• Review further updates of energy code improvements projected to be implemented through the life of the development project
Projected Utility Demand
• Assess the projected heating, cooling, electrical and water use based on the following considerations:
• The current and evolution of energy codes giving a minimum baseline; • Proposed improvements on code performance for consideration; • Development of utility load profiles with agreed performance criteria; • Identify the utility use, cost and GHG emissions related; • Consider performance goals for potential district energy system.
Alternative energy review
• Review all sources that may be available locally and which could be well-suited to the site and compatible with a potential district energy system; • Consider district cooling as beneficial to overall development model and central plant operational carbon efficiencies;
• Work with City staff to identify local partners who could develop smart grid concepts; • Open discussion to global-leading technology companies within the area for potential pilot project collaboration and smart-tech integration; Water systems
• Develop overall water efficiency footprint for the development to meet the agreed performance goals.
• Include strategies for treatment and reuse of stormwater; • Develop concept for centralized non-potable water mains (purple pipe) systems - to reduce potable water consumption
Waste resources
• Investigate potential for mining energy resource from existing waste streams, at landfill, wastewater treatment, biomass, biogas, etc.
• Draw on experience with anaerobic digesters to determine potential for green energy supply as part of closing loop as alternative energy supply. • Develop potential for composting on-site of organic material, and how this can be used as a means of remediating the site and encouraging agriculture.
Agreement with Perkins+ Will Inc./Scope of Services/Exhibit A Rev. 02/01/15; Typed 02/08/16
AGREEMENT FOR THE PERFORMANCE OF SERVICES
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
PERKINS + WILL INC.
EXHIBITB
FEE SCHEDULE
r:· :,~~~~::~:::., -~ ;:::~ ,_~;·,-~,~-~~:. / ;, -. · ;·.· : .. ::c;:Ji~};);;/::/):J<~ -<:~-:\. ?:\/:;:r}>~W?if ?J. 7ASK P~rkins Perkins Fehr& Nelson\ BKF Strat@i:it David J. iOTAL +Will +Will Peers Nygaard E<:onomits Powers & PER
Associates TASK
+ ?J
"' g ,.
~ 19 OP " ~ ,. t:
:0 2!. ii g .,
+
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g a "' ~
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t. Proj:,;ct 2,701) 900 2,780 l, !:.80 2.160 2,l}O{J 12,120 lniUatlon + Site
Tou,
2. Ed~tlng 20,C{JO d,000 2,DC-0 l .. 920 4,£50 l4 ,WO 4, 110 50,180 Conc;!ltl~tlS +
Market Analysis
3. c~nvnunlty 4~.000 3,0C,() 4,0 00 'i,000 6,000 61,000 Outreach
4. Pali!Jng 2,000 25,100 45,740 72,840
I Traffic
Circulation I
Transit
5. Alternatl·ies l2!.i.GO'J 11.0001 jf .. -54[; 2,980 t,420 4,820 l'i,8,765
6. Preretted Plan 60,0CO ~.oev
I
GS,000
7. fnfrasllucturn 2,()00 20.000 22,000
8. to.OCO <l,'JOO l0,960 2'1,960
lmplernentatlon
Strategy+
Ffoanclng
9. f'ocus Area 20,C{)O 2,CCv 2,7/() 2,5,ll) !:i.Y20 9,8C{J ,H,030 l'lan
10. $,CCO 77,220 3 ,690 149,620 235,5 30
Er,viro.nmenLill
EIR
11. Adoption+ 2,C•UU 11,400 13,400
Cerliricatlon
..
'l'OTAL PER 293,700 35,000 t!9,535 60.960 37,260 45,840 167,130 COHS.\JLTANT
In no event shall the amount billed to City by Contractor for services under this Agreement exceed seven hundred fifty nine thousand four hundred twenty five dollars ($759,425), subject to budget appropriations.
Agreement with Perkins+ Will Inc./Fee Schedule/Exhibit B Rev. 02/01/15; Typed 02/08/16
Page I of I
AGREEMENT FOR THE PERFORMANCE OF SERVICES
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
PERKINS + WILL INC.
EXHIBITC
INSURANCE REQUIREMENTS
INSURANCE COVERAGE REQIDREMENTS
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
1. C01runercial 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 strncture 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 fonn.
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 ofliability.
Agreement with Perkins+ Will Inc./Insurance Requirements/Exhibit C Rev. 02/01/15; Typed 02/08/16
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 perfo1med 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 include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, and volunteers .
D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be pa1t of each commercial general liability policy, and each umbrella or excess policy.
1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, and volunteers are hereby added as additional insureds in respect to liability aiising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement s CG 20 10 and CG 20 37, or its equivalent.
2. Primary and non-contributing . The General Liability, Auto Liability and Umbrella/Excess Liability insurance policies provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and the General Liability and Umbrella/Excess Liability shall not Agreement with Perkins + Will Inc./Insurance Requirements/Exhibit C Rev. 02/01/ 15; Typed 02/08/16
require contribution from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other General Liability and Umbrella/Excess Liability insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.
3. Cancellation.
Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of cancellation.
4. Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through D of this Exhibit C, above.
E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:
1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement.
Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.
2. Contractor agrees to be responsible for ensuring that no contract used by any pmiy involved in any way with the project reserves the 1ight 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 payme Page 3 of 4 other amounts with respect thereto.
3. The City reserves the right to withhold payments from the Contractor in the event of mate1ial noncompliance with the insurance requirements set forth in this Agreement.
F. EVIDENCE OF COVERAGE
Prior to c01mnencement of any Services under this Agreement, Contractor, and each and every subcontractor ( of every tier) shall, at its sole cost and expense, provide and Agreement with Perkins+ Will Inc./Insurance Requirement s/Exhibit C Rev . 02/01/1 5; Typed 02/08/16
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, reasonably 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 oflnsurance 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, and other items required to be delivered to City pursuant to this Agreement shall be mailed to:
EBIX Inc.
City of Santa Clara [Planning Division]
P.O. 12010-S2 or
Hemet, CA 92546-8010
151 North Lyon Avenue
Hemet, CA 92543
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.
Agreement with Perkins + Will Inc./Insurance Requirements/Exhibit C Rev. 02/01/15; Typed 02/08/16
AGREEMENT FOR THE PERFORMANCE OF SERVICES
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
PERKINS+ WILL INC.
EXHIBITD
ETHICAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO AN
AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA
Termination of Agreement for Certain Acts.
A. The City may, at its sole discretion, terminate this Agreement in the event any one or more of the following occurs:
1. If a Contractor 1 does any of the following:
a. Is convicted2 of operating a business in violation of any Federal, State or local law or regulation;
b. Is convicted of a crime punishable as a felony involving dishonesty3; 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) perfonning a public contract or subcontract; d. Is convicted of any offense which indicates a lack of business integiity or business honesty which seriously and directly affects the present responsibility of a City contractor or subcontractor; and/or, e. Made (or makes) any false statement(s) or representation(s) with respect to this Agreement.
For purposes of this Agreement, the word "Consultant" (whether a person or a legal entily) also refers to "Contractor" and means any of the following: an owner or co-owner of a sole proprietorship; a person who controls or who has the power to control a business entity; a general 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. 2 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.
Agreement with Perkins+ Will Inc./Ethical Standards for Contractors/Exhibit D Rev. 02/01/15; Typed 02/08/16
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.
4 Contractor becomes insolvent, transfers assets in fraud of creditors, makes an assignment for the benefit of creditors, files a petition under any section or chapter of the federal Bankruptcy Code (11 U.S.C.), as amended, or under any similar law or statute of the United States or any state thereof, is adjudged bankrupt or insolvent in proceedings under such laws, or a receiver or trustee is appointed for all or substantially all of the assets of Contractor.
5 Loss of personnel deemed essential by the City for the successful performance of the obligations of the Contractor to the City.
Agreement with Perkins+ Will Inc./Ethical Standards for Contractors/Exhibit D Rev. 02/01/15; Typed 02/08/16
AGREEMENT FOR THE PERFORMANCE OF SERVICES
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
PERKINS + WILL INC.
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 approp1iate 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.
PERKINS + WILL INC.
an Illinois corporation
- ~
1ature of Authorized Person or Representative
Name: Geeti Silwal
Title: P1incipal-in-Charge
NOTARY 'S ACKNOWLEDGM ENT 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, paiinership, 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. W1itten evidence of the auth01ity of the person executing this affidavit on behalf of a corporation, paiinership, joint venture, or any other legal entity, other than a sole prop1ietorship, shall be attached.
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy , or
validity of that document.
State of California
County of San Francisco
on March 28, 2016 before me, Richard J. Nemeth, Notary Public (insert name and title of the officer)
personally appeared _G_e_e_t_i _S_ilw_a_l _____________________ _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ) ·• 0 • • ♦ :ic~A;D ;_ ~;ET~ • ~ .., COMM. #2055230
WITNESS my hand and official seal. 8 NOTARY PUBLIC-CALIFORNIA g IL SAN FRANCISCO COUNlY -
'
My Comm. Expires Feb. 12, 2018 f vow••••••••••'
(Seal)
PROPOSED SCHEDULE 2016----------------------------------- 2011--------------------------- APRIL
1. PROJECT INITIATION ···•••••· •••••••••••••••••••• -
2. EXISTING CONDITIONS+ MARKET ANALYSIS••··•••--
City Review + Comment •..••••••.•••••••••••••••••••••••• - 3 . COMMUNITY OUTREACH
Develop strategy •························ ··· ······· Outreach • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 4 . PARKING/ TRAFFIC/ TRANSIT ANALYSIS •.••••••••••••
MAY
City Review + Comment ••••••••••••••••.•••••••••••••.••••••••••••••••• 5 . ALTERNATIVES DEVELOPMENT •·· ·· ·•· ·· · · ··· · ·•· ·· ·•· ·· ·· ··• •· ·•
JUNE JULY
City Review+ Comment •·········· .................................................... . .... - 6 . PREFERRED ALTERNATIVE·· .. ·••••·••····· ........ .. ................................................... .
AUG SEPT
City Review + Comment • · • ...... • • · • • .. · • • · • .. • • • .... • • • • • • • • • • • • • • • .. • • • • • • • • .. • • • • • .... • .. • .. • .. • .. • · • .... • • • .. -
7. INFRASTRUCTURE+ FINANCING ............................................................... . .................. . ... _ City Review + Comment •·································································· ·· · · ························· - 8 . IMPLEMENTATION+ FINANCING PLAN .... ............................. ..................... . ....... ...... . ....... .. ............. ..
OCT NOV
City Review + Comment .... . .. ... .......... . ........................................... ........... ..................................... . .... _ 9 . FOCUS AREA PLAN • • • · .. • · · · .. · · • · .. · .. • • • • • • • • • • • • • • • • • • • • • • • • .... · · • • • .. .. · .. · ........ • • · • • · .. • • · .. · · · · · · .. · .... · · · ........ · • · .. · · City Review+ Comment ..................................................................................... .. .............................. _
10. EIR
N.O.P + Scoping .... • • ·• • • • .... • • • ... • .. • • • •• •• ·•· •• .. •·· .... •• • · •••• · •• .... · • • .. · • .... • · • .. ~--------- 1st, 2nd Admin Drafts ............................................................................................... ::::::::: :::::: :::::- City Review + Comment •····· ········· ... . ................................................... ....................................... ... ... .... .. ... _ DEC
Draft EIR ••.••••••••••••.••••••••••••••.•••••••••••••••••••••••••••..•••••••••••.••••••.•••••••••••••••.••••••••••••.•••••••.•••••••.••••.••.•••••.••••.•.. ___ __, Public Comments •• •• •• •• •• • •• •• • · • •• • •· •• · • •· · • •• •• • •· • · • •••• • • •· • •· •· • •· •• ••• • · •• • •• •••• • •• • •• ••• • •• •• • •• •• •• ••• · •• • · • •• • •• • · • ••• •• · • • •• ••• · • • •• • •• • •• •• •• ••• •• • •• •· •• ·
JAN FEB
Final EIR ................................................................ .......................... ............................................................. ...... ..... .. ................. .
MAR APRIL MAY
City Review+ Comments ....................................................................................................... . .............................................................................................. _ Issue EIR ........ •················ ...................... .. .............. .... .... ........ . .......................... ........ ...... ....... .......... ... .. ... .................... ....................... ........................ .......... .
JUNE
--
11. CERTIFICATION+ ADOPTION ···························································;i1~·.~~~;;:;········;,;~;;;,~dPl~~································································································································- vision Workshop Workshop Workshop
12. MEE~~N:!unityWorkshops ................. .... .. .. * ··························· ...... * ................ * Fi~:;i;: n Review Alternati ves
City Council / Planning Commission . ......... . ................................ . ....................................... •·········· ................................. ................... .. ............... .... .. .......................... * Technical Advisory Council •····················· * ········· .......... * ......................... * Team Progress Meetings
In Person •························· • ······················ ■ ······················· ■······························································································································■ Online •··············································· • ······· ................ . ....................... . ............ . ......... . ......... . .......... . .... .. .. ... .......... . ... ... ... . ......... ..... .. ...... .
JULY
City of Santa Clara - Tasman East Focus Area Plan
Ebix Insurance No. S200003424
AMENDMENT NO. 1
TO THE AGREEMENT BETWEEN
THE CITY OF SANTA CLARA, CALIFORNIA
AND
PERKINS+ WILL, INC.
PREAMBLE
This agreement ("Amendment No. l ") is by and between Perkins + Will, Inc., a Delaware corporation, with its principal place of business located at 2 Bryant Street, Suite 300, San Francisco, CA 94105 ("Contractor" or "Consultant"), 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" to this Amendment No. 1.
RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for Professional Services by and between the City of Santa Clara, California, and Perkins + Will, Inc.," dated April 28, 2016 (the "Original Agreement"); and
B. The Parties entered into the Original Agreement for the purpose of having Contractor provide professional services for the creation of a Tasman East Specific Plan and supporting Environmental Impact Report, and the Parties now wish to amend the Original Agreement to expand upon the original Scope of Services.
The Parties agree as follows:
AGREEMENT PROVISIONS
1. AMENDMENT PROVISIONS
That Exhibit A, "Scope of Services," is appended to include additional services from Perkins + Will, Inc., Fehr & Peers, and BKF as described in the attached document entitled "Tasman East Focus Area Plan Additional Services" dated September 12, 2017 and "Additional Services for the Tasman East Specific Plan in Santa Clara" dated June 30, 2017.
2. AMENDMENT PROVISIONS
That Exhibit B, "Fee Schedule," is appended to include additional cost details from Perkins + Will, Inc., Fehr & Peers, and BKF as described in the attached "Additional Services Fee Schedule." The original Fee Schedule is hereby amended by increasing the total payment by one hundred ninety-four thousand eight hundred seventy dollars ($194,870), for a new total not to exceed amount of nine hundred fifty-four thousand two hundred ninety five dollars ($954,295).
Amendment No. 1 to Agreement/Perkins + Will, Inc.
Rev. 02/01/15
3. AMENDMENT PROVISIONS
That paragraph five (5) of the Original Agreement, entitled "Term of Agreement," is hereby amended to reflect a revised termination date of September 30, 2018.
4. TERMS
All other terms of the Original Agreement which are not in conflict with the provisions of this Amendment No. 1 shall remain unchanged in full force and effect. In case of a conflict in the terms of the Original Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.
5. COUNTERPART/FACSIMILE SIGNATURE
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 Amendment No. 1 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 Amendment No. 1 shall become operative on the Effective Date.
SIGNATURES FOLLOW ON PAGE 3
Amendment No. 1 to Agreement/Perkins+ Will, Inc.
Rev. 02/01/15
APPROVED AS TO FORM:
ATTEST:~
ROD DI{)N,R.
City Clerk
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
"CITY"
City Manager
1500 Warburton A venue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
PERKINS + WILL, INC.
a Delaware corporation
Dated: ()Cro~ 12., 2..0 Fr
By: _ Lu-------=-,/;fr~-~ -- ~----
(~ of Person executing the Agreement on behalf of
Contractor)
Name: Geeti Silwal
Title: Principal-in-Charge
Local Address: 2 Bryant Street, Suite 300
San Francisco, CA 94105
Email Address: [email protected]
Telephone: ( 415) 856-3000
Fax: ( 415) 856-3001
"CONTRACTOR"
l:\PLANNING\Admin\Contracts\Perkins + Will\Amendment No !\Amendment No. 1 - Form.doc Amendment No. 1 to Agreement/Perkins+ Will, Inc.
Rev. 02/01/15
AGREEMENT FOR PROFESSIONAL SERVICES
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA
AND
PERKINS + WILL, INC.
ADDENDUM TO EXHIBIT A
ADDITIONAL 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, "Tasman East Focus Area Plan Additional Services" dated September 12, 2017 and "Additional Services for the Tasman East Specific Plan in Santa Clara" dated June 30, 2017, which are attached to this Exhibit A.
Agreement with RTKL Associates Inc.I Additional Scope of Services/Addendum to Exhibit A Rev. 02/01 /15; Typed 08/17 /15
September 12, 2017
Tasman East Focus Area Pian
ADDITIONAL SERVICES
Task 1 - P+W reset
Perkins+Will
Review, brainstorm, develop revised strategy and report outline; plan revised report content; and solicit input from client where necessary. The key changes requiring a rework of the Focus Area Plan and the Specific Plan document are -
• Narrower streets and revised lane configurations
• Calle del Sol extension northward to boundary of City Place • Optional roundabout at Calle Del Sol/Calle de Luna
• Optional 2 lanes/4 lanes on Lick Mill extension
• Allow for possible 600 person 'urban' school
• Minimum 10 acres public open space
These changes will have significant impact on the developed concept and will need careful re-evaluation and reworking for a revised plan. As a part of the analysis for the Calle del Sol extension, BKF will be preparing a street alignment study, as detailed in the attached memorandum dated August 2, 2017.
Task 2 - Client workshop in SF to review revised strategy, report outline and content and to agree and confirm all changes. P+W will prepare presentation, host and record this meeting. All the changes noted under Task 1 will need to be discussed and debated with the City staff for clear direction before incorporating as policy, standards and guideline recommendation in the Specific Plan. In addition Fehr and Peers will be modifying and expanding the scope of the Parking Demand and Traffic Analysis, as detailed in the attached letter from Matt Haynes to Dennis Dornan dated June 30, 2017.
Task 3 - P+W prepare revised first draft report
Documentation of agreed upon policy, standards and guideline recommendation will be incorporated in the Specific Plan with the necessary additional graphic illustration for a complete revised first draft report.
Task 4 - Client review period and comments
Client feedback will be shared as one consolidated set of comments. No Perkins+Wi/1 additional effort is expected against this task.
Task 5 - Community Meeting #4
Preparation of draft presentation, final presentation and necessary display material for a final community input session that will be attended and facilitated by P+W. A memo summarizing the feedback will be documented.
Task 6 - P+W to prepare final draft report in response to client comments and community feedback Effort required to clarify and reconcile all comments and community feedback received on the first draft with necessary text and graphic update will constitute a complete final draft.
Task 7 - P+W participate as required in EIR analysis and preparation.
No Perkins+Wi/1 additional effort is expected against this task.
Agreement with RTKL Associates Inc./ Additional Scope of Services/ Addendum to Exhibit A Rev. 02/01/15; Typed 08/17/15
Perkins+Will
Task 8 - P+W attend Planning Commission and City Council Hearings to adopt Specific Plan Report and EIR (eight anticipated).
No Perkins+Will additional effort is expected against this task (included in base contract).
Agreement with RTKL Associates Inc.I Additional Scope of Services/Addendum to Exhibit A Rev. 02/01/15; Typed 08/17/15
June 30, 2017
Dennis Dornan
Perkins + Will
2 Bryant Street, Suite 300
San Francisco, CA 94105
FEHR,f PEERS
Subject: Additional Services for the Tasman East Specific Plan in Santa Clara Dear Mr. Dornan:
This letter requests a contract amendment to conduct additional services for the Tasman East Specific Plan not covered under our current scope of work.
Since we have initiated our work on the project, several additional tasks have been requested by the City that were not included in our original transportation analysis scope. These tasks include performing a sensitivity analysis of street extensions within the Specific Plan area connecting to the proposed City Place development, as well as additional analysis discussed in the Santa Clara Valley Transportation Authority's (VTA) Transportation Impact Analysis Guidelines.
VT A's latest Transportation Impact Analysis Guidelines state that any project proposing changes to intersection/roadway geometry or signal operations should include an evaluation of transit delay and a quality of service (QOS) analysis for bicyclists and pedestrians. Additionally, VTA and state guidelines support the inclusion of a vehicle miles travelled (VMT) analysis as part of the project.
Finally, the City has requested that we include an analysis of mitigation "triggers" to identify the appropriate implementation timeframe for impacted study intersections.
The purpose of this amendment is to provide an updated scope of work that includes the additional tasks necessary for completion of the Tasman East Specific Plan's Draft EIR. These additional tasks are discussed below.
SCOPE OF WORK
This contract amendment request includes the following additional tasks:
Task 1: Sensitivity Testing of Calle del Sol and Lick Mill Boulevard Extensions Based on our recent discussions with the City and the project team, we will perform a "sensitivity analysis" for intersections along Calle del Mundo at the proposed Lick Mill Boulevard Extension, 160 W. Santa Clara Street I Suite 675 I San Jose, CA 95113 I (408) 278-1700 I Fax (408) 278-1717 Agreement with RTKL Associates Inc./ Additional Scope of Services/ Addendum to Exhibit A Rev. 02/01/15; Typed 08/17/15
Dennis Dornan
June 30, 2017
Calle del Sol extension, and Lafayette Street. The purpose of this analysis will be to determine the potential timing for construction of these street extensions as development proceeds within the Specific Plan area.
In order to perform this analysis, we will evaluate the following 5 intersections:
• Calle del Mundo/ Lafayette Street
• Calle del Mundo/ Calle del Sol
• Calle del Mundo/ Lick Mill Boulevard Extension
• Tasman Drive/ Calle del Sol
• Calle de Luna/ Calle del Sol
Each intersection will be evaluated with up to three configurations under background and cumulative traffic conditions. We will evaluate these intersection using the Traffix traffic analysis software program to determine expected peak hour traffic delay with and without street extensions to the City Place area. The roundabout option at Calle del Mundo/ Calle del Sol will be evaluated using the HCH 2010 capacity method.
Based on these results, we will identify the approximate time period where extending the streets would be important for overall circulation to and from the Specific Plan area. The results of this analysis will be included as part of the Transportation Impact Analysis for the Tasman East Specific Plan EIR.
Task 2: Additional Study Intersections and Counts
Our original scope included analysis of up to 25 study intersections. Based on the draft estimated trip generation of the project, and anticipated distribution of trips, we have identified 33 potential study intersections that would meet the general threshold of having at least ten project vehicle trips per lane or that have been requested to be analyzed in EIR Notice of Preparation comment letters.
Of these proposed study intersections, most have existing count data available from the City Place project. However, some of these counts were conducted in 2013 or earlier. Based on consultation with the City, we will conduct new traffic counts at all intersections that do not have counts in 2014 or later. We have therefore included budget to conduct new intersection counts at up to 10 intersections as part of this task.
Agreement with RTKL Associates Inc./ Additional Scope of Services/ Addendum to Exhibit A Rev. 02/01/15; Typed 08/17/15
Dennis Dornan
June 30, 2017
Task 3: Transit Delay Analysis for Buses and Rail Routes The City has requested that we conduct a transit delay analysis for buses and rail routes in the vicinity of the Specific Plan. For the purposes of this task, transit network performance will be analyzed during the AM and PM peak hour based on the average transit vehicle delay associated with congestion at signalized intersections along a specified corridor with and without the Project.
The change in average transit vehicle delay will be determined using the following process:
• Review Traffix analysis software output for intersection delay. The average delay, by movement, at each intersection within a study corridor in the transit vehicle path of travel will be determined.
• The transit vehicle average delay due to congestion at intersections will be determined by summing the movement delay for each signalized intersection along the study transit corridor. The effects of transit signal priority or preemption will not be considered. • Without and With Project average transit vehicle delay associated with congestion at intersections will be compared. Note that the transit vehicle dwell time at transit stops is not included in the analysis.
The City of Santa Clara and the VTA do not have documented standards related to transit corridor performance associated with congestion resulting from new development projects. The agencies also do not have a documented method for determining which transit corridors should be analyzed.
For purposes of this study, the following routes within one mile of the Specific Plan area and that have full day service with a frequency of 30 minutes or less are analyzed:
• Route 902 - Tasman Drive: North First Street to Great America Parkway • Route 57 - Great America Parkway: Mission College Boulevard to Tasman Drive • Route 60 - Great America Parkway: Mission College Boulevard to Tasman Drive Potential mitigation measures will consider improvements such as increased transit service frequencies, improved pedestrian/bicycle access, and other improvements to enhance transit travel and reduce conflicts with general automobile traffic.
A transit capacity analysis is neither required as part of the VT A TIA Guidelines, nor is in the latest Governor's Office of Planning and Research (QPR) guidance. As a result this task will focus primarily on transit delay, rather than transit capacity. However, given the nature of the Specific Plan and its proximity to transit, we propose to qualitatively evaluate the Project's effect on transit capacity at the Great America station, although this may not be identified as a Project impact.
Agreement with RTKL Associates Inc./ Additional Scope of Services/ Addendum to Exhibit A Rev. 02/01/15; Typed 08/17/15
Dennis Dornan
June 30, 2017
Task 4: Bicycle and Pedestrian Quality of Service Analysis Fehr & Peers will evaluate the pedestrian and bicycle QOS using the Charlotte Bicycle and Pedestrian LOS method at intersections outside of the Specific Plan area where changes to existing geometry would occur as part of the Project or be proposed as mitigation measures. We will conduct this analysis at up to 10 intersections.
The intersections will be evaluated under the following scenarios: (1) Existing Conditions; (2) Existing plus Project Conditions; (3) Background Conditions; (4) Background plus Project Conditions; (5) Cumulative Conditions; (6) Cumulative plus Project Conditions.
Task 5: VMT Analysis Based on Project Trip Generation
Our current scope of work does not include an evaluation of project Vehicle Miles Travelled (VMT).
However, VMT has been proposed as a statewide metric for evaluating project transportation impacts in accordance with SB 743 and guidance prepared by the Governor's Office of Planning and Research (OPR). It has also been proposed by Caltrans in Implementing Caltrans Strategic Management Plan 20 7 5-2020 Consistent with SB 743 - Interim Guidance (September 2016), prepared by the Local Development - Intergovernmental Review Program. As a result, we expect the need to conduct a detailed evaluation of project VMT effects as part of the TIA As part of this task, we will summarize the expected VMT generated by the proposed Specific Plan.
We will also determine whether the VMT generated by the Specific Plan would result in a VMT per capita that would exceed 85 percent of the average VMT per capita for the region under the Plan Bay Area sustainable communities strategy and regional transportation plan.
If significant impacts are identified, Fehr & Peers will identify additional mitigations that might be needed to address daily traffic generation and vehicle miles travelled, including TOM strategies oriented toward reducing daily travel volumes, reducing trip length, strengthening active transportation, and maximizing use of low emission modes.
Fehr & Peers will incorporate the analysis results from the above tasks into the Project's Draft Transportation Impact Analysis (TIA) report. We will respond to one round of consolidated comments from City Staff on the analysis and incorporate changes into the Final TIA Agreement with RTKL Associates Inc./ Additional Scope of Services/ Addendum to Exhibit A Rev. 02/01/15; Typed 08/17/15
Dennis Dornan
June 30, 2017
Task 6: Mitigation Triggers Analysis
This analysis will be conducted to determine the amount of Project traffic between Background and Cumulative conditions that will trigger each significant intersection impact. It will be conducted with the following steps:
• The AM and PM peak hour level of service calculations for each of the intersections with Background and Cumulative impacts will be selected and reviewed. We assume we will analyze up to 15 impacted intersections as part of this task. • Increments of Project traffic starting with the background trip generation and ending with the cumulative trip generation will be added to each of the selected intersections. • Levels of service will then be recalculated with each increment to identify the number of Project vehicle trips that would trigger a cumulative impact at each intersection based on the significance criteria.
The results will be summarized in a memorandum and added as an Appendix to the TIA report.
Task 7: Updated Existing Plus Project Scenario
This task will include developing a new scenario evaluating existing plus project conditions. This will include developing new trip generation estimates for the project independent of other development projects in the vicinity, and adding project-generated trips to existing volumes obtained from counts representing peak traffic conditions during the morning and evening commute periods.
This analysis will be conducted for all study intersections and freeway analysis segments identified in Task 2 above. This analysis will be presented for informational purposes and will not be used to identify significant transportation impacts.
Task 8: Updated Trip Generation Results
Our understanding from the project team call on June 19 is that the project description will be updated to include an urban-style school (i.e. with limited playing field space). We will therefore update our current project trip generation analysis to incorporate the expected traffic generated by this school. We will rely on the City to provide the specific enrollment projections and anticipated student enrollment boundary prior to updating the trip generation results. The updated trip generation results will be incorporated into the project's transportation impact analysis.
Agreement with RTKL Associates Inc./ Additional Scope of Services/ Addendum to Exhibit A Rev. 02/01/15; Typed 08/17/15
AGREEMENT FOR PROFESSIONAL SERVICES
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA
AND
PERKINS + WILL, INC.
ADDENDUM TO EXHIBIT B
FEE SCHEDULE
In no event shall the amount billed to City by Contractor for services under this Agreement exceed nine hundred fifty four thousand two hundred ninety five dollars ($954,295), subject to budget appropriations.
The additional Fee Schedules for the total amount of $194, 870 are fully illustrated and attached to this Exhibit B.
Agreement with RTKL Associates Inc./Fee Schedule/Exhibit B Rev. 02/01/15; Typed 08/17/15
1 of 5
'1J
Q)
co co
N
a
CJ1
REVISION B
12-Sep-17
P+W Add. Service TASK 1
P+W Add. Service TASK 2
P+W Add. Service TASK 3
P+W Add. Service TASK 4
P+W Add. Service TASK 5
P+W Add. Service TASK 6
P+W TASK?
P+WTASK 8
Fehr+Peers Add. service
BKF Add. service
SUBTOTAL ADDITIONAL SERVICES
ORIGINAL AGREEMENT
REVISED NOT-TO-EXCEED AMOUNT
Revised scope;
Narrower streets and revised lane configurations
Calle del Sol extension northward to boundary of City Place Optional roundabout at Calle Del Sol/Calle de Luna
Optional 2 lanes/4 lanes on Lick Mill extension
Allow for possible 600 person 'urban' school
Minimum 10 acres public open space
P+W reset; review, brainstorm, develop revised strategy and report outline, plan revised report content, solicit input from client where necessary
Client workshop in SF to review revised strategy, report outline and content and to agree and confirm all changes; P+W prepare, host and record
P+W prepare revised first draft report
Client review period and comments
Community meeting #4; P+W prepare presentation/graphic
material, facilitate meeting and record feedback.
P+W prepare final draft report in response to client comments and community feedback
P+W participate as required in EIR analysis and preparation (included in base contract)
P+W attend City Council Hearing to adopt Specific Plan Report and EIR (included in base contract)
Additional transportation analysis (lump sum)
Additional street alignment study (lump sum)
Hrs
16 8
8 0
12 16
0 0
TASMAN EAST BASIC AND ADDITIONAL SERVICES FEE SCHEDULE
Principal Project Manager Senior Urban Designer Landscape architect Jr. UD/Production Subtotal
$ 28S Hrs $ 250 Hrs $ 185 Hrs $ 185 Hrs• $ 125
$ 4,560 16 $ 4,000 60 $ 11,100 36 $ 6,660 40 $ 5,000 $31,320 $ 2,280 12 $ 3,000 16 $ 2,960 4 $ 740 16 $ 2,000 $10,980 $ 2,280 8 $ 2,000 40 $ 7,400 20 $ 3,700 60 $ 7,500 $22,880 $ 0 $ 0 $ 0 $ 0 $ $0
$ 3,420 16 $ 4,000 24 $ 4,440 0 $ - 40 $ 5,000 $16,860
$ 4,560 16 $ 4,000 60 $ 11,100 12 $ 2,220 60 $ 7,500 $29,380 $ 0 $ 0 $ 0 $ 0 $ $0
$ 0 $ 0 $ 0 $ 0 $ $0
$79,950
$3,500
$194,870
$759,425
j $954,295
I
I~
=•, Bkf
ENGINEERS
SURVEYORS
PLANNERS
1646 N. California
Blvd, Suite 400
Walnut Creek
California 94596
Tel 925.940.2200
Fax 925.940.2299
www .bkf.com
BKF 20155173
2 August 2017
Subject: Tasman East
Civil Engineering- Additional Services Request #1
Project Manager: Christopher Mills
Task 1: Prepare Street Alignment Study
Scope of Work: BKF will evaluate options for raising Calle Del Sol to meet the proposed grades of the City Place project to the south. We will develop a vertical alignment for Calle del Sol and indicate the extents of impacts to the plan (fill slopes, retaining walls, areas where access to existing parcels will be limited).
Total Additional Service Request: $3,500
Areement with RTKL Associates Inc./Fee Schedule/Exhibit B l ~v. 02/01/15; Typed 08/17/15
Tasman East Specific Plan - Additional Transportation Analysis Task
Hourly Rates -->
DRAFT EIR
Additional Tasks
Sensitivity Analysis del Sol and Lick Mill
Additional Study Intersections
Transit Delay Analysis
Ped/Bike QOS Analysis
VMT Analysis
Mitigation Triggers Analysis
Updated Existing plus Project Scenario
Updated Trip Generation Estimates
Total
Agreement with RTKL Associates lnc./Fee Schedule/Exhibit B Rev. 02/01/15; Typed 08/17/15
Principal Associate
$ 275 $ 215
8 12
4 8
4 0
4 5
2 6
4 12
6 12
2 2
34 Engineer Graphics Admin To~~ I Hou
$ 125 $ 120 $ 115
75 2 6 103 $
40 8 8 68 $
40 2 4 50 $
55 4 4 72 $
32 0 4 44 $
44 0 4 64 $
56 4 6 84 $
8 0 2 14 $
350 20 38 499 $
7/5/2017
Other Total Labor Direct Costs Costs
15,085 $ 600 $ 15,685
9,700 $ 5,000 $ 14,700
6,800 $ 300 $ 7,100
9,990 $ 475 $ 10,465
6,300 $ 300 $ 6,600
9,640 $ 450 $ 10,090
12,400 $ 600 $ 13,000
2,210 $ 100 $ 2,310
72,125 $ 7,825 $ 79,950
Page4 of5
Dennis Dornan
June 30, 2017
FEE AND SCHEDULE
The additional budget to complete these tasks is $79,950. This includes all staff time, as well as direct expenses.
This agreement will be governed by the terms of our Subcontract dated April 2016. This work will be completed within six weeks of our receipt of a fully-executed contract amendment.
S_hould you have any questions, please feel free to call me at (408) 645-7018. Otherwise, please provide a contract amendment at your earliest convenience. We appreciate the opportunity to continue working with you on this project.
Sincerely,
FEHR & PEERS
Matt Haynes
Principal
Agreement with RTKL Associates Inc./Fee Schedule/Exhibit B Rev: 02/01/15; Typed 08/17/15
Ebix Insurance No. S00003424
AMENDMENT NO. 2
TO THE AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
PERKINS + WILL, INC.
PREAMBLE
This agreement ("Amendment No. 2") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Perkins+ Will, Inc., a Delaware 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 Professional Services by and between the City of Santa Clara, California, and Perkins+ Will, Inc.", dated April 28, 2016 (the "Original Agreement"); B. The Original Agreement was previously amended by Amendment No. 1, dated October 27, 2017, and is again amended by this Amendment No. 2. The Original Agreement and all previous amendments are collectively referred to herein as the "Original Agreement as Amended"; and
C. The Parties entered into the Original Agreement for the purpose of having Contractor provide professional services for the creation of a Tasman East Specific Plan and supporting Environmental Impact Report, and the Parties now wish to amend the Original Agreement to expand upon the original Scope of Services.
The Parties agree as follows:
AGREEMENT TERMS AND CONDITIONS
1. AMENDMENT TERMS AND CONDITIONS
That Exhibit A, "Scope of Services," is appended to include additional services from Perkins+ Will, Inc., David J. Powers and Associates, and Fehr & Peers as described in the attached document entitled "Tasman East Focus Area Plan Additional Services" dated November 5, 2018.
That Exhibit B, "Fee Schedule," is appended to include additional cost details from Perkins+ Will, Inc., David J. Powers and Associates, and Fehr & Peers as described in the attached "Tasman East Basic and Additional Services Fee Schedule." The original Fee Schedule is hereby amended by increasing the total payment by one hundred eighty six thousand five hundred eighty seven dollars ($186,587), for a new total not to exceed amount of one million one hundred forty thousand eight hundred eighty two dollars ($1,140,882).
Amendment No. 2 to Agreement/Perkins + Will, Inc.
Rev. 08/28/2018
2. TERMS
All other terms of the Original Agreement which are not in conflict with the provisions of this Amendment No. 2 shall remain unchanged in full force and effect. In case of a conflict in the terms of the Original Agreement and this Amendment No. 2, the provisions of this Amendment No. 2 shall control.
3. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.
The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 as evidenced by the following signatures of their duly authorized representatives. ¥ City Attorney
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
"CITY"
City Manager
1500 Warburton Avenue
Santa Clara , CA 95050
Telephone: (408) 615-2210
Fax: ( 408) 241-6771
PERKINS + WILL, INC.
a Delaware corporation
Dated: 02..· 04-· U>14
By (Signature) : -AALiti;---+--~.~~- · ~ ------;.-- ------- Name: - ~---.,,~et_i _S~il~w-a-1 -~-----------
------------------
Title: Principal-in-Charge
Principal Place of 2 Bryant Street, Suite 300
Business Address: San Francisco, CA 94105
Email Address: [email protected]
Telephone: (415) 856-3000
Fax: (415) 856-3001
"CONTRACTOR"
l:IPLANNING\Admin\Contra cts\Perkins + Will\Tasman East\Amendmnet No 2\Amendment No. 2 - Perkins and Will.do c Amendment No. 2 to Agreement/Perkins + Will, Inc.
Rev. 08/28/2018
TASMAN EAST FOCUS AREA PLAN ADDITIONAL SERVICES
November 5, 2018
Perkins + Will
TASK 9: Ongoing professional services during extended Traffic Assessment Analysis Task.
TASK 10: Prepare for, attend and issue summary report for second developer meeting early May 2018 and incorporate any agreed revisions to the draft Specific Plan report.
TASK 11: Prepare for and attend second City Council study session June 26 2018.
TASK 12: Respond to multiple rounds of partial stakeholder and City staff comments on second draft report and reissue draft report for review and discussion at various City staff/stakeholder meetings May and June 2018.
TASK 13: Prepare for and attend third City Council study session early September 2018.
TASK 14: Allow for final round of comments from Developers/Stakeholders to ensure compatibility of Design Intent and Guidelines with known developer proposals. Finalize report upon completion of all negotiations and agreed revisions with developers.
TASK 15: Prepare two street level renderings indicating scale, character and location of potential development, including streetscape improvements and any public open space which may appear in the selected viewpoints. P+W to work with City staff to select rendering viewpoints.
TASK 16: Attend 4 meetings with developers at City Hall in August and September 2018 to review developer concerns regarding building controls, open space and TOM measures.
TASK 17: Prepare for and attend Planning Commission study session September 2018 and Planning Commission hearing October 2018.
David]. Powers and Associates
Service CA2.1: Following initiation of the EIR preparation, the project description was modified to include a 600 student school within the Plan Area which required circulation of a revised NOP and review of additional public comments on the project. Three iterations of the proposed Specific Plan have also been prepared, requiring review of the project details to ensure the accuracy of the EIR project description and impact analysis. The project has also required review of several iterations of the transportation impact analysis scope of work and review of multiple iterations of the draft transportation impact analysis. Our original scope of work also assumed the Specific Plan EIR process would be completed in one year. The current total estimated schedule for the EIR is 2.5 years which has contributed to the need for additional effort to complete the EIR process.
Service CA2.2: This budget amendment request covers work to complete the Draft EIR and Final EIR for the project. Completion of the Draft EIR required a significant amount of coordination with the City and their outside counsel to revise administrative drafts of the document and finalize the Draft EIR. The work included additional services by the project biologists to reach conclusions on the impacts of the project and discuss their findings with the City. Those services included responding to several rounds of comments on the biological resources report, participating in conference calls, and performing additional analyses related to the potential for birds to collide with tall buildings and for tall buildings to reduce habitat quality in adjacent areas. DJP&A review and coordination of revised Specific Plan roadway network exhibits and attendance at additional meetings and conference calls was also required. This contract amendment assumes approximately 89 hours of DJP&A staff time to complete the Final EIR for the project, attend coordination meetings, and attend hearings for the Specific Plan.
The cost to complete the Final EIR is anticipated to be $15,125 for DJP&A staff time and $5,382 for the additional biological services, a total of $20,507. This cost estimate assumes that comments received on the Draft EIR for the Specific Plan do not exceed 25 total pages in length or result in the need for additional technical analysis.
Fehr+Peers
Additional transportation impacts analysis as requested by City DOT staff.
Contract Amendment #2
SUMMARY
REVISION J
5-Nov-18
P+W Add. Service TASK 9
P+W Add. Service TASK 10
P+W Add. Service TASK 11
P+W Add. Service TASK 12
P+W Add. Service TASK 13
P+W Add. Service TASK 14
P+W Add. Service TASK 15
P+W Add. Service TASK 16
P+W Add. Service TASK 17
David J Powers and Assoc. Add.
Service CA2.l
David J Powers and Assoc. Add.
Service CA2.2
Fehr+Peers Add. service
SUBTOTAL CONTRACT AMENDMENT
#2
ORIGINAL CONTRACT SUM
AMENDMENT #1
REVISED NOT-TO-EXCEED AMOUNT
Hrs
5 6
6 36
12 TASMAN EAST BASIC AND ADDITIONAL SERVICES FEE SCHEDULE Principal Project Manager Senior Urban Designer Landscape architect Jr. UD/Production Subtotal $ 285 Hrs $ 250 Hrs $185 Hrs $185 Hrs $125
$1,425 10 $ 2,500 8 $1,000 $4,925.00
$1,710 8 $2,000 6 $1,110 16 $2,000 $6,820.00
$1,710 6 $1,110 $2,820.00
4 $1,000 12 $2,220 4 $ 740 16 $2,000 $5,960.00
6 $1,110 6 $1,110 $2,220.00
$10,260 26 $6,500 46 $8,510 104 $19,240 94 $11,750 $56,260.00 $3,000.00
$3,420 12 $3,000 10 $1,850 4 $ 740 $9,010.00
12 $ 2,220 12 $2,220 $4,440.00
$50,335.00
$20,507.00
$20,290.00
$186,587.00
$759,425
$194,870
$1,140,882
Eblx Insurance No. S00003424
AMENDMENT NO. 3
TO THE AGREEMENT FOR SERVICES
BETWEEN THE
CffY OF SANTA CLARA, CALIFORNIA,
AND
PERKINS+ WILL, INC.
PREAMBLE
This agreement ('
1 Amendment No. 3") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Perkins + Will, Inc., a Delaware corporation (Contractor). City and Contractor may be referred to individually as a
1 'Party" or collectively as the UParties'' or the "Parties to this Agreement. 11 RECITALS
A. The Parties previously entered into an agreement entitled 11 Agreement for
Professional Services by and between the City of Santa Clara, California, and Perkins + Will, Inc.'\ dated April 291 2016 (the "Original Agreement"); B. The Original Agreement was previously amended by Amendment No. 1, dated October 27, 2017 and Amendment No. 21 dated February 4, 2019. The Original Agreement and all previous amendments are collectively referred to herein as the "Original Agreement as Amended"; and
C. The Parties entered into the Original Agreement as Amended for the purpose of having Contractor prepare the Tasman East Specific Plan, and the Parties now wish to amend the Original Agreement as Amended to expand the Scope of Services to prepare an amendment to the approved Tasman East Specific Plan.
The Parties agree as follows:
AGREEMENT TERMS AND CONDITIONS
1. AMENDMENT TERMS AND CONDITIONS
A. That Section 5 of the Original Agreement as Amended, entitled 'Term of Agreement," is hereby amended to revise the termination date of the Agreement to June 30, 2020.
B. That Exhibit A, entitled nscope of Services,'1 of the Original Agreement as Amended, is her-eby appended to include the attached document entitled "Additional Scope of Services."
C. That Exhibit'B, entitled ''Fee Schedule," of the Original Agreement as Amended, is hereby appended to include the attached ""Budget for Additional Services."
Amendment No. 3 to AgreemenUPerkins + WUI, Inc.
Rev. 08/28/18
2. TERMS
All other terms of the Original Agreement as Amended which are not in conflict with the provisions of this Amendment No. 3 shall remain unchanged in full force and effect. In case of a conflict in the terms of the Original Agreement as Amended and this Amendment No. 3, the provisions of this Amendment No.3 · shall control.
3. COUNTERPARTS
This Amendment No. 3 may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.
The Parties acknowledge and accept the terms and conditions of this Amendment No. 3 as evidenced by the following signatures of their duly authorized representatives. ~ ity Attorney
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
DE
City anager
1500 Warburton Avenue
Santa Clara, CA 95050
Tetephone: (408) 615-2210
Fax: (408) 241-6771
PERKINS + WILL, INC.
a Delaware corporation
Dated: ~ST ~
By (Signature): ==Jffed?=====· ·=~==· ===================== Name: Geeti Silwal ------------~---- Tit I e: _P_r_in_c_._ip_a_l-_in_-C_ha_r __ g_e _________ _ Principal Place of 2 Bryant Street, Suite 300
Buslness Address: _S_a_n_Fr_a_n_ci_sc_o~1_C_A_94_10_5 _______ _ Email Address: _G_e_e_t_i.s_i_lw_a__,[email protected]_e_rk_in_s_w_il_l.c_o_m ______ _ Telephone: ~(~4_15~)_8_56_-_30_0_0 _________ ~-
Fax: (415) 856-3001
HCONTRACTOR
11 l:\PLANNING\Admin\Contracts\Perkins + Will\Tasman East\Amendment No 3\Amendment No. 3 - Form.doc
Amendment No. 3 to Agreement/Perkins+ Will, Inc.
Rev. 08/28/2018
Page2
EXHIBIT A
ADDITIONAL SCOPE OF SERVICES
The additional Services to be performed for the City by the Contractor under this Amended Agreement are set forth below.
1. OUTLINE SCOPE OF WORK
A. Strategic Economics (SE)
• District-Based Funding Options for Operations and Maintenance: SE will assist the City in examining district-based funding mechanisms that can support operations, programming, and maintenance of the Calle del Sol extension plaza, and will provide a recommendation as to whtch mechanism is most appropriate. The examined options will include business improvement districts. property-based improvement districts, and community benefit districts. Each of these districts provides sufficient funding for basic operations and maintenance (but not major capital improvements or land acquisition) and creates a local entity that can represent the interests of local stakeholders. The districts vary, however 1 in whether businesses, property owners 1 and/or residents contribute funding. Strategic Economics will first provide an explanation of how each district type is funded and structured, and the pros and cons of implementing the district in Tasman East. These pros and cons will focus on qualitative considerations such as stakeholder interest, the relationship of contributors to the likely benefits provided, etc.
o Based on this information, Strategic Economics will then work with City staff to determine which structure would be implementable and appropriate for Tasman East As part of this effort, Strategic Economics staff will partidpate in calls with City staff, up to one in person meeting wlth staff, and participate in up to one in-person meeting with developers and property owners in the Tasman East area to present the findings of the initial pros/cons memo.
o Deliverables:
• Draft memo providing explanation of different district based funding mechanisms and their pros and cons for
the Tasman East area.
• Final revised version of draft memo that identifies the selected district-based funding mechanism, the reasons
for its selectiont and the next steps to be undertaken for the mechanism's implementation
Amendment No. 3 to Agreement/Perkins + Will, lnc./Exhibit A Rev. 08128/2018
Page3
• Plan Revisions: SE will update sections of the plan as-needed, including incorporation of new findings regarding district-based tools selection and implementation.
8. David J. Powers and Associates/ Fehr and Peers
• Prepare El R addendum to represent revised circulation and access strategy, including text and graphics
C. Perkins + Will
• Develop layout of bike and pedestrian route and possible new mid-block plaza
• Coordinate with developers to ensure compatibility of Specific Plan addendum and deve~oper proposals for public realm
• Update alt text and diagrams in Specific Plan Report which are affected by the revised Calle del Sol extension layout
• Create any new diagrams, plans, sections which are necessary to communicate the revised layout
• Coordinate with SE, DJP&A and F&P to ensure compatibility of all updates • Coordinate with CSC planning staff and City Manager's Office to confirm preferred option(s) and layout
• General team management, contract amendment, invoices etc.
2. SCHEDULE
Six to eight weeks, including two to four weeks for internal CSC decision-making process
Amendment No. 3 to Agreement/Perkins + Wi111 lnc./Exhibit A Rev. 08/28/2018
EXHIBIT B
BUDGET FOR ADDITIONAL SCOPE OF SERVICES
For the additional services described in Exhibit A, the cost of said services will be as follows:
Strategic Economics (SE)
David J. Powers & Associates (DJP)
and Fehr & Peers (FP)
Perkins + Will, Inc. (P+W)
Total
$15,550
$10,000
$20,000
$45,550
Combined with the previous scope of services, the total value of this agreement shall not exceed one million one hundred eighty~six thousand four hundred thirty-two dollars ($1, 186A32).
Amendment No. 3 to Agreement/Perkins+ WHI, lnc./Exhibit B Rev. 08/28/2018
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
21-757 Agenda Date: 7/6/2021
REPORT TO COUNCIL
SUBJECT
Action on Amendment No. 4 to the Agreement for Professional Services with Perkins + Will for the Tasman East Specific Plan and Related Budget Amendment
COUNCIL PILLAR
Promote and Enhance Economic, Housing, and Transportation Development
BACKGROUND
In 2016, the City conducted a competitive Request for Proposal (RFP) for professional services to assist City staff with preparation of a Specific Plan and an associated Environmental Impact Report (EIR) for the Tasman East Focus Area. Through this process, Perkins + Will was selected and awarded an agreement with a completion date of September 30, 2017. (See attached Attachment #2 for Executed Original Agreement and Agenda Report.)
In October 2017, the agreement was amended to include additional traffic modeling to determine the Specific Plan’s impact on greenhouse gas emissions and to incorporate those revisions into the EIR as well as well as the Specific Plan document. (See attached Attachment #3 for Executed Amendment No. 1 and Agenda Report.)
In January 2019, the agreement was amended to include additional outreach with key stakeholders and to finalize the environmental analysis that was needed to complete the Specific Plan process. (See Attachment #4 for Executed Amendment No. 2 and Report to Council.) In August 2019, the agreement was amended for Perkins + Will to perform additional analysis related to maintaining the Primavera sewer lift station in its current location and reconfiguring the proposed Calle del Sol extension into a pedestrian paseo. (See Attachment #5 for the Executed Amendment No. 3 and Report to Council.)
The Tasman East Specific Plan was adopted by the City Council in November 2018. Of the 4,500 units supported through the adopted specific plan, developers have submitted applications for a total of 4,484 units on approximately two-thirds of the available land development area. Given the continued demand to provide new housing in the Tasman East area, the opportunity to gain additional unit yield within an area already planned for housing, and the benefit of building out a complete residential mixed-use neighborhood as envisioned within the Specific Plan, the City is considering creating additional capacity in the Tasman East area by preparing an amendment to the Specific Plan and conducting environmental clearance to add 1,500 residential units within the Tasman East Specific Plan boundaries. To undertake the process, the City is proposing to amend its contract with Perkins + Will, the planning consultants used for the original specific plan.
The proposed contract amendment for $275,000 would increase the not-to-exceed amount to City of Santa Clara Printed on 7/1/2021Page 1 of 6
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21-757 Agenda Date: 7/6/2021
$1,461,432 and extend the agreement through June 30, 2022.The scope of tasks and budget to develop a Specific Plan Amendment to allow up to an additional 1,500 residential units in Tasman East include:
· $52,000 for the preparation of the Specific Plan Amendment document including the updated land use plan and diagrams;
· $106,000 to conduct Level of Service and Vehicle Miles Traveled traffic analysis; · $6,500 to update existing utility conditions which may have changed since the original Specific Plan preparation and make recommendations for potential infrastructure upgrades or future analyses that may be required to accommodate the projected demands; · $84,984 to prepare the Subsequent Environmental Impact Report for the project in accordance with the California Environmental Quality Act; and · $25,516 to be available for contingency purposes.
In addition to the required environmental review for 1,500 additional units, the contract amendment would also include a transportation analysis that details the effects of additional traffic on surrounding roadways, and a building form study to determine if additional design controls are necessary as a part of updating the specific plan to create more residential capacity.
The proposed Amendment No. 4 was initially discussed at the March 9, 2021 City Council meeting.
During the Council discussion some Councilmembers expressed concern with approving the contract and thus allowing preparation of an amendment to the Specific Plan that would allow up to an additional 1,500 housing units without first better understanding the City’s strategy for providing amenities to support the additional housing growth. Because the Amendment costs would be funded by a grant received by the City, approval of the contract and associated budget action requires five affirmative votes from the City Council. Following the discussion on March 9, the City Council voted 4 -3 in favor of approving the contract Amendment and therefore did not approve the requested Amendment. The City Council then directed staff to return to the City Council with additional information on proposed amenities.
In April 2021 the American Planning Association California Chapter Northern Section selected the Tasman East Specific Plan as the 2021 winner of the Chapter’s Award of Excellence for a Large Jurisdiction Comprehensive Plan. In nominating the Specific Plan for this award the City highlighted the Plan’s focus on placemaking and amenities that contribute toward the development of a complete neighborhood.
DISCUSSION
At the March 10, 2021 City Council meeting, in response to the Council’s questions about the proposed contract amendment and overall planning approach for the Tasman East Specific Plan, staff provided the following information:
1. The proposed amendment would allow staff to engage a consultant and begin the process of preparing an update to the Specific Plan.
2. The planning process would provide opportunity to address the Council’s concerns regarding planning for parklands and amenities as part of the proposed Specific Plan amendment.
3. The number of units to be added to the Specific Plan has not been finalized. The contract amendment is described as allowing up to 1,500 residential units to be added to the 4,500 already supported by the Specific Plan.
4. The City Council previously reviewed staff proposal to amend the Specific Plan to add more City of Santa Clara Printed on 7/1/2021Page 2 of 6
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21-757 Agenda Date: 7/6/2021
units and approved the City’s application for a grant to fund the planning work.
5. The City received a grant of $310,000 from the State for the proposed Specific Plan amendment. This grant would fully fund the consultant costs and is intended to be applied to project’s that add to the City’s housing capacity.
6. Implementation of the Specific Plan has been very successful, with 4,485 units (of the 4,500 available) in the permitting process, including two 100% affordable projects, one of which is now under construction (Attachment 1).
Following discussion, the City Council directed staff to continue the item for a full presentation at a future meeting. Staff will provide a presentation at the July 6, 2021 City Council hearing. The following additional information is being provided in advance of the meeting to support the presentation.
Development Activity
The City has received eleven project applications within the Tasman East Specific Plan area (Attachment 2). These applications generally account for all of the units available (4,485 of 4,500), but utilize only about 65% of the Plan area. Notably, these include two 100% affordable projects and a senior housing project that will provide a mix of traditional senior units, as well as assisted and memory care units. The architecture and construction type also varies considerably between the projects.
Public Parklands and Open Space
The Tasman East Specific Plan will include a mix of public and private amenities. Public amenities include public park space, publicly accessible privately owned spaces (e.g., plazas, parklets and greenways), and private amenities (located within buildings and accessible to residents of the building). As part of the development of the Specific Plan, staff reviewed the Specific Plan open space strategy with the City Council on multiple occasions and per the direction of the City Council, the amount of open space was increased from 5 acres (public parkland) to 10 acres (5 acres of public parkland plus 5 acres of privately owned open space with private open spaces areas counted as 50% of their area). This approach was formally adopted as the Specific Plan Open Space Framework (Attachment 3).
Pending or approved projects include dedication for approximately 3.78 of the 5.0 acres planned for the area. This is consistent with the Open Space Framework in that 1.0 of parkland is planned for the Central area which has not yet had project in the vicinity of the planned park. The balance of
0.22 acres is accounted for by the fact that the 100% affordable St. Anton project utilizes an exception to the City’s dedication requirement as allowed under State law for 100% affordable housing projects.
Eventual development within the Central area would be expected to deliver the 1.0 acres of dedicated parkland planned for that area. However, as part of the proposed process to prepare an Amendment to the Specific Plan, staff is recommending that the appropriate amount of parkland be evaluated and increased along with the proposed addition of residential units.
Applications on file as designed would deliver 4.58 acres of Open Space as defined in the Specific Plan. Like the planned park areas, one component of the Open Space, the greenways, is also tied to specific areas of the Plan and would be further expanded as development proceeds within the Central and Station districts. A significant portion of the Open Space area is however tied to City of Santa Clara Printed on 7/1/2021Page 3 of 6
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development and so a greater portion has been achieved with the initial applications. As with the parkland, the planned amount of open space could be increased as part of the preparation of a Plan amendment.
Attachment 4 illustrates the combined parkland and open space area (8.36 acres) provided through the initial planning applications which each project site plan overlayed upon the existing condition aerial photo.
On-site Amenities
Each of the projects includes a considerable amount of on-site amenities for their residents. As an illustration of this, the amenities for five of the projects are listed in Attachment 5. Residents will have access to swimming pools, BBQ facilities, co-working space, a variety of lounges, fitness centers, game rooms, etc.
Local Context
Calle de Luna will serve as the new ‘main street’ for the Tasman East neighborhood, including a mix of restaurants and other retail uses. It is also significant that the neighborhood is adjacent to the Related Santa Clara development which will provide ready access to a wide variety of restaurants and other recreational amenities.
Reason for Contract Amendment
While the original contract with Perkins + Will was intended to be comprehensive, the first two amendments (Amendment No 1 and Amendment No 2) were necessary to address the need for additional environmental analysis identified through the initial environmental review process and to address changes in CEQA requirements. As the City undertook implementation of the Specific Plan, it further became apparent that modifications to the Plan would be helpful to achieve the City’s objective of supporting the near-term development of much needed housing while also maintaining the overall Plan goals and objectives. The current amendment is desirable as it would allow the City to further achieve those goals and objectives by allowing additional residential development within the Plan area. Amendments to Specific Plans are not unusual as issues can be identified through implementation of the Plan that were not anticipated at the beginning of the planning process when the original contract scope was developed. In this case, the success of the Plan and the strong housing market have resulted in an accelerated implementation process and the need to amend the consultant contract to make amendments to the Plan in the near term.
ENVIRONMENTAL REVIEW
The Tasman East Specific Plan was analyzed under an EIR adopted and certified by the City Council on November 13, 2018. An addendum to the Environmental Impact Report that provided additional analysis related to the Calle del Sol paseo was prepared in conjunction with Amendment No. 3, which was adopted by the Council on November 17, 2020. A Subsequent Environmental Impact Report (SEIR) that details the changes to the environment based on the expanded scope will be prepared in accordance with the scope of work proposed under this Amendment.
FISCAL IMPACT
The project is being funded through the State’s Planning Grants program. The proposed amendment was specifically funded by the Planning Grants Program, and the City of Santa Clara was awarded $310,000 for this purpose (Attachment 6). This is a reimbursable grant, so the following budget City of Santa Clara Printed on 7/1/2021Page 4 of 6
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amendment is recommended to appropriate the full grant award. As the City meets deliverables within this grant, staff will apply for reimbursement of costs. The remaining $35,000 of the grant funding will be used to cover costs related to City-completed Water and Sewer technical reports, recordation fees, mailings, public outreach, and other project expenses.
FY 2021/22 Budget Amendment
Current
Budget
Increase /
(Decrease)
Revised
Budget
Other City Departments Operating
Grant Trust Fund
Revenue
Grant Funding - State’s Planning Grants
Program
$0 $310,000 $310,000
Expenditures
Planning Grants Program $0 $310,000 $310,000
COORDINATION
This report has been coordinated with the Finance Department and the City Attorney’s Office.
PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]>
RECOMMENDATION
1. Consistent with City Charter Section 1305 , “At any meeting after the adoption of the budget, the City Council may amend or supplement the budget by motion adopted by the affirmative votes of
at
least five members
so as to authorize the transfer of unused balances appropriated for one purpose to another purpose, or to appropriate available revenue not included in the budget,” approve the FY 2021/22 budget amendment in the Other City Departments Operating Grant Trust Fund to recognize grant revenue in the amount of $310,000 and establish a Planning Grants Program appropriation in the amount of $310,000 (five affirmative council votes required to appropriate additional revenue); and
2. Authorize the City Manager to execute Amendment No. 4 to the Agreement with Perkins + Will for professional services to prepare the Amendment to the Tasman East Specific Plan to allow up to 1,500 additional units in the Tasman East area, along with preparation of the associated environmental clearance by increasing the amount of the agreement by $275,000 and extending the term of the agreement through June 30, 2022 for a revised not-to-exceed maximum compensation of $1,461,432.
Reviewed by: Andrew Crabtree, Director, Community Development Department City of Santa Clara Printed on 7/1/2021Page 5 of 6
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21-757 Agenda Date: 7/6/2021
Approved by: Deanna J. Santana, City Manager
ATTACHMENTS
1. Tasman East St. Anton Project under construction
2. Tasman East Planning Applications
3. Tasman East Specific Plan Open Space Framework Diagram
4. Tasman East Green Spaces
5. Tasman East Project Amenities
6. Amendment No. 4 with Perkins + Will
7. Original Executed Agreement and Agenda Item #13.B
8. Amendment No. 1 and Agenda Item #13.B6
9. Amendment No. 2 and RTC 19-1515
10. Amendment No. 3 and RTC 19-736
11. Planning Grants Program (PGP) Award Letter
City of Santa Clara Printed on 7/1/2021Page 6 of 6
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EBIX Insurance No. S200003424
AMENDMENT NO. 4
TO THE AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
PERKINS + WILL, INC.
PREAMBLE
This agreement ("Amendment No. 4") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Perkins+ Will, Inc., Delaware 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 Professional Services by and between the City of Santa Clara, California, and Perkins+ Will, Inc.", dated April 29, 2016 (Agreement); B. The Agreement was previously amended by Amendment No. 1, dated October 27, 2017, Amendment No. 2 dated February 4, 2019, and Amendment No. 3 dated August 27, 2019, and is again amended by this Amendment No. 4. The Agreement and all previous amendments are collectively referred to herein as the "Agreement as Amended"; and
C. The Parties entered into the Agreement as Amended for the purpose of having Contractor prepare the Tasman East Specific Plan, and the Parties now wish to amend the Agreement as Amended to prepare an amendment to the approved Tasman East Specific Plan, to draft a Subsequent Environmental Impact Report, to increase the amount of compensation, and to extend the agreement through June 30, 2022, subject to the appropriation of funds.
NOW, THEREFORE, the Parties agree as follows:
AMENDMENT TERMS AND CONDITIONS
1. Section 5 of the Agreement as Amended, entitled "Term of Agreement", is hereby 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 the Agreement shall begin on the Effective Date of this Agreement terminate on June 30, 2022."
Amendment No. 4 to AgreemenUPerkins + Will, Inc.
Rev. 10/25/19
2. Exhibit A of the Agreement as Amended, entitled "Additional Scope of Services ", is hereby amended to read as shown in Fourth Revised Exhibit A, Scope of Services, attached and incorporated into this Amendment No. 4.
3. Exhibit B of the Agreement as Amended, entitled "Budget for Additional Scope of Services", is hereby amended to read as shown in Fourth Revised Exhibit B, Fee Schedule, attached and incorporated into this Amendment No. 4.
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.
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.
Approved as to Form :
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Alexander ~~g~: :::igned by Alexander
Abbe for ?a~'.~~021.oe 2s og42,s1
BRIAN DOYLE
City Attorney
r ' [}EAN A . ANTANA
~ity Marr ger
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
PERKINS + WILL, INC
A DELAWARE CORPORATION
Dated: 18 February 2021 . ~
By (Signature): /41,d;· ~
Name: Geeti Silwal '1_
Title: Principal-in-Charge
Principal Place of 2Bryant Street, Suite 300
Business Address: San Francisco , CA 94107
Email Address: ....9..eeti.silw._a~l@= p.;:;.e;.;.;rk;.;.;.in.;;;s;,;,;w;.;.;il~l.c;;;.;o;;.:,m,;.;__ ______ _ Telephone: (415) 856-3000
Fax: (415)856-3001
"CONTRACTOR"
Amendment No. 4 to AgreemenUPerkins + Will, Inc.
Rev. 10/25/2019
Page2
FOURTH REVISED EXHIBIT A
SCOPE OF SERVICES
The additional services to be performed for the City of Santa Clara ("City") by the Contractor under this Amended Agreement are set forth below. The additional services include contributions from Perkins & Will (Contractor) and the following subcontractors:
BKF, Fehr & Peers, David J. Powers & Partners, and Strategic Economics.
1. Perkins & Will shall provide the following services:
1.1. Task 1: Contractor will make any necessary edits to the Specific Plan Report, including any changes from Fehr & Peers (F+P) and David J. Powers & Partners (DJP&A).
1.2. Task 2: Contractor will provide overall management of consultant team and client interface (for approximately 52 weeks, which DJP&A states is the required duration for subsequent Environmental Impact Report).
1.3. Task 3: Contractor will evaluate the impacts on urban form of an increase of up to 1,500 units on properties within the site boundary that have not yet been included in the known 'pipeline' projects of developers, either on file or pending applications. This Task 3 deliverable may be included within the Specific Plan Report; or it may be maintained as a separate document for the benefit of CSC Staff to understand the dynamics of development opportunities and the impacts of the potential consolidation of properties.
1.3.1. Contractor will build an 'existing conditions' base model, including 3D modeling, of the 3,949 residential units in the planning pipeline (based on information provided by City staff or the proponents), plus all other existing buildings.
1.3.2. Contractor will investigate various scenarios, specific below, for how the remaining units might be accommodated on site, in compliance with the approved design controls (tower separation, densities, etc.) in the Specific Plan Report.
• With no further consolidation of properties (this approach may not even yield 6,000 units because of the size of the non-consolidated properties, but it will provide a new 'benchmark' of how much development could be anticipated if each property owner redeveloped independently)
• With modest consolidation of properties
• With widespread consolidation of properties
1.3.3. Contractor shall prepare visuals for review and comment by City staff and optional City Council study session.
1.3.4. Contractor will incorporate City feedback and finalize deliverables, showing a realistic range of options for how development may occur.
Amendment No. 4 to Agreement/Perkins + Will, lnc./Fourth Revised Exhibit A-Scope of Services Page 3 Rev. 10/25/2019
1.3.5. Contractor will develop any necessary additional massing controls and building design guidelines to ensure additional development will be compliant with the City's expectations.
2. BKF Scope of Services
2.1. See Appendix A.1 incorporated herein.
3. Fehr & Peers Scope of Services
3.1. See Appendix A.1 incorporated herein.
4. David J. Power & Associates (DJP&A) Scope of Services
4.1. See Appendix A.1 incorporated herein.
4.2. Assumptions by DJP&A:
4.2.1. Given that this EIR will be focused on issues related to the development increase DJP&A only assumed one Administrative Draft EIR and then a Screencheck version prior to printing, to reduce the overall schedule.
4.2.2. DJP&A have allowed 10 weeks for the TIA after the City approves the trip generation assumptions (approximately four (4) months total).
5. Strategic Economics Scope of Services
5.1. Per correspondence with City staff, the market study and fiscal impact analysis do not need to be updated for this project. In the absence of a clearly defined scope of services Strategic Economics will be available on-call for advisory services to City staff and other members of the design team. This would potentially include qualitative assessment and guidance regarding potential changes to the plan area's mix of land uses and their locations. Any on-call work would be funded from the project contingency and be subject to prior approval from City staff.
Amendment No. 4 to AgreemenUPerkins + Will, lnc./Fourth Revised Exhibit A-Scope of Services Page 4 Rev. 10/25/2019
1. BKF Scope of Services
Exhibit A Appendix A.1
Subcontractor Scope of Services
Task 1: Evaluate Infrastructure Impacts
Scope of Work: BKF will meet with City of Santa Clara Water and Sewer Utilities Department, Silicon Valley Power, and PG&E to update existing conditions that may have changed since 2017. This research will include documenting any known upgrades to downstream sewer mains and pump stations that have been implemented or are planned, as well as improvements to the transmission and distribution systems for gas, water and electricity. Additionally, BKF will update documents prepared in 2017 to add 1,500 residential units to the proposed development scenarios and make recommendations for potential infrastructure upgrades or future analyses that may be required to accommodate the projected demands. The updated documents will include sewer and water demand projections that can be used by City Staff to prepare a Water Supply Assessment and perform further hydraulic analyses in-house as-needed. 35 Estimated Hours
2. Fehr & Peers Scope of Services
TASK 1: SPECIFIC PLAN UPDATE
Fehr & Peers will work with the Perkins + Will team to update relevant sections of the Tasman East Specific Plan. Based on discussions with the City, Fehr & Peers understand there is a desire to update select portions of the specific plan, potentially including parking, TOM, street layout, and related circulation policies.
Fehr & Peers have allocated up to 48 hours for this task.
TASK 2: TRANSPORTATION IMPACT ANALYSIS
Fehr & Peers will prepare a Transportation Impact Analysis (TIA) for use in the Specific Plan EIR.
The operations of up to 20 intersections and 20 freeway segments will be evaluated during the weekday morning (AM) and evening (PM) peak hours for the scenarios as shown below. If the project size is large enough such that more than 20 intersections could potentially be impacted and the City determines there Amendment No. 4 to AgreemenUPerkins + Will, lnc./Fourth Revised Exhibit A-Appendix A.1 Rev. 10/25/2019
is a need to include additional intersections, Fehr & Peers will analyze more intersections for an additional fee.
Scenario 1: Existing Conditions - Existing volumes obtained from counts representing peak traffic conditions during the morning and evening commute periods, plus previously approved trips from the current version of the Tasman East Specific Plan.
Scenario 2: Background Conditions - Existing volumes plus traffic from approved but not yet constructed and unoccupied
developments in the area, including Phases 1-3 of City Place and previously approved trips from the current version of the Tasman East Specific Plan.
Scenario 3: Background Plus Project Conditions - Background volumes from Scenario 2 plus project traffic.
Scenario 4: Cumulative No Project Conditions - Fehr & Peers will use VT A's model refined for the proposed City Place Project, which includes approved trips from the current version of the Tasman East Specific Plan.
Scenario 5: Cumulative Plus Project Conditions - Scenario 4 volumes plus traffic generated by the Project.
Fehr & Peers will use the VTA Transportation Impact Analysis Guidelines and the TRAFFIX software package to analyze transportation impacts and intersection operations. Freeway segments will be analyzed in accordance with VTA guidelines. The TIA will also address potential impacts to transit service, bicycle activity, and pedestrian activity.
Task 2.1: Initial Trip Generation Estimates, Data Collection and Evaluation of Existing Conditions
Under this task, Fehr & Peers will develop vehicle trip generation estimates, along with trip distribution, and trip assignment for the proposed project. Initial project vehicle trip generation estimates, distribution patterns, and assignments will be submitted to City staff for review and will be refined if necessary to respond to their comments.
Once the final scope is approved by the City, Fehr & Peers will compile and review the available background documents relevant to the study area. Fehr & Peers will collect the following information for transportation facilities within the project area:
Motor Vehicle Traffic: Fehr & Peers has budgeted for analysis of up to 20 intersections and 20 freeway segments, to be confirmed by the City once initial Amendment No. 4 to Agreement/Perkins + Will, lnc./Fourth Revised Exhibit A-Appendix A.1 Rev. 10/25/2019
trip generation estimates are developed. The final set of intersections and freeways segments will be selected based on consultation with the City. Due to the current COVID pandemic, Fehr & Peers will not conduct new traffic counts at any new intersections. Instead, Fehr & Peers will use previous counts provided by the City and apply a reasonable growth factor to estimate traffic volumes that would exist under ordinary, non-pandemic conditions.
This task includes a site visit to observe peak hour transportation operations, obtain lane configurations, and other site specifics such as physical characteristics of the site and the surrounding transportation network.
Transit, Pedestrian and Bicycle Conditions: Fehr & Peers will also update the description of existing transit service, bicycle conditions and pedestrian conditions in the vicinity of the Specific Plan.
Task 2.2: Evaluate No Project Conditions
Fehr & Peers will evaluate a No Project scenario under Background and Cumulative Conditions. Volumes for Background Conditions will be derived accounting for approved, but not yet constructed projects in the Plan area.
Volumes for Cumulative Conditions will be obtained from the City Place version of the VT A's travel demand model. The City Place version of the VTA travel demand model has been validated and calibrated.
Task 2.3: Evaluate Project Conditions
Fehr & Peers will adjust the volumes developed in the Background and Cumulative No Project scenario to account for improvements to circulation and transportation demand management strategies from the Project. Once estimates of vehicle trip generation have been developed, the directions of approach and departure of trips will be estimated based on the locations of complementary land uses, existing travel patterns in the area, and proposed modifications of the roadway network. The project vehicle trip generation estimates, distribution pattern, and assignments will be refined to respond to comments received from City staff. Intersection LOS calculations will be conducted to estimate the LOS of the study locations during the AM and PM peak hours after completion of the proposed project.
Task 2.4: VMT Analysis
VMT has been adopted as a statewide metric for evaluating project transportation impacts in accordance with SB 743 and guidance prepared by the Governor's Office of Planning and Research (OPR). VMT is presumed to be less than Amendment No. 4 to Agreement/Perkins+ Will, lnc./Fourth Revised Exhibit A-Appendix A.1 Rev. 10/25/2019
significant due to the Specific Plan area's proximity to high-frequency transit; as a result Fehr & Peers will not conduct a quantitative analysis of VMT but will instead qualitatively discuss why VMT effects are expected to be less than significant.
VTA's new VMT Evaluation Tool will be used to support the qualitative assessment and confirm the Specific Plan area meets eligible VMT screening criteria. A more detailed quantitative analysis of VMT effects can be completed as an optional task.
Task 2.5: Transit Delay Analysis for Buses and Rail Routes Fehr & Peers will conduct a transit delay analysis for buses and rail routes in the vicinity of the Specific Plan. For the purposes of this task, transit network performance will be analyzed during the AM and PM peak hour based on the average transit vehicle delay associated with congestion at signalized intersections along a specified corridor with and without the Project.
The change in average transit vehicle delay will be determined using the following process:
• Review Traffix analysis software output for intersection delay. The average delay, by movement, at each intersection within a study corridor in the transit vehicle path of travel will be determined.
• The transit vehicle average delay due to congestion at intersections will be determined by summing the movement delay for each signalized intersection along the study transit corridor. The effects of transit signal priority or preemption will not be considered.
• Without and With Project average transit vehicle delay associated with congestion at intersections will be compared. Note that the transit vehicle dwell time at transit stops is not included in the analysis.
The City of Santa Clara and the VTA do not have documented standards related to transit corridor performance associated with congestion resulting from new development projects. The agencies also do not have a documented method for determining which transit corridors should be analyzed. For purposes of this study, the following routes within one mile of the Specific Plan area and that have full day service with a frequency of 30 minutes or less will be analyzed:
• VTA Orange Line - Tasman Drive: North First Street to Great America Parkway
• VTA Green Line - Tasman Drive: North First Street to Great America Parkway
Amendment No. 4 to AgreemenVPerkins + Will, lnc./Fourth Revised Exhibit A-Appendix A.1 Rev. 10/25/2019
• Route 57 - Great America Parkway: Mission College Boulevard to Tasman Drive
• Route 59 - Great America Parkway: Mission College Boulevard to Tasman Drive
Potential mitigation measures will consider improvements such as increased transit service frequencies, improved pedestrian/bicycle access, and other improvements to enhance transit travel and reduce conflicts with general automobile traffic.
A transit capacity analysis is neither required as part of the VTA TIA Guidelines, nor is in the latest Governor's Office of Planning and Research (QPR) guidance.
As a result this task will focus primarily on transit delay, rather than transit capacity. However, given the nature of the Specific Plan and its proximity to transit, Fehr & Peers propose to qualitatively evaluate the Project's effect on transit capacity at the Great America station, although this may not be identified as a Project impact.
Task 2.6: Identify Significant Operational Impacts, Recommend Mitigation Measures
The results of the analysis for the Project will be compared to the results for the corresponding No Project Conditions for the scenarios as described above to identify roadway impacts. Significant transportation impacts will be identified based on the City of Santa Clara's non-CEQA operational standard and in keeping with current state of the practice. If significant operational impacts are identified, Fehr & Peers will recommend feasible mitigation measures, such as TOM strategies and other innovative methods.
A morning and evening left-turn queuing evaluation will be conducted under Existing and Background Conditions at impacted intersection locations.
Specifically, Fehr & Peers will compare the 95th percentile queues from TRAFFIX output between the appropriate No Project and Plus Project scenarios. This analysis will be conducted for up to ten movements at locations where the project adds enough traffic that available storage may need to be modified. Per TIA guidelines, the queuing evaluation is required for only the near- term analysis and will not be conducted for Cumulative Conditions.
A freeway ramp queuing analysis will be conducted for freeway ramp intersections to confirm that project trips will not result in queue backups to the project mainline or require modifications to ramp metering rates. Ramp analysis will be conducted for all study intersections with on- or off-ramps and will be evaluated for Existing and Background scenarios. Queue lengths will be reported based on Traffix analysis outputs only; no additional analysis of queuing using other traffic analysis software programs is assumed to be part of this task.
Amendment No. 4 to AgreemenUPerkins + Will, lnc./Fourth Revised Exhibit A-Appendix A.1 Rev. 10/25/2019
The effect of the project on transit, bicycle, and pedestrian facilities will be evaluated in terms of conflicts with existing or planned facilities or creation of hazardous conditions for bicyclists or pedestrians. Similarly, Fehr & Peers will ensure efficient linkages with existing and potential future transit, bicycle and pedestrian facilities. Fehr & Peers will present specific mitigation measures that ensure adequate pedestrian, bicycle, transit, and automobile circulation within the project site and integration with the area's existing facilities.
Task 2.6: Documentation
Fehr & Peers will document our findings in a report that will include text, graphics, and tables to describe study analysis methods and results, the potential impacts of the proposed project, and corresponding mitigation measures. Fehr & Peers will submit one hard copy of the Administrative Draft TIA report and one separately bound appendix, plus one electronic version for review by the City.
This scope assumes up to 24 staff hours to respond to all comments on the Administrative Draft TIA report and prepare the Draft TIA.
Fehr & Peers will submit the Draft TIA report and Appendix for review by the City, VTA, and other agencies as applicable. This scope assumes up to 16 staff hours to respond to comments on the Draft TIA report received from the City of Santa Clara. Once the comments have been incorporated, Fehr & Peers will produce a Final TIA report and submit one hard copy and one electronic copy to City staff.
Each copy will have the report and appendices bound separately.
Deliverables:
• Administrative Draft Transportation Impact Analysis
• Agency Draft Transportation Impact Analysis
• Final Transportation Impact Analysis Chapter/Appendix for the Draft EIR Task 2.7: Response to Comments
Fehr & Peers will prepare response to comments received during the public review period regarding transportation and circulation.
Deliverables:
• Response to comments in written form
TASK 3: EIR CERTIFICATION AND ADOPTION
Fehr & Peers will assist with updates to the TIA to be included in the Final EIR based off comments received in Task 2 as well as changes adopted by either the Planning Commission or City Council.
Amendment No. 4 to Agreement/Perkins+ Will, lnc./Fourth Revised Exhibit A-Appendix A.1 Rev. 10/25/2019
Deliverables:
• Updated/Revised Transportation Impact Analysis Chapter/Appendix for the Final EIR
TASK 4: MEETINGS
Fehr & Peers will participate in up to 6 project team conference calls as part of this task. Fehr & Peers will also attend up to 2 public hearings as part of Specific Plan adoption.
3. David J. Powers and Associates (DJP&A) Scope of Services Per California Environmental Quality Act (CEQA) Guidelines Section 15162, 15163, and 15164, when an EIR has been certified for a project, no subsequent EIR shall be prepared for that project unless the lead agency determines that substantial changes to the project or circumstances under which the project is undertaken would result in new or greater significant impacts than previously disclosed in the certified EIR.
Modifications to the TESP may have significant impacts on air quality, greenhouse gas emissions, noise, and transportation . These resource sections will be addressed in a Subsequent EIR (SEIR), as described below.
Preparation of the Subsequent EIR
Kick-Off Meeting and Subsequent EIR Initiation
DJP&A will attend one SEIR kick-off meeting with the City and the project team to discuss the project, further refine the SEIR scope as needed, identify alternatives, and coordinate the scheduling and preparation of the SEIR.
Project Description and Notice of Preparation
DJP&A will draft a project description and provide it to the City and Perkins+ Will to review for accuracy . The project description will be based on project information to be provided by Perkins + Will. A preliminary list of project information needed is included on page 8 of this scope of work. Once the project description is finalized, DJP&A will prepare the SEIR NOP.
DJP&A will prepare the NOP for circulation by the City of Santa Clara. The NOP will include a brief project description, project location map, and discussion of potential environmental effects of the project. This scope includes DJP&A attendance at one public scoping meeting for the project. The text of the SEIR will incorporate relevant issues raised in the responses to the NOP received during the 30-day NOP circulation period.
Amendment No. 4 to Agreement/Perkins+ Will, lnc./Fourth Revised Exhibit A-Appendix A.1 Rev. 10/25/2019
Initial Study
DJP&A will prepare an Initial Study which will be incorporated in the SEIR as an appendix to focus the SEIR on potentially significant issues pursuant to CEQA Guidelines Section 15178. The significant issues are discussed further below.
Preparation of Administrative Draft Subsequent EIR
DJP&A will prepare a SEIR consistent with the requirements of CEQA and the City of Santa Clara. The SEIR will include an introduction, summary, project description, environmental setting, discussion of environmental impacts, and mitigation measures to reduce significant impacts. The primary issues anticipated to be addressed in the SEIR are air quality, greenhouse gas emissions, noise, and transportation, as described
Introduction
The introduction to the SEIR will describe the purpose of the SEIR, provide a general overview of the CEQA process, and describe the public participation process and opportunities for input.
SEIR Summary
A summary of the SEIR will include a brief description of the proposed project and identify the impacts of the project and proposed mitigation measures in tabular format. The summary will also briefly describe the project alternatives and address any known areas of public controversy.
Project Description
The SEIR will include a project description identifying the revised development totals anticipated in the Plan Area. The project description will also include a list of project objectives, necessary discretionary actions, and decision-making agencies. Maps and graphics will be provided to illustrate the text.
Existing Environmental Setting, Impacts, and Mitigation Measures The Administrative Draft SEIR will discuss those resource areas found to be potentially significant in the Initial Study analysis and/or those areas required to be included in the SEIR. The SEIR will provide: 1) a detailed description of the existing environmental setting; 2) impacts that may result from the proposed project; and 3) feasible mitigation measures to avoid or reduce impacts to a less than significant level. A discussion of the project's consistency with applicable plans and policies will be included with particular attention given to inconsistencies, if any are identified.
Based upon DJP&A current understanding of the project, DJP&A anticipate the key environmental issues for the project will include the following resources:
Amendment No. 4 to Agreement/Perkins + Will, lnc./Fourth Revised Exhibit A-Appendix A.1 Page 10 Rev. 10/25/2019
• Air Quality - The SEIR will evaluate air quality impacts from construction and operational emissions. Under contract with DJP&A, an air quality and greenhouse gas (GHG) assessment will be completed by Illingworth & Rodkin, Inc. (l&R) to assess impacts related to the proposed project.
Construction air quality impacts associated with the project will be addressed by predicting construction period regional criteria pollutant emissions. The latest version of the CalEEMod model will be used to quantify emissions. New sensitive receptors would be placed near sources of toxic air contaminants (TACs) and fine particulate matter (PM2.5). The previous air quality assessment will be updated using screening data provided by the Bay Area Air Quality Management District (BAAQMD). The SEIR will identify existing sources of TACs and PM2.5 in the TESP area and their concentrations.
These levels will be compared against BAAQMD CEQA thresholds (i.e., cancer risks of 10 cases per one million).
• Greenhouse Gas Emissions - GHG emissions would be computed using the CalEEMod model that is recommended by BAAQMD, as described above for air quality emissions. Default inputs for the Bay Area would be used in the model along with local information regarding transit, pedestrian, and bicycle modes of travel that would replace vehicle trips. The CalEEMod model would compute annual emissions that include traffic and indirect sources such as natural gas, electricity use, water usage, and generation of solid waste that is stored in landfills. The change in emissions compared with existing land uses assumptions would be evaluated. According to the latest version of the BAAQMD CEQA Air Quality Guidelines, GHG impacts from General Plans should be evaluated based on emissions per capita. The GHG analysis would work with City staff to develop a GHG per capita emission threshold, since plan development is anticipated to occur beyond 2020, where the BAAQMD thresholds become obsolete.
• Noise - The project proposes to increase the number of dwelling units and office space in the TESP area. l&R will prepare a brief noise memo which will calculate noise generated by construction activities and project-generated traffic at nearby sensitive land uses. The SEIR will assess the impacts of project construction and operation on residences in the vicinity of the Plan Area.
• Transportation - Modifications to the project would increase potential peak hour project- generated trips. Under contract with Perkins + Will, Fehr & Peers will prepare a Vehicle Miles Traveled (VMT) analysis per Senate Bill 7 43.
Additionally, Fehr & Peers will update the Traffic Impact Analysis that was prepared previously for the plan area. The SEIR will analyze, at a program level, impacts from any transportation improvements required for the project.
Pursuant to CEQA, the SEIR will also include a discussion of cumulative impacts; alternatives; growth inducing impacts; significant, unavoidable impacts; significant Amendment No. 4 to Agreement/Perkins + Will, lnc./Fourth Revised Exhibit A-Appendix A.1 Rev. 10/25/2019
irreversible environmental changes; references; and lead agency and consultants . Upon completion of the Administrative Draft Subsequent EIR, DJP&A will submit up to five hard copies of the document to the City for review and comment.
Draft Subsequent EIR and Notice of Completion
Revision of Administrative Draft Subsequent EIR/Preparation of Draft Subsequent EIR
Once the City provides DJP&A with comments on the Administrative Draft Subsequent EIR, DJP&A will revise the document and submit an electronic copy of the Screencheck Draft SEIR to the City for final review and comment . DJP&A will make any final revisions to the Screencheck Draft SEIR and prepare the Draft SEIR for public circulation. DJP&A will provide the City with up to 20 hard copies of the Draft SEIR for public distribution, a PDF of the document for posting on the City's website, as well as 15 CDs for the State Clearinghouse.
Notice of Completion
DJP&A will prepare the Notice of Completion (NOC), in accordance with the CEQA and City of Santa Clara requirements. The NOC will include a brief description of the project , the project location, and will state where copies of the Draft SEIR are available for review. DJP&A will submit an electronic draft of the NOC to the City for review and comment. DJP&A will revise and finalize the NOC based on City comments. DJP&A will transmit the NOC and copies of the Subsequent EIR to the State Clearinghouse on behalf of the City. This scope assumes the City will prepare a Notice of Availability and file it with the County Clerk.
Final Subsequent EIR, Mitigation Monitoring and Reporting program, and Other Related Items
Preparation of Final Subsequent EIR
Upon completion of the 45-day Draft SEIR circulation period, DJP&A will prepare an Administrative Draft Final SEIR. The Final SEIR will contain the following :
• List of persons and agencies who commented on the Draft SEIR; • Responses to comments on the Draft SEIR;
• Revisions to the SEIR text, as necessary; and
• Copies of letters received on the Draft SEIR.
This scope of work assumes approximately 20 hours of Principal Project Manager time and 40 hours of Project Manager time to respond to comments. If additional effort is required to respond to the comments, it can be completed on a time and materials basis, in accordance with the fee schedule.
Amendment No. 4 to AgreemenUPerkins + Will, lnc./Fourth Revised Exhibit A-Append ix A.1 Page 12 Rev. 10/25/2019
An electronic copy of the Administrative Draft Final SEIR will be submitted to City Staff for review. The document will be revised per the comments received, and DJP&A will provide up to 35 copies of the Final Subsequent EIR to the City for public distribution. DJP&A will also provide the City with a PDF of the document for posting on the City's website.
Preparation of Mitigation Monitoring and Reporting Program DJP&A will prepare a draft MMRP for the project. The MMRP will summarize the mitigation measures identified, when mitigation measures will be implemented, who will be responsible for implementation, and who will provide oversight.
DJP&A will submit a draft of the MMRP for the City's use with the Screencheck SEIR.
Findings
Although DJP&A are not attorneys and do not prepare legal findings, DJP&A will assist City Staff and the City Attorney in compiling information from the SEIR for findings required under CEQA Guidelines Section 15091, if requested to do so.
Notice of Determination
DJP&A will prepare a Notice of Determination (NOD), in accordance with CEQA and City of Santa Clara requirements . The NOD will include a brief project description, date of project approval, determination of the project's environmental effects, mitigation measures and conditions of approval, statement whether overriding considerations were adopted, and the location where the Final SEIR and record of project approval may be examined .
DJP&A will submit an electronic copy of the draft NOD for the City's review.
Based on comments received from the City, DJP&A will revise and finalize the NOD. An electronic copy of the finalized NOD will be submitted to the City.
Meetings and Hearing Attendance, Project Management
Attendance of Meetings and Hearings
This scope of work includes DJP&A attendance at up to two project meetings and two public hearings (e.g., one Planning Commission hearing and one City Council hearing) . DJP&A can attend additional public hearings or meetings requested on a time and materials basis.
Project Management
DJP&A will provide project management, contract administration, and coordination with the City and project team throughout the SEIR process. The DJP&A Project Manager will coordinate with the City on a regular basis using email and telephone communications .
Amendment No. 4 to AgreemenUPerkins + Will, lnc./Fourth Revised Exhibit A-Appendix A.1 Page 13 Rev. 10/25/2019
Estimated Schedule
DJP&A proposes the following optimum schedule for preparation of the SEIR.
DJP&A can commit to maintain the schedule in the areas that are within DJP&A control. Completion of the Subsequent EIR, as outlined in the schedule below, is based upon receipt of project information listed on the following page in accordance with the schedule. Delays in receiving requested information or responses by others will result in at least day-for-day delays in the overall schedule.
Task Duration of Time Elapsed Task
1. DJP&A receives authorization to proceed
and requested project information ---
2. DJP&A completes project description 1 week and submits to Perkins + Will for review
3. DJP&A receives comments on the
project description from Perkins + Will and 1 week
completes revisions
4. Project Kick-Off Meeting --
5. DJP&A completes notice of preparation 1 week (NOP) and submits to City for review
6. Fehr & Peers submits trip generation 2 weeks estimates to City for approval
7. City completes review of NOP and 2 weeks provides comments to DJP&A
8. DJP&A completes revisions to NOP 0.5 week based on City comments
9. City approves trip generation estimates 4 weeks
10. NOP circulation 4 weeks
11. l&R completes air quality and GHG and
noise analysis (4 weeks after traffic data is 6 weeks
available)
12. Fehr & Peers completes VMT/Traffic 10 weeks Impact Analysis
13. City staff completes Sanitary Sewer 10 weeks Capacity Analysis Amendment No. 4 to Agreement/Perkins + Will, lnc./Fourth Revised Exhibit A-Appendix A.1 Rev. 10/25/2019
1 day
Week 1
Week2
Week2
Week3
Week2
Week5
Week5
Week6
Week9
Week 12
Week 16
Week 16
Task Duration of Time Elapsed Task
14. City staff completes Water Supply 13 weeks Week 19
Assessment*
15. Preparation and Submittal of the 4 weeks Week 23 Administrative Draft Subsequent EIR*
16. Review of Administrative Draft 5 weeks Week 28 Subsequent EIR by City Staff
17. DJP&A Revises Administrative Draft 3 weeks Week 31 Subsequent EIR, Prepare Screencheck
18. Review of Screencheck Subsequent 2 weeks Week 33 EIR by City Staff
19. DJP&A Revises Screencheck
Subsequent EIR and Print Subsequent EIR 1 week Week 34
for Circulation
20. Draft Subsequent EIR Circulates for 45- 6 weeks Week40 day Public Review
21. DJP&A Prepares Administrative Draft 3 weeks Week 43 Final Subsequent EIR
22. City Staff Reviews Administrative Draft 3 weeks Week46 Subsequent EIR
23. DJP&A Revises and Submits 2 weeks Week48 Screencheck Subsequent EIR
24. City Staff Reviews and Approves 1 week Week49 Screencheck Final Subsequent EIR
25. DJP&A Revises Screencheck
Subsequent EIR and Prints Subsequent 1 week Week 50
EIR for Circulation
26. City Circulates Final Subsequent EIR 1.5 weeks Week 52 for 10 days Total +/-
* Preparation of the Water Supply Assessment and the Sanitary Sewer Capacity Analysis can be done concurrently. The timing of the start of the analyses is contingent on other projects in the queue.
Amendment No. 4 to Agreement/Perkins + Will, lnc./Fourth Revised Exhibit A-Appendix A.1 Rev. 10/25/2019
Project Information Required
DJP&A scope and schedule are based on the assumption that DJP&A will receive the below project information concurrent with the authorization to proceed .
Perkins+ Will shall provide DJP&A any and all revisions to the TESP/project description in a timely manner. If DJP&A submits an environmental review document based upon an obsolete project description, the environmental review schedule and potentially DJP&A's budget may increase, due to additional time required to revise the document and the need for possible updates to technical reports.
Plans (in PDF)
• Revised TESP pages
Project Details
• Written description of the project, including maximum development assumptions
• Utility improvements (if any)
• Right of way improvements (if any)
• Project objectives
Technical Reports
• Traffic Impact Analysis
• Water Supply Assessment
• Water Hydraulic Modeling Analysis
• Sanitary Sewer Hydraulic Modeling and Capacity Analysis Amendment No. 4 to AgreemenUPerkins + Will, lnc./Fourth Revised Exhibit A-Appendix A.1 Rev. 10/25/2019
1. Fees
Fourth Revised Exhibit B
Fee Schedule
1.1. For the additional services described in the Fourth Revised Exhibit A, the cost of said services are as follows:
Contractor Amount
Perkins + Will $52,000
Fehr & Peers $106,000
BKF $6,500
Strategic Economics On-Call 1
David J. Powers & Associates $84,984
SUBTOTAL AMENDMENT NO. 4 $249,484
Contingency $25,516
TOTAL AMENDMENT NO. 4 $275,000
Original Agreement Not-To-Exceed $759,425
Amendment No. 1 $194,870
Amendment No. 2 $186,587
Amendment No. 3 $45,550
REVISED NOT-TO EXCEED AMOUNT $1,461,432
1 Strategic Economics services are on-call and should their services be required any payments would come from the contingency amount.
2. MAXIMUM COMPENSATION
2.1. The maximum compensation the City will pay Contractor for all services provided under this Agreement shall not exceed One Million Four Hundred Sixty-One Thousand Four Hundred Thirty-Two Dollars ($1,461,432) during the Term of the Agreement.
Amendment No. 4 to Agreement/Perkins + Will, lnc./Fourth Revised Exhibit B-Fee Schedule Page 1 Rev. 10/25/19
Amendment No. 5 to Agreement/Perkins + Will, Inc. TESP SB2 Page 1 Rev. 10/25/19
Ebix Insurance No. S00003424
AMENDMENT NO. 5
TO THE AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
PERKINS + WILL, INC.
PREAMBLE
California, a chartered California municipal corporation (City) and Perkins + Will, Inc., a Delaware corporation (Consultant). City and Contractor may be referred to individually
RECITALS
A. The Parties previously entered in
Professional Services by and between the City of Santa Clara, California, and ed April 29, 2016 (Agreement);
B. The Agreement was previously amended by Amendment No. 1 dated October 27, 2017, Amendment No. 2 dated February 4, 2019, Amendment No. 3 dated August 27, 2019, and Amendment No. 4 dated August 24, 2021, and is again amended by this Amendment No. 5. The Agreement and all previous amendments are collectively referred to
and
C. The Parties entered into the Agreement as Amended for the purpose of having Contractor prepare the Tasman East Specific Plan, and the Parties now wish to amend the Agreement as Amended to extend the termination date.
NOW, THEREFORE, the Parties agree as follows:
AMENDMENT TERMS AND CONDITIONS
1. Section 5 of the Agreement as Am
amended to read as follows:
reement or unless this paragraph is
subsequently modified by a written amendment to this Agreement, the term of the Agreement shall begin on the Effective Date of this Agreement and
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 This agreement ("Amendment No. 5") is entered into between the City of Santa Clara, as a "Party" or collectively as the "Parties" or the "Parties to this Agreement." to an agreement entitled "Agreement for
Perkins+ Will, Inc.", dat
herein as the "Agreement as Amended";
ended, entitled "Term of Agreement" is
"Unless otherwise set forth in this Ag
terminate on December 30, 2023."
Amendment No. No. 5 to Agreement/Perkins + Will, Inc. TESP SB2 Page 2 Rev. 10/25/2019
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:
Office of the City Attorney
City of Santa Clara
Rajeev Batra
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax:
(408) 241-6771
PERKINS + WILL, INC
a Delaware Corporation
Dated: 13 September 2022
By (Signature):
Name: Geeti Silwal
Title: Principal-in-Char ge
Principal Place of
Business Address:
2Bryant Street, Suite 300
San Francisco, CA 94107
Email Address: [email protected]
Telephone: (415) 856-3000
Fax: (415) 856-3001
"CITY"
"CONSULTANT"
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-592 Agenda Date: 8/26/2025
REPORT TO COUNCIL
SUBJECT
Note and File the Ten-Year Goals for Silicon Valley Power’s Energy Efficiency Program
BACKGROUND
AB 2021, signed on September 29, 2006, requires every local publicly owned electric utility (POU) to identify all potentially achievable cost-effective electricity efficiency savings and to set annual targets for energy efficiency savings and demand reduction over 10 years. The first report was due on June 1, 2007. The bill also requires POUs to report those targets to the California Energy Commission (CEC) within 60 days of adoption. Current law requires updates every four (4) years.
On behalf of its members, the California Municipal Utility Association (CMUA) issued a Request for Proposals and, as a result, contracted with GDS Associates to develop the goals for energy efficiency for each CMUA member utility. These goals are based on a state-wide proprietary model developed for the public power utilities using utility-specific data. For each utility, GDS Associates reviewed historical and proposed sales by customer class, avoided cost data, a summary of past and current utility energy efficiency programs, and past program participation. Upcoming codes and standards changes are also incorporated to determine feasible goals for the utility for the next 10 years. Climate zone and the type of customers in a POU’s utility service territory also have an impact on the model output for each utility.
The model provides technical, economic, and market potential for energy efficiency within the City of Santa Clara. Technical potential includes all potential remaining energy savings opportunities where technology exists to save energy. Economic potential looks at what measures will pay for themselves within the life of the measure. Market potential takes into account market saturation and customer decision-making, such as required payback periods or return on investment to install energy efficiency measures. The goals GDS provided in the model output tables are the market potential of energy efficiency measures in the City of Santa Clara.
DISCUSSION
SVP’s cumulative energy efficiency program target for the next 10 years is set at 372,614 MWh. This results in an average annual target of 0.60 percent of total projected energy sales. Targets are unique to each utility based on the types of customers it serves, the climate zone, and how much previous energy efficiency has been implemented within the utility’s service territory. The largest contributor to the goals is the energy efficiency potential attributed to data centers, including new construction data centers, as they make up the largest portion of Silicon Valley Power’s electric load. With the projected load increase from new data centers over the next several years, and expansion of existing data centers, these goals represent a significant increase over the goals presented in 2021.
Residential customers make up approximately 6% of the utility’s electric load, while in comparison, 35% of energy sales is residential statewide. Statewide, the average energy use of a residential City of Santa Clara Printed on 8/22/2025Page 1 of 3
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25-592 Agenda Date: 8/26/2025
customer is higher than that of Santa Clara residents due to more extreme temperatures driving the use of air conditioning and/or electric heat. As such, the largest statewide contributor to energy efficiency potential in residential units comes from air conditioning. With Santa Clara’s mild climate, there is little energy efficiency potential attributable to more efficient air conditioning. On average, Santa Clara residents use less than 500 kilowatt hours (kWh) per month. With this low overall residential energy use and the low percentage of utility load, residential energy efficiency potential is limited in Santa Clara, which drives lower residential goals. Over the ten-year goals, residential energy efficiency potential increases as new multifamily housing units are constructed.
Achievement of these energy efficiency goals support the City’s Climate Action plan for greenhouse gas (GHG) emissions reductions through energy efficiency measures. These goals do not include the net energy and GHG emissions impacts of building electrification efforts, which further reduce GHG emissions from residents and businesses in Santa Clara. The energy efficiency potential study only considers energy savings from existing electric equipment replaced with more efficient electric options. While there is little opportunity for additional energy savings in the residential market segment in Santa Clara, Silicon Valley Power offers many building electrification programs to assist residents in switching from natural gas to efficient electric appliances to support GHG reduction goals.
Establishing these ten-year energy efficiency goals meets regulatory compliance obligations under AB 2021, as amended. The information gained from the potential study helps SVP to understand the energy efficiency market potential and design programs that are tailored to meet the needs of the Santa Clara community. These energy efficiency goals will be achieved through programs funded by the existing state-mandated Public Benefit Charges collected from customers on monthly electric utility bills.
A summary of the gross and net market potential goals by customer class is attached. Gross energy efficiency goals include all energy savings regardless of whether the utility’s programs influenced the customer’s decision to install the energy efficiency measure. Net energy efficiency goals adjust for free ridership and spillover effects. A customer is considered a free rider if they would have installed the energy efficiency measure without the utility program. Spillover effects are where customers are influenced to make decisions based on factors not directly tied to the utility’s energy efficiency program offerings. To account for these factors, net-to-gross values have been determined for each energy efficiency measure. This is done through statewide net-to-gross studies of energy efficiency measures and are applied to each measure when reporting the results of energy efficiency programs to the California Energy Commission.
The incremental market potential goals are provided to the CEC for each utility and represent the annual feasible energy efficiency savings that can be achieved. Historically, net energy savings goals were used. Some utilities moved toward tracking program results against gross energy goals, so Silicon Valley Power began providing both gross and net goals to City Council for informational purposes in 2021. This allows comparison of current goals to the historic adopted net goals. Net energy savings from utility programs are reported to agencies such as the Western Area Power Administration, the California Energy Commission and the Energy Information Administration and these program results can be compared to the net goals.
ENVIRONMENTAL REVIEW
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25-592 Agenda Date: 8/26/2025
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to section 15378(b)(2) of Title 14 of the California Code of Regulations as a continuing administrative activity (general policy and procedure making).
FISCAL IMPACT
There is no fiscal impact as this is an information item to note and file only.
COORDINATION
This report has been coordinated with the Finance Department and City Attorney’s office.
PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.
RECOMMENDATION
Note and file the Ten-Year Goals for Silicon Valley Power’s Energy Efficiency Program.
Reviewed by: Nico Procos, Director of Silicon Valley Power Approved by: Jovan Grogan, City Manager
ATTACHMENTS
1. 10 Year Energy Goals (Incremental Gross MWh)
2. 10 Year Energy Goals (Incremental Net MWh)
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ALL Sectors (MWh)ALL Sectors (MWh)ALL Sectors (MWh)ALL Sectors (MWh) 20262026 20262026 2027 2027 20272027 2028 2028 20282028 2029 2029 20292029 2030 2030 20302030 2031 2031 20312031 2032 2032 20322032 2033 2033 20332033 2034 2034 20342034 2035 2035 20352035 Total Incremental Market PotentialTotal Incremental Market PotentialTotal Incremental Market PotentialTotal Incremental Market Potential 49,410 50,905 63,762 43,317 66,634 43,028 50,356 25,624 26,895 18,440 Res Incremental Market PotentialRes Incremental Market PotentialRes Incremental Market PotentialRes Incremental Market Potential 59 60 63 65 71 79 87 84 85 89 Non-Res Incremental Market PotentialNon-Res Incremental Market PotentialNon-Res Incremental Market PotentialNon-Res Incremental Market Potential 49,351 50,845 63,699 43,252 66,562 42,950 50,269 25,540 26,810 18,351 C&S (If Claimed)C&S (If Claimed)C&S (If Claimed)C&S (If Claimed) 0 0 0 0 0 0 0 0 0 0 Total Incremental Potential as a % of Total SalesTotal Incremental Potential as a % of Total SalesTotal Incremental Potential as a % of Total SalesTotal Incremental Potential as a % of Total Sales 0.99% 0.95% 1.11% 0.72% 1.02% 0.63% 0.70% 0.35% 0.36% 0.24% Res Incremental Potential as a % of Res SalesRes Incremental Potential as a % of Res SalesRes Incremental Potential as a % of Res SalesRes Incremental Potential as a % of Res Sales 0.02% 0.02% 0.02% 0.02% 0.02% 0.02% 0.02% 0.02% 0.02% 0.02% Non-Res Incremental Potential as a % of Non-Res SalesNon-Res Incremental Potential as a % of Non-Res SalesNon-Res Incremental Potential as a % of Non-Res SalesNon-Res Incremental Potential as a % of Non-Res Sales 1.05% 1.02% 1.18% 0.76% 1.08% 0.67% 0.75% 0.37% 0.38% 0.26% ALL Sectors (kW)ALL Sectors (kW)ALL Sectors (kW)ALL Sectors (kW) 20262026 20262026 2027 2027 20272027 2028 2028 20282028 2029 2029 20292029 2030 2030 20302030 2031 2031 20312031 2032 2032 20322032 2033 2033 20332033 2034 2034 20342034 2035 2035 20352035 Total Incremental Market PotentialTotal Incremental Market PotentialTotal Incremental Market PotentialTotal Incremental Market Potential 8,835 9,208 11,764 7,917 12,464 7,826 9,263 4,399 4,624 2,950 Res Incremental Market PotentialRes Incremental Market PotentialRes Incremental Market PotentialRes Incremental Market Potential 50 47 43 38 33 36 31 26 19 17 Non-Res Incremental Market PotentialNon-Res Incremental Market PotentialNon-Res Incremental Market PotentialNon-Res Incremental Market Potential 8,785 9,161 11,721 7,879 12,430 7,791 9,231 4,373 4,605 2,933 C&S (If Claimed)C&S (If Claimed)C&S (If Claimed)C&S (If Claimed) 0 0 0 0 0 0 0 0 0 0 ALL Sectors (Cumulative MWh)ALL Sectors (Cumulative MWh)ALL Sectors (Cumulative MWh)ALL Sectors (Cumulative MWh) 20262026 20262026 20272027 20272027 2028 2028 20282028 2029 2029 20292029 2030 2030 20302030 2031 2031 20312031 2032 2032 20322032 2033 2033 20332033 2034 2034 20342034 2035 2035 20352035 Total Cumulative Market PotentialTotal Cumulative Market PotentialTotal Cumulative Market PotentialTotal Cumulative Market Potential 49,410 100,315 164,077 196,494 253,495 288,026 332,658 353,054 375,219 389,289 Res Cumulative Market PotentialRes Cumulative Market PotentialRes Cumulative Market PotentialRes Cumulative Market Potential 59 119 182 247 318 370 430 487 545 574 Non-Res Cumulative Market PotentialNon-Res Cumulative Market PotentialNon-Res Cumulative Market PotentialNon-Res Cumulative Market Potential 49,351 100,196 163,895 196,247 253,176 287,656 332,229 352,567 374,674 388,715 C&S (If Claimed)C&S (If Claimed)C&S (If Claimed)C&S (If Claimed) 0 0 0 0 0 0 0 0 0 0
5.17%
Total Cumulative Potential as a % of Total SalesTotal Cumulative Potential as a % of Total SalesTotal Cumulative Potential as a % of Total SalesTotal Cumulative Potential as a % of Total Sales 1.0% 1.9% 2.8% 3.3% 3.9% 4.2% 4.6% 4.8% 5.0% 5.2% Res Cumulative Potential as a % of Res SalesRes Cumulative Potential as a % of Res SalesRes Cumulative Potential as a % of Res SalesRes Cumulative Potential as a % of Res Sales 0.0% 0.0% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% Non-Res Cumulative Potential as a % of Non-Res SalesNon-Res Cumulative Potential as a % of Non-Res SalesNon-Res Cumulative Potential as a % of Non-Res SalesNon-Res Cumulative Potential as a % of Non-Res Sales 1.0% 2.0% 3.0% 3.5% 4.1% 4.5% 4.9% 5.1% 5.3% 5.5% ALL Sectors (Cumulative kW)ALL Sectors (Cumulative kW)ALL Sectors (Cumulative kW)ALL Sectors (Cumulative kW) 20262026 20262026 2027 2027 20272027 2028 2028 20282028 2029 2029 20292029 2030 2030 20302030 2031 2031 20312031 2032 2032 20322032 2033 2033 20332033 2034 2034 20342034 2035 2035 20352035 Total Cumulative Market PotentialTotal Cumulative Market PotentialTotal Cumulative Market PotentialTotal Cumulative Market Potential 8,835 18,043 29,807 36,436 47,763 54,543 63,094 66,846 70,889 73,350 Res Cumulative Market PotentialRes Cumulative Market PotentialRes Cumulative Market PotentialRes Cumulative Market Potential 50 98 141 179 212 199 186 172 156 142 Non-Res Cumulative Market PotentialNon-Res Cumulative Market PotentialNon-Res Cumulative Market PotentialNon-Res Cumulative Market Potential 8,785 17,945 29,666 36,257 47,551 54,344 62,909 66,674 70,733 73,208 C&S (If Claimed)C&S (If Claimed)C&S (If Claimed)C&S (If Claimed) 0 0 0 0 0 0 0 0 0 0 20262026 20262026 20272027
20272027 2028 2028 20282028 2029 2029 20292029 2030 2030 20302030 2031 2031 20312031 2032 2032 20322032 2033 2033 20332033 2034 2034 20342034 2035 2035 20352035 Total Utility Sales (MWh)Total Utility Sales (MWh)Total Utility Sales (MWh)Total Utility Sales (MWh) 5,015,944 5,330,496 5,763,837 6,041,377 6,527,265 6,810,830 7,163,157 7,301,765 7,453,830 7,533,616 Total Residential Sales (MWh)Total Residential Sales (MWh)Total Residential Sales (MWh)Total Residential Sales (MWh) 304,607 321,481 344,727 359,615 385,680 400,891 419,791 427,227 435,384 439,664 Total Non-Res Sales (MWh)Total Non-Res Sales (MWh)Total Non-Res Sales (MWh)Total Non-Res Sales (MWh) 4,711,337 5,009,015 5,419,111 5,681,762 6,141,585 6,409,938 6,743,365 6,874,539 7,018,446 7,093,952 10 Year Demand Goals (Cumulative kW)10 Year Demand Goals (Cumulative kW)10 Year Demand Goals (Cumulative kW)10 Year Demand Goals (Cumulative kW) Utility SalesUtility Sales
Utility SalesUtility Sales
10 Year Energy Goals (Incremental Gross MWh)10 Year Energy Goals (Incremental Gross MWh)10 Year Energy Goals (Incremental Gross MWh)10 Year Energy Goals (Incremental Gross MWh) 10 Year Energy Goals (Cumulative Gross MWh)10 Year Energy Goals (Cumulative Gross MWh)10 Year Energy Goals (Cumulative Gross MWh)10 Year Energy Goals (Cumulative Gross MWh) 10 Year Energy Goals (Incremental Gross MWh)10 Year Energy Goals (Incremental Gross MWh)10 Year Energy Goals (Incremental Gross MWh)10 Year Energy Goals (Incremental Gross MWh) 10 Year Demand Goals (Incremental kW)10 Year Demand Goals (Incremental kW)10 Year Demand Goals (Incremental kW)10 Year Demand Goals (Incremental kW) 10 Year Energy Goals (Cumulative Gross MWh)10 Year Energy Goals (Cumulative Gross MWh)10 Year Energy Goals (Cumulative Gross MWh)10 Year Energy Goals (Cumulative Gross MWh)
0.00%
0 .20%
0.40%
0.60%
0.80%
1.00%
1.20%
0 10,000
20,000
30,000
40,000
50,000
60,000
70,000
2026 2027 2028 2029 2030 2031 2032 2033 2034 2035
% of Annual GWh Sales
MWh
Incremental Gross Market Potential by Sector
All Sectors Energy Potential (MWh) and % of Sales
Res Incremental Market Potential Non-Res Incremental Market Potential C&S (If Claimed) Total Incremental Potential as a % of Total Sales
0.00%
1 .00%
2.00%
3.00%
4.00%
5.00%
6.00%
0 50,000
100,000
150,000
200,000
250,000
300,000
350,000
400,000
450,000
2026 2027 2028 2029 2030 2031 2032 2033 2034 2035
% of Annual GWh Sales
MWh
Cumulative Gross Market Potential by Sector
All Sectors Energy Potential (MWh) and % of Sales
Res Cumulative Market Potential Non-Res Cumulative Market Potential C&S (If Claimed) Total Cumulative Potential as a % of Total Sales RTC 25-592, Attachment #1
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ALL Sectors (MWh)ALL Sectors (MWh)ALL Sectors (MWh)ALL Sectors (MWh) 20262026 20262026 2027 2027 20272027 2028 2028 20282028 2029 2029 20292029 2030 2030 20302030 2031 2031 20312031 2032 2032 20322032 2033 2033 20332033 2034 2034 20342034 2035 2035 20352035 Total Incremental Market PotentialTotal Incremental Market PotentialTotal Incremental Market PotentialTotal Incremental Market Potential 41,999 43,269 54,198 36,819 56,639 36,574 42,802 21,781 22,860 15,674 Res Incremental Market PotentialRes Incremental Market PotentialRes Incremental Market PotentialRes Incremental Market Potential 50 51 54 55 61 67 74 71 72 75 Non-Res Incremental Market PotentialNon-Res Incremental Market PotentialNon-Res Incremental Market PotentialNon-Res Incremental Market Potential 41,949 43,218 54,144 36,764 56,578 36,507 42,728 21,709 22,788 15,599 C&S (If Claimed)C&S (If Claimed)C&S (If Claimed)C&S (If Claimed) 0 0 0 0 0 0 0 0 0 0 Total Incremental Potential as a % of Total SalesTotal Incremental Potential as a % of Total SalesTotal Incremental Potential as a % of Total SalesTotal Incremental Potential as a % of Total Sales 0.84% 0.81% 0.94% 0.61% 0.87% 0.54% 0.60% 0.30% 0.31% 0.21% Res Incremental Potential as a % of Res SalesRes Incremental Potential as a % of Res SalesRes Incremental Potential as a % of Res SalesRes Incremental Potential as a % of Res Sales 0.02% 0.02% 0.02% 0.02% 0.02% 0.02% 0.02% 0.02% 0.02% 0.02% Non-Res Incremental Potential as a % of Non-Res SalesNon-Res Incremental Potential as a % of Non-Res SalesNon-Res Incremental Potential as a % of Non-Res SalesNon-Res Incremental Potential as a % of Non-Res Sales 0.89% 0.86% 1.00% 0.65% 0.92% 0.57% 0.63% 0.32% 0.32% 0.22% ALL Sectors (kW)ALL Sectors (kW)ALL Sectors (kW)ALL Sectors (kW) 20262026 20262026 2027 2027 20272027 2028 2028 20282028 2029 2029 20292029 2030 2030 20302030 2031 2031 20312031 2032 2032 20322032 2033 2033 20332033 2034 2034 20342034 2035 2035 20352035 Total Incremental Market PotentialTotal Incremental Market PotentialTotal Incremental Market PotentialTotal Incremental Market Potential 7,510 7,827 10,000 6,730 10,594 6,652 7,873 3,739 3,931 2,508 Res Incremental Market PotentialRes Incremental Market PotentialRes Incremental Market PotentialRes Incremental Market Potential 43 40 37 32 28 30 27 22 16 14 Non-Res Incremental Market PotentialNon-Res Incremental Market PotentialNon-Res Incremental Market PotentialNon-Res Incremental Market Potential 7,467 7,787 9,963 6,697 10,566 6,622 7,847 3,717 3,915 2,493 C&S (If Claimed)C&S (If Claimed)C&S (If Claimed)C&S (If Claimed) 0 0 0 0 0 0 0 0 0 0 ALL Sectors (Cumulative MWh)ALL Sectors (Cumulative MWh)ALL Sectors (Cumulative MWh)ALL Sectors (Cumulative MWh) 20262026 20262026 20272027 20272027 2028 2028 20282028 2029 2029 20292029 2030 2030 20302030 2031 2031 20312031 2032 2032 20322032 2033 2033 20332033 2034 2034 20342034 2035 2035 20352035 Total Cumulative Market PotentialTotal Cumulative Market PotentialTotal Cumulative Market PotentialTotal Cumulative Market Potential 41,999 85,268 139,465 167,019 215,471 244,822 282,760 300,096 318,936 330,896 Res Cumulative Market PotentialRes Cumulative Market PotentialRes Cumulative Market PotentialRes Cumulative Market Potential 50 101 155 210 271 314 365 414 463 488 Non-Res Cumulative Market PotentialNon-Res Cumulative Market PotentialNon-Res Cumulative Market PotentialNon-Res Cumulative Market Potential 41,949 85,167 139,311 166,810 215,200 244,508 282,394 299,682 318,473 330,408 C&S (If Claimed)C&S (If Claimed)C&S (If Claimed)C&S (If Claimed) 0 0 0 0 0 0 0 0 0 0 Total Cumulative Potential as a % of Total SalesTotal Cumulative Potential as a % of Total SalesTotal Cumulative Potential as a % of Total SalesTotal Cumulative Potential as a % of Total Sales 0.8% 1.6% 2.4% 2.8% 3.3% 3.6% 3.9% 4.1% 4.3% 4.4% Res Cumulative Potential as a % of Res SalesRes Cumulative Potential as a % of Res SalesRes Cumulative Potential as a % of Res SalesRes Cumulative Potential as a % of Res Sales 0.0% 0.0% 0.0% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% Non-Res Cumulative Potential as a % of Non-Res SalesNon-Res Cumulative Potential as a % of Non-Res SalesNon-Res Cumulative Potential as a % of Non-Res SalesNon-Res Cumulative Potential as a % of Non-Res Sales 0.9% 1.7% 2.6% 2.9% 3.5% 3.8% 4.2% 4.4% 4.5% 4.7% ALL Sectors (Cumulative kW)ALL Sectors (Cumulative kW)ALL Sectors (Cumulative kW)ALL Sectors (Cumulative kW) 20262026 20262026 2027 2027 20272027 2028 2028 20282028 2029 2029 20292029 2030 2030 20302030 2031 2031 20312031 2032 2032 20322032 2033 2033 20332033 2034 2034 20342034 2035 2035 20352035 Total Cumulative Market PotentialTotal Cumulative Market PotentialTotal Cumulative Market PotentialTotal Cumulative Market Potential 7,510 15,337 25,336 30,970 40,599 46,362 53,630 56,819 60,256 62,348 Res Cumulative Market PotentialRes Cumulative Market PotentialRes Cumulative Market PotentialRes Cumulative Market Potential 43 83 120 152 180 169 158 146 133 121 Non-Res Cumulative Market PotentialNon-Res Cumulative Market PotentialNon-Res Cumulative Market PotentialNon-Res Cumulative Market Potential 7,467 15,254 25,217 30,819 40,418 46,192 53,472 56,673 60,123 62,227 C&S (If Claimed)C&S (If Claimed)C&S (If Claimed)C&S (If Claimed) 0 0 0 0 0 0 0 0 0 0 20262026 20262026 20272027
20272027 2028 2028 20282028 2029 2029 20292029 2030 2030 20302030 2031 2031 20312031 2032 2032 20322032 2033 2033 20332033 2034 2034 20342034 2035 2035 20352035 Total Utility Sales (MWh)Total Utility Sales (MWh)Total Utility Sales (MWh)Total Utility Sales (MWh) 5,015,944 5,330,496 5,763,837 6,041,377 6,527,265 6,810,830 7,163,157 7,301,765 7,453,830 7,533,616 Total Residential Sales (MWh)Total Residential Sales (MWh)Total Residential Sales (MWh)Total Residential Sales (MWh) 304,607 321,481 344,727 359,615 385,680 400,891 419,791 427,227 435,384 439,664 Total Non-Res Sales (MWh)Total Non-Res Sales (MWh)Total Non-Res Sales (MWh)Total Non-Res Sales (MWh) 4,711,337 5,009,015 5,419,111 5,681,762 6,141,585 6,409,938 6,743,365 6,874,539 7,018,446 7,093,952 10 Year Demand Goals (Cumulative kW)10 Year Demand Goals (Cumulative kW)10 Year Demand Goals (Cumulative kW)10 Year Demand Goals (Cumulative kW) Utility SalesUtility Sales
Utility SalesUtility Sales
10 Year Energy Goals (Incremental Net MWh)10 Year Energy Goals (Incremental Net MWh)10 Year Energy Goals (Incremental Net MWh)10 Year Energy Goals (Incremental Net MWh) 10 Year Energy Goals (Cumulative Net MWh)10 Year Energy Goals (Cumulative Net MWh)10 Year Energy Goals (Cumulative Net MWh)10 Year Energy Goals (Cumulative Net MWh) 10 Year Energy Goals (Incremental Net MWh)10 Year Energy Goals (Incremental Net MWh)10 Year Energy Goals (Incremental Net MWh)10 Year Energy Goals (Incremental Net MWh) 10 Year Demand Goals (Incremental kW)10 Year Demand Goals (Incremental kW)10 Year Demand Goals (Incremental kW)10 Year Demand Goals (Incremental kW) 10 Year Energy Goals (Cumulative Net MWh)10 Year Energy Goals (Cumulative Net MWh)10 Year Energy Goals (Cumulative Net MWh)10 Year Energy Goals (Cumulative Net MWh)
0.00%
0 .10%
0.20%
0.30%
0.40%
0.50%
0.60%
0.70%
0.80%
0.90%
1.00%
0 10,000
20,000
30,000
40,000
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60,000
2026 2027 2028 2029 2030 2031 2032 2033 2034 2035
% of Annual GWh Sales
MWh
Incremental Net Market Potential by Sector
All Sectors Energy Potential (MWh) and % of Sales
Res Incremental Market Potential Non-Res Incremental Market Potential C&S (If Claimed) Total Incremental Potential as a % of Total Sales
0.0%
0 .5%
1.0%
1.5%
2.0%
2.5%
3.0%
3.5%
4.0%
4.5%
5.0%
0 50,000
100,000
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350,000
2026 2027 2028 2029 2030 2031 2032 2033 2034 2035
% of Annual GWh Sales
MWh
Cumulative Net Market Potential by Sector
All Sectors Energy Potential (MWh) and % of Sales
Res Cumulative Market Potential Non-Res Cumulative Market Potential C&S (If Claimed) Total Cumulative Potential as a % of Total Sales RTC 25-592, Attachment #2
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-86 Agenda Date: 8/26/2025
REPORT TO COUNCIL
SUBJECT
Action to Delegate Authority to the City Manager to Negotiate and Execute Amendment No. 2 to the Software Maintenance Agreement with Hitachi Energy USA, Inc.
COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure
BACKGROUND
The City of Santa Clara’s Electric Utility, Silicon Valley Power (SVP), operates a Supervisory Control and Data Acquisition (SCADA) system to monitor and control its electric utility infrastructure. SCADA is computer-based control system that allows staff to remotely control operations, monitor equipment status, and analyze historical and real-time data.
SVP monitors the system 24/7, and it is operated in accordance with the Critical Infrastructure Protection (CIP) Reliability Standards of the North American Electric Reliability Corporation (NERC).
The system is operated by North Electric and Water System Operators who are NERC certified.
The SCADA system was originally procured in 1997 and supplied by ABB Enterprise Software (ABB).
On October 10, 2017, the City Council approved a Software Maintenance Agreement with ABB to provide maintenance and support for the SCADA system (Agenda Item 13.B2). Under the agreement, ABB provides hardware and software support for third party software, access to the support portal, remote diagnostic services, and data debugging.
On October 17, 2020 (RTC #20-940), the City Council authorized an amendment to the Software Maintenance Agreement to extend the term for five years from September 1, 2020, through August 31, 2025. This amendment included the transfer of ABB’s software division to Hitachi Energy USA, Inc. (Hitachi), which now serves as the current software maintenance services provider.
The current agreement for the SCADA software maintenance and support services is set to expire on August 31, 2025.
DISCUSSION
The Purchasing Division Manager has determined this procurement to be exempt from the sole source prohibitions under 2.105.280(b)(2) of the Santa Clara City Code as this is an extension of an existing agreement that is necessary to ensure continued operation and function of existing systems currently in use by the City.
To maintain uninterrupted software maintenance and support services for the SCADA system, staff recommends that the City Council authorize the City Manager to negotiate and execute a second City of Santa Clara Printed on 8/22/2025Page 1 of 4
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25-86 Agenda Date: 8/26/2025
amendment to extend the agreement with Hitachi for an additional five years, from September 1, 2025, through August 31, 2030.
Under the proposed amendment, Hitachi will continue to provide hardware and software support for third party software, access to the support portal, remote diagnostic services, and data debugging.
Hitachi will also include up to 50 support hours to maintain system reliability, cybersecurity compliance, and operational performance. These services will be provided at a fixed annual fee with approximately 3% annual price escalation.
The proposed amendment also allows for additional support services at hourly rates established in the agreement to address unanticipated needs during the term. While SVP has not historically required additional support hours, staff recommend authorization for additional services so that SVP can respond quickly in the event that additional hours are needed such as due to software updates, regulatory changes, or cybersecurity issues. This matter is still pending further negotiation as staff may wish to negotiate a lesser number of hours or a fixed price for a specific project. Authorization of specific services at a fixed price or an alternate hourly rate could be done using a future amendment to the Agreement and staff requests that authorization by the City Council be delegated to the City Manager to negotiate and execute such amendments up to the maximum compensation of $2,500,000.
The proposed amendment increases the total maximum compensation amount under the agreement from $1,372,657 to $2,500,000 (an increase of $1,127,343) for the full contract term from September 1, 2017, to August 31, 2030.
Table 1 - Compensation Summary
Description Amount
Software Maintenance & Support (2017 - 2018) $154,440
Software Maintenance & Support (2018 - 2019) $158,745
Software Maintenance & Support (2019 - 2020) $163,179
Software Maintenance & Support (2020 - 2021) $177,215
Software Maintenance & Support (2021 - 2022) $172,464
Software Maintenance & Support (2022 - 2023) $177,215
Software Maintenance & Support (2023 - 2024) $182,145
Software Maintenance & Support (2024 - 2025) $187,254
Subtotal - Maintenance Services (2017 - 2025) $1,372,657 Software Maintenance & Support (2025 - 2026) $187,722
Software Maintenance & Support (2026 - 2027) $193,353
Software Maintenance & Support (2027 - 2028) $199,154
Software Maintenance & Support (2028 - 2029) $205,128
Software Maintenance & Support (2029 - 2030) $211,282
Subtotal - Maintenance Services (2025 - 2030) $996,639
Authorization for Additional Services (2025 - 2030) $130,704 Total Maximum Authorization (2017 - 2030) $2,500,000City of Santa Clara Printed on 8/22/2025Page 2 of 4 powered by Legistar™
25-86 Agenda Date: 8/26/2025
Description Amount
Software Maintenance & Support (2017 - 2018) $154,440
Software Maintenance & Support (2018 - 2019) $158,745
Software Maintenance & Support (2019 - 2020) $163,179
Software Maintenance & Support (2020 - 2021) $177,215
Software Maintenance & Support (2021 - 2022) $172,464
Software Maintenance & Support (2022 - 2023) $177,215
Software Maintenance & Support (2023 - 2024) $182,145
Software Maintenance & Support (2024 - 2025) $187,254
Subtotal - Maintenance Services (2017 - 2025) $1,372,657 Software Maintenance & Support (2025 - 2026) $187,722
Software Maintenance & Support (2026 - 2027) $193,353
Software Maintenance & Support (2027 - 2028) $199,154
Software Maintenance & Support (2028 - 2029) $205,128
Software Maintenance & Support (2029 - 2030) $211,282
Subtotal - Maintenance Services (2025 - 2030) $996,639
Authorization for Additional Services (2025 - 2030) $130,704 Total Maximum Authorization (2017 - 2030) $2,500,000
ENVIRONMENTAL REVIEW
The actions being considered do not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to pursuant to Section 15061(b)(3) of Title 14 of the California Code of Regulation in that it can be seen with certainty that there is no possibility that the proposed actions may have a significant effect on the environment.
FISCAL IMPACT
The cost of the proposed Amendment is $996,639 for the period of September 1, 2025, through August 31, 2030, for the maintenance service fees. Funding to cover the maintenance fees in year one and year two of the proposed Amendment is available in the Electric Utility Operating Budget for FY 2025/26 and FY 2026/27. If needed, the amendment also allows for purchase of additional support hours at an estimated cost of $46,200 for 100 man-hour blocks in Year 1 and escalating in cost by about 3.25% per year in Years 2-5 (pending further negotiations). At this time, staff does not anticipate needing additional support hours, but if additional support hours are needed, staff will use budgeted funds allocated to unanticipated maintenance.
Funding for Years 3 through 5 is subject to budget appropriations and will be incorporated into the regular budget process.
COORDINATION
This report has been coordinated with the Finance Department and City Attorney’s Office.
PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.
RECOMMENDATION
1. Delegate authority to the City Manager or designee to negotiate and execute Amendment No. 2 to the Software Maintenance Agreement with Hitachi Energy USA, Inc. to continue providing maintenance and support services for Silicon Valley Power’s SCADA System, increasing the total maximum compensation from $1,372,657 to an amount not to exceed $2,500,000, and extending the term through August 31, 2030, 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 Software Maintenance Agreement as amended and negotiate and execute future amendment(s) to (i) add or delete services associated with the SCADA system, (ii) adjust future rates based on market conditions, and (iii) make de minimis changes, subject to the maximum authorization of $2,500,000, budget appropriations, and the review and approval as to form by the City Attorney.
Reviewed by: Nico Procos, Director of Silicon Valley Power City of Santa Clara Printed on 8/22/2025Page 3 of 4
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25-86 Agenda Date: 8/26/2025
Approved by: Jovan D. Grogan, City Manager
ATTACHMENTS
1. Original Software Maintenance Agreement with ABB, Inc.
2. Amendment to the Software Maintenance Agreement with ABB Enterprise Software, Inc.
City of Santa Clara Printed on 8/22/2025Page 4 of 4
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Date: October 10, 2017
To: City Manager for Council Action
From: Chief Electric Utility Officer
Subject: Approval of a Software Maintenance Agreement with ABB Inc. to Provide Maintenance and Support for Silicon Valley Power’s Electric Supervisory Control and Data Acquisition (SCADA) System
EXECUTIVE SUMMARY
The City of Santa Clara’s Electric Utility, Silicon Valley Power (SVP), operates a Supervisory Control and Data Acquisition (SCADA) system in order to monitor and control the City’s power grid. The current SCADA system is supplied by ABB and operates on proprietary ABB software. The ABB system went online in 1997 and was selected through a competitive process. The system has evolved and been updated since its initial operation.
Under this software maintenance agreement, ABB will provide maintenance and support services for the SCADA system as required to maintain operational reliability and cyber security for this critical system. ABB has provided excellent service and response time.
Staff would like to enter into a fixed price Software Maintenance Agreement with ABB Inc., to provide maintenance support and services for the SCADA system.
Negotiations for this agreement have been ongoing for several months focusing on resolving insurance and legal terms and conditions. SVP and ABB have not had an agreement since September 1, 2017. The new agreement will go into effect after Council approval and will be for a three-year term. A copy of the ABB Inc., Software Maintenance Agreement can be viewed on the City's website and is available in the City Clerk’s Office for review during normal business hours.
ADVANTAGES AND DISADVANTAGES OF ISSUE
By entering into this Agreement, SVP will be assured of timely and reliable maintenance services from ABB for a three-year period. If the Agreement is not entered into, SVP risks reliability of its SCADA system due to inability to procure timely critical system support services on a time and material basis.
ECONOMIC/FISCAL IMPACT
This Agreement for Services with ABB, Inc. shall not exceed $476,364. The first year of this three-year agreement is $154,439.93 and sufficient funds are available in the Electric Department Contractual Services/Not Classified Account 091-1362-87870-[F]55600.
City of
Santa Clara
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AGENDA ITEM #:
AGENDA REPORT
Subject: ABB Inc. Software Maintenance Agreement for SCADA System
RECOMMENDATION
That the Council approve, and authorize the City Manager to execute, the Software Maintenance Agreement with ABB Inc., in an amount not to exceed $154,439.93 for the first year of the agreement, and a three year total not to exceed $476,364, to provide continued maintenance and support for Silicon Valley Power’s Electric Supervisory Control and Data Acquisition (SCADA) System.
;.,I.John C. Roukema
// Chief Electric Utility Officer
APPROVED:
~~--
Deanna J. Santana [
City Manager
Documents Related to this Report:
Certified as to Availability of Funds:
091- 62-87870 $154,439.93
Acting Director of Finance
1) Software Maintenance Agreement with ABB Inc.
F:\COUNCIL\ACTION\Y ARD CONTRACTS\JI-DS.ABB SOFTWARE MAINT AGRMT.CA017-1706.DOC City of Santa Clara
Software Maintenance Agreement
This Software Maintenance Agreement (this “Agreement”) is effective as of September 1, 2017 (“Effective Date”) by and between ABB Inc., located at 1601 Industrial Blvd., Sugar Land, Texas 77478 ("Licensor”) and the City of Santa Clara, California, a chartered California municipal corporation with its primary business address at 1500 Warburton Avenue, Santa Clara, California 95050 (“Licensee”) pursuant to Licensee’s Software License Agreement Contract number 2324 with an Effective Date of August 15, 1995 (the “License Agreement") for the delivery of ABB’s software, as modified herein.
Licensor will provide to Licensee software maintenance services (“Maintenance Services”) for the Licensed Software (the "Program”) developed and supplied by Licensor as defined herein. The terms and conditions of the License Agreement shall govern Licensee’s use of the Program, fixes, updates, releases, documentation and other Confidential Information delivered under this Agreement.
Licensor Sales Executive Licensor Project Manager
Name: Leo Hagood Name: Colby Tow
Phone: 404-630-4846 Phone: 1-281-274-5125
Cell: Cell: 1-713-501-0830
E-mail: [email protected] E-mail: [email protected] Licensee Project Manager Licensee "Bill to” Contact/Dept:
Name: Jeff Ipsaro Name:City of Santa Clara dba Silicon Valley Power Phone: 1-408- 615-5604 Phone: 1-
Cell: 1- Cell: 1-
E-mail: [email protected] E-mail: [email protected] PO #:
1. This Agreement shall serve as the exclusive definition of the Maintenance Services for the Software.
2. The term of this Agreement shall commence upon the Effective Date set forth above and shall continue for three (3) years.
3. Licensee shall pay Licensor the annual, nonrefundable Maintenance Service Fee in the amount(s) in the table below.
All fees presented in this Renewal are expressed in U.S. dollars. The first invoice shall be invoiced on September 1, 2017 and the subsequent annual fee Renewal Term(s) shall be invoiced on the 1 st of August of each following year(s) during the term of this Agreement, net forty-five (45) days upon receipt of invoice by Licensee. Said Maintenance Service Fee does not include any federal, state, or local property; license; privilege; sales; use; excise; gross receipts; value-added; or other similar taxes that may be applicable to, measured by, or imposed upon, or with respect to, this Agreement, the Program, its license, its value or its use, or any performed services, and Licensee agrees to pay or reimburse any such taxes that Licensor, its contractors, or suppliers are required to pay.
Maintenance Service Renewal Term(s) Fees shall be equal to the previous year’s Maintenance Service Fee plus the United States Consumer Price Index for all Urban Consumers for All Items, not seasonally adjusted, for the most recent twelve-month period ending prior to the maintenance term expiration dates. Such increase in the Maintenance Service Fee shall be limited to ten percent (10%) per year.
Licensee may reinstate lapsed Maintenance Services for the Software upon payment for all Maintenance Service Fees for the period during which Maintenance Services lapsed and all costs invoiced by Licensor, using the Network Manager published rate in effect at the time, for updating the Licensee's Software to the then-current version.
4. If payment is not made in accordance with this Agreement, a service fee of one and one-half (1.5%) percent or the highest legal rate permitted on the unpaid balance for each full or partial month of delay shall be charged. This service charge shall not preclude ABB's rights, including that of immediate payment. All Maintenance Services Fees and other amounts due under this Agreement are in U.S. dollars.
5. Maintenance Services shall consist of services as defined in Appendix A. Licensor will provide up to fifty (50) hours of Services during
the Initial Term and each Renewal Term. Maintenance Services not utilized during the Initial Term or Renewal Term, as applicable, will lapse and will not be available outside of that term. Any additional services or services not included in Appendix A shall be invoiced using the Network Manager published rate at the current time.
6. During the term of this Agreement, Licensee shall:
a. Ensure that only personnel properly trained in the operation and use of the Software and its associated equipment call Licensor for direct phone support and that such personnel have sufficient access and computer time when using such service in order to implement the corrections suggested by Licensor;
b. Install and maintain the operating software and any third-party software to be provided by Licensee;
Year EMS SMA. Oracle SISCO HP Totals
9/1/2017 $143,492.59 $7,412.00 $3,535.33 $0.00 $154,439.93 9/1/2018 $147,797.37 $7,412.00 $3,535.33 $0.00 $158,744.70 9/1/2019 $152,231.29 $7,412.00 $3,535.33 $0.00 $163,178.62 $443,522.00 $22,236.00 $10,606.00 $0.00 $476,364.00
c. Ensure the proper Software environment is maintained and that Licensee’s personnel who have access to the Software are properly trained in the operation and usage of the Software and the associated equipment; and
c. Provide Licensor an adequate high speed VPN (Virtual Private Network) network connection to Licensee’s System so that Licensor can provide adequate remote support; d. Provide Licensor timely access to supporting data, to include database extracts if required, and
7. Licensee shall be solely responsible to ensure that all of its files and data are adequately duplicated or documented, and Licensor shall in no way be responsible for Licensee’s failure to do so, nor for the costs or expenses of reconstructing data which is lost, destroyed or otherwise damaged or rendered useless during the course of or as the result of the performance of any services under this Agreement.
8. Each party shall have the right to terminate this Agreement in the event that the other party breaches any material provision of this Agreement and such breach is not cured within thirty (30) days after notification thereof.
9. The maximum liability of Licensor for any direct damages sustained by the Licensee under this Agreement shall in no circumstance exceed the amount of the annual Maintenance Service Fee payable by the Licensee to Licensor. The Licensee and Licensor shall in no event be liable one to the other for loss of revenue, profit, anticipated profit or indirect, incidental, special or consequential damages, including but not limited to, any losses to Licensee resulting from lost computer time or the destruction or damage of records, or any claims or demands made against the Licensee by a third party,
10. This Agreement shall be governed by the laws of the State of New York, but excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods and excluding New York law with respect to conflicts of law. Licensee agrees that all causes of action against Licensor under this Agreement shall be brought in the State Courts of the State of New York, or the U.S. District Court, for the Southern District of New York. If any provision hereof, partly or completely, shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision or portion hereof and these, terms shall be construed as if such invalid or unenforceable provision or portion thereof had never existed.
11. Neither Licensor nor Licensee shall be liable for any failure to perform or for delay in performance (other than payment obligations) due to fire, flood, strike or labor difficulty, act of God, government authority or the other party, riot, embargo, fuel or energy shortage, wrecks or delay in transportation, inability to obtain necessary labor, materials, or services, or any other cause beyond such party’s reasonable control. If there is a performance delay due to any such cause, the date of delivery or time for completion shall be extended by a time period reasonably necessary to overcome the delay’s effect.
12. Any notice required or permitted hereunder shall be in writing and shall be deemed to have been delivered upon delivery by commercial delivery service or upon delivery by certified mail to a party’s address as set forth above. A party may change its address for receipt of notice by providing written notice to the other party.
13. This Agreement, including the Appendices attached hereto, and the License Agreement contain the entire understanding of the parties with respect to the matters contained herein. This Agreement may not be modified except by writing, executed by authorized representatives of Licensor and Licensee, if any provision hereof is or becomes, at any time or for any reason, unenforceable or invalid, no other provision hereof shall be affected thereby, the remaining provisions shall continue with the same effect as if such unenforceable or invalid provision shall not have been inserted herein. The headings and captions contained herein shall not be considered to be a part hereof for purposes of interpretation or application hereof, but are for convenience only. Either party's failure to exercise any right under this
Agreement shad not constitute a waiver of any other terms or conditions of this Agreement with respect to any other or subsequent breach, nor a waiver by such party of its right at any time thereafter to require exact and strict compliance with the terms hereof.
14. If Licensee issues a purchase order or other document that purports to define Maintenance Services other than as set forth in this Agreement, it is agreed that the terms and conditions of any such purchase order shall have no application or effect, and that the provisions of this Agreement shall continue to control matters related to the provision of Maintenance Services.
15. As a part of Licensor’s ISO 9001:2000 quality program requirements regarding customer supplied data, the Licensee acknowledges and accepts that there are no special handling requirements for Licensee's data supplied to Licensor as part of the Agreement. There shall be no tracking of changes that Licensor may make to the data as Licensor utilizes data for support services to Licensee. Licensee understands and accepts that there are no requirements by the Licensor to return any data to Licensee and Licensor can delete data whenever Licensor deems it is no longer required. While the data is in Licensor's possession and when it is disposed, Licensor shall protect the confidentiality of the data as if it were Licensor’s confidential information. This agreement summarizes all special handling requirements of Licensee's data.
Page4of 12
16. The provisions of Sections 3,4,7,9,10,11,12,13,14 and 15 shall survive the expiration or termination of this Agreement for any reason.
ALL SOFTWARE FIXES, UPDATES, RELEASES, DOCUMENTATION AND OTHER MATERIALS OR
INFORMATION DELIVERED UNDER THIS AGREEMENT ARE DELIVERED AS-IS, AND LICENSOR
MAKES NO REPRESENTATIONS OR WARRANTIES UNDER THIS AGREEMENT WHATSOEVER,
WHETHER STATUTORY, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
IN COMPLETE AGREEMENT
(LICENSOR)
~tJ. ~ By: ___ -=---------
Printed Name: David W. Aldrup
(LICENSEE) ~
By: ~
Printed Name: DEANN) J. SANTANA
SVP, Network Control Title: ___ _;C=it!J..y_,_,_M=a=na=g=er ___ _ Company: __ __:...:-=_.:,:_ ------
Date: _ _ _ ....!..9 +, ~r-O-----'-/ J..__ __ _
Company: ---=C..:..:..~L..:o::..:...f-=-S=-;an=ta:=....;C=l=ar=-a __ _ Date: __ ---1,.IJ....Lt\\+-y1/l.....---4\ ....:_l J...J.__ __ . \ ' Jarod Zhang
., 0 'lional Controlfer, NC APPROVED AS TO FORM:
w CLARA CITY ATTORNEY'S OFFICB
~&lf=
APPENDIX A
MAINTENANCE SERVICES
1. Software Support
Features Benefits
Release Rights Rights to periodic Baseline Release notes and software for those software applications the customer has licensed.
Software Support
via Licensee
Support Center
SPIDER Support: Is included.
Hardware (2 HP Alpha redundant SPIDER servers, 1 Digital Alpha IS500 server, 1 HP Alpha Development server, 4 MMI Consoles, 4 RCS310 Communication Front- End Units, and 2 PCU400 Communication Front-End Units)
Software (SPIDER SCADA EMS Systems, version 11 as delivered by Licensor, or as subsequently modified by Licensor).
System located in Santa Clara, CA
Note: 1. Support for the RCS310 front-end (RTG) is limited to database, configuration and troubleshooting, and does not include software updates. 2. PCU software upgrades are limited to releases that are compatible with SVP’s current Network Manager release. 3. Compaq UNIX Version: 5.0 with version 11.4.
Required Third Party Software (Including other required Operating Systems): As required by Licensor. 5. The SPIDER system Third party hardware and software support services are not included in this Agreement.
Network Manager support: Is included
Hardware (For the supported Client and Server Operating System and the required third party software versions please see the Network Manager SCADA Upgrade Project Agreement for Services date June 25, 2013)
Software (SCADA EMS Systems, version NM 6.4 as delivered by Licensor, or as subsequently modified by Licensor. This includes the Energy Management System (EMS) tools as dated May 10, 2016 (Account 591-1362-
80100-2415-[A]000424N39700)(EBIX No. 200001563)(Agreement for the Performance of Set-vices/ABB Inc. Rev. 06/28/12; Typed 4/7/16).
System located in Santa Clara, CA.
Note: 1. The Network Manager system Third party hardware support services are not included in this Agreement.
HP
2. The Network Manager system Third party software support services is included in this Agreement.
Oracle
5 - OracleOracle Database Standard Edition One Licenses SISCO
2 - SISCO MMS-SECURE-142-095-EXE licenses
1 - SISCO MMS-SECURE-142-095-HB license
Support up to the contracted number of hours (50) per year via telephone. Additional Support Hours is offered at a rate of $37,800 for 100 man-hour blocks.
All actual and verifiable travel, shipping, and subsistence expenses plus a processing fee of 15% of actual charges.
Available during normal Houston office hours (0800 - 1600, CST), not including holidays. Licensee shall have the ability to contact Licensor twenty-four (24) hours a day, seven (7) days a week to request support for mission critical issues. The Global Customer Care (GCC) support phone number in Sugar Land, Texas +1 (800) 435- 7365 (Option 2 or Option 3). This option will route you to the Technical Support Engineer (TSE) who is on call at the time. Licensor shall respond within two (2)
hours and shall make best effort to provide an estimate of when a resolution will be provided.
Access to
Support WEB
service portal
Via a Web based interface, the Licensee can track the progress of his open and closed support case status on-line, create cases, verify status of defect corrections, download code, access documentation and information about upcoming releases, and submit product enhancement requests.
Remote
Diagnostic
service
The proposed Network Manager system supports remote diagnostics in both hardware and software by VPN modem connection or dial-up line.
Data Debugging
and Correction
Corrective maintenance (bug fixes / patches). Corrective maintenance and data transfer between parties through ABB’s ftp site.
Designated
Licensee Team
Manager
The Licensee’s "representative” - also known as Licensee Customer Advocate Manager.
Regular issue
reports
Monthly issue reports that outline the status of all open issues logged into Support.
This is generated and run by the Licensee Customer Advocate Manager.
2. Support Process
Before Licensor can work on a Support Request, information regarding the nature and location of the issues is required. Upon logging (via telephone or via the web-portal) a product support request the following information is required to be provided;
• Licensee name and address
• Technical Contact information (name, telephone number, email, fax, etc.) • Licensee dial-in information, if necessary (for remote dial in access by Licensor) • Relevant software and version numbers
• Licensee environment on which software is installed , including hardware and operating system • Product error number and/or messages
• Detailed description of the issue, including steps to reproduce problem and frequency of occurrence
• Severity of issue and impact on Licensee’s business. Severity shall be agreed between the Licensor and Licensee and shall be based on the classifications described in section 3.
Licensor support representatives shall work with the Licensee to replicate any issue logged. An issue can be classified as one of the following:
• A software defect - Software has a defect that requires to be fixed • A software enhancement; Software operates as designed. Licensee may wish a custom modification undertaken, if this is requested the request will be passed to Licensor’s professional services group
• A query; A question or clarification about the software which is not a software defect.
3. Support Request Classification
Each issue is assigned a Priority level, which is an indicator of the impact to Licensee’s business (however Level 1 can only be assigned to an issue identified with the Licensee’s production environment).
4. Support Request Resolution
Severity 1 - Priority 1 (which by definition is a business critical defects in a production environment) • These issues by their very nature require immediate attention from Licensor. These issues take priority over all other issues and Licensor shall use reasonable endeavors to provide a resolution for the defect as soon as possible.
• Licensee is required to work closely with Licensor’s support center to replicate the issue and provide all necessary information and replication steps to expedite the clarification of the issue so Licensor can begin to work on a fix can begin.
• Severity 1 - Priority 1 fixes shall be issued to Licensee via the Licensor support centre in the form of an ‘emergency patch’ or 'hot fix’. Due to the urgency of this type of issue, emergency patches/hot fixes receive less testing prior to release than would be expected for a normal defect.
• All such fixes shall be ‘rolled-into’ the next maintenance release to be Issued by Licensor for the software.
Priority 1
The Licensor Software is non-operational or users cannot access the system, or the functionality is significantly decreased or backup or other security of data can no longer be performed. The defect affects mission-critical functions or information in the production environment and may include, but not be limited to, data loss or corruption, system crash or missing major functionality. This may include any defect related to Licensee or personal safety, system availability, overall data integrity, or ability to serve the Licensee. Licensor will work continuously with the customer to resolve the issue or to restore production. Note 1: Priority 1 is only a valid priority ranking for Production environments. Note 2: A client representative must be available at all times for a Priority 1 case to facilitate gathering additional information, testing, and applying the solution Priority 2
The Licensor Software is operational with functional limitations or restrictions but there is minimal business impact. Under a Priority 2, the defect will have a large impact on the functionality of the application but does not require immediate release into the production environment. This defect allows continued use of the application, but there is a known compatibility or operability disruptions with no known Licensee acceptable work-around or missing minor functionality.
Priority 3
The Licensor Software is operation with functional limitations or restrictions that are not critical to the overall system operation and the defect has a moderated impact on the functionality of the application. However, the application remains usable by all groups. A functional error exists for which there is a Licensee acceptable workaround. Failures assigned this priority level cause no delays in production.
Priority 4
The Licensor Software is operational with problems or errors, which have little impact on system operations. Priority 4 shall include, but are not limited to, documentation errors. Priority 4 defects have a minor or cosmetic error in the functionality of the application in a production environment. Defect has no impact on the ability to execute a production application. Failures assigned this priority level cause no delays in production.
Non Severity 1 - Priority 1 defects
• All these defects will be fixed on a priority basis and shall be included in a subsequent maintenance release (see below).
Maintenance Releases
• Licensor issue regular maintenance releases for its software, Maintenance releases include all defect fixes which have been fixed and tested since the release of the previous maintenance release.
• Maintenance releases will always include all fixed issues • Maintenance releases will include as many defect fixes as possible, normally defects are fixed on a priority basis.
5. Support Request Escalation
Should Licensee requires to escalate an issues within Licensor or wishes to discuss the service level being provided, Licensee should in the first instance contact the Licensee Customer Advocate. Escalation beyond this level is to the Director of Global Customer Care, Network Control - Americas and Senior Vice President of Global Customer Care, Network Control - Americas.
Page9 of 12
EXHIBIT B
ETHICAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO
AN AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA
Termination of Agreement for Certain Acts.
A. The City may, at its sole discretion, terminate this Agreement in the event any one or more of the following occurs:
1. If a 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 makes) any false statement(s) or representation(s) with respect to this Agreement,
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, 1 For purposes of this Agreement, the word “Consultant” (whether a person or a legal entity) also refers to “Contractor” and means any of the following: an owner or co-owner of a sole proprietorship; a person who controls or who has the power to control a business entity; a general 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.
2 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.
3 As used herein, “dishonesty” includes, but is not limited to, embezzlement, theft, forgery, bribery, falsification or destruction of records, malting false statements, failure to pay tax obligations, receiving stolen property, collusion or conspiracy. 4 Contractor becomes insolvent, transfers assets in fraud of creditors, makes an assignment for the benefit of creditors, files a petition under any section or chapter of the federal Bankruptcy Code (11 U.S.C.), as amended, or under any similar law or statute of the United States or any state thereof, is adjudged bankrupt or insolvent in proceedings under such laws, or a receiver or trustee is appointed for all or substantially all of the assets of Contractor. 5 Loss of personnel deemed essential by the City for the successful performance of the obligations of the Contractor to the City.
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.
EXHIBIT C
AFFIDAVIT OF COMPLIANCE WITH ETHICAL STANDARDS
I hereby state that I have read and understand the language, entitled "Ethical Standards” set forth in Exhibit B. 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.
ABB, INC.
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.
By: ~tJ~ --------'---------------Signature of Authorized Person or Representative Name: ___ D_a_v_id_W_._A_ld_ru--=-p _______ _
SVP, Network Control
Title: ___________________ _
Certificate of Acknowledgement
State of
County of
On Seet. Jq , ~o 17
(date)
, before me,
(notary)
personally appeared, ~ V ,'J W. A-/d YVf(signers)
personally known to me
-- OR --
proved to me on the basis of satisfactory evidence to be the person{s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument WITNESS my hand and official seal
(notary signature)
My Commission Expires: Afn· l ~\I 2,,02-Q
HITACHI
AMENDMENT
jl 1111
11\1911'
Amendment (the "Amendment") to the Software Maintenance Agreement dated September 1, 2017 ("Agreement") by and between ABB Enterprise Software Inc. (an affiliate of ABB, Inc.) ("Contractor" or "ABB") and City of Santa Clara, California ("Customer"). (Collectively are referred to herein collectively as the "Party" or "Parties").
In consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, ABB and Customer hereby agree to amend the Agreement as follows:
1. Section 2 of the Agreement is deleted in its entirety and replaced with the following:
"Upon execution of this Amendment the term of this Agreement, unless terminated earlier as provided for herein, shall continue for five (5) years from the maintenance services renewal date of September 1, 2020 ("the Renewal Term"). Thereafter, the parties will negotiate an extension to this Agreement."
2. Upon execution of this Amendment the Parties agree to the following maintenance and support terms for the Renewal Term. The fees are due and payable in accordance with the terms of the Agreement and are exclusive of taxes.
Maintenance Service Fee
Year1 Year2 Year 3 Year4 Year 5
(09/01/2020 (09/01/2021 (09/01/2022 (09/01/2023 (09/01/2024 to to to to to
08/31/2021) 08/31/2022) 08/31/2023) 08/31/2024 08/31/2025) NM EMSSMA $177,215 $172,464 $177,215 $182,145 $187,254
Total= $896,381
3. Section 5 of the Agreement is amended to provide up to seventy-five (75) hours of Service during Year 1 and up to fifty (50) hours of Services during each of Years 2 through 5 of the Renewal Term.
4. Appendix A of the Agreement is amended to no longer provide SPIDER support. It is also amended to state that "Additional Support Hours is offered at a rate of $38,700 for 100 man hour blocks."
For the NM6.6 release that is currently installed and pending cutover on the Silicon Valley system, the maintenance services are amended to provide what is called Classic Support through December of 2022. Classing Support means that support is limited to software updates (patches) addressing fixes for Priority 1 and 2 defects only. P2 fixes are resolved at the discretion of ABB. Following that, the service provided will be what is called Limited Support. Limited Support means that support is limited to software updates (patches) addressing fixes for Priority 1 defects only.
Amendment/ABB Enterprise Software Inc. 1 of 2
5. The Parties recognize the intended sale and transfer of the Power Grids division of Contractor (ABB) to a company held by Hitachi and ABB (the "Joint Venture") which will be majority owned, and might beat some stage fully owned, by Hitachi. In this context, the Parties agree that Contractor has the rights and obligations under this Contract, without prior consent of Purchaser, to either a lega_l entity in the Contractor Group or directly to the Joint Venture or any legal entity in the Joint Venture group. Purchaser agrees, at the request of Contractor, to promptly execute all agreements and/or other documents required to effect such subcontract, assignment, transfer or novation.
6. The Parties are aware of the outbreak of a Coronavirus (commonly known as COVID-19) or any mutation of such virus ("the Outbreak"). The Outbreak is impacting or may impact normal business operations or performance or delivery pursuant to this Agreement. For a two year period beginning on the effective date of this Amendment, ABB shall be entitled to reasonable cost compensation, time extension or other reasonably required contract adjustments, if any consequences that are unknown as of the effective date of this Agreement and resulting out of, or in connection with the Outbreak, whether directly or indirectly, cause ABB to incur additional cost or lead to any delay in performance or delivery or otherwise affect the fulfillment of ABB's contractual obligations or duties pursuant to this Agreement.
THE PARTIES HEREBY AGREE THAT THIS AMENDMENT, INCLUDING THE AGREEMENT
OF WHICH IT IS A PART, IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE
AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PRIOR OR
CONCURRENT PROPOSALS AND UNDERSTANDINGS, WHETHER ORAL OR WRITTEN,
AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATER OF THIS AMENDMENT AND THE AGREEMENT. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED AND ARE RATIFIED HEREBY. EXCEPT AS PROVIDED IN THIS AMENDMENT, THE AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.
IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment to be duly executed and delivered on its behalf and in its name as of date indicated above.
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Title: Regional Controller, Network Control
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City of Santa Clara, California
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2 of2
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-1024 Agenda Date: 8/26/2025
REPORT TO STADIUM AUTHORITY BOARD
SUBJECT
Informational Report on Stadium Authority and Stadium Manager Meetings for the Period of July 1 to September 30, 2024
BOARD PILLAR
Enhance Community Engagement and Transparency
BACKGROUND
On August 24, 2017, the Stadium Authority approved the Harvey Rose Audit titled “Comprehensive Audit of Stadium”. Audit recommendation 1.Q states that “the Stadium Authority Board should direct the Executive Director to require that all meetings, including the date and purpose of the meetings, between Stadium Authority and Stadium Manager staff be documented and reported quarterly or annually to the Stadium Authority Board.” Staff has implemented this audit recommendation on a quarterly basis.
At the August 25, 2020 meeting, the Stadium Authority Board provided additional direction to staff to prepare minutes for all future Stadium Authority and Stadium Manager staff meetings.
DISCUSSION
In accordance with the Board approved audit recommendation, meetings between Stadium Authority and Stadium Manager staff for the period of July 1 to September 30, 2024 are listed below. The attendees and topics discussed at these meetings are included in this report as Attachment 1.
Date Meeting Purpose
07/02/2024 Finance Updates Meeting (in person)
07/03/2024 Weekly Accounting Status Meeting (virtual)
07/08/2024 Stadium Capital Projects Coordination - Critical Path Meeting (virtual) 07/08/2024 Various Stadium Issues Meeting (virtual)
07/09/2024 FIFA World Cup 2026 Assignment and Assumption Negotiations Meeting (in person)
07/10/2024 Weekly Accounting Status Meeting (virtual)
07/10/2024 Levi’s Stadium Security Procedures and Neighborhood Impacts Assessment Funding Agreement Meeting (virtual)
07/15/2024 Stadium Capital Projects Coordination - Critical Path Meeting (virtual) 07/17/2024 Weekly Accounting Status Meeting (virtual)
07/24/2024 FIFA World Cup 2026 Assignment and Assumption Negotiations Meeting (in person)
07/30/2024 Stadium Authority/Stadium Manager Monthly Coordination Meeting (in person)
08/01/2024 NFL Security Procedures Meeting (phone)
08/07/2024 Weekly Accounting Status Meeting (virtual)
08/12/2024 Stadium Capital Projects Coordination - Critical Path Meeting (virtual) 08/14/2024 Weekly Accounting Status Meeting (virtual)
08/14/2024 Pending Stadium Contracts Meeting (virtual)
08/19/2024 Security Credentialing Meeting (phone)
08/20/2024 Stadium Capital Projects Update Meeting (virtual) 08/21/2024 World Cup Project Overview Meeting (in person) 08/21/2024 Weekly Accounting Status Meeting (virtual)
08/26/2024 Stadium Capital Projects Coordination - Critical Path Meeting (virtual) 08/26/2024 CapEx Check-In Meeting (virtual)
08/26/2024 Ticketmaster Agreement Meeting (virtual)
08/28/2024 Weekly Accounting Status Meeting (virtual)
08/29/2024 Procurement Meeting (phone)
09/04/2024 Weekly Accounting Status Meeting (virtual)
09/06/2024 Procurement Meeting (phone)
09/10/2024 Various Stadium Issues and Contracts Meeting (virtual) 09/11/2024 FIFA World Cup 2026 Assignment and Assumption Negotiations Meeting (in person)
09/11/2024 Weekly Accounting Status Meeting (virtual)
09/12/2024 CapEx Check-In Meeting (virtual)
09/12/2024 Financial Management System Managed Services Status Meeting (virtual)
09/16/2024 Stadium Capital Projects Coordination - Critical Path Meeting (virtual) 09/16/2024 Various Stadium Issues Meeting (virtual)
09/17/2024 FIFA World Cup 2026 Assignment and Assumption Negotiations Meeting (in person)
09/18/2024 Weekly Accounting Status Meeting (virtual)
09/18/2024 Various Stadium Issues Meeting (virtual)
09/19/2024 Various Stadium Issues Meeting (virtual)
09/20/2024 CapEx Check-In Meeting (virtual)
09/23/2024 Stadium Capital Projects Coordination - Critical Path Meeting (virtual) 09/24/2024 Various FIFA World Cup and Stadium Issues (virtual) 09/25/2024 2026 Insurance Procurement Meeting (virtual) 09/25/2024 FIFA World Cup and Stadium Issues (virtual)
09/26/2024 Stadium Authority and Stadium Manager Finance Updates Meeting (in person)
09/26/2024 2026 FIFA/Super Bowl Negotiations (virtual)
09/27/2024 CapEx Check-In Meeting (virtual)
09/30/2024 49ers Grant Commitment Meeting (virtual)
09/30/2024 Various Stadium Issues Meeting (virtual)
09/30/2024 Stadium Authority/Stadium Manager Quarterly Status Meeting (in person) City of Santa Clara Printed on 8/22/2025Page 1 of 3
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25-1024 Agenda Date: 8/26/2025
Date Meeting Purpose
07/02/2024 Finance Updates Meeting (in person)
07/03/2024 Weekly Accounting Status Meeting (virtual)
07/08/2024 Stadium Capital Projects Coordination - Critical Path Meeting (virtual) 07/08/2024 Various Stadium Issues Meeting (virtual)
07/09/2024 FIFA World Cup 2026 Assignment and Assumption Negotiations Meeting (in person)
07/10/2024 Weekly Accounting Status Meeting (virtual)
07/10/2024 Levi’s Stadium Security Procedures and Neighborhood Impacts Assessment Funding Agreement Meeting (virtual)
07/15/2024 Stadium Capital Projects Coordination - Critical Path Meeting (virtual) 07/17/2024 Weekly Accounting Status Meeting (virtual)
07/24/2024 FIFA World Cup 2026 Assignment and Assumption Negotiations Meeting (in person)
07/30/2024 Stadium Authority/Stadium Manager Monthly Coordination Meeting (in person)
08/01/2024 NFL Security Procedures Meeting (phone)
08/07/2024 Weekly Accounting Status Meeting (virtual)
08/12/2024 Stadium Capital Projects Coordination - Critical Path Meeting (virtual) 08/14/2024 Weekly Accounting Status Meeting (virtual)
08/14/2024 Pending Stadium Contracts Meeting (virtual)
08/19/2024 Security Credentialing Meeting (phone)
08/20/2024 Stadium Capital Projects Update Meeting (virtual) 08/21/2024 World Cup Project Overview Meeting (in person) 08/21/2024 Weekly Accounting Status Meeting (virtual)
08/26/2024 Stadium Capital Projects Coordination - Critical Path Meeting (virtual) 08/26/2024 CapEx Check-In Meeting (virtual)
08/26/2024 Ticketmaster Agreement Meeting (virtual)
08/28/2024 Weekly Accounting Status Meeting (virtual)
08/29/2024 Procurement Meeting (phone)
09/04/2024 Weekly Accounting Status Meeting (virtual)
09/06/2024 Procurement Meeting (phone)
09/10/2024 Various Stadium Issues and Contracts Meeting (virtual) 09/11/2024 FIFA World Cup 2026 Assignment and Assumption Negotiations Meeting (in person)
09/11/2024 Weekly Accounting Status Meeting (virtual)
09/12/2024 CapEx Check-In Meeting (virtual)
09/12/2024 Financial Management System Managed Services Status Meeting (virtual)
09/16/2024 Stadium Capital Projects Coordination - Critical Path Meeting (virtual) 09/16/2024 Various Stadium Issues Meeting (virtual)
09/17/2024 FIFA World Cup 2026 Assignment and Assumption Negotiations Meeting (in person)
09/18/2024 Weekly Accounting Status Meeting (virtual)
09/18/2024 Various Stadium Issues Meeting (virtual)
09/19/2024 Various Stadium Issues Meeting (virtual)
09/20/2024 CapEx Check-In Meeting (virtual)
09/23/2024 Stadium Capital Projects Coordination - Critical Path Meeting (virtual) 09/24/2024 Various FIFA World Cup and Stadium Issues (virtual) 09/25/2024 2026 Insurance Procurement Meeting (virtual) 09/25/2024 FIFA World Cup and Stadium Issues (virtual)
09/26/2024 Stadium Authority and Stadium Manager Finance Updates Meeting (in person)
09/26/2024 2026 FIFA/Super Bowl Negotiations (virtual)
09/27/2024 CapEx Check-In Meeting (virtual)
09/30/2024 49ers Grant Commitment Meeting (virtual)
09/30/2024 Various Stadium Issues Meeting (virtual)
09/30/2024 Stadium Authority/Stadium Manager Quarterly Status Meeting (in person) City of Santa Clara Printed on 8/22/2025Page 2 of 3
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25-1024 Agenda Date: 8/26/2025
Date Meeting Purpose
07/02/2024 Finance Updates Meeting (in person)
07/03/2024 Weekly Accounting Status Meeting (virtual)
07/08/2024 Stadium Capital Projects Coordination - Critical Path Meeting (virtual) 07/08/2024 Various Stadium Issues Meeting (virtual)
07/09/2024 FIFA World Cup 2026 Assignment and Assumption Negotiations Meeting (in person)
07/10/2024 Weekly Accounting Status Meeting (virtual)
07/10/2024 Levi’s Stadium Security Procedures and Neighborhood Impacts Assessment Funding Agreement Meeting (virtual)
07/15/2024 Stadium Capital Projects Coordination - Critical Path Meeting (virtual) 07/17/2024 Weekly Accounting Status Meeting (virtual)
07/24/2024 FIFA World Cup 2026 Assignment and Assumption Negotiations Meeting (in person)
07/30/2024 Stadium Authority/Stadium Manager Monthly Coordination Meeting (in person)
08/01/2024 NFL Security Procedures Meeting (phone)
08/07/2024 Weekly Accounting Status Meeting (virtual)
08/12/2024 Stadium Capital Projects Coordination - Critical Path Meeting (virtual) 08/14/2024 Weekly Accounting Status Meeting (virtual)
08/14/2024 Pending Stadium Contracts Meeting (virtual)
08/19/2024 Security Credentialing Meeting (phone)
08/20/2024 Stadium Capital Projects Update Meeting (virtual) 08/21/2024 World Cup Project Overview Meeting (in person) 08/21/2024 Weekly Accounting Status Meeting (virtual)
08/26/2024 Stadium Capital Projects Coordination - Critical Path Meeting (virtual) 08/26/2024 CapEx Check-In Meeting (virtual)
08/26/2024 Ticketmaster Agreement Meeting (virtual)
08/28/2024 Weekly Accounting Status Meeting (virtual)
08/29/2024 Procurement Meeting (phone)
09/04/2024 Weekly Accounting Status Meeting (virtual)
09/06/2024 Procurement Meeting (phone)
09/10/2024 Various Stadium Issues and Contracts Meeting (virtual) 09/11/2024 FIFA World Cup 2026 Assignment and Assumption Negotiations Meeting (in person)
09/11/2024 Weekly Accounting Status Meeting (virtual)
09/12/2024 CapEx Check-In Meeting (virtual)
09/12/2024 Financial Management System Managed Services Status Meeting (virtual)
09/16/2024 Stadium Capital Projects Coordination - Critical Path Meeting (virtual) 09/16/2024 Various Stadium Issues Meeting (virtual)
09/17/2024 FIFA World Cup 2026 Assignment and Assumption Negotiations Meeting (in person)
09/18/2024 Weekly Accounting Status Meeting (virtual)
09/18/2024 Various Stadium Issues Meeting (virtual)
09/19/2024 Various Stadium Issues Meeting (virtual)
09/20/2024 CapEx Check-In Meeting (virtual)
09/23/2024 Stadium Capital Projects Coordination - Critical Path Meeting (virtual) 09/24/2024 Various FIFA World Cup and Stadium Issues (virtual) 09/25/2024 2026 Insurance Procurement Meeting (virtual) 09/25/2024 FIFA World Cup and Stadium Issues (virtual)
09/26/2024 Stadium Authority and Stadium Manager Finance Updates Meeting (in person)
09/26/2024 2026 FIFA/Super Bowl Negotiations (virtual)
09/27/2024 CapEx Check-In Meeting (virtual)
09/30/2024 49ers Grant Commitment Meeting (virtual)
09/30/2024 Various Stadium Issues Meeting (virtual)
09/30/2024 Stadium Authority/Stadium Manager Quarterly Status Meeting (in person)
ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(5) in that it is a governmental organizational or administrative activity that will not result in direct or indirect changes in the environment.
FISCAL IMPACT
There is no fiscal impact related to this report.
COORDINATION
This report has been coordinated with the Stadium Authority Counsel and Treasurer’s Offices.
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].
RECOMMENDATION
Note and file the quarterly report on Stadium Authority and Stadium Manager staff meetings and corresponding summaries for the period of July 1 to September 30, 2024.
Reviewed by: Chuck Baker, Assistant City Manager
Approved by: Jovan D. Grogan, Executive Director
ATTACHMENTS
1. Stadium Authority and Stadium Manager Meeting Summaries for the Period of 7/1/24 to 9/30/24 City of Santa Clara Printed on 8/22/2025Page 3 of 3
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Date: 07/02/2024; 3:30 pm to 5:00 pm
In Person Meeting at Starbucks, 2030 Wyatt Drive, Santa Clara: Kenn Lee (City/SCSA); and Jeff Fong (Stadium Manager)
1. SCSA Finance Updates
2. ManCo Updates
3. ERP Project
4. Lender Approvals of Settlement
Weekly Accounting Status Meeting
Date: 07/03/2024; 2:30 pm to 2:48 pm
Teams Meeting: Linh Lam, Brenda Lee (SCSA); Brent Ghan, Caitlin Ritchie (Stadium Manager)
1. Operating and Maintenance True-Up
2. G&A unused cash transfer to the Trust
3. Non-NFL Event Revenue and Stadium Builder License Proceeds transfer
Stadium Capital Projects Coordination - Critical Path
Date: 7/8/2024; 11:00 am to 9:00 am
Zoom Meeting: Elycia Knight, Chuck Baker, Reena Brilliot, Armand Lobao, Nimisha Agrawal, Lesley Xavier (City/SCSA); Ryan Van Maarth (Stadium Manager); Amber Luther (Populous)
Discussion:
• Discussion on the proposed Video Boards and CEQA Requirements. • Discuss the design requirement and permitting related to the FIFA Bowl permit submittal.
• Discuss the design requirements and permitting related to the Naming Rights Design Standards.
Date: 7/8/2024, 6:00 pm
Teams Meeting:
For Santa Clara Stadium Authority:
Glen R. Googins, Stadium Authority Counsel
For Stadium Manager:
Jihad Beauchman
1. Various Stadium Issues Including World Cup 2026
Date: 7/9/2024, 11:00 am
In Person Meeting:
For Santa Clara Stadium Authority:
Jovan D. Grogan, Executive Director
Glen R. Googins, Stadium Authority Counsel
Chuck Baker, Assistant City Manager
Christine Jung, Assistant to the City Manager
Elizabeth Klotz, Assistant City Attorney
For Stadium Manager:
Jihad Beauchman
For Bay Area Host Committee:
Zaileen Janmohamed
Sonia Nayak
Matthew Richards
Ruth Shikada
Becca Smith
Robert Weikert
1. FIFA World Cup 2026 Assignment and Assumption Agreement Negotiations
Weekly Accounting Status Meeting
Date: 07/10/2024; 2:30 pm to 3:00 pm
Teams Meeting: Tyler Cook, Brenda Lee (SCSA); Brent Ghan, Caitlin Ritchie (Stadium Manager)
1. FY2022/23 Operating and Maintenance True-Up
Date: 7/10/2024, 4:30 pm
Teams Meeting:
For Santa Clara Stadium Authority:
Elizabeth Klotz, Assistant City Attorney
For Stadium Manager:
Jihad Beauchman
1. Levi’s Stadium Security Procedures and Neighborhood Impacts Assessment Funding Agreement
Stadium Capital Projects Coordination - Critical Path
Date: 7/15/2024; 9:00 am to 10:00 am
Zoom Meeting: Elycia Knight, Chuck Baker, Reena Brilliot, Armand Lobao, Nimisha Agrawal, Lesley Xavier (City/SCSA); Ryan Van Maarth, Francine Hughes (Stadium Manager); Amber Luther (Populous), Joseph Crummet (DevCon) Discussion:
• Stadium Manager shared the Critical Path Project Schedule. • Discussion on forecasted projects and anticipated submittal dates. • Discussion about the CEQA requirements for the Video Boards.
Weekly Accounting Status Meeting
Date: 07/17/2024; 2:30 pm to 2:56 pm
Teams Meeting: Tyler Cook, Brenda Lee (SCSA); Brent Ghan, Caitlin Ritchie (Stadium Manager)
1. FY 2022/23 Operating and Maintenance expenses True-Up
2. FY 2024/25 Q1 perfection certificates
Date: 7/24/2024, 11:00 am
In Person Meeting:
For Santa Clara Stadium Authority:
Jovan D. Grogan, Executive Director
Glen R. Googins, Stadium Authority Counsel
Chuck Baker, Assistant City Manager
Christine Jung, Assistant to the City Manager
Elizabeth Klotz, Assistant City Attorney
For Stadium Manager:
Jihad Beauchman
For Bay Area Host Committee:
Zaileen Janmohamed
Sonia Nayak
Matthew Richards
Ruth Shikada
Robert Weikert
1. FIFA World Cup 2026 Assignment and Assumption Agreement Negotiations
STADIUM AUTHORITY/STADIUM MANAGER
MONTHLY COORDINATION MEETING
July 30, 2024 | 4:00 p.m. – 5:00 p.m.
Levi’s Stadium
ATTENDEES
City/Stadium Authority
• Chuck Baker, Assistant City
Manager/ Assistant Executive
Director
• Christine Jung, Assistant to the
City Manager/Assistant to the
Executive Director
• Elycia Knight, Development
Project Manager
• Sujata Reuter, Chief Assistant City
Attorney
49ers/Stadium Manager
• Francine Melendez Hughes,
Executive Vice President &
General Manager
• Peter Wilhelm, Chief Financial
Officer
• Jihad Beauchman, Executive Vice
President, General Counsel
AGENDA
1. ADA accommodation
Discussion of recent ADA complaints received by Stadium Authority from event attendees.
Stadium Manager staff provided information about their provision of accessibility services and tickets, which include mobility shuttle and ticket swaps for accessible seats.
2. Allied Request for Proposal (RFP) / Report
Discussion of various security items, including Guidepost Solutions’ scope, a potential agreement for interim security services, and the inclusion of a service level agreement, performance measures, penalties, compliance, and staff roles and responsibilities in the new agreement for security services.
3. B ay Area Host Committee (BAHC) / Stadium Authority / Stadium Manager Capital Projects meeting
Stadium Authority and Stadium Manager staff confirmed that a separate meeting would be scheduled to review the bowl modifications required for FIFA World Cup 2026.
4. Display boards control room commercial agreement
Discussion about Capital Expense (CapEx) projects, including the display boards, Naming Rights signage, control room, and suites.
5. Salvage equipment update
Stadium Manager provided an update that they were still working on a list of salvage equipment.
6. SBL amendments
Discussion of cost neutral amendments to SBLs that relocate SBL Holders to different seats in sections that are priced at the same level and relevant agreement provisions. Stadium Authority staff would look at additional information.
7. Levy second amendment
Discussion of the pending Amendment No. 2 to the Agreement with Levy for concessionaire services. Stadium Manager staff confirmed that the amendment would not have any financial impacts to the Stadium Authority.
8. Ticketmaster agreement
Discussion of an agreement with Ticketmaster for Non-NFL Events that needs to go to the Board for approval and key provisions like cost structure.
9. SBL Sales Training Request
Discussion of the existing agreement for SBL sales training and structure of the training.
10. Scheduling Meeting with Major Non-NFL Events Lead
Stadium Authority staff requested to schedule meeting with the Stadium Manager’s Head of Stadium Events to learn more about the Non-NFL Event booking process.
11. Misc.
a. Fanatics
Discussion on a proposed agreement with Fanatics that allows for operations outside of the team store during Non-NFL Events, which would be submitted for Stadium Authority approval in the near future.
Date: 8/1/2024, 12:30 pm
Phone Call:
For Santa Clara Stadium Authority:
Sujata Reuter, Chief Assistant City Attorney
For Stadium Manager:
Jihad Beauchman
1. NFL Security Procedures
Weekly Accounting Status Meeting
Date: 08/7/2024; 2:30 pm to 2:45 pm
Teams Meeting: Tyler Cook, Brenda Lee (SCSA); Brent Ghan, Caitlin Ritchie (Stadium Manager)
1. Outstanding Public Safety Costs
2. Financial Management System testing
3. KPMG Annual Audit
4. FY 2024/25 Q1 perfection certificates
Stadium Capital Projects Coordination - Critical Path
Date: 8/12/2024; 9:00 am to 10:00 am
Zoom Meeting: Elycia Knight, Chuck Baker, Reena Brilliot, Armand Lobao, Nimisha Agrawal, Lesley Xavier (City/SCSA); Ryan Van Maarth, Francine Hughes (Stadium Manager); Amber Luther (Populous); Joseph Crummet (DevCon); Fiona Phung, Shannon George (DJP)
Discussion:
• Discussion on forecasted projects and anticipated submittal dates. • Check-in out permits currently in review.
• Discussion about the CEQA requirements for the Video Boards including meeting scheduled with 3rd party consultants.
• Discussion and preparation for the FIFA bowl presentation to City Council.
Weekly Accounting Status Meeting
Date: 08/14/2024; 2:30 pm to 2:39 pm
Teams Meeting: Brenda Lee (SCSA); Brent Ghan, Caitlin Ritchie (Stadium Manager)
1. Non-NFL Event Surcharge
2. Ticket Platform Fees
3. KPMG sample selections
4. Q1 reporting
5. Armanino ERP upgrade
Date: 8/14/2024, 5:30 pm
Teams Meeting:
For Santa Clara Stadium Authority:
Glen R. Googins, Stadium Authority Counsel
For Stadium Manager:
Jihad Beauchman
1. Pending Stadium Contracts
Date: 8/19/2024, 1:30 pm
Phone Call:
For Santa Clara Stadium Authority:
Sujata Reuter, Chief Assistant City Attorney
For Stadium Manager:
Jihad Beauchman
1. Security Credentialing
Stadium Capital Projects Update Meeting
Date: 8/20/2024 3:00 pm to 3:30 am
Zoom Meeting: Elycia Knight and Chuck Baker (SCSA); Ryan Van Maarth and Francine Hughes (Stadium Manager)
Discussion:
Prepare for the August 21
st World Cup Project Overview.
Date: 8/21/2024, 9:00 am
In Person Meeting:
For Santa Clara Stadium Authority:
Jovan D. Grogan, Executive Director
Chuck Baker, Assistant City Manager
Elizabeth Klotz, Assistant City Attorney
Elycia Knight, Development Project Manager
Christine Jung, Assistant to the City Manager
For Stadium Manager:
Jihad Beauchman
Francine Hughes
Peter Wilhelm
Ryan Van Maarth
For Bay Area Host Committee:
Zaileen Janmohamed
Karina Herold
Sonia Nayak
Ruth Shikada
1. World Cup Project Overview
Weekly Accounting Status Meeting
Date: 08/21/2024; 2:30 pm to 2:41 pm
Teams Meeting: Brenda Lee (SCSA); Brent Ghan, Caitlin Ritchie (Stadium Manager)
1. Q1 Financials and Perfection Certificates
2. SBL Q1 Report
3. KPMG sample selections
4. Questions related to ERP upgrade from SCSA
Stadium Capital Projects Coordination - Critical Path
Date: 8/26/2024; 9:00 am to 10:00 am
Zoom Meeting: Elycia Knight, Reena Brilliot, Chuck Baker, Armand Lobao, Nimisha Agrawal, Lesley Xavier (City/SCSA); Francine Hughes, Ryan Van Maarth (Stadium M
anager); Amber Luther (Populous), Joseph Crummet (DevCon), Shannon George (DJP)
Discussion:
Video Board Design
CEQA Studies – Noise and Glare
FAA and Land Use Commission Next Steps
CapEx Check-In
Date:
8/26/2024; 3:30 pm to 4:00 pm
Zoom Meeting: Elycia Knight (SCSA) and Ryan Van Maarth (Stadium Manager) Discussion:
• Prepare Meeting for Project Schedule
o Building / Fire / Electrical (Event Permits)
Date: 8/26/2024, 5:30 pm
Teams Meeting:
For Santa Clara Stadium Authority:
Glen R. Googins, Stadium Authority Counsel
Elizabeth Klotz, Assistant City Attorney
For Stadium Manager:
Jihad Beauchman
1. Ticketmaster Agreement
Weekly Accounting Status Meeting
Date: 08/28/2024; 2:30 pm to 2:37 pm
Teams Meeting: Tyler Cook, Brenda Lee (SCSA); Brent Ghan, Caitlin Ritchie (Stadium Manager)
1. KPMG Year-end Audit
2. Public Safety Costs
3. Responses to ERP Questions from ManCo
Procurement Meeting
Date: 08/29/2024; 11:00 am to 11:18 am
Phone Meeting: Grace Dougherty (City/SCSA) and Jenti Vandertuig (Stadium Manager)
1. Discuss the Janitorial Services RFP, including the process for cost evaluation
Weekly Accounting Status Meeting
Date: 09/04/2024; 2:30 pm to 2:47 pm
Teams Meeting: Tyler Cook, Brenda Lee (SCSA); Brent Ghan, Caitlin Ritchie (Stadium Manager)
1. Audit committee meeting
2. Public Safety Costs reimbursements
3. Senior & Youth Fees FY 2023/24 True-Up
Procurement Meeting
Date: 09/06/2024; 12:30 pm to 12:50 pm
Phone Meeting: Grace Dougherty (City/SCSA) and Jenti Vandertuig (Stadium Manager)
1. Discuss how City of Santa Clara determines the total contract value for one-year contracts versus multi-year contracts
Date: 9/10/2024, 11:30 am
Teams Meeting:
For Santa Clara Stadium Authority:
Glen R. Googins, Stadium Authority Counsel
For Stadium Manager:
Jihad Beauchman
1. Various Stadium Issues and Contracts
Date: 9/11/2024, 9:00 am
In Person Meeting:
For Santa Clara Stadium Authority:
Jovan D. Grogan, Executive Director
Glen R. Googins, Stadium Authority Counsel
Chuck Baker, Assistant City Manager
Christine Jung, Assistant to the City Manager
Elizabeth Klotz, Assistant City Attorney
For Stadium Manager:
Jihad Beauchman
For Bay Area Host Committee:
Zaileen Janmohamed
Karina Herold
Sonia Nayak
Ruth Shikada
Becca Smith
Robert Weikert
1. FIFA World Cup 2026 Assignment and Assumption Agreement Negotiations
Weekly Accounting Status Meeting
Date: 09/11/2024; 2:30 pm to 2:43 pm
Teams Meeting: Tyler Cook, Brenda Lee (SCSA); Brent Ghan (Stadium Manager)
1. FY 2024-25 Public Safety Cost reimbursements
2. Public Safety Costs for COPA America matches
3. Capital Expenditure - Lighting Systems project
CapEx Check-In
Date: 9/12/2024; 1:00 pm to 1:30 pm
Zoom Meeting: Elycia Knight (SCSA) and Ryan Van Maarth (Stadium Manager)
Discussion:
Naming Rights Signage
LED Field Lights - Sports Lighting Project
Bowl Modifications
DAS System
CapEx Projects Construction Period
Financial Management System
Managed Services Status Meeting
Date: 9/12/2024; 2:00 pm to 2:13 pm
Zoom Meeting: Tyler Cook, Brenda Lee, (SCSA); Brent Ghan (Stadium Manager); Chad Hundley, Giles Zollar (Armanino)
1. Available system review, available support hours and academy courses
2. Coupa/Scribe to load AP invoices into Great Plains
3. GP Update from 18.6 from 18.4
4. ManCo migration to Microsoft Business Central
Stadium Capital Projects Coordination - Critical Path
Date: 9/16/2024; 9:00 am to 10:00 am
Zoom Meeting: Elycia Knight, Reena Brilliot, Chuck Baker, Armand Lobao, Nimisha Agrawal (City/SCSA); Ryan Van Maarth, Francine Hughes (Stadium Manger); Amber
Luther (Populous), Joseph Crummet (DevCon), Shannon George (DJP) Discussion:
Video Board Design
CEQA Studies – Noise and Glare
FAA and Land Use Commission Next Steps
Date: 9/16/2024, 5:00 pm
Teams Meeting:
For Santa Clara Stadium Authority:
Glen R. Googins, Stadium Authority Counsel
For Stadium Manager:
Jihad Beauchman
1. Various Stadium Issues
Date: 9/17/2024, 9:30 am
In Person Meeting:
For Santa Clara Stadium Authority:
Jovan D. Grogan, Executive Director
Glen R. Googins, Stadium Authority Counsel
Chuck Baker, Assistant City Manager
Christine Jung, Assistant to the City Manager
Elizabeth Klotz, Assistant City Attorney
For Stadium Manager:
Jihad Beauchman
For Bay Area Host Committee:
Zaileen Janmohamed
Karina Herold
Sonia Nayak
Ruth Shikada
Becca Smith
Robert Weikert
1. FIFA World Cup 2026 Assignment and Assumption Agreement Negotiations
Weekly Accounting Status Meeting
Date: 09/18/2024; 2:30 pm to 2:37 pm
Teams Meeting: Brenda Lee (SCSA); Brent Ghan, Caitlin Ritchie (Stadium Manager)
1. FY 2024-25 Public Safety Cost reimbursements
Date: 9/18/2024, 5:00 pm
Teams Meeting:
For Santa Clara Stadium Authority:
Glen R. Googins, Stadium Authority Counsel
For Stadium Manager:
Jihad Beauchman
1. Various Stadium Issues
Date: 9/19/2024, 2:30 pm
Teams Meeting:
For Santa Clara Stadium Authority:
Glen R. Googins, Stadium Authority Counsel
For Stadium Manager:
Jihad Beauchman
1. Various Stadium Issues
CapEx Check-In
Date: 9/20/2024; 12:30 pm to 1:00 pm
Zoom Meeting: Elycia Knight (SCSA) and Ryan Van Maarth (Stadium Manager) Discussion:
• Check-in on Capital Project design and construction timelines.
Stadium Capital Projects Coordination - Critical Path
Date: 9/23/2024; 9:00 am to 10:00 am
Zoom Meeting: Elycia Knight, Reena Brilliot, Chuck Baker, Armand Lobao, Nimisha Agrawal (City/SCSA); Ryan Van Maarth, Francine Hughes (Stadium Manager); Amber
Luther (Populous), Joseph Crummet (DevCon)
Discussion:
Update on CapEx Design and Construction Schedule
Video Board Design
CEQA Studies – Noise and Glare
FAA and Land Use Commission Next Steps
Update on Concert Permit Review Progress
Facilities Condition Assessment
Date: 9/24/2024, 10:30 am
Teams Meeting:
For Santa Clara Stadium Authority:
Glen R. Googins, Stadium Authority Counsel
For Stadium Manager:
Jihad Beauchman
1. Various FIFA World Cup and Stadium Issues
Date: 9/25/2024, 1:00 pm
Teams Meeting:
For Santa Clara Stadium Authority:
Sujata Reuter, Chief Assistant City Attorney
For Stadium Manager:
Jodi Marvet, Risk Manager
1. 2026 Insurance Procurement
Date: 9/25/2024, 5:15 pm
Teams Meeting:
For Santa Clara Stadium Authority:
Glen R. Googins, Stadium Authority Counsel
For Stadium Manager:
Jihad Beauchman
1. FIFA World Cup and Stadium Issues
Date: 09/26/2024; 11:30 am to 1:00 pm
In Person Meeting at Sajj Mediterranean 4140 N 1st Street Ste #10, San Jose: Kenn Lee (City/SCSA); Jeff Fong, Chris Steele (Stadium Manager)
1. SCSA Finance Updates
2. ManCo Updates
3. ERP Project
4. Lender Approvals of Settlement
5. SCSA Financial Statements
6. Auditor reviews and engagements
Date: 9/26/2024, 2:00 pm
In Person Meeting:
For Santa Clara Stadium Authority:
Jovan D. Grogan, Executive Director
Glen R. Googins, Stadium Authority Counsel
Chuck Baker, Assistant City Manager
Christine Jung, Assistant to the City Manager
Elizabeth Klotz, Assistant City Attorney
For Stadium Manager:
Jihad Beauchman
For Bay Area Host Committee:
Zaileen Janmohamed
Karina Herold
Sonia Nayak
Ruth Shikada
Becca Smith
Robert Weikert
1. 2026 FIFA/Super Bowl Negotiations
CapEx Check-In
Date: 9/27/2024; 12:30 pm to 1:00 pm
Zoom Meeting: Elycia Knight (SCSA) and Ryan Van Maarth (Stadium Manager) Discussion:
• Check-in on Capital Project design and construction timelines • Invoicing
49ers Grant Commitment Meeting
Date: 09/30/2024; 11:00 am – 11:30 am
Zoom Meeting: Christine Jung, Laura Sunseri (City/SCSA); and Elijah Lefkow (49ers)
1. Introductions to City Community Grant Program Manager and the 49ers Designee
2. Overview of the City of Santa Clara Community Grant Program
3. Overview of the 49ers Grant Commitment
4. Establish consultation process as required in the Initial Grant Funding Agreement between the City of Santa Clara and the 49ers
Date: 9/30/2024, 3:30 pm
Teams Meeting:
For Santa Clara Stadium Authority:
Sujata Reuter, Chief Assistant City Attorney
For Stadium Manager:
Jihad Beauchman
1. Nevarez v. Stadium Authority litigation
2. Allied Security Agreement
STADIUM AUTHORITY/STADIUM MANAGER
QUARTERLY STATUS MEETING
September 30, 2024 | 3:30 p.m. – 5:00 p.m.
Levi’s Stadium
ATTENDEES
City/Stadium Authority
• Chuck Baker, Assistant City
Manager/Assistant Executive
Director
• Christine Jung, Assistant to the
City Manager/Assistant to the
Executive Director
• Elycia Knight, Development
Project Manager
49ers/Stadium Manager
• Francine Melendez Hughes,
Executive Vice President &
General Manager
• Peter Wilhelm, Chief Financial
Officer
• Emily Eskin, Head of Stadium
Events
AGENDA
1. Non-NFL Events
a. FY 24/25 – most recent performance numbers
Discussion of the Stadium Manager’s process for booking major events, learnings from other stadiums, Non-NFL Event revenues, and factors that impact revenues and/or final net numbers including public safety costs and/or delayed public safety invoicing.
b. FY 24/25 – Sales/Marketing strategy/update
Discussion of various sales and marketing items, including the Stadium Manager’s strategy for booking private events, a potential marketing partnership with the DMO, and the Stadium Authority’s third-party market trend analysis through Canyon Oaks.
2. Allied agreement
a. Status of Allied’s review and appearance at Council Meeting Discussion of the proposed agreement with Allied for event security services that is pending Board approval as part of the October 8, 2024 agenda and Stadium Manager staff’s participation at the Board meeting.
3. Levy amendment agreement summary of terms/request to CSC Discussion of amended terms to the Levy agreement for concessionaire services that is being requested for Board approval.
4. Fanatics agreement summary of terms/request to CSC
Discussion of the proposed agreement with Fanatics for merchandise concession services that is being requested for Board approval.
5. CIP Projects
a. Digital signage commercial terms
i. Levi’s sign replacement cost estimate
Discussion of timeline for Board approval and coordination of next steps with the Stadium Manager’s Procurement Director.
ii. Control room equipment cost estimate status/implications on tenant improvement amortization
Stadium Manager is still working on this item.
b. DAS permit status (identify lease language)
Discussion of a time-sensitive DAS permit, which would allow the Stadium Manager to move forward on a tenant improvement project. c. Facilities Condition Assessment (FCA) status
Discussion of looping Stadium Authority staff back in the FCA process and how the FCA would prioritize projects.
6. FY 25/26 Budget
a. Status of budget/discussions/meeting cadence
Stadium Authority and Stadium Manager staff agreed that the respective Finance teams would partner on the process.
7. SBL Amendments
a. Follow up on requested information
Discussion of cost neutral amendments to SBLs that relocate SBL Holders to different seats in sections that are priced at the same level and relevant agreement provisions.
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-893 Agenda Date: 8/26/2025
REPORT TO CITY COUNCIL AND STADIUM AUTHORITY BOARD
SUBJECT
Presentation on a Proposed League Event Agreement with Bay Area Host Committee, Forty Niners SC Stadium Company, LLC, and Forty Niners Stadium Management Company LLC to Host Super Bowl LX
COUNCIL AND BOARD PILLARS
Enhance Community Engagement and Transparency
Ensure Compliance with Measure J and Manage Levi’s Stadium
EXECUTIVE SUMMARY
On February 8, 2026, Levi’s® Stadium is scheduled to host Super Bowl LX (SBLX). The Super Bowl is the annual championship game of the National Football League (NFL). It serves as the final game of every NFL season and is generally played on the second Sunday in February.
This report presents background information and details on a proposed League Event Agreement for hosting SBLX that has been negotiated between business and legal staff of the City/Stadium Authority and various third-party stakeholders, including the Bay Area Host Committee (BAHC) and several business entities associated with the San Francisco Forty Niners.
Article 21 of the Amended and Restated Stadium Lease (Stadium Lease) between the Santa Clara Stadium Authority (Stadium Authority) and Forty Niners SC Stadium Company, LLC (StadCo), grants StadCo the right to use Levi’s® Stadium for the Super Bowl in accordance with the terms of a negotiated “League Event Agreement.” Under Article 21, such agreement can modify the terms of the Stadium Lease and include one or more “third parties, such as an event host committee” to be responsible for certain event costs and expenses, including public safety costs. These entities and their respective roles are described later in this report.
The proposed League Event Agreement that is being presented to the City Council and Stadium Authority Board sets forth terms and each party’s responsibilities for hosting SBLX at Levi’s® Stadium. This includes a commitment from the BAHC to reimburse the City for all event-related planning, training, equipment, public safety, transportation, and emergency response costs. If the BAHC fails to fully reimburse the City for such costs, StadCo will be responsible to make up any shortfall.
The League Event Agreement also includes terms for BAHC/NFL use of the City’s Convention Center, BAHC assistance with marketing of City assets and promotion of City businesses, payment of a Senior and Youth Program Fee, and the process for preparing and presenting for Council consideration a “Special Event Zone” to regulate certain activities in and around the venue during the lead up to the game and the game itself. To provide additional assurances of timely reimbursement of City of Santa Clara Printed on 8/22/2025Page 1 of 17
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City’s “Actual Event Expenses,” the agreement also provides for BAHC to make an “Advance Payment” to the City on or before December 25, 2025 of 50% of the then estimated Actual Event Expenses.
Subject to Council/Board direction, the next step will be to finalize any outstanding terms or language within the League Event Agreement and bring it back to the Council/Board for final consideration and approval. This is currently scheduled for the September 16, 2025 Council/Board meeting. The agreement also remains subject to approval by the BAHC Board.
Lastly, it is important to note that Levi’s® Stadium is also scheduled to host six FIFA World Cup 2026 (FWC26) matches, between June 13 and July 1, 2026. This will mark the first time a venue will host the FIFA World Cup and the Super Bowl in a single year. Because both major events present similar challenges, all involved parties have been coordinating efforts in order to maximize available resources and opportunities.
BACKGROUND
This background section provides information that is relevant to a discussion of the proposed League Event Agreement that sets forth terms and responsibilities for hosting SBLX. This includes information on the key entities that have responsibilities related to hosting SBLX; the Super Bowl 50 bid process and agreements; the City/Stadium Authority’s SBLX planning and negotiation efforts.
Key Entities Relevant to Hosting SBLX
Several major entities will have responsibilities and relationships with the City and Stadium Authority with respect to hosting SBLX at Levi’s® Stadium. A list of the entities and their respective roles is provided below.
· City of Santa Clara (City)
The City of Santa Clara is the local jurisdiction where Levi's® Stadium is located, and lead agency responsible for public safety, transportation management, and permitting for the events.
· Santa Clara Stadium Authority (Stadium Authority)
The Santa Clara Stadium Authority exists as a public body, separate and distinct from the City of Santa Clara, and was established to provide for the development and operation of Levi's® Stadium. The elected members of the City Council serve as the governing board for the Stadium Authority, with the Mayor serving as the Chair, the City Manager as the Executive Director, and the City Attorney as the Stadium Authority Counsel. · National Football League (NFL)
The NFL is the top professional American football league in the United States, consisting of 32 teams. The league is divided into two conferences: the American Football Conference (AFC) and the National Football Conference (NFC), each with 16 teams. The NFL regular season typically runs from September to early January, with each team playing 17 games. At the end of the regular season, the top teams from each conference advance to the playoffs, culminating in the Super Bowl, the NFL championship game, which is generally played on the second Sunday in February. The NFL partners with one of their teams, local agencies, and regional host entities (such as the BAHC) to organize the annual Super Bowl event.
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· Forty Niners Entities
o Forty Niners SC Stadium Company, LLC (StadCo)
Through a Stadium Lease with the Stadium Authority, StadCo leases Levi’s® Stadium for NFL events.
o Forty Niners Stadium Management Company LLC (ManCo or “Stadium Manager) ManCo manages Levi’s® Stadium on behalf of StadCo and Stadium Authority under the terms of a Stadium Management Agreement between the three parties. o Forty Niners Football Company LLC (TeamCo)
TeamCo operates as a business and management arm of the Forty Niners organization, overseeing the team's interests in Levi’s® Stadium and related NFL team operations.
· Bay Area Host Committee (BAHC)
The Bay Area Host Committee, a non-profit 501(c)(6) organization, exists for the primary purpose of facilitating positive economic and societal impact to the region through major sporting events. The non-profit corporation is focused on bringing world-class events to the Bay Area to drive economic vitality, foster community-wide engagement, instill civic pride, and elevate global recognition. BAHC’s Board of Directors is comprised of regional leaders and representatives from professional sports teams - including Bay FC, the Golden State Warriors, the Golden State Valkyries, the San Francisco 49ers, the San Francisco Giants, the San Jose Earthquakes, and the San Jose Sharks.
· Regional, State, and Federal Government Partners
Governmental entities from the regional, state, and federal level will work with City, Stadium Authority, Stadium Manager, and BAHC on emergency planning, transportation coordination, public safety, and other items for SBLX. Such entities include but are not limited to: City and County of San Francisco, City of San Jose, County of Santa Clara, Valley Transit Authority (VTA), Bay Area Transit Authority (BART), California Department of Transportation (CalTrans), California Governor’s Office of Emergency Services (CalOES), Federal Bureau of Investigations (FBI), and Department of Homeland Security (DHS).
Super Bowl 50 Bid Process and Agreements
On February 7, 2016, Levi's® Stadium hosted Super Bowl 50. Through an agreement with the San Francisco Bay Area Super Bowl 50 Host Committee (Super Bowl Host Committee), the City and Stadium Authority was able to support Super Bowl 50 while ensuring that the City would be reimbursed for its governmental support services costs.
In March 2013, the City and the Stadium Authority entered into a Super Bowl L and LI Governmental Services Agreement (SB50 Governmental Services Agreement) (Attachment 1) with the Super Bowl Host Committee and StadCo.
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provide certain assurances on public safety services, fire and emergency medical services, and other governmental services (e.g., code enforcement, planning and inspection, and traffic management) to support the Super Bowl. Under the terms of the SB50 Governmental Services Agreement, the Super Bowl Host Committee, a nonprofit corporation formed for purposes of submitting the bid and hosting Super Bowl 50 at Levi's® Stadium in Santa Clara, agreed to reimburse the City for all actual costs for planning, training and deployment costs for police, fire and emergency medical and other governmental services such as traffic management, planning, building inspection, public right-of-way clean up. The SB50 Governmental Services Agreement also provided general terms for a budget and cost allocation process, a reimbursement process, no Stadium rental fee for the Super Bowl, and no Convention Center rental fee for Host Committee’s use for NFL On Location and an accreditation center. Although no Senior or Youth Program Fee was to be collected through ticket sales, the Super Bowl Host Committee agreed to make efforts to ensure grant funds were awarded to youth organizations in the City or alternatively to make a $25,000 donation to the City to use in accordance with Senior and Youth Program Fee, among other things.
Additionally, the Stadium Authority and NFL entered into a Super Bowl L Stadium License Memorandum of Understanding (MOU) (Attachment 2) that the Stadium would comply with all of the physical and other requirements set forth in the bid specifications relating to the Stadium and that a complete license agreement reflecting the terms outlined in the MOU, as well as other terms and conditions set forth in the bid relating to the Stadium, should the Stadium be selected to host Super Bowl 50.
SBLX League Event Agreement Negotiations Overview
In 2018, the Super Bowl bidding process transitioned from a competitive approach to a more streamlined method. Now, the NFL identifies a city/team to host the event and presents the terms for hosting. The current process is very different than the one the City and Stadium Authority participated in with the development of the Super Bowl 50 bid, through their respective commitments of governmental services and use of the stadium for the Super Bowl.
In mid-2022, the Bay Area Host Committee was reactivated, and a formal bid to host SBLX was developed in late 2022, highlighting Levi’s® Stadium’s modern amenities, the success of Super Bowl 50, and Santa Clara’s readiness. The proposal was submitted in early 2023, followed by NFL site visits and stakeholder meetings. On May 22, 2023, during the NFL Spring League Meeting, the NFL and team owners officially awarded SBLX to the Forty Niners and Levi’s® Stadium.
Article 21 of the Stadium Lease between the Stadium Authority and StadCo, grants StadCo the right to use Levi’s® Stadium for the Super Bowl in accordance with the terms of a negotiated “League Event Agreement.” Under this Article, such agreement can modify the terms of the Stadium Lease and include one or more “third parties, such as an event host committee” to be responsible for certain event costs and expenses, including public safety costs.
On March 5, 2024, the City Council and Stadium Authority Board adopted the following Super Bowl LX Guiding Principles:
1. Professionally oversee the Super Bowl LX in a manner that positively highlights the City of Santa Clara and celebrates the rich diversity of Santa Clara’s neighborhoods.
2. Attain reimbursement of all event costs, including public safety (pre- and post-event costs).
3. Ensure direct benefits to the Santa Clara community and Santa Clara businesses.
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4. Plan and provide for communication and engagement with residential neighborhoods adjacent to Levi’s Stadium and other venues that will be utilized for large events.
5. Ensure specific benefits to and involvement of Santa Clara youth and adult football programs.
6. Seek revenue generating utilization of the Santa Clara Convention Center and other event and recreation spaces (including college and school facilities) in the City of Santa Clara without any impact to the General Fund.
7. Seek mitigation of City and Stadium Authority financial risks and liabilities.
8. Engage in transparent communication on pre-planning efforts, with periodic progress reports to the City Council, including reports published on the City’s website to promote engagement and awareness for residential neighborhoods adjacent to the Stadium and the City as a whole.
9. Pledge that the Santa Clara City Council, Stadium Authority Board, and City staff will follow the law, act ethically and transparently with the expectation that other parties do the same.
In 2024, consistent with these principles, the City and Stadium Authority began preliminary negotiations with the BAHC and the Forty Niners on the terms for a League Event Agreement.
Concurrently, essentially the same parties were negotiating terms for the FIFA World Cup 2026 Assignment and Assumption Agreement (FIFA Agreement). Given the nature and complexity of the FIFA Agreement, the FIFA negotiations took priority. Ultimately, the desired terms were negotiated.
These included (1) the full assignment of all obligations under the World Cup Stadium Agreement with FIFA to BAHC, including a formal release by FIFA of the Stadium Authority and the City from any such obligations, (2) BAHC’s commitment to reimburse the City for all event-related public safety, transportation and emergency services costs, (3) BAHC’s obligation to pay for all required Stadium Improvements (estimated at up to $25 million), (4) BAHC’s obligation to obtain third party approvals and buy outs required (with the exception of Stadium Authority’s obligations under its Naming Rights Agreement with Levi’s to provide a suite and tickets to the six FWC26 matches), and (5) a Guaranty by TeamCo of substantially all BAHC’s financial obligations. On February 11, 2025, consistent with these terms, the Council and Board approved the final FIFA Agreement and a Guaranty of Certain 2026 FIFA World Cup Obligations. Since then, staff’s attention has been focused on completing negotiation of remaining terms for SBLX with the goal of bringing forth a proposed League Event Agreement for City Council and Stadium Authority Board action.
Reimbursement of Incurred SBLX Costs
Pending finalization of negotiations on the terms for a League Event Agreement, in order to reimburse the City for certain expenses incurred in connection with event training and planning services, the City and BAHC have entered into several funding and reimbursement agreements.
The City and BAHC executed an Interim Funding Agreement for SBLX Planning and Preparation Activities (Attachment 3) that provided for a maximum reimbursement amount of $150,000, effective as of January 1, 2025 and through May 31, 2025. Subsequent amendments extended the term (now through August 31, 2025 or execution of League Event Agreement, whichever is earlier) and increased the maximum reimbursement amount to $250,000 (Attachment 3). Staff is working on an amendment to the Interim Funding Agreement to further extend the term through September 30, 2025 or execution of League Event Agreement, whichever is earlier.
At the time of writing this report, BAHC has already reimbursed the City $135,151 under the terms of this Interim Funding Agreement for the City’s police, fire, emergency management, and public works staffing costs associated with the planning, coordination, and preparation for SBLX. Staff is in the process of preparing a $37,625 invoice, which has not been submitted to BAHC yet for City of Santa Clara Printed on 8/22/2025Page 5 of 17
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reimbursement, as it is currently in the final stages of internal review. Additionally, BAHC has reimbursed the City for event planning costs in the amount of $61,000 incurred by the City from July 1, 2024 through December 31, 2024 through a Reimbursement Agreement for Super Bowl LX Pre- Agreement Expenses (Attachment 4). Furthermore, BAHC has reimbursed the City for costs related to the NFL’s VPSO Program attended by Santa Clara Police Department and Santa Clara Fire Department personnel for Super Bowl 58 and Super Bowl 59 in the respective amounts of $14,156 and $100,000 through Reimbursement Agreements (Attachments 5 and 6).
Listed below is a table of the SBLX planning reimbursement agreements described above, including agreement term/reimbursement period, and the maximum reimbursement and reimbursed amounts per agreement.
Agreement Agreement Term /
Reimbursement Period
Reimbursement
Reimbursement Agreement
for Super Bowl 58 VPSO
Program
February 26, 2024 - Until
services have been fully
performed and paid for
$15,000 maximum
$14,155.57 invoiced and
received.
Reimbursement Agreement
for Super Bowl 59 VPSO
Program
February 13, 2025 - Until
services have been fully
performed and paid for
$100,000 maximum
$100,000 invoiced and
received
Reimbursement Agreement
for SBLX Pre-Agreement
Expenses
July 1, 2024 - December 31,
2024
$61,000.24 maximum
$61,000.24 invoiced and
received
Interim Funding Agreement
for SBLX Planning and
Preparation
January 1, 2025 - May 31,
2025
$150,000 maximum
$135,151.05 invoiced and
reimbursed
Interim Funding Agreement
for SBLX Planning and
Preparation - First
Amendment
January 1, 2025 - July 30,
2025 or execution of League
Event Agreement, whichever
is earlier
See above
Interim Funding Agreement
for SBLX Planning and
Preparation - Second
Amendment
January 1, 2025 - August
31, 2025 or execution of
League Event Agreement,
whichever is earlier
$250,000 maximum
(increased by $100,000)
$37,625.12 invoice pending
internal review
In June 2024, the City reclassified general staff time into specific SBLX activities covering the period from May 23, 2023 (the date of Council/Board approval of FWC26 Guiding Principles) through June 30, 2024 (the date before the Pre-Agreement Expenses Reimbursement Agreement term began).
This reclassification ensured compliance with Measure J, which prohibits the use of City funds for stadium operations, and provided a clear process of tracking costs for reimbursement. At the same time, the City updated its City Manager’s Directive (CMD 136) to provide additional guidance on staff timekeeping responsibilities, distinguish direct Stadium event costs from administrative time, and standardize reporting across departments.
During this period, staff whose time was not allocated in the Stadium Authority budget logged about 485 hours, valued at $124,086, for preliminary activities and meetings following the announcement City of Santa Clara Printed on 8/22/2025Page 6 of 17
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that Santa Clara was selected as the location for SBLX. These costs, which spread across Community Development, Police, and Office of Emergency Management, covered early planning meetings, research into operational impacts, as well as a review of Super Bowl 50 documents and costs. The proposed League Event Agreement outlines a process to cover these pre-agreement costs through government funding if there is a surplus after BAHC’s obligations are met. If not, the $124,086 will be allocated to the Stadium Authority, consistent with prior practice for major Levi’s Stadium events such as Super Bowl 50 and the 2019 College Football Playoff. Of note, these are the same terms that the Council/Board approved in the FIFA Agreement for all pre-agreement costs.
Community Outreach and Engagement
In alignment with SBLX Guiding Principle #8 and the counterpart Guiding Principle for FWC26 Events, providing for community engagement and transparency, staff has been providing regular updates to the Council, Board, and community on the City and Stadium Authority’s planning efforts for the 2026 major events. Those presentations occurred on the following dates: September 26, 2023, March 5, 2024, August 27, 2024, December 10, 2024, February 11, 2025, and March 25, 2025.
These major event updates are also posted on the City’s website in two locations: (1) the City’s agenda report portal, Legistar, and (2) the City’s dedicated webpage for SBLX and FWC26. The updates covered various topics including: the City’s negotiation efforts, public safety planning, emergency management planning, coordination with key partners, participation in NFL programs like the Visiting Public Safety Officer (VPSO) Program and Future Host Cities Programs, the City’s community engagement and economic development efforts including the Bloomberg Harvard City Leadership Initiative, a City Asset Marketing Program to leverage City assets for advertising and marketing opportunities, Discover Santa Clara’s planning efforts, Santa Clara Convention Center preparations, City/Stadium Authority’s tracking of incurred expenses, and BAHC’s reimbursement of costs, among other things.
Recognizing that not all Santa Clara residents will choose or be able to attend SBLX or FWC26 in person, and with NFL or FIFA-hosted events taking place in other neighboring cities, the City has convened an Ad-Hoc Economic Development and Marketing Committee (committee) to facilitate community engagement for SBLX and FWC26, through community events and initiatives.
The committee started meetings in April 2025, with participation from community partners and stakeholders. The committee conducted workshops to provide input on development of slogan for community engagement for 2026 as well input on the types(s) of events for community engagement surrounding the major 2026 events. The committee will be presented staff’s recommended slogan, final list of proposed City sponsored events, and development of a final calendar for citywide events for 2026. The committee will continue to assist with community engagement efforts, aiding in event coordination and collaboration on the upcoming events. The committee will also support the ongoing promotion/marketing of the events in the community.
DISCUSSION
Since the announcement of Levi’s® Stadium as the NFL’s designated venue for SBLX, City/Stadium Authority staff has been engaged in evaluating the proper framework and terms for Stadium Authority and City’s involvement with the event. This included review and analysis of the City’s previous SB50 Governmental Services Agreement, lessons learned from implementing the terms of that agreement, attendance at and evaluation of support services and requirements for the hosting of Super Bowl LVIII (in Las Vegas) and Super Bowl LIX (in New Orleans), and other considerations. City/Stadium City of Santa Clara Printed on 8/22/2025Page 7 of 17
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Authority staff also evaluated the various terms of the Stadium Lease that govern Super Bowl hosting at Levi’s® Stadium, in particular Article 21, which contemplates the negotiation of a “League Event Agreement” to allocate costs and duties between, the Stadium Authority, City and the Forty Niners, and the inclusion of one or more “third parties, such as an event host committee” to be responsible for certain event costs and expenses. This evaluation process included staff development of the Super Bowl LX Guiding Principles, outlined above, patterned after the FIFA World Cup 2026 Guiding Principles, to provide a framework for League Event Agreement negotiations.
Since the fall of 2024, a substantial amount of time has been dedicated to developing and negotiating appropriate terms for a League Event Agreement between the City, Stadium Authority, BAHC, StadCo, and ManCo. The resulting agreement, at its core, affirms that the City will be the lead local agency in providing security at and around the Stadium for the SBLX game and related events, with assurances that the City will be reimbursed for its costs.
Very similar to the terms developed for the FIFA Agreement, the risks to the City are addressed through several robust mechanisms. These include (a) the implementation of a detailed and transparent reimbursement process for BAHC to pay the City for its “Qualified Event Expenses,” ensuring that the City is compensated fairly, and in a timely manner for the full range of “Super Bowl Services” that the City will be providing the event; and (b) a clear and efficient dispute resolution framework to handle any disagreements that may arise with respect to such expenses.
To further protect the City’s financial interests, the agreement also requires an “Advance Payment” of fifty percent (50%) of projected actual event expenses before invoices are submitted. Additionally, the League Event Agreement also provides that StadCo is responsible for any failure by the BAHC to reimburse City’s “Qualified Event Expenses”. This financial backstop ensures that if BAHC is unable to meet its reimbursement obligations for the benefit of the City, StadCo will be legally required to cover any shortfall. As the tenant under the Stadium Lease and the entity already responsible for the reimbursement of City public safety costs for general NFL Games and Events, StadCo is the appropriate entity to undertake this obligation. Collectively, these measures balance the potential risks and benefits, ensuring that the City and Stadium Authority are adequately safeguarded while supporting the successful execution of the event.
These terms, and others, have now been substantially negotiated among the parties and memorialized in the current draft League Event Agreement (Attachment 7). Note: While substantially negotiated, the attached draft of the League Event Agreement is currently under final review by all parties and may be subject to revisions before it is completely finalized. Any substantive changes that come out of this process will be highlighted when the agreement is brought back for final Council/Board consideration and approval.
Key Terms in the League Event Agreement
The following is a summary of the key terms in the draft League Event Agreement.
1. League Event Agreement Implements and Modifies the Stadium Lease [Agreement Section 1]
As contemplated by Article 21 in the Stadium Lease, the League Event Agreement acts to implement and modify the Stadium Lease. This is meaningful in a number of ways, including:
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above which the Stadium Authority would need to contribute (Sections 7.5.2 and 7.5.3 of the Stadium Lease); and (b) the negotiated terms for SBLX call for any amounts paid to the City towards the Senior and Youth Program Fee to not be subject to the cap on such fees (Section
12.2 of the Stadium Lease). The remaining provisions of the Stadium Lease not modified by or inconsistent with the League Event Agreement remain in effect. [Section 1]
2. Subject to Reimbursement, City Shall Provide Necessary Local Public Safety, Transportation Management, Emergency Medical Response and Related Event Services (“Super Bowl Services”) in Accordance with City Approved “Super Bowl Services Master Plan” and “Public Safety Plan” [Agreement Sections 2.1 and 2.2]
a. “Super Bowl Activities” include the SBLX game and designated Super Bowl related events taking place in and within the security perimeter of the Stadium before, during and after the game. Upon mutual agreement of the parties, Super Bowl Activities may be expanded to include events and activities that require public security services, such as in and around hotels and other facilities within the City used by the NFL teams, friends and family and NFL officials/contractors, and other Super Bowl related activities in the City initiated or requested by BAHC on behalf of the NFL occurring outside the security perimeter of the Stadium. [Section 2.1.1]
b. “Super Bowl Services” include what’s typically involved in support of any NFL event at the Stadium (e.g., planning and event day public safety, transportation management, emergency medical response, logistics support services, along with certain required materials and equipment), but expanded to meet the unique demands and requirements of the Super Bowl. Service components include “Event Planning and Training Services,” “Actual Event Services,” “Required Equipment Costs,” and “Miscellaneous and Unanticipated Expenses.” [Sections 2.1.2, 3.4.6, 3.4.7 and Exhibit A]
c. City will prepare, in regular consultation with BAHC, ManCo, and StadCo, plans for the City’s provision of Super Bowl Services, collectively, the “Super Bowl Services Master Plan.” As a component of the Master Plan, City will also produce a SBLX Public Safety Plan. City shall solicit input from all stakeholders in the preparation of such plan, including other involved law enforcement agencies and the NFL. Ultimately, City (SCPD) will have final approval over the Master Plan and the Public Safety Plan; and City will be the local lead agency responsible for Plan implementation. [Sections 2.2.1 and 2.2.2]
These terms align with SBLX Guiding Principles #2 and #7 which respectively cover reimbursement of event costs and mitigation of City and Stadium Authority financial risks/liabilities.
3. BAHC Responsibility to Reimburse City for all “Qualified Event Expenses” [Agreement Sections 2.3, 3.2 through 3.4, and 3.6]
a. BAHC is responsible for reimbursing City for all “actual and reasonable costs” incurred City of Santa Clara Printed on 8/22/2025Page 9 of 17
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by City in connection with City’s provision of Super Bowl Services (“Qualified Event Expenses”). Note: “actual and reasonable” costs is the same standard for reimbursement currently provided under the Stadium Lease for NFL Games.
Reimbursable categories of “Qualified Event Expenses” include: “Event Planning and Training Expenses,” “Actual Event Expenses,” reasonable costs related to “Required Event Equipment,” and “Miscellaneous or Unexpected Expenses.” [Sections 3.2, 3.3,
3.4, and Exhibit A]
b. The City is responsible for preparing a “Preliminary Cost Estimate” for its projected necessary Super Bowl Support Services. Event Planning and Training Expenses are currently estimated at $796,976; Required Event Equipment Costs are estimated at $478,921; and Actual Event Expenses are estimated to be $5,027,015, for a total of $6,302,912. Note: These figures are currently being updated and finalized. [Exhibit B] c. ”Updated Cost Estimates” are required on or about November 15, 2025 and January 15, 2026, or more frequently if either party learns of a “material” new cost factor. [Agreement Section 2.3.2]
d. BAHC’s ultimate reimbursement obligation is to pay whatever actual and reasonable “Qualified Event Expenses” are incurred and invoiced, even if such amount is above the final “Updated Cost Estimate.” [Section 3.2]
These terms align with SBLX Guiding Principles #2 and #7 which respectively cover reimbursement of event costs and mitigation of City and Stadium Authority financial risks/liabilities.
4. Invoicing and Reimbursement Process for Pre-Event Expenses [Agreement Section 3.3]
a. In general, Event Planning and Training expenses are to be billed monthly using processes and forms similar to what parties have used under the Interim Funding Agreement. [Section 3.3]
b. BAHC may request additional information or reasonably dispute requested reimbursement items. [Sections 3.3.2, 3.3.3, and 3.3.5] c. After review and approval, BAHC will pay all undisputed items and set aside disputed amounts; if disputed amounts balance exceeds $50,000, such amounts to be deposited into a Dispute Escrow Account. [Section 3.3.4]
d. Parties will meet and confer to resolve disputes; if disputed amounts exceed $200,000, either party can trigger expedited Dispute Resolution through binding mediation. [Section 3.3.4 and 3.5]
These terms align with SBLX Guiding Principles #2 and #7 which respectively cover reimbursement of event costs and mitigation of City and Stadium Authority financial risks/liabilities.
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5. Invoicing and Reimbursement Process of Actual Event Expenses [Agreement Sections 3.4 and 3.5]
a. To assure payment of “Actual Event Expenses,” BAHC agrees to make an “Advance Payment” to the City on or before 45 days prior to the SBLX game (December 25, 2025), 50% of the then estimated Actual Event Expenses. (Based on current cost estimates this payment would be approximately $2,513,500). [Section 3.4.1] b. City’s target date for its invoice for Actual Event Expenses is April 1, 2026. The target date for City’s “clean up” invoice, including unbilled third-party costs, is May 1, 2026. [Section 3.4.2]
c. BAHC reserves the right to request additional information and reasonably dispute requested reimbursements, with parties meeting and conferring to resolve disputes, and deposits of any disputed amounts into the “Dispute Escrow Account.” [Sections
3.4.3 - 3.4.5]
d. If parties are unable to resolve any dispute(s) over amounts owed, the matter(s) will be decided through binding arbitration. [Section 3.5.3]
e. Subject to offset for Advance Payments amounts already paid, and any disputed amounts submitted to arbitration, BAHC shall pay all remaining amounts owed within sixty (60) days of City’s final “Completed Payment Request.” [Section 3.4.5] These terms align with SBLX Guiding Principles #2 and #7 which respectively cover reimbursement of event costs and mitigation of City and Stadium Authority financial risks/liabilities.
6. Special Rules for Equipment and Miscellaneous Expenses [Agreement Sections 3.4.6 and 3.4.7]
a. The cost of additional equipment required for SBLX will also be reimbursed by BAHC. [Section 3.4.6 and Exhibit B]
b. If equipment is to be purchased and used for Super Bowl Activities only, BAHC prior approval is required; if it is to be retained by City for future use, it will be leased to BAHC at reasonable rates; if it is not to be retained, at its option, BAHC shall be entitled to retain the equipment itself (subject to applicable laws), or receive its salvage/sale proceeds. [Section 3.4.6.c and d]
c. If equipment can be leased instead of purchased this is preferred; third party lease costs will be passed through to BAHC as a Qualified Event Expense. [Section 3.4.6.d] d. Whenever practical, in order to reduce costs and achieve economies of scale, City shall coordinate and combine its procurement of equipment with its procurement of City of Santa Clara Printed on 8/22/2025Page 11 of 17
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“Required Event Equipment” under the terms of the FIFA Agreement. City will allocate and invoice all “Qualified Event Expenses” incurred in connection with such coordinated procurement efforts as “World Cup Support Services” or “Super Bowl Support Services” based on the extent to which such equipment is projected to be deployed for such events. [Section 3.4.6.e]
e. Miscellaneous or unanticipated costs to discussed and reasonably agreed to by the parties. [Section 3.4.7].
f. Equipment costs and approved miscellaneous costs to be submitted for reimbursement with the next scheduled Payment Request. [Section 2.3.4.c and 3.4.7] These terms align with SBLX Guiding Principle #2 which covers reimbursement of event costs.
7. StadCo Responsible for Any Qualified Event Expense Shortfall; Qualified Event Expenses Paid Not to be Treated as “Public Safety Costs” for Purposes of the Stadium Lease
[Agreement Section 6.1]
a. If BAHC fails to fulfill its obligation to fully reimburse City for City’s Qualified Event Expenses (a “Qualified Event Expense Shortfall”), StadCo shall reimburse City the entire amount of the Qualified Event Expense Shortfall. [Section 6.1] b. In no event shall any Qualified Event Expense amounts paid by BAHC or StadCo under the terms of the League Event Agreement, including any Qualified Event Expense Shortfall, count or be treated as “Credited Public Safety Costs” under the terms of the Stadium Lease between Stadium Authority and StadCo, and the Parties acknowledge and agree that the Super Bowl Game shall not be included in the calculation of the Public Safety Costs Threshold for the 2025-2026 Lease Year. [Section 6.1] These terms align with SBLX Guiding Principles #2 and #7 which respectively cover reimbursement of event costs and mitigation of City and Stadium Authority financial risks/liabilities.
8. Cooperation on Federal and State Funding
[Agreement Section 6.12]
a. The Parties agree to cooperate to obtain private and public sources of funding to help offset Qualified Event Expenses, ideally with earmarks for that purpose. [Section
6.12.a]
b. If “New Government Funding” is actually paid to City for Qualified Event Expenses, BAHC’s obligations will be offset by the amount received by City. If funding is committed, but not yet received, parties to meet and confer to see if any corresponding BAHC obligations may be offset pending the actual receipt of funding, subject to final, reasonable City approval. BAHC will remain ultimately responsible if government funding is not ultimately received. [Section 6.12.b]
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These terms align with SBLX Guiding Principle #7 which covers mitigation of City and Stadium Authority financial risks and liabilities.
9. Stadium Capital Improvements
[Agreement Section 4]
a. Although no capital improvements are currently expected to be required in connection with SBLX, any Stadium Capital Improvements that are required shall by overseen and implemented by ManCo (“Super Bowl Improvements). All proposed Super Bowl Improvements outside the Tenant Exclusive Areas, where required under the existing Stadium agreements, must first be approved by Stadium Authority. [Section 4.1] b. Any Super Bowl Improvements shall not be treated as capital improvements requiring funding by Stadium Authority under the Stadium Lease. BAHC and StadCo are jointly liable for funding and lien-free completion of any such improvements. [Section 4.2] These terms align with SBLX Guiding Principle #7 which covers mitigation of City and Stadium Authority financial risks and liabilities.
10.Permitting and Additional Agreements
[Agreement Sections 5, 6, and 9]
a. Permitting. City to work in good faith to expedite permit processing; BAHC to pay all customary processing and permit fees. [Section 5]
b. NFL Stadium Access. StadCo may enter into a license agreement with the NFL (and with BAHC as appropriate) to grant access to the Stadium for purposes of hosting SBLX. Should BAHC, or other third-party access to the Stadium be needed in connection with SBLX for tours, preliminary site inspection visits, planning meetings, or other related purposes, during the Non-NFL Event season/period, and such access should mitigate any negative impacts on the planning or execution of ticketed and non- ticketed Non-NFL Events in accordance with the Stadium Lease. [Section 6.2] c. Convention Center Use. Use of the City’s Convention Center for Super Bowl Activities shall be provided on the following terms:
(1) Use Term shall be from January 17, 2026 through February 13, 2026, with certain designated facilities retained for City use/rental from January 17, 2026 to January 26, 2026.
(2) Facility Rent shall be $650,000, subject to offset by Rent Credits as follows: a 20% “Major Event Credit” equal to $130,000; a $200,000 “Business Development Funds Credit” (pending approval of funding by the Silicon Valley/Santa Clara Destination Marketing Organization Board of Directors); and a “Performance Rent Offset” of not to exceed $320,000 based on actual expenditures from events held on Food and Beverage, Audio Visual and Information Technology Services (40% of expenditures up to $500,000 and 30% of expenditures between $500,000 and $900,000).
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(3) A security deposit of $320,000 shall be paid in two installments of $160,000, on November 1, 2025 and January 1, 2026.
(4) If the Convention Center is not used during the Use Term, or the booking is cancelled, there shall be a cancellation fee due and payable from BAHC in the full amount of Facility Rent ($650,000).
These terms are consistent with the Convention Center’s standard practice of offering rent credits for bookings with a significant economic impact and revenue associated with food, beverage, and other expenses billed by the Convention Center. The proposed rental, deposit, and cancellation fee provisions also improve upon the City’s SB50 Governmental Services Agreement, which waived all Convention Center rental fees for the Host Committee’s use of NFL On Location and the accreditation center.
d. Access to Other City Facilities/Youth Sports Park (YSP). If either the NFL or BAHC needs access to any facilities under the control of the City or the Authority other than the Stadium, including the YSP (which the Parties anticipate will be within the security perimeter for the Game and Designated Events), they must secure the necessary right of entry permits and/or licenses from the City or the Stadium Authority where applicable, on reasonable terms to be negotiated. [Section 6.3] The City is engaged in separate negotiations with the NFL concerning the potential use of the YSP and the remaining City-controlled portions of the former Yellow Lots, including the tennis courts during the event period. Such negotiations are independent of, and shall have no bearing on the League Event Agreement. Consideration will be given to the interests of existing users, and appropriate mitigation measures or benefits will be addressed as part of any resulting agreement. Any such use agreement will be presented to the City Council at a later date.
e. Senior and Youth Fee. StadCo shall pay to the City the Santa Clara Senior and Youth Program Fee on each SBLX ticket in the amount specified in Section 12.2 of the Stadium Lease; however, such amounts shall not be counted towards any cap on such fees provided in Section 12.2. If the NFL will not permit the inclusion of the Santa Clara Senior and Youth Program Fee in its tickets for the Game (as is expected), StadCo agrees to provide a donation to the City, within 60 days of the Game, for use by the City for Senior and Youth Program purposes, an amount equal to the amount of the Santa Clara Senior and Youth Program Fee that would have been collected had they been allowed. [Section 6.6]
f. Conflicts of Interest. In implementing its obligations under the Agreement, ManCo is obligated to comply with all standards under the Management Agreement. [Section
6.13.1] BAHC will also not include Forty Niners officials in the consideration and approval of this League Event Agreement. Given that this is an NFL Event, this restriction will not apply to fundraising efforts or with respect to BAHC’s obligations to the NFL or the implementation of the League Event Agreement as StadCo will be materially involved. [Section6.13.2] All parties shall comply with applicable federal, state and local laws, including conflict of interest laws, in connection with the League City of Santa Clara Printed on 8/22/2025Page 14 of 17
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Event Agreement and the implementation of the event. [Section 6.13.3] g. No City Waiver of Local Taxes or Fees. City has not agreed to any waiver of local taxes or fees in connection with the Super Bowl events and is not responsible for reimbursing for any such taxes or fees. [Sections 6.11 and 9.3] h. Marketing and Promotion of City. BAHC and Discover Santa Clara, Santa Clara’s Destination Marketing Organization (DMO) will use commercially reasonable efforts to coordinate and collaborate with the City to jointly promote and market City businesses, events, and facilities in association with SBLX in accordance with a separate, pending agreement between BAHC and DMO. Upon request from the City, BAHC shall endeavor in good faith to arrange for support from Bay Area professional sports teams (for example, professional athlete and/or team mascot guest appearances) at City sponsored events (including but not limited to the October 4, 2025, Santa Clara Parade of Champions) (“City Sponsored Event Support”). BAHC cannot guarantee City Sponsored Event Support, and neither BAHC nor any professional sports team, shall be required to incur any out-of-pocket costs in connection with solicitation or provision of City Sponsored Event Support. [Section 6.7] i. Joint Marketing of City Assets. BAHC and StadCo agree to cooperate with City in the marketing of any City assets to NFL or their commercial partners. City’s marketing shall be subject to the terms of any existing agreements binding on the City that limit such activities (e.g., the Ground Lease and the Parking Rights agreements), and applicable provisions of any adopted Special Event Zone, below. [Section 6.8] j. Special Event Zone. City staff agrees to prepare and present to the City Council for its consideration, within the limits of appliable state and federal law, a “Special Event Zone” ordinance designed to protect the public health, safety and welfare, and enhance local aesthetics by temporarily regulating or restricting certain advertising and commercial activities within the vicinity of the Stadium leading up to and during the Super Bowl event. The ordinance is also intended to address NFL concerns and standards for such activities. The BAHC shall be responsible for reimbursing City all staff and related costs in preparing the ordinance and shall defend the City from any legal challenges. The City Council will retain discretion to approve or disapprove the proposed ordinance in its sole discretion. The parties are still negotiating terms for what happens if the Council elects not to approve the ordinance, as this is considered an integral part of the successful staging of the event at the Stadium. Note: The City approved a similar ordinance back in October of 2015 as part of its hosting of Super Bowl 50. [Section 6.9]
k. Point of Sale Designations. BAHC and StadCo shall cooperate with City to have the City of Santa Clara designated as the “point of sale” for transactions that could generate local sales and use taxes related to Super Bowl Activities. [Section 6.10] These terms align with SBLX Guiding Principles #1, #2, #3, #5, #6 and #7 which respectively cover promotion and celebration of the City, reimbursement of event costs, direct benefits to the Santa Clara community/businesses, benefits to Santa Clara football programs, revenue from use of Santa Clara Convention Center and other City facilities without General Fund impacts, and City of Santa Clara Printed on 8/22/2025Page 15 of 17
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mitigation of City and Stadium Authority financial risks/liabilities.
11.Legal Provisions.
[Agreement Sections 7 and 8]
a. Indemnities. ManCo/StadCo and BAHC to defend, protect, defend and hold City and Stadium Authority harmless in connection with their respective performance of services and undertaking of obligations for the Super Bowl Activities, excluding liabilities ultimately determined to have arisen as a result of the negligence or willful misconduct of City or Stadium Authority. [Sections 7.1.1 and 7.1.2] b. Insurance. Stadium Authority and StadCo to maintain “Standard Event Insurance” per existing NFL Event standards throughout term of the agreement and during the Super Bowl Activities, as set forth in the Stadium Lease and paid for in accordance to the Stadium Lease; however, subject to their reasonable approval, BAHC shall bear the cost of any additional costs for “Specialty Insurance” reasonably required by City/Stadium Authority or the NFL as result of enhanced risks presented by Super Bowl Activities. [Sections 7.2.1 and 7.2.2]
c. Late Payments. Interest will accrue on late payments owed to City/Stadium Authority but not paid (“Delinquent Amounts”) at the rate of 1.25% per month (15% per year) until paid. Disputed amounts not paid shall not be treated as “Delinquent” but, if determined ultimately to be owed, shall themselves accrue interest at the rate of .25% per month (3% per year) from the date originally due. [Section 8.1] d. Remedies/Dispute Resolution. Parties are entitled to specific performance and monetary damages, but not consequential damages, as remedies for another party’s noticed but uncured default. Unresolved disputes over “Disputed Amounts” are to be submitted to binding arbitration. [Section 8.3]
These terms align with SBLX Guiding Principle #7 which covers mitigation of City and Stadium Authority financial risks and liabilities.
Next Steps
Staff will formally present the information included in this report and respond to questions from the City Council, Stadium Authority Board, and community. Subject to City Council/Stadium Authority Board direction, final action on the proposed League Event Agreement will then be agendized for the September 16, 2025 City Council and Stadium Authority Board meeting.
ENVIRONMENTAL REVIEW
The City Council certified the 49ers Santa Clara Stadium Project Environmental Impact Report (EIR) on December 8, 2009. The EIR analyzed the environmental impacts of both the stadium construction and regular operations of large-scale events, including as many as 20 annual major games (by assuming, as a worst case, that two teams would occupy the stadium each year), and expressly including the Super Bowl. Pursuant to CEQA Guidelines section 15162(c), a lead agency cannot reopen environmental review of subsequent actions that fall within the scope of a previously certified EIR.
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FISCAL IMPACT
The financial impact of the League Event Agreement is included in the Discussion section above. In summary, these include Qualified Event Expenses, which are actual and reasonable costs incurred by City necessary to support Super Bowl Services. Categories of expenses include “Event Planning and Training Expenses,” “Actual Event Expenses,” reasonable costs related to “Required Event Equipment,” and “Miscellaneous or Unexpected Expenses.” The League Event Agreement requires BAHC to reimburse the City for Qualified Event Expenses and StadCo to take responsibility of any Qualified Event Expense Shortfalls in the event that BAHC fails to fully reimburse. The League Event Agreement ensures compliance with Measure J.
COORDINATION
This report was coordinated between the Offices of the City Manager/Executive Director and City Attorney/Stadium Authority Counsel.
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].
RECOMMENDATION
Direct staff to bring forth the proposed League Event Agreement on the terms presented for Council and Board action at the September 16, 2025 meeting.
Reviewed by: Chuck Baker, Assistant City Manager/Assistant Executive Director Approved by: Jovan D. Grogan, City Manager/Executive Director
ATTACHMENTS
1. Super Bowl L and LI Governmental Services Agreement
2. Super Bowl L Stadium License Memorandum of Understanding
3. Interim Funding Agreement for Super Bowl LX Planning and Preparation Activities and Related Amendments
4. Reimbursement Agreement for Super Bowl LX Pre-Agreement Expenses
5. Reimbursement Agreement for NFL’s Visiting Public Safety Officer (VPSO) Program - Super Bowl 58
6. Reimbursement Agreement for NFL’s Visiting Public Safety Officer (VPSO) Program - Super Bowl 59
7. Proposed League Event Agreement (Draft)
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SUPER BOWL LAND LI GOVERNMENTAL SERVICES AGREEMENT
This Super Bowl Land LI Governmental Services Agreement ("Agreement") is made and entered into as of the I q-lil day of ..Mucl,_, 2013, by and among the City of Santa Clara, a chartered California municipal corporation ("City"), the Santa Clara Stadium Authority, a joint exercise of powers entity, created t!U"ough Government Code Section 6500 et seq., ("SCSA"), the Forty Niners SC Stadium, LLC, a Delaware limited liability company ("StadCo"), and SF SB Committee, Inc., a California nonprofit mutual benefit corporation ("Host Committee").
RECITALS
A. The National Football League, an unincorporated, not-for-profit association (the "N}'L") owns, produces and controls its annual professional football championship game known as the Super Bowl and all rights relating thereto on an exclusive, worldwide basis.
B. The Host Committee, acting as the "Bid Commillee" is submitting bids (each a "Bid") to the NFL to host Super Bowl L and LI (each a "Super Bowl,,) and related activities with the expectation that a Super Bowl will be played at the Santa Clara Stadium (the "Stadium") and other Super Bowl events will occur in the city of Santa Clara. If awarded a Super Bowl, the Host Committee will become the actual host of the awarded Super Bowl, and is expected to raise sufficient funds lo pay all of its obligations in connection with the Super Bowl.
C. The Stadium is owned and operated by the SCSA. SCSA leases the property upon which the Stadium is constructed from the City pursuant to that certain Ground Lease dated March 28, 2012 by and between the City and the SCSA, (the "Ground Lease"). StadCo leases the Stadium from the SCSA for six months of the year pursuant to that certain Stadium Lease dated March 28, 2012 by and between the SCSA and StadCo (the "Stadium Lease"), and pursuant to the Stadium Lease is responsible for operating the Stadium for all ''NFL Events," as such term is defined in Section 4.2.2 of the Stadium Lease.
D. The City is supportive of the bid to host a Super Bowl and has within its jurisdiction facilities and premises, access roads, thoroughfares and other areas that may be used for the purpose of organizing, promoting, accommodating, staging and conducting a Super Bowl and its related events.
E. StadCo and its affiliated entities are also supportive of the bid to host a Super Bowl and have devoted and will continue to devote substantial resources to the effort to win the bid and, if avvarded, to accommodate, stage and conduct a Super Bowl.
F. The NFL requires d1at the City, as part of the bid package, provide assurances that certain govenunental services are provided for a Super Bowl at no cost to the NFL or the Teams participating in a Super Bowl. The City has adopted the required resolutions as l 524\02\1306440.3
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Resolutions No. 13-8009, 13-80 IO, 13 8011, 13-8012, 13-8013, 13-8014 ("Resolutions") in the form attached hereto as Exhibit A, and is prepared to provide the required services subject to the agreements regarding reimbursement provided_ for in this Agreement.
G. The City, the SCSA, StadCo and the Host Committee desire to enter into this Agreement to set forth certain rights and obligations of the parties with respect lo a Super Bowl.
NOW, THEREFORE, for and in consideration of the premises, undertakings and mutual covenants of the parties set forth herein and other good and valuable consideration, the receipt and sufficiency of\'vhich is hereby acknowledged, the parties agree as follows:
I. Super Bowl Services.
a. The parties anticipate that the City will schedule, provide and command on-duty and off-duty police officers, fire personnel, medical personnel, traffic management personnel, other public safety personnel and other personnel from the City and other jurisdictions (pursuant to agreements between such other jurisdictions and the City) to perform public safety, traffic management and other public services (such services, including any services agreed to pursuant to Section l .b., collectively referred to as "City Super Bowl Services") for certain components of a Super Bowl that are expected to take place in the City, including but not limited to the Super Bowl Game, the NFL Tailgate, NFL On Location and Media Day to be held in connection with the Super Bowl. b. Upon the award of the Super Bowl by the NFL to the Host Committee, and every three months thereafter until the conclusion of the Super Bowl, the Parties shall meet and confer in good faith to mutually agree upon the scope and terms of the City Super Bowl Services including: (i) the specific public safety services to be provided, including but not I imited to the training and deployment of police, fire and emergency medical services described in the Resolutions (the "Public Safety Services"); (ii) the other specific City Super Bowl Services agreed to be funded by the Host Committee that arc not Public Safety Services to be provided, including but not limited to traffic management, planning, building inspection, public right-of-way cleanup or otherwise described in the Resolutions (the "Other City Super Bowl Services"); and (iii) the actual costs expected to be reasonably incurred by the City for the provision of such Public Safety Services (the "Public Safety Services Costs") and Other City Super Bowl Services (the "Other City Super Bowl Services Costs" and, together with the Public Safoty Services Costs, the "City Super Bowl Services Costs"); and (iv) a fair and reasonable budget and cost allocation as between the City and the Host Committee with respect to costs related to planning for Public Safety Services (the meet and confer process described in this sentence shall be referred to herein as the "Services Agreement Process"). The City and the Host Committee recognize that the scope of the Public Safety Services to be provided will, at a minimum, be expected to meet any standards established by the NFL and federal law enforcement agencies. The parties hereby agree that the City shall not provide or undertake to provide any 1524\02\ 1306440.3
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2 Public Safety Services or Other City Super Bowl Services, and the City shall not incur any Public Safety Services Costs or Other City Super Bowl Services Costs, until the parties reach a mutual agreement on such items pursuant to the Services Agreement Process. Such mutual agreemcnt(s) shall be memorialized as amendment(s) to this Agreement.
c. In the event that the City and the Host Committee are unable to agree on either (i) the budget and cost allocation related to planning for Public Safety Services; or (ii) any significant matters relating to the scope of either the Public Safety Services or Other City Super Bowl Services, or the amount of City Super Bowl Services Costs, and either the City or the Host Committee concludes, after the City and the Host Commiltee have met at least three times on a particular issue, that discussions are no longer productive and the matter needs to be resolved to meet a reasonable schedule, then either party may cause the parties lo submit any such unresolved matters to a mutually agreed upon mediator to be identified al a later time. The City and the Host Committee agree to split the costs of any such mediation. The parties expect that the selected mediator would have experience and knowledge of public safety matters in the context of a large entertainment or sports event, but that such selected mediator would not have to be a current or former public official. Any such mediation shall be conducted expeditiously and in all events the parties shall use their best efforts to have such mediation resolved within sixty (60) days after the matter is submitted to mediation. The City shall not undertake or provide any City Super Bowl Services that are the subject of such mediation until the mediation is completed.
d. The City and the Host Committee may agree to use providers in addition to City personnel to the extent necessary based on City resources or, with respect to Other City Super Bowl Services, reasonably practicable in accordance with applicable Jaw and the City's employment and labor obligations. To the extent that Public Safety Services Costs or Other City Super Bowl Services Costs would be provided by third parties the Host Committee may obtain estimates of such costs from other jurisdictions or service providers or negotiate lower costs with outside providers used by the City, and the patties shall use their best efforts to agree to use the lowest cost provider that is reasonably available. The Host Committee I 52410211306440.3
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and the City will mutually agree on the terms of the agreements with any such outside providers. The Host Committee recognizes that the City is responsible for police and fire services within the City of Santa Clara and City will not relinquish its police powers within its jurisdiction. The Host Committee further recognizes that the City will be the lead local jurisdiction for Super Bowl events held in the City and any other local government entities (or persons employed by such entities) involved in the provision of Public Safety Services will be under the command of persons employed by the City for purposes of delivering Public Safety Services in cooperation with the NFL and federal Jaw enforcement agencies.
3 ..
'
e. The Host Committee shall be responsible, and reimburse the City, for all of the City's actual Public Safety Services Costs for Public Safety Services and Other City Super Bowl Services Costs for Other City Super Bowl Services agreed upon pursuant to the Services Agreement Process pursuant to paragraph Lb. herein and memorialized in an amendment hereto.
f. Upon award of the Super Bowl by the NFL to the Host Committee, the City can submit invoices to the Host Committee for agreed Pub I ic Safety Services and· agreed Other City Super Bowl Services for actual costs incurred by the City in connection with the actual performance of such services, including any deposits required to be paid by the City pursuant to any contracts entered into in accordance with agreed Public Safety Services and Other City Super Bowl Services (but subject to reimbursement to the Host Committee if any such deposits are refunded to the City under any such contract). Each invoice shall be detailed including a breakdown of services provided and hourly rates for the personnel providing such services. The Host Committee shall be responsible for paying each invoice within sixty (60) days of receipt. In addition, no fewer than 30 days prior to the day of a Super Bowl game, Host Committee shall advance to the City an amount equal to 50% of the agreed City Super Bowl Services Costs expected to be incurred on the day of the Super Bowl game (such amount the "Game Day Advance"). The Game Day Advance shall be counted as a credit toward any then outstanding or subsequently incurred amount owed by Host Committee to the City for City Super Bowl Services. In the event that the Host Committee and the City agree to use non-City providers for any City Super Bowl Services, the terms of payment of such providers shall be as set forth in the agreement for such providers.
g. If the Host Committee is awarded the Super Bowl, the Host Committee shall use its reasonable efforts to determine whether a letter of credit or other form of security acceptable to the Host Committee and the City is available on terms and conditions reasonably acceptable to the Host Committee to secure the aggregate amount of City Super Bowl Services costs agreed pursuant to Section 1.b. The Host Committee will provide updates to the City during the Services Agreement Process regarding the progress of its fundraising and the Host Committee budget.
As part of the Host Committee budget, Host Committee shall create a segregated Santa Clara Public Safety Services Cost line item. The methodology for allocating funds to such line item is to be agreed upon by the City and the Host Committee based on determination of the Public Safety Services Cost pursuant to the Services Agreement Process and the status of the Host Committee fundraising efforts.
h. The parties hereto agree that the Host Committee shall not be required to pay any rental fee or similar charge for the use, in connection with a Super Bowl, of the Stadium or of any parking facilities owned by the City and controlled either by the SCSA or StadCo for Stadium related events listed on Exhibit B. The parties expect that such facilities would be returned in like condition. Notwithstanding I 524\02\1306440.3
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the preceding sentence, the Host Committee shall not be responsible for any damage or Joss resulting from any casualty, terrorist acts, hurricanes, earthquakes, floods, acts of God, fires and other casualties, riots, insurrections or civil commotions, or any similar item, event or condition beyond the Host Committee's reasonable control, or any ordinary wear and tear (each of the foregoing a "Catastrophic Event"). However, the Host Committee shall contribute any proceeds received from any insurance policy for any facility described in this Paragraph l. h. that are paid to the Host Committee in connection with a Catastrophic Event to the owner or party responsible for the repair of any of such facility. The City will support the use of the Santa Clara Convention Center for NFL On Location and an accreditation center related to the Super Bowl at no cost to the Host Committee. The City further supports the remaining use of the Convention Center through a Reservation Agreement with the NFL and its affiliates.
2. Ticket Surcharges.
a. In compliance with the NFL's requirements, the City agrees that for purposes of a Super Bowl, StadCo and SCSA are excused from any and all obligations to collect or pay the City of Santa Clara Senior and Youth Program Fee, if applicable. Notwithstanding the preceding sentence, the Host Committee agrees that it will use reasonable efforts to ensure that a portion of any NFL Super Bowl Legacy Grants made by the NFL and funds raised by the Host Committee for purposes of making grants to non-profits are awarded to youth organizations meeting criteria established by the Host Committee operating in the City and pi·oviding services to City of Santa Clara youth, and shall use its reasonable efforts to ensure that appropriate organizations in the City are given equal consideration in terms of the amounts awarded as is given to other organizations throughout the San Francisco Bay Area. If for any reason, no NFL Super Bowl Legacy Grants are awarded to City of Santa Clara youth organizations, the Host Committee agrees that, if it retains any monies after satisfaction of all of its .financial obligations with respect to a Super Bowl, then Host Committee will make a donation of not less than $25,000 ( or the remaining amount of any monies, if less than $25,000) to the City to be used in accordance with the requirements for the Senior and Youth Program Fee.
b. SCSA and StadCo further agree that, for a Super Bowl, that StadCo is excused from any and all obligations to collect or pay the "NFL Ticket Surcharge" as that term defined in Section 12.1. l of the Stadium Lease.
3. Off Site Parking Permit Fee. Pursuant to Section 18.86.030 of the Santa Clara City Code, owners of property to be used for off-site parking for non-residential uses must apply for and pay an Off-Site Parking Permit Fee that is assessed on a per parking space per event basis. The purpose of the Off-Site Parking Permit Fee is to cover public safety and traffic management costs incurred by the City as a result of the use of parking spaces for events. The City costs intended to be paid for with the Off Site 1524\02\1306440.3
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5 Parking Permit fee are part of the costs included in City Super Bowl Services Costs to be paid for by the Ho s t Committee pursuant to the term s of this Agreement. In recognition of that fact, the City agrees to use reasonable effort s to adopt an ordinance exempting owners of off-site parking lots from the Off Site Pa rking Permit Fee for the Super Bowl and related events. StadCo and Host Committee recogniz e that adoption of such an ordinance is a discretionary action of the City Council and nothing herein waives that discretion. If, however, such an ordinance is not adopted , then the City and the Ho s t Committee agree to meet to discuss in good faith any accommodations that may be available in lieu of the exemption.
4. Tran sient Occupancy Tax. The NFL requires that -the NFL and it s affiliates be exempted from the payment of any tran sient occupancy taxes as sociated with hotel room s occupied by representatives of the NFL and it s affiliates, including the teams participating the Super Bmvl (the "Teams"). The City agrees to use reasonable efforts · to adopt an amendment to it s Transient Occupancy Tax to exempt employees of the NFL and it s affiliates named in Exhibit C hereto, including the Teams , from the payment of Tran sient Occupancy Tax. The Host Committee recognizes that the adoption of any such ordinance is subject to the discretionary approval of the City Council and that as with all ordinances, such an ordinance may be subject to referendum or challen ge. I( however, such an ordinance is not adopted, then the City and the Ho s t Committee agree to meet to discuss in good faith any accommodation s that may be available in lieu of the exemption.
5. Stadium License. NFL request s an agreement (a "Stadium MOU") signed by SCS I\ indicating an agreement concerning matters described in the Bid speci fications relatin g to the Stadium and other areas of SCSA' s authority , responsibility or control with respect to the Super Bowl. StadCo acknowledges that the SCSA will enter into the Stadium MOU and into the License contemplated therein. StadCo will cooperate with the SCSA to make StadCo 's leased space in the Stadium and Ancillary Sites (as defined in the Stadium MOU) , includin g parking areas, available under the Stadi um MOU and the License in acco rdance with the terms of the Stadium MOU and the License; provided that StadCo shall not be required to incur any out of pocket co sts in connection therewith. The parties acknowledge and agree, except as otherwise agreed to in writing by such entity after the date of this Agreement , that none of StadCo, the SCSA and/or the City or any of their respective affiliates shall be responsible for any co sts under the Stadium MOU or License, including , but not limited to preparing the field pre-Super Bowl, or repairing and restorin g the field, the Stadium, and all surrounding and related areas, includin g all parking areas under the cont rol of the City, the SCSA or StadCo ( except to the extent of proceeds received in respect of a Catastrophic Event, as defined in Paragraph l .i; herein under in surance maintained in accordance with the Ground Lease or Stadium Lease), and that none of SCSA, StadCo and the City, nor any of their respective affiliates, will be responsible for any other out of pocket costs , includin g without limitation, any inc remental in surance costs relatin g to the Super Bowl, that mi ght otherwise be costs of StadCo or the SCSA, or their affiliates, under the Stadium Lease or agreement s relatin g to Stadium parking or other Stadium uses. The City, SCSA and the Ho s t Committee agree that neither StadCo nor I 524102\1306440.3
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6 any of its affiliates shall have any further obligation, cost or liability under the Stadium Lease or otherwise arising out of or relating to the Super Bowl other than as set forth in the Stadium MOU, except to the extent that StadCo may, after the date hereof, otherwise agree in writing.
6. Ambush Marketing. The City agrees to use reasonable efforts to adopt an anti-ambush marketing "Clean Zone" within designated areas surrounding the Stadium to be agreed upon by the City, the NFL and the Host Committee, by, among other things, permitting marketing and advertising in the Clean Zone only upon the grant of a permit by the City. Notwithstanding the previous sentence, any anti-ambush marketing Clean Zone provisions are subject to federal and state Constitutional free speech protections. In adopting any regulations the City will use its best judgment of the legality of any anti ambush marketing Clean Zone regulations and will only adopt such regulations that are reasonably understood to not result in an impairment of free speech rights. To the extent that the NFL shall requir e the City to incur costs enforcing the Clean Zone ordinance, such costs would be considered Public Safety Costs subject to reimbursement from the Host Commit tee pursuant to this Agreement. Recognizing the lim itations of any Clean Zone regulations imposed by the City, the Host Committee agrees that to the extent that the NFL requires a prevention fund to prevent ambush marketing, the Host Commi ttee shalt be solely responsible for funding the prevention fund.
7. Compliance. In recognition of the significance of a Super Bowl and to ensure the safety of the public, the City agrees to allocate personnel and to establish expedited review processes for construction activity inside the Stadium and in the areas adjacent to the Stadium to adequately permit and inspect construction related to a Super Bowl.
These expedited review processes will be provided to the NFL and the Host Committee to facil itate the timely submittal, review and approval of construction activities related to Super Bowl. The City also agrees to consider applications for permit fee waivers for construction activit y related to the Super Bowl conducted by the NFL or the Host Commit tee which waivers are subject to the discretionar y approval of the City Council.
If, however, any fee waiver is not granted or expedited review is not granted, then the City and the Host Commi ttee agree to meet to discuss in good faith any accommodations that may be available in lieu of such accommodations.
8. Host Comm ittees Responsibilities. The Host Committee shall be solely responsible for meeting any obligations that the Host Committee may incur with regards to the use of facili ties in or around the Stadium that require the Host Committee to enter into contracts with parties other than the City, SCSA and StadCo.
9. Fees and Taxes. Except as otherwise agreed to herein, the City is not responsible for and is not agreeing to waive any income, gross receipts, payroll, franchise, sales and use, admission, or amusement, taxes that maybe imposed on the NFL or its affilia tes, the Host Committee or its affiliat es or with respect to the Super Bowl events to be held in the City and shall not be responsible to reimburse the NFL, its affiliates, the Host 1524\02\1306440.3
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7 Committee or ils affiliates for any income, gross receipts, payroll, franchise, sales and use, admission, or amusement taxes paid by such entities except as set fo11h herein.
10. Non-Liability of Officials. No member, official, employee, manager or agent of any party shall be personally liable to any other parly, or any successor in interest, in the event of any default or breach by such party for any amount which may become due to any other party or successor or on any obligation under the terms of this Agreement. 11 . State Law. This Agreement, and the rights and obligations of the patties hereto, shall be construed and enforced in accordance with the laws of the State of California. 12 . Additional Acts. The parlies each agree to take such other and additional actions and execute and deliver such other and additional documents as may be reasonably requested by the other parties for purposes of consummating the transactions contemplated in this Agreement.
13. Validity of Agreement. If any provision of this Agreement, or the application thereof to· any person, party, transaction, or circumstance, is held invalid, the remainder of this Agreement, or the application of such provision to other persons, parties, transactions, or circumstances, shall not be affected thereby.
14 . Modification and Amendment. This Agreement cannot be amended or modified except by written agreement of the pai1ies.
15. Termination. This Agreement may be terminated by the Host Committee upon 10 days written notice to the other parties hereto in the event that (i) the Host Committee or the NFL has determined that the Super Bowl will not be held at the Stadium and (ii) Host Committee has fully reimbursed the City for actual City Super Bowl Services Costs for agreed City Super Bowl Services incurred by the City prior to the effective date of such termination.
This Agreement may be terminated by the City or SCSA upon 10 days written notice to the other parties hereto in the event that the Host Committee fails to make any payments required to be made to the City or the SCSA pursuant to this Agreement when due and such failure continues after the City/SCSA has provided the Host Committee with written notice of such failure and at least 30 days to cure such failure (or 10 days to cure such failure in the case of a failure to pay the Game Day Advance in a timely manner). In the event this Agreement is terminated as a result of the Host Committee's failure to make required payments, the City and the SCSA shall also be entitled to rescind the Resolutions and take whatever actions are necessary to limit its liability with regards to the City Super Bowl Services.
Notwithstanding the foregoing, Paragraph 5 of this Agreement shall survive any termination pursuant to this Paragraph 15 .
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16 . Enti r e Agree ment. This Ag ree ment (including any Ex hibit s, Sc hedules, Appendice s or other attachments hereto ) const itutes th e entire ag reement, and supe rsedes all pr ior wr itten ag reements, anangements, communicati ons an d understandings, and all prior and contempo rane ous oral agreements, arrangem ents, co mmun ications and understandings am ong the parties with respect to the subject matte r hereof and thereo f.
Notwithstandin g any oral ag ree ment or co urse of conduct of the parties or thei r representatives to the contrar y, no party to this Ag reem ent sh all be under any legal obli gation to ente r into or co mplete the transactions contemplate d hereby unles s and unt il this Agree ment shall have been executed and delivered by eac h of the pa rties.
17. Binding Upon Succes sors. This Agreement shall be bin ding upon and inure to the benefit of the heir s, ad minist rators, exec utors, succes sors in interest and assigns of each of the parties to this Ag reement. An y reference in this Ag reement to a specifically named party shall be deemed to appl y to any success or, heir, administ rator, exec utor or as sign of such party wh o has ac quired an interest in comp I iance with the terms of this Agreement, or under law.
J 8. Time of the Es sence. Ti me is of the es sence in the perfo rmance of all duties and obligat ions under th i s Ag reement.
19 . Exec ution in Counter parts. This Agreement may be executed in an y nu mber of counterpa rts and by different parties hereto in separate co unterparts, each of wh ich when so executed shal l be deemed to be an original and all of whic h taken to gether shall constitute one and the same agreement.
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[The re mainder of this pa g e intentionall y le ft blan k] 9 IN WITNESS WHERE OF, this Agreement has been exec uted as of the date set forth in the opening paragraph of thi s Agreement.
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
City Attorney
KITE~ -----...._
ROD DJRIDON, JR.
City Clerk
(\ .. C\,.\\ k
7idon~~
City Manager
1500 Warburt on Avenue
Santa Clam, CA 95050
Telephone: (408) 61 5-22 10
Fax: (408) 241-6 771
Date
SANTA CLARA STADIUM AUTHORITY
a joint exercise of powers entity, created th.-ough Government Code Section 6500 et seq.
R (CHARD E. NOSK Y, JR.
Authority General Counsel
Altla
ROD DIRJDON, JR.
Authority Secretary
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10 ~ JG-_, .iioJ.~EWS
Executive Director
1500 Warburt on A venue
Santa Clara , CA 95050
Telephone: (408) 61 5-2210
Fax: (408) 241-6771
Date
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FORTY NINERS SC STADIUM COMPANY, LLC, a
Delawat·e limited liability company
B l - - --l~....i..:::: -=:::....i......-;,::;__ _________ _ T ecutive Vice Pt·esident
SF SB COMMITTEE, INC. , a California nonprofit
mutual b~•:poraf ."
By: , l /-d
Name: Daniel Ltn·ie
Title: Pt·esident
I I
EXHIBIT A
Resolutions
[See attached]
RESOLUTION NO. 13-8009
A RESOLUTION OF THE CITY OF SANTA CLARA,
CALIFORNIA, REGARDING SUPPORT FOR SUPER
DOWL LB ID
BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:
WHEREAS, the National Football League (the "League") owns, produces and c-0nh ols the amrnal professional football championship game knO\m as the "Super Bowl," the larges[ national ammal sporting event held in this countT)'; NFL Properties LLC (''NFLP" or, together with the League, the "NFL") owns, produces and controls the "NFL Experience," and along with other NFL Affiliates owns, produces and controls certain other events associated with the Super Bowl ("Official Events");
WHEREAS, the City of Santa Clara has within its jurisdiction facilities and their premises, access roads, thoroughfares and other areas which may be used for the purposes of organi�ng, promoting, accommodating, staging and conducting Super Bowl La nd its related Official Evc1its and activities;
WHEREAS, hosting the Super Bowl and Ofl1cial Events will generate goodwill, enhance the worldwide renown and prestige of the City of Santa Clara, create temporary jobs and create substantial beneficial economic and fiscal activity;
WHEREAS, the NFL bas requested a declaration of support from the City of Santa Clara and certain assurauces concerning the perfomiance of reasonably necessary govenunental services in connection with the Super Bowl and related Official Events held in the City of Santa Clara as part of the fonnal bid of SF SB Committee to have the City of Santa Clara designated as a site for Super Bowl L; and,
WHEREAS, the Stadium Project, including CODsideration of a Super Bowl being held at tl1e Stadiwu has previously undergone environmental review pursuant to the California City Support Resolution Super Bowl L
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Enviromncntal Quality Act ("CEQA") and was considered as part of the project Environmental Impact Report certified for the proposed 49ers Santa Clara Stadium Project ill 4900 Ccnte1mial Iloulevard (the "Stadium ECR").
NOW THEREFORE, BE IT FURTHER RESOLVED BY THE CITY OF SANTA CLARA· AS FOLLOWS:
I. The City Council hereby finds, for the following reasons, and based on the provision of CEQA (with particular reference to 14 California Code of Regulations, Section 1516 2), that the Stadiwn EIR has served as the enviromnental documentation pursuant to CEQA for approval of this Resolution and the Super Bowl. 111e City Council further specifically finds tl)at there have not been any of the follo\\fog occurrences since the approval of the Stadium EIR that would require a subsequent or supplemental enviro?,Jnental docwnent in connection \\�th approval of Ibis Resolution and a Super Dowl being held al the Stadium:
a. there have not been substantial changes in the project analyzed in the Stadimn EIR which would require major revisions in the Stadium ECR and the Mitigation Monitoring Program;
b. there have not been substantial changes with respect to the circwnstances under which the project analyzed in the Stadium ECR will be undertaken wl1ich would require major revisions in the Stadium EIR and the Mitigation Monitoring Program; and, c. there has not been the appearance of new information which was not known and could not have been known as of the date of approval of the Staditun EIR and the Mitigation Monitoring Program which is relevantto the approval of the Stadimn EIR and the Mitigation Monitoring �rogram as it relates to the approval of the documents and agreements set forth in this Resolution.
City Support Resolution Super Bowl L Page 2 of5
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2. That the City of Santa Clara welcomes Super Bowl L and related Official Events to its jurisdiction and to that end declares its full support of the efforts of SF SB Committee, lnc. to have the Cit)' of Santa <;:Iara selected as the site for Super Bowl L.
3. 11iat, upon �esiguation of the City of Santa Clara as a site for Super Bowl L, and at all times thereafer, the City of Santa Clara, and its agencies, departments and personnel, agree to provide all govcnunental services (including without lim itation public safety, security, fire and medical emergency, traffic, decorative display and public works/street maintenance services and supplies) reasonably necessary to the success of Super Bowl L and related Official Events with.in its jurisdiction (whether, recognizing the uniqueness and extraordinary scope of the Super Bowl, such services are below, equal to or beyond the nonnal level and range of govemmcnta! services usually provided for events held within the jurisdiction), including all planning, trainfog or deployment activities related to the provision of such services, all at no cost, expense or liability to the NFL or the two participating Teams (the "Teams").
4. That the City of Santa Clara agrees that neither the NFL, the Teams, nor any director, shareholder, officer, agent, employee or other representative of the NFL or the Teams shall be held accountable for or incur any financial responsibility or liabili ty of any kind or nature whatsoever in com1cction with the govenunental services pla1mcd and/or provided relating to Super Bowl L and related Official Evenis.
5. That the City of Santa Clara agrees that it shall not authorize any sponsorships of the City of Santa Clara <luring the two weeks prior, through the week following; of Super Bowl L anti related Official Events, provided, however, nothing herein shall prevent the City from authorizing sponsorships of specific City events tmrelated to the Super Bowl.
6. Nothing herein shall prevent ·the City from seeking reimbursement for the govenunental City Support Resolution Super Bowl L
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services prqvid�d related to the Super I3owl and other OOicial Events from the SP SB Committee, the Santa Clara Stadium Authority or any other entity other than the NFL and the Teams.
7. The City Manager is hereby authorized and directed to file a Notice of Determination with respect to the approvals set forth in this Resolution in accordance with the applicable provisions ofCEQA.
8. Constitutionality. severability. If any section, subsection, sentence, clause, phrase, or word of this resolution is for any reason held by a court of competent jurisdiction to be unconstitutional or invalid for any reason, such decision shall not affect the validity of the rcmaini11g portions of the resolution. The City of Santa Clara, Califomia, hereby declares that it would have passed this resolution and each section, subsection, sentence, clause, phrase, and word thereof, irrespective of the fact that any one or more section(s), subsection(s), scntcnce(s), clause(s), 11hrase(s), or word(s) be declared invalid.
City Support Resolution Super Bowl L
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