Agenda packet — City Council and Authorities Concurrent, July 8, 2025 (part 3 of 6)

For these reasons, I respectfully urge you to support restoring IMLS funding to prior funding levels.

Thank you for your continued efforts to advocate for critical services that benefit all communities across the country.

Sincerely,

Lisa M. Gillmor
Mayor
City of Santa Clara

1500 Warburton Avenue ● Santa Clara, CA 95050 ● Phone: 408-615-2200 ● Fax: 408-241-6771 ● SantaClaraCA.gov Lisa M. Gillmor
Mayor

June 9, 2025

The Honorable Adam Schiff
United States Senate
112 Hart Senate Office Building
Washington, DC 20510

RE: Letter of Support to Restore Funding for the Institute of Museum and Library Services

Dear Senator Schiff,
On behalf of the City of Santa Clara, I am writing to express our support to restore funding for the Institute of Museum and Library Services (IMLS) to prior funding levels in the upcoming budget. As the only federal agency dedicated to ensuring that every community has access to essential library funding, IMLS plays a critical role in promoting early literacy, family literacy, and life-long learning in our city and across the country.

Eliminating or significantly reducing funding for IMLS would have a disproportionate and devastating impact on our residents. In our city and throughout the state of California, IMLS -funded programs are crucial community assets: they support literacy, digital access, workforce development, and lifelong learning for students, job seekers, veterans, seniors, people with disabilities, and new immigrants.

In Santa Clara, these cuts would eliminate access to vital resources including:
• Encyclopedia Britannica, Gale, PebbleGo Science, TeachingBooks, and ProQuest – which are used daily by K-12 students
• The eBooks for All California program
• Online New York Times access
• California Revealed (oral history archives)
• Staff development tools such as California Libraries Learn (CALL) • Adult Literacy and California Library Literacy Services (CLLS) In practice, this means that children will no longer have access to important academic support tools, adults will lose access to digital literacy training materials, and seniors will be deprived of critical community engagement opportunities.

Additionally, public libraries function as critical hubs during times of crisis, offering free emergency internet access, device charging stations, inclement weather relief facilities, and trusted public information. Defunding the IMLS will remove this essential community infrastructure for our most vulnerable community members.

City of
Santa Clara
The Center of Wh~t's Possible
Senator Adam Schiff
Re: Letter of Support to Restore Funding for the Institute of Museum and Library Services June 9, 2025

Page 2 of 2 ends

For these reasons, I respectfully urge you to support restoring IMLS funding to prior funding levels.

Thank you for your continued efforts to advocate for critical services that benefit all communities across the country.

Sincerely,

Lisa M. Gillmor
Mayor
City of Santa Clara

1500 Warburton Avenue ● Santa Clara, CA 95050 ● Phone: 408-615-2200 ● Fax: 408-241-6771 ● SantaClaraCA.gov Lisa M. Gillmor
Mayor
June 9, 2025
The Honorable Ro Khanna
United States House of Representatives
306 Cannon House Office Building
Washington, DC 20515
RE: Letter of Support to Restore Funding for the Institute of Museum and Library Services
Dear Representative Khanna,
On behalf of the City of Santa Clara, I am writing to express our support to restore funding for the Institute of Museum and Library Services (IMLS) to prior funding levels in the upcoming budget. As the only federal agency dedicated to ensuring that every community has access to essential library funding, IMLS plays a critical role in promoting early literacy, family literacy, and life-long learning in our city and across the country.

City of
Santa Clara
The Center of Wh~t's Possible
Representative Ro Khanna
Re: Letter of Support to Restore Funding for the Institute of Museum and Library Services June 9, 2025

Page 2 of 2 ends

For these reasons, I respectfully urge you to support restoring IMLS funding to prior funding levels.

Thank you for your continued efforts to advocate for critical services that benefit all communities across the country.

Sincerely,

Lisa M. Gillmor
Mayor
City of Santa Clara

May 19, 2025

The Honorable Scott Wiener The Honorable Jesse Gabriel Chair, Senate Budget and Fiscal Review Chair, Assembly Budget Committee 1020 N Street, Room 502 1021 O Street, Suite 8230
Sacramento, CA 95814 Sacramento, CA 95814

The Honorable Christopher Cabaldon The Honorable Sharon Quirk- Silva Chair, Senate Budget Subcommittee #4 Chair, Assembly Budget Subcommittee #5 1021 O Street, Suite 7320 1021 O Street, Suite 4210
Sacramento, CA 95814 Sacramento, CA 95814

RE: Budget Request – Sustaining the Bay Area Housing Finance Authority

Dear Chairs Wiener, Gabriel, Cabaldon, and Quirk-Silva:

As local elected leaders, we strongly support a $30 million budget appropriation for the Bay Area Housing Finance Authority (BAHFA) to sustain its regional leadership over the next three years - most importantly, preparing for a large-scale revenue measure in 2028 to raise billions of dollars for building and preserving affordable homes across the region. Especially considering the state and federal budget situation, this robust “self-help” is vital for meeting our constituents’ housing needs.

After the Legislature created BAHFA in 2019, agency staff formed close partnerships with our cities and counties. They foster a collaborative approach that stretches local housing resources further. Last year, BAHFA staff provided essential technical assistance as local staff explored statutorily required expenditure plans for the 80% of revenue from a regional measure that would have flowed directly to local jurisdictions.

BAHFA’s $30 million request has two components. A $15 million appropriation would maintain BAHFA’s capacity for three years, including the intensive work required to place a revenue measure on the ballot and the continued operation of the Doorway Housing Portal. The initial development of Doorway - a centralized search and application website for affordable housing in all nine counties - was seeded with a state grant in 2021. Doorway not only makes our residents’ housing search much easier, it also allows cities and counties to redirect resources from local portals to other housing priorities. It is an excellent example of the positive impact generated by operating at a regional scale.

We also encourage you to consider allocating BAHFA an additional $15 million to launch a new lending program, with the goals of reducing development costs and assisting BAHFA in becoming self-sufficient. Modeled on the highly successful New York Housing Development Corporation, this program would offer financing to affordable housing developers at lower interest rates than private lenders, thereby reducing development costs. Modest interest and fees would generate self-sustaining operating support for BAHFA.

The Bay Area Housing Finance Authority is a vital resource that has already demonstrated value for our cities, counties, and residents. We can’t afford to lose its powerful revenue-raising potential or the immediate housing affordability it creates. And the state needs BAHFA as a robust partner to meet shared housing goals. We respectfully request your support to sustain its work.

Thank you for your consideration.

Sincerely,

Napa County
Anne Cottrell
Supervisor, Napa County
Joelle Gallagher
Supervisor, Napa County
Amber Manfree
Supervisor, Napa County
Belia Ramos
Supervisor, Napa County
Scott Sedgley
Mayor, City of Napa
Pierre Washington
Mayor, City of American Canyon

Solano County
Wanda Williams
Supervisor, Solano County
Catherine Moy
Councilmember, City of Fairfield

Marin County
Mary Sackett
Board President, on behalf of the full Marin
County Board of Supervisors
Stephanie Moulton-Peters
Supervisor, Marin County
Pat Eklund
Councilmember, City of Novato
Sonoma County
Chris Coursey
Supervisor, Sonoma County
James Gore
Supervisor, Sonoma County
Rebecca Hermosillo
Supervisor, Sonoma County
Lynda Hopkins
Supervisor, Sonoma County
David Rabbitt
Supervisor, Sonoma County
Ariel Kelley
Councilmember, City of Healdsburg
Kevin McDonnell
Mayor, City of Petaluma
Brian Barnacle
Councilmember, City of Petaluma
Susan Hollingsworth Adams
Councilmember, City of Rohnert Park
Mark Stapp
Mayor, City of Santa Rosa
Victoria Fleming
Councilmember, City of Santa Rosa
Dianna MacDonald
Councilmember, City of Santa Rosa

Phill Carter
Councilmember, City of Sebastopol
Alameda County
Nikki Fortunato Bas
Supervisor, Alameda County
Elisa Márquez
Supervisor, Alameda County
Nate Miley
Supervisor, Alameda County
Marilyn Ezzy Ashcraft
Mayor, City of Alameda
Robin López
Mayor, City of Albany
Preston Jordan
Councilmember, City of Albany
John Miki
Councilmember, City of Albany
Adena Ishii
Mayor, City of Berkeley
Carroll Fife
Councilmember, City of Oakland
Rebecca Kaplan
Councilmember, City of Oakland

Contra Costa County
Ken Carlson
Supervisor, Contra Costa County
Shanelle Scales-Preston
Supervisor, Contra Costa County
Carolyn Wysinger
Mayor, City of El Cerrito
Lisa Motoyama
Councilmember, City of El Cerrito
Sue Noack
Mayor, City of Pleasant Hill
San Francisco City and County
Matt Dorsey
Supervisor, City and County of San
Francisco
Myrna Melgar
Supervisor, City and County of San
Francisco
San Mateo County
City/County Association of Governments of
San Mateo County
(see endorsement letter under separate
cover)
David Canepa
Supervisor, San Mateo County
Noelia Corzo
Supervisor, San Mateo County
Martha Barragan
Mayor, City of East Palo Alto
Ruben Abrica
Councilmember, City of East Palo Alto
Carlos Romero
Councilmember, City of East Palo Alto
James Coleman
Councilmember, City of South San Francisco
Mark Nagales
Councilmember, City of South San Francisco
Santa Clara County
Sergio Lopez
Mayor, City of Campbell
Elliot Scozzola
Councilmember, City of Campbell
J.R. Fruen
Councilmember, City of Cupertino
Zach Hilton
Councilmember, City of Gilroy
Neysa Fligor
Councilmember, City of Los Altos
Sally Meadows
Councilmember, City of Los Altos
George Tyson
Councilmember, Town of Los Altos Hills
Maria Ristow
Councilmember, Town of Los Gatos
Yvonne Martinez Beltrán
Mayor Pro Tem, City of Morgan Hill
Emily Ramos
Vice Mayor, City of Mountain View
Lucas Ramirez
Councilmember, City of Mountain View

Patrick Burt
Councilmember, City of Palo Alto
George Lu
Councilmember, City of Palo Alto
Matt Mahan
Mayor, City of San José
Pamela Campos
Councilmember, City of San José
Domingo Candelas
Councilmember, City of San José
David Cohen
Councilmember, City of San José
Rosemary Kamei
Councilmember, City of San José
Peter Ortiz
Councilmember, City of San José
Carl Salas
Councilmember, City of San José
Lisa Gillmor
Mayor, on behalf of the full City Council for
the City of Santa Clara
Linda Sell,
Vice Mayor, City of Sunnyvale
Region

Libby Schaaf
MTC Commissioner
Eddie Ahn
MTC Commissioner

cc: Senator Josh Becker, Chair, Bay Area Caucus
Assemblymember Buffy Wicks, Vice-Chair, Bay Area Caucus Members of the Bay Area Caucus

555 County Center, 5th Floor, Redwood City, CA 94063 PHONE: 650.599.1406 www.ccag.ca.gov

C/CAG

CITY/COUNTY ASSOCIATION OF GOVERNMENTS

OF SAN MATEO COUNTY

Atherton • Belmont • Brisbane • Burlingame • Colma • Daly City • East Palo Alto • Foster City • Half Moon Bay • Hillsborough • Menlo Park • Millbrae • Pacifica • Portola Valley • Redwood City • San Bruno • San Carlos • San Mateo • San Mateo County •South San Francisco • Woodside

May 9, 2025

RE: Budget Request – Sustaining the Bay Area Housing Finance Authority

Dear Chairs Wiener, Gabriel, Cabaldon, and Quirk-Silva:

The City/County Association of Governments of San Mateo County (C/CAG) strongly supports a $30 million budget appropriation for the Bay Area Housing Finance Authority (BAHFA) to sustain its regional leadership over the next three years. Considering the state and federal budget situation, this robust “self-help” is vital for meeting our constituents’ housing needs.

C/CAG is the County Transportation Agency (CTA) and also the designated Congestion Management Agency (CMA) for San Mateo County. C/CAG represents all of San Mateo County’s 764,442 residents through its 21-member Board of Directors that includes a seat for every jurisdiction in San Mateo County. C/CAG also supports the 21-Elements program that assists all jurisdictions with their housing efforts. C/CAG works to improve climate resiliency, mobility, the environment, and equity throughout San Mateo County. This budget appropriation aligns with all of C/CAG’s goals.

We also encourage you to consider allocating BAHFA an additional $15 million to launch a new

555 County Center, 5th Floor, Redwood City, CA 94063 PHONE: 650.599.1406 www.ccag.ca.gov

lending program, with the goals of reducing development costs and assisting BAHFA in becoming self-sufficient. Modeled on the highly successful New York Housing Development Corporation, this program would offer financing to affordable housing developers at lower interest rates than private lenders, thereby reducing development costs. Modest interest and fees would generate self-sustaining operating support for BAHFA.

Thank you for your consideration.

Sincerely,

Adam Rak
Chair, C/CAG Board

cc: Senator Josh Becker, Chair, Bay Area Caucus
Assemblymember Diane Papan
Assemblymember Catherine Stephanie
Assemblymember Marc Berman
Assemblymember Buffy Wicks, Vice- Chair, Bay Area Caucus Members of the Bay Area Caucus

1500 Warburton Avenue ● Santa Clara, CA 95050 ● Phone: 408-615-2200 ● Fax: 408-241-6771 ● SantaClaraCA.gov Lisa M. Gillmor
Mayor

June 9, 2025
The Honorable Alex Padilla
United States Senate
331 Hart Senate Office Building
Washington, DC 20510
The Honorable Adam Schiff
United States Senate
112 Hart Senate Office Building
Washington, DC 20510

The Honorable Ro Khanna
United States House of Representatives
306 Cannon House Office Building
Washington, DC 20515

RE: Support Continued Funding of Community Block Development Grants – FY26 Presidential Budget Request

Dear Senator Padilla, Senator Schiff, and Congressmember Khanna:

On behalf of the City of Santa Clara, I am writing to kindly request your support in protecting funding for the Department of Housing and Urban Development ’s (HUD) Community Development Block Grant Program (CDBG), which was proposed for elimination in the May 2 nd Presidential Budget
Request.

CDBG is a cornerstone of community development efforts across the nation that represents a consistent, dependable federal investment in our city’s infrastructure, public facilities, local homeowner assistance efforts, and public services for lower income residents. Through the utilization of CDBG entitlement funds, the City of Santa Clara is able to partner with nonprofit organizations and local agencies to provide support for housing services, services for individuals experiencing homelessness , services fo r individuals with physical disabilities , health services, domestic violence services, nutrition programs, and services for seniors. Without CDBG funding, the City of Santa Clara would not be able to fully leverage local resources, thereby resulting in a reduction in services to some of the most vulnerable members of our community.

Since 1974, CDBG has driven neighborhood revitalization, economic growth, and affordable housing development nationwide. Eliminating or reducing funding for CDBG would strip our communities of one of the most stable and important federal programs on which we rely.

For these reasons, the City of Santa Clara kindly requests your support to maintain funding for CDBG in the FY26 appropriations process. Thank you in advance for your consideration.

Sincerely,

Lisa M. Gillmor
Mayor
City of Santa Clara
City of
Santa Clara
The Center of Wh~t's Possible

1500 Warburton Avenue ● Santa Clara, CA 95050 ● Phone: 408-615-2200 ● Fax: 408-241-6771 ● SantaClaraCA.gov Lisa M. Gillmor
Mayor

June 19, 2025

The Honorable Buffy Wicks
California State Assembly
1021 O Street, Suite 8140
Sacramento, CA 95814

RE: AB 736 (Wicks): The Affordable Housing Bond Act of 2026 City of Santa Clara – Letter of Support

Dear Assembly Member Wicks:

On behalf of the City of Santa Clara, I am writing to express our support for AB 736 (Wic ks) which authorizes the Affordable Housing Bond Act of 2026, a $10 billion housing bond, to be placed on the March 2, 2026 primary ballot to fund the production of affordable housing and supportive housing.

Communities throughout California continue to struggle with mounting pressures from escalating housing costs. In Santa Clara, located in the heart of Silicon Valley, the region’s high cost of living and limited supply of affordable housing units makes securing stable, affordable housing increasingly unattainable for many families, seniors, and low-income individuals. AB 736 directly addresses these local pressures by dedicating significant funding to programs that promote the development and long-term preservation of affordable housing.

The City of Santa Clara supports legislation that would establish additional ongoing funding streams for the construction, preservation, and operation of local affordable housing developments . AB 736 would provide a timely and strategic investment in the state’s affordable housing infrastructure by directing funds to proven programs. Specifically, AB 736 would allocate $5 billion to the Multifamily Housing Program to support the construction of affordable rental units for lower-income households.

Additionally, $1.7 billion would be directed toward supportive housing efforts under the same program to fund services for individuals experiencing homelessness.

These investments are essential to expanding affordable housing in Santa Clara and California and ensuring stable, affordable housing for vulnerable residents . For these reasons, the City of Santa Clara supports AB 736.

Sincerely,

Lisa M. Gillmor
Mayor
City of Santa Clara
City of
Santa Clara
The Center of Wh~t's Possible

1500 Warburton Avenue ● Santa Clara, CA 95050 ● Phone: 408-615-2200 ● Fax: 408-241-6771 ● SantaClaraCA.gov Lisa M. Gillmor
Mayor

April 21, 2025

The Honorable Aisha Wahab
California State Senate
1021 O Street, Suite 8530
Sacramento, CA 95814

Re: SB 701 (Wahab): Signal Jammers
City of Santa Clara – Letter of Support

Dear Senator Wahab,

On behalf of the City of Santa Clara, I am writing to express our support for SB 701 (Wahab), which aims to strengthen California’s response to the illegal use of signal jammers by creating new penalties for their manufacture, importation, marketing, sale, and operation.

The City of Santa Clara is committed to ensuring public safety and supports initiatives that maintain existing tools/resources available to officers to respond to calls for service. The illegal use of signal jammers poses a significant threat by disrupting public safety communications, hindering emergency response efforts, and enabling criminal activity. These devices have been used to block law enforcement radios, interfere with emergency calls, and prevent victims from contacting first responders. Such actions put the safety of our residents and first responders at risk.

SB 701 provides much- needed enforcement tools by establishing clear penalties, including fines and potential imprisonment, for those who unlawfully use signal jammers, particularly when used in conjunction with criminal activities or to obstruct public saf ety communications. SB 701 will enable California to take crucial measures to safeguard critical emergency response systems and prevent the misuse of these hazardous devices.

We recognize the importance of protecting the integrity of communication networks and ensuring that law enforcement agencies have the necessary tools to combat criminal activities involving signal jammers.

For these reasons, the City of Santa Clara supports SB 701 (Wahab).

Sincerely,

Lisa M. Gillmor
Mayor
City of Santa Clara

cc: Senate Public Safety Committee

City of
Santa Clara
The Center of Wh~t's Possible

1500 Warburton Avenue ● Santa Clara, CA 95050 ● Phone: 408-615-2200 ● Fax: 408-241-6771 ● SantaClaraCA.gov Lisa M. Gillmor
Mayor

May 22, 2025

The Honorable Aisha Wahab
California State Senate
1021 O Street, Room 8530
Sacramento, CA 95814

RE: SB 258 (Wahab): Crimes: Rape
City of Santa Clara – Letter of Support

Dear Senator Wahab,

On behalf of the City of Santa Clara, I am writing to express our support for SB 258, which seeks to amend Section 261 of the Penal Code by removing the spousal exception from the S tate of California’s legal definition of rape.

Current California law defines rape as an act of sexual intercourse accomplished under specific circumstances, including situations where the victim is incapable of giving legal consent due to a mental disorder or developmental or physical disability. However, as currently written, Section 261 of the Penal Code excludes instances where the perpetrator is the spouse of the victim.

SB 258 rectifies this inconsistency by eliminating the spousal exception, thereby ensuring that all individuals, regardless of marital status, are afforded equal protection under the law. By removing outdated legal distinctions that differentiate between married and unmarried individuals in cases of sexual assault, SB 258 reinforces the principle that consent is a fundamental human right that must be respected in all relationships, including marriage.

The City of Santa Clara is committed to advancing legislation that aims to assist individuals in crisis.

We commend you for your leadership on this critical issue and urge the Legislature to pass SB 258 to uphold the rights and dignity of all Californians.

Sincerely,

Lisa M. Gillmor
Mayor
City of Santa Clara

City of
Santa Clara
The Center of Wh~t's Possible

1500 Warburton Avenue ● Santa Clara, CA 95050 ● Phone: 408-615-2200 ● Fax: 408-241-6771 ● SantaClaraCA.gov Lisa M. Gillmor
Mayor

June 4, 2025

The Honorable Melissa Hurtado
California State Senate
1021 O Street, Room 6510
Sacramento, CA 95814

RE: SB 496 (Hurtado) Advanced Clean Fleets
City of Santa Clara – Letter of Support

Dear Senator Hurtado,

On behalf of the City of Santa Clara, I am writing to express our support for SB 496 (Hurtado), which would create an Advanced Clean Fleets (ACF) Appeals Advisory Committee, ensure disaster service workers are able to effectively respond to emergency situations, and provide needed reforms for compliance.

The ACF has set ambitious compliance deadlines for fleets to transition to Zero Emission Vehicles (ZEVs). The ACF’s ZEV transition requires access to adequate utility infrastructure for alternative fueling, such as EV charging, as well as access to ZEVs that operationally can deliver the full spectrum of important and highly specialized services that fleets provide, many of which are vital to the health and safety of Californians. While the ACF allows fleets to request exemptions in cases where fleets cannot meet the compliance timetables, the ACF does not provide clarity on how such exemption requests are to be evaluated and decided upon, nor does it provide a process for any administrative review of exemption request denials by the California Air Resources Board (CARB).

The City of Santa Clara s upports efforts to provide flexibility in the transition of local agencies ’ vehicle fleets to low- and zero-emission vehicles. SB 496 establishes an Appeals Advisory Committee by which local agencies may request a review of exemption request denials. Allowing a formal appeals process ensures transparency while protecting due process for those seeking further review. SB 496 would also update the emergency vehicle exemption, allowing those vehicles that respond to and support critical operations related to emergencies and disasters, often under austere conditions or in remote areas, to continue to protect our communities. Additionally, SB 496 modifies the requirements of the daily usage exemption, removing barriers for the applicant to comply with the mandate.

SB 496 will create essential reforms to the ACF that will protect the health and safety of Californians, avoid unnecessary costs detrimental to our shared long-term goals, and ensure that local agencies can continue to work diligently to decarbonize their fleet operations and comply with the ACF without being penalized for factors beyond their control. For these reasons, the City of Santa Clara supports SB 496.

Sincerely,

Lisa M. Gillmor
Mayor
City of Santa Clara
City of
Santa Clara
The Center of Wh~t's Possible

1500 Warburton Avenue ● Santa Clara, CA 95050 ● Phone: 408-615-2200 ● Fax: 408-241-6771 ● SantaClaraCA.gov Lisa M. Gillmor
Mayor

April 23, 2025

The Honorable Ro Khanna
United States House of Representatives
306 Cannon House Office Building
Washington, DC 20515

RE: Letter of Support for Fiscal Year 2026 Community Project Funding Requests from the City of Santa Clara

Dear Congressman Khanna:

On behalf of the City of Santa Clara, I want to express my gratitude and appreciation to you , and your staff, for your leadership and support. We appreciate the opportunity to work with your office to bring investments and improvements to the residents, businesses, and visitors of our region.

I also want to highlight the City of Santa Clara’s requests for community project funding in the Fiscal Year 2026 Federal Appropriations process and respectfully request your support. Our projects specifically seek to facilitate the development of regional community assets, increase opportunities for alternative modes of transportation, and create safe streets for bicyclists and pedestrians.

The City’s priority projects are:

• Pruneridge Avenue Complete Streets Project
The City of Santa Clara adopted the Pruneridge Avenue Complete Streets Plan in 2022 to implement buffered bicycle lanes along the Pruneridge Avenue corridor in Santa Clara. This east-west roadway is an important part of the County of Santa Clara’s cross -county bicycle corridor network and connects San Jose to Santa Clara and job centers in Cupertino. The project will remove portions of travel lanes along Pruneridge Avenue to complete this important cross-county bicycle network and enhance intersections along the corridor with pedestrian improvements such as quick -build curb extensions, A DA curb ramps, and pedestrian signal enhancements. When complete, Pruneridge Avenue will connect to jobs, schools, transit, and trails and provide direct access to the region’s first under-development bicycle superhighway. The requested funding will support the City’s design and construction of this priority bicycle and pedestrian improvement project in Santa Clara.

• Silicon Valley Hopper On-Demand Micro-transit Shuttle The City of Santa Clara has partnered with the City of Cupertino to implement an on-demand micro-transit shuttle project , known as Silicon Valley Hopper , to serve those who live and work in Cupertino and Santa Clara. With support from a California State Transportation Agency State Transit and Intercity Rail Capital Program grant, the goal is to continue the existing On-Demand Micro-Transit Shuttle Project and expand service into north Santa Clara with a fleet of zero -emissions vehicles. Service is being designed to focus on offering City of
Santa Clara
The Center of Wh~t's Possible
Representative Ro Khanna
RE: Letter of Support for Fiscal Year 2026 Community Project Funding Requests from the City of Santa Clara

Page 2 of 2 ends

improved and affordable connections between local Caltrain, Amtrak, and Valley Transportation Authority (VTA) stations to job centers and other key destinations in Cupertino and Santa Clara while providing increased transit access for disadvantaged communities, high poverty zones, and senior populations.

Thank you for your consideration in championing these projects to help secure community project funding that will support the efforts of the City and benefit the region and State of California.

Sincerely,

Lisa M. Gillmor
Mayor
City of Santa Clara

1500 Warburton Avenue ● Santa Clara, CA 95050 ● Phone: 408-615-2200 ● Fax: 408-241-6771 ● SantaClaraCA.gov Lisa M. Gillmor
Mayor
June 12, 2025
The Honorable Gavin Newsom, Governor
State of California
1021 O Street, Suite 9000
Sacramento, CA 95814
The Honorable Mike McGuire, President pro Tempore
California State Senate
1021 O Street, Suite 8518
Sacramento, CA 95814
The Honorable Robert Rivas, Speaker
California State Assembly
1021 O Street, Suite 8330
Sacramento, CA 95814
RE: Support for Transit Funding in Cap-and-Invest Negotiations Dear Governor Newsom, pro Tem McGuire, Speaker Rivas:

On behalf of the City of Santa Clara, I write to voice our concerns with Governor Newsom’s proposed Cap-and-Invest Plan and to request that you restore all Greenhouse Gas Reduction Fund (GGRF) investments approved through Fiscal Year 2028- 29 for several vi tal transportation programs.

Additionally, we request that you maintain at least the current level of dedicated GGRF funding for transit capital projects and operations beyond 2030.

Santa Clara has committed significant resources to enhance mobility and reduce greenhouse gas emissions by launching an on- demand, zero-emission microtransit service in partnership with the City of Cupertino. Thanks to GGRF funding, the two cities were able to deliver Silicon Valley Hopper (SV Hopper), a multiagency zero-emission, on-demand service in 2023 with Transit and Intercity Rail Capital Program (TIRCP) support. The program provides first and last -mile transit access to major passenger rail operators (Caltrain, ACE, and Amtrak), regional medical facilities (El Camino Hospital Mountain View and Kaiser Santa Clara), and major commercial districts (Westfield Valley Fair) for residents of all ages and income levels. The project also supports disadvantaged communities defined by SB 535 in North Santa Clara. On average, SV Hopper avoids ~29.96 tonnes of CO2e emissions annually.

The Cap-and-Invest Plan proposes to eliminate one-time expenditures to these programs and fails to maintain continuous investments in the California State Transportation Agency’s (CalSTA) Transit and Intercity Rail Capital Program (TIRCP) and the California Department of Transportation’s (Caltrans) Low Carbon Transit Operations Program (LCTOP). This threatens more than $3 billion in GGRF funding for public transit and other clean mobility options, including approximately $2 billion in funding already programmed for individual projects and services.

City of
Santa Clara
The Center of Wh~t's Possible
Governor Newsom, pro Tem McGuire, Speaker Rivas
RE: Support for Transit Funding in Cap-and-Invest Negotiations June 12, 2025

Page 2 of 2 ends

$279 million of GGRF monies have been allocated over the next three fiscal years, including $100 million of planned investment for FY 2025- 26. The proposal eliminates this vital funding and jeopardizes SV Hopper.

Zero-emission microtransit has made a real difference and impact in our community and in communities across California, and we strongly urge that you prioritize support for these types of projects by reincluding their funding programs in the GGRF.

If this funding isn’t maintained in the final Cap- and-Invest Plan, it will have potentially devastating impacts for Santa Clara County residents, commuters, and visitors. Without continued LCTOP and TIRCP support, SV Hopper may be eliminated and lose opportunities to expand into underserved parts of Santa Clara County, limiting access to transit for seniors, youth, and essential workers.

For the reasons above, we urge the Governor and Legislature to ensure the final Cap- and-Invest Plan restores vital GGRF funding to the Sustainable Community Strategies Programs, TIRCP, and LCTOP through 2030, and maintains at least the level of dedicated GGRF funding for transit capital projects and operations beyond 2030.

Thank you for your consideration.

Respectfully,

Lisa M. Gillmor
Mayor
City of Santa Clara

Cc: Senator Aisha Wahab, Assemblymember Patrick Ahrens

2026 World Cup Coalition Letter Sign-On Request
The Honorable Gavin Newsom
Governor, State of California
1021 O Street, Suite 9000
Sacramento, CA 95814

The Honorable Robert Rivas
Speaker, California State Assembly
1021 O Street, Suite 8330
Sacramento, CA 95814

The Honorable Mike McGuire
President Pro Tem., California State Senate
1021 O Street, Suite 8518
Sacramento, CA 95814

RE: Support for State Investment in the 2026 FIFA World Cup as a Critical Economic and Recovery Opportunity

Dear Governor Newsom, Senate President Pro Tem McGuire, and Speaker Rivas,

The World Cup represents more than just an event, it is an investment in California’s economic future, workforce development, and international reputation. The World Cup will provide an unprecedented opportunity to uplift our economy, uplift communities, and showcase California’s resilience on the world stage through the 2026 FIFA World Cup (FWC26) tournament. In light of the recent wildfires in Los Angeles, the economic development associated with the event could certainly help the recovery process.

The undersigned coalition of organizations, businesses, locally elected officials, and community leaders across California strongly supports the budget request for $50 million per host city to help Los Angeles and the Bay Area prepare for this once-in-a-generation event. The World Cup will bring over 500,000 visitors to California, generate an estimated $1.1 billion in economic impact, and reinforce California’s position as a global tourism, business, and cultural hub. However, hosting a safe and successful World Cup requires significant state investment to address the following key areas:

-Public Safety & Security – Ensuring California is prepared to protect millions of residents, visitors, and global dignitaries across stadiums, public transit, and large fan events.

-Transit & Transportation – Improving public transit capacity and efficiency to accommodate record-breaking crowds, while ensuring continued accessibility for local communities.

-Community & Economic Development – Investing in fan experiences, local business engagement, and tourism marketing to maximize long-term benefits for California beyond the event.

With states like Texas, the only other state with two host cities (Dallas and Houston), already committing $50 million per host city, California must remain competitive to fully capitalize on this opportunity.

We urge the State Legislature and Governor’s Office to prioritize this budget request, ensuring that Los Angeles and the Bay Area have the necessary resources to deliver a safe, world-class event while fostering long-term economic resilience for California.

Sincerely,

1500 Warburton Avenue ● Santa Clara, CA 95050 ● Phone: 408-615-2200 ● Fax: 408-241-6771 ● SantaClaraCA.gov Lisa M. Gillmor
Mayor
May 2,
2025
Honorable Patrick Ahrens
California State Assembly, 26th District
1021 O Street, Suite 6110
Sacramento, CA 95814
Re: 2025 State Budget Requests from the City of Santa Clara Dear Assemblymember Ahrens:

On behalf of the City of Santa Clara, I want to express my appreciation to you and your staff for your support and commitment to the priorities of the City. I look forward to a long, and successful, working relationship between you, your office, and the City to improve the lives of the residents, businesses, and visitors to our great city.

As the State Legislature continues the process of shaping the state budget and evaluating where the state’s resources are best invested, I understand things are uncertain at best. If the opportunity arises for district requests to be included in the Legislature’s budget, I would like to respectfully present a list of priority funding needs for the City and request your partnership to help secure these critical dollars.

Below are the City’s priority projects for consideration, along with a brief description and dollar amount. Recognizing the state’s fiscal situation, the City has selected projects that will have significant local and regional impacts, thereby maximizing the return on the state’s investment.

The City and our legislative advocate are happy to provide more in- depth details and discuss each of these projects further.

I am proud that our values and priorities align and look forward to our continued partnership to serve the Santa Clara community. Thank you for your consideration and I look forward to continuing our work together.

Sincer
ely,
Lisa M. Gillmor
Mayor
Cit
y of Santa Clara
City of
Santa Clara
The Cent er of What'a Po$Slblr
Assemblymember Patrick Ahrens
Re: 2025 State Budget Requests from the City of Santa Clara

Page 2 of 3 ends

Title: Oversized Vehicle Parking Program
Amount: $1,600,000
Description: As housing prices and costs of living continue to rise in Silicon Valley, the number of people living in oversized vehicles parked on City streets without utility and sanitation hookups has also increased. The City’s Police Department estimates there are over 100 inhabited oversized vehicles in Santa Clara on any given day and many of them are inoperable. There is a need to expand current City resources to address the basi c needs of people living outside and reduce the impacts of unsheltered homelessness throughout the community.

This proposal would fund a sanctioned safe parking pilot program for approximately 30- 40 oversized vehicles over 2-3 years. The program would allow 24-7 parking, provide basic hygiene services, daily monitoring for security, and case management to connect residents with services so they can transition to permanent housing. The program would be administered in close coordination with the Santa Clara County Office of Supportive Housing. The City will also explore partnerships with neighboring cities to identify possible sites and to potentially pool resources.

Title:

Pruneridge Avenue Complete Streets Project
Amount: $2,500,000
Description: In 2022, the City of Santa Clara adopted the Pruneridge Avenue Complete Streets Plan to implement buffered bicycle lanes along the Pruneridge Avenue corridor. This east -west roadway is a crucial part of the County of Santa Clara's cross -county bicycle corridor network, connecting San Jose, Santa Clara, and the Apple campus in Cupertino.

The project involves removing portions of travel lanes along Pruneridge Avenue to complete this important bicycle network and enhance intersections with pedestrian improvements. These enhancements will include quick -build curb extensions, ADA- compliant curb ramps, and upgraded pedestrian signals. Funding is being requested to support the design and construction of this priority project for bicycle and pedestrian improvements in Santa Clara. This project is vital to the City, Silicon Valley region, and the state because it aims to increase pedestrian safety, promote alternative modes of transportation, and connect schools and employment centers to and from the region.

The intersections of Pruneridge Avenue at Woodhams Road and Redwood Avenue are near an elementary school and are frequently used by students crossing Pruneridge Avenue. These locations have been identified in the City of Santa Clara’s Pedestrian Master Plan as needing improvements for pedestrian safety. Bicyclists, including students, currently use the portion of Pruneridge Avenue where no bicycle facility currently exists. Bicyclists using this corridor need to navigate between parked vehicles and vehicles traveling with a posted speed limit of 35 mph.

Students from two elementary schools located adjacent to this roadway also use this portion of Pruneridge Avenue. This project will provide Class II buffered bikeway that connects to 14 schools with a total enrollment of 8,896 students and over 12,500 employees from job centers along the project corridor.

Assemblymember Patrick Ahrens
Re: 2025 State Budget Requests from the City of Santa Clara

Page 3 of 3 ends

Title: 24/7 Library Access Pilot Project
Amount: $641,800
Description: The 24/7 Library Access Pilot Project is an innovative initiative that will provide City of Santa Clara residents round-the- clock access to library services and resources through two key co
mponents: a pop-up 24/7 community self-service library located at Lawrence Station and a 24/7
freestanding library kiosk to be deployed in north Santa Clara. The requested funding will be used
to:
1) Stand up a pop-up
self -service library in the City of Santa Clara’s Lawrence Station Community Room that will serve a high-density neighborhood of over 1,000 households.

This library will enable 24/7 access to order library materials, return books, pick up reserved items, browse a popular book collection, videoconference, and host group meetings. Additionally, a computer and free public Wi-Fi will be made available for users to browse all the library’s materials and resources; and 2) Acquire the EnvisionWare 24-Hour Library, a state- of-the-art self-service kiosk that will expand access to library resources and services for residents with busy schedules or limited proximity to traditional library branches. This freestanding kiosk will be deployed in north Santa Clara and will provide 24/7 access to library resources and services. Users will be able to borrow up to 230 physical items, pick up reserved materials, return books, and access free public Wi- Fi. Additionally, users will be able to digitally access over 1 million e-books and e-resources.

The City of Santa Clara’s diverse population, comprised of working families, tech professionals, entrepreneurs, and students, requires flexible access to library services and resources beyond traditional operating hours. By extending library access beyond traditional hours and locations, the Lawrence Station self-service library and EnvisionWare 24-Hour Library kiosk will bridge gaps in service accessibility, empower underserved communities and ensure every resident, regardless of schedule or location, can fully access the City’s services and resources.

1500 Warburton Avenue ● Santa Clara, CA 95050 ● Phone: 408-615-2200 ● Fax: 408-241-6771 ● SantaClaraCA.gov Lisa M. Gillmor
Mayor

May 2, 2025

Honorable Aisha Wahab
California State Senator, 10th District
1021 O Street, Suite 8530
Sacramento, CA 95814

Re: 2025 State Budget Requests from the City of Santa Clara

Dear Senator Wahab:

On behalf of the City of Santa Clara, I want to express my appreciation to you and your staff for your support and commitment to the priorities of the City. I look forward to continuing to work with you and your office to improve the lives of the residents, businesses, and visitors to our great city.

Below are the City’s priority projects for consideration, along with a brief description and dollar amount. Recognizing the state’s fiscal situation, t he C ity has selected projects that will have significant local and regional impacts, thereby maximizing the return on the state’s investment.

The City and our legislative advocate are happy to provide more in- depth details and discuss each of these projects further.

I am optimistic that these project requests align with state goals and would be a worthy investment of state funds. Thank you for your consideration.

Sincerely,

Lisa M. Gillmor
Mayor
City of Santa Clara

City of
Santa Clara
The Cent er of What'a Po$Slblr
Senator Aisha Wahab
Re: 2025 State Budget Requests from the City of Santa Clara

Page 2 of 3 ends

Title
: Pruneridge Avenue Complete Streets Project
Amount: $2,500,000
Description: In 2022, the City of Santa Clara adopted the Pruneridge Avenue Complete Streets Plan to implement buffered bicycle lanes along the Pruneridge Avenue corridor. This east -west roadway is a crucial part of the County of Santa Clara's cross -county bicycle corridor network, connecting San Jose, Santa Clara, and the Apple campus in Cupertino.

Senator Aisha Wahab
Re: 2025 State Budget Requests from the City of Santa Clara

Page 3 of 3 ends

Title: 24/7 Library Access Pilot Project
Amount: $641,800
Description: The 24/7 Library Access Pilot Project is an innovative initiative that will provide City of Santa Clara residents round- the-clock access to library services and resources through two key components: a pop-up 24/7 community self-service library located at Lawrence Station and a 24/7 freestanding library kiosk to be deployed in north Santa Clara. The requested funding will be used to:
1) Stand up
a pop-up self -service library in the City of Santa Clara’s Lawrence Station Community Room that will serve a high-density neighborhood of over 1,000 households.

This library will enable 24/7 access to order library materials, return books, pick up reserved items, browse a popular book collection, videoconference , and host group meetings. Additionally, a computer and free public Wi-Fi will be made available for users to browse all the library’s materials and resources; and 2) Acquire the EnvisionWare 24-Hour Library, a state- of-the-art self-service kiosk that will expand access to library resources and services for residents with busy schedules or limited proximity to traditional library branches. This freestanding kiosk will be deployed in north Santa Clara and will provide 24/7 access to library resources and services. User s will be able to borrow up to 230 physical items, pick up reserved materials, return books, and access free public Wi- Fi. Additionally, users will be able to digitally access over 1 million e-books and e-resources.

1 May 8, 2025 Cities Association
Legislative Action Committee Meeting

Bill Summary and Positions
Bill Number Summary City Position LAP Alignment
AB 650 (Papan)
Housing element
reform
This bill would extend
a number of timelines
in the process of
determining regional
housing needs and
regional housing
needs allocations
(RHNA) and housing
element revisions
and require the
Department of
Housing and
Community
Development (HCD)
to provide specific
analysis or text to
local governments to
remedy deficiencies
in their draft housing
element revisions.

No Action

(Note: The bill
removes language
that would have
protected cities from
builder’s remedy risk
while working on
revising a non-
compliant housing
element. The City
has concerns about
the removal of this
protection.)
Most of the bill aligns with the
following position statement
within the Housing LAP.
–
“Support legislation that creates
a more equitable Regional
Housing Needs Allocation
(RHNA) process that takes into
account local factors including
existing proportion of deed
restricted affordable housing
stock in each City, availability of
developable land, and other
factors related to developing
the regional allocation of
housing units.”

SB 79 (Wiener)
Transit-oriented
development

This bill would make
transit oriented
development an
allowable use on any
site zoned residential,
mixed, commercial,
or light industrial
development; make
changes to the
surplus lands act
related to transit
agencies; and
exempt certain
projects on land
owned by a public
transit agency from
CEQA. The bill would
establish various
height, density, and
FAR standards for
transit-oriented
development, based
on a project’s
proximity to various
modes of transit.

No Action Housing LAP
–

"Oppose measures that reduce
local control over land use and
planning decisions and are
punitive in nature towards local
government.”

City of
Santa Clara
The Center of What's Possible
Legislative Action Committee – Bill Summary and Positions June 17, 20255

Page 2 ends

SB 753 (Cortese)
Local authority on
shopping cart
retrieval and fines
This bill would allow
cities and counties,
for shopping carts
located away from a
store location, to
retrieve and return
carts to the parking
area of the store
owner or impound the
cart if the retailer
does not retrieve a
cart within three days
of receiving notice.

The measure also
removes the $50 limit
that a city/county can
charge a retailer for
failing to retrieve a
shopping cart (for
each occurrence in
excess of three in a
six-period) to instead
cover the actual cost
for retrieval/return.

No Action

Outside of scope of LAPs
SB 457 (Becker)
Misuse of builders
remedy

This bill revises
Housing Element
Law to specify that a
local agency’s
housing element is in
compliance the date
it is adopted if the
element is
subsequently certified
by the Department of
Housing and
Community
Development or a
court of competent
jurisdiction, and
changes the vesting
period for builder’s
remedy projects.

No action

(Note: this measure
failed in Senate
Housing Committee
(1-2) and is ineligible
for additional
consideration until
January 2026)

Outside of scope of LAPs
AB 262 (Caloza)
California Individual
Assistance Act

This bill would
establish the
California Individual
Assistance Act to
provide assistance to
local agencies,
community-based
organizations, and
individuals recovering
Support

Emergency Management LAP
–
“Supports efforts to provide
direct relief funding to local
jurisdictions, especially small
and medium-sized cities, which
can be utilized to mitigate,
prepare, respond to, and
recover from any all-hazard
Legislative Action Committee – Bill Summary and Positions June 17, 20255

Page 3 ends

from disasters and
requires Cal OES to
prioritize state
disaster relief to
communities that do
not meet thresholds
for federal disaster
assistance programs.

emergencies and emergent
crises and threats, including
offsetting lost revenue and
reimbursing incurred costs.”

AB 846 (Connolly)
Incidental take permit
for endangered
species

This bill establishes a
process to facilitate
the approval of an
incidental take permit
(ITP) for listed
species, if any,
needed by a local
agency to undertake
wildfire preparedness
activities. The bill
would, among other
things, 1) Authorize a
local agency to
submit to the
Department of Fish
and Wildlife (DFW) a
wildfire preparedness
plan (plan) to conduct
wildfire
preparedness
activities on land
designated as a
fire hazard severity
zone (FHSZ) that
minimizes impacts to
wildlife and habitat for
candidate,
threatened, and
endangered species
(listed species), and
meets additional
specified criteria.
2) Allow DFW to
impose a fee on a
local agency for the
cost of reviewing the
plan submitted
by that local agency,
consistent with
DFW’s fee authority.

Support Sustainability and
Environmental Protection LAP
–
“Support legislation,
regulations, and funding to
strengthen forest management
and fire prevention activities
and improve emergency
preparedness and response.

These include, but are not
limited to, the modernization of
vegetation and forest
management practices for
wildfire prevention and carbon
sequestration and biomass
production for energy, forest
thinning, and other activities to
improve the health of forests
damaged by infestation of bark
beetles, plant pathogens,
drought, or other hazards that
exponentially increase wildfire
dangers.”

SB 326 (Becker)
California Wildfire
Mitigation Strategic
Planning Act
This bill would require
the Deputy Director
of Community
Wildfire
Support Sustainability and
Environmental Protection LAP
–
Legislative Action Committee – Bill Summary and Positions June 17, 20255

Page 4 ends

Preparedness and
Mitigation within the
California
Department of
Forestry and Fire
Protection to prepare
and regularly update
a Wildfire Risk
Mitigation Planning
Framework to
quantitatively
evaluate wildfire risk
mitigation actions, a
Wildfire Risk Baseline
and Forecast to
evaluate targeted
wildfire risk mitigation
actions, and a
Wildfire Mitigation
Scenarios Report.

“Support legislation,
regulations, and funding to
strengthen forest management
and fire prevention activities
and improve emergency
preparedness and response.

SB 252 (Valladares)
CEQA exemption for
undergrounding
powerlines
This bill would
exempt from the
provisions of CEQA a
project to
underground
powerlines.

No Action

(Note: this bill was
not considered by a
policy committee
prior to the deadline
and is therefore not
eligible for additional
consideration until
January 2026)

Outside of scope of LAPs
AB 66 (Tangipa)
CEQA exemption for
emergency egress
routes

This bill would
exempt from CEQA
egress route projects
in subdivisions
reviewed by the State
Board of Forestry and
Fire Protection (BOF)
where the BOF
recommends creation
of secondary access
to the subdivision.

No Action Appears to be outside of scope
of LAPs. The City requires
additional time to review this
bill.

AB 300 (Lackey)
State Fire Marshall:
revision of fire hazard
severity maps

This bill would add a
minimum time frame,
of five years, to the
frequency in which
the State Fire
Marshall (SFM) must
review lands within
state responsibility
areas identified as
No Action Appears to be outside of scope
of LAPs. The City requires
additional time to review this
bill.

Legislative Action Committee – Bill Summary and Positions June 17, 20255

Page 5 ends

fire hazard severity
zones (FHSZ) and
areas in the state
identified as
moderate, high, and
very high FHSZs, and
requires the SFM to
re-review areas in the
state and lands in the
SRA not previously
identified or classified
as FHSZs and if
applicable, identify or
classify new areas.

AB 261 (Quirk-Silva)
State Fire Marshall:
fire hazard severity
zones

This bill would
authorizes the State
Fire Marshal to
confer with, and
receive
documentation from,
entities on actions
that may impact the
degree of fire hazard
in an area or the
area’s recommended
fire hazard severity
zone designation and
authorizes the SFM
to provide a written
response to an entity,
which must be posted
on the SFM’s website
along with any
related
documentation
provided by an entity.

No Action

Appears to be outside of scope
of LAPs. The City requires
additional time to review this
bill.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-731 Agenda Date: 7/8/2025

REPORT TO COUNCIL

SUBJECT
Action on Authorizing the City Manager to Negotiate and Execute Amendments to the Agreement with N. Harris Computer Corporation for the NorthStar CIS Utility Billing System

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City’s utility billing operations rely on the NorthStar Customer Information System (NorthStar CIS) provided by N. Harris Computer Corporation (Harris). NorthStar CIS is a critical utility billing system that supports ten interconnected user applications that enable seamless integration between meter reading, service orders, meter data management, utility bill generation, payment collection across multiple channels, and customer service delivery, including both a call center and an online self-service web portal.

The City originally entered into an agreement with Harris in 1998 for the implementation, support, and maintenance of the NorthStar CIS. In 2017, the City Council authorized the City Manager to execute a new agreement with Harris (2017 Agreement) to upgrade NorthStar CIS from version 6.3 to version

6.4, with a maximum compensation of $276,648 and a term through December 7, 2020. Since then, the agreement has been amended multiple times to incorporate additional critical projects and increase compensation, as summarized below:
· Amendment No. 1 (Authorized under RTC# 20-714, executed December 1, 2020):

Extended the term through December 31, 2023, with no change in the maximum compensation. City Council also authorized the City Manager to negotiate and execute future amendments for additional work related to transitioning the customer payment system from NorthStar CIS to the City’s Smart Energy Water (SEW) platform to ensure compliance with Payment Card Industry Data Security Standard (PCI DSS). The PCI DSS is a set of security requirements designed to protect cardholder data and reduce payment card fraud, applicable to any entity that stores, processes, or transmits cardholder data. · Amendment No. 2 (Executed December 16, 2020): Increased compensation by $189,551 for a revised maximum compensation not to exceed $466,199 for the work related to the SEW project, as authorized under RTC# 20-714.
· Amendment No. 3 (Executed January 2, 2024): Extended the term through December 31, 2025, to accommodate additional time needed to complete the SEW project, as authorized under RTC# 20-714.

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· Amendment No. 4 (Authorized under RTC# 24-168, executed May 1, 2024): This amendment modified the scope of services to include discovery work needed to ensure ongoing compatibility between the NorthStar CIS and Silicon Valley Power’s proposed updated meter data management system. Once the updates are complete, Silicon Valley Power will be able to export 15-minute meter data to other systems, significantly reducing staff time troubleshooting system communications issues and improving support for customer service activities relating to energy usage. This scope of work represented the first step in a two-step process and the second step is proposed to be included in Amendment No. 7, as discussed below. In Amendment No. 4, compensation was increased by $70,857 for a revised not-to-exceed amount of $537,056.
· Amendment No. 5 (Authorized RTC# 25-139, executed May 9, 2025): Increased compensation by $233,391 for a revised maximum compensation not to exceed $770,447 for additional work on the NorthStar server migration and mCare upgrade projects.

The purpose of this report is to request City Council authorization to negotiate and execute Amendment No. 6 and Amendment No. 7 to support two new projects and provide additional flexibility and authorization for future work necessary to maintain this critical utility billing system.

DISCUSSION
Since the execution of the 2017 Agreement with Harris, the NorthStar CIS has undergone various updates and modifications to maintain compliance with industry standards and align with the City’s evolving operational needs and technology platforms. As outlined above, these have been implemented through successive amendments to the agreement.

At this time, two new work efforts have been identified that require further amendment of the 2017 Agreement to ensure continuity of service and support the continued modernization of the system.

1. NorthStar Customer Connect Update
The NorthStar CIS Customer Connect module is the current online self-service portal through which residents access their utility accounts information and submit payments. While the City is in the process of transitioning to a new, modern, cloud-hosted portal provided by SEW, with public release anticipated in late 2025, the legacy Customer Connect portal remains in use.

Currently, all merchant services and credit card processing transactions for the legacy Customer Connect portal are processed through Bank of America (BOA), Harris’ banking services provider.

BOA has announced a mandatory upgrade to its payment processing system, CyberSource, which is scheduled to go live in August 2025. To maintain uninterrupted service and remain compliant with PCI DSS, the City must implement corresponding updates to the Customer Connect portal to ensure it functions properly with the new CyberSource platform.

Failure to update the Customer Connect portal in advance of the CyberSource transition will result in the shutdown of the Customer Connect portal, which will disrupt the City’s ability to accept online utility payments during the critical period before the SEW portal goes live.

To prevent such disruption, staff is requesting authorization to negotiate and execute Amendment No.

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6 to the 2017 Agreement to support the development, quality assurance, testing, and deployment of the required updates to the Customer Connect portal. The cost for this work is not to exceed $45,756.

2. EnergyIP Integration Modernization
The authorization provided in Amendment No. 4 supported Step 1 of a two-step process to upgrade the existing integration between the NorthStar CIS and the EnergyIP Meter Data Management System. That initial discovery process is now complete, and Harris has provided a scope of work to complete the EnergyIP Integration Modernization. To complete the upgrade, SVP will need to upgrade the Honeywell NetSense System (Data Collection), Siemens EnergyIP (EIP) System (Data Management), and the NorthStar CIS. Staff is coordinating with all three vendors and is ready to proceed with the work and a contract amendment with Harris.

To support the services necessary to modernize SVP’s meter data management system and maintain seamless integration with the NorthStar CIS, staff is requesting authorization to negotiate and execute Amendment No. 7 to the 2017 Agreement to support the planning, testing, development, and integration of the upgrades to the EnergyIP Meter Data Management System. The total cost for this work is a fixed price of $215,500.

Authorization for Additional Unanticipated Work
In addition to the two identified work efforts, staff anticipates that additional needs may arise to support the continued operation and modernization of the NorthStar CIS. Given the complexity of the system and its integration with multiple applications, flexibility is needed to respond promptly to urgent or emerging requirements that fall outside the scope of the standard maintenance services.

To address these potential needs, including any additional requirements that may arise under Amendment No. 6 or Amendment No. 7, staff is requesting authorization to negotiate and execute future amendments to the 2017 Agreement for additional services in a total amount not to exceed $300,000 that may be required to maintain system compatibility, support compliance, respond to operational requirements or to take other actions necessary to implement and administer the agreement.

Summary of Cost Impact
Table 1 below summarizes the current and proposed amounts under the 2017 Agreement with Harris.

Table 1 - Compensation Summary
Description Amount
Current Authorized Compensation (Original Agreement and Amendments No. 1 - 5)
$770,447
Proposed Amendments: Customer Connect Update ($45,756) and EnergyIP Integration Modernization ($215,500)
$261,256
Subtotal - Revised Compensation After Amendments No. 6
and 7
$1,031,703
Proposed Authorization for Future Unanticipated Work $300,000 Total Not-to-Exceed Maximum Compensation $1,331,703City of Santa Clara Printed on 7/3/2025Page 3 of 5 powered by Legistar™
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Description Amount
Current Authorized Compensation (Original Agreement and Amendments No. 1 - 5)
$770,447
Proposed Amendments: Customer Connect Update ($45,756) and EnergyIP Integration Modernization ($215,500)
$261,256
Subtotal - Revised Compensation After Amendments No. 6
and 7
$1,031,703
Proposed Authorization for Future Unanticipated Work $300,000 Total Not-to-Exceed Maximum Compensation $1,331,703

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of a California Environmental Quality Act (“CEQA”) pursuant to pursuant to section 15061(b)(3) of Title 14 of the California Code of Regulations in that it can be seen with certainty that there is no possibility that these upgrades and modifications may have a significant effect on the environment.

FISCAL IMPACT
The proposed Amendment No. 6 adds up to $45,756 to support the NorthStar Customer Connect Update with funding available through the Utility Management Information System (UMIS) Enhancements project in the General Government Capital Fund (Project 6103).

The proposed Amendment No. 7 adds up to $215,500 (funded by SVP) to support the EnergyIP Modernization project. Funding is available in the Operations and Planning Technology project in the Electric Utility Capital Fund (Project 2395).

Future amendments may add up to $300,000 for additional services required to maintain system compatibility, support compliance, respond to operational requirements or to take other actions necessary to ensure the ongoing functionality of the system. Funding for potential future amendments will be determined as needs arise and according to the available budgets for the areas in which additional services are needed.

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

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

RECOMMENDATION

1. Authorize the City Manager or designee to negotiate and execute Amendment No. 6 and Amendment No. 7 to the agreement with N. Harris Computer Corporation (Agreement) for the NorthStar Customer Information System Customer Connect Portal integration with CyberSource and the EnergyIP Integration Modernization, including extending the term to December 31, 2028 and increasing the maximum compensation by $261,256 for a revised maximum compensation not to exceed $1,031,703, subject to the review and approval as to form by the City Attorney; and

2. Authorize the City Manager or designee to take any actions necessary to implement and administer the Agreement, including negotiating and executing future amendment(s) to (a) add, modify, or delete services, including software subscription or support services, (b) increase the maximum compensation by an additional $300,000 for a total maximum compensation amount City of Santa Clara Printed on 7/3/2025Page 4 of 5
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not-to-exceed $1,331,703 to cover unanticipated services required to maintain system compatibility, support compliance, or respond to operational requirements, (c) extend the term as needed to complete approved projects, and (d) make de minimis changes, all subject to the total maximum compensation of $1,331,703, appropriation of funds, and review and approval as to form by the City Attorney.

Reviewed by: Kenn Lee, Director of Finance
Reviewed by: Nico Procos, Acting Director of Electric Utility Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. 2017 Harris Agreement

2. RTC 20-714

3. Amendment No. 1

4. Amendment No. 2

5. Amendment No. 3

6. Amendment No. 4

7. RTC 24-168

8. Amendment No. 5

9. RTC 25-139
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EBIX Insurance No. 52.00002211

AGREEMENT FOR THE PERFORMANCE OF

SERVICES BY AND BETWEEN THE CITY OF

SANTA CLARA, CALIFORNIA, AND NORTHSTAR

UTILITIES SOLUTIONS

PREAMBLE
This agreement for the performance of services ("Agreement") is by and between NorthStar Utilites Solutions, an Ontario Corporation with its principal place of Business located at 1 Antares Dr., Suite 400, Ottawa, Ontario K2E 8C4 ("Contractor"), and the City of Santa Clara, California, a chartered
California municipal corporation with its primary business address at 1500 Warburton A venue , Santa Clara, California 95050 ("City"). 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 professional services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services"; and B. Contractor has 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 PROVISIONS

1. EMPLOYMENT OF CONTRACTOR.

City hereby employs Contractor to perform services set forth in this Agreement. To accomplish that, City may assign a Project Manager to personally direct the Services to be provided by Contractor and will notify Contractor in writing of City's choice. City shall pay for all such materials and services provided which are consistent with the terms of this Agreement.

2. SERVICES TO BE PROVIDED.

Except as specified in this Agreement , Contractor shall furnish all technical and professional services , including labor, material, equipment , transportation, supervision and expertise ( collectively referred to as "Services") to satisfactorily complete the work NORTHISTAR'"
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1 required by City at his/her own risk and expense. Services to be provided to City are more fully described in Exhibit A entitled "SCOPE OF SERVICES." All of the exhibits referenced in this Agreement are attached and are incorporated by this reference. If any terms in Exhibits, or attachments to Exhibits, contradict terms of this Agreement, then the terms of this Agreement shall be controlling.

3. COMMENCEMENT AND COMPLETION OF SERVICES.

A. Contractor shall begin providing the services under the requirements of this Agreement upon receipt of written Notice to Proceed from City.

Such notice shall be deemed to have occurred three (3) calendar days after it has been deposited in the regular United States mail. Contractor shall complete the Services within the time limits set forth in the Scope of Services or as mutually determined in writing by the Parties.

B. When City determines that Contractor has satisfactorily completed the Services, City shall give Contractor written Notice of Final Acceptance. Upon receipt of such notice, Contractor shall not incur any further costs under this Agreement. Contractor may request this determination of completion be made when, in its opinion, the Services have been satisfactorily completed. If so requested by the contractor, City shall make this determination within fourteen (14) days of its receipt of such request.

4. QUALIFICATIONS OF CONTRACTOR- STANDARD OF
WORKMANSHIP.

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.

The plans, designs, specifications, estimates, calculations, reports and other documents furnished under Exhibit A shall be of a quality acceptable to City. The criteria for acceptance of the work provided under this Agreement shall be a product of neat appearance, well organized, that is technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by City for similar projects.

5. TERM OF AGREEMENT.

Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate three years from that date.

6. MONITORING OF SERVICES.

City may monitor the Services performed under this Agreement to determine whether Contractor's operation conforms to City policy and to the terms of this Agreement. City NORTHISTAR"'
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2 may also monitor the Services to be performed to determine whether all operations are conducted in accord with applicable City, county, state, and federal requirements.

Contractor's conformance with applicable City policies and City, county, state and federal requirements is a material term of this Agreement.

7. WARRANTY.

Contractor warrants that the Services will be performed in a professional and diligent manner by personnel who are competent in performing their individual tasks.

Contractor makes no representation or warranty, and City so acknowledges, regarding the merchantability of the Services, or their fitness for a particular purpose.

8. BUSINESS TAX LICENSE REQUIRED.

Contractor must comply with Santa Clara City Code section 3.40.060, as that section may be amended from time to time or renumbered, which requires that any person who transacts or carries on any business in the City of Santa Clara pay business license tax to the City. A business tax certificate may be obtained by completing the Business Tax Affidavit Form and paying the applicable fee at the Santa Clara City Hall Municipal Services Division.

9. RESPONSIBILITY OF CONTRACTOR.

Contractor shall be responsible for the professional quality, technical accuracy and coordination of the Services furnished by it under this Agreement. Neither City's review, acceptance, nor payments for any of the Services required under this Agreement shall be construed 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.

Any acceptance by City of plans, specifications, construction contract documents, reports, diagrams, maps and other material prepared by Contractor shall not in any respect absolve Contractor from the responsibility Contractor has in accordance with customary standards of good professional practice in compliance with applicable federal, state, county, and/or municipal laws, ordinances, regulations, rules and orders.

10. COMPENSATION AND PAYMENT.

In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and services rendered by Contractor as outlined in Exhibit B, entitled "SCHEDULE OF FEES."
Contractor will bill City on a monthly basis for Services provided by Contractor during the preceding month, subject to verification by City. City will pay Contractor within thirty (30) days of City's receipt of invoice.

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3 11. TERMINATION OF AGREEMENT.

Either Party may terminate this Agreement without cause by giving the other Party written notice ("Notice of Termination") which clearly expresses that Party's intent to terminate the Agreement. Notice of Termination shall become effective no less than ninety (90) calendar days after a Party receives such notice. After either Party terminates the Agreement, Contractor shall discontinue further services as of the effective date of termination, and City shall pay Contractor for all Services satisfactorily performed up to such date.

If Contractor should neglect to perform the Services properly or otherwise fail to comply with any term of this Agreement, the City must notify Contractor in writing of such default (a "Default Notice"). Upon receipt of a Default Notice, Contractor must either correct the default at no additional cost to the City, or issue a written notice of its own disputing the alleged default, in either case within thirty (30) days immediately following receipt of a Default Notice. If Contractor fails to correct the default, or issue a notice disputing the alleged default, in either case within ninety (90) days following receipt of the Default Notice, the City may terminate the whole of this Agreement or the part of this Agreement relating to the provision of Services and in such case will be responsible for payment to Contractor of only that part of the fee earned by Contractor for those Services performed up to the time of communication of such notice of termination to Contractor that is not disputed by City.

If the City should fail to comply with its obligations under this Agreement, Contractor must notify the City in writing of such default (a "Default Notice"). Upon receipt of a Default Notice, the City must correct the default at no additional cost to Contractor, or issue a written notice of its own disputing the alleged default, in either case within thirty (30) days immediately following receipt of a Default Notice. If the City fails to correct the default, or issue a notice disputing the alleged default, in either case within ninety (90) days following receipt of the Default Notice, Contractor may terminate the whole of this Agreement and in such case the City will be responsible for payment to Contractor of only that part of the fee earned by Contractor for that part of the Services performed in accordance with this Agreement up to the time of communication of such notice of termination to the City that is not disputed by City.

12. NO ASSIGNMENT OR SUBCONTRACTING OF AGREEMENT.

Contractor shall not hire subcontractors without express written permission from City.

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

Neither party may assign any of its rights or duties under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld, except that either party may assign to a successor entity in the event of its dissolution, acquisition, sale of substantially all of its assets, merger or other change in legal status.

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4 The Agreement shall inure to the benefit of and be binding upon the parties to this Agreement and their respective successors and permitted assigns.

13. 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.

14. 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, however, to manage its employees in their performance of Services under this Agreement. Contractor is not authorized to bind City to any contracts or other obligations.

15. NO PLEDGING OF CITY'S CREDIT.

Under no circumstances shall Contractor have the authority or power to pledge the credit of City or incur any obligation in the name of City. Contractor shall save and hold harmless the City, its City Council, its officers, employees, boards and commissions for expenses arising out of any unauthorized pledges of City's credit by Contractor under this Agreement.

16. CONFIDENTIALITY OF MATERIAL.

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

17. USE OF CITY NAME OR EMBLEM.

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

18. OWNERSHIP OF MATERIAL.
(a) The parties agree that no materials or documents are being created for the City by Contractor under this Agreement. All materials and documents which NORTHISTAR"'

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5 were developed or prepared by Contractor for general use and which are not the copyright of any other party or publicly available, including educational materials, shall continue to be the property of Contractor. (b) Where the City requests custom materials or documents, the parties shall enter into a separate written agreement which shall include a duly executed statement of work and such other provisions as are typically found in an agreement of that nature, including without limitation, provisions regarding the ownership of such customer materials or documents.

19. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR.

City, through its authorized employees, representatives or agents shall have the right the term of this Agreement and for three (3) 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 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.

20. FORCE MAJEURE
Neither party shall be liable for delay or failure in performance resulting from acts beyond the control of such party including, but not limited to, acts of God, acts of war or of the public enemy, riots, fire, flood, or other natural disaster, acts of government ( other than City), strike, walkout, communication line or power failure, failure in operability or destruction of the City's computer (unless by reason of the negligence of a party to this Agreement), or failure or inoperability of any software other than software provided by Contractor (unless by reason of the negligence of a party to this Agreement). Any applicable delivery schedule shall be extended by a period of time equal to the time lost because of any such delay.

21. FAIR EMPLOYMENT.

Contractor shall not discriminate against any employee or applicant for employment because of race, color, creed, national origin, gender, sexual orientation, age, disability, religion, ethnic background, or marital status, in violation of state or federal law.

22. HOLD HARMLESS/INDEMNIFICATION/LIMITATION OF LIABILITY. a. Contractor shall indemnify, defend and hold harmless CITY, its officers, officials, NORTHISTAR'"
UT!LfTIES SOLUTIONS
6 employees and agents, from and against any and all third-party losses, liabilities, damages, costs, assessments, expenses (including, without limitation, interest, penalties, fines, expert fees and reasonable attorneys' fees), incurred in connection with any and all third-party causes of action, claims, demands, actions, suits, proceedings, settlements and judgments ( collectively, "Claims") which CITY may incur or suffer or be put to by reason of or in connection with or arising directly or indirectly from any breach, violation or non-performance by Contractor of any obligation contained in this Agreement to be observed by Contractor, or any negligent acts or omissions of Contractor, or any wrongful act or willful misconduct of CONTRACTOR, its officers, employees, agents or subcontractors which relates to this Agreement, however arising. This indemnity is only effective where (i) CITY has provided prompt notice of the claim, action or demand to Contractor; (ii) CITY has not made any admissions of liability or settlement offers either prior to or after providing notice to Contractor of the applicable claim except with Contractor's prior written consent, except to the extent required by applicable law, (iii) Contractor has sole control of the defense of any claim or proceeding and all negotiations for its compromise or settlement; (iv) CITY provides reasonable assistance to Contractor, at Contractor's expense throughout the action or proceeding, and (v) CITY may, at CITY's sole cost and expense, retain counsel of its own choosing who shall be permitted to attend settlement conferences and hearings or other court appearances and hearings ( except where the court has specifically ordered otherwise) related to the proceeding.
b. The City and Contractor recognize that circumstances may arise entitling the City to damages for breach or other fault on the part of Contractor arising from this Agreement. The parties agree that in all such circumstances the City's remedies and Contractor's liabilities will be limited as set forth below and that these provisions will survive notwithstanding the termination or other discharge of the obligations of the parties under this Agreement.

1. EXCEPT FOR DAMAGES ARISING OUT OF (a) EITHER

PARTY'S BREACH OF ITS CONFIDENTIALITY
OBLIGATIONS, (b) CONTRACTOR'S INTENTIONAL

MISREPRESENTATION, GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT, (c) INJURY OR DEATH TO
PERSONS OR (d) DAMAGE TO TANGIBLE OR REAL

PROPERTY, BOTH PARTIES AGREE THAT

CONTRACTOR'S ENTIRE LIABILITY (UNDER CONTRACT

OR IN TORT INCLUDING FUNDAMENTAL BREACH,

NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), IF

ANY, FOR ANY DAMAGES RELATING TO THIS

AGREEMENT SHALL NOT EXCEED THREE HUNDRED
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UTILITIES SOLUTIONS
7 AND FIFTY THOUSAND DOLLARS $350,000.00.
ii. IN ADDITION TO THE FOREGOING, EXCEPT FOR
DAMAGES ARISING OUT OF (a) INJURY OR DEATH TO
PERSONS OR (b) DAMAGE TO TANGIBLE OR REAL

PROPERTY, NEITHER PARTY SHALL BE LIABLE FOR

ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT,

EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, LOST

REVENUE, LOSS OF DATA OR LOSS OF PROFITS, EVEN

IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE

LIKELIHOOD OF THE OCCURRENCE OF SUCH LOSS OR

DAMAGES AND NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
111. CLAUSES (i) AND (ii) SHALL APPLY IN RESPECT OF ANY

CLAIM, DEMAND OR ACTION BY A PARTY

IRRESPECTIVE OF THE NATURE OF THE CAUSE OF

ACTION UNDERLYING SUCH CLAIM, DEMAND OR

ACTION, INCLUDING, BUT NOT LIMITED TO, BREACH
OF CONTRACT, RESCISSION OF CONTRACT, OR TORT.

23. INSURANCE REQUIREMENTS.

During the term of this Agreement, and/or 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 with respect to employees and vehicles assigned to the Performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit C.

24. AMENDMENTS.

This Agreement maybe amended only with the written consent of both Parties.

25. INTEGRATED DOCUMENT.

This Agreement represents the entire agreement between City and Contractor. No other understanding, agreements, conversations, or otherwise, with any representative of City prior to execution of this Agreement shall affect or modify any of the terms or obligations of this Agreement. Any verbal agreement shall be considered unofficial information and is not binding upon City.

26. 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.

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8 27. 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.

28. NOTICES.

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

City of Santa Clara
Attention: Finance Department
1500 Warburton A venue
Santa Clara, California 95050
or by facsimile at ( 408) 243-8687
And to Contractor addressed as follows:

Name: Northstar Utilities Solutions
Address: 1 Antares Dr., Suite 400., Ottawa, ON K2E 8C4
or by facsimile at 613-226-3377
If notice is sent via facsimile, a hard copy of the material shall also be mailed. The workday the facsimile was sent shall control the date notice was deemed given if there is a facsimile machine generated document on the date of transmission. A facsimile transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following Monday.

29. CAPTIONS.

The captions of the various sections, paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation.

30. LAW GOVERNING CONTRACT 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.

31. DISPUTE RESOLUTION.

A. Unless otherwise mutually agreed to by the Parties, any controversies between Contractor and City regarding the construction or application of this Agreement, and claims arising out of this Agreement or its breach, shall be submitted to mediation within thirty (30) days of the written request of one Party after the service of that request on the other NORTHISTAR'"
UTfLfTIES SOLUTIONS
9 Party.

B. The Parties may agree on one mediator. If they cannot agree on one mediator, the Party demanding mediation shall request the Superior Court of Santa Clara County to appoint a mediator. The mediation meeting shall not exceed one day (eight (8) hours). The Parties may agree to extend the time allowed for mediation under this Agreement.

C. The costs of mediation shall be borne by the Parties equally.

D. For any contract dispute, mediation under this section is a condition precedent to filing an action in any court. In the event of mediation which arises out of any dispute related to this Agreement, the Parties shall each pay their respective attorney's fees, expert witness costs and cost of suit through mediation only. If mediation does not resolve the dispute, the Parties agree that the matter shall be litigated in a court of law, and not subject to the arbitration provisions of the Public Contracts Code.

32. COMPLIANCE WITH ETHICAL STANDARDS.

Contractor shall:

A. Read Exhibit D, entitled "ETHICAL ST AND ARDS FOR

CONTRACTORS SEEKING TO ENTER INTO AN AGREEMENT
WITH THE CITY OF SANT A CLARA, CALIFORNIA"; and,
B. Execute Exhibit E, entitled "AFFIDAVIT OF COMPLIANCE WITH ETHICAL STANDARDS."

33. AFFORDABLE CARE ACT OBLIGATIONS
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.

34. RETENTION.

As set forth in Exhibit B, City will pay Contractor on its invoice(s) an amount equal to 90 percent (90%) of the amount otherwise due to Contractor, and City shall withhold the remaining 10 percent (10%) as retention. When City determines that Contractor has satisfactorily completed the Services, City shall give Contractor written Notice of Final Acceptance; within thirty (30) days after issuance of said Notice of Final Acceptance, City shall release to Contractor the amounts held in retention. In the event of a good faith dispute between City and Contractor as to satisfactory completion of the Services, City 10 NORTHISTAR""
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shall continue to hold the retained funds in a segregated account until such time as the dispute is resolved, whether by means of formalized settlement or adjudication. Funds held in retention may be used to offset monies otherwise due to City by Contractor.

35. CONFLICT OF INTERESTS.

This Agreement does not prevent either Party from entering into similar agreements with other parties. To prevent a conflict of interest, Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code Section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

36. PROGRESS SCHEDULE.

The Progress Schedule will be as set forth in the attached Exhibit F, entitled "MILESTONE SCHEDULE" if applicable.

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; and, the Parties agree that signatures on this Agreement, including those transmitted by facsimile, shall be sufficient to bind the Parties.

The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. The Effective Date is the date that the final signatory executes the Agreement. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.

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11 CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
APPROVED AS TO FORM: Dated: \ 1 I ·1/ '1---
01 ~ t/4RIAN DOYLE
Interim City Attorney
l~
/DEANNAJ. SANTANA .

City Manager
~ "CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

NORTHSTAR UTILITIES SOLUTIONS
ration
rf 2,21 2dl7
ignature of Person executing the Agreement on behalf of Contractor)
Name: Steve Morris
Title: VP, Sales and Marketing
Local Address: 1 Antares Dr., Suite 400, Ottawa, ON K2E 6C4 Email Address: [email protected]
Telephone: 613-226-5511 extension2157
"CONTRACTOR"
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UTILITI ES SOLUTIONS
12 AGREEMENT FOR THE PERFORMANCE OF

SERVICES BY AND BETWEEN THE CITY OF

SANTA CLARA, CALIFORNIA, AND NORTHSTAR

UTILITIES SOLUTIONS

EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are more fully described in the Contractor's proposals entitled:

1. "Statement of Work, City of Santa Clara, Northstar Version 6.4 Upgrade" dated August 17, 2017, version 2.1; and

2. "Statement of Work, City of Santa Clara, Core Automation Suite Subscription" dated August 17, 2017, version 2.1.
13 NORTHISTAR'"
UT!LITlES SOLUTIONS
Statement of Work
City of Santa Clara
Northstar Version 6.4 Upgrade
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NORTH(STAR™

UTILITIES SOLUTIONS
Prepared for:

City of Santa Clara, CA
August 17, 2017
Version 2.1
SOW VALID UNTIL: November 17, 2017
1 Revision Control
Document Title: City of Santa Clara - Harris Northstar - Version 6.4 Upgrade SOW Author: Northstar Professional Services
File Reference: City Santa Clara - Harris Northstar - Version 6.4 Upgrade SOW.Docx 2016-08-17
2016-11-11 ML Whitehead
2017-01-24 ML Whitehead
2017-04-06 ML Whitehead
2017-05-02 ML Whitehead
2017-05-06 KV Cressman
2017-06-13 KV Cressman
2017-06-19 ML Whitehead
2017-06-28 KV Cressman
2017-08-08 L Faulkner
2017-08-17 L. Faulkner
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Addition of purge services, Utilization
Review & Core Automation Suite
Condense project timeline & increase onsite
Consulting time.

Removing MDM upgrade effort, adjusting AP
subscription terms & effort, reducing onsite time
& upgrade effort.

Revisions as per Santa Clara feedback
Revisions as per review with Santa Clara
Incorporate definition of success from City of Santa
Clara
Incorporate SC's comments regarding scope,
milestones and update technical items
Updates as per June 16th SOW review with SC Team
Updates from Santa Clara and inclusion of Santa Clara
's & C's
Inclusion of Santa Clara's Terms and Conditions
Change of Format. City Exhibit A and NS Sow moved
per Santa Clara's instruction. Milestone page
removed. Version# and dates updated.
2 1 NORTHSTAR INTRODUCTION
The City of Santa Clara, here after referred to as "Santa Clara", requires an upgrade of their billing system from Northstar version 6.3.1 to Northstar version 6.4. Northstar 6.3.1 and Northstar 6.4 share the same core business logic and leverage the years of investment both Santa Clara and Northstar have made in your current CIS/billing system.

The purpose of this document is to provide information on the features and value of Northstar 6.4, along with the level of effort associated with the upgrade, for those customers upgrading from Northstar 6.3.1.

1.1 Objective
This Statement of Work {SOW) defines the work to be performed by Northstar, an unincorporated division of N. Harris Computer Corporation, for Santa Clara CIS Northstar 6.3.1 to Northstar 6.4 upgrade, and concurrently upgrading CustomerConnect to Maintenance Release 5.1 in addition to implementing the Northstar Core Automation Suite.

This SOW includes a high level timeline, fees, and other terms and conditions specific to the services requested by Santa Clara. Any additional requests for services that are not defined within this SOW will result in change orders with applicable fees.
3 NORTHISTAR"'

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2 SERVICE DESCRIPTION

2.1 Project Approach
A Northstar Project Manager (PM) will be the primary point of contact for Santa Clara on the Northstar project. The PM has the overall accountability to successfully deliver the services required for a successful implementation within agreed upon timeframe and budget. The project team will directly report to the PM and the PM will have the authority and support to manage the Northstar project team in the best interest of the project. The PM is also accountable for the following high-level project activities:
• Interface with Santa Clara assigned PM.
• Conduct regular internal project meetings to ensure that all aspects of the project are understood by the team and that progress and risks are properly reported. • Conduct regular project meetings with Santa Clara.
• Review of project status, schedule, risks, resources as well as any other issues that may affect the success the project.

The Northstar Implementation Methodology that will be leveraged for this engagement consists of 2 main areas: Project Management and Upgrade Management where each has associated (where applicable):
• Processes/ Checklists/ Matrices that define how to operate; • Deliverables that are formal outputs that require City of Santa Clara sign-off; • Work Products that are outputs produced as part of the work required to achieve the desired engagement goals; and
• Tools/ Assets that are leveraged to produce defined outputs.

The Project Management area defines how Engagements are managed. It includes:
• Communication/Status Management aimed at establishing internal and external communications as well as monitoring and communicating engagement status and effort spent; • Escalation Matrix:

Level 1:

Northstar Project Manager TBD
Level 2:

Vice President, Professional Services Brad Robeson [email protected] 888 847 7747 ext. 2171
Level 3:

Executive Vice President, Northstar
Patrick Shaughnessy
[email protected] 888 847 7747 ext. 2151 NORTHISTAR™

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4 • Relationship Management aimed at measuring the pulse of Customers and partners; • Work Management aimed at capturing and monitoring effort, cost and work to be performed; • Scope Management aimed at defining and controlling project scope; • Risk Management aimed at planning, mitigating, tracking and monitoring risks; • Deliverable/ Acceptance Management aimed at ensuring that expected deliverables are delivered and accepted; and
• Financial/Contract Management aimed at monitoring project financial health.

Northstar proposes two (2) site visits by the Northstar Project Manager throughout the Northstar 6.4 upgrade/ Automation Platform Core Suites implementation project. The first site visit will be at Project Kick Off. The second site visit will be at Go LIVE Rehearsal. 5 NORTHISTAR"'
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3 AREAS WITHIN SCOPE

3.1 Utilization Review
The objective of the Utilization Review is to assess the City's current business processes, custom modifications and interfaces developed for the City, and identify areas where process change, reporting, automation, new add-ons or integrations could be implemented to maximize both software and resource utilization. This session will involve power users and/or managers working through the identified processes and documenting opportunities for improvement.

During a 5 day onsite review the Northstar Business Consultant will work with Subject Matter Experts (SME) from each functional area reviewing current resourcing, responsibilities and business processes. Each will be documented and discussed in detail to allow for further evaluation and efficiency improvement recommendation. Efficiency recommendations may come in the form of process improvement, automation, configuration, report development, integration or application development or task reallocation between functional areas.

3.1.1 Utilization Review Documentation
The Northstar Business Consultant will document discussions held during the 5 day onsite session. Upon completion of the onsite the Business Consultant will prepare a Utilization Review document detailing recommended process improvements and potential automation opportunities. Recommendations are fully documented under each functional area, and an Executive Summary is provided which serves to identify the items which will have the greatest value for the City. Results and recommendations of the Utilization Review will be provided to the City in a timely manner as mutually agreed upon during the Utilization Review. Harris will not unreasonably delay providing those results.

3.1.2 Utilization Review Follow Up
Upon delivery of the Utilization Review document the Northstar Business Consultant will conduct a follow up discussion to review the document and recommended changes with the City. The Consultant will assist in determining what changes the City will implement and discuss all timelines around such implementation.

Northstar will provide estimates for any associated implementation services such as; additional training, additional automation programming, modification and integration development, report development and configuration assistance.

Recommended business process changes will not be implemented as part of this statement of work. If Santa Clara chooses to move forward with implementing any of the recommendations, a change order will be issued to assess the increase in effort, scope, duration, schedule impact, and pricing, as applicable.

3.2 Data Purging
6 NORTHISTAR'"

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Santa Clara will proceed with purging data on their Northstar 6.3.1 SQL database in preparation for their upgrade to Northstar 6.4.

3.2.1 Purge Process
• Install the standard purge scripts Northstar has developed for SQL Server. • Run the purge scripts against the Northstar TEST instance Provide Santa Clara with pre and post purge reports for validation purposes.
• Provide testing support during Customer validation of data purge. • Upon Customer approval run the purge scripts against Northstar production. • Create User documentation to allow Santa Clara to execute the purge process on an as needed basis.

3.2.2 User Acceptance Testing
• Upon completion of the initial purge processes in Northstar TEST, Santa Clara will have 30 business days for acceptance testing, during which time issues reported within the 30 days will be resolved at no charge provided they are part of the original scope of work. At that time the purge processes will be executed in the production environment on agreement from Santa Clara. Northstar will not unreasonably delay testing. Northstar and the City will review any time lost and mutually agree to a resolution. If the testing period extends past 30 business days, there will be an additional charge to execute the purge scripts in production unless a prior arrangement or extension has been agreed upon.

3.2.3 Engagement Completion Criteria
• The purge implementation is deemed completed and accepted if the following criteria is met:
o The purge processes are completed within the production environment upon Santa Clara's approval.
o 30 business days have elapsed from completion of the purge process in Santa Clara's LIVE environment.
o There are no mutually agreed upon outstanding critical issues. o 9.2 See Appendix B for details (Page 29)

3.3 Northstar 6.4 Upgrade
• All upgrade activities to be performed remotely, unless otherwise requested.

The scope of this statement of work is to upgrade Santa Clara's CIS Northstar 6.3.1 to Northstar 6.4.

Current integration/interfaces points that will be ported to the Northstar 6.4 environment are:
• Itron Meter Reading System
• PeopleSoft FHRMS Financial System
• lnfosend Bill Print
7 NO RTHISTAR'"
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• Shoretel ECC Customer Contact Center
• Siemens MOMS
• Bank of America - Home Banking
• Northstar eCARe Web Portal
• Northstar Executive Information System
• Northstar mCARe Paperless
• Bank Up Remittance Processing
• My Utilities Account or Harris Northstar Customer Connect suite. • Northstar Reports Anywhere
• Metaviewer
• Meter Exchange
• PAP (BOA)
• ACC
• Cybersource
• Net Metering & Net Metering Phase 2 including credit control. • Cybersecurity updates
• Summary Billing (if in place).

Hardware:

Epson 6000 Ill & IV printers.

PCI Compliance:

Screen Audit and Form Audit screens within Northstar 6.4 do not, at any point, store or display sensitive data; ex: credit card numbers in clear text as it did in version 6.3.1.

CustomerConnect MR 5.1 Update:

Santa Clara's CustomerConnect will be updated to CC MRS.1 as part of the Northstar 6.4 upgrade project.

Testing of the maintenance release will be incorporated into the upgrade test plan and Go LIVE cut over activities. See Appendix B below for list of Santa Clara enhancements ported to MRS.1.

3.3.1 Northstar 6.4 Upgrade & CustomerConnect MRS.1 Update Preparation o Perform a review of Santa Clara's custom modifications and integration to ensure all applicable code has been merged into Northstar 6.4.
o Work with Santa Clara to develop a site-specific test scripts for User and System Acceptance testing. o Upon completion of the Northstar 6.4 installation and CustomerConnect update perform internal validation testing on the new instance to ensure it is ready for training and testing. Northstar be 8 NORTHISTAR"'

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testing core functionality. Santa Clara-specific processes will be tested as part of the System and User Acceptance testing phases.

3.3.2 Northstar 6.4 Installation & Add Ons Migration
o Prior to creating the Northstar 6.4 TEST environment Northstar will provide a detailed installation checklist; configuration changes, tasks needed to be done, processes to be run, patches to be applied, etc.
o Install Northstar 6.4 application and database on new TEST server(s). o Upgrade Northstar database from 6.3.1 to 6.4 (will be on new 2012 DB server) o Migrate, eCARe, mCARe, Meter Exchange, EIS and Reports Anywhere to TEST new server(s) and redirect to the Northstar 6.4 TEST instance.
o Install Northstar Navs and configure access to the Northstar Add Ons TEST servers where applicable.
o Update CustomerConnect TEST to MRS.1 and point to Northstar 6.4 TEST o Deploy Core Suite workflow templates to Santa Clara's Northstar TEST environment. o Provide a detailed checklist of all steps to deployment. o Review the AP Workflow Implementation Checklist with the Santa Clara Team. o Santa Clara will have two weeks to review and revise the Implementation Checklist as required. o Configure each automated process based on Santa Clara's Implementation Checklist.

3.3.3 Northstar Payeezy Integration
• Northstar will develop an integration with Bank of America Payeezy software that will allow all credit card encrypted numbers to be tokenized. This will then be used in the Northstar PAP File Create process which will result in the file being created with no credit card numbers in clear text • Northstar will obtain tokens from Payeezy to map to existing pre-authorized accounts within the Northstar database.

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9 • Northstar will utilize the Payeezy API to automatically obtain tokens through new pre-authorized registration from within Northstar or CustomerConnect.
• Northstar will modify the PAP File Create process to create the file with tokens instead of credit card numbers.
• Process documentation to be provided as a project deliverable.

3.3.4 Northstar 6.4 Training Provided
Northstar Product Orientation Session:

The Product Orientation session is held, via Web Ex sessions, with the Core user group as the first stage of the setup portion of the upgrade implementation project. The objective of the orientation session is to introduce the users that have been working on the Northstar 6.3.1 software to the new version of the product, Northstar 6.4. There will be time spent on initiation to the navigation of the application, as well as reviewing the business processes specific to the City.

End User Training:

Santa Clara is using a train the trainer approach for the Northstar 6.4 upgrade. As such, Santa Clara's Subject Matter Experts are expected to provide any End User training on the product as required.

3.3.5 Northstar 6.4 & CustomerConnect System Acceptance Testing {SAT) o Northstar will work with Santa Clara to develop a site-specific upgrade test script for System Acceptance testing. Upon completion of testing Santa Clara will submit a signed copy of the SAT script confirming all areas of Northstar 6.4 and CustomerConnect MRS.1 have been successfully reviewed as a prerequisite for Northstar to schedule the User Acceptance testing activities. o The following criteria will be used to evaluate whether the upgrade has been successful.

1. A check of row counts and balances will be done for example a count of rows in each table in the source and target can be compared considering any expected differences. Certain reports can be run in each environment to help ensure all records have been migrated.

2. Basic testing of the environment performed by the City's SM E's to check all major functionality
a. Can we see expected data in the screens of each module b. Run major programs/ reports in each module

3. Check customizations are in place

4. Check all interfaces/integrations

5. Review all key values
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10 6. The refresh was done according to checklist without any major deviations. o This testing is not intended to be major system testing, but quick verification to make sure all major components are in place.
o Review the findings after the verification and if there are major issues with the refresh - critical components not included in the checklist make the decision to run the refresh again. This should not be counted as an additional refresh. A Northstar Application Consultant will provide one week of onsite assistance during System Acceptance testing. Santa Clara will have four weeks to complete the initial round of System Acceptance Testing. Northstar will have two weeks of remediation for all priority 1 issues. Santa Clara will then have two weeks of remediation testing prior to scheduling User Acceptance testing and End User training activities. Note that any delays caused by Northstar will not be included in the 6 week SAT testing window.
o There should be no outstanding critical issues, as mutually agreed upon, upon complete of SAT. o For Automation Platform provide System Acceptance testing support up to a maximum of 14 hours.

If Santa Clara needs to extend the testing efforts, Northstar will provide a change order for the extended testing services. Note that any delays caused by Northstar will not be included in the UA T testing window . .i..
o Workflows will be provided for testing in an iterative manner, as configuration is completed. Santa Clara will have 2 business days, per workflow, to complete testing. o Once all SAT has been completed Northstar will have 10 days to execute any configuration changes required.
o If a project delay is encountered due to external factors outside of NorthStar's control, and System Acceptance Testing needs to extend beyond the initial four week and subsequent two week windows for SAT remediation testing Northstar and Santa Clara will analyze the results of this external factor on the project timeline to determine if there is a need for a change request to reflect a substantial change to the project plan, budget, or timeline.

3.3. 6 Northstar 6.4 & CustomerConnect User Acceptance Testing (UAT) o Northstar will work with Santa Clara to develop a site-specific upgrade test script for User Acceptance testing. Upon completion of testing Santa Clara will submit a signed copy of the UAT script confirming all areas of Northstar 6.4 and CustomerConnect MRS.1 have been successfully reviewed as a prerequisite for scheduling Go Live activities. 11 NORTHISTAR'"

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o A Northstar Application Consultant will provide 1 week of onsite assistance during User Acceptance testing Santa Clara will have four weeks to complete the initial round of User Acceptance Testing.

Northstar will have two weeks of remediation for all priority 1 issues. Santa Clara will then have two weeks of remediation testing prior to scheduling End User Training and Go LIVE. Note that any delays caused by Northstar will not be included in the 6 week UA T testing window. o Upon completion of User Acceptance testing of all applicable workflows Northstar will redeploy all workflows to Northstar To Be Live environment.
o For Automation Platform, provide a detailed checklist of all steps to deployment. o Upon completion of User Acceptance testing of all applicable workflows Northstar will redeploy all workflows to Northstar To Be Live environment.
o Export configured rules from Northstar TEST and import to Northstar To Be Live environment. o Perform internal sanity testing on deployment and configuration from Northstar TEST to To Be Live environment.
o Santa Clara will have 2 days, per workflow, to complete User Acceptance testing. o If a project delay is encountered due to external factors outside of NorthStar's control, and User Acceptance Testing needs to extend beyond the initial four week and subsequent two week windows for UAT remediation testing Northstar and Santa Clara will analyze the results of this external factor on the project time line to determine if there is a need for a change request to reflect a substantial change to the project plan, budget, or timeline.

3.3. 7 Northstar 6.4 Data Refreshes
o Northstar will perform four successful data refreshes throughout the 6.4 upgrade and CustomerConnect update project:
o Initial data refresh will be included with the installation of Northstar 6.4 and update of CustomerConnect for SAT.
o Second data refresh will be performed upon completion of SAT, in preparation for UAT. o Third data refresh will be performed as part of the Go LIVE rehearsal and End User training. o Final data refresh will be performed upon Go LIVE cutover. Any requests for additional data refreshes will be considered at an additional cost/schedule impact to the project. o A detailed checklist will be created by Northstar and the City, to include all tasks needed to accomplish the data refresh/database upgrade. This checklist will be monitored for errors and 12 NORTHISTAR"'
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updated by Northstar as required. Criteria will be developed for what is a successful data refresh (i.e. no errors when accessing the system, all components work successfully, all customizations in place.

3.3.8 Northstar 6.4 Go LIVE Rehearsal
o Produce a full checklist of all activities to upgrade Northstar and update CustomerConnect, with dependencies and training.
o Install Northstar 6.4 application on To Be LIVE environment. o Upgrade database from 6.3.1 to 6.4.
o Migrate, eCARe, mCARe, Meter Exchange, EIS and Reports Anywhere to new To Be Live server(s) and redirect to the Northstar 6.4 To Be LIVE instance.
o Refresh CustomerConnect TEST from production and walk through checklist to update to MRS.1. o Provide a detailed checklist of all steps to deployment of AP workflows. o Upon completion of System Acceptance testing deploy Core Suite workflow templates to Santa Clara's Northstar To Be LIVE environment environment.
o Export configured rules from Northstar TEST and import to Northstar To Be LIVE environment. o Perform internal sanity testing on deployment and configuration from Northstar TEST to To Be LIVE instance.

3.3.9 Northstar 6.4 & CustomerConnect Go LIVE Cut Over
o Produce an updated full checklist of all activities with dependencies and expected things o Upgrade Production database from 6.3.1 to 6.4.
o Update CustomerConnect production to MRS.1 and redirect to Northstar 6.4 LIVE.

3.3.10 Northstar 6.4 & CustomerConnect Post LIVE
o Provide dedicated post LIVE support for forty five business days prior to transition back to Northstar Support Services.
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o Refresh Northstar TEST database from Production.
o Create Northstar 6.4 DEV environment.
o Install Northstar 6.4 application on DEV environment. o Install Northstar Navs and configure access to the Northstar Add Ons DEV servers where applicable.
o Upon creation of 6.4 DEV environment redeploy all workflows from Northstar TEST environment.
o Perform internal sanity testing on deployment and configuration from Northstar TEST to Northstar DEV.
o Migrate, eCARe, mCARe, Meter Exchange, EIS and Reports Anywhere to new DEV server(s) and redirect to the Northstar 6.4 DEV instance.
o Update CustomerConnect DEV to MRS.1 and redirect to Northstar 6.4 DEV.

3.3.11 Santa Clara Responsibilities
Following are the key responsibilities of Santa Clara under this agreement:

1. Manage the project overall.

2. Ensuring Northstar has direct, dedicated remote technical connection capabilities with administration access to any non-production server that the Northstar applications reside on for the duration of the upgrade project.

3. Santa Clara cannot allow access to the working production system during business hours except to view and even then by arrangement. Changes to the production environment will go through change control.

Northstar will abide by the City's change processes.

4. Ensuring that underlying infrastructure for Northstar 6.4 is acquired and installed by the required time per agreed upon project plan (Note: Minimum specifications for servers and workstations should be discussed and agreed upon at commencement of project).

5. Installing server(s) with appropriate network connectivity.

6. Installing operating system and partitioning disk space.

7. Installing database software.

8. Installing Northstar 6.3.1 database for all 4 data refreshes.

9. Creating users at the operating system level.

10. Configuring peripheral devices (printers, scanners, cash drawers, etc.).

11. Installing VPN connection.

12. Configuring back up and maintenance routines for new database.

13. Installing Java 8 on Client workstations.
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14. Testing hardware components and environment.

15. Securing of the communication between Northstar and the Payeezy API; Payeezy and Santa Clara will chose a security methodology conbsistent with their requirements and policies. It is understood that they require security that is in line with TLS 1.2. Northstar will be calling their API and it is the Santa Clara's responsibility to advise Northstar how to connect securely.

16. Conducting upgrade testing, including integration and interface testing.

17. Conducting User Acceptance testing.

18. Conducting with End User Training.

19. Leading Go LIVE activities

3.3.12 Engagement Completion Criteria
Northstar 6.4 Upgrade & Customer Connect Update
The Upgrade Engagement is deemed completed once upgraded application has been deployed to the live environment for forty five business days and that any Priority 1 items raised during that period have been resolved. Northstar has the exclusive right to classify call types according the definitions below.

Priority 1- Urgent or High Priority • System Down {Software Application, Hardware, Operating System, Database)
• Impacts Critical Business Function without a workaround • Performance issues of severe nature impacting critical processes.

Priority 2- Medium Priority • System errors that have workarounds • Impact to business function is not critical:
• Performance issues not impacting critical processes
• Usability issues
• Workstation connectivity issues {Workstation specific) • Minimal or no impact to critical business function
Priority 3 - Low Priority • Report formatting issues
• Training questions, how to, or implementing new processes • Aesthetic issues
• Issues with workarounds for large majority of accounts • Recommendations for enhancements on system changes
• Questions on documentation

3.4 Areas Out of Scope
Anything in this section and not listed in the above "Areas within Scope" is considered out of scope for this SOW. Specific items that are currently out of scope of this engagement include:
• Business Process Review_.1..
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• Additional User training if required above End-User training. • Post Live Northstar Refresher training if deemed required following Go LIVE. • Migrating automated scheduled tasks - scripts generated by City of Santa Clara • Automation Platform User training on the Northstar workflow editor • Customized rules or workflows
• Rules development of workflow bundles not considered within the Core Automation Suite 16 NORTHISTAR'"

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4 ESTIMATED TIMELINE
The estimated duration of this engagement is approximately five months. The assumption is that the Purge project, Utilization Review project, Northstar 6.4 Upgrade project and Core Automation Suite project will kick off simultaneously. In order to accommodate this approach Santa Clara will assign Project Leads for each engagement, and each Lead will have experience in the day-to-day operations and will work closely with the Northstar Consultants to resolve issues as required. Adherence to the project plan and timeline is critical.

Northstar will prepare a formal project plan and time line upon acceptance of this statement of work. Santa Clara will review, provide comments on, and provide Northstar with approval of the project plan and time line.

See Appendix B below for sample Implementation Project Plan.

There are a number of factors to be considered that will have an associated un-planned increase in effort and will therefore impact the project schedule. These factors are typically not determined until project kick-off and will be a key input into the final Go LIVE date and may result in additional cost. Northstar will notify Santa Clara of any increase in effort and will provide Santa Clara with a Change Order according to section 5 Change Management Process. These factors include:
■ Data:
• Data clean-up (if required) by Santa Clara.
• Amount of data - consideration needs to be given to the amount of historical data required and how long it will take to obtain the data.
■ Peripherals:
• An increase or replacement of equipment with the upgrade (i.e. cash drawer). 17 NORTHISTAR'"
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5 CHANGE MANAGEMENT PROCESS
Northstar will maintain the SOW with formal documentation denoting agreed upon changes. Santa Clara and Northstar may propose changes to this SOW addressing services falling outside the scope of services described in this SOW ("Change"). The Change Order form must be used for all change requests. Northstar shall have no obligation to commence work in connection with any change until the fee and schedule impact of the change is agreed upon in a written Change Order form signed by the designated representatives from both parties.

Upon identifying the need for a change, Northstar shall submit the change on our standard Change Order form describing the change, including the impact of the change on the schedule, fees and expenses.

Within 5 consecutive business days of receipt of the change order form, Santa Clara shall either indicate acceptance or rejection of the proposed change by signing the Change Order form or any other period of time mutually agreed to by the parties. If Northstar is advised not to perform the change, then Northstar shall proceed only with the original services. In the absence of Santa Clara acceptance or rejection of the Change Order, Northstar will not perform the proposed change.

With respect to any proposed changes to the Services defined by this Agreement that do not materially impact the scope of either party's work effort required under this Agreement, the parties will cooperate in good faith to execute Change Orders in respect thereof, and will not unreasonably withhold approval of such proposed changes. If either party causes or requests a change that, in the reasonable opinion of the other party, materially impacts the scope of the parties' work effort required under this Agreement, such as, but not limited to, changes in the allocation of the resources of the Organization and of Harris applied to a task, changes in completion schedules for individual tasks or for overall implementation, and changes in staffing that require a party to provide additional work hours, the other party may propose a change to cover the additional work effort required of it. Approval of any such proposed changes will not be unreasonably withheld (it being acknowledged that any such material changes may require modifications to the consideration paid, and timelines governing, the Services), and any disputes regarding changes shall be handled initially by discussions between the parties which will be convened in good faith by the parties to resolve any such matters in dispute. Organization shall not be charged for any delays to the project schedule or changes in effort for delays that are attributable solely to the actions or inactions of Northstar. Where delays are caused by both parties, any additional costs shall be shared in proportion to each party's contribution to the cost of those delays. A sample change order is presented in Appendix "C" 18 NORTHISTAR"'

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6 FEES & PAYMENT SCHEDULE

6.1 Fees
Utilization Review, Data Purge, Automation Platform & Upgrade Services Description Estimated Hourly Rate
Effort (Hours\ Total
Project Management 270 $200 $54,000
Utilization Review Session 40 $200 $8,000
Utilization Review Documentation 32 $200 $6,400
Utilization Review Follow Up 8 $200 $1,600
Create Install Purge Scripts 2 $200 $400
Execute Purge Script (TEST) 6 $200 $1,200
Purge Validation Testing Support 7 $200 $1,400
Execute Purge Scripts (production)* 5 $300 $1,500
Upgrade Preparation 24 $200 $4,800
Northstar 6.4 Installation 40 $200
$8,000
Northstar Add Ons Installation 20 $200 $4,000
Payeezy Integration Development 96 $200 $19,200
Payeezy Integration Validation Testing 18 $200 $3,600
Northstar Internal Validation Testing 24 $200 $4,800
Northstar 6.4 Product Orientation Training 12 $200 $2,400 User Acceptance Testing Support {Onsite 140 $200
& Romnto} $28,000
System Acceptance Testing Support (Onsite & 100 $20,000 - ..-1 lc;JOO Go LIVE Rehearsal 40 $200 $8,000
Go LIVE Cut Over* 36 $300 $10,800
Upgrade Post LIVE Support 80 $200 $16,000
AP Core Suite Implementation 75 $200 $15,000
15% Technology, Administration&
Communication Fee $10,955
Project Total 1075 $230,055
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*As this work must be performed over a weekend an after-hours premium applies to this service

6.2 Payment Schedule
Any mutually agreed upon change controls will be billed at $200/hour when incurred. An additional amount equal of 5% of the total fees billed has been included in the fee charged to cover technology, communication and administrative costs. Price excludes any applicable taxes.

The Northstar fees for the scope of services described in this Statement of Work, including the 5% technology, communication and administrative fee, is $230,055 USD based on fixed price plus any travel and logistics (T&L) which may be required.

Milestones & Payment Schedule

1. Contract signing - 35%, $80,519.25

2. Base solution installed within Santa Clara's non-production environment, 15%, $34,508.25

3. Completion of purge process within production environment, 10%, $23,005.50

4. User Acceptance Testing sign off received, 15%, $34,508.25

5. Northstar 6.4 Go LIVE cut over, 15%, $34,508.25

6. Upgrade Project Acceptance (45 days post go live), 10%, $23,005.50

7. This is expressly subject to section 34 of the Agreement entitled "Retention." Invoices are payable upon receipt.

Quote is valid for 60 days from date of delivery. After 60 days the quote will be considered expired and would need to be reassessed and re-quoted if still required.

6.3 Travel & Living Expenses
The above mentioned fees do not include any travel and per diem expenses incurred for on-site visits required for this engagement. Northstar will adhere to the City's travel policies. All travel to be approved prior to booking. Northstar estimates five site visits during this implementation:
• Project Kick Off with Northstar PM (5 days), as per section 3.1 Project Approach • Utilization Review Session with Application Consultant (5 days), as per section 3.2. Areas Within Scope
• Northstar 6.4 Upgrade User Acceptance Testing with Application Consultant (5 days), as per section

3.2. Areas Within Scope
• Northstar 6.4 System Acceptance Testing with Application Consultant (5 days), as per section 3.2.

Areas Within Scope
• Go LIVE Rehearsal with Northstar PM (5 days), as per section 3.1 Project Approach 20 NORTHISTAR'"

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7 TERMINATION
Unless Northstar and/or the City of Santa Clara exercises its right to terminate this SOW due to material breach or default, Northstar must provide, and Santa Clara must purchase, services from Northstar for the items defined within this SOW.

If Santa Clara and/or Northstar exercises its right to terminate this SOW due to material breach or default, or Santa Clara and/or Northstar terminates this SOW without cause, Santa Clara's obligation includes the following:

1. Provide notice of 10 business days for termination without cause;

2. Return the software to Northstar and certify, under the hand of a duly authorized officer of the Organization, that all copies of the software or any part thereof, in any form, within the possession or control of the Organization have been returned to Northstar. (if applicable)

3. Complete payment for services performed and expenses incurred prior to termination including:
a. Any amounts previously invoiced but unpaid;
b. Fees for services performed through the termination date which has not been invoiced; and
c. Any approved travel and living costs.

NorthStar's obligation includes the following:

1. Provide notice of 10 business days for termination without cause;

2. Refund to Santa Clara any fees that have not been earned under this SOW through the termination date.

Under no circumstances shall Northstar be liable for any special, indirect, consequential, punitive or incidental damages of any kind and shall not be liable for loss of profits, works stoppage, system failure or malfunction, loss of data or any other damages or losses in connection with this statement of work, even if Northstar has been advised of the possibility of such damages. In any event, Northstar shall not be liable to pay any amount, in the aggregate, that is greater than the fees received by Northstar under this statement of work.
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8 PROJECT ASSUMPTIONS
The services, fees and delivery schedule for this engagement are based upon the following assumptions:

8.1 General Assumptions:
• Any items not explicitly identified within this document are considered out of scope. Any changes to those responsibilities and/or deliverables will be considered a change in scope for the engagement. Any proposed change to the engagement scope must be put into written format and be submitted to Northstar during this engagement for review and consideration. • This engagement currently has, and will continue to have, the support of senior Santa Clara management and will be assigned sufficient priority with respect to other projects to ensure its success.
• Santa Clara will assign a Lead to act as an internal resource and guide throughout this engagement. • Santa Clara will secure the appropriate staff in a timely fashion in order to discuss or review the various materials produced when required. It is expected that the individuals involved will have experience in Santa Clara's day-to-day operations and will work closely with the Northstar Consultants to resolve issues as required. The main purpose of this interaction is to provide a quick and consistent response to procedural issues.
• Santa Clara will provide access and support from the IT group and any other stakeholder, as deemed necessary by Northstar throughout this engagement.
• Santa Clara agrees to facilitate any required corporate logistics for the fulfillment of this agreement. • Santa Clara will provide the appropriate remote access to its network, facilities, and systems as may be required to perform activities from one of NorthStar's locations. Northstar shall abide by all rules and directions of Santa Clara when accessing the Santa Clara's network, facilities or systems. • Santa Clara to ensure the appropriate staff are available to work with the Northstar resources while onsite for the Utilization Review. It is expected that the individuals identified will have experience in the day-to-day operations and will work closely with the Consultants to resolve issues, requests or questions as required.
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• Northstar will not change staffing without consulting Santa Clara. • Should Santa Clara have concerns with regards to any of the Northstar resources assigned to their engagement they will advise the Northstar VP of Professional Services, who will work with them to mutually resolve staffing concerns
• Santa Clara can request key Northstar resources to be assigned to their engagement and Northstar will take these requests into consideration when resourcing the Santa Clara project. • Santa Clara will provide a training room complete with workstations for their staff for the Northstar onsite activity. This is to allow the Northstar Consultant and Santa Clara Team members to focus on the implementation activity without any external interruptions. • All documentation provided by Santa Clara shall be up-to-date and accurate or if that is not the case, advise Northstar as such.
• All hardware, software, and network components supplied by Santa Clara are working properly and are free of defects and will meet minimum hardware standards provided during the engagement.
• All third-party software and hardware products are assumed to perform correctly in Santa Clara's environment, in accordance with the appropriate third-party vendor's specifications. • To minimize project costs, majority of project work will be performed at one of the NorthStar's locations. Northstar will determine the project activities requiring performance onsite. • Price does not include Santa Clara approved travel and living expenses that may be required as part of the delivery of the engagement. (i.e. air fare, car rental, gas, per diem and hotel) Northstar will work with Santa Clara to identify most cost effective accommodations for Santa Clara's onsite activities that are mutually agreed upon.
• Any new Northstar add-ons currently not within the North Star 6.3.1 environment will be considered at an additional cost and effort.

8.2 Purging Assumptions:
• Northstar 6.3.1 LIVE, TEST & DEV 6.3.1 applications have identical code base and configurations. • The Purge process for the LIVE instance will need to be run over a weekend to ensure there is no impact on in the production environment.
• Santa Clara will not perform any data refreshes of the Northstar TEST system during the Purge validation testing phase. Should a data refresh be required there will be an additional charge for Northstar to execute the purge scripts.

8.3 Northstar 6.4 Upgrade Project Assumptions
• Northstar LIVE, TEST & DEV instances are at the same release level. Northstar MDM will require a code merge of the applicable MDM programs to the Northstar 6.4 base code. ~DM specific work, such as the code merge mentioned above, will be funded by the City's MDM project. The City agrees to pay for the code merge effort as part of their M DM project. MDM activity will not be part of the Northstar 6.4 upgrade project, but will be scoped separately at a later date. 23 NORTHISTAR'"

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• Santa Clara data provided will be complete and clean. It is the responsibility of Santa Clara to clean data if deemed required due to the identification of inaccurate entries. However if there are issues in the 6.3.1 software that have allowed invalid data to be entered into system unknowingly to Santa Clara - Northstar will address these issues.
• All data refreshes will be performed during regular business hours, 8:00 a.m.-5:00 p.m. PST, with the exception of Live cut-over which will be performed over a weekend • For the Payeezy integration development Northstar Northstar will have access to a functioning Payeezy API accessible from the Northstar Development environment. • Santa Clara has no special print handling requirements; ex: paper source, special commands, etc.

8.4 Northstar Core Automation Suite Project Assumptions • The Core Automation suite consists of 19 workflows. Northstar will configure up to a maximum of 30 business processes using the core 19, should multiple iterations of a workflow be required. If additional instances of a workflow are requested or required a change order will be provided by Northstar.
• Northstar Core Suite deployment, configuration and testing services will be completed remotely.

Northstar will make sure the version of 6.4 they install is appropriate for this complete SOW. As they are being developed simultaneously.
• Santa Clara resources will be available as required. It is expected that the individuals identified will have experience in the day-to-day operations and will work closely with the technical consultant to resolve implementation issues and answer checklist questions as required. The main purpose for this interaction is to provide a quick and consistent response to issues so that the technical consultant is not required to contact a large number of users. Any delays in the project due to Santa Clara's resource availability will be subject to a CO.
• Santa Clara's staff will perform acceptance testing as per the time lines provided in the project plan. • If a project delay is encountered due to external factors outside of NorthStar's control, Northstar and Santa Clara will analyze the results of this external factor on the project timeline to determine if there is a need for a Change Request to reflect a substantial change to the project plan, budget, or timeline.
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9 APPENDIX A- NORTHSTAR 6.4-TVPICAL HARDWARE

RECOMMENDATIONS
l~~~i mal Hard war '""e''""'"'"""'''''""""",''""'""'' ,,,,,,,,,,,,,,,,,,,,,,,,, ; e:~i~al' s:~~ware "Northstar CIS 6.4 Application & Database Northstar CIS 6.4 Application & Database Server Server
• Quad Xeon Processor (required) • Windows 2012 64 Bit
• 2 x Quad Xeon Processor • Wildfly
(recommended) • Java 8.0
• 64GB Memory • SQL Server 2012
• 1000GB 15K (minimum)
• 1000GB 15K SSD or SSHD
(recommended)
' Northstar CIS Production Extension Server Northstar CIS Production Extension Server (Reports Anywhere, eDocs) • Windows 2012 Standard 64 bit • Dual Xeon Processor
• 16GB Memory
• 2 X 72GB 15K SAS Drives
,,
Northstar CIS Production Extension Server •
(CustomerConnect)
• Dual Xeon Processor
• 32GB Memory
• 500GB 15K SAS Drives
Northstar CIS 6.4 Client Computer Northstar CIS 6.4 Client Computer • Quad Core CPU (Intel Core2, AMO • Windows 10 (32 or 64) Phenom ... ) • Windows 7 (32 or 64)
• 40GB hard drive (orhigher) • JRE 6.0 or latest
• 4GB Memory (minimum) • Microsoft Office 365 or Pro Plus • 8GB Memory (recommended)
• Minimal resolution: 1360 x 786
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UTILlTlES SOLUTIONS
25 10 APPENDIX 8 - SANTA CLARA CUSTOMERCONNECT MODIFICATIONS Issue Type Key Summary
Enhancement CCS-2241 Add HSTS support
Enhancement CCS-2205 Create an audit trail of all emails sent out of CustomerConnect
Enhancement CCS-2186 Generate temporary passwords so Admin/Csr's can assist customers in resetting passwords
Enhancement CCS-2184 Replace 'X' as logoff
Enhancement CCS-2183 Credit card expiration should not be a calendar Enhancement CCS-2181 Pre-populate customer info in one-time payment Enhancement CCS-2144 Provide a viewable audit trail for one-time payments
Enhancement CCS-2095 Move in registration form note should be confiqurable
Enhancement CCS-2091 Ability to mask account number and occupant code and not print user ID in emails
Enhancement CCS-2015 Convert all text to uppercase when transferring to CIS
Enhancement CCS-2013 Information Viewable when Transferring Service Orders
Enhancement CCS-2009 Text on Create service order page should be configurable
Enhancement CCS-1962 Customer portal links customizable Enhancement CCS-1951 Registered Move in: should be able to create a move in that does not generate a move out
Enhancement CCS-1945 Hide bank name label
Enhancement CCS-1941 Refine the look of the external move-in questionnaire form
Enhancement CCS-1940 Have the ability to change the link label for 'Click Me'
Enhancement CCS-1936 Search by email address in Search Service Orders in CustomerConnect returns no result
Enhancement CCS-1884 Payments made through Cybersource do not send email receipt
Enhancement CCS-1872 Add a custom note to explain the selected service order
Enhancement CCS-1871 Provide support for iPad and other mobile devices.

Enhancement CCS-1870 Notification alerts amount does not include a sum total from all services
Enhancement CCS-1868 Print from print analyzer
Enhancement CCS-1866 Allow for 'Payment Plan' tab name to be configurable
26 NORTHISTAR™

UTIUTIES SOLUTIONS
Enhancement CCS-1857 Review and adjust Login form to enhance usability Enhancement CCS-1856 Auto-tab when entering the phone number, in between sets of numbers
Enhancement CCS-1854 No reading history should show N/A instead of blank
Enhancement CCS-1853 When Northstar is not available, CustomerConnect should display a message
Enhancement CCS-1852 Filter by Date Range Calendar month drop down Enhancement CCS-1851 Payment plan disclaimer should be different after signup
Enhancement CCS-1849 Allow past due notices to also be displayed as one for all services
Enhancement CCS-1838 CC - Need ability to disable CC footer (since we already have a marketinq footer
Enhancement CCS-1805 Various Issues on the bill pay screen Enhancement CCS-1804 Pay My Bill Screen Issues
Enhancement CCS-1780 Various items for bill pay screen
Enhancement CCS-1757 creating a service order - have a mouseover text over the '+' sign as an indication to create service
order
Enhancement CCS-1622 CustomerConnect should pull Stat holidays from Holidays when choosing a service date
Enhancement CCS-1612 Make legacy user registration message confiqurable
Enhancement CCS-1534 Need to provide integration to Cybersource for credit card processinq
27 NORTHISTAR™

UTIUTIES SOLUTIONS
11 APPENDIX C- PURGE FOR SQL SERVER
Objective
The purpose of this document is to outline the steps for using the purge process developed for Northstar SQL Server environments.

The purge process has been grouped into like lists of tables. Billing history, for example groups the balance history, cashiering history and journal history tables. When running the purge users can select as many or as few groups as they wish. An additional benefit of running by groups is that it allows the option of selecting different dates to be used for different groups. For example, billing history can by purged for '2008-12-31' and reading history can be purged for '2007-01-01' Three stored procedures have been developed. They do not need to be run together and all three will operate separately. The first procedure is sp_PurgeData that will allow the user to select which table grouping they wish to purge, a destination database and a purge date, then delete those tables from the source database (depending on which database the procedure is running) .. The user will tell the program which table grouping should be purged. More detail is given below in the examples. The third procedure, sp_PurgeFinals, is to purge "finalled" accounts that have no balance and a zero balance on any deposits.

The five groupings are:

Billing History
pu_balance_hist
pu_balance_his_d
puusgbld
pu_defer_ard
pucrscore
pu_misc_bill
pujhaccd
pujhstat
pujhmtrd
pujhcrbd
pu_pay_arrangh
pu_pay_arrange
ichrecpt
ichtrand
ichmiscd
ichpaymd
ichappld
ichinvoice
Reading History
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UTJUTlES SOLUTIONS
28 pu_elec_hist
pu_ water _hist
pu_gas_hist
Call History
csrletrd
csr_acct-addr
csr _acct_info
csr _ contacts
csraccount
csraccount_pay
csracssah
csrcalld
csrcchgd
csrcglref
csrcmpld
csrcustr
csrhours
csrletrh
csrpypln
csrsched
csrstatd
Comment History
pu_pcb_comments
Alerts
tick_list
Audit Events History
audit_evnts
Purge Process
The purge process has been broken out by module and allows the user to control which sets of tables are purged.

Arguments:

1. Database name

2. Table grouping, the names of the groups are as follows:
call hist
billing_hist
reading_hist
comment_hist
audit_events
ticklers
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UTIUTIES SOLUTIONS
29 3. Purge date
MM1croso[t SQL Server Management Studio l!ll!J 13
Eile !;;cit ~w Query e,oject Ioo!s ~ndow hommunlty tlelp .J.MewQuery L~1 CT; tr; W: L~· ,_J j_f i,iJ. 1ml 1' 2:) Ll ~1 .~4~~ I ·N □ v~:~~:::,~:~P~;.~~?1~~1·•·\~~:.M~~~~3;~J.~1~ o~;,t~;:o!t!', ~··~~.·-· · ; C~mect• Ji J1
H i J NOVA (SQL Server 9,0,4053 - H1,.,.
-i ......J Databases
·+1 -' System Databases
i+i Database Snapshots
EXECUTE sp PurgeData 'Nc:irtli.c.tr:11:: Live' ',__;,e1ll_hist' ':;007-01-01' I -
·+! addonreleases_NSADDO
,+: archive_ns
.+l bamboo
'+) ccwa
+1 cognos8_silverado
+1 j cognos83
i+i j ecaredev _DKINNEY ~~-~··_jl
!NOVA (9.0 SPJ) 1HAAAIS\ac10,; (73) · !n~1fiol•QA [00:0QOO jo '""' 1 1 ,..,...,.,.,.,') ~IA\/,.,
Ready Ln205 Coll ch 1
In the example above all tables in the call history group will be purged on the Northstar _Live database prior or equal to 2007-01-01. You don't need to be running the procedure from the database where you are purging, as long as it is on the same server you are currently connected to.

Purge Finalled Accounts
This stored procedure will delete all accounts, services and history from any accounts that meet ALL of the following criteria:

1. All services on the account are finalled

2. All services on the account have a zero balance

3. The account has a zero balance on deposits (if any)
For those accounts that pass the above tests the stored procedure will remove all history, deposit, payment plan, service and account information for that account, occupant combination.

This procedure should only be run after the above purge procedure has been run.

There is only one argument that needs to be passed in, the name of the database. f:i1e &,dt yiew Query (Joject Iools ~ ~Ofl'lfll(Jl'llt tle4> _,J_NewQuery Li, \'.fJ 'tXi W ~1; ,__; -ii' 'l~ oof 'I ;:,J LJ 2_.!. l · _J' r, -l.~ Li.( ilfchive_ns .. t ~ecute ✓ Z:J "¾" 'L.. ·.':~ i r' ... ·0; q t;J[J~ ·~ -~ ~--~~.!,_ ::::~;!:-~!-."·NO-YA.~;~hive:~::\sp~Fl~~,~~~qi• -oo .... A-.l'IOlthsta-,-:;QA:au<M:_ovnts i NOYA,northstar.:.y11geO~a.~ -! -NOVA,ar-chivo_-;;~.-;_archiv"e,sql• i obje<iExpkirerDetails i C9.noe<:t• ,;J ,,
,,... _j dbo.pu_bpcomp_det
1-: _j dbo.pu_bpcornp_goup
1- _J dbo.pu_bpcomp_hlst
·+· _J dbo.RoleGroups
+· _1 dbo.Roles
+ _J dbo.Schedu!e
+: _] dbo.Schedu!eHistory
+ _j dbo.Schedu!eltemSettlngs
+' _ l dbo.Seard.CommonWords
+'_jdbo.Se.,rd,Tndexer
'+ _j dbo.Searchitem
-+: _} dbo.SearchltemWord
+· _j dbo.SearchitemWordPosJ.:1on
-+, _] dbo.SearchWord
+! _J dbo.Stelog
·+ _Jdbo.Sl<ins
execuc.e sp_PurgeFinals ·:,;,Ju:.l,.citt.r_L1ve'
INS
-□
. )
+: _J dbo,SystemMessages
•..,_, 4 ,.;.," T,.l,,M,.,;,,i.,~
:~~~ ~-0 SP3) - iHARAIS\mctaet 179)

1.f
!~_ns :000000 ;o,~,
Ln193 Coll 0,1 INS
30 NORTHISTAR"'

UTIUTJES SOLUTIONS
12 APPENDIX D - SAMPLE CHANGE ORDER
ORGANIZATION NAME: CITY OF SANT A CLARA, CA
Vendor: Northstar Utilities Solutions; a Division of Harris Computer Systems Date:

Change Order Number: XX
Project Description: NorthStar Upgrade Project
Requested By: City of Santa Clara, CA Project Manager
Scope of Change Requested:
•
Assumptions and Other Requirements:
•
Reason for Change Request:
•
Start Date:

Cost Impact □ No Cost Impact
□ Cost Increase of
□ Cost Decrease of
Schedule Impact

QUOTATION & PAYMENT TERMS
XX % due on signing

NOTES AND ATTACHMENTS
A signature below will serve as authorization to proceed with this quotation. Please sign and return this by fax to: 613-482-4874.

Approval (signature and date):
31 NORTHISTAR"'

UTILITIES SOLUTIONS
City of Santa Clara Approval _____________________ _
City of Santa Clara Project Manager ___________________ _ Northstar Project Manager ______________________ _
Change is □ Approved □ Denied Date
32 NORTHISTAR™

UTIUTIES SOLUTIONS
Statement of Work
City of Santa Clara
Core Automation Suite Subscription
NORTHISTAR"'

UTILITIES SOLUTIONS
NORTHISTAR™

UTILITIES SOLUTIONS
Prepared for:

City of Santa Clara, CA
August 17, 2017
Version 2.1
SOW VALID UNTIL: November 17, 2017
33 Revision Control
Document Title: City of Santa Clara - Harris NorthStar - Core Automation Suite Subscription SOW Author: Northstar Professional Services
File Reference: City of Santa Clara - Harris Northstar - Core Automation Suite Subscription SOW.Docx Version 2016/02/09 Carrie Lawlor Version 1

1.0 Version 2016/06/13 Mary Lee Edits as per Santa Clara review

1.1 Whitehead
Version 2017/08/08 L Faulker Inclusion of Terms and Conditions

1.2 Version 2017-08-17 L. Faulkner Change of Format. City Exhibit A and NS Sow

2.1 moved per Santa Clara's instruction. Milestone
page removed. Version# and dates updated.

Page 34 ends

1 LICENSE-CORE AUTOMATION SUITE

1.1.1 Grant of Licenses
a. Subject to the terms and conditions herein, Northstar hereby grants to Santa Clara a Corporate, non exclusive, non-transferable and limited right and license to use the Software in object code format on the Northstar CIS computer system (the "License") in consideration for the payment of the License fees. All Releases installed by Santa Clara are subject to this License. This License and the other terms and conditions related to this License do not apply to Third Party Software. b. Santa Clara may duplicate Documentation, at no additional charge, for Santa Clara's permitted uses so long as all required proprietary markings are retained on all duplicated copies. c. As between Northstar and Santa Clara, Northstar reserves all rights, title and interest in and to the Software not expressly granted herein and the License specifically excludes all such reserved rights, title and interest.
d. Any Software furnished by Northstar in machine-readable form may be copied in whole or in part by Santa Clara for use on the Designated Computer System, access to which by Users can be from any computer terminal, whether internal to or external to Santa Clara's facility incorporating the Designated Computer System. To the extent that any temporary files associated with the Software are created during such use on terminals those temporary files are permitted under this License but only for such time that the temporary files are actually required. Santa Clara agrees that the original copy of all Software furnished by Northstar and all copies thereof made by Santa Clara are and at all times remain the sole property of Northstar.
e. Any License granted under this SOW permits Santa Clara to: (i) use the Software for its City billing and related purposes including, but not limited to, performing testing, disaster recovery, disaster testing, training, archival and backup as Santa Clara deems necessary, and (ii) use, copy and modify the Documentation for the purpose of creating and using training materials relating to the Software. Access to and use of the Software by independent contractors of Santa Clara shall be considered authorized use under this Section so long as any such independent contractors are bound by obligations of confidentiality and have been approved by Northstar in advance of the independent contractors' access to the Software.

Santa Clara shall be responsible for (i) all of the actions of and (ii) any misuse of the Software by any independent contractor.
f. Software is licensed for use by the current number of Northstar CIS users and on the current operations of Santa Clara. Any change in the number of users of Northstar CIS or a material increase in the Santa Clara's business, such as through acquisition of another City, would require additional licensing. g. Santa Clara may purchase additional Software Licenses at the time such Licenses become necessary at NorthStar's then current prices and terms.

Page 35 ends

1.1.2 Term of License
The Subscription license commences at completion of milestone 4, User Acceptance Testing sign off. The initial term of this SOW is 3 years and Santa Clara cannot terminate the subscription within the 3 year term. The Subscription may be renewed annually thereafter.

1.1.3 Restrictions on Use
a. Santa Clara shall not, and will not allow, direct or authorize (directly or indirectly) any other party to: (i) use the Software for any purpose other than in connection with Santa Clara's primary business or operations; (ii) disassemble, de-compile, reverse engineer, defeat license encryption mechanisms, or translate any part of the Software, or otherwise attempt to reconstruct or discover the source code of the Software except and only to the extent that applicable law expressly permits, despite this limitation; (iii) modify or create derivate works of the Software; (iv) rent, lease, lend, license, sell or use the Software for timesharing or bureau use or to publish or host the Software for others to use; or (v) take any actions that would cause the Software to become subject to any open source or quasi-open source license agreement. Santa Clara shall be wholly liable to Northstar for any misuse of the Software and these restrictions are absolute except as and only to the extent that this SOW may expressly permit Santa Clara to do otherwise
b. The Software and related materials supplied by Northstar are protected by copyright and trademark laws.

The Software is licensed and may not be resold by Santa Clara. Any rights not expressly granted herein are reserved. Santa Clara may not obscure, remove or otherwise alter any copyright, trademark or other proprietary notices from the Software and related materials supplied by Northstar.

1.1.4 Ownership of Software & Confidential Information
a. Santa Clara acknowledges that the Software contains proprietary information and Confidential Information of Northstar which shall, at all times, remain the property of Northstar. b. Santa Clara will take the same care to safeguard the Software as it takes to safeguard its own Confidential Information of a like nature and such care shall not be any less than would be taken by a reasonable person to safeguard its own confidential information.
c. In order to assist Northstar with the protection of its proprietary information and Confidential Information and to enable Northstar to ensure that Santa Clara is complying with its obligations, Santa Clara shall permit Northstar to visit during normal business hours any premises at which the Software is used or installed and shall provide Northstar with access to its Software. Northstar shall provide Santa Clara with reasonable notice of any such audit.

NORTHISTAR.

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1.1.5 Ownership & Disposition of Documents
b. All materials and documents which were developed or prepared by Northstar for general use and which are not the copyright of any other party or publicly available, including educational materials, the Software and any other computer applications, shall continue to be the property of Northstar. The parties agree that no materials or documents are being created for Santa Clara by Northstar under this SOW as of the effective date.

NORTHISTAR~

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2 CORE AUTOMATION SUITES WORKFLOW
GL Archive Workflow
• NorthStar's GL Archive workflow is designed to run the full GL Archive process from Load and File Create through to running the GL Report and Interface Posting Archive. The workflow can be scheduled to run at night, eliminating the need to coordinate running the Archive process with resources performing live activities. The integration file to the financial system is available automatically and users begin balancing activities immediately upon open of day. Users can spend more time analyzing GL transactions rather than waiting for them to process.

AP Archive Workflow
• NorthStar's AP Archive workflow is designed to run the full AP Archive process from Load and File Create through to running the AP Report and AP Archive. The workflow is scheduled to run at night, eliminating the need to coordinate running the Archive process with resources running Refund Journals during daily processing. The integration file to the Accounts Payable system is available automatically and Accounts Payable Clerks can begin processing customer refunds immediately at start of day.

Financial Reporting Bundle
• NorthStar's Financial Reporting Bundle includes the following Northstar reports:
• Trial Balance By Service/Trial Balance By Account
• Summary Trial Balance By Account
• Accounts Deposit Listing
• Customer Deposit Listing
• Aging Report
• A/R Aging Report By Service/AIR Aging Summary
• The reporting bundle is scheduled to run at night, eliminating the need to coordinate running financial reports and processes with resources performing live activities. Users begin balancing activities immediately upon open of day, freeing up several hours of time wasted waiting for the processes to run.

Users can spend more time analyzing Financial reports rather than waiting for them to process Meter Reading Workflow
• NorthStar's Meter Reading Automation workflow automatically runs the Reading Load based on a Customer's predefined reading requirements, as generally defined in NorthStar's Meter Reading Schedule.

The Import File Creation and Export file Translation are automatically processed, allowing the Automation Platform to generate the Meter Reading Verification report, saving the report for exceptions handling.

Scheduling meter readings in advance and allowing Northstar to load the meters and create the Import file(s) can increase reliability and decrease dependence on individuals. Files can be processed overnight so meter readers can begin reading their routes first thing in the morning. Once the reads have been completed, let the workflow bring the reads back into Northstar and have the verification reports ready and waiting at the earliest possible moment. No wasted time and issues resolved more quickly leads to more efficient billing!
Billing Workflow
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• NorthStar's Billing workflow automates the processing tasks associated with billing. This includes calculating the bills upon transferring to billing and generating the Verification Listing as well as completing the final steps of Journal Print and Post. Automating the various steps of a batch can result in less load on Northstar during business hours as well as more appropriate use of the Billing Department's time.

Calculation and verification listings can be completed automatically and be made available for review upon completion. Journal print and post can be sequenced to run prior to G/L automation to ensure that the day's activity is included in the correct G/L interface file. Automating these processes results in billers being able to concentrate on exceptions processing rather than waiting for processes to run.

Pre-Authorized Payment Workflow
• NorthStar's Pre-Authorized Payment Automation workflow automatically processes your pending Pre Authorized payments by transferring them to cash, printing and archiving your Cashiering Journal Print and posting payments to customer's accounts on the applicable payment date. Automating the processing of Pre-Authorized payments ensures payments are posted directly to customer's accounts on the due date without having to maintain external schedules or calendar reminders to manually post. The process can be scheduled to run at night so the payments are posted immediately at start of day. This reduces conflicts with Collection activities as well as the incidence of incorrectly applied interest charges or late fees, and the resulting reversals.

Lockbox Payment Workflow
• NorthStar's Lockbox Payment workflow automatically processes your Lockbox Import. The import is then followed by printing and archiving the Pre-Transfer Listing, transferring the payments to cash, printing and archiving the Cashiering Journal and Posting payments to customer's accounts. Automating the Lockbox process ensures payments are posted to accounts in a timely fashion. The process can be configured to run at night and throughout the day ensuring payments are posted prior to Credit Control loads running, reducing conflicts with Collection activities as well as the incidence of incorrectly applied interest charges or late fees, and the resulting reversals. Automating this process also frees up users to handle Lockbox Transfer exceptions and contact customers who may be using incorrect banking information on their payments.

Web Payment Workflow
• NorthStar's Web Payment workflow automatically processes your Web Payment Transfer to Cashiering.

The transfer is then followed by printing and archiving the Cashiering Journal and Posting payments to customer's accounts. Automating the Web Payment process ensures payments are posted to accounts in a timely fashion. The process can be configured to run at night ensuring payments are posted prior to Credit Control loads running, reducing conflicts with Collection activities as well as the incidence of incorrectly applied interest charges or late fees, and the resulting reversals. Automating this process also frees up users to concentrate on walk in customer traffic and handling exceptions such as misapplied payments.

Credit Control Workflow
NORTH!STAR"
NorthStar's Credit Control Automation workflow creates Credit Control batches and runs the Aging or Auto Load within Credit Control, loading delinquent accounts into the Credit Control Batch for exceptions and collections processing. By running the process at night, users are unaffected by the load and conflicts with payment processing are avoided. Credit resources can immediately begin exceptions and collections handling upon open of business day resulting in earlier Notice delivery and/or disconnections. Best of all,

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the Credit Department will be freed up to concentrate on Customer Service rather than monitoring the process.

Write Off Workflow
NorthStar's Write Off workflow includes the automation of the Write Off process. Creation of the Write Off batch, loading the accounts, creating and saving the journal and posting the transactions are all available with this workflow. The Write Off process can be configured to run at a predefined time such as at month end, and for various scenarios such as credit balances, small balances write off etc .. The Write Off workflow allows Utilities to define the required parameters and load the accounts with no manual intervention required. The remaining tasks, the Journal Print and Post processes are also included in this workflow. By automating the Write Off process users spend less time completing this manual process and can be more proactive in their collection efforts to minimize bad receivables moving forward.

Reverse Write Off Workflow
NorthStar's Reverse Write Off workflow includes the automation of the Reverse Write Off process.

Creation of the Reverse Write Off batch, loading the accounts, creating and saving the journal and posting the transactions are all available with this workflow. By configuring the Reverse Write Off workflow to automatically run on a predefined schedule you eliminate the need to track and communicate bad debt payments manually. Payments through Lockbox or the Web are identified for reversal automatically with no manual intervention. Automate your write off reversals to ensure you are recovering your bad debt expense in a timely fashion.

Balance Transfer Workflow
NorthStar's Balance Transfer Workflow creates Balance Transfer batches, loading accounts using the Filtered Method. The process identifies accounts with like Debtor Numbers to move balances between.

Final steps of the rule include generating and saving the Journal and Posting the transactions to the individual accounts. This workflow is typically configured to run for credit balance transfers after posting Final Billing and once per month for debit balance transfers. Automating this process frees up both system and human resources to other tasks that require human intervention and allows Northstar to handle the process outside of normal business hours.

Late Payment Journal Workflow
NorthStar's Late Payment Workflow automatically loads accounts for Late Payment processing. The workflow loads accounts and is followed by generating and archiving the Late Payment Journal and Posting Late Payment to customer's accounts. The process can be configured to run over night to ensure Late Payment appears on accounts immediately at start of business day, providing accurate cash and collections balance amounts.

Overdue Interest Journal Workflow

NORTHISTAR'
NorthStar's Overdue Interest Workflow automatically loads accounts for Overdue Interest processing. The workflow loads accounts and is followed by generating and archiving the Overdue Interest Journal and Posting Overdue Interest to customer's accounts. The process can be configured to run over night to ensure Overdue Interest appears on accounts immediately at start of business day, providing accurate cash and collections balance amounts.

Page40
Deposit Interest Workflow
• NorthStar's Deposit Interest Workflow automatically loads accounts into the Refund Journal for Deposit Interest processing. The workflow loads accounts and is followed by generating and archiving the Deposit Interest Refund Journal and Posting Deposit Interest to customer's accounts. This workflow is scheduled to run at night at month/year end eliminating the need to wait for the interest to be posted prior to beginning balancing activities. It also frees up time wasted waiting for the processes to run allowing users to spend more time on analyzing month/year end financial reports and results.

Deposit Refund Workflow
• NorthStar's Deposit Refund Workflow automatically loads accounts into the Refund Journal for Deposit Refund processing based on predefined refund requirements. The workflow loads accounts and is followed by generating and archiving the Deposit Refund Journal and Posting Deposit Refunds to customer's accounts. The workflow can run on a predefined schedule and will load and process accounts that are eligible for refund based on the Utility's refund rules. Automating this process frees up reps to concentrate on collection of deposits from poor paying customers and other collection processes requiring much more manual intervention and attention.

Credit Refund Workflow
• NorthStar's Credit Refund Workflow automatically loads accounts into the Refund Journal for Credit Refund processing. The workflow loads credit balance accounts for refund and is followed by generating and archiving the Credit Refund Journal and Posting the refunds to customer's accounts. The Credit Refund workflow is typically configured to automatically run after Final Billing post and the Balance Transfer Program has been run. The process is configured to locate final accounts with a remaining credit to be refunded through Accounts Payable. Automating this process frees up both system and human resources to other tasks that require human intervention and allows Northstar to handle the process outside of normal business hours.

Reverse from Balance History Workflow
• NorthStar's Reverse from Balance History Workflow allows users to select Late Payment, Overdue Interest (from 01 Journal} or Extra Charges to reverse from a customer's account. The process automatically loads the reversing entry into the Extra Charge Journal and can run the process through to post. The Reverse from Balance History workflow allows users to perform on demand reversals of Late Payment, Overdue Interest (from 01 Journal) or Extra Charge entries. The process immediately updates the customer's account, ensuring an accurate balance for cash and collection purposes. The process is easy and streamlined, allowing CS Rs to process the adjustment with a simple right click of the mouse.

Automation Platform Maintenance Workflow
•
NDRTH!STAR'
NorthStar's Automation Platform Maintenance workflow purges and archives the Event and Payload data that is used by and/or generated through the various rules in use by the Automation Platform. The Automation Platform Maintenance workflow ensures the automation tables maintain a reasonable size and that remaining data is easily accessible to the rules and workflows that require it. Regular maintenance minimizes performance issues due to volume of data ensuring workflows run smoothly and without interruption.

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3 FEES & PAYMENT SCHEDULE

3.1 Subscription Fees
Core Automation Suite Subscription
Year 1 subscription fee $15,000 $15,000
Year 2 subscription fee $15,525 $15,525
Year 3 subscription fee $16,068 $16,068
The Subscription license commences at completion of milestone 4, User Acceptance Testing sign off. The initial term of this SOW is 3 years and Santa Clara cannot terminate the subscription within the 3 year term. The Subscription may be renewed annually thereafter.
4 TERMINATION
Unless Northstar and/or Santa Clara exercises its right to terminate this SOW during the implementation stage due to material breach or default, Northstar must provide, and Santa Clara must purchase, services from Northstar for the items defined within this SOW.

If Santa Clara and/or Northstar exercises its right to terminate this SOW during implementation stage due to material breach or default
Santa Clara's obligation includes the following:

1. Return the software to Northstar and certify, under the hand of a duly authorized officer of Santa Clara, that all copies of the software or any part thereof, in any form, within the possession or control of Santa Clara have been returned to Northstar. (if applicable)

2. Complete payment for services performed and expenses incurred prior to termination including:
a. Any amounts previously invoiced but unpaid;
b. Fees for services performed through the termination date which has not been invoiced; and c. Any approved travel and living costs.

NorthStar's obligation includes the following:

1. Refund to Santa Clara any fees that have not been earned under this SOW through the termination date.

Page 42 ends

advised of the possibility of such damages. In any event, Northstar shall not be liable to pay any amount, in the aggregate, that is greater than the fees received by Northstar under this statement of work.

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Page43

APPENDIX E - SAMPLE IMPLEMENTATION PROJECT PLAN
NS Upgrade & Core Auromadon Suite 123 days Jan 2 '17 Jun ll '17 2 G"'1",eral PM and overs.gilt 123 days Jilin 2 '17' JtJn 21 'H _;; Archive & Purge Projiect kl days Jan 2 '17 Mar 24 '11 4 Arch!Ye l.S days Jan 2. '17 Jan 20 '17
Plan, install & mn In tE:Sf lwk J8'n l 'l 1 Jan6'17
6 customer revle'.,.., & appro11iill lwk fan !I '1'1 Jan U '11 r Install & f)Jfi In Produc:tla""' lwk Jan 16 •n Jan 2f.J'l7 B Purge l.S days Jan23'11 Feb 10'17
y Pfan, 14",stall.& ri.m In ,BT 1 wk Jilfi 23 '11 Jan 27''11 Customer revt.e"w & appro\':al 1 wk Jilfi 30 '11' Peb 3 '17' 1; 't lru,tall &. run lrt Production 1 wk Feb 6 "1'1 f'el:ilO '17' r:2 User Acce,.ptance 30 days feb 13 Tl' Mar24 'H
1d Arci'lrl,,e & purge pr(lj!ect comp!:ete Oday, Mar 24 '17 Mar :u '11 1:'4 Udlhatloo Re11lew Profect :l.i days Jan 2 '17 Jan 2:1 '17 Preparntlon lwk Jan 2 '17 Jan 6 '17
H> Ons.te re'<.'iew l wk Jan9 'H Jan l3 '11
n Produce doa.i,mient lwk Jan 16'11 Jan 20 '1'
HI Remote follow-up ;,i;ssion 1dav Jan 23 '17 Jan 23 '17' 1t1Yi Utitl2ation re.i\ew project coinplete Odavs fan 2:l '17 Jan 23 '17 Upgrade Project 110 days Jan 2 '17 Ju,n 2 '17
Test and Live Lnstance 110 days Jan 2 '17 lun2 '17
Preparifltlon 40days Jan 2 '17 Feb 24 '17
l!,nstall NS and acdd-.:ins lwk JM 2 '17 Jan 6 '17
Review custom f1!'A)ds & integrations 3wk:5 fan 9 '11 Jann '11 Oe<Jelap :Sclte-speaflc tests scrlpu 3wks Ja;n 30 '17 Feb17'n 211, Confirm soliutlon ,s ready for UA r lwk ~ell; :ZO '1? Feb 24' '11 '2. :1 System acceptance testing 2.0days Feb 27 '11 llll&r 24 '11 2S NS or\ie11tatlcon sessloo l dav feb z"/' '1? Fecb i"/' '11 2'51 Onsite testrng suppon 2. wk:5 Fieb 27 '11 Mar 10'11 30 u~ acceptecnce testing 4 wks felt! 2"/' '11 Mar 2~ 1 11 3l User AL,ceptacl!lce tesuni: 20days M&r21'17 Apr 21 '17 32 Onslte testrng support 2.wks Mar 27 '11 Apr 7 '1,
33 Syste,m acceptance testrcng 4wks Mar 27 '11 Apr 21 '17 J4 Go-live 30 days Apr 24 '11 Jl)l!I 2 '17
35 GO"! hie rene:arsa l lwk Apr24'11 Apr 28 '11
3t, Go-11•..e crJto.er lwk May l '11 Ma•;'S 'l'I'
37 Post go-lNe s•~port lodavs May8 'i:.1 Jun2 '11
l8 De" Lns:tam:e 2:0 da";S Ap«' 24 '11 May 19 '1
39 Install NS a,nd add-om. 1wk Apr:24 '11 Apr 28 '17
UAf 3w!G May 1 '11 Ma~• 19 '1
,n Upgrade project c~ete Odavs Jun 2 '17 Jun. 2 •·11 2
'12 AuromaUon Platform Projed 1m da";S Jan 2 '17 Junl '17 ,u lns1atl & configure 2Sdays Jan 2 '17 Feb3 '17

Page 1 ends

NORTHISTAR~

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ID Taslc: Nacme JDurnoon
44 Deplo'( to Dev· erv>lironment 1 wk
45 AeYiew & complete ched:lL!lts Zwks Jan 9 '17 Jan 20 '1? ,4i, Configure per checli:ltsts Z wks Jai!i .23 '11 feb3'H 47 User acceptance testing 2.5 days ~eb6 '17 Mar Ul '17 4;; User .Mceptan.:e te,;tlng Jwks fe!J.b'l7 febM'li
<l!P Aef!Jlements and changes S.wks ~ebb'l7 Mar lCl '17 'H) System acceptance testing 45 days Mar 1l '1'1' M.ay U '1 Sl lnitiill & confl!l!Ufe AP' s. ln 1 est -,;;.ronmait 1 wk Mar B '17 Mar 11 'l'.7

5.-ystem aa:.eptance testing 'l.wks Mar ZlJ '11 Apr 7 '17 53 Refl.new,ents and ch a11:!leS S.wks Apr 10 '17 Ma•I' 12 'l 54 Go-live Udays May 12 'U Jun z '11
55 lm.t~I & configure In Uve environment lwk May 15 '17Ma•1• 19 'l S6 Post go-lwe support z wlti
ptatform project comptete Oday,
-----~----~~------~~~-~"--
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- ·-···--··-····j ···-··-····

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Page45

AGREEMENT FOR THE PERFORMANCE OF SERVICES BY AND

BETWEEN THE CITY OF SANTA CLARA, CALIFORNIA, AND

NORTHSTAR UTILITIES SOLUTIONS

EXHIBITB

FEE SCHEDULE
Contractor shall bill at the rates and upon the schedules set forth in the two "Statement of Work" documents attached to Exhibit A, and such payment are expressly subject to section 34 of the Agreement, entitled "Retention."
In no event shall the amount billed to City by Contractor for services under this Agreement exceed two hundred seventy-six thousand six hundred forty eight ($276,648.00), subject to budget appropriations.

Page46

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE CITY OF SANTA CLARA,

CALIFORNIA, AND NORTHSTAR UTILITIES SOLUTIONS

EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE
NORTH!STAR"

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.

Page47
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.

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

C. WORKERS' COMPENSATION

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

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

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

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

NORTH!STAR'

1. Additional Insureds (General Liability and Auto Liability policies only). 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 (General Liability and Auto Liability policies only).

Each insurance policy provided by Contractor shall contain language or be Page48
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 msurance.

3. Cancellation. The Commercial General Liability policy shall contain language or be endorsed to reflect that, in the event of cancellation, thirty (30) days written notice will be given to City.

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

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

1. 2.

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 provided in conformity with the requirements of this Agreement.

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

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

Page49

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

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

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

EBIX Inc.

City of Santa Clara Finance Department
P.O. Box 100085- S2 or 1 Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
Telephone number:

Fax number:

Email address:

H. QUALIFYING INSURERS
951-766-2280
770-325-0409
[email protected]
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.

NORTHISTAR'
Page SO

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE CITY OF SANTA CLARA,

CALIFORNIA, AND NORTHSTAR UTILITIES SOLUTIONS

EXHIBITD

ETHICAL ST AND ARDS FOR CONTRACTORS SEEKING

TO ENTER INTO AN AGREEMENT WITH THE CITY OF

SANTA CLARA, CALIFORNIA
Termination of Agreement for Certain Acts.

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

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

For purposes of this Agreement, the word "Consultant" (whether a person or a legal entity) also refers to "Contractor" and means any the following: an owner or co-owner of a sole proprietorship; a person who controls or who has the power to control a business entity; a general partner of a partnership; a principal in a joint venture; or a primary corporate stockholder [i.e., a person who owns more than ten percent (10%) of the outstanding stock of a corporation] and who is active in the day to day operations of that corporation.

For purposes of this Agreement, the words "convicted" or "conviction" mean a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere within the past five (5) years.

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

NORTHISTAR'

Page 51 ends

2. If fraudulent, criminal or other seriously improper conduct of any officer, director, shareholder, partner, employee or other individual associated with the Contractor can be imputed to the Contractor when the conduct occurred in connection with the individual's performance of duties for or on behalf of the Contractor, with the Contractor's knowledge, approval or acquiescence, the Contractor's acceptance of the benefits derived from the conduct shall be evidence of such knowledge, approval or acquiescence.

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

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

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

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

The Contractor shall have the opportunity to present evidence, both oral and documentary, and argument.

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

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

NORTH!STAR'

Page 52 ends

AGREEMENT FOR THE PERFORMANCE OF

SERVICES BY AND BETWEEN THE CITY OF SANTA
CLARA, CALIFORNIA, AND NorthStar Utilities Solutions

EXHIBITE

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

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

The above assertions are true and correct and are made under penalty of perjury under the laws of the State of California.

NorthStar Utilities Solutions
An Ontario Corporation
NorthStar Utilities Solutions, a division ofN. Harris Computer Corporation Sign
Nam : Julie Geoffr oy
Title: Commercial Counsel

NOTARY'S ACKNOWLEDGMENT TO BE ATTACHED
Please execute the affidavit and attach a notary public 's acknowledgment of execution of the affidavit by the signatory. If the affidavit is on behalf of a corporation, partnership , or other legal entity, the entity's complete legal name and the title of the person signing on behalf of the legal entity shall appear above . Written evidence of the authority of the person executing this affidavit on behalf of a corporation , partnership, joint venture , or any other legal entity, other than a sole proprietorship, shall be attached.

NORTHISTAR'

Page 53 ends

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
20-714 Agenda Date: 11/10/2020

REPORT TO COUNCIL

SUBJECT
Action on Agreements with N. Harris Computer Corporation for the NorthStar CIS Utility Billing System

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City’s utility billing system is NorthStar Customer Information System (NorthStar CIS) from N.

Harris Computer Corporation (Harris) which was implemented through a highly competitive process in 1998 and is a citywide, integrated online system consisting of a complex set of hardware, firmware, and software. It is the backbone of the customer billing system with ten user applications operating on the platform to enable seamless integration between meter reading, service orders, meter data management, generation of utility bills, collection of various payment channels, customer service delivery channels including a call center and on-line self-service web portal, while enabling the turn on/off of utility services and many other service related activities.

In September 2017, City Council authorized staff to execute an agreement with Harris to upgrade the NorthStar CIS system from version 6.3 to version 6.4. Once the upgrade is complete, the utility billing system is considered up to date enabling interfaces with various new technologies including advanced Application Programming Interfaces (API) required with modern banking platforms and the Core Automation Rules Engine Platform enabling new electronic business processes.

The current agreement expires on December 7, 2020.

DISCUSSION
The NorthStar CIS is mission critical to the City’s customer billing operations. The software upgrade to version 6.4 and purge was completed in April 2019. The software upgrade included updated technology that was required to be in place prior to the Core Automation Platform Rules Engine process being enabled in the live/production environment. Best practices called for 3-6 month software/user stabilization period prior to the Core Automation Platform Rules Engine implementation, which will automate portions of the City’s billing, cashiering and meter reading functions.

The maximum compensation under the current agreement is $276,648. Thus far, $237,667 has been paid to Harris, leaving an unspent balance of $38,981 to complete the project. Project completion is delayed due to unforeseen resource constraints, multiple projects driven by utility stakeholders requiring immediate assistance from key Finance staff, and COVID-19 Shelter in Place order which suspended work on this project due to the emergency order to provide essential only services during City of Santa Clara Printed on 11/3/2020Page 1 of 3
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20-714 Agenda Date: 11/10/2020
the pandemic. The project however is expected to complete on budget for the original contract amount.

Since the agreement was executed in 2017, staff has identified additional work required to bring NorthStar CIS compliant to the latest Payment Card Industry Data Security Standard (PCI DSS) which is a set of requirements for enhancing payment card account data security. A new scope of work is currently in development to transition the payment system from NorthStar CIS to the City’s Smart Energy Water (SEW) platform to achieve a compliant PCI DSS environment for credit card payments. This additional work is consistent with evolving credit card security standards and requirements and will provide additional system functionalities for customers to view their utility interval usage online as well as enhance ease of use. The Smart Energy Water online self-service web portal will be especially useful for the City’s commercial/industrial customers for planning purposes. The estimated cost for this work is $165,952 plus $16,900 for annual software maintenance.

Another effort on the horizon is work related to the City’s change of banking services from Bank of America to JPMorgan Chase Bank. While staff anticipates that successful completion of the SEW project will achieve the latest PCI DSS compliance for credit card payments, additional work may still be required from Harris since bank services are tightly integrated with the City’s utility billing system.

In order to complete the upgrade to version 6.4, staff is requesting authority to amend the agreement to extend the term through December 31, 2023, and to further amend the agreement for work associated with the SEW project and change of banking services to JPMorgan Chase Bank.

Additional work will be negotiated with Harris and executed as amendments to the agreement, subject to the City Attorney’s Office and City Manager’s approval and the appropriation of funds.

The cost of the NorthStar CIS in FY2020/21 for annual support and maintenance is $171,595. Staff is currently working with Harris to update the existing annual support and maintenance agreement to better reflect the new software products and configurations that are or will be licensed to the City.

Therefore, staff is also requesting authority to negotiate and execute a new support and maintenance agreement with Harris, subject to the City Attorney’s Office and City Manager’s approval and appropriation of funds.

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
The proposed Amendment No. 1 extends the terms of the agreement through December 21, 2023, with no changes to the maximum compensation.

Staff will return with budget recommendations to appropriate funds if funding is needed to procure additional services and related software for the Smart Energy Water customer portal integration and the integration of the utility billing system with a new bank.

The cost of the annual support and maintenance for NorthStar CIS in FY 2020/21 is $171,595 and City of Santa Clara Printed on 11/3/2020Page 2 of 3
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20-714 Agenda Date: 11/10/2020
payments were made using available budget appropriation that was included as part of the Adopted FY 2020/21 Operating Budget. Upon the execution of a new support and maintenance agreement, funding will be incorporated into the budget development process in the out years.

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

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

RECOMMENDATION

1. Authorize the City Manager to execute Amendment No. 1 to the Agreement with N. Harris Computer Corporation for the NorthStar CIS Utility Billing System to extend the term of the agreement through December 31, 2023, with no change to the maximum compensation of $276,648.

2. Authorize the City Manager to negotiate and execute future amendments to the agreement with N.

Harris Computer Corporation for additional work related to the SEW project and change of banking services and extend the term, if required, to complete the additional work and subject to the appropriation of funds.

3. Authorize the City Manager to negotiate and execute a new support and maintenance agreement with N. Harris Computer Corporation to memorialize the software products and configurations that are licensed to the City with maximum compensation amount not-to-exceed $171,595 for FY2020/21; negotiate and execute future amendments consistent with additions and deletions of software products and configurations licensed to the City; and execute one-year options to renew the maintenance and support agreement, subject to the appropriation funds.

Reviewed by: Kenn Lee, Director, Finance
Approved by: Deanna J. Santana, City Manager

ATTACHMENTS

1. Amendment No. 1 to Harris Agreement

2. 2017 Harris Agreement
City of Santa Clara Printed on 11/3/2020Page 3 of 3
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Ebix Insurance No. S200002211
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
N. HARRIS COMPUTER CORPORATION

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

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for the Performance of Services by and between the City of Santa Clara, California, and Northstar Utilities Solutions", dated December 7, 2017 (Agreement); and B. The Parties entered into the Agreement for the purpose of having Contractor provide professional services and software related to the Northstar Customer Information System, and the Parties now wish to amend the Agreement to assign the agreement to N. Harris Computer Corporation and extend the term of the agreement through December 31, 2023.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. All references to "Northstar Utilities Solution" in this Agreement shall be replaced with "N. Harris Computer Corporation." All rights and obligations of the City and of the Contractor under this Agreement are unaffected by this assignment.

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

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

Amendment No. 1 to AgreemenUN. Harris Computer Corporation Rev. 10/25/2019

Page 1 of 2 ends

The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives . ~ f IAN DOYLE
~· C~ Attorney

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
ef DEANN . SANTANA
City Manager
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone : (408) 615-2210
Fax: (408) 241-6771
N. HARRIS COMPUTER CORPORATION
a Canadian corporation
Dated: November 16, 2020
By (Signature): ~ ..,.,[--
Name: Sean Sykes
Title: Vice President, Sales & Marketing
Principal Place of
Business Address: 1 Antares Drive, Nepean, ON K2E 8C4 Canada Email Address: [email protected]
Telephone: ( 613) 240-8668
Fax: __.___,__ _ _ _________ ___ _
"CONTRACTOR"
Amendment No. 1 to AgreemenUN . Harris Computer Corporation Rev. 10/25/2019

Page 2 of 2 ends

Ebix Insurance No. S200002211
AMENDMENT NO. 2

TO THE AGREEMENT FOR PERFORMANCE OF SERVICES

BETWEEN THE

CITY OF SANT A CLARA, CALIFORNIA,
AND
N. HARRIS COMPUTER CORPORATION

PREAMBLE
This agreement ("Amendment No. 2") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and N. Harris Computer Corporation, a Canadian corporation (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for the Performance of Services by and between the City of Santa Clara, California, and Northstar Utilities Solutions", dated December 7, 2017 (Agreement); and B. The Agreement was previously amended by Amendment No. 1, dated December 1, 2020, and is again amended by this Amendment No. 2. The Agreement and all previous amendments are collectively referred to herein as the "Agreement as Amended"; and
C. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide professional services and software related to the Northstar Customer Information System, and the Parties now wish to amend the Agreement as Amended to increase compensation by One Hundred Eighty-Nine Thousand Five Hundred Fifty-One Dollars ($189,551) for a revised not-to-exceed amount of Four Hundred Sixty-Six Thousand One Hundred Ninety-Nine Dollars ($466,199) for additional work related to the Smart Energy Water integration.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Exhibit A of the Agreement, entitled "Scope of Services", is hereby amended to read as shown in First Revised Exhibit A to add services designated as "Statement of Work: Smart Energy Water Integration," attached and incorporated into this Amendment No. 2.

2. Exhibit B of the Agreement, entitled "Schedule of Fees", is hereby amended to read as shown in First Revised Exhibit B.

Amendment No. 2 to Agreement/N. Harris Computer Corporation Rev. 10/25/2019

Page 1 of 21 ends

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

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Dated: ti.-ltv lww
~~ ~~ \{( DEAN~ ANTA NA
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone : (408) 615-2210
Fax: (408) 241-6771
"CITY"
N. HARRIS COMPUTER CORPORATION
a Canadian corporation
Dated: ____,_l~~I __ , __,_L~-f-->L/ ~~o ~'---t , ___ _ By (Signature): ~ 2:i~'..,J;.,:.5;;.~=~=-'-- -=-4~ ~-=====!..___ _____ _ Name: _S_e_a_S_.y'-k_e_s ___________ _
Title: Vice President, Sales & Marketing
Principal Place of
Business Address: 1 Antares Dr., Nepean, ON, K2E 8C4 Canada Email Address: [email protected]
Telephone: (613) 226-5511
Fax: ___.____,__ ______________ _
"CONTRACTOR"
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FIRST REVISED EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are more fully described in the Contractor's proposal entitled:

1. "Statement of Work, City of Santa Clara, Northstar Version 6.4 Upgrade" dated August 17, 2017, version 2.1;

2. "Statement of Work, City of Sant Clara, Core Automation Suite Subscription" dated August 17, 2017, version 2.1; and

3. "Statement of Work: City of Santa Clara, Smart Energy Water Integration" dated July 13, 2020, version 1.5, attached and incorporated into this Amendment No. 2.

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NORTHISTAR™

UTILITIES SOLUTIONS
STATEMENT OF WORK:

SMART ENERGY WATER INTEGRATION

CITY OF SANTA CLARA, CA
SOW VALID UNTIL: December 30, 2020
Amendment No. 2 to Agreement/N. Harris Computer Corporation Rev. 10/25/2019
July 13, 2020
Version 1.5

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Revision Control
Document Title: City of Santa Clara - Smart Energy Water Integration SOW Author: NmihStar Professional Services
Version Date Author Details / Comments
Version 1.0 2020-07-13 Pav Sekhon Initial version of the document.

Version 1.1 2020-08-11 Pav Sekhon REST API only SOW, removed flat files.

Version 1.2 2020-10-06 Pav Sekhon Inputted revisions from Santa Clara Version 1.3 2020-10-15 Pav Sekhon Updated to 3 weeks of UAT & removed incorrect services maintenance
Version 1.4 2020-10-28 Pav Sekhon Revised payment milestones & added language around data refreshes .

Version 1.5 2020-11-02 Pav Sekhon Revised license payment milestone Amendment No. 2 to Agreement/N . Harris Compute r Corporation Rev. 10/25/2019

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TABLE OF CONTENTS

1.1 Objective ....................... .................... , ............ , ..................... ................. .................................. ....... 7 2 Service Description ............... .................... !>,•••········· .. ····• .. · ......................... ~ .. ········,••'• .. ······••••• ........... , .. ,, ............... , ....... ,8

2.1 Areas within Scope .... ,. ....................................................... ................ . , ....................... .............. ...... 8

2.2 Areas Out of Scope .................................... ,. . .,. ....................... .., .....•.. .,. ........................................... 13 3 Estimated Timeli ne .,.,., ................. ... ,, ... , ............. .............. ,.Ii Ii •••••• ,,!,!,,! ................• •••••••••••• , .•.. •••........ ... ••••••• 14 4 Change Management Process ........ ........ ... .,.,. ................ ................... ............. . , ........ .... ...... ......... 15 5 Fees & Payment Schedule ··"•"•+•·••••·•··································•·················••'•'·· ...... .,. ........ , ... " ......... , •...........••... , ........ 16

5.1 Fees ................ ............................................................................................... , ............................. 16

5.2 Payment Schedule ..... ..,. .................................. .......................... ,. .................................... ,. ............ . 16

5.3 Travel and Living Expenses .................... ............ ............................. ............................................. 17 6 Termination ....... ......... .. ,,!!!, ••···········•·'•,.··• ................ ,. .. ,,,, ... , ....... , .......•••••••• ,,,.,,,,,, .. ............• •• i ••••••••• 11 .. l7 7 Project Assumptions .............. . ,,,,,,, ............... ...•. " ................. , ... ............... ......... .. iilllll·· ··· ···· ········· ··•·iiiiii ll+••17 8 Document Acceptance and Signoff ..... ..... ........ ..... ........................... .............. .................. ...... .... 20 Amendment No. 2 to Agreement/N . Harris Computer Corporation Rev. 10/25/2019

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1 INTRODUCTION
The City of Santa Clara, hereafter referred to as "Santa Clara", requires an integration between the NorthStar CIS and the Smart Energy Water (SEW) customer portal. NorthStar has performed a discovery of the No1ihStar requirements to integrate with SEW. The results of this discovery are documented within the NorthStar SEW Discovery Report.

The purpose of this document is to provide information on the level of eff01i associated with the design, development and implementation of the N01ihStar SEW integration.

1.1 Objective
This Statement of Work (SOW) defines the work to be performed by N01ihStar, an unincorporated division ofN. Harris Computer Corporation, for the N01ihStar SEW integration implementation. This SOW includes a high-level timeline, fees, and other terms and conditions specific to the services requested by Santa Clara. Any additional requests for services that are not defined within this SOW will result in change orders with applicable fees.

Changes to this document shall be made through a change management process as described later in this SOW.

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2 SERVICE DESCRIPTION

2.1 Areas within Scope

2.1.1 Implementation Scope
All implementation activities to be pe1formed remotely, unless otherwise requested.

The scope of this statement of work is to integrate the CIS with Santa Clara's Smart Energy Water customer po1ial.

The integration will include:
• A data migration process to support cutover from CustomerConnect 2 to SEW, including customer/account, user, and payment information from NorthStar CIS. • Supp01i of SEW during their integration development with NorthStar REST APL • Removing data from NorthStar
• Decommissioning CustomerConnect

2.1.2 Implementation Approach
A N01ihStar Project Manager (PM) will be the primaiy point of contact for Santa Clara on the No1ihStar SEW Integration implementation. The PM has the overall accountability to successfully deliver the services required for a successful implementation within agreed upon timeframe and budget. The project team will directly rep01i to the PM and the PM will have the authority and support to manage the project team in the best interest of the project. The PM is also accountable for the following high-level project activities:
• Interface with Santa Clara assigned PM.
• Conduct regular internal project meetings to ensure that all aspects of the project are understood by the team and that progress and risks are properly rep01ied. • Conduct regular project meetings with Santa Clara.
• Review of project status, schedule, risks (i.e. rate of supp01i hour consumption), resources with the City as well as any other issues that may affect the success the project. • Regular project schedule updates as required.

2.1.3 Design & Development

2.1.3.1 Data Migration Process
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• NorthStar will develop a process to migrate customer data from Santa Clara's current customer portal, NorthStar CustomerConnect 2, to SEW to populate the SEW system with an initial set of account, customer, and payment information. Four files will be provided:
o Customer Data Migration File from NorthStar CIS
o User Migration File from Customer Connect
o Autopay Migration File from NorthStar CIS
o Payment Method Migration File from NorthStar
These files will be generated from the NorthStar CIS and uploaded to Santa Clara's FTP site for processing. The two payment detail files will be encrypted before being upload to SEW's server.
• NorthStar will perform the initial data migration for validation purposes. • N01ihStar will provide user documentation to allow Santa Clara to run the data migration process on an as needed basis once the initial migration is complete.

2.1.3.2 Real-Time REST APl's
The NorthStar REST API will be the vehicle by which SEW will perform the majority of interactions with the NorthStar CIS. The following APis will be utilized for this integration:
• Query and update Account information
• Query and update Customer information
• Query Meter information
• Query Account Billing information
• Query Account Payment information
• Posting Payment information for an Account
• Query and create Service Order information for an Account The full documentation of the NorthStar REST API will be provided in a companion document.

Collaborate with SEW and Santa Clara to define the networking infrastructure necessary for the integration to be implemented.

2.1.3.3 Removing data from Northstar
• Removal of Banking and Credit Card details from NorthStar CIS.

2.1.3.4 Decommissioning CustomerConnect
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• Stop all CustomerConnect services
• Remove all CustomerConnect code, including log files

2.1.4 NorthStar Consulting Services
• NorthStar will configure the NorthStar server to run under HTTPS using a self-signed SSL certificate. Santa Clara will secure a certificate issued by a trusted authority if it chooses.
• NorthStar will provide Santa Clara with up to 80 hours of consulting services to assist SEW with integration to the NorthStar CIS, including the documentation detailed above.

If additional effo1t is required to assist Santa Clara and SEW with the integration design and development, Santa Clara will be notified and asked for approval in advance of NorthStar completing the incremental work.

2.1.5 Deployment
• NorthStar will deploy these migration scripts to Santa Clara's Northstar TEST or DEV environment for data validation and acceptance testing.

2.1.6 SEW Testing and Validation
• NorthStar will provide Santa Clara with documentation on the initial execution of the data migration scripts. N01thStar will provide Santa Clara with documentation on the initial execution of the data migration scripts. N01thStar shall be involved through to production to ensure the migration scripts work and are fully documented. • Stmting with the first week through the end of Go Live activities, Contractor shall submit a document as pmt of the regularly scheduled touch points, showing status of outstanding issues, regardless of severity, including the action log with steps to resolution and a targeted completion date for all P 1 issues.
• Santa Clara will have six (6) weeks to complete the initial round of data validation and solution validation testing while No1thStar remediates all priority 1 issues. After the initial round of validation testing, Santa Clara will provide sign off. North Star will perform a code freeze and Santa Clara will then have three (3) weeks of final User Acceptance Testing (UAT) prior to scheduling Go LIVE.

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• If a project delay is encountered due to external factors outside ofNorthStar's control, and testing needs to extend beyond the initial six (6) week window for UAT and subsequent three (3) week window for final remediation testing NorthStar and Santa Clara will analyze the results of this external factor on the project timeline to determine if there is a need for a change request to reflect a substantial change to the project plan, budget, or timeline.
2 .1. 7 Data Refreshes
• NorthStar will perform 2 data refreshes of the NorthStar TEST or DEV instance throughout the integration project. The initial data refresh will be performed prior to the stait of data migration validation. The second data refresh will be performed upon receipt of Solution Validation Testing sign off in preparation for final User Acceptance Testing.

Any requests for additional data refreshes will be considered at an additional cost/schedule impact to the project. Any requests for additional data refreshes will be considered at an additional cost/schedule impact to the project. N01thStar to ensure none of the configuration is overwritten in error. All configuration will be updated to reflect test/dev on each refresh
• Should Santa Clara choose to perform additional refreshes without N01thStar's assistance, they will need to coordinate the refresh with N01thStar to ensure none of the configuration work is overwritten in error. If a refresh occurs without N01thStar' s prior knowledge and set ups need to be restored a change order will be issued for the additional eff01t to do so.

2.1.8 NorthStar Go LIVE Preparation
• Upon Santa Clara Acceptance sign off, NmthStar shall suppmt SEW and Santa Clara to migrate their production data to the SEW environment.

2.1.9 N01thStar Post LIVE Suppott
• Provide dedicated remote suppo1t twenty (20) business days Post LIVE before transitioning Santa Clara back to NorthStar Support Services.

2.1.10 Santa Clara Responsibilities
Following are the key responsibilities of Santa Clara under this agreement:

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1. Ensuring Northstar has direct, dedicated remote technical connection capabilities with administration access to any server that the NorthStar applications reside on for the duration of the implementation project.

2. Conducting User Acceptance testing.

3. Leading Go LIVE activities:
a. Creating a web page announcing that the web portal is unavailable during the final Go LIVE data migration and disabling the page once the migration activity is complete.

No payments will be posted during the maintenance window. b. Performing a second data migration of customer data from CustomerConnect 2 to SEW to update the SEW system with a current set of account, customer , and payment information.
c. Disabling the page once the migration activity is complete . No payments will be posted during the maintenance window.

4. Santa Clara shall be responsible for providing the FTP server to be the repository of the files passed between the NorthStar CIS and SEW portal.

2.1.11 Project Completion Criteria
The Project is deemed completed once the NorthStar SEW integration has been deployed to the live environment for twenty (20) business days and that any Priority 1 items raised during that period have been resolved . NorthStar has the exclusive right to classify call types according the definitions below.

In the event that the parties are not aligned on the issue priority designation related to P 1 vs P2 issues, an escalation between NorthStar's PM and Santa Clara's PM will be scheduled before the end of the following business day.
-
Call Ty c Definition
Priority 1 - Urgent or High Priority
• System Down (Software Application, Hardware, Operating System, Database) • Impacts Critical Business Function without a workaround • Performance issues of severe nature impacting critical processes.

Priority 2 - Medium Priority
• System errors that have workarounds
• Impact to business function is not critical :
• Performance issues not impacting critical processes
• Usability issues
• Workstation connectivity issues (Workstation specific) Priority 3 - Low Priority
• Minimal or no impact to critical business function
• Report formatting issues
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• Training questions, how to, or implementing new prncesses • Aesthetic issues
• Issues with workarnunds for large majority of accounts • Recommendations for enhancements on system changes
• Questions on documentation

2.2 Areas Out of Scope
Anything in this section and not listed in the above "Areas within Scope" is considered out of scope for this SOW. Specific items that are currently out of scope of this project include:
• Adding any new APis that have not been identified in the SEW Integration Discovery.

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3 ESTIMATED TIMELINE
The estimated duration of this project is approximately 5 months upon commencement of project work. Project start dates are assigned at the earliest available period upon receipt of fully executed contracts. The possibility and feasibility of a reduced duration will be evaluated during the Customer Preparation phase as it will depend on availability of resources and involvement of Santa Clara and SEW. Adherence to the project plan and timeline is critical.

Northstar will prepare a formal project plan and timeline . Santa Clara will review, provide comments on, and provide Northstar with approval of the project plan and timeline . - --
Timeline Phase Activities
- -
Project Kick Off
• NorthStar Integration Design
NorthSta,· Data Migration Script Development
• Initial Data Refresh of non-production instance
• NorthStar Data Migration Script Development & Deployment Data Migration Validation Testing
SEW Developm ent Support
SEW Development Support
• Second Data Refresh of non-production instance
User Acceptanc e Testing
User Acceptance Testing
Go LIVE Preparat ion
Go LIVE Data Migration
• Post Go LIVE Suppo rt
Post Go LIVE Support
There are a number of factors to be considered that will have an associated un-planned increase in effort and will therefore impact the project schedule. These factors are typically not determined until project kick-off and will be a key input into the final Go LIVE date and may result in additional cost. Northstar will notify Santa Clara of any increase in effort and will provide Santa Clara with a Change Order according to section 4 Change Management Process.

These factors include :
■ Project Resourcing:
• In the event that Santa Clara staff is unable to be dedicated to the agreed upon project plan, resulting in an extension of the timeline, Northstar will evaluate the need for a Change Order for additional Project Management and dedicated support services to extend the project timeframe.

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4 CHANGE MANAGEMENT PROCESS
NorthStar will maintain the SOW with formal documentation denoting agreed upon changes.

Santa Clara and No1ihStar may propose changes to this SOW addressing services falling outside the scope of services described in this SOW ("Change"). The Change Order form must be used for all change requests. N01ihStar shall have no obligation to commence work in connection with any change until the fee and schedule impact of the change is agreed upon in a written Change Order form signed by the designated representatives from both paiiies.

Upon identifying the need for a change, NorthStar shall submit the change on our standard Change Order form describing the change, including the impact of the change on the schedule, fees and expenses.

Within 5 consecutive business days of receipt of the change order form, Customer shall either indicate acceptance or rejection of the proposed change by signing the Change Order form or any other period of time mutually agreed to by the parties. IfNorthStar is advised not to perform the change, then NorthStar shall proceed only with the original services. In the absence of Customer acceptance or rejection of the Change Order, No1ihStar will not perform the proposed change.

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5 FEES & PAYMENT SCHEDULE

5.1 Fees
NorthStar shall perform the services set f01th herein on a firm fixed cost basis as set forth in this SOW.

NorthStar SEW Integration Implementation
Licenses Maintenance*
REST API Enterprise License for SEW $67,410 $16,900 Integration Professional Services
- Project Management
- Design & Development
- Installation & Configuration $97,020 -- Acceptance Testing Support - Go LIVE Cut Over
- Post LIVE Support
Technology, Communication, $8,221 -Administration
Project Total $172,651 $16,900
*Maintenance is in addition to annual reoccurring fees. 5 .2 Payment Schedule
Any mutually agreed upon change controls will be billed at $220/hour when incurred. An additional amount equal of 5% of the total fees billed has been included in the fee charged to cover technology, communication and administrative costs. Price excludes any applicable taxes.

The NorthStar fees for the scope of services described in this Statement of Work, including the 5% technology, communication and administrative fee, is $172,651 USD based on fixed price plus any travel and logistics (T &L) which may be required.

Licenses

1. 100% upon provision to the City
Services

2. 40% on delivery of data migration scripts within Santa Clara's non-production environment (referenced in 2.1.3 .1)

3. 40% on delivery of data files (referenced in 2.1.3.1)

4. 15% on Go LIVE of data migration to production environment (referenced in 2.1.8)

5. 5% on Implementation Project Acceptance (referenced in 2.1.8) Amendment No. 2 to Agreement/N. Harris Computer Corporation Rev. 10/25/2019

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* Maintenance:
• I 00% is due 30 days after software installation to non-production environment.

NorthStar wm prorate the maintenance based on Santa Clara's maintenance renewal term.

Invoices are payable upon receipt.

Quote is valid for 60 days from date of delivery. After 60 days the quote will be considered expired and would need to be reassessed and re-quoted if still required. 5 .3 Travel and Living Expenses
The above mentioned fees do not include any travel and per diem expenses incurred for on-site visits required for this project.

Anv travel time will be billed at $75/hour. Santa Clara shall also pay or reimburse travel expenses plus a per diem reasonably incurred in fmiherance of N01ihStar duties hereunder. 6 TERMINATION
Termination of this SOW is pursuant to the Agreement between the parties entered into on or about 12/07/2017.

Under no circumstances shall NmihStar be liable for any special, indirect, consequential, punitive or incidental damages of any kind and shall not be liable for loss of profits, works stoppage, system failure or malfunction, loss of data or any other damages or losses in connection with this statement of work, even ifNorthStar has been advised of the possibility of such damages. In any event, NotihStar shall not be liable to pay any amount, in the aggregate, that is greater than the fees received by NmihStar under this statement of work. 7 PROJECT ASSUMPTIONS
The services, fees and delivery schedule for this project are based upon the following assumptions:
• Any items not explicitly identified within this document are considered out of scope. Any changes to those responsibilities and/or deliverables will be considered a change in scope for the project. Any proposed change to the project scope must be put into written format and be submitted to NorthStar during this project for review and consideration.

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• This project currently has, and will continue to have, the support of senior Santa Clara management and will be assigned sufficient priority with respect to other projects to ensure its success.
• Santa Clara will assign a project lead to act as an internal resource and guide throughout this project.
• Santa Clara will secure the appropriate staff in a timely fashion in order to discuss or review the various materials produced when required. It is expected that the individuals involved will have experience in Santa Clara's day-to-day operations and will work closely with the NorthStar Consultants to resolve issues as required. The main purpose of this interaction is to provide a quick and consistent response to procedural issues. • Santa Clara will provide access and suppo1i from the IT group and any other stakeholder, as deemed necessary by No1ihStar throughout this project. • Santa Clara agrees to facilitate any required corporate logistics for the fulfillment of this agreement.
• Santa Clara will provide the appropriate remote access to its network, facilities, and systems as may be required to perform activities from one ofN01ihStar's locations.

NorthStar shall abide by all rules and directions of Santa Clara when accessing the Santa Clara's network, facilities or systems.
• NorthStar will require local administrator rights or root access to the NmihStar servers throughout the integration project.
• Santa Clara will provide a training room complete with workstations for their staff for any required NorthStar onsite activity. This is to allow the NorthStar Consultant and Santa Clara Team members to focus on the implementation activity without any external interruptions.
• All documentation provided by Santa Clara shall be up-to-date and accurate or if that is not the case, advise NorthStar as such.
• All hardware, software, and network components supplied by Santa Clara are working properly and are free of defects and will meet minimum hardware standards provided during the project.
• Ensure all third-party software and hardware products are performing correctly in Santa Clara's environment, in accordance with the appropriate third-paiiy vendor's specifications.
• To minimize project costs, majority of project work will be performed at one of the NorthStar's locations except for project activities where face-to-face is deemed more effective.
• Price does not include Santa Clara approved travel and living expenses that may be required as paii of the delivery of the project. (i.e. air fare, car rental, gas, per diem and hotel) NorthStar will work with Santa Clara to identify most cost-effective accommodations for Santa Clara's onsite activities that are mutually agreed upon. • Price for this proposal is based upon Santa Clara obtaining all hardware and associated operating/ database systems.

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• The number and complexity of the custom modifications included in Santa Clara's current system must be fully assessed before the project schedule can be finalized as this will affect the effort in the User Acceptance Testing phase. This assessment will take place during the Implementation Preparation phase of the project. • Ensure Santa Clara data provided is complete and clean. It is Santa Clara's responsibility to clean data if deemed required due to the identification of inaccurate entries. • All data refreshes will be performed during regular business hours, 8:00 a.m.-5:00 p.m.

EST.
• Santa Clara is responsible for preparing the underlying IT infrastructure (hardware installation, operating system, and network connectivity) and supplying the required servers based on the minimum server specifications. This must be in-place per agreed upon project plan.
• Santa Clara is responsible to provide the Testing and Production environment.

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8 DOCUMENT ACCEPTANCE AND SIGNOFF
Please sign and return this to Pav Sekhon at [email protected].

Accepted on this day by:

City of Santa Clara, CA NorthStar Utilities Solutions
By:

Name: ___________ _ Name: Sean Sykes
Title: Title: Vice President, Sales & Marketing
Date: Date: 11/24/2020
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FIRST REVISED EXHIBIT B

FEE SCHEDULE

1. MAXIMUM COMPENSATION
Contractor shall bill at the rates and upon the schedules set forth in the three "Statement of Work" documents attached to Exhibit A, and such payment are expressly subject to section 34 of the Agreement, entitled "Retention." In no event shall the amount billed to City by Contractor for services under this Agreement exceed Four Hundred Sixty-Six Thousand One Hundred Ninety-Nine Dollars (466,199), subject to budget appropriations.

Statement of Work
Statement of Work, City of Santa Clara, Northstar Version 6.4 Upgrade" dated August 17, 2017, version 2.1
"Statement of Work, City of Sant Clara, Core Automation Suite Subscription" dated August 17, 2017, version 2.1.

Statement of Work for Smart Energy Water Integration" dated July 13, 2020 version 1.5.

Maximum Compensation
Amendment No. 2 to Agreement/N. Harris Computer Corporation Rev. 10/25/2019
Total
$230,055
$46,593
$189,551
$466,199

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Ebix Insurance No. S200002211
AMENDMENT NO. 3

TO THE AGREEMENT FOR PERFORMANCE OF SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
N. HARRIS COMPUTER CORPORATION

PREAMBLE
This amendment ("Amendment No. 3") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and N. Harris Computer Corporation, a Canadian 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 the Performance of Services by and between the City of Santa Clara, California, and Northstar Utilities Solutions", dated December 7, 2017 (Agreement) for the purpose of having Contractor provide professional services and software related to the Northstar Customer Information System; and
B. The Agreement was amended by Amendment No. 1, dated December 1, 2020, and Amendment No. 2, dated December 16, 2020. The agreement as amended by all previous amendments are collectively referred to herein as the "Agreement as Amended"; and
C. The Parties now wish to amend the Agreement as Amended to extend the term to December 31, 2025.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 5 of the Agreement as Amended, entitled "Term of Agreement", is amended to read as follows:
"Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate on December 31, 2025."

2. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of Amendment No. 3 to AgreemenVN. Harris Computer Corporation Rev. 10/25/2019

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the Agreement as Amended and this Amendment No. 3, the provisions of this Amendment No. 3 shall control.

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

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

D a n ·1 e I Ba 11 ·1 n Digitally signed by Daniel Ballin . Date: 2023.12.1916:27:30-08'00'
GLEN R. GOOGINS
City Attorney
"CITY"
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-221 O
Fax: (408) 241-6771
N. HARRIS COMPUTER CORPORATION
a Canadian corporation
Dated: 12/12/23
By (Signature): ~ hMJt,
Name : drr0fation
Title: Vice President, Sales & Marketing
Principal Place of
Business Address: 1 Antares Dr., Nepean, ON, K2E 8C4 Canada Email Address: [email protected]
Telephone: (714) 335-9700
Fax: __,_ _,._ ________ _ ______ _
"CONTRACTOR "
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Ebix Insurance No. S200002211
AMENDMENT NO. 4

TO THE AGREEMENT FOR THE PERFORMANCE OF SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
N. HARRIS COMPUTER CORPORATION

PREAMBLE
This agreement ("Amendment No. 4") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and N. Harris Computer Corporation, a Canadian 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 the Performance of Services by and between the City of Santa Clara, California, and Northstar Utilities Solutions", dated December 7, 2017 (Agreement) for the purpose of having Contractor provide professional services and software related to the Northstar Customer Information System;
B. The Agreement was previously amended by Amendment No. 1, dated December 1, 2020, Amendment No. 2, dated December 16, 2020, and Amendment No. 3, dated January 1, 2024. The Agreement and all previous amendments are collectively referred to herein as the "Agreement as Amended"; and C. The Parties now wish to amend the Agreement as Amended to increase the maximum compensation for additional work related to the integration of the utility billing system with Siemens Energy IP to facilitate Advanced Metering Infrastructure (AMI).

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. First Revised Exhibit A of the Agreement as Amended, entitled "Scope of Services," is hereby replaced with Second Revised Exhibit A, attached hereto and incorporated into the Agreement as Amended.

2. First Revised Exhibit B of the Agreement as Amended, entitled "Fee Schedule", is hereby deleted in its entirety and replaced with Second Revised Exhibit B, attached hereto and incorporated into the Agreement as Amended.

3. The Agreement as Amended is hereby amended by adding Exhibit E, entitled "Task Order Form," attached hereto and incorporated into the Agreement as Amended.

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

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The Parties acknowledge and accept the terms and conditions of this Amendment No. 4 as evidenced by the following signatures of their duly authorized representatives.

GLEN R. GOOGINS
City Attorney

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Dated: sf, /v
"CITY"
~Ji?" City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
N. HARRIS COMPUTER CORPORATION
a Canadian corporation
Dated: 03.15.2024 ------,,=--- ---- ----------
By (Signature): ~-hMn,
Name: ===Aref}=:Je=r===R=a=h=o=n============= ========= Title: VP, Sales & Marketing ---- - - ---------- - -Pr inc i pa I Place of Business Address: _(~to_b_e_fi_lle_d_ in_b~y~C_ity~st_a_ff)~------~ Email Address: [email protected] ~-~--- ~----------- Te I e phone: _(~ ) __ 7_14_-_33_5_-9_7_0_0 ____ _ ___ _ Amendment No. 4 to Agreement/N. Harris Computer Corporat ion Rev. 10/25/2019

Page 2 of 8 ends

SECOND REVISED EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are more fully described in the Statements of Work referenced below. These statements of work are hereby incorporated into this Second Revised Exhibit A.

1. "Statement of Work, City of Santa Clara, Northstar Version 6.4 Upgrade" dated August 17, 2017, version 2.1, attached and incorporated into the Agreement executed on December 7, 2017;

2. "Statement of Work, City of Sant Clara, Core Automation Suite Subscription" dated August 17, 2017, version 2.1, attached and incorporated into the Agreement executed on December 7, 2017;

3. "Statement of Work: City of Santa Clara, Smart Energy Water Integration" dated July 13, 2020, version 1.5, attached and incorporated into Amendment No. 2; and

4. "Statement of Work: Discovery Engagement to Discuss and Redesign the Energy IP (EIP) Integration" dated March 1, 2024, attached and incorporated into this Amendment No. 4.

Amendment No. 4 to Agreement/N. Harris Computer Corporation Rev. 10/25/2019

Page 3 of 8 ends

STATEMENT OF WORK:

DISCOVERY ENGAGEMENT TO DISCUSS AND REDESIGN THE ENERGY IP (EIP)

INTEGRATION
Date: March 1, 2024
Customer: City of Santa Clara
Attention: Tim Lynch
Support Call: 2078639
Department: NS-PS
Fixed Price: $10,857
Services Description: City of Santa Clara ("Santa Clara") has requested a Discovery engagement to discuss and redesign the Energy IP ("EIP") integration. The objective of the discovery will be to identify and evaluate the business and technical parameters that are necessary to achieve the integration of EIP with the Customer Information System (CIS) including planned upgrades to the CIS.

The purpose of the discovery will be to engage in meaningful conversation, deliberation and discussion that will help guide a path forward to set technical and business parameters which will be developed and documented.

This engagement will include but not be limited to:

Reviewing the business requirements, exploration on the optional methods available to Santa Clara to move forward with post discovery, discussion on the possible pros and cons of different methods and document what possible technical paradigms that may exist, costs and timelines for the potential options.

Defining the business rules for processing information coming from Santa Clara's EIP system
• Defining the interaction points between Santa Clara's EIP system and the CIS • Defining the communication interface between Santa Clara's EIP system and the CIS This Discovery engagement will involve remote meetings with a Northstar Project Manager and Solution Architect and involve power users and/or managers from Santa Clara.

Scope of Work:

Participate in technical meetings with Santa Clara, and EIP team to understand technical requirements and explore possible options to meet integration requirements • Review current Java Message Service (JMS) based integration to meet new requirements
Discuss and confirm an approach method for migrating the current integration Review current integration to understand effort to make necessary changes to support the decided approach
Deliverable: Present EIP integration design recommendation and level of effort to Santa Clara for costing and signoff.

Amendment No. 4 to AgreemenUN. Harris Computer Corporation Rev. 10/25/2019

Page 4 of 8 ends

Consultant shall provide schedule, and status updates on Services performed during the Term.

Assumptions:

Santa Clara will ensure the appropriate staff is available to work with Northstar resources remotely. It is expected that the individuals identified will have experience in the day-to-day operations and will work closely with the consultants to resolve issues, requests or questions as required and will be actively engaged in the discovery process. • Quote is based on a standard 8-hour workday. If there are any changes to the hours required, scope or our understanding of the scope, the price is subject to change.

Additional follow up or support for remote activities once site visit is complete will be submitted for approval pursuant to the terms under Additional Services in this Scope of Work.

The consultants will work remotely and virtually with Santa Clara and will have ready access to appropriate personnel in the user departments and to the technical documentation associated with the systems.

Acceptance Terms:

Except as otherwise expressly set forth herein, this SOW is governed by the terms and conditions of Santa Clara and Northstar Master Services Agreement dated August 22, 2017.

The work contained within this document is deemed completed and accepted once remote activity is completed and the Discovery document has been received by Santa Clara.

Price:

This is a fixed price quote of $10,857 based on the scope described above. If there are material changes to the scope, the price is subject to change.

Any additional scope will be submitted for authorization pursuant to the Additional Services section below and charged at a rate of $235/hr.

Price excludes any applicable taxes.

Payment Terms:

Contractor will invoice payment milestones as follows:
60% on Effective Date (Deposit)
25% on delivery of remote Discovery Review
• 15% on delivery of Discovery Document
Invoices are due within 30 days of the receipt of invoice.

Contractor will not initiate any work until the Deposit is received.

Amendment No. 4 to Agreement/N. Harris Computer Corporation Rev. 10/25/2019

Page 5 ends

Termination:

The City may terminate this scope of work with ten (10) days prior written notice to Northstar. In such event, Northstar shall have no further rights hereunder, except that NorthStar shall be paid for all Services adequately rendered prior to such termination.

Additional Services:

Any other services identified during the discovery shall be at additional cost. The City has set aside the amount of $60,000 for such additional services associated with this scope of work. For additional services associated with this project, Contractor shall submit a scope of work in substantially the same format as Exhibit E. If approved by City, additional services that do not exceed $60,000 will be authorized by a written Task Order in substantially the same format as Exhibit E. Additional services that exceed $60,000 will require an amendment to this Agreement in advance of initiating work.

Amendment No. 4 to AgreemenUN. Harris Computer Corporation Rev. 10/25/2019

Page 6 ends

SECOND REVISED EXHIBIT B

FEE SCHEDULE

1. MAXIMUM COMPENSATION
Contractor shall bill at the rates and upon the schedules set forth in the three "Statement of Work" documents attached to Second Revised Exhibit A, and such payment are expressly subject to section 34 of the Agreement, entitled "Retention." In no event shall the amount billed to City by Contractor for services under this Agreement exceed Five Hundred Thirty-Seven Thousand and Fifty-Six Dollars ($537,056), subject to budget appropriations.

Statement of Work for Smart Energy Water Integration" dated July 13, 2020 version 1.5.

Statement of Work: Discovery Engagement to Discuss and
Redesign the Energy IP (EIP) Integration
$10,857 Authorized by this Amendment No. 4
Up to $60,000 may be authorized using Task Order as
specified in Amendment No. 4
Maximum Compensation
Amendment No. 4 to Agreement/N. Harris Computer Corporation Rev. 10/25/2019
Total
$230,055
$46,593
$189,551
$70,857
$537,056

Page 7 of 8 ends

[TITLE]
Date:

Customer: City of Santa Clara
Attention: Tim Lynch
Services Description:

Scope of Work:

Approach:

Assumptions:

Acceptance Terms:

EXHIBIT E

TASK ORDER FORM
Support Call:

Department:

Not to Exceed Price:

Except as otherwise expressly set forth herein, this SOW is governed by the terms and conditions of Santa Clara and Northstar Master Services Agreement dated August 22, 2017.

Price:

Payment Terms:

Payment milestones to be invoiced as follows:

Termination:

Additional Services:

Amendment No. 4 to AgreemenUN. Harris Computer Corporation Rev. 10/25/2019

Page 8 of 8 ends

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-168 Agenda Date: 3/19/2024

REPORT TO COUNCIL

SUBJECT
Authorize City Manager to Negotiate and Execute Amendment No. 4 to the Agreement with N. Harris Computer Corporation for the NorthStar CIS Utility Billing System for Silicon Valley Power

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
After a highly competitive process in 1998, the City of Santa Clara selected Harris Computer Corporation (Harris) to provide NorthStar Customer Information System (NorthStar CIS) as the City’s utility billing system. The NorthStar CIS is a citywide, integrated, comprehensive customer service solution. It is the backbone of the customer billing ecosystem with ten user applications operating on the platform to enable seamless integration between meter reading, service orders, meter data management, generation of utility bills, collection of various payment channels, and customer service delivery channels including, a call center and on-line self-service web portal. The NorthStar CIS also enables customers to turn on and off their utility services as well as perform other service-related activities.

On September 26, 2017, City Council authorized the City Manager to execute an agreement with Harris to upgrade the NorthStar CIS system from version 6.3 to version 6.4 with a maximum compensation of $276,648.

On November 10, 2020, City Council authorized the City Manager to execute Amendment No. 1 to extend the term of the Agreement through December 31, 2023, with no change to the maximum compensation of $276,648, and authorized the City Manager to negotiate and execute future amendments to the agreement with N. Harris Computer Corporation for additional work related to the Smart Energy Water (SEW) project and change of banking services and extend the term, if required, to complete the additional work.

On December 16, 2020, the City executed Amendment No. 2 to increase compensation by $189,551 for a revised maximum compensation not to exceed $466,199, for additional work related to the Statement of Work: Smart Energy Water Integration.

In January 2024, the City executed Amendment No. 3 to extend the term through December 31, 2025, to complete the customer self-service portal project.

DISCUSSION
Silicon Valley Power (SVP) is updating its meter data management system. Once the updates are complete, SVP will be able to export 15-minute meter data to other systems, significantly reducing City of Santa Clara Printed on 3/26/2024Page 1 of 3
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24-168 Agenda Date: 3/19/2024
staff time to troubleshoot system communications issues, and better support customer service activities relating to energy usage. Other benefits include use of current and supported technology stacks, reduced staff time for upgrades, and improved dynamic reporting to further find efficiencies in workflows.

To complete the work, SVP will need to upgrade the Honeywell NetSense System (Data Collection), Siemens EnergyIP (EIP) System (Data Management), and the NorthStar CIS. Staff is working with all the vendors and is ready to proceed with the work and contract amendment with Harris.

The proposed work with Harris will proceed in a two-step process. The first step will be a discovery process to identify and evaluate the business and technical parameters that are necessary to achieve the integration of EIP with the NorthStar CIS, including planned upgrades. The second step will be to perform any additional work identified during the discovery process.

The cost of the discovery scope is $10,857, however, staff is also requesting authorization for an additional $60,000 for any work identified during the discovery phase. If the additional cost is expected to exceed $60,000, staff will return to City Council for further authorization. Staff recommends authorization for the City Manager to negotiate and execute Amendment No. 4 to add additional scope and funding for required SVP services to implement needed upgrades. The proposed scope of work includes a task order process to cover additional identified work under the terms of the amendment.

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

FISCAL IMPACT
The proposed Amendment No. 4 adds $70,857 (funded by SVP) to the contract and increases the maximum compensation from $466,199 to $537,056. Funding for Amendment No. 4 is available in the SVP Operating Budget.

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

RECOMMENDATION

1. Authorize the City Manager or designee to (1) negotiate and execute Amendment No. 4 to the Agreement with N. Harris Computer Corporation for the NorthStar Customer Information System (NorthStar CIS) Utility Billing System to modify the scope of services and increase the maximum City of Santa Clara Printed on 3/26/2024Page 2 of 3
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24-168 Agenda Date: 3/19/2024
compensation by $70,857 from $466,199 to $537,056, subject to the review and approval as to form by the City Attorney; and

2. Authorize the City Manager or designee to take any actions necessary to implement and administer the Agreement as amended.

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

ATTACHMENTS

1. Scope of Work for Discovery (part of Amendment No. 4)

2. Amendment No. 3

3. Amendment No. 2

4. Amendment No. 1

5. 2017 Harris Agreement
City of Santa Clara Printed on 3/26/2024Page 3 of 3
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Amendment No. 5 to Agreement/N. Harris Computer Page 1 of 4 Rev. 10/25/19

Ebix Insurance No. S200002211

AMENDMENT NO. 5

TO THE AGREEMENT FOR THE PERFORMANCE OF SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
N. HARRIS COMPUTER CORPORATION

PREAMBLE
This agreement (Amendment No. 5) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and N. Harris Computer Corporation, a Canadian 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 the Performance of Services by and between the City of Santa Clara, California, and Northstar Utilities Solutions’, dated December 7, 2017 (Agreement) for the purpose of having Contractor provide professional services and software related to the Northstar Customer Information System;
B. The Agreement was previously amended by Amendment No. 1, dated December 1, 2020, Amendment No. 2, dated December 16, 2020, Amendment No. 3, dated January 2, 2024, and Amendment No. 4, dated May 1, 2024. The Agreement and all previous amendments are collectively referred to herein as the “Agreement as Amended’; and
C. The Parties now wish to amend the Agreement as Amended to increase the maximum compensation by $112,174 for a revised not-to-exceed amount of $649,230 for additional work supporting the NorthStar CIS migration and upgrade project.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Second Revised Exhibit A of the Agreement as Amended, entitled “Scope of Services”, is hereby replaced with Third Revised Exhibit A, attached hereto and incorporated into the Agreement as Amended.

2. Second Revised Exhibit B of the Agreement as Amended, entitled “Fee Schedule”, is hereby deleted in its entirety and replaced with Third Revised Exhibit B, attached hereto and incorporated into the Agreement as Amended.

Docusign Envelope ID: AE4A4425-9CF3-47ED-9F64-492118C9EB77

Amendment No. 5 to Agreement/N. Harris Computer Corporation Page 2 of 4 Rev. 10/25/2019

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

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

GLEN R. GOOGINS
City Attorney

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

“CITY”

N. HARRIS COMPUTER CORPORATION
A Canadian corporation

Dated:

By (Signature):

Name: John Becconsall
Title: VP, Sales & Marketing
Principal Place of
Business Address: 1 Antares Dr., Ottawa, ON
Email Address: [email protected]
Telephone: 1 404-307-4077
Fax:
“CONTRACTOR”

Docusign Envelope ID: AE4A4425-9CF3-47ED-9F64-492118C9EB77 5/1/2025 | 3:39 PM PDT
5/9/2025 | 11:23 AM PDT
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Amendment No. 5 to Agreement/N. Harris Computer Corporation Page 3 of 4 Rev. 10/25/2019

THIRD REVISED EXHIBIT A

SCOPE OF SERVICES

The Services to be performed for the City by the Contractor under this Agreement are more fully described in the Statements of Work referenced below. These statements of work are hereby incorporated into this Third Revised Exhibit A.

1. “Statement of Work, City of Santa Clara, Northstar Version 6.4 Upgrade” dated August 17, 2017, version 2.1, attached and incorporated into the Agreement executed on December 7, 2017;

2. “Statement of Work, City of Santa Clara, Core Automation Suite Subscription” dated August 17, 2017, version 2.1, attached and incorporated into the Agreement executed on December 7, 2017;

3. “Statement of Work: City of Santa Clara, Smart Energy Water Integration” dated July 13, 2020, version 1.5, attached and incorporated into Amendment No. 2;

4. “Statement of Work: Discovery Engagement to Discuss and Redesign the Energy IP (EIP)” dated March 1, 2024, attached and incorporated into Amendment No. 4; and

5. “Statement of Work: Northstar CIS and Add Ons Migration (On Premise), Archive Purge” dated December 20, 2024, attached and incorporated into this Amendment No. 5.

Docusign Envelope ID: AE4A4425-9CF3-47ED-9F64-492118C9EB77

Amendment No. 5 to Agreement/N. Harris Computer Corporation Page 4 of 4 Rev. 10/25/2019

THIRD REVISED EXHIBIT B

FEE SCHEDULE

1. MAXIMUM COMPENSATION

Contractor shall bill at the rates and upon the schedules set forth in the five “Statements of Work” documents attached to Third Revised Exhibit A, and such payments are expressly subject to Section 34 of the Agreement, entitled “Retention”.

In no event shall the amount billed to the City by Contractor for services under this Agreement exceed Six Hundred Forty-Nine Thousand Two Hundred Thirty Dollars ($649,230), subject to budget appropriations.

Statement of Work Total
Statement of Work, City of Santa Clara, Northstar Version 6.4 Upgrade, dated August 17, 2017, version 2.1
$230,055
Statement of Work, City of Santa Clara, Core Automation Suite Subscription, dated August 17, 2017, version 2.1
$46,593
Statement of Work for Smart Energy Water Integration, dated July 13, 2020 version 1.5
$189,551
Statement of Work: Discovery Engagement to Discuss and Redesign the Energy IP (EIP) Integration
$10,857 Authorized by Amendment No. 4
Up to $60,000 may be authorized using Task Order as specified in Amendment No. 4
$70,857
Statement of Work: Northstar CIS and Add Ons Migration (On Premise), Archive Purge
$112,174
Maximum Compensation $649,230

Docusign Envelope ID: AE4A4425-9CF3-47ED-9F64-492118C9EB77 Statement of Work:

NorthStar CIS and Add Ons Migration
(On Premise), Archive Purge
City of Santa Clara, CA
December 20, 2024
Docusign Envelope ID: AE4A4425-9CF3-47ED-9F64-492118C9EB77 NORTHISTAR™

UTILITIES SOLUTIONS
Revision Control
Document Title: Santa Clara – NorthStar CIS Migration
Version Date Y-M-D Author Details / Comments
1 2024-09-05 Andrea Evans Initial version of the document. 2 2024-10-18 A. Evans Revisions from Santa Clara Review:

Added UAT and post go live support, 1
extra database refresh, fit gap noted,
training section added, included CC2 now
as migrating to new servers, updated
pricing, added discovery workshop, added
Archive
Purge scope and level of effort
3 2024-11-21 A. Evans Revisions
4 2024—12-05 A. Evans Verbiage updates
5 A. Evans Final Sow reviewed with Luis + Gill Dec.
17 2024
6 2025-01-27 A. Evans Draft revisions with SC amendment cover and edits, pricing updated for 45 UAT
Docusign Envelope ID: AE4A4425-9CF3-47ED-9F64-492118C9EB77

TABLE OF CONTENTS
1 Introduction ........................................................................................................................ 7

1.1 Objective ............................................................................................................................... 7 2 Service Description............................................................................................................. 8

2.1 Areas within Scope .............................................................................................................. 8

2.2 Areas Out of Scope ............................................................................................................12 3 Estimated Timeline ........................................................................................................... 12 4 Change Management Process .......................................................................................... 14 5 Fees & Payment Schedule ................................................................................................ 15

5.1 Fees .....................................................................................................................................15

5.2 Payment Schedule .............................................................................................................15

5.3 Travel and Living Expenses ...............................................................................................16 6 Termination ...................................................................................................................... 16 7 Project Assumptions ........................................................................................................ 17 8 Document Acceptance and Signoff .................................................................................. 19 9 Appendix A - Hardware & Software Specifications ........................................................... 20 Docusign Envelope ID: AE4A4425-9CF3-47ED-9F64-492118C9EB77 1 INTRODUCTION
City of Santa Clara , hereafter referred to as “ Santa Clara”, will be migrating the NorthStar CIS, mCare legacy, RAW, CustomerConnect2 and specified add ons from the current OS and database 2012 environments to new Windows 2022 servers and the latest SQL server databases . Santa Clara will be updating the CIS to the most recent software release 6.X.X as part of the migration project. Reports Anywhere will also be updated as a part of this project with overview training, and an additional four weeks of user acceptance testing has been reflected in the level of effort of the project, as well as 1 additional data refresh and additional post go-live support. An archive and purge process has also been incorporated into this project.

Santa Clara will be engaging NorthStar Utilities Solutions, an unincorporated division of N. Harris Computer Corporation (“NorthStar”) to assist with the migration to a new environment.

The purpose of this document is to provide information on the scope of work and level of effort associated with NorthStar’s involvement with the NorthStar CIS migration.

1.1 Objective
This Statement of Work (SOW) defines the work to be performed by NorthStar, an unincorporated division of N. Harris Computer Corporation, for the NorthStar migration project. This SOW includes a high-level timeline, fees, and other terms and c onditions specific to the services requested by Santa Clara. Any additional requests for services that are not defined within this SOW will result in change orders with applicable fees.

Changes to this document shall be made through a change management process as described later in this SOW.

Docusign Envelope ID: AE4A4425-9CF3-47ED-9F64-492118C9EB77 2 SERVICE DESCRIPTION

2.1 Areas within Scope

2.1.1 Migration Scope
All migration activities to be performed remotely, unless otherwise requested.

The scope of this statement of work is to migrate Santa Clara’s NorthStar CIS and add on applications from the current 2012 servers to new 2022 servers. NorthStar will also be updating the CIS to the latest release level at the time of migration 6.X. The version release will be verified by the NorthStar Professional Services team during kickoff with Santa Clara.

NorthStar applications to be ported to the new Santa Clara environment include:
• NorthStar CIS – Production, Test and Dev Environments • CustomerConnect2
• mCare Legacy (mCare)
• Reports Anywhere (RAW)
• Executive Information System (EIS)
• Meter Exchange (MEX)
• Rest API
• Automation Platform (AP core)
Migration Notes:
• Additional effort has been added to this project for NorthStar to preserve all efforts to-date in Santa Clara’s DEV environment that affect their SEW portal. • Existing Santa Clara production Servers are:

VSRVPRDNSAP03 (NS Application Server)
VSRVPRDNSMC03 (Mcare)
VSRVPRDNSRA03 (Reports Anywhere)
VSRVPRDNSCC03 (Customer Connect)

2.1.2 Migration Approach
A NorthStar Project Manager (PM) will be the primary point of contact for Santa Clara on the NorthStar CIS migration. The PM has the overall accountability to successfully deliver the services required for a successful migration and software update within agreed upon timeframe and budget. The project team will directly report to the PM and the PM will have the authority and support to manage the project team in the best interest of the project. The PM is also accountable for the following high-level project activities:
• Interface with Santa Clara assigned PM.
• Conduct regular internal project meetings to ensure that all aspects of the project are understood by the team and that progress and risks are properly reported.

Docusign Envelope ID: AE4A4425-9CF3-47ED-9F64-492118C9EB77 • Conduct regular project meetings with Santa Clara and provide regular status reports throughout the migration project.
• Review of project status, schedule, risks, resources as well as any other issues that may affect the success the project.

2.1.3 Additional Discovery Workshop on Custom Modifications and Automation Platform Workflows
• NorthStar and Santa Clara will engage in a discovery workshop to identify custom modifications and current automation platform workflows. • The intent of this discovery is to confirm what workflows and custom modifications will be included in the migration project, and identify any that may be out of scope, at risk, or are no longer compatible with the upgrade.
• At this time NorthStar cannot guarantee that every current customization or workflow will be compatible and included in the migration project.

2.1.4 NorthStar CIS, EIS, DEV, mCare, CustomerConnect2 (CC2) and Cognos Installation • Backup the NorthStar CIS, mCare, CustomerConnect2 and Cognos databases from the existing production servers.
• Restore backup and configure database access to new NorthStar servers. • Install NorthStar CIS, CC2, Cognos, Meter Exchange, mCare Legacy, Executive Information System, Dev, Automation Platform Core applications, and REST API on new servers according to NorthStar 6.X CIS Software and Hardware specifications listed in Appendix A. • Update applications and databases to NorthStar maintenance to latest release NorthStar CIS 6.X Release version to be determined with the NorthStar Project Manager. • Install NorthStar Navs and configure access to NorthStar, EIS, RAW, CC2 & mCARe non- production instances.
• Perform installation sanity testing prior to turning the system over to Santa Clara for validation.

2.1.5 NorthStar CIS Data Refreshes
• NorthStar will perform 3 data refreshes throughout the migration project. The initial data refresh will be included with the installation of NorthStar 6.X.X for UAT. The second data refresh will be on mock cutover or UAT and the third will be performed upon Go LIVE production cutover. Any requests for additional data refreshes will be considered at an additional cost/schedule impact to the project.

Docusign Envelope ID: AE4A4425-9CF3-47ED-9F64-492118C9EB77

2.1.6 User Acceptance Testing
• Upon deployment and update of the NorthStar CIS into new environment, Santa Clara will have thirty (30) business days for acceptance testing, during which time, issues reported within the 30 days will be resolved at no charge provided they are part of the original scope of work. At that time the Go LIVE will be scheduled on agreement from Santa Clara. • If a project delay is encountered due to external factors outside of NorthStar’s control, and User Acceptance Testing needs to extend beyond the 30 business days window for UAT remediation testing NorthStar and Santa Clara will analyze the results of this external factor on the project timeline to determine if there is a need for a change request to reflect a substantial change to the project plan, budget, or timeline.

2.1.7 Training
• Beginning of project: Fit gap to review feature and functionality changes • 6.4 to 6.X overview training
• Reports Anywhere / Cognos overview training

2.1.8 Go LIVE Cut Over Preparation
• NorthStar and Santa Clara will develop a full checklist of all cut over activities including timing and responsibilities.

2.1.9 Go LIVE Cut Over
• Go LIVE cut over for will be performed over a single weekend. As this work must be performed over a weekend an after-hours premium applies to this service. • Restore CIS and add on databases backup from production. • Update the databases to CIS 6.X.X. in test and promote to production. • Redirect mCare, CC2, EIS and RAW production server(s) to new NorthStar CIS Production environment upon Go LIVE.
• Provide up to 4 hours of dedicated testing support to Santa Clara during Go LIVE weekend. • Redirect CC2 production server to new NorthStar CIS LIVE environment upon Go LIVE.

2.1.10 Post LIVE
• Provide dedicated post LIVE support for forty-five business days after Go LIVE cut over prior to transition back to NorthStar Support Services.

Docusign Envelope ID: AE4A4425-9CF3-47ED-9F64-492118C9EB77 • Install the NorthStar CIS, EIS, mCare, RAW and CustomerConnect2 applications on the new non-production servers.
• Backup the NorthStar CIS and add on databases from the new production servers. • Restore backup and configure database access to new non-production server. • Redirect NorthStar add ons non-production servers to new non-production servers. • Install and configure EIS, Reports Anywhere, CustomerConnect2 and mCare add-on applications from the production to the non-production server.

2.1.11 Archive & Purge
• Two archive purges are included. One in TEST, one in GO LIVE • NorthStar to perform the first archive purge post migration. • The archive purge would be completed and testing NorthStar will begin. • Includes first archive purge, if any subsequent purges are required or requested these will be billed at an additional 10 hours each
• In the event a data related issue is encountered which would involve a code change, additional billable hours will be required.
• Create new SQL database for the 6.X Archive instance. • Install archive and purge scripts developed for SQL Server. • Run archive scripts against existing non-production instance. • Provide Customer with pre & post archive reports for validation purposes. • Provide testing support during Customer validation of data archive. • Once archive process is complete run purge scripts against NorthStar Non-production. • Provide Customer with pre and post purge reports for validation purposes. • Provide testing support during Customer validation of data purge. • Upon Customer approval run archive and purge scripts against NorthStar Production instance.

2.1.12 Santa Clara Responsibilities
Following are the key responsibilities of Santa Clara under this agreement:
• Ensure that underlying infrastructure for NorthStar is acquired and installed by the required time per agreed upon project plan (Note: Minimum specifications for servers and workstations should be discussed and agreed upon at commencement of project.) • Install server(s) with appropriate network connectivity. • Install operating system and partition disk space.
• Install database software.
• Configure back up and maintenance routines for new database. • Install Microsoft IIS.
• Create users at the operating system level.

Docusign Envelope ID: AE4A4425-9CF3-47ED-9F64-492118C9EB77 • Ensure port 1433 has been enabled for communication with the database server. • Configure peripheral devices (printers, scanners, cash drawers, etc.). • Install VPN connection.
• Test hardware components and environment.
• Conduct migration testing.
• Ensure that Smart Energy Water (SEW) redirects their customer portal to the new CIS non- production environment
Engagement Completion Criteria
The Engagement is deemed completed once the NorthStar add ons have been deployed to the Santa Clara production environment for twenty business days and that any Priority 1 items raised during that period have been resolved. NorthStar has the exclusive right to classify call types according to the definitions below.

Call Type Definition
Priority 1 – Urgent or High Priority • System Down (Software Application, Hardware, Operating System, Database)
• Impacts Critical Business Function without a workaround • Performance issues of severe nature impacting critical processes.

Priority 2 – Medium Priority • System errors that have workarounds • Impact to business function is not critical:
• Performance issues not impacting critical processes
• Usability issues
• Workstation connectivity issues (Workstation specific) Priority 3 – Low Priority • Minimal or no impact to critical business function • Report formatting issues
• Training questions, how to, or implementing new processes • Aesthetic issues
• Issues with workarounds for large majority of accounts • Recommendations for enhancements on system changes
• Questions on documentation

2.2 Areas Out of Scope
Anything in this section and not listed in the above “Areas within Scope” is considered out of scope for this SOW. Specific items that are currently out of scope of this engagement include:
• Migrating any server and database related scheduled jobs or automated scheduled tasks. 3 ESTIMATED TIMELINE
The estimated duration of this engagement is approximately 4-5 months.

Docusign Envelope ID: AE4A4425-9CF3-47ED-9F64-492118C9EB77 Timeline Activities
Month 1 • Santa Clara Environment Preparation
• Project Kick Off
• NorthStar CIS, mCare, CC2, RAW, EIS Installation & Configuration • NorthStar Internal Sanity Testing
Month 2-4 • Santa Clara Testing & Issues Remediation
Month 4-6 • Go LIVE Cut Over Preparation
• Go LIVE Cut Over
• Post LIVE Support
• Create CIS and add ons Non-Production Instances (Dev + Test) • Transition to Support Services
• Archive Purge - TBC
There are a number of factors to be considered that will have an associated un-planned increase in effort and will therefore impact the project schedule. These factors are typically not determined until project kick-off and will be a key input into the final Go LIVE date and may result in additional cost. NorthStar will notify Santa Clara of any increase in effort and will provide Santa Clara with a Change Order according to section 4 Change Management Process. These factors include:
▪ Data:
• Data clean-up (if required) by Santa Clara.
• Amount of data – consideration needs to be given to the amount of historical data required and how long it will take to obtain the data.
▪ Peripherals:
• If Santa Clara has special print handling – paper source, special commands, this will create additional effort.
• An increase or replacement of equipment with the migration (i.e. cash drawer). ▪ Project Resourcing:
• In the event that Santa Clara staff is unable to be dedicated to the agreed upon project plan, resulting in an extension of the timeline, NorthStar will evaluate the need for a Change Order for additional Project Management and dedicated support services to extend the project timeframe.

Docusign Envelope ID: AE4A4425-9CF3-47ED-9F64-492118C9EB77 4 CHANGE MANAGEMENT PROCESS
NorthStar will maintain the SOW with formal documentation denoting agreed upon changes.

Santa Clara and NorthStar may propose changes to this SOW addressing services falling outside the scope of services described in this SOW (“Change”). The Change Order form must be used for all change requests. NorthStar shall have no obligation to commence work in connection with any change until the fee and schedule impact of the change is agreed upon in a written Change Order form signed by the designated representatives from both parties.

Within 5 consecutive business days of receipt of the change order form, Santa Clara shall either indicate acceptance or rejection of the proposed change by signing the Change Order form or any other period of time mutually agreed to by the parties. If NorthStar is advised not to perform the change, then NorthStar shall proceed only with the original services. In the absence of Santa Clara acceptance or rejection of the Change Order, NorthStar will not perform the proposed change.

Docusign Envelope ID: AE4A4425-9CF3-47ED-9F64-492118C9EB77 5 FEES & PAYMENT SCHEDULE

5.1 Fees
CIS Update, On-Premise Migrations, Archive Purge
Description Pricing
Migration + Archive Purge - Professional Services:
$112,174
- Project Management
- CIS, CC2, EIS, RAW, Dev, mCare Installation & Configuration - CIS 6.X Update
- RAW version update and overview training
- CIS overview training on latest version and a fit gap on feature and functionality comparison 6.4 to 6.X
- Additional preservation of SEW setups in current TEST environment
- Additional workshop – custom mods and workflows
- Additional UAT time included – 45 days total
- 1 additional data refresh included
- Go LIVE Cut Over
- Post LIVE Support
- Archive and Purge
- Additional post Go Live support
Project Total $112,174

5.2 Payment Schedule
The NorthStar fees for the scope of services described in this Statement of Work is $112,174 USD based on fixed price plus any travel and logistics (T&L) which may be required. Any mutually agreed upon change controls will be billed at the standard NorthStar hourly rate at the time of delivery, 2025 hourly rates are $250 (regular hours) or $375 (overtime/after hours) when incurred. Price excludes any applicable taxes.

Services:

1. 25% upon completion of the Project Kick-Off meeting, to include Contractor’s assigned Project Manager, and delivery of a detailed project schedule ($28,044).

2. 25% due on software installed within Santa Clara’s non-production environment ($28,043)

3. 25% upon completion of fit gap and overview 6.4 to 6.X.X workshop (as referenced in

2.1.7) ($28,044)

4. 10% due upon software deployment to TEST for User Acceptance Testing and completion of the first included Archive and Purge process (as referenced in 2.1.6 &

2.1.11) ($11,217)

5. 10% due upon completion of Go LIVE tasks and the second included Archive and Purge process (as referenced in 2.1.9 & 2.1.11) with successful cutover. ($11,217)

6. 5% due upon 45 business days after going LIVE (as referenced in 2.1.10) ($5,609) Docusign Envelope ID: AE4A4425-9CF3-47ED-9F64-492118C9EB77 Invoices are payable upon receipt.

Quote is valid for 60 days from date of delivery.

After 60 days the quote will be considered expired and would need to be reassessed and re - quoted if still required.

5.3 Travel and Living Expenses
The above-mentioned fees do not include any travel and per diem expenses incurred for on -site visits required for this engagement.

Any travel time will be billed at $75/hour. Santa Clara shall also pay or reimburse travel expenses plus a per diem reasonably incurred in furtherance of NorthStar duties hereunder. 6 TERMINATION
Termination of this SOW is pursuant to the Agreement between the parties entered into on December 7, 2017.

Under no circumstances shall NorthStar be liable for any special, indirect, consequential, punitive or incidental damages of any kind and shall not be liable for loss of profits, works stoppage, system failure or malfunction, loss of data or any other damages or losses in connection with this statement of work, even if NorthStar has been advised of the possibility of such damages. In any event, NorthStar shall not be liable to pay any amount, in the aggregate, that is greater than the fees received by NorthStar under this statement of work.

Docusign Envelope ID: AE4A4425-9CF3-47ED-9F64-492118C9EB77 7 PROJECT ASSUMPTIONS
The s ervices, fees and delivery schedule for this engagement are based upon the following assumptions:
• Any items not explicitly identified within this document are considered out of scope. Any changes to those responsibilities and/or deliverables will be considered a change in scope for the engagement. Any proposed change to the engagement scope must be put into written format and be submitted to NorthStar during this engagement for review and consideration.
• This engagement currently has, and will continue to have, the support of senior Santa Clara management and will be assigned sufficient priority with respect to other projects to ensure its success.
• Santa Clara will assign a Lead to act as an internal resource and guide throughout this engagement.
• Santa Clara Lead will be responsible for securing the appropriate staff in a timely fashion in order to discuss or review the various materials produced when required. It is expected that the individuals involved will have experience in Santa Clara’s day-to-day operations and will work closely with NorthStar Consultants to resolve issues as required. The main purpose of this interaction is to provide a quick and consistent response to procedural issues.
• Santa Clara will provide access and support from the IT group and any other stakeholder, as deemed necessary by NorthStar throughout this engagement. • Santa Clara agrees to facilitate any required corporate logistics for the fulfillment of this agreement.
• NorthStar will require local administrator rights or root access to the NorthStar servers throughout the migration project.
• All project activities to be performed remotely, unless otherwise requested and scope for additional costs.
• Santa Clara will provide appropriate remote access to its network, facilities, and systems as may be required to perform activities from one of NorthStar’s locations. NorthStar shall abide by all rules and directions of Santa Clara when accessing Santa Clara’s network, facilities or systems.
• All documentation provided by Santa Clara shall be up-to-date and accurate or if that is not the case, advise NorthStar as such.
• All hardware, software, and network components supplied by Santa Clara are working properly and are free of defects and will meet minimum hardware standards provided during the engagement.
• The environment that has been installed, configured, and validated during the migration implementation will become the production environment at Go LIVE. In the event this production environment is required to be migrated to another server after the initial installation a Change Order may be applicable.
• Once the CIS and add on installations and CIS update has been completed and connectivity has been confirmed, NorthStar strongly recommends that the environment Docusign Envelope ID: AE4A4425-9CF3-47ED-9F64-492118C9EB77 remains static for the duration of the project. Troubleshooting performance or NorthStar functionality issues, resulting from environment changes, such as operating system updates and network modifications, is considered outside the scope of the migration project. Santa Clara will be issued a project change order for time incurred reviewing such issues. If at any point, it is confirmed that the issue is caused by NorthStar, all service charges will be waived.
• All third-party software and hardware products are assumed to perform correctly in Santa Clara environment, in accordance with the appropriate third-party vendor’s specifications. • To minimize project costs, majority of project work will be performed at one of the NorthStar’s locations except for project activities where face-to-face is deemed more effective.
• Price does not include Santa Clara approved travel and living expenses that may be required as part of the delivery of the engagement. (i.e. airfare, car rental, gas, per diem and hotel) NorthStar will work with Santa Clara to identify most cost-effective accommodations for Santa Clara’s onsite activities that are mutually agreed upon. • Price for this proposal is based upon Santa Clara obtaining all hardware and associated operating/ database systems.
• All data provided will be complete and clean. It is the responsibility of Santa Clara to clean data if deemed required due to the identification of inaccurate entries. • Santa Clara resources will be available as required for acceptance testing. It is expected that the individuals identified will have experience in the day-to-day operations and will work closely with the NorthStar Consultant to resolve issues as required. The main purpose for this interaction is to provide a quick and consistent response to procedural issues so that the NorthStar Consultant is not required to contact a large number of Users. • Santa Clara is responsible for preparing the underlining IT infrastructure (hardware installation, operating system, and network connectivity) and supply the required servers based on the minimum server specifications. This must be in-place per agreed upon project plan.
• Santa Clara is responsible to provide the non-production and production environments. • This project includes the migration of up to 10 automation platform workflows • The NorthStar application will not point to the Archive database. Any validation queries will need to be run through SQL.
• The archive and purge processes for the production instance will need to be run over a weekend to ensure there is no impact to processing in the production environment. • In the event a data related issue is encountered with the Archive Purge process which would involve a code change, additional billable hours will be required.

Docusign Envelope ID: AE4A4425-9CF3-47ED-9F64-492118C9EB77 8 DOCUMENT ACCEPTANCE AND SIGNOFF
Please return signed copy to Andrea Evans [email protected] Accepted on this day by:

City of Santa Clara, CA NorthStar Utilities Solutions
Signature: _________________________ Signature: __________________________ Name: ___________________________ Name: _____________________________ Title: ___________________________ Title: _____________________________ Date: ___________________________ Date: _____________________________ Project Contact:

Name: ________________________________
Email: _________________________________
Docusign Envelope ID: AE4A4425-9CF3-47ED-9F64-492118C9EB77 9 APPENDIX A - HARDWARE & SOFTWARE SPECIFICATIONS
This document specifies the minimum recommended hardware and software for NorthStar software implementation, including CIS, mCare, SilverBlaze and other add-ons.

This specification is for NorthStar CIS version 6.6 or higher only. It may not apply to other versions of NorthStar CIS software.

This specification is only Intended for sites with 50,000 active accounts or more.

Complete Server Inventory
CIS Application Server – Production
CIS – specification #1 in next section
CIS Application Server – Non-Production
CIS, Reports Anywhere, add-ons such as eDocs, EIS – specification #1 in next section CIS Extension and Report Application Server – Production and Non-Production Reports Anywhere, add-ons such as eDocs, EIS – specification #2 in next section MCare External Access Web Application Server – Production mCare 6 – specification #3 in next section
MCare External Access Web Application Server – Non-Production mCare 6 – specification #3 in next section
SilverBlaze External Access Web Application Server – Production SilverBlaze– specification #3 in next section
SilverBlaze External Access Web Application Server – Non-Production SilverBlaze– specification #3 in next section
Database Server – Production
All databases – specification #4 in next section
Database Server – Non-Production
All databases – specification #4 in next section
Docusign Envelope ID: AE4A4425-9CF3-47ED-9F64-492118C9EB77 Server Specifications

1. NorthStar CIS 6. X.X Application Servers for Production and Non- Production Environments
Minimum Hardware:
• 2 x Quad-core Xeon Processor
• 32 GB Memory
• 400 GB 15K SSD/SSHD (RAID)
Minimum Software:
• Windows 2019 Standard 64-bit
• VMWare supported
• Wildfly - to be installed by NorthStar
• Java - to be installed by NorthStar
• Genero - to be installed by NorthStar

2. NorthStar CIS 6. X.X Extension Servers for Production and Non- Production Environments
Minimum Hardware:
• 2 x Quad-core Xeon Processor
• 32 GB Memory
• 200 GB 15K SSD/SSHD (RAID)
Minimum Software:
• Windows 2019 Standard 64-bit
• VMWare supported
• Wildfly - to be installed by NorthStar
• Java - to be installed by NorthStar

3. MCare/SilverBlaze Application Servers for Production and Non- Production Environments
Minimum Hardware:
• Dual-core Xeon Processor
• 32 GB Memory
• 200 GB 15K SAS Drives (RAID)
Minimum Software:
• Windows 2019 Standard Edition 64-bit
• VMWare supported
• Apache Tomcat 9.0.4 or higher– to be installed by NorthStar Docusign Envelope ID: AE4A4425-9CF3-47ED-9F64-492118C9EB77 • Apache HTTP Server 2.4 or higher – to be installed by NorthStar • Java – to be installed by NorthStar
• Wildfly - to be installed by NorthStar

4. Database Servers for Production and Non-Production Environments Minimum Hardware:
• 2 x Quad-core Xeon Processor
• 32 GB Memory
• 1000 GB 15K SSD or SSHD (RAID) – no local backup
Minimum Software:
• Windows 2019 Standard Edition 64-bit
• SQL Server 2019 Standard Edition
• VMWare supported
Client Device Specifications:

CIS Client Computer:

Minimum Hardware:
• Quad Core CPU (Intel Core2, AMD Phenom…)
• 40GB hard drive (or higher)
• 8GB Memory
• Minimal resolution: 1360 x 786
Minimum Software:
• Windows 10 64 Bit
• JRE 8.X
• Microsoft Office 2010
MCare Client Device:

Recommended Devices:
• Apple iPad Mini 4 8"
• Apple iPad 5th Gen 9.7"
• Galaxy Tab S2 8"
• Galaxy Tab S2 9.7”
• Surface Pro 4 12.3"
Docusign Envelope ID: AE4A4425-9CF3-47ED-9F64-492118C9EB77 Minimum Hardware:
• Screen Size 8” (~320 ppi density) or 9.7" (~264) (4:3 ratio) • 1536 x 2048 pixels, 4:3 ratio
• GPU (required for smooth user experience)
• CPU dual-core 1.5 GHz
• 2GB of RAM
• Back Facing Camera
• LTE or LTE adapter
Docusign Envelope ID: AE4A4425-9CF3-47ED-9F64-492118C9EB77 City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-139 Agenda Date: 4/8/2025

REPORT TO COUNCIL

SUBJECT
Action on Authorizing the City Manager to Negotiate and Execute Amendments to the Agreement with N. Harris Computer Corporation for the NorthStar CIS Utility Billing System

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City of Santa Clara (City) originally selected N. Harris Computer Corporation (Harris) in 1998 through a competitive solicitation process and entered into an agreement for the NorthStar Customer Information System (NorthStar CIS). This integrated system serves as the backbone of the City’s utility billing system and supports various utility-related services. Key examples include the (i) mCare Legacy module for service requests and meter reading data and the (ii) CustomerConnect module, a public-facing portal for account access and bill payment.

In 2017, the City Council authorized the City Manager to execute a new agreement with Harris (2017 Agreement) to upgrade NorthStar CIS from version 6.3 to version 6.4, with a maximum compensation of $276,648.

On November 10, 2020 (RTC# 20-714), the City Council authorized the City Manager to (i) execute Amendment No. 1 to extend the term of the 2017 Agreement through December 31, 2023, with no change to the maximum compensation and (ii) negotiate and execute future amendments for additional work related to the transition of the customer payment system from NorthStar CIS to the City’s Smart Energy Water (SEW) platform for compliance with Payment Card Industry Data Security Standard (PCI DSS). The PCI DSS is a set of security requirements designed to protect cardholder data and reduce payment card fraud, applicable to any entity that stores, processes, or transmits cardholder data.

On December 16, 2020, the City executed Amendment No. 2 to increase compensation by $189,551 for a revised maximum compensation not to exceed $466,199 for the work related to the SEW project, as authorized under RTC# 20-714.

On January 2, 2024, the City executed Amendment No. 3 to the 2017 Agreement to extend the term through December 31, 2025 to accommodate additional time needed to complete the SEW project, as authorized under RTC# 20-714.

On March 19, 2024 (RTC# 24-168), City Council authorized the City Manager to negotiate and execute Amendment No. 4 to modify the scope of services to include work needed to ensure ongoing compatibility between the NorthStar CIS and Silicon Valley Power’s updated meter data management City of Santa Clara Printed on 4/4/2025Page 1 of 4
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25-139 Agenda Date: 4/8/2025
system. Additionally, the City Council granted the City Manager authority to increase the maximum compensation of the agreement by $70,857 to a revised not-to-exceed amount of $537,056 in support of this additional work.

The purpose of this report is to request City Council authorization for additional services required for the NorthStar CIS system.

DISCUSSION
Since the execution of the 2017 Agreement with Harris, the system has undergone various updates and modifications to maintain compliance with industry standards and ensure seamless operations with evolving City technologies and needs, as discussed above. Currently, two new work efforts have been identified.

NorthStar CIS Upgrade
The version of Northstar CIS currently in use is outdated and no longer supported by Harris. To improve performance, security, and compliance and to, the City staff desires to upgrade the NorthStar CIS to the latest version. This upgrade will improve prove performance and security, and it will also ensure the City benefits from new and updated features including updating the outdated 2012 Microsoft infrastructure and software with the latest releases (currently Microsoft Windows 2022 and Microsoft SQL Server 2022).

The project scope includes four weeks of user acceptance testing, 45 days of post go-live support, and training. The total cost for this upgrade is $112,174. mCare Legacy Replacement
The mCare application, a component of the NorthStar CIS system used for customer service functions, is at end-of-life. Harris has recommended replacing it with ServiceLink, which is Harris’ new product that is fully compatible with the NorthStar CIS system. This cloud-hosted solution offers significant advantages over mCare’s on-premise infrastructure, including improved mobility, scalability, and increased efficiency through customized modules for electric, trash, water and sewer services. ServiceLink also provides expanded user licensing, allowing the City to scale as needed.

To facilitate this transition, staff is requesting City Council authorization to negotiate and execute a future amendment to implement ServiceLink for an additional not-to-exceed amount of $100,000.

This request is in accordance with the Santa Clara City Code (City Code). Specifically, Section

2.105.280(b)(2) of the City Code permits procurement exemptions from the City Code’s competitive requirements when required to ensure operation or function to match other products with respect to the repair, expansion or completion of a system, existing structure or program currently in use by the City.

Continuing with Harris for this critical utility billing system component will ensure continued seamless integration and functionality. Implementation of ServiceLink will begin after the completion of the NorthStar upgrade, which is a prerequisite.

The annual recurring maintenance fee for ServiceLink will be $54,375, an increase of $39,825.41 from mCare’s current annual maintenance cost of $14,549.59 annually. This recurring fee will be City of Santa Clara Printed on 4/4/2025Page 2 of 4
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added to the existing software license/subscription agreement, already authorized under RTC 20- 714.

FISCAL IMPACT
The proposed Amendment No. 5 adds $112,174 to support the NorthStar CIS server migration and upgrade project with funding available through the Utility Management Information System (UMIS) Enhancements Project in the General Government Capital Fund (Project 6103).

Future amendments to support the mCare replacement are estimated to add $100,000 in implementation costs, funded by the Utility Management Information System (UMIS) Enhancements project. To ensure a smooth transition and maintain compliance, a 10% contingency amount of $21,217 is recommended, bringing the revised not-to-exceed amount to $770,447. This contingency accounts for additional work that may arise during implementation, such as at least two data refresh cycles, unforeseen integration issues with existing systems, configuration refinements to align with operational needs, and potential adjustments based on user acceptance testing feedback. Given the complexity of migrating to ServiceLink, this buffer provides a safeguard against unexpected challenges, ensuring that the system meets operational and compliance requirements effectively.

An estimated increase of $39,825 in annual subscription fees for ServiceLink for a total of $54,375 in annual subscription fees is anticipated for the Utility Billing Budget and will be incorporated into the budget as part the budget process.

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

RECOMMENDATION

1. Authorize the City Manager or designee to negotiate and execute amendments to the agreement with N. Harris Computer Corporation (Agreement) for the NorthStar Customer Information System (NorthStar CIS) Utility Billing System to implement the NorthStar server migration and upgrade and replace mCare with ServiceLink, and to increase the maximum compensation by $212,174, plus a 10% contingency amount of $21,217 for a revised not-to-exceed amount of $770,447, subject to the appropriation of funds and review and approval as to form by the City Attorney; and

2. Authorize the City Manager or designee to take any actions necessary to implement and administer the Agreement and execute future amendment(s) to (1) add or delete services, (2) City of Santa Clara Printed on 4/4/2025Page 3 of 4
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administer the Agreement and execute future amendment(s) to (1) add or delete services, (2) adjust future rates based on market conditions, (3) make de minimis revisions, and (4) extend the term as needed to complete the projects, subject to review and approval as to form by the City Attorney.

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

ATTACHMENTS

1. Amendment No. 4

2. Amendment No. 3

3. Amendment No. 2

4. Amendment No. 1

5. 2017 Harris Agreement
City of Santa Clara Printed on 4/4/2025Page 4 of 4
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-773 Agenda Date: 7/8/2025

REPORT TO COUNCIL

SUBJECT
Action to (1) Adopt a Resolution Declaring an Urgency in Accordance with Charter Section 1310, Contracts on Public Works, to Allow for the Award of Contracts for Projects Implementing Security Measures to Mitigate Risks to Public Services and Facilities without Advertising for Bids, (2) Authorize the City Manager to Execute Agreements, Amendments, and Change Orders for Services, Equipment and Materials in connection with the Implementation of Security Measures to Mitigate Risks to Public Services and Facilities, (3) Approval of one full-time position to develop, implement, and manage Silicon Valley Power’s security measures and (4) Approve Related Budget Amendment

BACKGROUND
On June 17, 2025, in closed session, the City Council received a presentation regarding security risks and vulnerabilities at certain City facilities; this included a presentation from a representative of the U.S. Department of Homeland Security, Cyber & Infrastructure Security Agency (CISA). With risk and threat levels on the rise, both here in the U.S. and internationally, and with the City scheduled to host high-profile international events in 2026, there is an urgent need to address these vulnerabilities.

One important and necessary step in this process is to expedite the City’s public works procurement process. This item presents options to accomplish this, with the main recommendation being that the City Council make a declaration of urgency under Section 1310 of the City Charter (City Charter) in order to allow staff to procure the necessary services without the need to engage in the full, formal public works project bid process. In addition, staff is requesting additional authorization and funding for services, material, and equipment. Silicon Valley Power (SVP) will also require an additional position to develop, implement, and manage SVP’s security measures, including the CISA recommendations.

DISCUSSION
In general, the City follows multi-step procurement processes to award public works and other public contracts. These provisions include, but are not limited to, Section 1310 (Public Works) of the City Charter, and Chapter 2.105 (General Services and Products) of the Santa Clara City Code.

Exceptions are allowed, however. One exception for public works is where the City Council determines there to be an urgent necessity for the preservation of life, health or property. This urgency exception is not frequently recommended or invoked. It can, however, be a useful tool in certain circumstances. For example, the urgency process was recently applied to expedite the improvements needed to re-open the City’s International Swim Center (ISC) facility. The City Council’s urgency declaration allowed amendments to an existing contract rather than a formal re- advertising for bids. In effect, a pre-qualified contractor was used for the work, and many months were saved. In that case, the City Council made the urgency finding in light of evidence that months of delay would likely have a material adverse impact on the long-term viability of aquatics user groups, the parents and youths participating in those groups, and the health and well-being of the City’s general population of youth, adults, and seniors who were being denied full access to City City of Santa Clara Printed on 7/3/2025Page 1 of 6
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aquatics programs and facilities.

In current matter before the City Council in order to address, in a timely manner, the vulnerabilities identified by CISA as part of its formal risk assessment of certain City facilities, City staff is recommending that the City Council make a finding of “urgency” under the City’s Charter to allow for the expedited implementation of the projects necessary to mitigate such risks. For public safety and security reasons, the specific nature and locations of these risks are not being detailed in this report.

In general, according to CISA’s standards, facility conditions that need to be addressed include:
exterior walls and fencing; security mechanisms at ingress/egress points; and video and activity monitoring systems. If such conditions are not promptly addressed, City facilities supporting the continuous delivery of critical City services, both on a day to day basis, and during high profile events, would be vulnerable to damage or destruction perpetrated by bad actors. If staff were to pursue conventional public works procurement processes to address these issues, from start to finish, the process would likely take between four and six months to complete, excluding project design. Expedited procurement processes would reduce this project timeline by many months. With the reported rise in threat levels, both internationally and within the U.S., and high-profile events on the City’s near time horizon, this projected conventional procurement process timeline is too long to leave this situation unmitigated. Staff’s assessment is that this situation constitutes an urgent necessity justifying the use of expedited procurement processes for the preservation of life, health and property.

Procurement Options
To support the accelerated timeline, staff is recommending a combination of standard and modified procurement approaches:
· Utilize Existing Contracts
. The City currently has active contracts that may be used for the procurement of services, materials, and equipment. For example, an agreement with Tucker Construction for fence installation and repairs can be amended to increase compensation and extend the term to cover the work required. Accordingly, as part of its recommendation, staff is requesting delegation of authority to the City Manager or their designee to amend the terms of existing City agreements in order to address the security risks of City facilities as soon as possible. Any amendment will include a revised scope of work, a budget for such work, provisions for change orders, an increase in the maximum compensation, term extensions, and other changes deemed necessary to complete the work in a timely manner in a form approved by the City Attorney. · Cooperative Purchasing Agreements
. Where appropriate, staff may use cooperative
purchasing agreements that have been competitively awarded by public agencies. This method allows the City to leverage existing contracts to procure services, materials, and equipment more quickly and efficiently while remaining compliant with the City’s procurement procedures.
· The Award of New Public Works Contracts Without the Full Bid Process . While some
of the anticipated work will be classified as “general services” covered by the City Code, the City will also urgently require “public works” projects to address the security vulnerabilities. Under Section 1310 of the Santa Clara City Charter public works contracts exceeding $1,000 must be awarded to the lowest responsive and responsible bidder after City of Santa Clara Printed on 7/3/2025Page 2 of 6
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notice by publication in an official newspaper by one or more insertions, the first of which shall be at least ten days before the time for opening bids. Based on a declaration of urgency by the City Council, this process can be substantially expedited by waiving certain formal bid requirements.

In support of this declaration, as discussed above, City Council received a presentation regarding security risks and vulnerabilities at certain City facilities; this included a presentation from a representative of the U.S. Department of Homeland Security, Cyber & Infrastructure Security Agency (CISA). With risk and threat levels on the rise, both here in the U.S. and internationally, and with the City scheduled to host high-profile international events in 2026, there is an urgent need to address these vulnerabilities. An expedited procurement process will reduce the time required to implement necessary improvements by many months.

Although the full, formal public works process will not be followed, whenever practical and possible, City public works staff will implement other practices to assure the award of contracts to qualified contractors at reasonable rates.

Additionally, the City will require services, materials, and equipment in connection with the implementation of security measures to mitigate risks to public services and facilities. The following will assist the City to timely complete the security measures. · Services, Material and Equipment Purchases
. Section 2.105.260 of the City Code
authorizes the City Manager to purchase services materials or equipment when the there is a threat to the lives, property or welfare of City residents. The facts that support such a determination are similar to the facts that support the City Council determination of an “urgency” in the public works context. As mentioned, CISA identified risks and vulnerabilities at certain City facilities with risk and threat levels on the rise, both here in the U.S. and internationally, and with the City scheduled to host high-profile international events in 2026, there is an urgent need to address these vulnerabilities. Therefore, the City Manager does have enough facts to support a determination under 2.105.260 of the City Code so that he may award service, materials and equipment procurements without further compliance with the City Code in order to mitigate the security risks. · Expedited Procurement Bidding Process
. For solicitations valued $250,000 or more,
Chapter 2.105 of the Santa Clara City Code requires certain posting requirements. Under section 2.105.260 of the City Code, the City Manager might need to choose not post solicitation under the City’s e-procurement system or otherwise post in accordance with any other provision of Chapter 2.105. However, under this expedited approach, staff would solicit bids by reaching out directly to qualified vendors. proposal.

Addition of 1.0 Full-Time Electric Program Manager Position SVP requires an additional position, one (1) Electric Program Manager, to implement the CISA security recommendations and other facility security measures. Among other responsibilities, this position will oversee the immediate deployment of security measures at seven (7) critical SVP locations over the next six months and the completion of other security measures for other assets in the future. This Electric Program Manager will also develop additional security measures, further streamline SVP’s physical security assessments, and manage all physical security contracts in close City of Santa Clara Printed on 7/3/2025Page 3 of 6
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25-773 Agenda Date: 7/8/2025
coordination with SVP engineering/operations groups and other City departments.

Appropriation of Funding
To address the security vulnerabilities, it is anticipated improvements will encompass the addition of security camera systems, barrier/k-rails installations, and fencing and perimeter security. These categories reflect broad areas required to address the security vulnerabilities and are a preliminary list that may not represent all required projects. Work will be prioritized to address the most critical locations. Staff recommends setting aside $20.0 million as a preliminary estimate for security improvement costs at the seven sites. Funding is available to be appropriated from the Electric Utility Fund’s Infrastructure Reserve, which sets aside funding for unforeseen and unbudgeted capital costs. At the time of this report, cost estimates provided are based on limited available information and are subject to refinement as staff continues to gather site-specific details and obtain formal pricing proposals from vendors. Adjustments to the funding need will be brought forward to Council as needed as the projects are further refined.

Coordination with Purchasing Division
SVP and the Purchasing Division will work closely to ensure that the City conform to the procurement methods listed above. These procurement methods will allow staff to move quickly to select vendors, issue purchase orders, and execute agreements and amendments necessary to secure materials and equipment (i.e., software, surveillance systems, and network infrastructure) required for the installation and implementation of security measures.

Reporting to Council
At the time this Report to Council was prepared, the full list of projects and overall scope of work was still being finalized. Staff will report back to the City Council as soon as possible, and periodically thereafter, with a summary of all agreements executed under the delegated authority, and the status of project implementation.

ENVIRONMENTAL REVIEW
The actions being considered are categorically exempt from the California Environmental Quality Act (“CEQA”) pursuant to the following sections of Title 14 of the California Code of Regulations: Section 15302 (Class 2 - Replacement or Reconstruction), in that the project would replace and reconstruct existing facilities on the same site and with substantially the same purpose and capacity as the structure replaced and Section 15303 (Class 3 - New Construction or Conversion of Small Structures), in that the project will construct limited numbers of new, small facilities or structures and equipment.

FISCAL IMPACT
The budget amendment below allocates funding from the Electric Utility Fund Infrastructure Reserve Ending Fund Balance to the Electric Utility Capital Fund Substation Physical Security Improvements Project to address security risks and vulnerabilities as recommended in this memorandum.

The annual cost of one full-time Electric Program Manager is approximately $301,000 and will be funded by the Electric Utility Fund. Considering potential hiring timelines and the anticipated vacancy savings from other existing unfilled positions, sufficient budget is available for the additional position City of Santa Clara Printed on 7/3/2025Page 4 of 6
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and a budget action is not recommended at this time. As positions are hired, SVP staff will monitor the operations budget, and if budget actions are needed for FY 2025/26, will coordinate operating budget adjustments, typically through monthly financial reports submitted by the Finance Department. Future budgets, revenue projections, and rate adjustment calculations will include the costs of these new positions. For future years, the annual cost will be incorporated into the operating budget through the regular process.

Budget Amendment
FY 2025/26
Current Increase/
(Decrease)
Revised
Electric Utility Fund (091)
Transfers To
Electric Utility Capital Fund $50,541,000 $20,000,000 $70,541,000 Ending Fund Balance
Infrastructure Reserve $50,000,000 ($20,000,000) $30,000,000 Electric Utility Capital Fund
(591)
Transfers From
Electric Utility Fund $50,541,000 $20,000,000 $70,541,000 Expenditures
Substation Physical Security
Improvements Project
$709,951 $20,000,000 $20,709,951

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

RECOMMENDATION

1. Determine that the proposed actions are exempt from CEQA pursuant to Section 15302 (Class 2 - Replacement or Reconstruction) and Section 15303 (Class 3 - New Construction or Conversion of Small Structures) of Title 14 of California Code of Regulations.

2. Adopt a resolution declaring an urgency in accordance with City Charter Section 1310 to allow for the award of contracts to various contractors to implement public facility security measures City of Santa Clara Printed on 7/3/2025Page 5 of 6
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25-773 Agenda Date: 7/8/2025
without advertising for bids.

3. Authorize the City Manager to negotiate and execute agreements, amendments, change orders, and/or purchase orders with various vendors in connection with the implementation of security measures at various City public facility sites, for a maximum aggregate compensation amount not-to-exceed $20,000,000, subject to the review and approval as to form by the City Attorney.

4. Authorize the City Manager or designee to (a) take any actions as necessary to implement and administer the agreements and/or purchase orders, and (b) negotiate and execute amendments to the agreements or purchase orders for (i) project scope changes/additions, (ii) any unanticipated conditions or requirements, (iii) extensions of the agreement term, and (iv) de minimis revisions, all subject to the above maximum aggregate compensation amount and review and approval as to form by the City Attorney.

5. Approve the addition of one (1) Electric Program Manager in the Electric Utility Department.

6. Approve the following FY 2025/26 budget amendments:
a. In the Electric Utility Fund, decrease the Infrastructure Reserve Ending Fund Balance and increase the transfer to the Electric Utility Capital Fund in the amount of $20.0 million (five affirmative Council votes required for the use of unused balances) and b. In the Electric Utility Capital Fund, increase the transfer from the Electric Utility Fund and increase the Substation Physical Security Improvements Project in the amount of $20.0 million (five affirmative Council votes required to appropriate additional revenue ).

Reviewed by: Nico Procos, Director of Silicon Valley Power Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. Declaration of Urgency Resolution
City of Santa Clara Printed on 7/3/2025Page 6 of 6
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Resolution/Declaration of Urgency Page 1 of 3
Rev: 7/27/2023
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

DECLARING AN URGENCY IN ACCORDANCE WITH SANTA
CLARA CITY CHARTER SECTION 1310 TO ALLOW FOR AWARD

OF PUBLC WORKS CONTRACS FOR PROJECTS IMPEMENTING

SECURITY MEASURES TO MITIGATE RISKS TO PUBLIC

SERVICES AND FACILITIES WITHOUT ADVERTISING FOR BIDS

WHEREAS, on June 17, 2025, the City Council received a presentation from a representative of the U.S. Department of Homeland Security, Cyber & Infrastructure Security Agency (CISA) regarding security risks and vulnerabilities affecting public services and City facilities; WHEREAS, the conditions described in the presentation create significant risks that if not properly addressed could leave City facilities and critical City services vulnerable to damage or destruction by bad actors;
WHEREAS, risk and threat levels are on the rise in the United States and internationally, and the City is scheduled to host high-profile international events in 2026; WHEREAS, in light of these significant risks, there is an urgent need to implement projects that address such vulnerabilities on an expedited timeline;
WHEREAS, the categories of projects that are needed to address the vulnerabilities generally include installing fencing and perimeter security improvements, barrier/K-Rails, and security camera systems (the “Projects”);
WHEREAS, Santa Clara City Charter 1310 authorizes the City Council to award public works contracts without advertising for bids if the City Council deems the work to be of urgency necessity for the preservation of life, health or property; WHEREAS, based on these recitals and declaration of facts contained in this Resolution, the staff report, and public testimony presented during the City Council meeting, Council believes the work implementing the Projects constitutes an urgency necessity justifying the use of expedited procurement processes for the preservation of life, health, and property; NOW THEREFORE, BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

Resolution/Declaration of Urgency Page 2 of 3
Rev: 7/27/2023

1. The City Council hereby deems the work implementing the Projects to be of urgent necessity for the preservation of life, health, and property based on the following declaration of facts:

A. During a presentation to the City Council, CISA provided a risk assessment of certain City facilities which revealed security risks and vulnerabilities at certain City facilities.

B. With risk and threat levels on the rise, both in the United States and internationally, and with the City scheduled to host high-profile international events in 2026, there is an urgent need to address these vulnerabilities on an expedited timeline.

C. If the Projects intended to address such vulnerabilities are not completed on an expedited basis, and with sufficient time for testing in preparation for the upcoming events, critical City services could be vulnerable to damage or destruction by bad actors; D. An expedited procurement process will reduce the time required to implement necessary security improvements by several months and help ensure that City facilities are secure during the City’s upcoming events.

2. In light of the foregoing declaration and determination, the City Council hereby waives the standard requirements under Charter Section 1310 that would otherwise require advertising for bids for the award of the Projects, thereby allowing for awards of public works contracts to contractors without advertising for bids. Whenever practical, City staff shall implement other practices to assure the award of contracts to qualified contractors at reasonable rates, consistent with the practices described in the staff report.

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 ___ DAY OF _________, 2025, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

Resolution/Declaration of Urgency Page 3 of 3
Rev: 7/27/2023
NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-701 Agenda Date: 7/8/2025

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Stadium Authority Bills and Claims for the Month of May 2025

BOARD PILLARS
Enhance Community Engagement and Transparency
Ensure Compliance with Measure J and Manage Levi’s Stadium

BACKGROUND
Disbursements made by the Stadium Authority are based on invoices submitted for payment. Prior to payment, staff reviews all disbursement documents to ensure that the invoiced goods or services have been provided.

The Bills and Claims listing represents the cash disbursements required of normal and usual operations during May 2025. Budget control is set by the Stadium Authority Board through the budget adoption process.

DISCUSSION
At its March 11, 2025 meeting, the Stadium Authority Board adopted the Santa Clara Stadium Authority Fiscal Year 2025-26 Operating, Debt Service, and Capital Budget which runs from April 1, 2025 to March 31, 2026. Significant expenditures (greater than $5,000) paid in May 2025 include:
· Payment totaling $29,393.75 to Brailsford & Dunlavey, Inc. for Capital Expense (CapEx) Project - Project and Construction Management Firm
· Payments totaling $373,406.66 to the City of Santa Clara for the following:
o $190,815.53 for reimbursement of General and Administrative (G&A) City payroll costs (e.g., Executive Director’s Office (City Manager’s Office), Stadium Authority Counsel’s Office (City Attorney’s Office), and Treasurer’s Office (Finance Department)) o $19,193.37 for reimbursement of G&A Costs
o $76,165.45 for reimbursement of CapEx Costs
o $4,828.28 for reimbursement of SCSA Special Liability Claims related to Levi’s Stadium o $82,404.03 for unreimbursed Super Bowl LIX Public Safety payroll costs · Payment totaling $1,478,348.48 to Forty Niners Stadium Management Company, LLC for May 2025 Stadium Manager Expenses, inclusive of Shared Stadium Expenses · Payment totaling $15,463.00 for Legal Services (March 2025) · Payment totaling $5,344.70 to InTWO, Inc for Financial Management System Monthly Services (April 2025)
· Payment totaling $21,056.75 to O.C. McDonald Co., Inc. for CapEx Project - Plumbing - Boilers
· Payment totaling $372,476.00 to Prime Electric for CapEx Project - Lighting Systems - Fixture City of Santa Clara Printed on 7/3/2025Page 1 of 2
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Replacement of Major Outdoor Lighting / LED Retrofit / Sports Lighting · Payment totaling $66,075.00 to Storm Water Inspection & Maintenance Services for CapEx Project - Stormwater System Assessment and Replacements Names of law firms have been redacted from the Bills and Claims report. The Supreme Court of California in Los Angeles County Board of Supervisors v. Superior Court, (2016) 2 Cal.5th 282, held that invoices specifying the amounts billed by a law firm to a client fall within the scope of attorney- client privilege while the matters are active. In accordance with the Supreme Court’s ruling, the names of law firms retained by the Stadium Authority, and the specific amounts billed by each, have been redacted from the public report to maintain the confidentiality of billing records for specific legal services. The aggregate amount spent on legal services in the subject time period has been provided.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to section 15378(b)(4) of Title 14 of the California Code of Regulations in that it is a fiscal activity that does not involve any commitment to any specific project which may result in a potential significant impact on the environment.

FISCAL IMPACT
The fiscal impact to the Stadium Authority is $2,365,673.68

COORDINATION
This report has been coordinated with the Executive Director and Stadium Authority Counsel’s Office.

RECOMMENDATION
Approve the list of Stadium Authority Bills and Claims for May 2025.

Reviewed by: Kenn Lee, Treasurer
Approved by: Jovan D. Grogan, Executive Director

ATTACHMENTS

1. May 2025 SCSA Bills and Claims
City of Santa Clara Printed on 7/3/2025Page 2 of 2
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Payment Date Vendor Invoice No. Description Fund Amount 5/9/2025 Brailsford & Dunlavey, Inc. 167811224.3F CapEx Project - Project and Construction Management Firm CapEx 10,040.00 5/9/2025 Brailsford & Dunlavey, Inc. 167810125.4F CapEx Project - Project and Construction Management Firm CapEx 13,031.25 5/9/2025 Brailsford & Dunlavey, Inc. 167810225.5F CapEx Project - Project and Construction Management Firm CapEx 6,322.50 29,393.75
5/1/2025 City of Santa Clara N/A B2508 SCSA Payroll Costs Operating 59,344.16 5/6/2025 City of Santa Clara N/A B2509 SCSA Payroll Costs Operating 71,439.17 5/13/2025 City of Santa Clara N/A Reimbursement of G&A Costs Operating 19,193.37 5/13/2025 City of Santa Clara N/A Reimbursement of CapEx Costs CapEx 17,129.48 5/16/2025 City of Santa Clara 96629 Reimbursement of CapEx Costs CapEx 59,035.97 5/23/2025 City of Santa Clara 96740A Reimbursement of SCSA Special Liability Claims related to Levi's Stadium Operating 4,828.28 5/30/2025 City of Santa Clara N/A B2510 SCSA Payroll Costs Operating 60,032.20 5/30/2025 City of Santa Clara N/A Super Bowl LIX Public Safety Payroll Costs not Reimbursed by BAHC Operating 82,404.03 373,406.66
5/1/2025 Forty Niners Stadium Management Co, LLC PS-INV103006 May 2025 Stadium Manager Expenses - Security Operating 172,363.22 5/1/2025 Forty Niners Stadium Management Co, LLC PS-INV103006 May 2025 Stadium Manager Expenses - Stadium Ops Operating 274,894.00 5/1/2025 Forty Niners Stadium Management Co, LLC PS-INV103006 May 2025 Stadium Manager Expenses - Engineering Operating 268,727.89 5/1/2025 Forty Niners Stadium Management Co, LLC PS-INV103006 May 2025 Stadium Manager Expenses - Guest Services Operating 24,708.86 5/1/2025 Forty Niners Stadium Management Co, LLC PS-INV103006 May 2025 Stadium Manager Expenses - Groundskeeping Operating 62,961.04 5/1/2025 Forty Niners Stadium Management Co, LLC PS-INV103006 May 2025 Stadium Manager Expenses - SBL Sales & Service Operating 180,978.85 5/1/2025 Forty Niners Stadium Management Co, LLC PS-INV103006 May 2025 Stadium Manager Expenses - Insurance Operating 77,239.41 5/1/2025 Forty Niners Stadium Management Co, LLC PS-INV103006 May 2025 Stadium Manager Expenses - Utilities Operating 352,848.36 5/1/2025 Forty Niners Stadium Management Co, LLC PS-INV103006 May 2025 Stadium Manager Expenses - StadCo Tenant Improvements Operat ing 1,237.16 5/1/2025 Forty Niners Stadium Management Co, LLC PS-INV103006 May 2025 Stadium Manager Expenses - Other G&A Operating 62,389.69 1,478,348.48
5/16/2025 1521773 Legal Services ) Operating
5/16/2025 1521775 Legal Services ) Operating
15,463.00
5/15/2025 JPMorgan Chase Bank, N.A. N/A Bank Fees Operating 4.34 5/9/2025 Hellmuth, Obata & Kassabaum, Inc. 21.04091.12-7R CapEx Project - Plumbing - Boilers CapEx 345.00 5/16/2025 InTWO, Inc. 44993-US Financial Management System Monthly Services (April 2025) Operating 4,974.90 5/16/2025 InTWO, Inc. 44994-US Financial Management System Monthly Services (April 2025) Operating 369.80 5,344.70
5/9/2025 O.C. McDonald Co., Inc. Application 2 CapEx Project - Plumbing - Boilers CapEx 21,056.75 5/9/2025 Prime Electric 20513.1 CapEx 372,476.00
5/9/2025 Storm Water Inspection & Maintenance Services 87196 CapEx Project - Stormwater System Assessment and Replacements CapEx 66,075.00 5/16/2025 Wilson, Ihrig & Associates, Inc. 22162N17 Stadium Noise Monitoring Services (February & March 2025) Operating 3,760.00 May 2025 Total 2,365,673.68$
CapEx Project - Lighting Systems - Fixture Replacement of Major Outdoor Lighting / LED Retrofit / Sports Lighting
Santa Clara Stadium Authority
Bills and Claims
Expenses Paid by Wire or ACH Transfer
For the Month of May 2025

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City Council and Authorities ConcurrentJuly 8, 2025

City Council and Authorities Concurrent
July 8, 2025