dependent on the Contractor's equipment, including processor speed, Internet access speed, etc., and current traffic on the Internet. The City will not be liable for any delays associated with the usage of e-Builder including, but not limited to slow response time, downtime periods, connectivity problems, or loss of information. The Contractor shall ensure connectivity to the e-Builder system whether at the home office or job site. Under no circumstances will the usage of e-Builder be grounds for a time extension or cost adjustment to the Contract.

15.6 Data entered in a collaborative mode ( entered with the intent to share as determined by permissions and workflows within the e-Builder system) by the City and the Contractor will be jointly owned.

15.7 Contractor is responsible for managing, tracking, and documenting the Services to comply with the requirements of this Agreement. The City's acceptance via automated system notifications or audit logs extends only to the face value of the submitted documentation and does not constitute a validation of the Contractor's submitted information.

15.8 At the City's sole discretion, project documents may be processed and distributed digitally over the internet or may be required to be presented in hard copy format.

15.9 While regular email may still be used for communication, when requested by the City, e-Builder shall be utilized as much as possible in connection with all document and information management required in the performance of projects where City has directed the use of e-Builder. Contractor shall be responsible for scanning or otherwise converting to electronic format all project submittals and Contractor correspondence, drawings, sketches, etc., and uploading them to the e-Builder website and shall be responsible for the validity of the information placed in eBuilder. The Contractor shall utilize the existing forms and processes in e-Builder to the maximum extent possible. If a required form does not exist in e-Builder, the Contractor shall include a form of its own or one provided by the City (if available) Agreement with Geocon Consultants, lnc./Exhibit A-Scope of Services Rev. 07-01-18

as an attachment to a submittal or process. Documents and information to be submitted electronically include, but are not limited to:

15.9.1 Correspondence

15.9.2 Meeting Minutes

15.9.3 Submittals and Shop Drawings

15.9.4 Product Data, reports, certifications, etc. must be submitted in PDF. (If a sample can be scanned, it is requested that a scanned PDF copy be submitted with the sample.

15.9.5 Requests for Information (RFl's)

15.9.6 Submittals and Shop Drawings

15.9.7 Change Order requests and documentation, including record copies of change orders, proposals, and modifications.

15.9.8 Pay Applications

15.9.9 "Official" correspondence (such as letters) including informal correspondence, such as email.

15.9.10 Pre-Task Plans (PTPs)

15.9.11 Daily Construction Reports and other Daily Reports including Contractor Quality Control (CQC) Reports

15.9.12 All official reports, such as Commissioning reports

15.9.13 Notices and Claims

15.9.14 Operations and Maintenance Manuals

15.9.15 All Close-out documents, and

15.9.16 All testing results

15.10Archive Copies: When requested by City, Contractor shall keep an archive copy of all digital data created by Contractor, or submitted to Contractor via e-mail, or resident on thee-Builder for the duration of the Project. Such data shall be available to City, and authorities with the jurisdiction (including funding agencies or representatives) on demand.

15.11 Should the City replace e-Builder with a different project management tool, Contractor, and subcontractors shall be required to utilize the new project management tool selected by the City.

Agreement with Geocon Consultants, lnc./Exhibit A-Scope of Services Rev. 07-01-18

APPENDIX A-1

TYPES OF MATERIALS TESTING AND INSPECTION SERVICES
Appendix A-1 lists the types of material testing and inspection services that may be required. Not all testing listed herein will be required for all projects. Other additional activities may be required by SVP than shown in this Appendix.

SECTION 1. NATIVE SOIL - SUBGRADE

1.1 Field sampling

1.2 Laboratory testing, American Society for Testing and Material (ASTM) ASTM D 1557

1.3 Field compaction testing

1.4 Moisture Content

1.5 Unit Weight

1.6 Maximum Density/Optimum Moisture

1.7 Relative Compaction
SECTION 2. TRENCH BACKFILL

2.1 Field sampling of sand

2.2 Laboratory testing ASTM D 1557

2.3 Field compaction testing
SECTION 3. BASE ROCK

3.1 Stockpile sampling

3.2 Laboratory testing ASTM D 1557

3.3 Field compaction testing
SECTION 4. AGGREGATES

4.1 Sieve Analysis

4.2 Unit Weight and Voids

4.3 Soundness

4.4 Abrasion Resistance
Agreement with Geocon Consultants, Inc/Appendix A-1 Types of Materials Testing and Inspections Services Page 21 of 42
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4.5 Sand Equivalent

4.6 Durability

4.7 Cleanness
SECTION 5. CONCRETE FIELD

5.1 Concrete placement inspection

5.2 Concrete sampling

5.3 Reinforcing steel inspection

5.4 Non-shrink grout placement

5.5 Non-shrink grout sampling

5.6 Pier drilling and concrete placement inspection

5.7 Slump
SECTION 6. CONCRETE LAB

6.1 Field sample pick-up

6.2 Concrete compression ASTM C 39

6.3 Non-shrink grout compression ASTM C 1090

6.4 Unit Weight and Voids

6.5 Air Content

6.6 Compressive Strength (cylinders)

6.7 Compressive Strength (cores)

6.8 Flexural Strength (beams)
SECTION 7. REINFORCING STEEL

7.1 Tensile & Bend

7.2 Inspection of Placement

7.3 Inspection of Welding
Agreement with Geocon Consultants, Inc/Appendix A-1 Types of Materials Testing and Inspections Services Page 22 of 42
Rev. 07-01-18
SECTION 8. MASONRY FIELD

8.1 Full time placement inspection

8.2 Reinforcing steel inspection

8.3 Grout placement inspection

8.4 Grout sampling

8.5 Mortar sampling

8.6 Masonry block sampling
SECTION 9. MASONRY LAB

9.1 Grout prism- compression test ASTM C 1019

9.2 Masonry composite prism compression test ASTM C 1314

9.3 Mortar compression test ASTM C 780
SECTION 10. ASPHALT FIELD

10.1 Asphalt placement inspection

10.2 Asphalt field sampling

10.3 Field compaction testing
SECTION 11. ASPHALT LAB

11.1 Bulk Sp. Gravity - density

11.2 Hveem compaction- Plant mix

11.3 Hveem test max. density

11.4 Relative Compaction

11.5 Stability and Flow

11.6 Stabilometer

11.7 Core Thickness

11.8 Asphalt Extraction

11.9 Asphalt Binder Content
Agreement with Geocon Consultants, Inc/Appendix A-1 Types of Materials Testing and Inspections Services Page 23 of 42
Rev. 07-01-18
SECTION 12. CONCRETE ANCHORS

12.1 Anchor/dowel installation inspection

12.2 Proof load testing inspection
SECTION 13. STRUCTURAL STEEL

13.1 Field AL bus welding inspection

13.2 Embed plate we-lding of bldg. and transformers

13.3 Field weld ultrasonic inspection

13.4 Sample & Test (list specific members below)

13.5 Shop Identification & Welding Inspection

13.6 Shop Ultrasonic Inspection

13.7 Shop Radiography

13.8 Field Welding Inspection

13.9 Field Bolting Inspection

13.10 Field Ultrasonic Inspection

13.11 Field R~diography
SECTION 14. GEOTECHNICAL
Perform compaction testing per the following Caltrans Standard Specifications:

14.1 Earthwork - Section 19
SECTION 15. CONCRETE
Verification and Continuous Periodic Referenced CBC
Inspection Standard Reference

1. Inspection of reinforcing --- X American 1913.4
steel, including pre- Concrete Institute
stressing tendons and (ACI) ACI 31B:
placement. 3.5, 7.1"-7.7

2. Inspect bolts to be X --- --- 1911.5
installed in concrete prior
to and during placement of
concrete where allowable
loads have been
increased.

Agreement wrth Geocon Consultants, Inc/Appendix A-1 Types of Materials Testing and Inspections Services Page 24 of 42
Rev. 07-01-18

3. Verifying use of required
design mix.

4. At the time fresh
concrete is sampled to
fabricate specimens for
strength tests, perform
slump and air content
tests, and determine the
temperature of the
concrete.

5. Verification of concrete
strength, three cylinders
from point of truck
discharge for each 150 cy
of concrete placed (5
cylinders min}. But at least
three of each 5000 sf of
wall or formed slab,
additional tests if concrete
properties appear to have
chanaed.

6. Inspect formwork for
shape, location and
dimensions of the
concrete member being
formed.

X
X
X
X
ACI 318: Ch.4,

5.2-5.4
ASTM C172
ASTM C31, ASTM
C94
ACI 318: 5.6 5.8
ACI 336.1 (drilled
piers}
ACI 318: 5.6, 6.2
(shore/form
removed)
ACI 318: 6.1.1
1904.2.2,
1913.2,
1913.3
1913.10

15.1 Concrete pre-placement Inspection: Concrete shall not be placed until the forms and· reinforcement have been inspected, all preparations for the placement have been completed, and the preparations have been checked by the inspector of record and special inspector, all subject to the observation of the structural engineer.

SECTION 16. MASONRY

16.1 Engineered masonry in Occupancy Category II, Ill, or IV. The minimum special inspection program for masonry designed by Section 2107 or 2108, or by chapters other than Chapter 6 of ACI 530/ American Society of Civil Engineers (ASCE) ASCE 5/ The Masonry Society (TMS} TMS 402 in structures classified as Occupancy Category II, Ill, or IV, in accordance with Section 1604.5, shall comply with Table M1.

Agreement with Geocon Consultants, Inc/Appendix A-1 Types of Materials Testing and Inspections Services Page 25 of 42
Rev. 07-01-18
TABLE M1

FREQUENCY INSPECTION REFERENCE FOR

CRITERIA

ACI ACI
INSPECTION TASK CONTINUOUS PERIODICALL 530/ 530.1/

DURING TASK YDURING CBC ASCE ASCE
LISTED TASK LISTED SECTION 5/ 6/

TMS TMS
402a 602a

1. As masonry
construction begins, the
following shall be
verified to ensure
compliance:
a. Proportion of site- --- X --- --- Art.
prepared mortar. 2.6A
b. Construction of --- X --- --- Art.
mortar joints 3.38
C. Location of -- X --- --- Art.3.
reinforcement 4,

3.6A

2. The inspection of
proQram shall verify:
a. Size and location of --- X --- --- Art.3.
structural elements. 3G
b. Specified size, --- X --- Sec.1. Art.
grade and type of 13 2.4,
reinforcement 3.4

3. Prior to grouting, the
following shall be
verified to ensure
compliance:
a. Grout space is --- X --- --- Art.3.
clean. 2D
b. Placement of --- X --- Sec. Art.
reinforcement. 1.13 3.4
c. Proportion of site- --- X --- --- Art.
prepared Qrout. 2.68
d. Construction of X --- --- Art.
mortar joints. 3.38

4. Grout placement shall X --- --- --- Art.
be verified to ensure 3.5
compliance with code
and construction
document provisions.

Agreement with Geocon Consultants, Inc/Appendix A-1 Types of Materials Testing and Inspections Services Page 26 of 42
Rev. 07-01-18

INSPECTION TASK

5. Preparation
required
specimens,
specimens
prisms shall
observed
of any
grout
mortar
and/or
be

6. Test 3 prisms prior to
construction and 3
prisms for each 5000 sf
durinQ construction.

7. Compliance with
required inspection
provisions of the
construction documents
and the approved
submittals shall be
verified.

FREQUENCY INSPECTION

CONTINUOUS

DURING TASK
LISTED
X

PERIODICALL

YDURING

TASK LISTED
X
X

REFERENCE FOR

CRITERIA
CBC

SECTION
Sec.
2105.2.
2105.3
Sec.
2105.2.2,
2105.3
ACI
530/
ASCE
5/
TMS
402a
ACI
530.1/
ASCE
6/
TMS
602a
Art.

1.4 Art.

1.4 Art.

1.5 Non-shrink/ expansive grout. The special inspector shall take test specimens and continuously inspect the placement of non-shrink/ expansive grout.

SECTION 17. STRUCTURAL STEEL

VERIFICATION AND CONTINUOU PERIODI REFERENCE CBC
INSPECTION s C D REFERENCE

STANDARD

1. Material verification
of high-strength bolts,
nuts and washers.
a. Identification -- X Applicable - markings to ASTM
conform to material
ASTM specifications:
standards as American
specified in the Institute of
approved Steel
construction Construction
documents. (AISC) AISC
Agreement with Geocon Consultants, Inc/Appendix A-1 Types of Materials Testing and Inspections Services Page 27 of 42
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360, Section
A3.3

2. Inspection of high- AISC 360,
strenQth boltinQ: Section M2.5
a. Bearing-type -- X specification 1704.3.3
connections for structural
b. Slip-critical joints using
connections ASTMA325 or
A490 bolts,
2004 Section
9 3. Material verification
of structural steel:
a. Identification -- -- ASTM A6 or 1708.4
markings to ASTMA568
conform to AWS
specification in
the approved
construction
documents
b. -- - ASTM A6 or
Manufacturers' ASTMA568
certified mill test
reports

4. Material verification
of weld filler materials:
a. Identification --- X AISC 360, --- markings to confirm Section A3.5 ASTM specification in
the approved
construction
documents.
b. Manufacturer's --- X -- --- certification of
compliance required.

5. Inspection welding:
a. structural steel:
1) Complete and X --- AWS D1.1 1704.3.1
partial penetration
Qroovewelds
2) Multi pass fillet X -- welds/
3) Single-pass fillet X -- welds > 5/16"
Agreement with Geocon Consultants, Inc/Appendix A-1 Types of Materials Testing and Inspections Services Page 28 of 42
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I 4) Single-pass
welds s 5/16" fillet I X

17.1 Details The inspector shall perform an inspection of the steel frame to verify compliance with the details shown on the approved construction documents, such as bracing, stiffening, member locations and proper application of joint details at each connection.

17.2 Inspection of shop fabrication: Inspection of shop fabrication shall be required for significant structural detailed connection and fabrication work as directed by the enforcement agency. This inspection shall be made by a qualified inspector approved by the enforcement agency. The inspector shall furnish the structural engineer and the enforcement agency with a report that the materials and workmanship conform to the approved plans and specifications. 17 .3 High-strength bolts Installation of high-strength bolts shall be periodically inspected in accordance with AISC specifications.

17.4 General: While the work is in process, the special inspector shall determine that the requirements for bolts, nuts, washers and paint; bolted parts and installation and tightening in such standards are met. For bolts requiring pre-tensioning, the special inspector shall observe the pre-installation testing and calibration procedures when such procedures are required by the installation method or by project plans or specification; determine that all plies of connected materials have been drawn together and properly snugged and monitor the installation of bolts to verify that the selected procedure for installation is properly used to tighten bolts. For joints required to be tightened only to the snug-tight condition, the special inspector need only verify that the connected materials have been drawn together and properly snugged.
17 .5 Periodic monitoring: Monitoring of bolt installation for pre-tensioning is permitted to be performed on a periodic basis when using the turn-of-nut method with matchmarking techniques, the direct tension indicator method or the alternate design fastener (twist-off-bolt) method. Joints designated as snug tight need be inspected only on a periodic basis.

SECTION 18. WELDING

18.1 Welding: Welding inspection shall be in compliance w_ith American Welding Society (AWS) AWS D1 .1. The basis for welding inspector qualification shall be AWS D1 .1.

18.2 Inspection of welding: Inspection of all shop and field-welding operations including the installation of automatic end-welded stud shear connectors shall be made by a qualified welding inspector approved by the enforcement agency. Such inspector shall be a person trained and thoroughly experienced in inspecting welding operations. The inspector's ability to distinguish between sound and unsound Agreement with Geocon Consultants, Inc/Appendix A-1 Types of Materials Testing and Inspections Services Page 29 of 42
Rev. 07-01-18
welding shall be reliably established. The minimum requirements for a qualified inspector shall be as those for an AWS-certified welding inspector (CWI), as defined in the provisions of the AWS QC1. All welding inspectors shall be as approved by the enforcement agency.

18.3 The ability of each welder to produce sound welds of all types required by the work shall be established by welder qualification satisfactory to the enforcement agency.

18.4 Welding inspections of structural welding shall conform to the requirements of AWS 01 .1, except as modified by this section.

18.5 Welding inspection of cold-formed steel members shall conform to the requirements of AWS 01.3.

18.6 The welding inspector shall make a systematic record of all welds. This record shall include in addition to other required records:

18.6.1 Identification marks of welders.

18.6.2 List of defective welds.

18.6.3 Manner of correction of defects.

18.7 The welding inspector shall check the material, equipment, details of construction and procedure. The inspector shall also check the ability of the welder. The inspector shall verify that the installation procedure for automatic end-welded stud shear connectors is in accordance with the requirements of AWS 01 .1 and the approved plans and specifications. The inspector shall furnish the structural engineer and the enforcement agency with a verified report that the welding is proper and has been done in conformity with AWS 01 .1 and the approved plans and specifications. The inspector shall use all means necessary to determine the quality if the weld. The inspector may use gamma ray, magnaflux, trepanning, sonic or any other aid to visual inspection which the inspector may deem necessary to be assured of the adequacy of the welding.

SECTION 19. ASPHALT
Perform compaction testing per the following Caltrans Standard Specifications:

19.1 Asphalt Base - Section 26

19.2 Hot Mix Asphalt - Section 39.

Agreement with Geocon Consultants, Inc/Appendix A-1 Types of Materials Testing and Inspections Services Page 30 of 42
Rev. 07-01-18

EXHIBIT B

SCHEDULE OF FEES
SECTION 1. MAXIMUM COMPENSATION
For the maximum compensation payable to Contractor under this Agreement, refer to Section 6 (Maximum Compensation) in the main body of this Agreement.

SECTION 2. RATES
Compensation under each Work Authorization shall be in accordance with the rates set forth herein.

2.1 Rates. Rates listed in Appendix B1 (Rate Sheet) are fully burdened and will remain fixed for the first two (2) years of the Agreement.

2.2 Rate Increase. Contractor shall notify the City ninety (90) days in advance of any proposed rate increase. Rates may be negotiated no more than once annually. City approval or denial of the requested rate adjustment will be provided in writing (email acceptable). Contractor shall provide justification if requested by City. Once accepted, such rates shall be incorporated into the agreement by reference.

2.3 Reimbursable Expenses. Any and all reimbursable expenses shall be set forth in the Work Authorization or Emergency Work Authorization. Any such expenses shall be reimbursable only to the extent that the Contractor submits sufficient documentation to City that the expenses were directly incurred in providing the required services. Any reimbursement to the Contractor is limited to the expenses set forth below in the Reimbursable Expense Schedule
Reimbursable Expense Schedule

1. The cost of mailing, shipping and/or delivery of any documents or materials.

2. The cost of photographing, printing, reproducing and/or coovinq anv documents or materials.

3. Charges for outside services (including subcontractor fees, equipment, materials, and facilities not furnished directly by Contractor to the extent the City has preapproved, in
writing, the cost of such services.

4. Other reimbursable expenses with prior written approval from the City

5. Allowable mileage will be charged at the prevailing IRS rate per mile.

Agreement with Geocon Consultants, Inc/Exhibit B Schedule of Fees Rev. 07-01-18 ·
Mark Up
No Markup
No Markup
Not to exceed 15%
No Markup
No Markup

Reimbursable Expense Schedule Mark Up

6. Unless approved in writing (e-mail acceptable) in advance, No Markup meals, lodging, and related Per Diem shall not exceed the rates outlined by United States General Services
Administration (GSA). httgs://www.gsa.gov/travelresources. Airfare or rental car, where applicable shall be at economy rates.

SECTION 3. PAYMENT PROVISIONS

3.1 Time and Materials. Contractor shall provide an invoice to the City on a monthly basis for services completed in the immediately preceding month. The invoice must include the following information:

3.1.1 Invoice Number, Work Authorization/Purchase Order Number, and Invoice Period.

3.1.2 Current amount due with a time and materials breakdown: titles, hours, hourly rates, and any City approved reimbursable expenses itemized with supporting documentation.

3.2 Pre-Payment. City shall not be required to pay a deposit or any other form of prepayment prior to Contractor beginning work.

3.3 Payment Limited to Satisfactory Work. Contractor is not entitled to any payments until the City concludes that the services and/or any furnished deliverables have been satisfactorily performed.

3.4 Recalculation. The City may recalculate and pay invoices based on the rates established in this Agreement.

3.5 Disputed Invoices. If the City in good faith disputes any portion of an invoice, the City shall pay the undisputed portion of the invoice and submit written notice to Contractor regarding the disputed amount. The notice shall include documentation supporting the disputed amount.

3.6 Payment. If there are no discrepancies or deficiencies in the submitted invoice and Contractor has submitted all required Certified Payroll, City shall process the invoice for payment.

Agreement with Geocon Consultants, Inc/Exhibit B Schedule of Fees Rev. 07-01-18

APPENDIX B1

RATE SHEET
Engineering Assistant/Laboratory Technician.......................................................................................................................................... $85/hr.

Engineering Field Technician/Special Inspector I ............................................................................................................... 85/125(PW)*/hr.

Engineering Field Technician/Special Inspector II .............................................................................................................. 95/135(PW)*/hr.

Engineering Field Technician/Special Inspector Ill/Equipment Operator.......................................................................... 105/145(PW)*/hr.

Word Processor/Technical Editor/Draftsman........................................................................................................................................... 85/hr.

Research Assistant/Technical Illustrator/Senior Draftsman ................................................................................................................... 100/hr.

Project Coordinator/GIS Specialist............................................................................................................................................................ 110/hr.

Staff Engineer/Geologist/Scientist/Field Supervisor ............................................................................................................................... 125/hr.

Senior Staff Engineer/Geologist/Scientist................................................................................................................................................ 135/hr.

Project Engineer/Geologist/Scientist/Construction Supervisor.............................................................................................................. 145/hr.

Senior Project Engineer/Geologist/Scientist............................................................................................................................................ 160/hr.

Senior Engineer/Geologist/Scientist/Certified Industrial Hygienist........................................................................................................ 175/h r.

Associate Engineer/Geologist/Scientist ................................................................................................................................................... 200/hr.

Principal Engineer/Geologist/Scientist/Litigation Support ...................................................................................................................... 240/hr.

Deposition or Court Appearance ••...............•......•.........................................•...•.••........•........................................••..•.•............................. 400/hr.

Attorney Fees (General) ..••..•..•........•...........................................•.....•....•..•...•..••................ ...................•..•.. ......•..... .................................. 350/h.r.

Overtime (>8 to 12 hrs.), Saturday, and Night Rate............................................................................................... 1.5X Regular Hourly Rate Overtime (>12 hrs.), Sunday, and Holiday Rate......................................................................................................... 2X Regular Hourly Rate Minimum Professional Fee ....................•..•..• ,............................................................................................................................... $500/Project Minimum Field.Services Fee (per day or call-out) ..................................................................................................................... ;.............. 4 Hours of California Labor Code et.

Nuclear Gauge.......................... Included in Technician Hourly Rate Pick-up Truck ..••.......................................... ,.................... $125/day Equipment Truck ............................................................. 200/day Direct-Push Rig/Operator................................ 185/225(PW)*/hr.

Direct-Push Sample Liner .............................................. .

Equipment Trailer ............................................................ .

Wenner 4-Pin Earth Resistivity Meter ............................. .

Coring Machine (concrete, asphalt, masonry) ............... .

Dynamic Cone Penetrometer ................••............••....•...•..

Dilatometer (DMT) Test Equipment •..•.....••......................

Generator or Air Compressor .......................................... .

GPS Unit ........................................................................... .

Drive-Tube Sampler or Hand-Auger •...............................

Soil Sample Tube (Brass or Stainless) .....•.....................

Water Level Indicator ..................................................... .

Battery-Powered Pump .................................................. .

Photo-Ionization Meter .•.............•....................................

COMPACTION CURVES
10/ea.
100/day
150/day
200/day
250/day
800/day
150/day
160/day
50/day
10/ea.
40/day
75/day
150/day
4-inch mold (01557 /D698) ............................................ $225/ea. 6-inch mold (D1557 /0698) ............................................ 225/ea.

California Impact (CAL216) ............................................. 225/ea.

Level D PPE/Decon Rinse Equipment ........................... . pH/Conductivity/Temperature Meter ........................... .. 55-gallon drum ................................................................ .

TPHg (EPA 8015M) ........................................................ ..

TPHd/mo (EPA 8015M) ................................................. ..

Fuel Oxygenate Compounds (EPA 8260B) .................... .

Volatile Organic Compounds (EPA 8260B) ..•.....•.•.•....•....

Semi-Volatile Organic Compounds (EPA 8270) ............ ..

CAM 17 Metals (EPA 6010B) ......................................... .

Single Metal (EPA 6010B) .............................................. .

STLC or TCLP Extraction ................................................. .

Soil pH (EPA 9045C) ....................................................... .

Organochlorine Pesticides (EPA 8081) ........................... .

Naturally Occurring Asbestos (GARB 435) ...................... .

Asbestos PLM ...............................•..••.•..•......•.•...•..............

Asbestos 1,000-pt Count... .............................................. . 48-hr/24-hr Turnaround Time ................... .

SOIL AND AGGREGATE STABILITY
$50/day
60/day
65/ea.
90/ea.
80/ea.
110/ea.
150/ea.
300/ea.
170/ea.
30/ea.
75/ea.
25/ea.
125/ea.
90/ea.
20/ea.
80/ea.

Resistance Value, R-Value (D2844/CAL301) ................. $300/ea.

R-Value, Treated (CAL301)............................................... 325/ea.

California Bearing Ratio (D1883) .................................... 175/pt.

Agreement with Geocon Consultants Inc/Appendix B-1 Rate Sheet Rev. 07-01-18

Check Point...................................................................... 100/ea. Stabilization Ability of Lime (C977).................................. 180/ea.

SOIL AND AGGREGATE PROPERTIES
#200 Wash (D1140/C117) ............................................ .

Wet Sieve Analysis to #200 (D422/CAL202) ................ .

Dry Sieve Analysis, 1.5"+ Aggregate (D6913) ............... .

Hydrometer Analysis (D422) ........................................... .

Sieve Analysis with Hydrometer (D422) ......................... .

Specific Gravity, Soil (T100) ........................................... .

Specific Gravity Coarse Aggregate (C127) ..................... .

Specific Gravity Fine Aggregate (C128) ......................... .

SHEAR STRENGTH
Unconfined Compression (D2166) ................................ .

Direct Shear (3 pts.)(D3080) .......................................... .

Unconsolidated-Undrained Triaxial Shear (D2850) ...... .

Unconsolidated-Undrained Triaxial Staged (D2850) ..... .

Consolidated-Undrained Triaxial Shear (D4767) ........... .

Consolidated-Undrained Triaxial Staged (D4767) ......... .

Consolidated-Drained Triaxial Shear (EM1110) ............ .

Consolidated-Drained Triaxial Staged (EM1110) .......... . $90/ea.
120/ea.
350/ea.
165/ea.
200/ea.
100/ea.
60/ea.
75/ea.
$100/ea.
325/ea.
125/pt.
175/ea.
300/pt.
375/ea.
400/pt.
500/ea.

PERMEABILl1Y, CONSOLIDATION AND EXPANSION
Permeability, Flexible Wall (D5084)................................ $300/ea.

Permeability, Rigid Wall (D5856) .................................... 300/ea.

Consolidation (D2435) .................................................... 60/pt.

Expansion Index (D4829/UBC 29-2) .............................. 225/ea.

Swell/Collapse (D4546) .................................................. 165/pt.

AGGREGATE QUALl1Y
Sieve Analysis to #200 (C136) ....................................... .

L.A. Rattler Test (500 rev.) (C131) ................................. .

Durability Index (D3744/CAL229) ................................. .

Fine Aggregate Angularity (CAL 234) .............................. .

Flat and Elongated Particles (D4791/CAL 235) ............ .

Percent Crushed Particles (CAL205) ............................. .. $120/ea.
200/ea.
165/ea.
125/ea.
150/ea.
150/ea.

Moisture Determination, tube sample (D2216) ............ .

Moisture Determination and Unit Weight (D2937) ........ .

Atterberg Limits: Plasticity Index (D4318) ...................... .

Sand Equivalent (D2419/CAL217) ................................. . pH and Resistivity (CAL643) ............................................ .

Sulfate Content (CAL417) ............................................... .

Chloride Content (CAL422) ............................................. .

Organic Content (D2974) ................................................ .

Cu1/Extract Shelby Tube .................................................. .

CONCRETE/ MASONRY/ REINFORCING STEEL
$20/ea.
40/ea.
200/ea.
100/ea.
120/ea.
90/ea.
50/ea.
65/ea.
100/ea.

Compressive Strength, Cast Cylinders (C39) .................. $30/ea.

Compressive Strength, Cores (C42) ................................ 60/ea.

Flexural Strength Beam (C78/C293)............................... 80/ea.

Splitting Tensile Test (C496)............................................ 80/ea.

DSA Masonry Shear (DSA-207)........................................ 75/ea.

Shotcrete Panel Coring and Comp. Strength (C1140).... 80/ea.

Rebar Tensile/ Bend (up to #11/#11 and Larger) 200/250/ea.

CMU Compressive Strength (C140)................................. 100/ea.

Compressive Strength, Grout (C1019/UBC 21-19)........ 30/ea.

Compressive Strength, Mortar (C109/UBC 21-15,16)... 30/ea.

CMU Unit Wt., Dimen., Absorption (C140)....................... 75/ea.

Compressive Strength, Masonry Prism (C1314)............. 250/ea.

HOT MIX ASPHALT
HMA Air Voids, Gyratory (1269)........................................ $525/ea.

Hamburg Wheel Tracker (T324) ...................................... 1,000/ea.

Theoretical Max. Specific Gravity (D2041/CAL309)....... 175/ea.

Ignition/Sieve Analysis (C136/CAL202).......................... 220/ea.

HMA Core Unit Weight (D1188/CAL308) ........................ 100/ea. % Asphalt, Ignition Method (D6307 /CAL382) ................ 125/ea. % Asphalt, Ignition Calibration (D6307 /CAL382) ............ 400/ea.

Tensile Strength Ratio (1283)......................................... 1,000/ea. *2X surcharge on rush turnaround for laboratory testing Agreement with Geocon Consultants Inc/Appendix B-1 Rate Sheet Rev. 07-01-18

EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

Agreement with Geocon Consultants Inc/Appendix C Insurance Requirements Rev. 07-01-18

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

C. WORKERS' COMPENSATION

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

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

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

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

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

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

Agreement with Geocon Consultants Inc/Appendix C Insurance Requirements Rev. 07-01-18

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.

3. Cancellation.

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

In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.

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

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

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits.

Notwithstanding the foregoing, only those subcontracts who are performing design professional or consulting services shall be required to provide Professional Liability coverage as required in Section D of this Exhibit C.

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 Agreement with Geocon Consultants Inc/Appendix C Insurance Requirements Rev. 07-01-18

provided by, such subcontractors and others engaged in the project will be submitted to City for review.

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

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

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

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

EBIX Inc.

City of Santa Clara, Silicon Valley Power
P.O. Box 100085- S2 or 1 Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
Agreement with Geocon Consultants Inc/Appendix C Insurance Requirements Rev. 07-01-18

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 Geocon Consultants Inc/Appendix C Insurance Requirements Rev. 07-01-18

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.

J. 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 payroll, fringe benefit Agreement with Geocon Consultants lnc./Exhibit D-Labor Compliance Rev. 07-01-18

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.

K. 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 Geocon Consultants lnc./Exhibit D-Labor Compliance Rev. 07-01-18

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.

L. 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 Geocon Consultants lnc./Exhibit D-Labor Compliance Rev. 07-01-18

EBIX Insurance No. S200004277

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

NINYO & MOORE

GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Ninyo & Moore Geotechnical & Environmental Sciences Consultants, 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 ("Services") more fully described in this Agreement, at Exhibit A, entitled "Scope of Services".

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A - Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance Addendum
Agreement with NINYO & MOORE
Rev. 07-01-18

This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on April 1, 2023 and terminate on March 31, 2028.

The City reserves the right, at its own sole discretion, to extend the term of this Agreement for up to five (5) additional one-year options through March 31, 2033.

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 Services and materials covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based. Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services and materials at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct the Services or replace materials, City may make corrections to the Services or replace materials or 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
A. Maximum Total Compensation -Agreement. The maximum compensation payable by the City to Contractor\ shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) for the Services and all associated reimbursable expenses, supplies, materials and equipment. Contractor Agreement with NINYO & MOORE
Rev. 07-01-18

shall not perform work without an executed amendment to this Agreement in excess of the maximum compensation.

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

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

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

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

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

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

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

11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed Agreement with NINYO & MOORE
Rev. 07-01-18

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

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

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

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

14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner Agreement with NINYO & MOORE
Rev. 07-01-18

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

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

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

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

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

Agreement with NINYO & MOORE
Rev. 07-01-18

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

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

Ninyo & Moore Geotechnical & Environmental Sciences Consultants Attention: Ruchil Shah
2419 O'Toole, Suite 30
San Jose, CA 95131
[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://santaclaraca.gov/home/showdocument?id=58299).

19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and Agreement with NINYO & MOORE
Rev. 07-01-18

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

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

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

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

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

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

Agreement with NINYO & MOORE
Rev. 07-01-18

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

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Ap~ ----
Dated: '-f / { rl o<-3 --~ ~ - - - ---- - --
~ ily Attorney
City of Santa Clara
"CITY"
Offic of the City Manager
City o Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: ( 408) 615-2210
Fax: (408) 241-6771

NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES

CONSULT ANTS
a California corporation
Dated: April 10,,,?023 ,.;/~
By (Signature): ,/T,Jt.~-(~,p,v .,,..,.ty / ----------
Name: Peter Connolly eE#61547
Title: Principal Engineer
Principal Place of
Business Address: 2149 O'Toole Avenue, Suite 30, San Jose, CA 95131 Email Address: [email protected]
Telephone: ( ) 408-435-9000
Fax: ( ) 408-435-9006
Agreement with NINYO & MOORE
Rev. 07-01-18
"CONTRACTOR"

EXHIBIT A

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

SECTION 1. GENERAL

1.1 Contractor shall provide on-call material testing and special inspection services as required for a variety of projects for the City's Electric Department (SVP).

1.2 Contractor shall perform the Services in accordance with the latest project specifications, SVP standard document, and other generally recognized standards. Any deviations must be approved in writing by SVP.

SECTION 2. SERVICES TO BE PERFORMED
This section and Appendix A 1 provide a general description of the Services that will be required by the City under this agreement. The actual Services to be performed for each project will be further described in the Work Request and in Contractor's Proposal, pursuant to the work authorization process outlined in SECTION 6.

2.1 Materials Testing

2.1.1 Obtain samples of materials at construction sites or material supplier locations and transport materials to testing laboratory.

2.1.2 Sample materials in accordance with applicable standards.

2.1.3 Perform laboratory analysis and testing of materials (in accordance with applicable standards) to determine material characteristics.

2.1.4 Develop reports summarizing the results of laboratory analysis and testing.

2.1.5 Report on analysis of compliance of materials with relevant plans and specifications and conclude if material is compliant or non-compliant.

2.1.6 Review construction material submittals for conformance with plans and specifications.

2.1.7 Observe and verify materials at construction sites conform to plans and specifications.

2.1.8 Perform testing of in-place materials.

Agreement with Ninyo & Moore/Exhibit A-Scope of Services Rev. 07-01-18

2.1.9 Conduct material plant inspections and review plant quality control procedures.

2.2 Special Inspections

2.2.1 Provide special inspections and testing per Chapter 17 of the 2016 California Building Code (CBC) or such other code version applicable to the project.

2.2.2 Observe the construction work for conformance with the approved design drawings and specifications, and applicable workmanship provisions of the CBC.

2.2.3 Perform special inspections on a continuous basis meaning that the special inspector shall be on site in the general area at all times observing the work requiring special inspection. Periodic inspections may be approved by the City based on a separate written plan reviewed and approved by the City and/or Engineer-of-Record.

2.2.4 Coordinate and/or perform required testing. Ensure only approved testing agencies sample, transport and test materials.

2.2.5 Bring non-conforming items to the immediate attention of the Contractor and note in daily report. If any such item is not resolved in a timely manner or is about to be incorporated into the work, notify the City immediately by telephone or in person, the City's designated representative, and the Engineer-of-Record.

2.2.6 Furnish weekly reports of inspections directly to the City, Engineer-ofRecord, City's designated representative, and others as designated.

The weekly reports are to include the following:

2.2.6.1 Description of inspections made with locations.

2.2.6.2 List of all non-conforming items.

2.2.6.3 Indication of how non-conforming items were resolved or indicate unresolved items as applicable.

2.2.6.4 Itemize changes authorized by Engineer-of-Record or City representative if not included in non-conformance items.

2.2.7 Ensure that an adequate number of pre-qualified inspection personnel are on the project, based on the intensity of activities, quality of work being performed and the various operations occurring.

2.2.8 Submit a final signed report to the City project representative and/or City Project Manager stating that all items requiring special inspection were Agreement with Ninyo & Moore/Exhibit A-Scope of Services Rev. 07-01-18

fulfilled and reported and, to the best of the inspector's knowledge, in conformance with the approved design drawings, specifications, approved change orders and the applicable workmanship provisions of the CBC. Items not in conformance, unresolved items or any discrepancies in inspection coverage (i.e.: missed inspections, period inspections when continuous was required, etc.) shall be specifically itemized in this report. The report shall be stamped and signed by a licensed Civil Engineer.

SECTION 3. REPORTS

3.1 Inspection Reports
The inspector of record and special inspector shall furnish inspection reports to the SVP onsite representatives and the Engineer-of-Record. Reports shall indicate if the work inspected was completed in conformance to approved construction documents. Contractor shall immediately bring any discrepancies to the attention of the SVP onsite representatives and construction contractor for correction. If the discrepancies are not corrected by the construction contractor, Contractor shall report the discrepancies to the SVP onsite representatives and to the Engineer-of-Record prior to the completion of that phase of work.

3.2 Test Plan
Contractor shall submit a proposed test plan including a list of equipment to be used for performing the special inspections for SVP's approval prior to beginning any testing.

3.3 Written Records
Contractor shall maintain a written record of all tests showing at a minimum the following information:

3.3.1 Unique report identification number

3.3.2 Date

3.3.3 Project name

3.3.4 Personnel performing the test

3.3.5 Equipment or material tested, and results

3.3.6 Location of test

3.3.7 Brief description

3.3.8 Detailed description
Agreement with Ninyo & Moore/Exhibit A-Scope of Services Rev. 07-01-18

3.3.9 Plan or specification reference

3.3.10 Photos

3.4 Test Reports
Contractor shall submit weekly test reports to the City in electronic and paper formats. The City will not approve any request for payments until receipt of the such reports.

3.5 Final Test Reports
Contractor shall submit signed copies of the final test report to SVP for approval.

The final test report must contain a table of contents, summary of testing results, an index, and a statement that all inspection items have passed. The report must be submitted in electronic format (PDF or Microsoft Word) and one (1) hard copy.

The City will not approve final payment until receipt of the final test report.

3.6 Summary Reports
Contractor shall submit a Summary Report at least once a week. The report should contain the following information:

3.6.1 Unique report identification number

3.6.2 Date

3.6.3 Project name

3.6.4 Personnel making the test

3.6.5 Equipment or material tested, and results

3.6.6 Location of test

3.6.7 Brief description

3.6.8 Any additional information that may be requested by SVP SECTION 4. COMPLETION OF WORK
All Services shall be completed in a timely, efficient manner as provided in the applicable Purchase Order/ Emergency Work Order.

Agreement with Ninyo & Moore/Exhibit A-Scope of Services Rev. 07-01-18

SECTION 5. HOURS AND DA VS OF SERVICE
Contractor will generally perform the required Services during regular business hours which is between 7:00 AM - 7:00 PM PST/PDT, Monday through Friday. SVP will, at its discretion, allow access during non-business hours when required.

SECTION 6. WORK AUTHORIZATION PROCESS
Contractor acknowledges that Contractor is one of two firms selected to perform OnCall Civil Material Testing and Special Inspection Services, pursuant to two separate agreements (collectively, the "On-Call Civil Material Testing and Special Inspection Services Agreements"). Actual work will be assigned as set forth below.

6.1 Non-Emergency Work

6.1.1 When services are required, SVP will notify one or more contractors under contract for On-Call Civil Material Testing and Special Inspection Services to provide a proposal for the work. SVP will provide a description of the work required, the basis of award, the deadline for response, and any other relevant information (Work Request).

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

6.1.2.1 A work plan that includes a detailed description by task of the Services to be performed.

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

6.1.2.3 A list of Contractor's personnel and subcontractors including subcontractor Department of Industrial Relations (DIR) number where required.

6.1.2.4 Any required drawings or documents.

6.1.2.5 A list of City responsibilities.

6.1.2.6 An itemized cost proposal showing:

6.1.2.6.1 Hours and hourly rates by position as listed in Appendix B 1 for both Contractor and subcontractor
personnel if applicable. Indicate labor subject to
prevailing wage requirements.

6.1.2.6.2 Parts/materials

6.1.2.6.3 Laboratory fees
Agreement with Ninyo & Moore/Exhibit A-Scope of Services Rev. 07-01-18

6.1.2.6.4 Rental and/or specialty equipment

6.1.2.6.5 Reimbursable/Out-of-Pocket expenses, in
accordance with the limitations set forth in Exhibit B.

6.1.2.6.6 Any additional costs

6.1.2.6. 7 Estimated total amount (indicate if basis is fixed fee or time-and-materials)

6.1.2.6.8 Payment schedule (if fixed fee, payments must be tied to successful completion of
milestones/deliverables)

6.1.3 When requested by City, Contractor shall include a proposed project schedule including expected start and end dates. The project schedule shall indicate any activities, products, or materials that may impact the project timeline, including, but not limited to, lead times for material sourcing, shipping and receiving delays, or other sources of potential schedule risk.

SVP and Contractor may negotiate final schedule which shall be included in final Work Authorization (a Purchase Order shall be attached to the Work Authorization). The Work Authorization shall be incorporated into the Agreement and shall form part of the Services.

6.1.4 The City shall review the quote and, if there are no issues or concerns, City will approve the quote from the awarded contractor and provide written authorization for Contractor to begin the Services (Work Authorization). The Work Authorization shall be incorporated into the Agreement and shall form part of the Services.

6.1.5 Except in the case of emergency work which shall follow the process in Section 6.2., at no time shall Contractor begin work without a Work Authorization

6.1.6 Work Authorization may only be given by a Division Manager, Senior Division Manager, Assistant Director, Chief Electric Utility Operating Officer, or Chief Electric Utility Operating Officer or (email is acceptable). City shall not be required to pay a deposit or any other form of pre-payment prior to the Contractor beginning work.

6.1.7 6.2 Emergency Work

6.2.1 An Emergency Work Authorization should be utilized only in instances of a threat to public health or safety, loss of or damage to property, or serious disruption to essential services. An emergency is defined as an Agreement with Ninyo & Moore/Exhibit A-Scope of Services Rev. 07-01-18

unforeseen event, circumstance, or combination of circumstances that the City reasonably determines to require immediate action.

6.2.2 An Emergency Work Authorization, which does not need to be in writing, may only be authorized by the Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer through an email; provided that, if that is not possible a verbal authorization may be made .. Such verbal authorizations will be confirmed by the City in writing within three business days. When emergency services are required, Contractor shall send a quote to the City for the required services as soon as possible, but no later than three (3) business days after starting work. The quote shall be detailed in accordance with this section and shall also include any completed work.

The City will issue a written Emergency Work Authorization (with a an attached Purchase Order) as soon as reasonably practicable and will memorialize the services performed and such Work Authorization shall be incorporated into the Agreement

6.3 Contractor shall not initiate any additional services which will extend past the term in Section 2 of the Agreement or exceed the maximum compensation in Section 6 of the Agreement.

SECTION 7. APPLICABLE LAWS AND REGULATIONS

7.1 Contractor shall be informed of and comply with all applicable present and future federal, state, and local regulations, ordinances and codes.

7.2 Where any applicable laws or ordinances conflict with the City's requirements, the more stringent requirement(s) shall be followed. Contractor's failure to be thoroughly familiarized with the provisions of any applicable federal, state, and local regulations, ordinances and codes shall not relieve Contractor from compliance with the obligations and penalties resulting therefrom.

SECTION 8. PERMITS AND LICENSES
Contractor shall obtain, maintain, and pay for all licenses, permits, and certificates required by any statute, ordinance, rule, or regulation.

SECTION 9. WORK AREA

9.1 Contractor shall ensure that the work site is free from all surplus materials, waste materials, debris, spills, dirt and rubbish caused by Contractor's performance of the Services. Upon completion of the scheduled Services or at the end of each day, whichever comes first, Contractor shall ensure the work area is in a clean safe condition. The City shall be the sole judge as to the adequacy of the cleanup.

Agreement with Ninyo & Moore/Exhibit A-Scope of Services Rev. 07-01-18

9.2 Contractor shall follow all directions of City with regard to clean-up both during the course of, and upon completion of the Services. If Contractor fails to clean up the work area within forty-eight hours (48) after demand by the City, City may charge Contractor for any costs of clean-up or other work required to adequately protect the SVP's electrical or other facilities or to restore work area to a safe condition.

City may invoice Contractor or deduct costs from Contractor's invoice at City's sole discretion.

SECTION 10. CONTRACTOR'S EQUIPMENT, TOOLS, AND MATERIALS

10.1 All equipment, tools (including any specialty tooling), and materials required for the execution of the Services shall be provided by Contractor. City will not loan tools or equipment to Contractor. Neither the Contractor nor its workers shall attempt to borrow tools or other materials from SVP personnel.

10.2 Tools and equipment shall be kept in proper operating condition and used only for the purpose for which they were designed. SVP reserves the right to suspend Services if improper tools or equipment are being used or operated.

10.3 Tools and equipment shall be safely stored overnight under lock and key. Loss of any tools or equipment shall be reported immediately to SVP.

10.4 All vehicles, equipment, and ladders shall be secured when not in use. Keys shall not be left in any vehicles or equipment when not in use. SVP will not be responsible for the loss of tools, equipment, or materials.

SECTION 11. DISPOSAL OF WASTE & SCRAPS

11.1 All wastes generated or encountered in the performance of Services must be managed in accordance with all applicable local, State, and federal regulations and laws. Unless otherwise specified in the applicable Work Authorization, Contractor is solely responsible for arranging and implementing the proper handling, management, storage, transport, and disposal of all wastes including any hazardous materials.

11.2 Contractor shall provide the City with a written report of all disposal of materials within twenty-four (24) hours of disposal unless a shorter timeline is required by local, state, and/or federal regulations.

11.3 Contractor shall recycle all material scraps, and credit the value to the City.

SECTION 12. SAFETY

12.1 Safety must always be the top priority. Contractor must take all necessary precautions for the safety of all persons on the work site. Contractor must erect and properly maintain at all times, as required by the conditions and progress of the Services, all necessary safeguards for the protection of all persons and the Agreement with Ninyo & Moore/Exhibit A-Scope of Services Rev. 07-01-18

public including posting danger signs and warnings against known or unusual hazards.

12.2 Contractor's employees (including any subcontractors) shall utilize appropriate Personal Protective Equipment (PPE) and Fire Resistant (FR) clothing, as required. Any required PPE and FR clothing shall be provided at the expense of Contractor.

SECTION 13. INJURY/PROPERTY DAMAGE
Contractor shall notify the City immediately in the event of an injury or property damage that occurs during the performance of the Services. Contractor shall investigate the reported injury or damage upon request from SVP and provide SVP with regular updates including all accident reports until the investigation is resolved. SVP reserves the right to perform its own investigation. Should SVP choose to conduct its own investigation, Contractor shall assist as required.

SECTION 14. CONTRACTOR PERSONNEL

14.1 Project Manager/On-Site Supervisor
Contractor must designate one (1) Project Manager or On-Site Supervisor to communicate with the City during performance of the Services. The Project Manager/On-Site Supervisor is the designated point of contact for the City to communicate work tasks and receive feedback. The Project Manager/On-Site Supervisor must be capable of communicating effectively with SVP staff.

14.2 Staffing

14.2.1 Contractor shall be responsible for its employees' professional and technical competence and will select appropriate individuals who are qualified, certified, and/or licensed to perform the assigned task.

14.2.2 Contractor shall ensure its employees and any subcontractors supply proper identification when requested by the City.

14.2.3 Contractor shall inform SVP immediately of any change in key personnel assigned to this agreement. Contractor shall submit the resumes and other qualifications of the proposed replacement employee(s) to SVP for review and approval.

14.3 Employee Training

14.3.1 At Contractor's sole cost and expense, Contractor shall provide recurring, periodic (no less than annual) training to its employees (including subcontractors) appropriate to the duties and responsibilities of each employee.

Agreement with Ninyo & Moore/Exhibit A-Scope of Services Rev. 07-01-18

14.3.2 It is essential that all employees be thoroughly trained and familiar with the equipment and procedures to be followed.

14.3.3 Training shall follow Contractor's standard policies and procedures and shall be in compliance with all applicable federal, state, and local laws, including but not limited to safety and injury prevention training requirements contained in the OSHA standards.

14.3.4 Contractor shall be familiar with SVP's operating standards. All employees are required to watch SVP's safety video once per calendar year or prior to the commencement of the Services.

14.3.5 At the City's request, Contractor shall submit copies of training records for its employees.

14.4 Standards of Conduct

14.4.1 Contractor shall be solely responsible for its employees while on or about the work site, including but not limited to, maintaining discipline, ensuring standards of conduct are adhered to, and enforcing safety policies, procedures, and orders. Contractor shall ensure that while on or about the work site, its employees do not:

14.4.1.1 Display a discourteous, abrupt, abrasive, or belligerent attitude.

14.4.1.2 Possess or use alcohol, narcotics, firearms, or illegal drugs.

14.4.1.3 Use any prescribed or over-the-counter medications which can potentially impair the employee's ability to perform the Services safely.

14.4.1.4 Present or identify themselves as employees of the City of Santa Clara.

14.4.1.5 Have firearms, narcotics, drugs, intoxicants, or other restricted materials.

14.4.2 The City reserves the right, at its sole discretion, to refuse the Services of any particular Contractor employee. In such case, Contractor shall immediately remove the said employee and provide a replacement.

Contractor shall determine appropriate disciplinary actions in accordance with its own policy, a copy of which may be requested by the City at any time.

14.4.3 In the event that a complaint is made against a Contractor employee, Contractor shall notify the City immediately and provide a written explanation detailing how the situation was resolved.

Agreement with Ninyo & Moore/Exhibit A-Scope of Services Rev. 07-01-18

SECTION 15. E-BUILDER

15.1 When required by City, Contractor shall use utilize e-Builder for submission of data and documents throughout the term of this agreement.

15.2 e-Builder is a web-based construction management application hosted by eBuilder, Inc. For certain projects to be defined by the City, e-Builder shall be the primary means of project information submission and management or as otherwise agreed upon with the City.

15.3 The City will establish the Contractor's access toe-Builder by providing licenses to Contractor's personnel at City's cost. The Contractor's designated users will be required to set up their computers/systems to use e-Builder in accordance to the e-Builder User Training Guide. The City reserves the right to limit the licenses issued to Contractor in the future.

15.4 Contractor is required to obtain all necessary training to use the software. The City will provide one classroom training or a web-based seminar. A training session is 1 - 2 hours.

15.5 e-Builder is a web-based environment and therefore it is subject to the inherent speed and connectivity limitations of the Internet. Contractor is responsible for its own connectivity to the Internet. e-Builder's response time is dependent on the Contractor's equipment, including processor speed, Internet access speed, etc., and current traffic on the Internet. The City will not be liable for any delays associated with the usage of e-Builder including, but not limited to slow response time, downtime periods, connectivity problems, or loss of information. The Contractor shall ensure connectivity to the e-Builder system whether at the home office or job site. Under no circumstances will the usage of e-Builder be grounds for a time extension or cost adjustment to the Contract.

15.6 Data entered in a collaborative mode ( entered with the intent to share as determined by permissions and workflows within the e-Builder system) by the City and the Contractor will be jointly owned.

15.7 Contractor is responsible for managing, tracking, and documenting the Services to comply with the requirements of this Agreement. The City's acceptance via automated system notifications or audit logs extends only to the face value of the submitted documentation and does not constitute a validation of the Contractor's submitted information.

15.8 At the City's sole discretion, project documents may be processed and distributed digitally over the internet or may be required to be presented in hard copy format.

15.9 While regular email may still be used for communication, when requested by the City, e-Builder shall be utilized as much as possible in connection with all document and information management required in the performance of projects where City has directed the use of e-Builder. Contractor shall be responsible for Agreement with Ninyo & Moore/Exhibit A-Scope of Services Rev. 07-01-18

scanning or otherwise converting to electronic format all project submittals and Contractor correspondence, drawings, sketches, etc., and uploading them to the e-Builder website and shall be responsible for the validity of the information placed in e-Builder. The Contractor shall utilize the existing forms and processes in e-Builder to the maximum extent possible. If a required form does not exist in eBuilder, the Contractor shall include a form of its own or one provided by the City (if available) as an attachment to a submittal or process. Documents and information to be submitted electronically include, but are not limited to:

15.9.1 Correspondence

15.9.2 Meeting Minutes

15.9.3 Submittals and Shop Drawings

15.9.4 Product Data, reports, certifications, etc. must be submitted in PDF. (If a sample can be scanned, it is requested that a scanned PDF copy be submitted with the sample.

15.9.5 Requests for Information (RFl's)

15.9.6 Submittals and Shop Drawings

15.9.7 Change Order requests and documentation, including record copies of change orders, proposals, and modifications.

15.9.8 Pay Applications

15.9.9 "Official" correspondence (such as letters) including informal correspondence, such as email.

15.9.10 Pre-Task Plans (PTPs)

15.9.11 Daily Construction Reports and other Daily Reports including Contractor Quality Control (CQC) Reports

15.9.12 All official reports, such as Commissioning reports

15.9.13 Notices and Claims

15.9.14 Operations and Maintenance Manuals

15.9.15 All Close-out documents, and

15.9.16 All testing results

15.10Archive Copies: When requested by City, Contractor shall keep an archive copy of all digital data created by Contractor, or submitted to Contractor via e-mail, or resident on the e-Builder for the duration of the Project. Such data shall be Agreement with Ninyo & Moore/Exhibit A-Scope of Services Rev. 07-01-18

available to City, and authorities with the jurisdiction (including funding agencies or representatives) on demand.

15.11 Should the City replace e-Builder with a different project management tool, Contractor, and subcontractors shall be required to utilize the new project management tool selected by the City.

Agreement with Ninyo & Moore/Exhibit A-Scope of Services Rev. 07-01-18

APPENDIX A - 1

TYPES OF MATERIALS TESTING AND INSPECTION SERVICES
Appendix A-1 list the types of material testing and inspection that may be required. Not all testing listed herein will be required for all projects. Other additional activities may be required by SVP than shown in this Appendix.

SECTION 1. NATIVE SOIL - SUBGRADE

1.1 Field sampling

1.2 Laboratory testing, American Society for Testing and Material (ASTM) ASTM D 1557

1.3 Field compaction testing

1.4 Moisture Content

1.5 Unit Weight

1.6 Maximum Density/Optimum Moisture

1.7 Relative Compaction
SECTION 2. TRENCH BACKFILL

2.1 Field sampling of sand

2.2 Laboratory testing ASTM D 1557

2.3 Field compaction testing
SECTION 3. BASE ROCK

3.1 Stockpile sampling

3.2 Laboratory testing ASTM D 1557

3.3 Field compaction testing
SECTION 4. AGGREGATES

4.1 Sieve Analysis

4.2 Unit Weight and Voids

4.3 Soundness
Agreement with Ninyo & Moore/ Appendix A-1
Rev. 07-01-18

4.4 Abrasion Resistance

4.5 Sand Equivalent

4.6 Durability

4.7 Cleanness
SECTION 5. CONCRETE FIELD

5.1 Concrete placement inspection

5.2 Concrete sampling

5.3 Reinforcing steel inspection

5.4 Non-shrink grout placement

5.5 Non-shrink grout sampling

5.6 Pier drilling and concrete placement inspection

5.7 Slump
SECTION 6. CONCRETE LAB

6.1 Field sample pick-up

6.2 Concrete compression ASTM C 39

6.3 Non-shrink grout compression ASTM C 1090

6.4 Unit Weight and Voids

6.5 Air Content

6.6 Compressive Strength (cylinders)

6.7 Compressive Strength (cores)

6.8 Flexural Strength (beams)
SECTION 7. REINFORCING STEEL

7.1 Tensile & Bend

7.2 Inspection of Placement
Agreement with Ninyo & Moore/ Appendix A-1
Rev. 07-01-18

7.3 Inspection of Welding
SECTION 8. MASONRY FIELD

8.1 Full time placement inspection

8.2 Reinforcing steel inspection

8.3 Grout placement inspection

8.4 Grout sampling

8.5 Mortar sampling

8.6 Masonry block sampling
SECTION 9. MASONRY LAB

9.1 Grout prism- compression test ASTM C 1019

9.2 Masonry composite prism compression test ASTM C 1314

9.3 Mortar compression test ASTM C 780
SECTION 10. ASPHALT FIELD

10.1 Asphalt placement inspection

10.2 Asphalt field sampling

10.3 Field compaction testing
SECTION 11. ASPHALT LAB

11.1 Bulk Sp. Gravity - density

11.2 Hveem compaction- Plant mix

11.3 Hveem test max. density

11.4 Relative Compaction

11.5 Stability and Flow

11.6 Stabilometer

11.7 Core Thickness
Agreement with Ninyo & Moore/ Appendix A-1
Rev. 07-01-18

11.8 Asphalt Extraction

11.9 Asphalt Binder Content
SECTION 12. CONCRETE ANCHORS

12.1 Anchor/dowel installation inspection

12.2 Proof load testing inspection
SECTION 13. STRUCTURAL STEEL

13.1 Field AL bus welding inspection

13.2 Embed plate welding of bldg. and transformers

13.3 Field weld ultrasonic inspection

13.4 Sample & Test (list specific members below)

13.5 Shop Identification & Welding Inspection

13.6 Shop Ultrasonic Inspection

13.7 Shop Radiography

13.8 Field Welding Inspection

13.9 Field Bolting Inspection

13.10Field Ultrasonic Inspection

13.11 Field Radiography
SECTION 14. GEOTECHNICAL
Perform compaction testing per the following Caltrans Standard Specifications:

14.1 Earthwork - Section 19
SECTION 15. CONCRETE
Verification and Inspection Continuous

1. Inspection of reinforcing --- steel, including pre-stressing tendons and placement.

Agreement with Ninyo & Moore/ Appendix A-1
Rev. 07-01-18
Periodic
X
Referenced CBC
Standard Reference
American Concrete 1913.4
Institute (ACI) ACI
31 B: 3.5, 7.1-7.7

2. Inspect bolts to be installed X --- --- 1911.5
in concrete prior to and during
placement of concrete where
allowable loads have been
increased.

3. Verifying use of required --- X ACI 318: Ch.4, 5.2- 1904.2.2, design mix. 5.4 1913.2,
1913.3

4. At the time fresh concrete X --- ASTM C172 1913.10
is sampled to fabricate ASTM C31, ASTM
specimens for strength tests, C94
perform slump and air content ACI 318: 5.6 5.8
tests, and determine the ACI 336.1 (drilled
temperature of the concrete. piers)

5. Verification of concrete --- X ACI 318: 5.6, 6.2 --- strength, three cylinders from ( shore/form point of truck discharge for removed)
each 150 cy of concrete
placed (5 cylinders min). But
at least three of each 5000 sf
of wall or formed slab,
additional tests if concrete
properties appear to have
changed.

6. Inspect formwork for --- X ACI 318: 6.1.1 --- shape, location and dimensions of the concrete
member being formed.

15.1 Concrete pre-placement Inspection: Concrete shall not be placed until the forms and reinforcement have been inspected, all preparations for the placement have been completed, and the preparations have been checked by the inspector of record and special inspector, all subject to the observation of the structural engineer.

SECTION 16. MASONRY

16.1 Engineered masonry in Occupancy Category II, Ill, or IV. The minimum special inspection program for masonry designed by Section 2107 or 2108, or by chapters other than Chapter 6 of ACI 530/ American Society of Civil Engineers (ASCE) ASCE 5/ The Masonry Society (TMS) TMS 402 in structures classified as Occupancy Category II, Ill, or IV, in accordance with Section 1604.5, shall comply with Table M1.

Agreement with Ninyo & Moore/ Appendix A-1
Rev. 07-01-18

TABLE M1

FREQUENCY INSPECTION

CONTINUOUS

DURING TASK

INSPECTION TASK LISTED

1. As masonry construction
begins, the following shall be
verified to ensure
compl iance:
a. Proportion of site- --- prepared mortar.
b. Construction of mortar --- joints
c. Location of ---
reinforcement

2. The inspection of program
shall verify:
a. Size and location of ---
structural elements.
b. Specified size, grade --- and type of
reinforcement

3. Prior to grouting, the
following shall be verified to
ensure compliance:
a. Grout space is clean. ---
b. Placement of --- rei nforcement.
c. Proportion of site- ---
prepared qrout.
d. Construction of mortar
joints.

4. Grout placement shall be X
verified to ensure
compliance with code and
construction document
provisions.

5. Preparation of any X
required grout specimens,
mortar specimens and/or
prisms shall be observed

6. Test 3 prisms prior to --- construction and 3 prisms for each 5000 sf during
construction.

7. Compliance with required ---
inspection provisions of the
construction documents and
the approved submittals
shall be verified.

Agreement with Ninyo & Moore/ Appendix A-1
Rev. 07-01-1 8

PERIODICALLY

DURING TASK
LISTED
X
X
X
X
X
X
X
X
X
---
---
X
X

REFERENCE FOR CRITERIA

ACI ACI
530/ 530.1/

ASCE ASCE
CBC 5/TMS 6/TMS
SECTION 402a 602a
--- --- Art.

2.6A
--- --- Art.

3.3B
--- --- Art.3.4,

3.6A
--- --- Art.3.3
G
--- Sec.1.1 Art.
3 2.4, 3.4
--- --- Art.3.2
D
--- Sec. Art. 3.4

1.13 --- --- Art.

2.6B
--- --- Art.

3.3B
--- --- Art. 3.5
Sec. --- Art. 1.4
2105.2.
2105.3
Sec. --- Art. 1.4
2105.2.2,
2105.3
--- --- Art. 1.5

Non-shrink/ expansive grout. The special inspector shall take test specimens and continuously inspect the placement of non-shrink/ expansive grout.

SECTION 17. STRUCTURAL STEEL

VE RI FICA TION AND CONTINUOUS

INSPECTION

1. Material
verification of highstrength bolts, nuts
and washers.
a. -- Identification
markings to
conform to
ASTM
standards as
specified in
the approved
construction
documents.

2. Inspection of highstrength bolting:
a. Bearing- -- type
connections
b. Slip-critical
connections

3. Material
verification of
structural steel:
a. -- Identification
markings to
conform to
AWS
specification
in the
approved
construction
documents
b. -- Manufacturer
s' certified mill
test reports
Agreement with Ninyo & Moore/ Appendix A-1
Rev. 07-01-18

PERIODIC REFERENCED CBC

STANDARD REFERENCE
X Applicable -- ASTM material
specifications:

American
Institute of Steel
Construction
(AISC) AISC
360, Section
A3.3
AISC 360,
Section M2.5
X specification for 1704.3.3
structural
joints using
ASTM A325 or
A490 bolts, 2004
Section 9
-- ASTM A6 or 1708.4
ASTM A568
-- ASTM A6 or
ASTM A568

4. Material
verification of weld
filler materlals:
a. Identification --- X AISC 360, ---
markings to confirm Section A3.5
ASTM specification in
the approved
construction
documents.
b. Manufacturer's --- X --- --- certification of
compliance required.

5. Inspection welding:
a. structural steel:
1) Complete and X --- AWS D1.1 1704.3.1
partial penetration
~roove welds
2) Multipass fillet X ---
welds/
3) Single-pass fillet X --- welds > 5/16"
4) Single-pass fillet --- X
welds s; 5/16"
17 .1 Details The inspector shall perform an inspection of the steel frame to verify compliance with the details shown on the approved construction documents, such as bracing, stiffening, member locations and proper application of joint details at each connection.

17.2 Inspection of shop fabrication: Inspection of shop fabrication shall be required for significant structural detailed connection and fabrication work as directed by the enforcement agency. This inspection shall be made by a qualified inspector approved by the enforcement agency. The inspector shall furnish the structural engineer and the enforcement agency with a report that the materials and workmanship conform to the approved plans and specifications.

17.3 High-strength bolts Installation of high-strength bolts shall be periodically inspected in accordance with AISC specifications.

17.4 General: While the work is in process, the special inspector shall determine that the requirements for bolts, nuts, washers and paint; bolted parts and installation and tightening in such standards are met. For bolts requiring pre-tensioning, the special inspector shall observe the pre-installation testing and calibration procedures when such procedures are required by the installation method or by project plans or specification; determine that all plies of connected materials have been drawn together and properly snugged and monitor the installation of bolts to verify that the selected procedure for installation is properly used to tighten bolts.

Agreement with Ninyo & Moore/ Appendix A-1
Rev. 07-01-18

For joints required to be tightened only to the snug-tight condition, the special inspector need only verify that the connected materials have been drawn together and properly snugged.

17.5 Periodic monitoring: Monitoring of bolt installation for pre-tensioning is permitted to be performed on a periodic basis when using the turn-of-nut method with matchmarking techniques, the direct tension indicator method or the alternate design fastener (twist-off-bolt) method. Joints designated as snug tight need be inspected only on a periodic basis.

SECTION 18. WELDING

18.1 Welding: Welding inspection shall be in compliance with American Welding Society (AWS) AWS D1 .1. The basis for welding inspector qualification shall be AWS D1.1.

18.2 Inspection of welding: Inspection of all shop and field-welding operations including the installation of automatic end-welded stud shear connectors shall be made by a qualified welding inspector approved by the enforcement agency.

Such inspector shall be a person trained and thoroughly experienced in inspecting welding operations. The inspector's ability to distinguish between sound and unsound welding shall be reliably established. The minimum requirements for a qualified inspector shall be as those for an AWS-certified welding inspector (CWI), as defined in the provisions of the AWS QC1. All welding inspectors shall be as approved by the enforcement agency.

18.3 The ability of each welder to produce sound welds of all types required by the work shall be established by welder qualification satisfactory to the enforcement agency.

18.4 Welding inspections of structural welding shall conform to the requirements of AWS D1 .1, except as modified by this section.

18.5 Welding inspection of cold-formed steel members shall conform to the requirements of AWS D1 .3.

18.6 The welding inspector shall make a systematic record of all welds. This record shall include in addition to other required records:

18.6.1 Identification marks of welders.

18.6.2 List of defective welds.

18.6.3 Manner of correction of defects.

18.7 The welding inspector shall check the material, equipment, details of construction and procedure. The inspector shall also check the ability of the welder. The inspector shall verify that the installation procedure for automatic end-welded stud Agreement with Ninyo & Moore/ Appendix A-1
Rev. 07-01-18

shear connectors is in accordance with the requirements of AWS D1 .1 and the approved plans and specifications. The inspector shall furnish the structural engineer and the enforcement agency with a verified report that the welding is proper and has been done in conformity with AWS D1 .1 and the approved plans and specifications. The inspector shall use all means necessary to determine the quality if the weld. The inspector may use gamma ray, magnaflux, trepanning, sonic or any other aid to visual inspection which the inspector may deem necessary to be assured of the adequacy of the welding.

SECTION 19. ASPHALT
Perform compaction testing per the following Caltrans Standard Specifications:

19.1 Asphalt Base - Section 26

19.2 Hot Mix Asphalt - Section 39.

Agreement with Ninyo & Moore/ Appendix A-1
Rev. 07-01-18

EXHIBIT 8

SCHEDULE OF FEES
SECTION 1. MAXIMUM COMPENSATION
For the maximum compensation payable to Contractor under this Agreement, refer to Section 6 (Maximum Compensation) in the main body of this Agreement.

SECTION 2. RA TES
Compensation under each Work Authorization shall be in accordance with the rates set forth herein.

2.1 Rates. Rates listed in Appendix B1 (Rate Sheet) are fully burdened and will remain fixed for the first two (2) years of the Agreement.

2.2 Rate Increase. Contractor shall notify the City ninety (90) days in advance of any proposed rate increase. Rates may be negotiated no more than once annually.

City approval or denial of the requested rate adjustment will be provided in writing (e-mail acceptable). Contractor shall provide justification if requested by City.

Once accepted, such rates shall be incorporated into the agreement by reference.

2.3 Reimbursable Expenses. Any and all reimbursable expenses shall be set forth in the Work Authorization or Emergency Work Authorization . Any such expenses shall be reimbursable only to the extent that the Contractor submits sufficient documentation to City that the expenses were directly incurred in providing the Services. Any reimbursement to the Contractor is limited to the expenses set forth below in the Reimbursable Expense Schedule.

Reimbursable Expense Schedule

1. The cost of mailing, shipping and/or delivery of any documents or materials.

2. The cost of photographing, printing, reproducing and/or copyinQ any documents or materials.

3. Charges for outside services (including subcontractor fees, equipment, materials, and facilities not furnished directly by Contractor to the extent the City has
preapproved, in writing, the cost of such services.

4. Other reimbursable expenses with prior written approval from the City

5. Allowable mileage will be charged at the prevailing IRS rate per mile.

Agreement with Ninyo & Moore/ Exhibit B Schedule of Fees Rev. 07-01-18
Mark Up
No Markup
No Markup
Not to exceed 15%
No Markup
No Markup

Reimbursable Expense Schedule Mark Up

6. Unless approved in writing (e-mail acceptable) in advance, No Markup meals, lodging, and related Per Diem shall not exceed the rates outlined by United States General Services
Administration (GSA). https://www.gsa.gov/travelresources. Airfare or rental car, where applicable shall be at economy rates.

SECTION 3. PAYMENT PROVISIONS

3.1 Time and Materials. Contractor shall provide an invoice to the City on a monthly basis for Services completed in the immediately preceding month. The invoice must include the following information:

3.1.1 Invoice Number, Work Authorization/Purchase Order Number, and Invoice Period.

3.1.2 Current amount due with a time and materials breakdown: titles, hours, hourly rates, and any City approved reimbursable expenses itemized with supporting documentation.

3.2 Pre-Payment. City shall not be required to pay a deposit or any other form of prepayment prior to Contractor beginning work.

3.3 Payment Limited to Satisfactory Work. Contractor is not entitled to any payments until the City concludes that the Services and/or any furnished deliverables have been satisfactorily performed.

3.4 Recalculation. The City may recalculate and pay invoices based on the rates established in this Agreement.

3.5 Certified Payroll. When applicable, Contractor shall submit all necessary certified payrolls with its request for payment, in accordance with Exhibit D.

3.6 Disputed Invoices. If the City in good faith disputes any portion of an invoice, the City shall pay the undisputed portion of the invoice and submit written notice to Contractor regarding the disputed amount. The notice shall include documentation supporting the disputed amount.

3.7 Payment If there are no discrepancies or deficiencies in the submitted invoice and Contractor has submitted all required Certified Payroll, City shall process the invoice for payment.

Agreement with Ninyo & Moore/ Exhibit B Schedule of Fees Rev. 07-01-18

Hourly Charges for Personnel
Professional Staff
APPENDIX 81

RATE SHEET
Principal . .... . .. .. .. .. .. ... .. . .. . ... .... . . .. ... . .. ... .. .. . ......................... . .. . . . . . . . . . . . . . . .. .. . . . . . . . . . . . $ 188 Senior...... ....... ........... . ........ . ..................... .. . . . .. .... ..... ....... . ......................... $ 178 Senior Project ................... . ... . . .. . . .. .. .. .. . . . . . .. . . ... . .. . . . . .. . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . $ 173 Project . . . . . . . . . . . . . . . . . . .. .. .. .. .. . . . .. . . . .. . .. .. .. .. . .. . . .. . . . . . . . . . . . . . . . . .. . . .. .. . . . . . . . . . . . .. . $ 165 Senior Staff .. .. . . . .. . . . . . . .. . ... . ... . . . . .. . . .. .. . . . .... ... .. .. .. .. .. .. .. .. . . .. . . ... . . . . . . . .. . . . . . .. . . . $ 150 Staff.. . . .. . . .. . . .. . . . . . . . .. . . . . . . . . . . . . . .. . .. . .. . . . . . .. . . . .. . . . . . . . . . .. .. . . . . . . . . . . .. . .. . . . . . . .. . . . .. . . . . . .. . $ 1 34 GIS Analyst. . .... ... ........... . . . .. . . ..... .. .. .. ... .. ........... $ 123 Technical Illustrator/CAD Operator . ... ............ . ........ . . ........ $ 98 Field Staff
Certified Asbestos/Lead Technician............. ... . .. . . ... . .. . ..... .. . ......... .. .. . . . ..... .. ... .. . $ 173 Field Operations Manager. ... ........... ............ . .... .......... . . ......................... $ 120 Nondestructive Examination Technician (UT, MT, LP) . .. .... ............................ .................. $ 115 Supervisory Technician . . . . . . .. ...... . ... . .. ...... ....... ..... . . . .. ...... $ 110 Special Inspector (Concrete, Masonry, Structural Steel, Welding , and Fireproofing) $ 105 Senior Technician . . . .. . . . . . . . . . . . .. . .. . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . .. . . $ 105 Technician ....... ... . .. ...... . ... ................................. .. ............................................. $ 105 Administrative Staff
Information Specialist . ... ... .. . .... ... . .... .. .... ................... ............. ................. ...... . $ 90 Geotechnical/Environmental/Laboratory Assistant.. . . . .. .. .. . .. . . . . .. .. ..... . .. .. . . .. . . .. . . .. . . $ 85 Data Processor . . .. . .. .. .. .... . . . .. . . . . . . . . . . . . . . . . .. . .. . . .. . .... . . .. . .. . .. .. . .......................... $ 75 Other Charges
Concrete Coring Equipment (includes technician). . ............................................. .

Anchor Load Test Equipment (includes technician) ............................................ .

GPR Equipment. .. .. .... . . .... . ..... .. .............................................. .

Inclinometer ............................................. ............... .. . ..... .

Hand Auger Equipment .... . .. . .. . . .. . . . .. . .. . .... . . .. .. . . .. . . . .

Rebar Locator (Pacho meter) .. . . .. . .. . . . .. . . .. . .. .. . .. . . .. .. . . . . .. .. . . . . . . . ..... .. $ 190/hr
$ 190/hr
$ 180/hr
$ 100/hr
$ 80/hr
$ 25/hr
Vapor Emission Kit ...... . ...... ... . .. . ...... .. ................... .. .. .. ....... $ 65/kit Nuclear Density Gauge . . ... . . . .. . .. .. . .. .. . .. . . . . ............. ...... . . ............. $ 12/hr X-Ray Fluorescence ...... . . . . . . . . .. . . . . . . . . . . .. .... . ... ......... . . .. ........ ... ........ . $ 70/hr PID/FID . .. . . . .... ....... ... ... ............... ... ... . ... ... ... ... . . . ...... .. .. ... .

Air Sampling Pump . . . .. . ...... .. .... . . . . .... . .. . .. . . . .... . . . . .... . . . . . . .. .. .. . . .. .. . . . . .. . . .. . . . .. . . . $ 25/hr
$ 10/hr
$ 15/hr
$ 450/hr
Field Vehicle ...... . . . . . .. . . .. .. . . . . .. . .. . . .. .. .. .. . .. . . .. .... . . .. .. . . . .. . . . .. . .. ..

Expert Witness Testimony . .. .. . .. .. . . . . . . . . . .. .. .. . . . .. .. . . .. ................ .

Direct Expenses .... .. ....... ... . . .. .... ..... . ...... ..

Special equipment charges will be provided upon request.

Agreement with Ninyo & Moore/ Appendix 8-1 Rate Sheet
Rev. 07-01-18
.. Cost plus 15 %

I
Schedule of Fees for Laboratory Testing
SOILS
Atterberg Limits, D 4318, CT 204 ..... $ 170
California Bearing Ratio (CBR), D 1883 $ 550
Chloride and Sulfate Content, CT 417 & CT 422 $ 175
Consolidation, D 2435, CT 219 $ 300
Consolidation, Hydro-Collapse only, D 2435 $ 150
Consolidation - Time Rate, D 2435, CT 219 $ 200
Direct Shear - Remolded, D 3080 $ 350
Direct Shear- Undisturbed, D 3080 . .. $ 300
Durability Index, CT 229 .. $ 175
Expansion Index, D 4829, IBC 18-3 . $ 190
Expansion Potential (Method A), D 4546 . . $ 170
Geofabric Tensile and Elongation Test, D 4632 .. $ 200
Hydraulic Conductivity, D 5084 .. $ 350
Hydrometer Analysis, D 6913, CT 203 $ 220
Moisture, Ash, & Organic Matter of PeaUOrganic Soils $ 120 Moisture Only, D 2216, CT 226 ... ..... $ 35
Moisture and Density, D 2937 $ 45
Permeability, CH, D 2434, CT 220 .. $ 300
pH and Resistivity, CT 643.. $ 175
Proctor Density D1557, D 698, CT216, AASHTO T-180 $ 220 Proctor Density with Rock Correction D 1557 $ 340
R-value, D 2844, CT 301 ... $ 375
Sand Equivalent, D 2419, CT 217 $ 125
Sieve Analysis, D 6913, CT 202 $ 145
Sieve Analysis, 200 Wash, D 1140, CT 202 $ 100
Specific Gravity, D 854 $ 125
Thermal Resistivity (ASTM 5334, IEEE 442) . . . $ 925
Triaxial Shear, C.D, D 4767, T 297 $ 550
Triaxial Shear, C.U., w/pore pressure, D 4767, T 2297 per pt .............. $ 450 Triaxial Shear, C.U., w/o pore pressure, D 4767, T 2297 per pt ... $ 350 Triaxial Shear, U.U., D 2850 $ 250
Unconfined Compression, D 2166, T 208. $ 180

MASONRY
Brick Absorption, 24-hour submersion, 5-hr boiling, 7-<lay, C 67 Brick Compression Test, C 67
$
$
$
70 55
55 50
45 Brick Efflorescence, C 67
Brick Modulus of Rupture, C 67
Brick Moisture as received, C 67
Brick Saturation Coefficient, C 67
Concrete Block Compression Test, 8x8x16, C 140
Concrete Block Conformance Package, C 90
Concrete Block Linear Shrinkage, C 426
Concrete Block Unit Weight and Absorption, C 140 ...

Cores, Compression or Shear Bond, CA Code
Masonry Grout, 3x3x6 prism compression, C 39
Masonry Mortar, 2x2 cube compression, C 109
Masonry Prism, half size, compression, C 1019
Masonry Prism, Full size, compression, C 1019 ..

REINFORCING AND STRUCTURAL STEEL
Chemical Analysis, A 36, A 615
Fireproofing Density Test, UBC 7-6 .........

Hardness Test, Rockwell, A 370 .. .. .. .. ......... . .

High Strength Bolt, Nut & Washer Conformance,
per assembly, A 325
Mechanically Spliced Reinforcing Tensile Test, ACI
Pre-Stress Strand (7 wire), A 416
Reinforcing Tensile or Bend up to No. 11, A 615 & A 706 Structural Steel Tensile Test: Up to 200,000 lbs., A 370 .

Welded Reinforcing Tensile Test: Up to No. 11 bars, ACI ....... $
$
$ 60
$ 70
$ 500
$ 200
............... $ 70
$ 70
$ 45
$ 35
$ 120
.......... $ 200
$ 135
.$ 90
... $ 80
$ 150
$ 175
$ 170
$ 75
$ 90
$ 80

CONCRETE
Compression Tests, 6x12 Cylinder, C 39 ... .

Concrete Mix Design Review, Job Spec .. .

Concrete Mix Design, per Trial Batch, 6 cylinder, ACI
Concrete Cores, Compression (excludes sampling), C 42
Drying Shrinkage, C 157
Flexural Test, C 78
Flexural Test, C 293 .. .

Flexural Test, CT 523 .. .

Gunite/Shotcrete, Panels, 3 cut cores per panel and test, ACI Lightweight Concrete Fill, Compression, C 495 .

Petrographic Analysis, C 856
Restrained Expansion of Shrinkage Compensation
Splitting Tensile Strength, C 496
3x6 Grout, (CLSM), C 39 .
2x2x2 Non-Shrink Grout, C 109

ASPHALT
Air Voids, T 269
Asphalt Mix Design, Caltrans (incl. Aggregate Quality)
Asphalt Mix Design Review, Job Spec
Dust Proportioning, CT LP-4
Extraction, % Asphalt, including Gradation, D 2172, CT 382.

Extraction, % Asphalt without Gradation, D 2172, CT 382 Film Stripping, CT 302
Hveem Stability and Unit Weight D 1560, T 246, CT 366 .

Marshall Stability, Flow and Unit Weight, T 245 ...

Maximum Theoretical Unit Weight, D 2041, CT 309 .

Moisture Content, CT 370 .

Moisture Susceptibility and Tensile Stress Ratio, T 238, CT 371 Slurry WetTrack Abrasion, D 3910 .

Superpave, Asphalt Mix Verification (incl. Aggregate Quality) .. . .

Superpave, Gyratory Unit Wt. , T 312
Superpave, Hamburg Wheel, 20,000 passes, T 324
Unit Weight sample or core, D 2726, CT 308
Voids in Mineral Aggregate, (VMA) CT LP-2
Voids filled with Asphalt, (VFA) CT LP-3
Wax Density, D 1188

AGGREGATES
Clay Lumps and Friable Particles, C 142
Cleanness Value, CT 227
Crushed Particles, CT 205
Durability, Coarse or Fine, CT 229
Fine Aggregate Angularity, ASTM C 1252, T 304, CT 234
Flat and Elongated Particle, D 4791 ........... .

Lightweight Particles, C 123
Los Angeles Abrasion, C 131 or C 535
Material Finer than No. 200 Sieve by Washing, C 117
Organic Impurities, C 40
Potential Alkali Reactivity, Mortar Bar Method, Coarse, C 1260 Potential Alkali Reactivity, Mortar Bar Method, Fine, C 1260 Potential Reactivity of Aggregate (Chemical Method), C 289 Sand Equivalent, T 176, CT 217
Sieve Analysis, Coarse Aggregate, T 27, C 136
Sieve Analysis, Fine Aggregate (including wash), T 27, C 136 Sodium Sulfate Soundness, C 88
Specific Gravity and Absorption, Coarse, C 127, CT 206 .

Specific Gravity and Absorption, Fine, C 128, CT 207

ROOFING
Roofing Tile Absorption, (set of 5), C 67
Roofing Tile Strength Test, (set of 5), C 67
$ 35
$ 300
$ 850
$ 120
$ 400
$ 85
$ 85
.. $ 95
$ 275
$ 80
$2,000
$ 450
$ 100
$ 55
$ 55
$ 85
$4,500
$ 180
$ 85
$ 250
.$ 150
$ 120
$ 225
$ 240
.. $ 150
$ 95
$1,000
.$ 150
$4,900
$ 100
$1 ,000
.$ 100
$ 90
$ 90
$ 140
$ 180
$ 180
$ 175
$ 205
$ 180
..... $ 220
.. $ 180
$ 200
$ 90
$ 90
$1 ,250
$ 950
$ 475
$ 125
$ 120
.$ 145
$ 450
$ 115
$ 175
$ 250
$ 250
Agreement with Ninyo & Moore/ Appendix B-1 Rate Sheet
Rev. 07-01-18

EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at Agreement with Ninyo & Moore/Exhibit C-lnsurance Requirements Rev. 07-01-18

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

C. WORKERS' COMPENSATION

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

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

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

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

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

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

2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution Agreement with Ninyo & Moore/Exhibit C-lnsurance Requirements Rev. 07-01-18

3. 4.
from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.

Cancellation.
a. 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.

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

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

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project 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 Agreement with Ninyo & Moore/Exhibit C-lnsurance Requirements Rev. 07-01-18

by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

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

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

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

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

EBIX Inc.

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

Agreement with Ninyo & Moore/Exhibit C-lnsurance Requirements Rev. 07-01-18

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.

J. 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 Ninyo & Moore/Exhibit D-Labor Compliance Rev. 07-01-18

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.

K. 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 Ninyo & Moore/Exhibit D-Labor Compliance Rev. 07-01-18

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.

L. 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 Ninyo & Moore/Exhibit D-Labor Compliance Rev. 07-01-18

EBIX Insurance No. S200004277
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

NINYO & MOORE

GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS

PREAMBLE
This agreement ("Amendment No. 1 ") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Ninyo & Moore Geotechnical & Environmental Sciences Consultants, a California Corporation (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties".

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for Services Between the City of Santa Clara, California, and Ninyo & Moore Geotechnical & Environmental Sciences Consultants, dated April 17, 2023 (Agreement) for the purpose of having Contractor provide on-call materials testing and special inspection services for the City of Santa Ctara Electric UtilitySilicon Valley Power (SVP); and B. The Parties now wish to amend the Agreement to modify the Work Authorization Process and update Exhibit B - Schedule of Fees and Payment Provisions.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. SECTION 1 of the Agreement, entitled "AGREEMENT DOCUMENTS", is amended to read as follows:
'The documents forming the entire Agreement between City and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:

Exhibit A - Scope of Services
Exhibit B - Schedule of Fees and Payment Provisions
Amendment No. 1 to Agreement/Ninyo & Moore
Rev. 10/25/19

Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance
Exhibit E - Sample Work Authorization Form
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control."

2. SECTION 6 of EXHIBIT A (SCOPE OF SERVICES) of the Agreement is amended in its entirety to read as follows:
"SECTION 6. WORK AUTHORIZATION PROCESS

6.1 Contractor acknowledges that Contractor is one of multiple firms selected to perform the Services pursuant to separate agreements. The City will award and authorize specific Services as set forth in this Section. The City does not guarantee that any specific work will be awarded under this Agreement.

6.2 Work Request: When Services are required, City will notify contractors under contract for on-call materials testing and special inspection services to provide a proposal for Services. City will provide a description of the Services required , the basis of award, the deadline for response, and any other pertinent information (Work Request).

6.3 Proposal. If Contractor desires to be considered to perform services included in the Work Request, Contractor shall prepare and submit a proposal (Proposal). The Proposal must include all information requested by the City in its Work Request in the format requested by the City and including the following:

6.3.1 A work plan that includes a detailed description by task of the services to be performed.

6.3.2 A project timeline/schedule with discussion of any activities that may impact the project timeline/schedule.

6.3.3 A list of Contractor's personnel and subcontractors including subcontractor Department of Industrial Relations (DIR) number where required.

6.3.4 Any required drawings or documents.

6.3.5 A list of City responsibilities.

Amendment No. 1 to Agreement/Ninyo & Moore
Rev. 10/25/2019

6.3.6 An itemized cost proposal showing:

6.3.6.1 Hours and hourly rates by position as listed in Exhibit B.

Indicate labor subject to prevailing wage requirements.

6.3.6.2 Subcontractor scope of services or quote including identification of. labor subject to prevailing wage
requirements.

6.3.6.3 Parts and materials.

6.3.6.4 Laboratory Fees.

6.3.6.5 Rental and/or specialty equipment.

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

6.3.6.7 Any additional costs such as, but not limited to freight, permits, and fees.

6.3.6.8 A breakdown of materials and labor sufficient to calculate all required taxes.

6.3.6.9 Maximum total cost including any required taxes.

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

6.3.7 Any costs for additional equipment, parts, or services required for completion of services as detailed in the Work Request and in Contractor's Proposal but not reflected in the Contractor's cost proposal shall be the sole responsibility of the Contractor and shall not result in additional cost to the City.

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

6.3.9 Contractor must submit a revised Proposal to the City based upon such negotiations.

6.4 Authorization of Work:

6.4.1 If the completion of the services in the Proposal will not result in total costs under this Agreement exceeding the maximum compensation Amendment No. 1 to Agreement/Ninyo & Moore
Rev. 10/25/2019

in Section 6 of the Agreement, (when combined with all previously authorized Services), the City may authorize the services as set forth in this Section.

6.4.2 For Proposals with a total cost exceeding $50,000, City will provide approval by executing a Work Authorizations in substantially the same format as Exhibit E ("Work Authorization") and a Purchase Order. Each Work Authorization shall describe the services and deliverables the Contractor must provide, the time limit within which the Contractor must complete the service and deliverables, the system acceptance criteria, warranty provisions, and the maximum compensation for the Work Authorization.

6.4.3 Each Work Authorization shall have a Purchase Order attached to it.

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

6.4.4 For Proposals with a total cost less than $50,000, a signed Work Authorization is not required . The City will issue a Purchase Order authorizing Services and the Purchase Order will serve as the Work Authorization.

6.5 Changes to Work Authorization:

6.5.1 Contractor shall promptly notify the City when a situation occurs that may result in a change to the total project cost or specific line items in a Work Authorization or Purchase Order. Contractor shall submit to the City an updated Proposal for review and approval from the City in advance of performing any additional services. If approved, the City will issue a new or amended Work Authorization (if required pursuant to this Section 6.4.2) or Purchase Order (as applicable) to authorize such additional services.

6.5.2 If the change to the Work Authorization is approved, the City will issue a new or amended Work Authorization (if required pursuant to Section 6.4.2) and/or Purchase Order (as applicable) to authorize such additional services.

6.5.3 Contractor shall not be entitled to additional compensation for issues such as errors in calculation of original pricing, changes in staff, or other changes that are not directly related to changes requested by City.

6.5.4 In the event that issues are identified that can be most efficiently and economically resolved while on site, changes may be approved verbally (in the field), by telephone, or e-mail by the following Amendment No. 1 to AgreemenUNinyo & Moore
Rev. 10/25/2019

authorized individuals: Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer.

Such authorization shall be defined as an Interim Work Order.

Contractor shall provide an updated Proposal within two (2) business days so that such changes can be documented in a Work
Authorization and/or Purchase Order.

6.6 Only the Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer may, on behalf of the City, execute a Work Authorization. Purchase Orders are issued by the Finance Department.

6. 7 A Work Authorization must be consistent with - and cannot alter - the terms and conditions of this Agreement. The terms and conditions of this Agreement shall prevail over any and all terms and conditions contained in a Proposal, Work Authorization , Interim Work Order, or Emergency Work Order - even if the Proposal, Work Authorization, Interim Work Order, or Emergency Work Order expressly states that it is intended to control. Any conflicting terms and conditions in a Work Authorization are invalid and unenforceable. The order of precedence is as follows: (1) Agreement including Exhibits, (2) Work Authorization, (3) Purchase Order, and (4) Proposal.

6.8 Each Work Authorization, Purchase Order, Interim Work Order, and Emergency Work Order including those authorizations issued pursuant to Section 6.5.4 shall be incorporated into the Agreement by reference and subject to its terms and conditions and the Services contained therein shall be included within the Services.

6.9 If Contractor begins the Services or fails to dispute a Purchase Order within three (3) business days, Contractor is assumed to have accepted the terms of the Purchase Order.

6.10 The City (through the individuals listed in Section 6.6 or, in the case of Purchase Orders, the Finance Department) may terminate a Work Authorization, Purchase Order, or an Emergency Work Order for convenience with ten (10) days prior written notice to Contractor. In such event, the Contractor shall have no further rights hereunder, except that Contractor shall be paid for all Services adequately rendered prior to such termination.

6.11 Proposals, pricing, quotes, and invoices are not confidential and will not be treated as confidential even if marked confidential when submitted.

6.12 Except where the circumstances in Section 6.5.4 apply, Contractor shall not initiate the services and the City will not compensate the Contractor until the City has (1) executed the Work Authorization for such services, when Amendment No. 1 to Agreement/Ninyo & Moore
Rev. 10/25/2019

applicable, (2) issued a Purchase Order, and (3) directed Contractor to perform Services."

3. EXHIBIT B of the Agreement, entitled "SCHEDULE OF FEES", is deleted and replaced with EXHIBIT B SCHEDULE OF FEES AND PAYMENT PROVISIONS, AMENDED NOVEMBER 1, 2024, attached hereto and incorporated into the Agreement.

4. EXHIBIT E of the Agreement, entitled "SAMPLE WORK AUTHORIZATION FORM", is attached hereto and incorporated into the Agreement.

5. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control. [SIGNATURES ON FOLLOWING PAGE]
Amendment No. 1 to Agreement/Ninyo & Moore
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:
:DaJtiet iatt,n Daniel Ballin (Oct 25, 2024 07:49 PDT)
GLEN R. GOGGINS
City Attorney
Dated: I v/zq /vf
~~ City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
"CITY"

NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES

CONSULTANTS
a California corporation
Dated: 10-1~ 024~
By (Signature)a--~.,-&iJ. 5t.?:·
Name: Peter Conn0' y
Title: Principal Engineer
Principal Place of 2149 O'Toole Ave., Suite 30
Business Address: San Jose, CA 95131
Email Address: [email protected]
Telephone: (408) 435-9000
Fax: (408) 435-9006
"CONTRACTOR"
Amendment No. 1 to Agreement/Ninyo & Moore
Rev. 10/25/2019

EXHIBIT B

SCHEDULE OF FEES AND PAYMENT PROVISIONS
AMENDED NOVEMBER 1, 2024
SECTION 1. MAXIMUM COMPENSATION

1.1 The maximum compensation payable to Contractor during the Term shall not exceed the amount in Section 6 of this Agreement.

1.2 The City does not guarantee a minimum compensation under this Agreement.

SECTION 2. RATES

2.1 Rates. Contractor shall submit Proposals and invoice all Services at the rates listed in Appendix B1 - RATES AMENDED NOVEMBER 1, 2024 attached and incorporated by reference.

2.2 Rates listed in Appendix B 1 are fully burdened and will remain fixed for the first two (2) years of the Agreement.

2.3 Rate Increase. After the first two years of the Agreement, Rates may be negotiated no more than once annually. Contractor shall notify the City ninety (90) days in advance of any proposed rate increase. Any rate increases are subject to approval by the City and must be substantiated by the Contractor to the satisfaction of the City. All rate adjustments must be approved by the City through an amendment to this Agreement. References to alternate rates in quotes or Proposals that have not been separately authorized pursuant to this section are not approved.

2.4 Reimbursable Expenses. Any and all reimbursable expenses related to each Work Authorization or Purchase Order shall be described in Contractor's Proposal as set forth in Section 8 of Exhibit A and accounted for in the total cost for each Proposal, Work Authorization, and Purchase Order. Expenses shall be reimbursable only to the extent that (1) Contractor submits sufficient documentation to City that the expenses were directly incurred in providing the required Services, (2) Contractor demonstrates that such expenses aren't included in the hourly rate where applicable, (3) such expenses were approved in advance pursuant to Section 8 of Exhibit A, and (4) Contractor submits receipts, invoices, or other supporting documentation demonstrating that such reimbursable costs were incurred.

Reimbursable Expense Schedule

1. I The cost of mailing, shipping and/or delivery of any documents or materials.

Amendment No. 1 to Agreement/Ninyo & Moore
Rev. 10/25/2019
Mark Up
Not to exceed 15%

Reimbursable Expense Schedule Mark Up

2. The cost of photographing, printing, reproducing Not to exceed 15% and/or copvinq any documents or materials.

3. Charges for outside services (including subcontractor Not to exceed 15% fees, equipment, materials, and facilities not
furnished directly by Contractor)

4. Other reimbursable expenses with prior written Not to exceed 15% approval from the Citv

5. Contractor may charge allowable mileage at the Not to exceed 15% prevailing IRS rate per mile. Mileage does not apply
to rental cars which may be charged at actual fuel
cost only.

6. Unless approved in writing (e-mail acceptable) in Not to exceed 15% advance, reimbursement to Contractor (and any
subcontractors) for meals, lodging , and related Per
Diem shall not exceed the rates outlined by United
States General Services Administration (GSA).
httQs://www.gsa.gov/travel-resources. Airfare or
rental car, where applicable shall be at economy
rates.

SECTION 3. PAYMENT PROVISIONS

3.1 Contractor shall provide an invoice to the City on a monthly basis for Services completed in the immediately preceding month. The invoice must include the following information:

3.1.1 Invoice Number, Purchase Order Number, and Invoice Period.

3.1.2 Current amount due with a time and materials breakdown: titles, hours, hourly rates, and any City approved reimbursable expenses itemized with supporting documentation.

3.1.3 Each invoice shall provide sufficient detail for City to verify (a) that the charges are in accordance with the Work Authorization, (b) that rates listed in Appendix 81 are charged, and (c) where applicable, hours worked can be matched to certified payroll submittals

3.2 Pre-Payment. City shall not be required to pay a deposit or any other form of prepayment prior to Contractor beginning work.

3.3 Payment Limited to Satisfactory Work. Contractor is not entitled to any payments until the City concludes that the Services and/or any furnished deliverables have been satisfactorily performed.

3.4 Certified Payroll. When applicable, Contractor must submit all necessary certified payrolls through LCP Tracker in advance of its request for payment. These Amendment No. 1 to AgreemenUNinyo & Moore
Rev. 10/25/2019

submittals shall comply with the requirements set forth in Exhibit D and are subject to verification by the City.

3.5 Accurate Invoice: If the invoice submitted by Contractor is not accurate, the invoice will be returned to Contractor to correct and resubmit before payment can be processed.

3.6 Payment If there are no discrepancies or deficiencies in the submitted invoice and Contractor has submitted all required Certified Payroll, City shall process the invoice for payment.

3. 7 Confidential. Invoices are not confidential even if marked as confidential when submitted.

Amendment No. 1 to Agreement/Ninyo & Moore
Rev. 10/25/2019
Page10of16
APPENDIX 81 - RATES
AMENDED NOVEMBER 1, 2024
TABLE 1 - SCHEDULE OF FEES FOR SERVICES
Position
Professional Staff
Principal Engineer/Geologist/Environmental Scientist/Certified Industrial HyQienist
Senior Engineer/Geologist/Environmental Scientist
Senior Project Engineer/Geologist/Environmental Scientist Project Engineer/Geologist/Environmental Scientist
Senior Staff Engineer/Geologist/Environmental Scientist Staff Engineer/Geologist/Environmental Scientist
GIS Analyst
Technical Illustrator/CAD Operator
Field Staff
Certified Asbestos/Lead Technician
Field Operations Manager
Nondestructive Examination Technician (UT, MT, LP)
Supervisory Technician
Special Inspector (Concrete, Masonry, Structural Steel, Welding, and Fireproofing)
Senior Technician
Technician
- Administrative Staff
Information Specialist
Geotechnical/Environmental/Laboratorv Assistant
Data Processor
Amendment No. 1 to Agreement/Ninyo & Moore
Rev. 10/25/2019
Unit Rate
Per Hour $188.00
Per Hour $178.00
Per Hour $173.00
Per Hour $165.00
Per Hour $150.00
Per Hour $134.00
Per Hour $123.00
Per Hour $98.00
Per Hour $173.00
Per Hour $120.00
Per Hour $115.00
Per Hour $110.00
Per Hour $105.00
Per Hour $105.00
Per Hour $105.00
Per Hour $90.00
Per Hour $85.00
Per Hour $75.00

- - Other Charges
Concrete Coring Equipment (includes technician) Per Hour $190.00 Anchor Load Test Equipment (includes technician) Per Hour $190.00 GPR Equipment Per Hour $180.00
Inclinometer Per Hour $100.00
Hand Auger Equipment Per Hour $80.00
Rebar Locator (Pachometer) Per Hour $25.00
Vapor Emission Kit Per Kit $65.00
Nuclear Density Gauge Per Hour $12.00
X-Ray Fluorescence Per Hour $70.00
PID/FID Per Hour $25.00
Air Sampling Pump Per Hour $10.00
Field Vehicle Per Hour $15.00
Expert Witness Testimony Per Hour $450.00
Direct Expenses - According to Section 2.4 of Exhibit B Special equipment charges will be provided pursuant to Section 6 of Exhibit A and Section 2.4 of Exhibit B
- - - Notes
For field and laboratory technicians and special inspectors, overtime rates at 1.5 times the regular rates will be charged for work performed in excess of 8 hours in one day Monday through Friday and all day on Saturday. Rates at twice the regular rates will be charged for all work in excess of 12 hours in one day, all day Sunday and on holidays.

Field technician and special inspection hours are charged portal to portal at a 4-hour minimum, and 8-hour minimum for hours exceeding 4 hours.

Amendment No. 1 to Agreement/Ninyo & Moore
Rev. 10/25/2019

TABLE 2 - SCHEDULE OF FEES FOR LABORATORY TESTING
SOILS
Atterberg Limits, D 4318, CT 204
California Bearing Ratio (CSR), D 1883
Chloride and Sulfate Content, CT 417 & CT 422
Consolidation, D 2435, CT 219
Consolidation, Hydro-Collapse only, D 2435
Consolidation - Time Rate, D 2435, CT 219
Direct Shear- Remolded, D 3080
Direct Shear- Undisturbed, D 3080
Durability Index, CT 229
Expansion Index, D 4829, IBC 18-3
Expansion Potential (Method A), D 4546
Geofabric Tensile and Elongation Test, D 4632
Hydraulic Conductivity, D 5084
Hydrometer Analysis, D 6913, CT 203
Moisture, Ash, & Organic Matier of Peat/Organic Soils
Moisture Only, D 2216, CT 226
Moisture and Density, D 2937
Permeability, CH, D 2434, CT 220
pH and Resistivity, CT 643
Proctor Density D1557, D 698, CT 216, AASHTO T-180
Proctor Density with Rock Correction D 1557
R-value, D 2844, CT 301
Sand Equivalent, D 2419, CT 217
Sieve Analysis, D 6913, CT 202
Sieve Analysis, 200 Wash, D 1140, CT 202
Specific Gravity, D 854
Thermal Resistivity (ASTM 5334, IEEE 442)
Triaxial Shear, C.D, D 4767, T 297
Triaxial Shear, C.U., w/pore pressure, D 4767, T 2297 per pt Triaxial Shear, C.U., w/o pore pressure, D 4767, T 2297 per pt Triaxial Shear, U.U., D 2850
Unconfined Compression, D 2166, T 208

MASONRY
Brick Absorption, 24-hour submersion, 5-hr boiling, 7-day, C 67 Brick Compression Test, C 67
Brick Efflorescence, C 67
Brick Modulus of Rupture, C 67
Brick Moisture as received, C 67
Brick Saturation Coefficient, C 67
Concrete Block Compression Test, 8x8x16, C 140
Concrete Block Conformance Package, C 90
Concrete Block Linear Shrinkage, C 426
Concrete Block Unit Weight and Absorption, C 140
Cores, Compression or Shear Bond, CA Code
Masonry Grout, 3x3x6 prism compression, C 39
Masonry Mortar, 2x2 cube compression, C 109
Masonry Prism, half size, compression, C 1019
Masonry Prism, Full size, compression, C 1019

REINFORCING AND STRUCTURAL STEEL
Chemical Analysis, A 36, A 615
Fireproofing Density Test, UBC 7-6
Hardness Test, Rockwell, A 370
High Strength Bolt, Nut & Washer Conformance, per assembly, A 325 Mechanically Spliced Reinforcing Tensile Test, ACI
Pre-Stress Strand (7 wire), A 416
Reinforcing Tensile or Bend up to No. 11, A 615 & A 706 Structural Steel Tensile Test: Up to 200,000 lbs., A 370 Welded Reinforcing Tensile Test: Up to No. 11 bars, ACI $170
$550
$175
$300
$150
$200
$350
$300
$175
$190
$170
$200
$350
$220
$120
$35
$45
$300
$175
$220
$340
$375
$125
$145
$100
$125
$925
$550
$450
$350
$250
$180
$70
$55
$55
$50
$45
$60
$70
$500
$200
$70
$70
$45
$35
$120
$200
$135
$90
$80
$150
$175
$170
$75
$90
$80

CONCRETE
Compression Tests, 6x12 Cylinder, C 39
Concrete Mix Design Review, Job Spec
Concrete Mix Design, per Trial Batch, 6 cylinder, ACI
Concrete Cores, Compression (excludes sampling), C 42
Drying Shrinkage, C 157
Flexural Test, C 78
Flexural Test, C 293
Flexural Test, CT 523
Gunite/Shotcrete, Panels, 3 cut cores per panel and test, ACI Lightweight Concrete Fill, Compression, C 495
Petrographic Analysis, C 856
Restrained Expansion of Shrinkage Compensation
Splitting Tensile Strength, C 496
3x6 Grout, (CLSM), C 39
2x2x2 Non-Shrink Grout, C 109

ASPHALT
Air Voids, T 269
Asphalt Mix Design, Caltrans (incl. Aggregate Quality)
Asphalt Mix Design Review, Job Spec
Dust Proportioning, CT LP-4
Extraction, % Asphalt, including Gradation, D 2172, CT 382 Extraction,% Asphalt without Gradation, D 2172, CT 382
Film Stripping, CT 302
Hveem Slability and Unit Weight D 1560, T 246, CT 366
Marshall Stability, Flow and Unit Weight, T 245
Maximum Theoretical Unit Weight, D 2041, CT 309
Moisture Content, CT 370
Moisture Susceptibility and Tensile Stress Ratio, T 238, CT 371 Slurry Wei Track Abrasion, D 3910
Superpave, Asphalt Mix Verification (incl. Aggregate Quality) Superpave, Gyratory Unit Wt., T 312
Superpave. Hamburg Wheel, 20,000 passes, T 324
Unit Weight sample or core, D 2726, CT 308
Voids in Mineral Aggregate, (VMA) CT LP-2
Voids filled with Asphalt, {VFA) CT LP-3
Wax Density, D 1188

AGGREGATES
Clay Lumps and Friable Particles, C 142
Cleanness Value, CT 227
Crushed Particles, CT 205
Durabiflly, Coarse or Fine, CT 229
Fine Aggregate Angularity, ASTM C 1252, T 304, CT 234
Flat and Elongated Particle, D 4791
Lightweight Particles, C 123
Los Angeles Abrasion, C 131 or C 535
Material Finer than No. 200 Sieve by Washing, C 117
Organic Impurities, C 40
Potential Alkali Reactivity, Mortar Bar Method, Coarse, C 1260 Potential Alkali Reactivity, Mortar Bar Method, Fine, C 1260 Potential Reactivity of Aggregate (Chemical Method), C 289 Sand Equivalent, T 176, CT 217
Sieve Analysis, Coarse Aggregate, T 27, C 136
Sieve Analysis, Flne Aggregate [including wash). T 27, C 136 Sodium Sulfate Soundness, C 88
Specific Gravity and Absorption, Coarse, C 127, CT 206
Specific Gravity and Absorption, Fine, C 128, CT 207

ROOFING
Roofing Tile Absorption, (set of 5), C 67
Roofing Tile Strength Test, (set of 5), C 67
$35
$300
$850
$120
$400
$85
$85
$95
$275
$80
$2,000
$450
$100
$55
$55
$85
$4,500
$180
$85
$250
$150
$120
$225
$240
$150
$95
$1,000
$150
$4,900
$100
$1,000
$100
$90
$90
$140
$180
$180
$175
$205
$180
$220
$180
$200
$90
$90
$1,250
$950
$475
$125
$120
$145
$450
$115
$175
$250
$250
Special preparation of standard test specimens will be charged at the technician's hourly rate and shall be authorized in advance pursuant to Section 6 of Exhibit A.

EXHIBIT E

SAMPLE WORK AUTHORIZATION FORM
This work authorization ("Work Authorization") is made pursuant to the Agreement for Service between the City of Santa Clara and Ninyo & Moore Geotechnical & Environmental Sciences Consultants ("Agreement"). This Work Authorization is governed by the provisions of the Agreement and is hereby incorporated into that Agreement by reference. All Services shall be using the terms and rates included in the Agreement. In the event of any inconsistency between the terms and conditions of the Work Authorization and the Agreement, the terms and conditions of the Agreement shall govern and control. This Work Authorization is not valid until accompanied by a Purchase Order authorized by the City.

PART A: GENERAL INFORMATION
WORK AUTHORIZATION D Original
NUMBER: D First Revised
Contract No. D Second Revised
D Othec
Contractor Name/Address:

Expiration Date of
Agreement:

Contractor's Project Name: Email:

Manager:

City's Project Manager Name: Email:

Period of Performance for Start Date: Expected Completion Date:
this Work Authorization:

Maximum Compensation of Agreement:

Previously Committed Funds:

Available Funds
Maximum Compensation for this Work
Authorization
Remaining Available Funds
Sufficient funds are available in Fund #:
(to be completed bv City)
Contractor Representative Name (Print)
Contractor Representative Signature
Contractor Representative Sianature Date
Citv Project Manager Name (Print)
Authorized City Representative (Print)
City Representative Signature
City Representative Signature Date
* Authorized City Representatives include Electric Utility Assistant Director, Chief Electric Amendment No. 1 to Agreement/Ninyo & Moore
Rev. 10/25/2019

I Utility Operating Officer, Chief Electric Utility Officer PART B: SERVICES TO BE PERFORMED

1. REVISED WORK AUTHORIZATION
□ No
D If yes, provide a brief description of the change(s).

2. SCOPE OF SERVICES TO BE PERFORMED
The Contractor shall perform the service(s) described below in accordance with all of the terms and conditions of the Agreement. (Insert a detailed Scope of Services below or attach as a separate file.) Scope of Services and cost proposal shall meet all of the provisions of Section 6 of Exhibit A and Section 2 of Exhibit B.

Amendment No. 1 to Agreement/Ninyo & Moore
Rev. 10/25/2019

3. COMPENSATION
a. Basis of Compensation: D Time & Materials
b. Reimbursable Expenses:

D No expenses are reimbursable.

D Expenses are separately reimbursable in the maximum amount of:
c. Payment Schedule:

D Monthly D Completion of Deliverable/Milestone D Completion of Services
d. Payment Terms. Provide payment terms below or attach as a separate file. *Payment for on-site labor may not be paid in advance. On-site labor shall not be invoiced until completed and Customer will not make payment until certified payroll is approved.

4. LIQUIDATED DAMAGES
D Liquidated Damages do not apply.

D Liquidated Damages apply as follows:

It is mutually agreed by Contractor and City that, in event completion of the Services to be provided by the Contractor under this Agreement is delayed beyond _______ _ _ 20_, City will suffer
damages and will incur other costs and expenses of a nature and amount which is difficult or impractical to determine. The Parties agree that by way of ascertaining and fixing the amount of damages, costs and expenses, and not by way of penalty, Contractor shall pay to City the sum of _ _ _ _ _ __________ dollars($ ___ _ _ _, per day in liquidated damages to a cap of ___ _ . Contractor agrees that City may deduct the amount of said unpaid damages from any money due or that may become due to Contractor under this Agreement.

Notwithstanding the foregoing both Parties understand and agree that no liquidated damages shall accrue for delivery delays due to any modification of the Scope of Services, for delays caused by or attributable to the City, for delays caused by or attributable to third parties not under the direct control of Contractor or any force majeure event during the period of service of this Work Authorization.

Such liquidated damages shall be the City's sole and exclusive remedy for Contractor's failure to meet the agreed delivery schedule.

Amendment No. 1 to Agreement/Ninyo & Moore
Rev. 10/25/2019

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-252 Agenda Date: 6/24/2025

REPORT TO COUNCIL

SUBJECT
Action on an Amendment to the Amended and Restated Water Supply Agreement between the City and County of San Francisco and its Wholesale Customers in Alameda County, San Mateo County and Santa Clara County, and Updated Tier 2 Drought Response Implementation Plan

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
In June 2009, the City of Santa Clara entered into a Water Supply Agreement with the City and County of San Francisco (San Francisco) and Wholesale Customers in Alameda County, San Mateo County and Santa Clara County (2009 WSA). The 2009 WSA establishes the terms by which the 26 Wholesale Customers purchase water from San Francisco’s Regional Water System (RWS). The 2009 WSA builds upon the 1984 "Settlement Agreement and Master Water Sales Contract between the City and County of San Francisco and Certain Suburban Purchasers in San Mateo County, Santa Clara County and Alameda County."
In September 2017, the Bay Area Water Supply and Conservation Agency (BAWSCA) and the Water Management Representatives (WMR) of the BAWSCA member agencies began reviewing the issue of Minimum Purchase Requirements, as described in Section 3.07.C of the WSA, and discussing the creation of a process to transfer minimum annual purchase quantities among the Wholesale Customers. Throughout 2017 and 2018, the WMR held multiple meetings during which the agencies currently subject to Minimum Purchase Requirements (Original Minimum Purchase Customers - Alameda County Water District, City of Milpitas, City of Mountain View and the City of Sunnyvale) and the other Wholesale Customers shared their interests and concerns regarding changes to the Minimum Purchase Requirements and allowing transfers of minimum annual purchase quantities.

In 2019, BAWSCA approved the 2018 Amended and Restated WSA (2018 WSA), at which time the Wholesale Customers expressed a collective interest in working together to develop a process for the expedited and permanent transfer of minimum annual purchase quantities. The Wholesale Customers directed BAWSCA to facilitate negotiation of a new WSA amendment to provide a procedure for expedited and permanent transfers of minimum annual purchase quantities in a manner that safeguards the financial and water supply interests of Wholesale Customers not participating in such transfers. This amendment was memorialized in the 2021 Amended and Restated WSA (2021 WSA).

Tier 2 Plan Negotiations and Development of Minimum Purchase Quantity Reset Proposal City of Santa Clara Page 1 of 4 Printed on 6/20/2025
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25-252 Agenda Date: 6/24/2025
In January 2021, BAWSCA began facilitating an update to the Tier 2 Plan, the method for allocating water from the RWS among the Wholesale Customers during shortages caused by drought. The Tier 2 Plan is an agreement among the 26 Wholesale Customers and must be unanimously adopted by them. Each Wholesale Customer appointed a lead negotiator to represent the interests of its agency in the negotiations. Between January 2022 and June 2024, BAWSCA and the lead negotiators, supported by a consulting firm providing technical and modeling expertise, met at least 62 times, most often for half-day, in-person meetings and smaller virtual sub-group sessions, to negotiate the terms of the updated Tier 2 Plan.

In November 2021, San Francisco declared a water shortage emergency in response to the Governor’s executive action declaring a drought state of emergency across most of California. This action triggered implementation of the Tier 1 and Tier 2 Plans by BAWSCA and San Francisco for the first time. The Tier 1 Plan allocates RWS water between San Francisco retail customers and the Wholesale Customers collectively. The Tier 2 Plan is the method for allocating the Wholesale Customers’ share of RWS supply during a drought emergency among the 26 Wholesale Customers.

Throughout the two and a half years of Tier 2 Plan negotiations, the Wholesale Customers gained insight into unique characteristics of each agency and specific challenges related to water supplies and droughts. During these discussions, Wholesale Customers subject to the Minimum Purchase requirements (Minimum Purchase Customers) articulated the unique challenges that the Minimum Purchase Requirements present. More detailed information about these issues is provided in Attachment 6, the Summary of the WSA Amendments.

In June 2023, following several years of discussions regarding the Minimum Purchase Requirements, San Francisco proposed amending the 2021 WSA to reset the existing minimum annual purchase quantities to align with current water consumption trends, while protecting investment in the RWS.

For the remainder of 2023, the San Francisco Public Utility Commission (SFPUC), the Original Minimum Purchase Customers, and BAWSCA held multiple meetings to identify amendments that would address challenges related to the Minimum Purchase Requirements. Once the SFPUC and the Original Minimum Purchase Customers finalized their recommended amendments to the Minimum Purchase Requirements, the Original Minimum Purchase Customers presented the proposals to the broader Wholesale Customers’ group to secure their support. Negotiations among the Wholesale Customers were concluded in Fall 2024.

In June 2024, the lead negotiators concluded negotiations on the updated Tier 2 Plan. The agency representatives collectively agreed that they were ready to recommend the Tier 2 Plan to their governing boards for adoption, the Tier 2 Drought Response Implementation Plan is included as Attachment 5. A summary of the WSA amendments to the Tier 2 Plan is provided in Attachment 7.

Tier 1 Plan Amendment
In Fall of 2024, all 26 Wholesale Customers and San Francisco negotiated an amendment to the Tier 1 Plan in the WSA to incorporate a new “Tier 1 Family Plan,” whereby San Francisco may only apply excess use charges to Wholesale Customers who exceed their individual shortage allocation when the collective Wholesale Customer usage exceeds the Tier 1 allocation. A more detailed summary of the WSA amendments is provided in Attachment 7.

DISCUSSION
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The proposed Amendments to the Water Supply Agreement (Attachment 2) and updated Tier 2 Drought Response Implementation Plan (Attachment 5) provides an overview of two important water supply reliability contract actions:
(1) An amendment to the Amended and Restated Water Supply Agreement between the City and County of San Francisco and Wholesale Customers in Alameda County, San Mateo County and Santa Clara County (WSA): This amendment addresses three key areas:
a. Minimum Purchase Requirements and Annual Notice: Modifies Minimum Purchase requirements to align with evolving water supply conditions. SFPUC will send a written notice to each wholesale customer regarding minimum purchase quantity. b. Waiver and Rebound Year: The minimum annual purchase requirements will be waived during a drought or other period of water shortage. Tier 1 Water Shortage Allocation Plan (Tier 1 Plan): Establishes a new method for considering collective Wholesale Customer SFPUC purchases when determining how excess use charges will be applied. c. Tier 2 Drought Response and Implementation Plan (Tier 2 Plan): Establishes method for allocating the Wholesale Customers’ shares of RWS supply among the 26 Wholesale Customers.
d. Updates: Revisions to address discrete issues that arose over the course of implementing the WSA.
(2) An updated Tier 2 Drought Response Implementation Plan (Tier 2 Plan): The Tier 2 Plan provides the method for allocating water from the San Francisco Regional Water System (RWS) among the Wholesale Customers during periods of shortage caused by drought.

This approval is conditioned upon all of the other 26 Wholesale Customers approving the Tier 2 Plan on or before December 31, 2025.

During Tier 2 negotiations City staff, in collaboration with BAWSCA staff and Wholesale Customer representatives, negotiated an improved drought allocation for San Francisco wholesale water purchases under the revised Tier 2 Plan. Under the previous Tier 2 Plan with a 15% cutback declared by San Francisco during a drought, Santa Clara received a 34% cutback. Under the new Tier 2 Plan, that cutback will be 16%, a substantially improved allocation.

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

FISCAL IMPACT
Approval of these amendments has a minimal fiscal impact. BAWSCA estimates wholesale water cost increases of $0.007 to $0.040 per CCF (0.13% to 0.72%) as a result of implementing this new plan. Based on 2024 wholesale water purchases from San Francisco, the fiscal impact to Santa Clara’s Water Utility would be between $1,000 and $6,000 annually, which can be absorbed in the Water Utility operating budget.

COORDINATION
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25-252 Agenda Date: 6/24/2025
This report was coordinated with the City Attorney’s Office.

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

RECOMMENDATION

1. Adopt the Resolution Approving an Amendment to the Restated Water Supply Agreement (WSA) between the City and County of San Francisco and Wholesale Customers in Alameda County, San Mateo County and Santa Clara County for Minimum Purchase Requirements and the Tier 1 Water Shortage Allocation Plan on the terms presented, in a final form approved by the City Attorney.

2. Adopt the Resolution Approving the Amendment for Tier 2 Drought Response Implementation Plan (Tier 2 Plan) on the terms presented, in a final form approved by the City Attorney.

Reviewed by: John Ramirez, Director, Water & Sewer Utilities Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. Proposed Resolution Amending WSA for Minimum Purchase and Tier 1

2. Redline Amended Water Supply Agreement Showing Changes to Sections 3.07, 2.03 (C),

3.09, 9.07, E, E-3 and H

3. Clean Amended Water Supply Agreement including Changes to Sections 3.07, 2.03 (C), 3.09,

9.07, E, E-3 and H

4. Proposed Resolution Approving Updated Tier 2 Plan

5. Tier 2 Drought Response Implementation Plan

6. Summary of WSA Amendments Minimum Purchase Quantity

7. Summary of WSA Amendments Tier 1 and Tier 2 Plan
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Resolution Amending the Water Supply Agreement 1
21502307.7

CITY OF SANTA CLARA
RESOLUTION NO. ________

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA, APPROVING AN

AMENDMENT TO THE AMENDED AND RESTATED WATER SUPPLY AGREEMENT

BETWEEN THE CITY AND COUNTY OF SAN FRANCISCO AND WHOLESALE CUSTOMERS

IN ALAMEDA COUNTY, SAN MATEO COUNTY, AND SANTA CLARA COUNTY WHEREAS, water supply agencies in Alameda, San Mateo, and Santa Clara Counties have purchased water from the City and County of San Francisco (San Francisco) for many years; and
WHEREAS, the San Francisco Public Utilities Commission (SFPUC) operates the Regional Water System, which delivers water to communities in Alameda, San Mateo, and Santa Clara Counties, as well as to customers within San Francisco (collectively, “the Parties”); and
WHEREAS, the Parties entered into the “Settlement Agreement and Master Water Sales Contract between the City and County of San Francisco and Certain Suburban Purchasers in San Mateo County, Santa Clara County and Alameda County” in 1984 (1984 Settlement Agreement and Master Water Sales Contract); and
WHEREAS, in April 2003, water supply agencies in Alameda, San Mateo and Santa Clara Counties (collectively referred to as the Wholesale Customers) established the Bay Area Water Supply and Conservation Agency (BAWSCA), as authorized by Water Code Sections 81300 et seq.; and
WHEREAS, upon expiration of the 1984 Settlement Agreement and Master Water Sales Contract, the Parties entered into the “Water Supply Agreement between San Francisco and Wholesale Customers in Alameda County, San Mateo County, and Santa Clara County” (Water Supply Agreement or WSA) on July 1, 2009, authorized by SFPUC Resolution No. 09-0069, dated April 28, 2009; and
WHEREAS, in 2017, the Wholesale Customers directed BAWSCA to act as its authorized representative in discussions and negotiations with San Francisco to amend the Water Supply Agreement to address a number of substantive issues and these negotiations Resolution Amending the Water Supply Agreement 2
21502307.7
resulted in the Parties' adoption of the Amended and Restated Water Supply Agreement in 2018 authorized by SFPUC Resolution No. 18-0212, dated December 11, 2018; and WHEREAS, in February 2019 this Council by Resolution No. 19-8670 approved the Amended and Restated Water Supply Agreement (2018 WSA); and WHEREAS, pursuant to WSA Section 3.07, four Wholesale Customers (Alameda County Water District and the Cities of Milpitas, Mountain View, and Sunnyvale, collectively, the “Original Minimum Purchase Customers”) may purchase water from sources other than the SFPUC, but they are each obligated to purchase a specific minimum annual quantity of water from the SFPUC, referred to as a “Minimum Purchase Requirement;” and WHEREAS, historically, if a Minimum Purchase Customer does not meet its Minimum Purchase Requirement in a particular fiscal year, it must pay the SFPUC for the difference between its metered water purchases during the fiscal year and its minimum annual purchase quantity set forth in WSA Attachment E; and
WHEREAS, some Original Minimum Purchase Customers pay the SFPUC for water that is not delivered due to either insufficient potable demand within their service area or conservation efforts during drought rationing; and
WHEREAS, as part of the 2018 negotiations, the Wholesale Customers and the SFPUC resolved to work promptly to identify a resolution to this as part of a future contract amendment; and
WHEREAS, in 2019, the Wholesale Customers directed BAWSCA to draft a proposed amendment to the 2018 WSA to provide a procedure for expedited and permanent transfers of minimum annual purchase quantities that safeguards the financial and water supply interests of Wholesale Customers not participating in such transfers and these negotiations resulted in the Parties' adoption of the Amended and Restated Water Supply Agreement in 2021, authorized by SFPUC Resolution No. 21-009, dated January 26, 2021; and WHEREAS, in April 20221 this Council by Resolution No. 21-0009073 approved the Amended and Restated Water Supply Agreement (2021 WSA); and Formatted: Not Highlight
Formatted: Not Highlight
Formatted: Not Highlight
._ - - - - - - - - - - - - - ~ _ ____.__ - - - - - - - - - - - ---:::::.. - Resolution Amending the Water Supply Agreement 3
21502307.7
WHEREAS, the 2021 WSA provided a significant, but incomplete solution to address the Original Minimum Purchase Customer’s concerns with the minimum purchase quantities through a transfer process; and
WHEREAS, 2021 WSA Section 3.11.C. provides that the SFPUC may reduce the amount of water available to the Wholesale Customers in response to a drought; and WHEREAS, 2021 WSA Section 3.11.C. provides that the Tier 1 Shortage Plan (Attachment H to the WSA) will be used, during system-wide shortages of 20% or less, to allocate water from the Regional Water System between Retail and Wholesale Customers ; and WHEREAS, 2021 WSA Section 3.11.C. further provides that the SFPUC will honor allocations of water among the Wholesale Customers (Tier 2 Allocations) unanimously agreed to by all Wholesale Customers or provided by BAWSCA; and WHEREAS, in 2021, the SFPUC and BAWSCA implemented the Tier 1 and Tier 2 Plans for the first time; and
WHEREAS, throughout 2022 and 2024, the Wholesale Customers convened at least once per month, most often for half-day in-person workshops, to negotiate an update to the method for sharing water made available from the SFPUC during shortages caused by drought (Tier 2 Plan); and
WHEREAS, each Wholesale Customer appointed a lead negotiator to represent the interests of its agency in the negotiations; and
WHEREAS, during the Tier 2 Plan negotiations, the Original Minimum Purchase Customers renewed discussions among the Wholesale Customers to identify a comprehensive and final solution to concerns about the minimum purchase quantities; and WHEREAS, during the Tier 2 Plan negotiations, the Wholesale Customers identified, and the SFPUC agreed to, changes to the Tier 1 Plan that would facilitate agreement on the updated Tier 2 Plan; and
WHEREAS, in June 2023, following several years of discussions regarding the Minimum Purchase Requirements, the SFPUC proposed amending the 2021 WSA to reset the existing Resolution Amending the Water Supply Agreement 4
21502307.7
minimum annual purchase quantities to align with current water consumption trends, while protecting investment in the RWS; and
WHEREAS, in 2024, the SFPUC, the Original Minimum Purchase Customers, and BAWSCA held multiple meetings to identify amendments that would address challenges related to the Minimum Purchase Requirements; and
WHEREAS, once the SFPUC and the Original Minimum Purchase Customers discussed amendments to the Minimum Purchase Requirements, the Original Minimum Purchase Customers presented proposals to the broader Wholesale Customer group to secure their support; and
WHEREAS, in 2024, the Wholesale Customers came to a final agreement on a package that includes an updated Tier 2 Plan, amendments to the minimum purchase quantity requirements, and amendments to the Tier 1 Plan; and
WHEREAS, with its Alternative Water Supply Program, the SFPUC is in the early stages of planning for projects to support the Wholesale and Retail Customers' ability to respond to climate change and address future water supply challenges and vulnerabilities, such as regulatory changes, earthquakes, disasters, emergencies, and increases in population and employment; and
WHEREAS, the Original Minimum Purchase Customers are particularly well-suited to develop local, drought resilient supplies, which improve the reliability of the San Francisco Regional Water System (RWS) for all users; and
WHEREAS, under 2021 WSA Section 3.06.D, the Parties agree that they will diligently apply their best efforts to use both surface water and groundwater sources located within their respective service areas and available recycled water to the maximum feasible extent, taking into account the environmental impacts, the public health effects, and the effects on supply reliability of such use, as well as the cost of developing such sources; and WHEREAS, each Wholesale Customer recognizes the importance of local water supplies in improving regional water supply reliability and commits to develop and use available local water supplies within their service areas, consistent with Section 3.06.D of the WSA; and Resolution Amending the Water Supply Agreement 5
21502307.7
WHEREAS, the City of Mountain View approved a Recycled Water Feasibility Study Update Draft Report on March 22, 2022 with seven staff recommendations, including: (1) working with the City of Palo Alto and the Santa Clara Valley Water District on the first phase of an advanced water purification system to improve recycled water quality, (2) planning and siting a recycled water storage reservoir in the City of Mountain View’s North Bayshore Area to improve system performance and reliability, and (3) building-out the recycled water distribution system to serve all of North Bayshore and a portion of NASA Ames; and WHEREAS, the City of Sunnyvale approved an updated Recycled Water Master Plan on September 24, 2024 and directed staff to look into expanding the recycled water system, which currently includes 22 miles of recycled water pipelines, two recycled water pump stations, and a recycled water storage tank with a 2.5-million-gallon capacity; and WHEREAS, the City of Milpitas continues to promote the use of recycled water to existing and new customers along the recycled water pipeline within the city, and has committed to developing local groundwater supplies to help meet projected long term water demand; and WHEREAS, since 1995, the Alameda County Water District has invested over $300 million in water supply reliability initiatives to enhance local water supplies and reduce its dependence on imported supplies, including water conservation, conjunctive use groundwater management, brackish groundwater desalination, and groundwater banking; and WHEREAS, as of January 2025, the SFPUC has budgeted $298.3 million over the next ten years to fund water supply projects; and
WHEREAS, the Parties now desire to approve an amendment to the 2021 WSA to reduce the minimum annual purchase quantities to 80% of average purchases from the most recent four (4) non-drought years and establish a continuing, periodic review of the minimum annual purchase quantities on a 10-year schedule; and
WHEREAS, the amendment will also establish a Rebound Year minimum annual purchase quantity calculation for the first year following a waiver of the Minimum Purchase Requirements; and
WHEREAS, the amendment further provides that Imputed Sales will not apply to an Original Minimum Purchase Customer that does not meet its individual Minimum Purchase Requirements if the collective SFPUC purchases from all Original Minimum Purchase Resolution Amending the Water Supply Agreement 6
21502307.7
Customers are equal to or greater than the total collective minimum annual purchase quantity; and
WHEREAS, the Parties also desire to adopt an amendment to the Tier 1 Plan to provide that excess use charges will not apply to Wholesale Customers that exceed their individual annual shortage allocation if the Wholesale Customers’ collective SFPUC purchases are less than the total Tier 1 allocation; and
WHEREAS, the amendment further provides that if the collective Wholesale Customers’ SFPUC purchases exceed total Tier 1 allocation, excess use charges will be applied to each Wholesale Customer that exceeded its individual annual allocation, proportional to the collective Wholesale Customer's overuse of the total Tier 1 allocation; and WHEREAS, the Parties also desire to adopt an amendment to the 2021 WSA to include the following substantive modifications:
a) update references in Section 2.03.C regarding BAWSCA’s authority to amend attachments;
b) extend the timing of the completion of the WSIP to reflect the currently adopted program completion date (Section 3.09);
c) correct a reference to a SFPUC resolution number in Section 9.07; d) update “Imputed Sales” definition in Attachment A to reference Attachment E; e) update “Level of Service Goals and Objectives” definition in Attachment A to reflect updated and expanded Level of Service Goals and Objectives adopted by the SFPUC in November 2023; and
WHEREAS, the SFPUC approved these amendments and authorized the execution of a 2025 Amended and Restated Water Supply Agreement incorporating these amendments on May 13, 2025 pursuant to SFPUC Resolution No. 25-####; and WHEREAS, [to be reviewed by Agency legal counsel] the amendment considered now is not a "project" for the purposes of CEQA as it involves an administrative activity that does not result in a direct change to the environment (see 14 CCR Section 15378(b)(5)), and would not result in a direct or reasonably foreseeable indirect physical change in the environment (see 14 CCR Section 15060(c)(2)); and
Commented [GW1]: Brendan to receive Resolution
from San Francisco
Commented [GW2]: Xander to review
Commented [AA3R2]: Fine with me.

I l
Resolution Amending the Water Supply Agreement 7
21502307.7
[Optional to be considered by Agency legal counsel if necessary] WHEREAS, in the event the amendment is considered a "project," it would be subject to the categorical exemption for operation, repair, and maintenance of existing facilities (see 14 CCR Section 15301) and the amendment does not implicate substantial changes that involve a new significant environmental effect (see 14 CCR Section 15162(a)).

NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF SANTA CLARA that the Council finds AS FOLLOWS:

1. The Council approves the revisions included in Attachment 2the attached Exhibit A, approves those revisions to be incorporated into a revised WSA titled the "2025 Amended and Restated Water Supply Agreement Between the City and County of San Francisco Wholesale Customers in Alameda County, San Mateo County, and Santa Clara County" dated as of 2025 (2025 Amended and Restated Water Supply Agreement).

2. The City Manager is authorized and directed to execute the 2025 Amended and Restated Water Supply Agreement, when final execution copies are prepared and distributed by BAWSCA.

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

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 24TH DAY OF JUNE, 2025, BY THE FOLLOWING VOTE:

PASSED AND ADOPTED this 24th day of June, 2025, by the following vote:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
Formatted: Indent: First line: 0.25"
Resolution Amending the Water Supply Agreement 8
21502307.7
AYES:

NOES:

ABSENT:

City Manager
Approved as to form: ATTEST:

City Attorney City Clerk
Attachments 2 & 3:

Exhibit A: Redline and clean excerpts showing changes to Sections 2.03, 3.07, 3.09,

9.07, Attachment A, Attachment E and Attachment H of the Amended and Restated Water Supply Agreement.
1 Redline Comparing 2021 Amended and Restated Water Supply Agreement and 2025 Proposed Amendments: Section 3.07
21706153.3

3.07. Restrictions on Purchases of Water from Others; Minimum Annual Purchases A. Each Wholesale Customer (except for Alameda County Water District and the cities of Milpitas, Mountain View and Sunnyvale) agrees that it will not contract for, purchase or receive, with or without compensation, directly or indirectly, from any person, corporation, governmental agency or other entity, any water for delivery or use within its service area without the prior written consent of San Francisco.

B. The prohibition in subsection A does not apply to:

1. recycled water;

2. water necessary on an emergency and temporary basis, provided that the Wholesale Customer promptly gives San Francisco notice of the nature of the emergency, the amount of water that has been or is to be purchased, and the expected duration of the emergency; or

3. water in excess of a Wholesale Customer’s Individual Supply Guarantee.

C. Minimum Annual Purchase Quantities. Alameda County Water District and the cities of Milpitas, Mountain View and Sunnyvale may purchase water from sources other than San Francisco, provided that San Francisco shall require that each purchase a minimum annual quantity of water from San Francisco. These Minimum Annual Purchase Quantities are set out in Attachment E and shall also be included in the Individual Water Sales Contracts between San Francisco and each of these four Wholesale Customers (collectively referred to as the Original Minimum Purchase Customers). Pursuant to Section 3.04, certain Wholesale Customers may also be required to purchase Temporary Modified Minimum Annual Purchase Quantities, set out in Attachment E-1, from San Francisco. Attachment E will be updated pursuant to Section 3.04 to reflect any reduction in existing Minimum Annual Purchase Quantities and any addition of new Minimum Annual Purchase Quantities when Temporary Modified Minimum Annual Purchase Quantities expire and are removed from Attachment E-1; Individual Water Sales Contracts between San Francisco and any Wholesale Customers who are participants in a transfer under Section 3.04 will similarly be amended, as necessary.

1. Annual Notice. After the end of each fiscal year, the SFPUC will send a written notice to each Wholesale Customer that is subject to the minimum annual purchase requirements of this section with a Minimum Annual Purchase Quantity, or a Temporary Modified Minimum Annual Purchase Quantity with a copy to BAWSCA. The notice will include: (1 2 Redline Comparing 2021 Amended and Restated Water Supply Agreement and 2025 Proposed Amendments: Section 3.07
21706153.3
(a) the quantity of water delivered to theeach of those Wholesale CustomerCustomers individually and all of the Original Minimum Purchase Customers collectively during the previous fiscal year; (
2 (b) each Wholesale Customer’s individual Minimum Annual Purchase Quantity or Temporary Modified Minimum Annual Purchase Quantity (as adjusted for a Rebound Year, if applicable, under Section 3.07.C.2);
) whether or not the Wholesale Customer met its minimum annual purchase requirement under this section; (3
(c) whether or not each Wholesale Customer met its individual Minimum Annual Purchase Quantity or Temporary Modified Minimum Annual Purchase Quantity (as adjusted for a Rebound Year, if applicable);
(d) whether or not the Original Minimum Purchase Customers collectively purchased a volume of water from San Francisco that is equal to or greater than the sum of their four Minimum Annual Purchase Quantities (as adjusted for a Rebound Year, if applicable); (e) any Imputed Sales charged to the Wholesale Customer;Customers; and (4 (f) the status of any Temporary Modified Minimum Annual Purchase QuantityQuantities of the Wholesale Customer, if applicable. Customers.

C.2. Waiver and Rebound Year. The minimum annual purchase requirements set out in Attachments E and E-1 will be waived during a Drought or other period of water shortage if the water San Francisco makes available to these Wholesale Customers is less than itstheir Minimum Annual Purchase QuantityQuantities or Temporary Modified Minimum Annual Purchase Quantities, and may be waived during a state of emergency declared by the Governor of California that impacts water supply use or deliveries from the Regional Water System. Once the waiver is no longer in effect, each of the minimum annual purchase requirements set out in Attachments E and E-1 shall be temporarily set, for one full fiscal year (referred to as the Rebound Year), to the midpoint between (1) the Wholesale Customer’s actual San Francisco purchases for the final year in which the waiver was in effect, up to a maximum of the Customer’s Minimum Annual Purchase Quantity or Temporary Modified Minimum Annual Purchase Quantity, and (2) the Wholesale Customer’s Minimum Annual Purchase Quantity or Temporary Modified Minimum Annual Purchase Quantity set out in Attachment E or Attachment E-1, as applicable. Any fiscal year in which a Wholesale Customer meets its Rebound Year-adjusted Temporary Modified Minimum 3 Redline Comparing 2021 Amended and Restated Water Supply Agreement and 2025 Proposed Amendments: Section 3.07
21706153.3
Annual Purchase Quantity, but not its standard Temporary Modified Minimum Annual Purchase Quantity, will not count as a fiscal year in which the Wholesale Customer has met or exceeded its Temporary Modified Minimum Purchase Quantity for the purposes of Section 3.04.C(4)(a).

D. Minimum Annual Purchase Quantity Reset. As shown on Attachment E, in Fiscal Year 2025-26, the Parties reset the then-existing Minimum Annual Purchase Quantities of the Original Minimum Purchase Customers to 80% of the average San Francisco purchases of each Customer over the four most recent non-drought years preceding Fiscal Year 2024-25, effective for Fiscal Year 2024-25. If the Parties extend the Term of this Agreement beyond June 30, 2034 pursuant to Section 2.02, the Parties will review the Minimum Annual Purchase Quantities of the Original Minimum Purchase Customers again ten years after the Fiscal Year 2025-26 reset. If the Original Minimum Purchase Customers, or San Francisco, want to propose a reset of the Minimum Annual Purchase Quantities for Fiscal Year 2035-36, they will provide written notice on or before June 30, 2034. The Parties will meet and confer promptly to evaluate written reset proposals. By November 30, 2035, if the Parties have come to an agreement, the SFPUC will calculate the revised Minimum Annual Purchase Quantities based on the agreed upon methodology and provide written notice to the Original Minimum Purchase Customers and BAWSCA. The Original Minimum Purchase Customers will have at least 15 business days to review and meet and confer with the SFPUC with any questions or concerns before the revised quantities are finalized. If the Parties are unable to come to an agreement, the then-existing Minimum Annual Purchase Quantities will remain unchanged. Any changes to the Minimum Annual Purchase Quantities under this Section

3.07.D will be reflected in a revised Attachment E approved with the written concurrence of San Francisco and BAWSCA in accordance with Section 2.03.C. The Parties intend to include a continuing, periodic review of the Minimum Annual Purchase Quantities on a ten-year schedule in the successor to this Agreement.

E. Collective Minimum Annual Purchase Quantities Considered Before Application of Imputed Sales. Imputed Sales will not apply to any of the individual Original Minimum Purchase Customers in a particular fiscal year if those Customers have collectively purchased a volume of water from San Francisco that is equal to or greater than the sum of their four Minimum Annual Purchase Quantities shown in Attachment E (or adjusted for a Rebound Year pursuant to Section

3.07.C.2, if applicable). If the Original Minimum Purchase Customers do not collectively purchase that sum, any Original Minimum Purchase Customer that has not met its standard or Rebound Year-adjusted Minimum Annual Purchase Quantity will be responsible for Imputed Sales proportional to its share of the difference between that sum and the Original Minimum Purchase Customers’ total purchases from San Francisco. Examples of this calculation are contained in 4 Redline Comparing 2021 Amended and Restated Water Supply Agreement and 2025 Proposed Amendments: Section 3.07
21706153.3
Attachment E-3.
21702335.2
Redline Comparing 2021 Amended and Restated Water Supply Agreement and 2025 Proposed Amendments: Sections 2.03, 3.09, and 9.07, and Attachment A Definitions

2.03. Amendments.

C. Amendments to Attachments. The following attachments may be amended with the written concurrence of San Francisco and BAWSCA on behalf of the Wholesale Customers:

Attachment Name
C Individual Supply Guarantees (amendments reflecting Section

3.04 transfers only)
E Minimum Annual Purchase Quantities (amendments reflecting Section 3.04 transfers and Section 3.07 resets only)
E-1 Temporary Modified Minimum Annual Purchase Quantities G Water Quality Notification and Communications Plan
(as may be amended)
J Water Use Measurement and Tabulation
L-1 Identification of WSIP Projects as Regional/Retail
N-1 Balancing Account/Rate Setting Calculation Table
N-2 Wholesale Revenue Requirement Schedules
N-3 Schedule of Projected Water Sales, Wholesale Revenue Requirement and Wholesale Rates
P Management Representation Letter
R Classification of Existing System Assets (subject to Section

5.11)
Amendments to these attachments shall be approved on behalf of San Francisco by the Commission and on behalf of BAWSCA by its Board of Directors, unless the Commission by resolution delegates such authority to the General Manager of the SFPUC or the Board of Directors by resolution delegates such authority to the General Manager/CEO of BAWSCA. 21702335.2

3.09. Completion of WSIP
San Francisco will complete construction of the physical facilities in the WSIP by DecemberJune 30, 20212032. The SFPUC agrees to provide for full public review and comment by local and state interests of any proposed changes that delay previously adopted project completion dates or that delete projects. The SFPUC shall meet and consult with BAWSCA before proposing to the Commission any changes in the scope of WSIP projects which reduce their capacity or ability to achieve adopted Level of Service Goals and Objectives.

The SFPUC retains discretion to determine whether to approve the physical facilities in the WSIP until after it completes the CEQA process as set forth in Section 4.07.

9.07. City of Brisbane, Guadalupe Valley Municipal Improvement District, Town of Hillsborough
A. The parties acknowledge that San Francisco has heretofore provided certain quantities of water to the City of Brisbane (“Brisbane”), Guadalupe Valley Municipal Improvement District (“Guadalupe”) and the Town of Hillsborough (“Hillsborough”) at specified rates or without charge pursuant to obligations arising out of agreements between the predecessors of San Francisco and these parties, which agreements are referred to in judicial orders, resolutions of the SFPUC and/or the 1960 contracts between San Francisco and Brisbane, Guadalupe and Hillsborough. The parties intend to continue those arrangements and accordingly agree as follows:

1. Nothing in this Agreement is intended to alter, amend or modify the terms of SFPUC Resolution No. 74-06530053 or the indenture of July 18, 1908 between the Guadalupe Development Company and the Spring Valley Water Company.

2. Nothing in this Agreement is intended to alter, amend or modify the Findings of Fact and Conclusions of Law and Judgment dated May 25, 1961 in that certain action entitled City and County of San Francisco v. Town of Hillsborough in the Superior Court of the State of California in and for the County of Marin, No. 23282, as modified by the Satisfaction of Judgment filed October 23, 1961 and the Compromise and Release between Hillsborough and San Francisco dated August 22, 1961. The rights and obligations of Hillsborough under these documents shall continue as therein set forth.

3. Nothing in this Agreement is intended to affect or prejudice any claims, rights or remedies of Guadalupe or of Crocker Estate Company, a corporation, or of Crocker Redline Comparing 2021 Amended and Restated Water Supply Agreement and 2025 Proposed Amendments: Sections 2.03, 3.09, and 9.07, and Attachment A Definitions 21702335.2
Land Company, a corporation, or of San Francisco, or of their successors and assigns, respectively, with respect to or arising out of that certain deed dated May 22, 1884, from Charles Crocker to Spring Valley Water Works, a corporation, recorded on May 24, 1884, in Book 37 of Deeds at page 356, Records of San Mateo County, California, as amended by that certain Deed of Exchange of Easements in Real Property and Agreement for Trade in Connection Therewith, dated July 29, 1954, recorded on August 4, 1954, in Book 2628, at page 298, Official Records of said San Mateo County, or with respect to or arising out of that certain action involving the validity or enforceability of certain provisions of said deed entitled City and County of San Francisco v. Crocker Estate Company, in the Superior Court of the State of California in and for the County of Marin, No. 23281.

Attachment A - Definitions
“Imputed Sales” apply when a Wholesale Customer does not meet the minimum annual purchase requirements of Section 3.07.C, as shown on Attachment E and Attachment E-1, except in fiscal years in which a waiver of these requirements is in effect. Imputed Sales are calculated as the difference between (1) a Wholesale Customer’s metered water purchases during a fiscal year, from July 1 to June 30, and (2) the larger of (a) or (b) as follows: (a) the Wholesale Customer’s Minimum Annual Purchase Quantity, as specified in Attachment E and may be adjusted pursuant to Section 3.07.C.2, or (b) the Wholesale Customer’s Temporary Modified Minimum Annual Purchase Quantity, as specified in Attachment E-1. and may be adjusted pursuant to Section 3.07.C.2. If a Wholesale Customer has more than one Temporary Modified Minimum Annual Purchase Quantity, the largest quantity is used for calculating Imputed Sales. Imputed Sales are considered wholesale water usage for the purposes of calculating the Proportional Annual Use, and any fees charged for Imputed Sales are considered wholesale revenues.
“Level of Service Goals and Objectives” refers to the “Phased WSIP Goals and Objectives” adopted by the Commission in Resolution No. 08-0200 dated October 30, 2008 as part of the approval of the WSIP, as updated and expanded by the "2023 Amended and Updated Water Enterprise Level of Service Goals and Objectives," adopted by the Commission in Resolution No. 23-0210 dated November 28, 2023, and any amendments that may be adopted by the Commission.

Redline Comparing 2021 Amended and Restated Water Supply Agreement and 2025 Proposed Amendments: Sections 2.03, 3.09, and 9.07, and Attachment A Definitions 21715759.2

ATTACHMENT E

MINIMUM ANNUAL PURCHASE QUANTITIES
(Section 3.07.C)

AGENCY MINIMUM ANNUAL PURCHASE QUANTITY
(IN MGD)1
Alameda County Water District 7.6486.682
City of Milpitas 5.3414.371
City of Mountain View 8.9306.047
City of Sunnyvale 8.9307.412
1 In Fiscal Year (FY) 2025-26, the then-existing Minimum Annual Purchase Quantities for Alameda County Water District and the Cities of Milpitas, Mountain View, and Sunnyvale were reset to 80% of each of those four customers’ average San Francisco purchases over the four non-drought years preceding FY 2024-25 (FY 2017-18, FY 2018-19, FY 2019-20, and FY 2020-21), effective FY 2024-25. Prior to this reset, from the effective date of this Agreement (July 1, 2009) through FY 2023-24, those four customers had the following Minimum Annual Purchase Quantities:

1. Alameda County Water District: 7.648 MGD

2. City of Milpitas: 5.341 MGD

3. City of Mountain View: 8.930 MGD

4. City of Sunnyvale: 8.930 MGD
Redline Comparing 2021 Amended and Restated Water Supply Agreement and 2025 Proposed Amendment Attachment E
Redline Comparing 2021 Amended and Restated Water Supply Agreement and 2025 Proposed Amendments
1 21606945.9

ATTACHMENT H

WATER SHORTAGE ALLOCATION PLAN
This Interim Water Shortage Allocation Plan (“Plan"), also known as the Tier 1 Shortage Plan, describes the method for allocating water between the San Francisco Public Utilities Commission (“SFPUC"), on the one hand, and the Wholesale Customers collectively, on the other, during shortages caused by drought. The Plan also implements a method for allocating water among the individual Wholesale Customers, known as the Tier 2 Drought Response Implementation Plan (“Tier 2 Plan”), which has separately been adopted by the Wholesale Customers and does not include the SFPUC. The Plan includes provisions for transfers, banking, and excess use charges. The Plan applies only when the SFPUC determines that a system-wide water shortage due to drought exists, and all references to “shortages” and “water shortages” are to be so understood. This Plan was initially adopted pursuant to Section 7.03(a) of the 1984 Settlement Agreement and Master Water Sales Contract and has been incorporated and updated to correspond to the terminology used in the June 2009 Water Supply Agreement between the City and County of San Francisco and Wholesale Customers in Alameda County, San Mateo County and Santa Clara County (“Agreement”), as amended and restated from time to time.

SECTION 1. SHORTAGE CONDITIONS

1.1. Projected Available SFPUC Water Supply. The SFPUC shall make an annual determination as to whether or not a shortage condition exists. The determination of projected available water supply shall consider, among other things, stored water, projected runoff, water acquired by the SFPUC from nonSFPUC sources, inactive storage, reservoir losses, allowance for carryover storage, and water bank balances, if any, described in Section 3.

1.2 Projected SFPUC Customer Purchases. The SFPUC will utilize purchase data, including volumes of water purchased by the Wholesale Customers and by Retail Customers (as those terms are used in the Agreement) in the year immediately prior to the drought, along with other available relevant information, as a basis for determining projected system-wide water purchases from the SFPUC for the upcoming year.Supply Year (defined as the period from July 1 through June 30).

1.3. Shortage Conditions. The SFPUC will compare the projected available water supply (Section 1.1) with projected system-wide water purchases (Section 1.2). A shortage condition exists if the SFPUC determines that the projected available water supply is less than projected system-wide water purchases in the upcoming Supply Year (defined as the period from July 1 through June 30).. When a shortage condition exists, SFPUC will determine whether voluntary or mandatory actions will be required to reduce purchases of SFPUC water to required levels.

1.3.1 Voluntary Response. If the SFPUC determines that voluntary actions will be sufficient to accomplish the necessary reduction in water use throughout its service area, the SFPUC and the Wholesale Customers will make good faith efforts to reduce their water purchases to stay within their annual shortageTier 1 and Tier 2 allocations as applicable (see Section 2 of this Attachment H) and associated monthly water use budgets. The SFPUC will not impose excess use charges during periods of voluntary rationing, but may suspend the prospective accumulation of water bank credits, or impose a ceiling on further accumulation of bank credits, consistent with Section 3.2.1 of this Plan.

1.3.2 Mandatory Response. If the SFPUC determines that mandatory actions will be required to accomplish the necessary reduction in water use in the SFPUC service area, the SFPUC may implement excess use charges as set forth in Section 4 of this Plan.

Redline Comparing 2021 Amended and Restated Water Supply Agreement and 2025 Proposed Amendments
2 21606945.9

1.4. Period of Shortage. A shortage period commences when the SFPUC determines that a water shortage exists, as set forth in a declaration of water shortage emergency issued by the SFPUC pursuant to California Water Code Sections 350 et seq. Termination of the water shortage emergency will be declared by resolution of the SFPUC.

SECTION 2. SHORTAGE ALLOCATIONS

2.1. Annual Tier 1 Allocations between the SFPUC and the Wholesale Customers. The annual water supply available during shortages will be allocated between the SFPUC and the collective Wholesale Customers as follows:

Level of System Wide
Reduction in Water Use
Required
Share of Available Water
SFPUC Share Wholesale Customers Share
5% or less
6% through 10%
11% through 15%
16% through 20%

35.5%

36.0%

37.0%

37.5%

64.5%

64.0%

63.0%

62.5%
This Plan refers to the SFPUC’s and Wholesale Customers’ respective shares of available water so established as the SFPUC’s and Wholesale Customers’ Tier 1 allocations. The water allocated to the SFPUC shall correspond to the total allocation for all Retail Customers. In the event that the SFPUC share of the available water supply in the above table results in Retail Customers having a positive allocation (i.e., a supply of additional water rather than a required percentage reduction in water use), the SFPUC’s percentage share of the available water supply in the table shall be reduced to eliminate any positive allocation to Retail Customers, with a corresponding increase in the percentage share of the available water supply allocated to the Wholesale Customers. For any level of required reduction in system-wide water use during shortages, the SFPUC shall require Retail Customers to conserve a minimum of 5%, with any resulting reallocated supply credited to storage for inclusion in calculation of projected available water SFPUC water supply in a subsequent year (Section 1.1).

The parties agree to reevaluate the percentages of the available water supply allocated to Retail and Wholesale Customers by May 1, 2028.

2.2 Annual Tier 2 Allocations among the Wholesale Customers. The annual water supply allocated to the Wholesale Customers collectively during system wide shortages of 20 percent or less (i.e., the Wholesale Customers’ Tier 1 allocation) will be apportioned among them based on a methodology, known as the Tier 2 Plan, that has been separately adopted by all of the Wholesale Customers, and not the SFPUC, as described in Section 3.11(C) of the Agreement. In any year for which the methodology must be applied, the Bay Area Water Supply and Conservation Agency (“BAWSCA”) will calculate each Wholesale Customer’s individual percentage share of the amount of water allocated to the Wholesale Customers collectively pursuant to Section 2.1. Following the declaration or reconfirmation of a water shortage emergency by the SFPUC, BAWSCA will deliver to the SFPUC General Manager a list, signed by the President of BAWSCA’s Board of Directors and its General Manager, showing each Wholesale Customer together with its percentage share and stating that the list has been prepared in accordance with the methodology adopted by the Wholesale Customers. The SFPUC shall allocate water to each Wholesale Customer, as specified in the list. The shortage allocations so established (known as Tier 2 Redline Comparing 2021 Amended and Restated Water Supply Agreement and 2025 Proposed Amendments
3 21606945.9
allocations) may be transferred as provided in Section 2.5 of this Plan. If BAWSCA or all Wholesale Customers do not provide the SFPUC with individual allocations, the SFPUC may make a final allocation decision after first meeting and discussing allocations with BAWSCA and the Wholesale Customers.

The Tier 2 Plan methodology adopted by the Wholesale Customers utilizes the rolling average of each individual Wholesale Customer’s purchases from the SFPUC during the three immediately preceding Supply Years. The SFPUC agrees to provide BAWSCA by November 1 of each year a list showing the amount of water purchased by each Wholesale Customer during the immediately preceding Supply Year.

The list will be prepared using Customer Service Bureau report MGT440 (or comparable official record in use at the time), adjusted as required for any reporting errors or omissions, and will be transmitted by the SFPUC General Manager or his designee.

2.3. Limited Applicability of Plan to System Wide Shortages Greater Than Twenty Percent. The Tier 1 allocations of water between the SFPUC and the Wholesale Customers collectively, provided for in Section 2.1, apply only to shortages of 20 percent or less. The SFPUC and Wholesale Customers recognize the possibility of a drought occurring which could create system-wide shortages greater than 20 percent despite actions taken by the SFPUC aimed at reducing the probability and severity of water shortages in the SFPUC service area. If the SFPUC determines that a system wide water shortage greater than 20 percent exists, the SFPUC and the Wholesale Customers agree to meet within 10 days and discuss whether a change is required to the allocation set forth in Section 2.1 in order to mitigate undue hardships that might otherwise be experienced by individual Wholesale Customers or Retail Customers. Following these discussions, the Tier 1 water allocations set forth in Section 2.1 of this Plan, or a modified version thereof, may be adopted by mutual written consent of the SFPUC and the Wholesale Customers. If the SFPUC and Wholesale Customers meet and cannot agree on an appropriate Tier 1 allocation within 30 days of the SFPUC’s determination of water shortage greater than 20 percent, then (1) the provisions of Section 3.11(C) of the Agreement will apply, unless (2) all of the Wholesale Customers direct in writing that a Tier 2 allocation methodology agreed to by them be used to apportion the water to be made available to the Wholesale Customers collectively, in lieu of the provisions of Section 3.11(C).

The provisions of this Plan relating to transfers (in Section 2.5), banking (in Section 3), and excess use charges (in Section 4) shall continue to apply during system-wide shortages greater than 20 percent.

2.4. Monthly Water Budgets. Within 10 days after adopting a declaration of water shortage emergency, the SFPUC will determine the amount of Tier 1 water allocated to the Wholesale Customers collectively pursuant to Section 2.1. The SFPUC General Manager, using the Tier 2 allocation percentages shown on the list delivered by BAWSCA pursuant to Section 2.2, will calculate each Wholesale Customer’s individual annual Tier 2 allocation. The SFPUC General Manager, or his designee, will then provide each Wholesale Customer with a proposed schedule of monthly water budgets based on the pattern of monthly water purchases during the Supply Year immediately preceding the declaration of shortage (the “Default Schedule”). Each Wholesale Customer may, within two weeks of receiving its Default Schedule, provide the SFPUC with an alternative monthly water budget that reschedules its annual Tier 2 shortage allocation over the course of the succeeding Supply Year. If a Wholesale Customer does not deliver an alternative monthly water budget to the SFPUC within two weeks of its receipt of the Default Schedule, then its monthly budget for the ensuing Supply Year shall be the Default Schedule proposed by the SFPUC.

Monthly Wholesale Customer water budgets will be derived from annual Tier 2 allocations for purposes of accounting for excess use. Monthly Wholesale Customer water budgets shall be adjusted during the year to account for transfers of shortage allocation under Section 2.5 and transfers of banked water under Section 3.4.

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4 21606945.9

2.5. Transfers of Shortage Allocations. Voluntary transfers of shortage allocations between the SFPUC and any Wholesale Customers, and between any Wholesale Customers, will be permitted using the same procedure as that for transfers of banked water set forth in Section 3.4. The SFPUC and BAWSCA shall be notified of each transfer. Transfers of shortage allocations shall be deemed to be an emergency transfer and shall become effective on the third business day after notice of the transfer has been delivered to the SFPUC. Transfers of shortage allocations shall be in compliance with Section 3.05 of the Agreement. The transferring parties will meet with the SFPUC, if requested, to discuss any effect the transfer may have on its operations.

SECTION 3. SHORTAGE WATER BANKING

3.1. Water Bank Accounts. The SFPUC shall create a water bank account for itself and each Wholesale Customer during shortages in conjunction with its resale customer billing process. Bank accounts will account for amounts of water that are either saved or used in excess of the shortage allocation for each agency; the accounts are not used for tracking billings and payments. When a shortage period is in effect (as defined in Section 1.4), the following provisions for bank credits, debits, and transfers shall be in force. A statement of bank balance for each Wholesale Customer will be included with the SFPUC’s monthly water bills.

3.2. Bank Account Credits. Each month, monthly purchases will be compared to the monthly budget for that month. Any unused shortage allocation by an agency will be credited to that agency’s water bank account. Credits will accumulate during the entire shortage period, subject to potential restrictions imposed pursuant to Section 3.2.1. Credits remaining at the end of the shortage period will be zeroed out; no financial or other credit shall be granted for banked water.

3.2.1. Maximum Balances. The SFPUC may suspend the prospective accumulation of credits in all accounts. Alternatively, the SFPUC may impose a ceiling on further accumulation of credits in water bank balances based on a uniform ratio of the bank balance to the annual water allocation. In making a decision to suspend the prospective accumulation of water bank credits, the SFPUC shall consider the available water supply as set forth in Section 1.1 of this Plan and other reasonable, relevant factors.

3.3. Account Debits. Each month, monthly purchases will be compared to the budget for that month.

Purchases in excess of monthly budgets will be debited against an agency’s water bank account. Bank debits remaining at the end of the fiscal year will be subject to excess use charges (see Section 4).

3.4. Transfers of Banked Water. In addition to the transfers of shortage allocations provided for in Section 2.5, voluntary transfers of banked water will also be permitted between the SFPUC and any Wholesale Customer, and among the Wholesale Customers. The volume of transferred water will be credited to the transferee’s water bank account and debited against the transferor’s water bank account.

The transferring parties must notify the SFPUC and BAWSCA of each transfer in writing (so that adjustments can be made to bank accounts), and will meet with the SFPUC, if requested, to discuss any affect the transfer may have on SFPUC operations. Transfers of banked water shall be deemed to be an emergency transfer and shall become effective on the third business day after notice of the transfer has been delivered to the SFPUC. If the SFPUC incurs extraordinary costs in implementing transfers, it will give written notice to the transferring parties within ten (10) business days after receipt of notice of the transfer. Extraordinary costs means additional costs directly attributable to accommodating transfers and which are not incurred in non-drought years nor simply as a result of the shortage condition itself.

Extraordinary costs shall be calculated in accordance with the procedures in the Agreement and shall be subject to the disclosure and auditing requirements in the Agreement. In the case of transfers between Wholesale Customers, such extraordinary costs shall be considered to be expenses chargeable solely to individual Wholesale Customers and shall be borne equally by the parties to the transfer. In the case of Redline Comparing 2021 Amended and Restated Water Supply Agreement and 2025 Proposed Amendments
5 21606945.9
transfers between the SFPUC and a Wholesale Customer, the SFPUC’s share of any extraordinary transfer costs shall not be added to the Wholesale Revenue Requirement.

3.4.1. Transfer Limitations. The agency transferring banked water will be allowed to transfer no more than the accumulated balance in its bank. Transfers of estimated prospective banked credits and the “overdrafting” of accounts shall not be permitted. The price of transfer water originally derived from the SFPUC system is to be determined by the transferring parties and is not specified herein. Transfers of banked water shall be in compliance with Section 3.05 of the Agreement.

SECTION 4. WHOLESALE EXCESS USE CHARGES

4.1. Amount of Excess Use Charges. Monthly excess use charges shall be determined by the SFPUC at the time of the declared water shortage consistent with the calendar in Section 6 and in accordance with Section 6.03 of the Agreement. The excess use charges will be in the form of multipliers applied to the rate in effect at the time the excess use occurs. The same excess use charge multipliers shall apply to the Wholesale Customers and all Retail Customers. The excess use charge multipliers apply only to the charges for water delivered at the rate in effect at the time the excess use occurred.

4.2 Monitoring Suburban Water Use. During periods of voluntary rationing, water usage greater than a customer’s allocation (as determined in Section 2) will be indicated on each SFPUC monthly water bill.

During periods of mandatory rationing, monthly and cumulative water usage greater than a Wholesale Customer’s shortage allocation and the associated excess use charges will be indicated on each SFPUC monthly water bill.

4.3. Suburban Excess Use Charge Payments. An annual reconciliation will be made of monthly excess use charges according to the calendar in Section 6. Annual excess use charges will be calculated by comparing total annual purchases for each Wholesale Customer with its annual shortage allocation (as adjusted for transfers of shortage allocations and banked water, if any). Excess use charge payments by those Wholesale Customers with net excess use will be paid according to the calendar in Section 6. The SFPUC may dedicate excess use charges paid by Wholesale Customers toward the purchase of water from the State Drought Water Bank or other willing sellers in order to provide additional water to the Wholesale Customers. Excess use charges paid by the Wholesale Customers constitute Wholesale Customer revenue and shall be included within the SFPUC's annual Wholesale Revenue Requirement calculation.

4.4. Tier 1 Family Plan. During periods of mandatory rationing, the SFPUC will not assess excess use charges on any of the Wholesale Customers if the Wholesale Customers’ collective cumulative purchases over the course of the Supply Year are less than the Wholesale Customers’ Tier 1 allocation, as set forth in Section 2.1. If the Wholesale Customers’ collective cumulative purchases exceed the Wholesale Customers’ Tier 1 allocation, the SFPUC shall assess excess use charges on each individual Wholesale Customer that exceeded its individual Tier 2 allocation (established in accordance with Section 2.2) over the course of the Supply Year in proportion to each individual Wholesale Customer’s share of the collective Wholesale Customers’ purchases that exceeded the Wholesale Customers’ Tier 1 allocation.

SECTION 5. GENERAL PROVISIONS GOVERNING WATER SHORTAGE

ALLOCATION PLAN

5.1. Construction of Terms. This Plan is for the sole benefit of the parties and shall not be construed as granting rights to any person other than the parties or imposing obligations on a party to any person other than another party.

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6 21606945.9

5.2. Governing Law. This Plan is made under and shall be governed by the laws of the State of California.

5.3. Effect on Agreement. This Plan describes the method for allocating water between the SFPUC and the collective Wholesale Customers during system-wide water shortages of 20 percent or less. This Plan also provides for the SFPUC to allocate water among the Wholesale Customers in accordance with directions provided by the Wholesale Customers through BAWSCA under Section 2.2, and to implement a program by which such allocations may be voluntarily transferred among the Wholesale Customers.

The provisions of this Plan are intended to implement Section 3.11(C) of the Agreement and do not affect, change or modify any other section, term or condition of the Agreement.

5.4. Inapplicability of Plan to Allocation of SFPUC System Water During Non-Shortage Periods.

The SFPUC’s agreement in this Plan to a respective share of SFPUC system water during years of shortage shall not be construed to provide a basis for the allocation of water between the SFPUC and the Wholesale Customers when no water shortage emergency exists.

5.5. Termination. This Plan shall expire at the end of the Term of the Agreement... The SFPUC and the Wholesale Customers can mutually agree to revise or terminate this Plan prior to that date due to changes in the water delivery capability of the SFPUC system, the acquisition of new water supplies, and other factors affecting the availability of water from the SFPUC system during times of shortage.

SECTION 5. ALLOCATION CALENDAR

6.1. Annual Schedule. The annual schedule for the shortage allocation process is shown below. This schedule may be changed by the SFPUC to facilitate implementation.

6.1.1 In All Years Target Dates

1. SFPUC delivers list of annual purchases by each Wholesale Customer during the immediately preceding Supply Year
November 1

2. SFPUC meets with the Wholesale Customers and presents water supply forecast for the following Supply Year
February

3. SFPUC issues initial estimate of available water supply February 1

4. SFPUC announces potential first year of drought (if applicable) February 1

5. SFPUC and Wholesale Customers meet upon request to exchange information concerning water availability and projected systemwide purchases February 1-May 31

6. SFPUC issues revised estimate of available water supply, and confirms continued potential shortage conditions, if applicable March 1

7. SFPUC issues final estimate of available water supply April 15th or sooner if adequate snow course measurement data
is available to form a robust
estimate on available water
supply for the coming year.

8. SFPUC determines amount of water available to Wholesale Customers collectively
April 15th or sooner if adequate
snow course measurement data
is available to form a robust
estimate on available water
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7 21606945.9
supply for the coming year.

In Drought Years Target Dates

9. SFPUC formally declares the existence of water shortage emergency (or end of water shortage emergency, if applicable) under Water Code Sections 350 et. seq.

April 15-30

10. SFPUC declares the need for a voluntary or mandatory response April 15-30

11. BAWSCA submits calculation to SFPUC of individual Wholesale Customers’ percentage shares of water allocated to Wholesale Customers collectively
April 15- 30

12. SFPUC determines individual shortage allocations, based on BAWSCA’s submittal of individual agency percentage shares to SFPUC, and monthly water budgets (Default Schedule)
April 25—May 10

13. Wholesale Customers submit alternative monthly water budgets (optional)
May 8-May 24

14. Final drought shortage allocations are issued for the Supply Year beginning July 1 through June 30
June 1

15. Monthly water budgets become effective July 1

16. Excess use charges indicated on monthly Suburban bills August 1 (of the beginning year) through June 30 (of the
succeeding year)

17. Excess use charges paid by Wholesale Customers for prior year August of the succeeding year 1 21645394.9

3.07. Restrictions on Purchases of Water from Others; Minimum Annual Purchases A. Each Wholesale Customer (except for Alameda County Water District and the cities of Milpitas, Mountain View and Sunnyvale) agrees that it will not contract for, purchase or receive, with or without compensation, directly or indirectly, from any person, corporation, governmental agency or other entity, any water for delivery or use within its service area without the prior written consent of San Francisco.

B. The prohibition in subsection A does not apply to:

1. recycled water;

2. water necessary on an emergency and temporary basis, provided that the Wholesale Customer promptly gives San Francisco notice of the nature of the emergency, the amount of water that has been or is to be purchased, and the expected duration of the emergency; or

3. water in excess of a Wholesale Customer’s Individual Supply Guarantee.

C. Minimum Annual Purchase Quantities. Alameda County Water District and the cities of Milpitas, Mountain View and Sunnyvale may purchase water from sources other than San Francisco, provided that San Francisco shall require that each purchase a minimum annual quantity of water from San Francisco. These Minimum Annual Purchase Quantities are set out in Attachment E and shall also be included in the Individual Water Sales Contracts between San Francisco and each of these four Wholesale Customers (collectively referred to as the Original Minimum Purchase Customers). Pursuant to Section 3.04, certain Wholesale Customers may also be required to purchase Temporary Modified Minimum Annual Purchase Quantities, set out in Attachment E-1, from San Francisco. Attachment E will be updated pursuant to Section 3.04 to reflect any reduction in existing Minimum Annual Purchase Quantities and any addition of new Minimum Annual Purchase Quantities when Temporary Modified Minimum Annual Purchase Quantities expire and are removed from Attachment E-1; Individual Water Sales Contracts between San Francisco and any Wholesale Customers who are participants in a transfer under Section 3.04 will similarly be amended, as necessary.

1. Annual Notice. After the end of each fiscal year, the SFPUC will send a written notice to each Wholesale Customer with a Minimum Annual Purchase Quantity, or a Temporary Modified Minimum Annual Purchase Quantity with a copy to BAWSCA. The notice will include:
2 21645394.9
(a) the quantity of water delivered to each of those Wholesale Customers individually and all of the Original Minimum Purchase Customers collectively during the previous fiscal year; (b) each Wholesale Customer’s individual Minimum Annual Purchase Quantity or Temporary Modified Minimum Annual Purchase Quantity (as adjusted for a Rebound Year, if applicable, under Section 3.07.C.2);
(c) whether or not each Wholesale Customer met its individual Minimum Annual Purchase Quantity or Temporary Modified Minimum Annual Purchase Quantity (as adjusted for a Rebound Year, if applicable);
(d) whether or not the Original Minimum Purchase Customers collectively purchased a volume of water from San Francisco that is equal to or greater than the sum of their four Minimum Annual Purchase Quantities (as adjusted for a Rebound Year, if applicable); (e) any Imputed Sales charged to the Wholesale Customers; and (f) the status of any Temporary Modified Minimum Annual Purchase Quantities of the Wholesale Customers.

2. Waiver and Rebound Year. The minimum annual purchase requirements set out in Attachments E and E-1 will be waived during a Drought or other period of water shortage if the water San Francisco makes available to these Wholesale Customers is less than their Minimum Annual Purchase Quantities or Temporary Modified Minimum Annual Purchase Quantities, and may be waived during a state of emergency declared by the Governor of California that impacts water supply use or deliveries from the Regional Water System. Once the waiver is no longer in effect, each of the minimum annual purchase requirements set out in Attachments E and E-1 shall be temporarily set, for one full fiscal year (referred to as the Rebound Year), to the midpoint between (1) the Wholesale Customer’s actual San Francisco purchases for the final year in which the waiver was in effect, up to a maximum of the Customer’s Minimum Annual Purchase Quantity or Temporary Modified Minimum Annual Purchase Quantity, and (2) the Wholesale Customer’s Minimum Annual Purchase Quantity or Temporary Modified Minimum Annual Purchase Quantity set out in Attachment E or Attachment E-1, as applicable. Any fiscal year in which a Wholesale Customer meets its Rebound Year-adjusted Temporary Modified Minimum Annual Purchase Quantity, but not its standard Temporary Modified Minimum Annual Purchase Quantity, will not count as a fiscal year in which the Wholesale Customer has met or exceeded its Temporary Modified Minimum Purchase Quantity for the purposes of Section 3.04.C(4)(a).

D. Minimum Annual Purchase Quantity Reset. As shown on Attachment E, in Fiscal 3 21645394.9
Year 2025-26, the Parties reset the then-existing Minimum Annual Purchase Quantities of the Original Minimum Purchase Customers to 80% of the average San Francisco purchases of each Customer over the four most recent non-drought years preceding Fiscal Year 2024-25, effective for Fiscal Year 2024-25. If the Parties extend the Term of this Agreement beyond June 30, 2034 pursuant to Section 2.02, the Parties will review the Minimum Annual Purchase Quantities of the Original Minimum Purchase Customers again ten years after the Fiscal Year 2025-26 reset. If the Original Minimum Purchase Customers, or San Francisco, want to propose a reset of the Minimum Annual Purchase Quantities for Fiscal Year 2035-36, they will provide written notice on or before June 30, 2034. The Parties will meet and confer promptly to evaluate written reset proposals. By November 30, 2035, if the Parties have come to an agreement, the SFPUC will calculate the revised Minimum Annual Purchase Quantities based on the agreed upon methodology and provide written notice to the Original Minimum Purchase Customers and BAWSCA. The Original Minimum Purchase Customers will have at least 15 business days to review and meet and confer with the SFPUC with any questions or concerns before the revised quantities are finalized. If the Parties are unable to come to an agreement, the then-existing Minimum Annual Purchase Quantities will remain unchanged. Any changes to the Minimum Annual Purchase Quantities under this Section

3.07.D will be reflected in a revised Attachment E approved with the written concurrence of San Francisco and BAWSCA in accordance with Section 2.03.C. The Parties intend to include a continuing, periodic review of the Minimum Annual Purchase Quantities on a ten-year schedule in the successor to this Agreement.

E. Collective Minimum Annual Purchase Quantities Considered Before Application of Imputed Sales. Imputed Sales will not apply to any of the individual Original Minimum Purchase Customers in a particular fiscal year if those Customers have collectively purchased a volume of water from San Francisco that is equal to or greater than the sum of their four Minimum Annual Purchase Quantities shown in Attachment E (or adjusted for a Rebound Year pursuant to Section

3.07.C.2, if applicable). If the Original Minimum Purchase Customers do not collectively purchase that sum, any Original Minimum Purchase Customer that has not met its standard or Rebound Year-adjusted Minimum Annual Purchase Quantity will be responsible for Imputed Sales proportional to its share of the difference between that sum and the Original Minimum Purchase Customers’ total purchases from San Francisco. Examples of this calculation are contained in Attachment E-3.
21428629.4
Proposed 2025 Amended and Restated Water Supply Agreement: Sections 2.03, 3.09, and

9.07, and Attachment A Definitions.

2.03. Amendments.

C. Amendments to Attachments. The following attachments may be amended with the written concurrence of San Francisco and BAWSCA on behalf of the Wholesale Customers:

Attachment Name
C Individual Supply Guarantees (amendments reflecting Section

3.04 transfers only)
E Minimum Annual Purchase Quantities (amendments reflecting Section 3.04 transfers and Section 3.07 resets only)
E-1 Temporary Modified Minimum Annual Purchase Quantities G Water Quality Notification and Communications Plan
(as may be amended)
J Water Use Measurement and Tabulation
L-1 Identification of WSIP Projects as Regional/Retail
N-1 Balancing Account/Rate Setting Calculation Table
N-2 Wholesale Revenue Requirement Schedules
N-3 Schedule of Projected Water Sales, Wholesale Revenue Requirement and Wholesale Rates
P Management Representation Letter
R Classification of Existing System Assets (subject to Section

5.11)
Amendments to these attachments shall be approved on behalf of San Francisco by the Commission and on behalf of BAWSCA by its Board of Directors, unless the Commission by resolution delegates such authority to the General Manager of the SFPUC or the Board of Directors by resolution delegates such authority to the General Manager/CEO of BAWSCA. 21428629.4

3.09. Completion of WSIP
San Francisco will complete construction of the physical facilities in the WSIP by June 30, 2032. The SFPUC agrees to provide for full public review and comment by local and state interests of any proposed changes that delay previously adopted project completion dates or that delete projects. The SFPUC shall meet and consult with BAWSCA before proposing to the Commission any changes in the scope of WSIP projects which reduce their capacity or ability to achieve adopted Level of Service Goals and Objectives. The SFPUC retains discretion to determine whether to approve the physical facilities in the WSIP until after it completes the CEQA process as set forth in Section 4.07.

9.07. City of Brisbane, Guadalupe Valley Municipal Improvement District, Town of Hillsborough
A. The parties acknowledge that San Francisco has heretofore provided certain quantities of water to the City of Brisbane (“Brisbane”), Guadalupe Valley Municipal Improvement District (“Guadalupe”) and the Town of Hillsborough (“Hillsborough”) at specified rates or without charge pursuant to obligations arising out of agreements between the predecessors of San Francisco and these parties, which agreements are referred to in judicial orders, resolutions of the SFPUC and/or the 1960 contracts between San Francisco and Brisbane, Guadalupe and Hillsborough. The parties intend to continue those arrangements and accordingly agree as follows:

1. Nothing in this Agreement is intended to alter, amend or modify the terms of SFPUC Resolution No. 74-0053 or the indenture of July 18, 1908 between the Guadalupe Development Company and the Spring Valley Water Company.

2. Nothing in this Agreement is intended to alter, amend or modify the Findings of Fact and Conclusions of Law and Judgment dated May 25, 1961 in that certain action entitled City and County of San Francisco v. Town of Hillsborough in the Superior Court of the State of California in and for the County of Marin, No. 23282, as modified by the Satisfaction of Judgment filed October 23, 1961 and the Compromise and Release between Hillsborough and San Francisco dated August 22, 1961. The rights and obligations of Hillsborough under these documents shall continue as therein set forth.

3. Nothing in this Agreement is intended to affect or prejudice any claims, rights or remedies of Guadalupe or of Crocker Estate Company, a corporation, or of Crocker 21428629.4
Land Company, a corporation, or of San Francisco, or of their successors and assigns, respectively, with respect to or arising out of that certain deed dated May 22, 1884, from Charles Crocker to Spring Valley Water Works, a corporation, recorded on May 24, 1884, in Book 37 of Deeds at page 356, Records of San Mateo County, California, as amended by that certain Deed of Exchange of Easements in Real Property and Agreement for Trade in Connection Therewith, dated July 29, 1954, recorded on August 4, 1954, in Book 2628, at page 298, Official Records of said San Mateo County, or with respect to or arising out of that certain action involving the validity or enforceability of certain provisions of said deed entitled City and County of San Francisco v. Crocker Estate Company, in the Superior Court of the State of California in and for the County of Marin, No. 23281.

Attachment A - Definitions
“Imputed Sales” apply when a Wholesale Customer does not meet the minimum annual purchase requirements of Section 3.07.C, as shown on Attachment E and Attachment E-1, except in fiscal years in which a waiver of these requirements is in effect. Imputed Sales are calculated as the difference between (1) a Wholesale Customer’s metered water purchases during a fiscal year, from July 1 to June 30, and (2) the larger of (a) or (b) as follows: (a) the Wholesale Customer’s Minimum Annual Purchase Quantity, as specified in Attachment E and may be adjusted pursuant to Section 3.07.C.2, or (b) the Wholesale Customer’s Temporary Modified Minimum Annual Purchase Quantity, as specified in Attachment E-1 and may be adjusted pursuant to Section 3.07.C.2. If a Wholesale Customer has more than one Temporary Modified Minimum Annual Purchase Quantity, the largest quantity is used for calculating Imputed Sales. Imputed Sales are considered wholesale water usage for the purposes of calculating the Proportional Annual Use, and any fees charged for Imputed Sales are considered wholesale revenues.
“Level of Service Goals and Objectives” refers to the “Phased WSIP Goals and Objectives” adopted by the Commission in Resolution No. 08-0200 dated October 30, 2008 as part of the approval of the WSIP, as updated and expanded by the "2023 Amended and Updated Water Enterprise Level of Service Goals and Objectives," adopted by the Commission in Resolution No. 23-0210 dated November 28, 2023, and any amendments that may be adopted by the Commission.
21464591.6

ATTACHMENT E

MINIMUM ANNUAL PURCHASE QUANTITIES
(Section 3.07.C)

AGENCY MINIMUM ANNUAL PURCHASE QUANTITY
(IN MGD)1
Alameda County Water District 6.682
City of Milpitas 4.371
City of Mountain View 6.047
City of Sunnyvale 7.412
1 In Fiscal Year (FY) 2025-26, the then-existing Minimum Annual Purchase Quantities for Alameda County Water District and the Cities of Milpitas, Mountain View, and Sunnyvale were reset to 80% of each of those four customers’ average San Francisco purchases over the four non-drought years preceding FY 2024-25 (FY 2017-18, FY 2018-19, FY 2019-20, and FY 2020-21), effective FY 2024-25. Prior to this reset, from the effective date of this Agreement (July 1, 2009) through FY 2023-24, those four customers had the following Minimum Annual Purchase Quantities:

1. Alameda County Water District: 7.648 MGD

2. City of Milpitas: 5.341 MGD

3. City of Mountain View: 8.930 MGD

4. City of Sunnyvale: 8.930 MGD
21464584.11
ATTACHMENT E-3
21464584.11
ATTACHMENT E-3
Illustrations of Imputed Sales Considering Collective Regional Water System Use by Original Minimum Purchase Customers Compared to Sum of Minimum Annual Purchase Quantities Pursuant to Section 3.07.E
Scenario 1: Collective Purchases Equal to or Greater Than Sum of MAPQs1 (No Imputed Sales)2 Line
# Wholesale Customer

A B C D
E = (D[LINE #]
/ D5) × (B5 -
A5)
MAPQ
RWS3
Use
(mgd)
RWS
Over
MAPQ
(mgd)
RWS
Under
MAPQ
(mgd)
Proportion of
Use Under
Total MAPQ
(mgd)
1 Alameda County Water District 6.682 7.682 1.00 N/A
2 City of Milpitas 4.371 3.871 -0.50 N/A
3 City of Mountain View 6.047 5.047 -1.00 N/A
4 City of Sunnyvale 7.412 7.912 0.50 N/A
5 Total 24.512 24.512 1.50 -1.50 N/A
Scenario 2: Collective Purchases Less Than Sum of MAPQs (by 1.0 mgd) (Imputed Sales)4 Line
# Wholesale Customer

A B C D
E = (D[LINE #]
/ D5) × (B5 -
A5)
MAPQ
RWS
Use
(mgd)
RWS
Over
MAPQ
(mgd)
RWS
Under
MAPQ
(mgd)
Proportion of
Use Under
Total MAPQ
(mgd)
1 Alameda County Water District 6.682 7.182 0.50 N/A
2 City of Milpitas 4.371 3.871 -0.50 -0.25
3 City of Mountain View 6.047 4.547 -1.50 -0.75
4 City of Sunnyvale 7.412 7.912 0.50 N/A
5 Total 24.512 23.512 1.00 -2.00 -1.0
1 Minimum Annual Purchase Quantity (MAPQ)
2 In Scenario 1, the Original Minimum Purchase Customers’ collective purchases from San Francisco in a particular fiscal year (Line 5B) are equal to the sum of their Minimum Annual Purchase Quantities (Line 5A). Therefore, no Imputed Sales are applied to individual Original Minimum Purchase Customers that purchased less than their individual Minimum Annual Purchase Quantities (in this scenario, Milpitas and Mountain View). 3 Regional Water System (RWS) 4 In Scenario 2, the Original Minimum Purchase Customers’ collective purchases from San Francisco in a particular fiscal year (Line 5B) are 1.0 mgd less than the sum of their Minimum Annual Purchase Quantities (Line 5A).

Therefore, Imputed Sales are applied proportionally to any individual Original Minimum Purchase Customer that purchased less than its individual Minimum Annual Purchase Quantity (in this scenario, Milpitas and Mountain View), so that customer is responsible for its share of the difference between the sum of all Minimum Annual Purchase Quantities (Line 5A) and the collective amount of RWS use (Line 5B). In this scenario, Mountain View is responsible for 75% and Milpitas is responsible for 25% of the 1.0 mgd difference between Line 5A and Line 5B. 21464584.11
Scenario 3: Collective Purchases Equal to or Greater Than Sum of MAPQs – with Rebound Year-Adjusted MAPQs (No Imputed Sales)5
Line # Wholesale Customer
A B
C = A -
((A[LINE #] -
B[LINE #]) / 2) D E F
G = (F[LINE #] /
F5) × (D5 - C5)
MAPQ
RWS Use
in Waiver’s
Final Year
Rebound
Year-Adjusted
MAPQ
RWS Use
(mgd)
RWS Over
Rebound
YearAdjusted
MAPQ (mgd)
RWS Under
Rebound
YearAdjusted
MAPQ (mgd)
Proportion of
Use Under
Total Rebound
Year-Adjusted
MAPQ (mgd)
1 Alameda County Water District 6.682 5.682 6.182 7.512 1.33 N/A 2 City of Milpitas 4.371 3.371 3.871 3.591 -0.28 N/A 3 City of Mountain View 6.047 5.047 5.547 4.847 -0.70 N/A 4 City of Sunnyvale 7.412 6.412 6.912 7.782 0.87 N/A 5 Total 24.512 20.512 22.512 23.732 2.20 -0.98 N/A 5 In Scenario 3, the Original Minimum Purchase Customers’ collective purchases from San Francisco in a particular fiscal year (Line 5D) are greater than the sum of their Rebound Year-adjusted Minimum Annual Purchase Quantities that are currently in effect pursuant to Section 3.07.C.2 (Line 5C). Therefore, no Imputed Sales are applied to individual Original Minimum Purchase Customers that purchased less than their individual Rebound Year-adjusted Minimum Annual Purchase Quantities (in this scenario, Milpitas and Mountain View). 1 21606945.9

ATTACHMENT H

WATER SHORTAGE ALLOCATION PLAN
This Water Shortage Allocation Plan (“Plan”), also known as the Tier 1 Shortage Plan, describes the method for allocating water between the San Francisco Public Utilities Commission (“SFPUC”), on the one hand, and the Wholesale Customers collectively, on the other, during shortages caused by drought.

The Plan also implements a method for allocating water among the individual Wholesale Customers, known as the Tier 2 Drought Response Implementation Plan (“Tier 2 Plan”), which has separately been adopted by the Wholesale Customers and does not include the SFPUC. The Plan includes provisions for transfers, banking, and excess use charges. The Plan applies only when the SFPUC determines that a system-wide water shortage due to drought exists, and all references to “shortages” and “water shortages” are to be so understood. This Plan was initially adopted pursuant to Section 7.03(a) of the 1984 Settlement Agreement and Master Water Sales Contract and has been incorporated and updated to correspond to the terminology used in the 2009 Water Supply Agreement between the City and County of San Francisco and Wholesale Customers in Alameda County, San Mateo County and Santa Clara County (“Agreement”), as amended and restated from time to time.

SECTION 1. SHORTAGE CONDITIONS

1.1. Projected Available SFPUC Water Supply. The SFPUC shall make an annual determination as to whether or not a shortage condition exists. The determination of projected available water supply shall consider, among other things, stored water, projected runoff, water acquired by the SFPUC from nonSFPUC sources, inactive storage, reservoir losses, allowance for carryover storage, and water bank balances, if any, described in Section 3.

1.2 Projected SFPUC Customer Purchases. The SFPUC will utilize purchase data, including volumes of water purchased by the Wholesale Customers and by Retail Customers (as those terms are used in the Agreement) in the year immediately prior to the drought, along with other available relevant information, as a basis for determining projected system-wide water purchases from the SFPUC for the upcoming Supply Year (defined as the period from July 1 through June 30).

1.3. Shortage Conditions. The SFPUC will compare the projected available water supply (Section 1.1) with projected system-wide water purchases (Section 1.2). A shortage condition exists if the SFPUC determines that the projected available water supply is less than projected system-wide water purchases in the upcoming Supply Year. When a shortage condition exists, SFPUC will determine whether voluntary or mandatory actions will be required to reduce purchases of SFPUC water to required levels.

1.3.1 Voluntary Response. If the SFPUC determines that voluntary actions will be sufficient to accomplish the necessary reduction in water use throughout its service area, the SFPUC and the Wholesale Customers will make good faith efforts to reduce their water purchases to stay within their annual Tier 1 and Tier 2 allocations as applicable (see Section 2 of this Attachment H) and associated monthly water use budgets. The SFPUC will not impose excess use charges during periods of voluntary rationing, but may suspend the prospective accumulation of water bank credits, or impose a ceiling on further accumulation of bank credits, consistent with Section 3.2.1 of this Plan.

1.3.2 Mandatory Response. If the SFPUC determines that mandatory actions will be required to accomplish the necessary reduction in water use in the SFPUC service area, the SFPUC may implement excess use charges as set forth in Section 4 of this Plan.

1.4. Period of Shortage. A shortage period commences when the SFPUC determines that a water shortage exists, as set forth in a declaration of water shortage emergency issued by the SFPUC pursuant to 2 21606945.9
California Water Code Sections 350 et seq. Termination of the water shortage emergency will be declared by resolution of the SFPUC.

SECTION 2. SHORTAGE ALLOCATIONS

2.1. Annual Tier 1 Allocations between the SFPUC and the Wholesale Customers. The annual water supply available during shortages will be allocated between the SFPUC and the collective Wholesale Customers as follows:

Level of System Wide
Reduction in Water Use
Required
Share of Available Water
SFPUC Share Wholesale Customers Share
5% or less
6% through 10%
11% through 15%
16% through 20%

35.5%

36.0%

37.0%

37.5%

64.5%

64.0%

63.0%

62.5%
This Plan refers to the SFPUC’s and Wholesale Customers’ respective shares of available water so established as the SFPUC’s and Wholesale Customers’ Tier 1 allocations. The water allocated to the SFPUC shall correspond to the total allocation for all Retail Customers. In the event that the SFPUC share of the available water supply in the above table results in Retail Customers having a positive allocation (i.e., a supply of additional water rather than a required percentage reduction in water use), the SFPUC’s percentage share of the available water supply in the table shall be reduced to eliminate any positive allocation to Retail Customers, with a corresponding increase in the percentage share of the available water supply allocated to the Wholesale Customers. For any level of required reduction in system-wide water use during shortages, the SFPUC shall require Retail Customers to conserve a minimum of 5%, with any resulting reallocated supply credited to storage for inclusion in calculation of projected available water SFPUC water supply in a subsequent year (Section 1.1).

The parties agree to reevaluate the percentages of the available water supply allocated to Retail and Wholesale Customers by May 1, 2028.

2.2 Annual Tier 2 Allocations among the Wholesale Customers. The annual water supply allocated to the Wholesale Customers collectively during system wide shortages of 20 percent or less (i.e., the Wholesale Customers’ Tier 1 allocation) will be apportioned among them based on a methodology, known as the Tier 2 Plan, that has been separately adopted by all of the Wholesale Customers, and not the SFPUC, as described in Section 3.11(C) of the Agreement. In any year for which the methodology must be applied, the Bay Area Water Supply and Conservation Agency (“BAWSCA”) will calculate each Wholesale Customer’s individual percentage share of the amount of water allocated to the Wholesale Customers collectively pursuant to Section 2.1. Following the declaration or reconfirmation of a water shortage emergency by the SFPUC, BAWSCA will deliver to the SFPUC General Manager a list, signed by the President of BAWSCA’s Board of Directors and its General Manager, showing each Wholesale Customer together with its percentage share and stating that the list has been prepared in accordance with the methodology adopted by the Wholesale Customers. The SFPUC shall allocate water to each Wholesale Customer, as specified in the list. The shortage allocations so established (known as Tier 2 allocations) may be transferred as provided in Section 2.5 of this Plan. If BAWSCA or all Wholesale Customers do not provide the SFPUC with individual allocations, the SFPUC may make a final allocation decision after first meeting and discussing allocations with BAWSCA and the Wholesale Customers. 3 21606945.9
The Tier 2 Plan methodology adopted by the Wholesale Customers utilizes the rolling average of each individual Wholesale Customer’s purchases from the SFPUC during the three immediately preceding Supply Years. The SFPUC agrees to provide BAWSCA by November 1 of each year a list showing the amount of water purchased by each Wholesale Customer during the immediately preceding Supply Year.

The list will be prepared using Customer Service Bureau report MGT440 (or comparable official record in use at the time), adjusted as required for any reporting errors or omissions, and will be transmitted by the SFPUC General Manager or his designee.

2.3. Limited Applicability of Plan to System Wide Shortages Greater Than Twenty Percent. The Tier 1 allocations of water between the SFPUC and the Wholesale Customers collectively, provided for in Section 2.1, apply only to shortages of 20 percent or less. The SFPUC and Wholesale Customers recognize the possibility of a drought occurring which could create system-wide shortages greater than 20 percent despite actions taken by the SFPUC aimed at reducing the probability and severity of water shortages in the SFPUC service area. If the SFPUC determines that a system wide water shortage greater than 20 percent exists, the SFPUC and the Wholesale Customers agree to meet within 10 days and discuss whether a change is required to the allocation set forth in Section 2.1 in order to mitigate undue hardships that might otherwise be experienced by individual Wholesale Customers or Retail Customers. Following these discussions, the Tier 1 allocations set forth in Section 2.1 of this Plan, or a modified version thereof, may be adopted by mutual written consent of the SFPUC and the Wholesale Customers. If the SFPUC and Wholesale Customers meet and cannot agree on an appropriate Tier 1 allocation within 30 days of the SFPUC’s determination of water shortage greater than 20 percent, then (1) the provisions of Section

3.11(C) of the Agreement will apply, unless (2) all of the Wholesale Customers direct in writing that a Tier 2 allocation methodology agreed to by them be used to apportion the water to be made available to the Wholesale Customers collectively, in lieu of the provisions of Section 3.11(C).

The provisions of this Plan relating to transfers (in Section 2.5), banking (in Section 3), and excess use charges (in Section 4) shall continue to apply during system-wide shortages greater than 20 percent.

2.4. Monthly Water Budgets. Within 10 days after adopting a declaration of water shortage emergency, the SFPUC will determine the amount of Tier 1 water allocated to the Wholesale Customers collectively pursuant to Section 2.1. The SFPUC General Manager, using the Tier 2 allocation percentages shown on the list delivered by BAWSCA pursuant to Section 2.2, will calculate each Wholesale Customer’s individual annual Tier 2 allocation. The SFPUC General Manager, or his designee, will then provide each Wholesale Customer with a proposed schedule of monthly water budgets based on the pattern of monthly water purchases during the Supply Year immediately preceding the declaration of shortage (the “Default Schedule”). Each Wholesale Customer may, within two weeks of receiving its Default Schedule, provide the SFPUC with an alternative monthly water budget that reschedules its annual Tier 2 allocation over the course of the succeeding Supply Year. If a Wholesale Customer does not deliver an alternative monthly water budget to the SFPUC within two weeks of its receipt of the Default Schedule, then its monthly budget for the ensuing Supply Year shall be the Default Schedule proposed by the SFPUC.

Monthly Wholesale Customer water budgets will be derived from annual Tier 2 allocations for purposes of accounting for excess use. Monthly Wholesale Customer water budgets shall be adjusted during the year to account for transfers of shortage allocation under Section 2.5 and transfers of banked water under Section 3.4.

2.5. Transfers of Shortage Allocations. Voluntary transfers of shortage allocations between the SFPUC and any Wholesale Customers, and between any Wholesale Customers, will be permitted using the same procedure as that for transfers of banked water set forth in Section 3.4. The SFPUC and BAWSCA shall be notified of each transfer. Transfers of shortage allocations shall be deemed to be an emergency transfer and shall become effective on the third business day after notice of the transfer has been delivered to the SFPUC. Transfers of shortage allocations shall be in compliance with Section 3.05 of the 4 21606945.9
Agreement. The transferring parties will meet with the SFPUC, if requested, to discuss any effect the transfer may have on its operations.

SECTION 3. SHORTAGE WATER BANKING

3.1. Water Bank Accounts. The SFPUC shall create a water bank account for itself and each Wholesale Customer during shortages in conjunction with its resale customer billing process. Bank accounts will account for amounts of water that are either saved or used in excess of the shortage allocation for each agency; the accounts are not used for tracking billings and payments. When a shortage period is in effect (as defined in Section 1.4), the following provisions for bank credits, debits, and transfers shall be in force. A statement of bank balance for each Wholesale Customer will be included with the SFPUC’s monthly water bills.

3.2. Bank Account Credits. Each month, monthly purchases will be compared to the monthly budget for that month. Any unused shortage allocation by an agency will be credited to that agency’s water bank account. Credits will accumulate during the entire shortage period, subject to potential restrictions imposed pursuant to Section 3.2.1. Credits remaining at the end of the shortage period will be zeroed out; no financial or other credit shall be granted for banked water.

3.2.1. Maximum Balances. The SFPUC may suspend the prospective accumulation of credits in all accounts. Alternatively, the SFPUC may impose a ceiling on further accumulation of credits in water bank balances based on a uniform ratio of the bank balance to the annual water allocation. In making a decision to suspend the prospective accumulation of water bank credits, the SFPUC shall consider the available water supply as set forth in Section 1.1 of this Plan and other reasonable, relevant factors.

3.3. Account Debits. Each month, monthly purchases will be compared to the budget for that month.

Purchases in excess of monthly budgets will be debited against an agency’s water bank account. Bank debits remaining at the end of the fiscal year will be subject to excess use charges (see Section 4).

3.4. Transfers of Banked Water. In addition to the transfers of shortage allocations provided for in Section 2.5, voluntary transfers of banked water will also be permitted between the SFPUC and any Wholesale Customer, and among the Wholesale Customers. The volume of transferred water will be credited to the transferee’s water bank account and debited against the transferor’s water bank account.

The transferring parties must notify the SFPUC and BAWSCA of each transfer in writing (so that adjustments can be made to bank accounts), and will meet with the SFPUC, if requested, to discuss any affect the transfer may have on SFPUC operations. Transfers of banked water shall be deemed to be an emergency transfer and shall become effective on the third business day after notice of the transfer has been delivered to the SFPUC. If the SFPUC incurs extraordinary costs in implementing transfers, it will give written notice to the transferring parties within ten (10) business days after receipt of notice of the transfer. Extraordinary costs means additional costs directly attributable to accommodating transfers and which are not incurred in non-drought years nor simply as a result of the shortage condition itself.

Extraordinary costs shall be calculated in accordance with the procedures in the Agreement and shall be subject to the disclosure and auditing requirements in the Agreement. In the case of transfers between Wholesale Customers, such extraordinary costs shall be considered to be expenses chargeable solely to individual Wholesale Customers and shall be borne equally by the parties to the transfer. In the case of transfers between the SFPUC and a Wholesale Customer, the SFPUC’s share of any extraordinary transfer costs shall not be added to the Wholesale Revenue Requirement.

3.4.1. Transfer Limitations. The agency transferring banked water will be allowed to transfer no more than the accumulated balance in its bank. Transfers of estimated prospective banked credits and the “overdrafting” of accounts shall not be permitted. The price of transfer water originally derived from the SFPUC system is to be determined by the transferring parties and is not specified herein. Transfers of banked water shall be in compliance with Section 3.05 of the Agreement. 5 21606945.9
SECTION 4. WHOLESALE EXCESS USE CHARGES

4.1. Amount of Excess Use Charges. Monthly excess use charges shall be determined by the SFPUC at the time of the declared water shortage consistent with the calendar in Section 6 and in accordance with Section 6.03 of the Agreement. The excess use charges will be in the form of multipliers applied to the rate in effect at the time the excess use occurs. The same excess use charge multipliers shall apply to the Wholesale Customers and all Retail Customers. The excess use charge multipliers apply only to the charges for water delivered at the rate in effect at the time the excess use occurred.

4.2 Monitoring Suburban Water Use. During periods of voluntary rationing, water usage greater than a customer’s allocation (as determined in Section 2) will be indicated on each SFPUC monthly water bill.

During periods of mandatory rationing, monthly and cumulative water usage greater than a Wholesale Customer’s shortage allocation and the associated excess use charges will be indicated on each SFPUC monthly water bill.

4.3. Suburban Excess Use Charge Payments. An annual reconciliation will be made of monthly excess use charges according to the calendar in Section 6. Annual excess use charges will be calculated by comparing total annual purchases for each Wholesale Customer with its annual shortage allocation (as adjusted for transfers of shortage allocations and banked water, if any). Excess use charge payments by those Wholesale Customers with net excess use will be paid according to the calendar in Section 6. The SFPUC may dedicate excess use charges paid by Wholesale Customers toward the purchase of water from the State Drought Water Bank or other willing sellers in order to provide additional water to the Wholesale Customers. Excess use charges paid by the Wholesale Customers constitute Wholesale Customer revenue and shall be included within the SFPUC's annual Wholesale Revenue Requirement calculation.

4.4. Tier 1 Family Plan. During periods of mandatory rationing, the SFPUC will not assess excess use charges on any of the Wholesale Customers if the Wholesale Customers’ collective cumulative purchases over the course of the Supply Year are less than the Wholesale Customers’ Tier 1 allocation, as set forth in Section 2.1. If the Wholesale Customers’ collective cumulative purchases exceed the Wholesale Customers’ Tier 1 allocation, the SFPUC shall assess excess use charges on each individual Wholesale Customer that exceeded its individual Tier 2 allocation (established in accordance with Section 2.2) over the course of the Supply Year in proportion to each individual Wholesale Customer’s share of the collective Wholesale Customers’ purchases that exceeded the Wholesale Customers’ Tier 1 allocation.

SECTION 5. GENERAL PROVISIONS GOVERNING WATER SHORTAGE

ALLOCATION PLAN

5.1. Construction of Terms. This Plan is for the sole benefit of the parties and shall not be construed as granting rights to any person other than the parties or imposing obligations on a party to any person other than another party.

5.2. Governing Law. This Plan is made under and shall be governed by the laws of the State of California.

5.3. Effect on Agreement. This Plan describes the method for allocating water between the SFPUC and the collective Wholesale Customers during system-wide water shortages of 20 percent or less. This Plan also provides for the SFPUC to allocate water among the Wholesale Customers in accordance with directions provided by the Wholesale Customers through BAWSCA under Section 2.2, and to implement a program by which such allocations may be voluntarily transferred among the Wholesale Customers.

The provisions of this Plan are intended to implement Section 3.11(C) of the Agreement and do not affect, change or modify any other section, term or condition of the Agreement. 6 21606945.9

5.4. Inapplicability of Plan to Allocation of SFPUC System Water During Non-Shortage Periods.

The SFPUC’s agreement in this Plan to a respective share of SFPUC system water during years of shortage shall not be construed to provide a basis for the allocation of water between the SFPUC and the Wholesale Customers when no water shortage emergency exists.

5.5. Termination. This Plan shall expire at the end of the Term of the Agreement. The SFPUC and the Wholesale Customers can mutually agree to revise or terminate this Plan prior to that date due to changes in the water delivery capability of the SFPUC system, the acquisition of new water supplies, and other factors affecting the availability of water from the SFPUC system during times of shortage.

SECTION 6. ALLOCATION CALENDAR

6.1. Annual Schedule. The annual schedule for the shortage allocation process is shown below. This schedule may be changed by the SFPUC to facilitate implementation.

6.1.1 In All Years Target Dates

1. SFPUC delivers list of annual purchases by each Wholesale Customer during the immediately preceding Supply Year
November 1

2. SFPUC meets with the Wholesale Customers and presents water supply forecast for the following Supply Year
February

3. SFPUC issues initial estimate of available water supply February 1

4. SFPUC announces potential first year of drought (if applicable) February 1

5. SFPUC and Wholesale Customers meet upon request to exchange information concerning water availability and projected systemwide purchases February 1-May 31

6. SFPUC issues revised estimate of available water supply, and confirms continued potential shortage conditions, if applicable March 1

7. SFPUC issues final estimate of available water supply April 15th or sooner if adequate snow course measurement data
is available to form a robust
estimate on available water
supply for the coming year.

8. SFPUC determines amount of water available to Wholesale Customers collectively
April 15th or sooner if adequate
snow course measurement data
is available to form a robust
estimate on available water
supply for the coming year.

In Drought Years Target Dates

9. SFPUC formally declares the existence of water shortage emergency (or end of water shortage emergency, if applicable) under Water Code Sections 350 et. seq.

April 15-30

10. SFPUC declares the need for a voluntary or mandatory response April 15-30

11. BAWSCA submits calculation to SFPUC of individual Wholesale Customers’ percentage shares of water allocated to Wholesale Customers collectively
April 15- 30
7 21606945.9

12. SFPUC determines individual shortage allocations, based on BAWSCA’s submittal of individual agency percentage shares to SFPUC, and monthly water budgets (Default Schedule)
April 25—May 10

13. Wholesale Customers submit alternative monthly water budgets (optional)
May 8-May 24

14. Final drought shortage allocations are issued for the Supply Year beginning July 1 through June 30
June 1

15. Monthly water budgets become effective July 1

16. Excess use charges indicated on monthly Suburban bills August 1 (of the beginning year) through June 30 (of the
succeeding year)

17. Excess use charges paid by Wholesale Customers for prior year August of the succeeding year Resolution Approving Tier 2 Drought Response Implementation Plan 1 21488606.4

CITY OF SANTA CLARA
RESOLUTION NO. ________

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA,
APPROVING TIER 2 DROUGHT RESPONSE IMPLEMENTATION PLAN
PURSUANT TO SECTION 3.11.C

OF THE AMENDED AND RESTATED WATER SUPPLY AGREEMENT
THIS RESOLUTION IS ADOPTED based upon the following facts and circumstances:

WHEREAS, The City of Santa Clara is one of twenty-six (26) agencies in San Mateo, Santa Clara and Alameda Counties (Wholesale Customers) which purchase water from the City and County of San Francisco (San Francisco) pursuant to a Water Supply Agreement entered into in 2009, and recently amended in 2018, 2021 and 2025 (the Agreement or WSA).

Collectively these 26 agencies are referred to in the Agreement as Wholesale Customers; and WHEREAS, Section 3.11 of the Agreement addresses situations when insufficient water is available in the San Francisco Regional Water System (RWS) to meet the full demands of all users. Section 3.11.C provides that during periods of water shortage caused by drought, the San Francisco Public Utilities Commission (SFPUC) will allocate available water between its retail customers and the Wholesale Customers collectively, in accordance with a schedule contained in the Water Shortage Allocation Plan set forth in Attachment H to the Agreement (Tier 1 Plan); and
WHEREAS, Section 3.11.C authorizes the Wholesale Customers to adopt a Drought Allocation Plan, including a methodology for allocating the available water among the individual Wholesale Customers (Tier 2 Plan). The WSA also commits the SFPUC to honor allocations of water unanimously agreed to by all Wholesale Customers or, if unanimous agreement cannot be achieved, water allocations that have been adopted by the Board of Directors of the Bay Area Water Supply and Conservation Agency (BAWSCA). The Agreement also provides that the SFPUC can allocate water supplies as necessary during a water shortage emergency if no agreed upon plan for water allocation has been adopted by the 26 Wholesale Customers or the BAWSCA Board of Directors; and
WHEREAS, Commencing in January 2022, representatives appointed by the managers of each of the Wholesale Customers began meeting monthly to develop a set of principles to serve as guidelines for an equitable allocation methodology, and to develop formulas and procedures, in order to implement those principles. These discussions, and supporting technical analyses, have been conducted with the assistance of BAWSCA; and WHEREAS, The Tier 2 Plan, attached to this resolution as Exhibit A, has been endorsed by all of the Wholesale Customer representatives who participated in the formulation process and they have each recommended that it be formally adopted by the governing body of their respective agencies; and
WHEREAS, The Tier 2 Plan allocates the collective Wholesale Customer share of RWS supply made available by the SFPUC among each of the 26 Wholesale Customers through December 31, 2034 and is coordinated with the term of the Agreement, and extension and renewal terms.

Resolution Approving Tier 2 Drought Response Implementation Plan 2 21488606.4

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

1. The Tier 2 Drought Response Implementation Plan, as attached as Exhibit A (Tier 2 Plan), is approved.

2. This approval is conditioned upon all of the other twenty-five Wholesale Customers approving the Tier 2 Plan, such approvals being evidenced through adoption of similar resolutions or, in the case of private-sector organizations, by other equivalently binding written commitments signed by an executive officer acting within the scope of delegated authority, and all such approvals occurring on or before December 31, 2025.

If such resolutions or binding commitments are not adopted by that date, this resolution will automatically expire and be of no further effect after December 31, 2025, unless it has been extended prior thereto by further action of this Council.

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

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 24TH DAY OF JUNE, 2025, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
PASSED AND ADOPTED this 24th day of June, 2025, by the following vote:

AYES:

NOES:

ABSENT:

Resolution Approving Tier 2 Drought Response Implementation Plan 3 21488606.4

City Manager
Approved as to form: ATTEST:

City Attorney City Clerk
Attachment 5:

Exhibit A. Tier 2 Drought Response Plan and Example Tier 2 Plan Excel-Based Model Tier 2 Drought
Response
Implementation
Plan
Drought Shortage
Allocation Plan for the
Regional Water System
Wholesale Customers
i
21418818.2
Table of Contents

1. Introduction ........................................................................................................................ 1

2. Relationship to Water Supply Agreement ........................................................................... 1

3. Development Process ........................................................................................................ 1

4. Plan Policy Principles ......................................................................................................... 2

5. Allocation Formula.............................................................................................................. 2 Base Period Calculations................................................................................................ 2 Tier 2 Plan Allocation Formula Inputs ............................................................................. 2 Step 0: Establish SFPUC Minimum and Maximum Cutback ........................................... 3 Step 1: Efficient Residential Allocation............................................................................ 4 Step 2: Non-Residential Base Allocation ........................................................................ 4 Step 3: SFPUC Maximum Cutback Reserve................................................................... 5 Step 4: Seasonal Allocation............................................................................................ 5 Step 5: SFPUC Purchases and ISG-Based Allocation.................................................... 5

6. Plan Implementation........................................................................................................... 5

7. Plan Term .......................................................................................................................... 6 Attachments
Attachment A: List of Abbreviations and Definitions ................................................................... 8 Attachment B: Tier 2 Plan Data Sources and Calculations........................................................10 Attachment C: Example of Tier 2 Plan Excel-Based Model Calculations...................................15