City Council and Authorities Concurrent
November 18, 2025

Agreement with Cascade Energy, LLC Page 14 of 35
Rev. 07-01-18
SECTION 1. GENERAL

1.1 Contractor shall provide all necessary supervision, labor, and services, plus all tools, equipment, materials, and supplies required to implement a new demandside management (DSM) program called Efficiency and Electrification Solutions for Industrials (EESI) to Silicon Valley Power (SVP) customers with annual energy usage greater than 1 million kWh (“Services”).

1.2 Contractor will primarily perform Services in City of Santa Clara limits.

1.3 Goals of EESI Program

1.3.1 Claim cost-effective energy savings from low- and no-cost behavioral, retro-commissioning, and operational (BRO) measures, capital upgrades, and electrification projects.

1.3.2 Create a robust pipeline of near- and long-term energy savings from improved engagement with and increased DSM program participation by its industrial customers.

1.3.3 Increase customer satisfaction by providing energy efficiency services aligned with large industrial customer needs and decarbonization goals.

1.3.4 Support California’s energy and greenhouse gas reduction priorities.

1.4 Definitions

1.4.1 Action Item: a no-/low-cost BRO measure that when implemented will reduce energy use.

1.4.2 BRO: behavioral, retro-commissioning, and operational.

1.4.3 Facility: a building or collection of buildings grouped together for purposes of participating in EESI.

1.4.4 Implementation Period: an approximately four-month period following the tune-up during which the Facility can implement all BRO projects identified and documented during the tune-up to receive the maximum incentive.

1.4.5 Performance Period: an approximately six-month period following the implementation period during which Contractor collects data to measure energy savings and monitors energy use to ensure energy savings persist.

1.4.6 Projects in Motion: projects identified or initiated prior to Facility’s EESI program enrollment that cannot be claimed through EESI.

EXHIBIT A

SCOPE OF SERVICES
Agreement with Cascade Energy, LLC Page 15 of 35
Rev. 07-01-18

1.4.7 Tune-up: an on-site retro-commissioning event during which Contractor and Facility staff identify (and for some BRO Action Items, implement) measures that reduce energy waste at the Facility.

1.5 Contractor will not be directly involved in the installation, modification, repair, or maintenance of a participant’s equipment. These services will be provided by staff of the participating facility or outside vendors they hire, with guidance and recommendations offered by Contractor. Contractor may install and remove submetering equipment to conduct appropriate M&V activities SECTION 2. SERVICES TO BE PERFORMED

2.1 Contractor Team:

2.1.1 Program Director: Executive Oversight

2.1.2 Program Lead, Technical Lead: Program Delivery and Oversight

2.1.3 Technical Leads: Program Delivery

2.1.4 Technician: Tune Up Support

2.1.5 Outreach Lead: Outreach and Recruitment Support

2.1.6 Marketing Lead: Marketing Support

2.1.7 Program Specialist: Operations Support

2.2 Contractor will collaborate with City to recruit eligible customers into the EESI program. Contractor will provide initial scoping-level reviews of each targeted customer site to screen for both low-cost and capital-intensive energy efficiency opportunities. For eligible customers with energy savings potential who choose to enroll in the program, Contractor will:

2.2.1 Facilitate a comprehensive system review at each participant site to identify and document energy-saving and electrification project opportunities.

2.2.2 Provide the participant with a prioritized action plan.

2.2.3 Follow up regularly with technical guidance to influence action item implementation.

2.2.4 Measure energy savings following an implementation period.

2.2.5 Calculate a participant incentive for verified savings.

2.3 Program Management and Administration
Agreement with Cascade Energy, LLC Page 16 of 35
Rev. 07-01-18

2.3.1 Program Coordination Meetings: Prior to launching EESI, Contractor will meet with City and required stakeholders to discuss and finalize EESI deliverables, due dates, technical review process, and scope.

Contractor will schedule a meeting with City’s Key Customer Representatives and technical engineering subcontractor to present EESI, confirm customer recruitment strategies and communication protocols, and answer any questions. Contractor will:

2.3.1.1 Schedule a meeting with City’s Program Manager and other City stakeholders to ensure all parties fully understand the scope and schedule.

2.3.1.2 Schedule a meeting with City’s Key Customer
Representatives and technical engineering subcontractor to present the new program and confirm customer recruitment approach.

2.3.1.3 Take notes from meetings, including documentation of roles/responsibilities, detailed work plan and schedule, customer recruitment strategies, and Key Performance
Indicators (KPIs).

2.3.2 Program Management: Contractor will provide the following program operations and management activities:

2.3.2.1 Operational Coordination: Contractor’s Program Lead will conduct a regular call with City’s Program Manager. During the calls, Contractor will provide an overall update on EESI status, qualitative insights on participating Facilities, and insight into any challenges and recommendations on how to address them.

2.3.2.2 Program Operations Manual: Contractor will develop a manual defining EESI program operations, processes,
requirements, and policies in alignment with any required City program start-up documentation requirements.

2.3.2.3 Program Data/Documentation Management: Contractor will develop a program management and project tracking
database to facilitate reporting on progress relative to KPIs and to address City and third-party evaluator information requests. Contractor will follow all City protocols for data transmission and documentation strategy and management.

Contractor shall not retain aggregated, de-identified data as to City nor for any of City’s utility customers participating in this program.

Agreement with Cascade Energy, LLC Page 17 of 35
Rev. 07-01-18

2.3.2.4 Program Templates: Contractor will develop templates for enrollment agreements, scoping reports, tune-up reports, and completion/Measurement and Verification (M&V) reports that meet City legal, technical, and branding requirements.

2.3.2.5 Program Progress Reporting: Contractor will provide a quarterly report to City’s Program Manager that summarizes progress relative to KPIs along with projections of expected savings, incentive costs, and project closeout dates.

Contractor will respond to ad-hoc reporting and data requests from City.

2.3.2.6 Incentive Tracking and Administration: Contractor will track Facility eligibility for rebates and performance incentives and coordinate with City on approval. Prior to initiation of any Services, Contractor shall obtain written confirmation from City regarding which building(s) constitute a Facility for purposes of compensation to Contractor and rebate eligibility for customers.

2.3.2.7 Program Invoicing: Contractor will track invoicing milestones and submit monthly invoices following City’s invoice
formatting and documentation requirements further outlined in Exhibit B.

2.4 Recruitment

2.4.1 Targeting and Outreach

2.4.1.1 Contractor will document eligibility criteria and ideal traits for EESI participation. At a high level, ideal prospects will be industrial facilities with annual energy usage of 1 million kWh or greater, have a majority of electric load associated with processing or manufacturing, and be motivated to save
energy.

2.4.1.2 Contractor will develop marketing collateral and content for City’s website describing EESI and its benefits to help promote program participation. Materials will comply with City’s brand guidelines.

2.4.1.3 Contractor will coordinate with City’s Key Customer Representatives and its technical engineering subcontractor to conduct personalized, targeted outreach to ideal prospects.

City will help facilitate recruitment meetings between
Contractor and interested prospects.

2.4.2 Scoping Assessments
Agreement with Cascade Energy, LLC Page 18 of 35
Rev. 07-01-18

2.4.2.1 Contractor will offer eligible, interested prospects a half-day, on-site energy scoping at no cost to the customer. During the scoping, a Contractor Technical Lead will assess the
customer’s facility and systems to determine: 1) an estimate of baseline energy use, 2) potential low-/no-cost behavioral, retro-commissioning, and operational (BRO) opportunities, 3) potential capital and electrification projects for future implementation, 4) an early estimate of savings potential, and 5) overall data acquisition requirements/capabilities.

2.4.2.2 Contractor will document and deliver a scoping report to City for technical review. Following City approval, Contractor will share the scoping report with the customer.

2.4.2.3 The energy scoping is a recruitment and screening tool which may not be needed for all prospects.

2.4.3 Enrollment

2.4.3.1 Committed prospects will enroll in EESI by signing an enrollment agreement. Contractor will develop the enrollment agreement and facilitate signatures.

2.5 Program Implementation

2.5.1 Kick-off Meetings

2.5.1.1 A Contractor Technical Lead will schedule and attend a kickoff meeting with each Facility to introduce the EESI program and plan for the tune-up, including gathering additional Facility data, communications with key contractors, and determining Facility staff participation and logistics. Contractor will invite the assigned City Key Customer Representative to optionally attend the kick-off meeting.

2.5.2 Tune-ups

2.5.2.1 A Contractor Technical Lead and/or Technician will conduct a one- to three-day on-site tune-up focused on identifying (and in some cases implementing) no-/low-cost BRO action items that reduce energy waste at the Facility. The Contractor team will also identify longer-term capital-intensive energy efficiency and electrification projects during the tune-up.

2.5.2.2 After the tune-up, Contractor’s Technical Lead will write a tune-up report and provide it to City and the Facility. The tuneup report summarizes what was found and fixed during the tune-up and presents a high-level, prioritized overview of Agreement with Cascade Energy, LLC Page 19 of 35
Rev. 07-01-18
remaining BRO action items along with longer-term capital and electrification project opportunities.

2.5.2.3 Contractor will also record all viable action items and capital and electrification projects in Gazebo®, Contractor’s energy performance software platform.

2.5.3 Implementation support

2.5.3.1 Following the tune-up, the Facility has up to 120 days to implement all documented BRO action items to receive the maximum incentive. Contractor’s Technical Lead will
schedule regular (approximately monthly) check-in calls with each Facility during this implementation period focused on progress, challenges, plans, and continued prioritization of action items. Contractor’s Technical Lead will use Gazebo during these calls to facilitate discussions with the Facility on action item progress. Coaching will include working with the Facility to document, review, and audit subsystem setpoints so that energy savings are sustained over time.

2.5.3.2 Larger capital and electrification projects take much longer to complete than BRO action items. Contractor’s implementation support for projects beyond BRO action items will be agreed to in advance with the Facility and City. For approved capital and electrification projects, Contractor’s Technical Lead will provide ongoing technical and project management support.

Support will be scaled to the expected level of energy savings and may include:

2.5.3.2.1 Conducting project studies and energy analysis.

2.5.3.2.2 Identifying vendors and securing, reviewing,
and comparing bids.

2.5.3.2.3 Calculating cost-effectiveness metrics such as return on investment.

2.5.3.2.4 Helping present the project to Facility
management for approval.

2.5.3.2.5 Providing project implementation guidance.

2.5.3.2.6 Energy commissioning of installed projects.

2.5.3.3 Contractor’s Technical Lead will work with the Facility to complete the paperwork and secure the documentation
needed to submit capital and electrification projects to City’s Agreement with Cascade Energy, LLC Page 20 of 35
Rev. 07-01-18
existing commercial rebate programs for approval and
incentive. Contractor will act as the Facility’s representative during City’s engineering review. Customer incentives are projected in Table A1.

Table A1 – Customer Incentive Projection
Customer
Segment Measure kWh Therms
Incentive
rate ($/kWh
or $/th)
Total
Incentive
Budget
Medium
and
Large
Industrial
HVAC 325,000 NA Aligned with
and paid for
out of
existing
rebate
programs2
$48,750
Industrial – Process 325,000 NA $48,750
Commercial Water
Heating (Electrification) NA 7,500 $60,000
Commercial HVAC
(Electrification) NA 7,500 $60,000
Retro-commissioning 1,473,333 NA $0.05 $73,667
Behavioral/Education1 43,333 NA $0.00 $0
Total 2,166,667 15,000 NA $291,167
1EESI will document energy savings from behavioral/education measures but customers will not be eligible for monetary incentives for those energy savings. Free technical assistance is considered the “incentive” for this measure category. For this measure, Contractor will only be eligible for compensation for energy savings that directly result from Contractor’s influence on customers. 2Energy savings and Total Incentive Budget figures for these measures (HVAC, Industrial – Process, Commercial Water Heating, Commercial HVAC) are estimates; customers are still eligible for incentives for energy savings in excess of the figures in Table A1.

2.6 Measurement and Verification (M&V)

2.6.1 M&V Planning

2.6.1.1 Prior to the tune-up, Contractor’s Technical Lead will coordinate with City’s technical engineering contractor to confirm whether the Facility is suitable for energy modeling.

2.6.1.1.1 If yes, Contractor will gather the energy and Facility data needed to create baseline energy
models and establish a plan for measuring
energy savings. Contractor will develop each
energy model in accordance with International
Performance Measurement and Verification
Protocol (IPMVP) and American Society of
Heating, Refrigerating, and Air-Conditioning
Engineers (ASHRAE) recommendations on
Agreement with Cascade Energy, LLC Page 21 of 35
Rev. 07-01-18
determining model fitness. An internal
Contractor technical reviewer will review the
energy model to ensure quality.

2.6.1.1.2 If not, Contractor will develop a custom data collection and M&V plan for each major
subsystem that is expected to be affected by the
tune-up.

2.6.2 M&V

2.6.2.1 For BRO action items:

2.6.2.1.1 Following the implementation period, Contractor will collect data and monitor Facility energy use
for up to six months to ensure that energy
savings persist (“Performance Period”).

2.6.2.1.2 At the end of the performance period or upon
completion of all identified action items by the
Facility (whichever occurs first), Contractor will
input daily production and weather data into the
baseline energy model for an appropriate
performance period length (typically six
months). In some cases, Facilities may have
their own metered data. Where daily energy
data is not available from a Facility, a monthly
model may be used if it meets statistical criteria.

2.6.2.1.3 Contractor will then compare the predicted
baseline energy use to the actual measured
energy use for the same time period and apply
the percent reduction in energy use for this time
period to the Facility’s baseline annual energy
use to calculate annual energy savings.

2.6.2.1.4 If the Facility is not using an energy model and instead has a custom M&V plan, Contractor will
follow the M&V plan to calculate energy savings.

The level of rigor for these calculations will
follow guidelines established in the latest
version of the California SEM M&V Guide.

2.6.2.1.5 After savings are calculated, Contractor will develop a completion report and provide it to
City and the Facility. The completion report
documents action items completed and energy
savings eligible for incentives within the EESI
Agreement with Cascade Energy, LLC Page 22 of 35
Rev. 07-01-18
program boundary. Contractor will also
document the energy-saving impact of any
Projects in Motion in this step and subtract it
from the total achieved savings for EESI.

2.6.2.1.6 The completion report will also include a
checklist for energy standard operating
conditions (ESOCS) that describes how
optimized Facility subsystems should be
operating. These ESOCS are left with the
Facility for use in self-auditing to increase
persistence of energy savings.

2.6.2.2 For Capital and Electrification Projects

2.6.2.2.1 For larger capital and electrification projects, Contractor will help the Facility comply with the
requirements of the commercial rebate program
under which the project is approved by SVP.

2.6.2.2.2 For each Facility, Contractor will develop one completion report per capital or electrification
project identified and approved and will provide
it to SVP. The completion report from
Contractor will document energy efficiency
projects completed and energy savings eligible
for incentives within the EESI program
boundary. Contractor will verify energy savings
and project costs based on aggregate results of
implemented action items for each customer.

2.7 Evaluation Support

2.7.1 Contractor will support City with requests related to third-party Evaluation, Measurement & Verification (EM&V). Contractor will:

2.7.1.1 Respond to City and evaluator data requests.

2.7.1.2 Support City with any required evaluation reporting.

2.7.1.3 At City’s direction, prepare for and attend any meetings, site visits, or interviews related to evaluation support.

2.7.1.4 Add customer service support for Facilities impacted by the evaluation process.

2.7.2 Energy Performance Platform
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Rev. 07-01-18

2.7.2.1 Contractor will use Gazebo to track progress on all identified action items. At the first check-in call with the Facility, Contractor will train the Facility how to use Gazebo to maintain its project opportunity register and share energy project progress within its organization.

2.7.2.2 Deliverables include:

2.7.2.2.1 Accounts and access to Gazebo for each Facility and City’s Program Manager for the contract term.

2.7.2.2.2 Maintenance of each Facility’s project opportunity register in Gazebo.

2.7.2.2.3 Library of EESI resources and notes in Gazebo.

SECTION 3. CITY’S RESPONSIBILITIES

3.1 City will perform the following:

3.1.1 Check-in calls with Contractor’s Program Lead on a monthly or asneeded basis.

3.1.2 Review and approval of or feedback on start-up and reporting deliverables within thirty (30) days of receipt.

3.1.3 Coordination with City’s technical engineering subcontractor.

3.1.4 Monthly energy use and bill data (24 months) for all customers eligible for EESI participation at or prior to program launch.

3.1.5 Updated monthly energy use and bill data for enrolled Facilities prior to conducting M&V.

3.1.6 Promotion of EESI to eligible customers.

3.1.7 Coordination of recruitment meetings between Contractor and interested customers to discuss EESI and qualify them for participation.

3.1.8 Processing and payment of customer incentives.

3.1.9 For customers that City and/or its technical engineering subcontractor are already engaged with, a list of Projects in Motion.

SECTION 4. EESI PROJECT PARTICIPATION TIMELINE

4.1 Facilities will typically participate in EESI for approximately 12 months, as outlined in the following table. In some cases, Facilities may continue to participate for up Agreement with Cascade Energy, LLC Page 24 of 35
Rev. 07-01-18
to three years if additional energy efficiency and/or electrification opportunities are available at their facilities. Contractor will support Facilities with large capital or electrification projects identified through EESI until the projects are completed, and the performance period has concluded.

Timing Task Overview
Two months prior to enrollment Contractor collaborates with City on customer targeting, outreach, and
recruitment
One month prior to enrollment Contractor conducts scoping assessment at targeted customer site
Start of participation Customer signs enrollment agreement Month 1 of participation Contractor schedules a kick-off meeting, submits Measurement and Verification
(M&V) Plan, and completes on-site tune-up
at the Facility
Months 2 – 5 of participation
(Implementation Period)
Facility implements projects identified at the
tune-up and Contractor provides ongoing
support
Months 6 – 11 of participation
(Performance Period)
Contractor monitors energy savings
Month 12 of participation Contractor calculates energy savings and customer incentive and issues a Completion
Report
SECTION 5. KEY PERFORMANCE INDICATORS (KPIS)

5.1 City will use the following metrics to monitor and evaluate Contractor’s performance.

Program Goals Key Performance Indicators
Successful Recruitment
• Recruit 15 or more participants into
the program
• At least 12 participants complete
the full program
Increase Customer Enthusiasm for
Energy Efficiency
• 15 or more BRO action items
identified at each tune-up
• EESI post-participation surveys
convey customer satisfaction
Agreement with Cascade Energy, LLC Page 25 of 35
Rev. 07-01-18
• No customer complaints to City key
customer representatives and
energy engineers
Deliver Cost-Effective Savings • EESI savings meet or exceed 2.5 million kWh in first-year savings by
the end of the three-year program
• Program is delivered under not to
exceed budget of $750,000
(excluding incentives)
Implement Comprehensive Projects • At least four capital or electrification projects are identified
and implemented through EESI
Agreement with Cascade Energy, LLC Page 26 of 35
Rev. 07-01-18

EXHIBIT B

SCHEDULE OF FEES AND PAYMENT PROVISIONS
SECTION 1. CATEGORIES OF COMPENSATION

1.1 The maximum compensation, which includes the delineated categories in Table B1 and all reimbursable expenses, payable to Contractor during the Term shall not exceed seven hundred and fifty thousand dollars ($750,000). Contractor shall not incur or invoice amounts exceeding the Not-to-Exceed Budget for each category in Table B1 below:

1.2 Table B1
Budget Category Budget Sub-Category
Not to Exceed
Maximum
Compensation
Compensation
Methodology
Program
Development
Program Startup (1) $10,000 Fixed Fee
Customer Targeting & Outreach (2) $36,167 T&M
Scoping Audits (3) $156,500 Fixed Fee
Program Administration (4) $39,000 T&M
Program
Implementation Performance Compensation: (5) $508,333 Performance Total $750,000

1.2.1. Program Startup: activities required to launch the new EESI program, including a kick-off meeting with City, development of program tracking systems and reporting templates, a presentation to City’s Key Customer Representatives and technical engineering subcontractor, and creation of a program operations manual and marketing content.

1.2.2. Customer Targeting and Outreach: research to identify ideal candidates for EESI and outreach to the targeted group of customers to recruit them for EESI participation.

1.2.3. Scoping Audits: on-site scoping visits to qualify potential participants for EESI and determine high-level energy savings opportunities.

1.2.4. Program Administration: operations (invoicing, reporting, meetings) and customer service.

1.2.5. Performance Compensation: The Performance Compensation covers the following Services: program delivery including Facility tune-ups, energy project identification, technical guidance, regular check-in calls, energy model development and maintenance, engineering calculations, Agreement with Cascade Energy, LLC Page 27 of 35
Rev. 07-01-18
support for capital and electrification project implementation, M&V of energy savings, evaluation support, and Gazebo licenses and support for Facilities. Performance Compensation shall be paid in accordance with Section 4 of this Exhibit B.

1.2 Rates.

1.2.6. All rates are fully burdened and will remain fixed.

1.2.7. All rate changes must be approved by the City through an amendment to this Agreement. References to alternate rates in quotes or Proposals that have not been separately authorized pursuant to this section are not approved.

SECTION 2. FIXED FEE COMPENSATION

2.1 2.2

2.3 For Services authorized to be paid on a fixed price basis, Contractor shall provide an invoice (based on Table B2 or B3) to the City on a monthly basis for Services completed in the preceding month.

Invoices must include the following information:

2.2.1 Invoice Number and Invoice Period.

2.2.2 Detailed information on the Services performed on each deliverable or task completed on each project, as applicable.

2.2.3 Contractor shall invoice each milestone payment in full. Contractor shall not separate milestone payments into multiple invoices.

Fixed Fee Program Startup Compensation – The following are one-time payments for completion of each milestone for all applicable Facilities.

2.3.1 Table B2
Milestone Fixed-Fee Payment
Program coordination meetings completed $2,500
City approves EESI program operations manual $2,500
City approves EESI templates for enrollment
agreements and scoping reports
$2,500
City approves EESI marketing collateral and EESI
content for SVP’s website
$2,500
Total Not to Exceed $10,000

2.4 Fixed Fee Scoping Report Compensation

2.4.1 Table B3 - following are one-time payments for completion of each report per Facility.

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Tier Expected
Count
Fixed-Fee
Payment (each)
Tier 1: Customers with annual usage > 25 GWh 2 $15,500
Tier 2: Customers with annual usage between 10 and
25 GWh
5 $12,300
Tier 3: Customers with annual usage < 10 GWh 8 $8,000
Total Not to Exceed 15 $156,500
SECTION 3. TIME & MATERIALS (T&M) COMPENSATION

3.1 For Services authorized to be paid on a T&M basis, Contractor shall provide an invoice (based on Table B5) to the City on a monthly basis for Services completed in the preceding month. The invoice must include the following information:

3.1.1 Invoice Number and Invoice Period.

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

3.1.3 Each invoice shall provide sufficient detail for City to verify that rates listed in Table B5 are charged.

3.2 Rates for Services.

3.2.1 Table B5
2025 2026 2027 2028 2029
Role Rate Rate Rate Rate Rate
Program Director $302 $307 $307 $319 $332
Program Lead, Technical Lead $258 $262 $262 $272 $283
Technical Lead $251 $255 $255 $265 $276
Outreach/Marketing Lead $202 $205 $205 $213 $222
Program Engineer $199 $202 $202 $210 $218
Technician $196 $199 $199 $207 $215
Program Specialist $185 $188 $188 $196 $203
Administrative Assistant $143 $145 $145 $151 $157
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3.2.2 In cases where services are required but not listed above in Table B5, Contractor shall submit rates for approval by the City pursuant to Section 1.2.7 before performing the services.

3.3 Reimbursable Expenses. Expenses shall be reimbursable only to the extent that (1) Contractor submits sufficient documentation to City that the expenses were directly incurred in providing the required Services, (2) Contractor demonstrates that such expenses aren’t included in the hourly rate where applicable, (3) such expenses were approved in advance, (4) Contractor submits receipts, invoices, or other supporting documentation demonstrating that such reimbursable costs were incurred, and (5) any Mark Up conforms with the Reimbursable Expense Schedule below.

3.3.1 Table B4
Reimbursable Expense Schedule Mark Up

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

No Markup

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

No Markup

3. Charges for outside parts, materials, equipment,
and services (including equipment, rental
equipment, materials, and facilities not furnished
directly by Contractor).

No Markup

4. Contractor may charge allowable mileage at the
prevailing IRS rate per mile. Mileage is not
applicable to rental cars. Rental cars are
reimbursed at actual fuel cost only.

No Markup

5. Unless approved in writing (e-mail acceptable) in
advance, reimbursement to Contractor for meals,
lodging, and related per diem will not exceed the
rates outlined by United States General Services
Administration (GSA). https://www.gsa.gov/travelresources. Airfare or rental car, where applicable shall be at economy rates.

No Markup

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

No Markup
SECTION 4. PERFORMANCE COMPENSATION

4.1 Under this Agreement, Contractor is eligible for compensation for Program Implementation based on performance in achieving electrical energy saving through Capital and Electrification Projects and/or BRO Measures. Delivered energy savings upon which performance payments are made include:

4.1.1 Measured and reported BRO savings from completion reports.

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4.1.2 Measured and reported capital project savings from M&V Reports.

4.1.3 Measured and reported capital project savings claimed using SVP methodologies for existing commercial rebate programs.

4.1.4 Equivalent kWh from electrification project claims made via any of the above. Equivalent kWh savings from an electrification project are calculated as:

4.1.4.1 Therms saved x 29.3 – net increase in kWh = net equivalent kWh savings

4.2 Capital and Electrification Projects.

4.2.1 Payment shall be divided into two portions. Total compensation for electrical energy savings achieved through Capital and Electrification Projects shall be paid at the rate of $0.20/kwh (“Projects Performance Compensation”) for verified electrical energy savings.

4.2.2 The first payment (“Expected Savings Payment”) shall be invoiced and subsequently paid upon City approval of a rebate agreement. Expected Savings Payment shall be at a rate of $0.10/kWh based on expected electrical energy savings based on the rebate application.

4.2.3 The second payment (“True-Up Payment”) shall be invoiced and paid upon verification of final energy savings. The True-Up Payment shall be the difference between the Projects Performance Compensation and the Expected Savings Payment.

4.2.4 In the event the Projects Performance Compensation is less than the Expected Savings Payment, resulting in a negative True-Up Payment, the difference shall be credited to future invoices. If no future invoices are anticipated, the difference shall be paid to the City.

4.3 BRO Measures.

4.3.1 Payment shall be divided into two portions. Total compensation for electrical energy savings achieved through BRO measures shall be paid at the rate of $0.20/kwh (“BRO Performance Compensation”) for verified electrical energy savings.

4.3.2 The first payment (“BRO Estimated Savings Payment”) shall be invoiced and subsequently paid upon Contractor’s submission of the tune-up report to the City. The BRO Estimated Savings Payment shall compensate Contractor at a rate of $0.10/kWh based on the estimated savings documented in the tuneup report.

4.3.3 The second payment (“BRO True-Up Payment”) shall be invoiced and paid upon verification of final energy savings.

4.3.4 In the event the BRO Performance Compensation is less than the BRO Estimated Savings Payment, resulting in a negative BRO True-Up Payment, the difference shall be credited to future invoices. If no future invoices are anticipated, Contractor shall pay the difference to the City.

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4.3.5 Verification. All energy savings claims made by Contractor and Facilities are subject to verification by the City and the City’s technical engineering consultant. Any Pay-for-Performance (aka Project Implementation) compensation are conditioned upon the City’s independent verification of claimed energy savings.

4.3.6 The City will notify Contractor in the event that it is not able to verify energy savings claimed by the Contractor and the potential impact on Pay-forPerformance. Contractor shall have the opportunity, within 30 days of notification of the discrepancy, to provide updates, clarifications, and/or corrections regarding the energy savings and Pay-for-Performance compensation. After 30 days have passed the City will determine, in its sole discretion, the amount of energy savings that is eligible for Pay-forPerformance compensation.

SECTION 5. GENERAL PAYMENT PROVISIONS

5.1 Payment Limited to Satisfactory Work. Contractor is not entitled to any payments until the City concludes that the Services and/or any furnished deliverables have been satisfactorily performed. City will reach its conclusion that the work is satisfactory within a reasonable period of time.

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

5.3 Payment. If there are no discrepancies or deficiencies in the submitted invoice, City shall process the invoice for payment within 30 days.

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

Agreement with Cascade Energy, LLC Page 32 of 35
Rev. 07-01-18

EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

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

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated Agreement with Cascade Energy, LLC Page 33 of 35
Rev. 07-01-18
wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS’ COMPENSATION

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

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

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

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

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

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

Agreement with Cascade Energy, LLC Page 34 of 35
Rev. 07-01-18

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

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

Agreement with Cascade Energy, LLC Page 35 of 35
Rev. 07-01-18

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

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

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

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

EBIX Inc.

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

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-1514 Agenda Date: 11/18/2025

REPORT TO COUNCIL

SUBJECT
Action on a Historical Preservation Agreement (Mills Act Contract) (File No. PLN25-00350) for 1458 Lexington Street

COUNCIL PILLAR
Promote and Enhance Economic Housing and Transportation Development

BACKGROUND
On behalf of property owners Cameron Carty and Rachel Law, Robert Mayer (“applicant”) filed a request for a Historical Preservation Agreement (Mills Act Contract) (File No. PLN25-00350) for the property located at 1458 Lexington Street. Enacted in 1972, the California Mills Act legislation grants participating local governments the authority to enter into contracts with owners of qualified historic properties who actively participate in the restoration and maintenance of their historic properties while receiving property tax relief. Santa Clara participates in the Mills Act Program. A requirement of the Mills Act Contract is that the building must be a qualified structure, listed on either a local, State, or National register. The subject site is currently listed on the City’s Historic Resource Inventory (HRI).

The subject property is approximately 7,500 square-foot lot located on the south side of Lexington Street. Constructed in 1899, the existing residence on the property is designed in the National architectural style. The house is set back from the street, featuring a lawn, ornamental shrubs, and a concrete walkway leading to the entrance porch. Its National style reflects Santa Clara’s early architectural era.

The property owners submitted the requisite application, including an updated historic survey (Department of Parks and Recreation DPR 523A Form) of the property (Attachment 1), a Statement of Justification for the request (Attachment 3), and a 10-Year Restoration and Maintenance Plan for evaluation of the proposed workplan to restore, rehabilitate, and maintain the property (Attachment 1).

The Historical and Landmarks Commission (HLC) provides Mills Act Contract recommendations to the City Council for their final determination. Approved contracts are executed between the City and the property owner and recorded with the County for a minimum ten-year term. Contracts are automatically renewed each year and are transferred to new owners when the property is sold.

On October 2, 2025, the HLC held a regularly scheduled meeting and recommended approval (6-0 vote, with Commissioner Leung absent) of the contract to the City Council. The staff report for that meeting is provided in Attachment 2.

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25-1514 Agenda Date: 11/18/2025

DISCUSSION
In August 2025, William Kostura of Kostura Architectural History prepared a DPR 523A Form assessing the property's historical significance under National, State, and local criteria. The DPR 523A Form was updated in October 2025 to reflect the proposed changes by Lori Garcia, City Historian, shifting the architectural style designation from Pioneer to National. The evaluator found that the structure at 1458 Lexington Street is well maintained and that the design elements that comprise the architectural integrity of the structure have not been diminished. The evaluator concluded that the property continues to retain enough of its historic character and appearance to be recognizable as a historic resource on the City’s HRI.

The property owners submitted a Statement of Justification and a 10-Year Restoration and Maintenance Plan. The plan includes plumbing and electrical upgrades, improved drainage near the foundation, seismic reinforcement, exterior painting, replacement of aluminum windows with woodframed versions, restoration or repair of historic wood window sashes, and interior door and trim upgrades. The owners acknowledge that some work may overlap to support the overall improvement plan. All work will be evaluated through Significant Property Alteration permits, as required by the Historic Preservation Ordinance.

Staff finds that the work proposed in the 10-Year Restoration and Maintenance Plan adheres to the Secretary of the Interior’s Standards for Rehabilitation. The proposed improvements, and the owner’s statement of justification, support the preservation, protection, and maintenance of a locally designated significant structure.

ENVIRONMENTAL REVIEW
A Mills Act Contract is exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15331 of the CEQA Guidelines (Class 31 - Historical Resource Restoration / Rehabilitation).

This exemption consists of projects limited to maintenance, repair, stabilization, rehabilitation, restoration, preservation, conservation, or reconstruction of historical resources in a manner consistent with the Secretary of the Interior Standards. Entering into the contract will result in the restoration and rehabilitation of the 1899 structure consistent with the Secretary of the Interior Standards.

FISCAL IMPACT
The amount of the property tax reduction depends on the property, location, size, and comparable properties in the area. Currently, the assessed value of the property is approximately $1,500,000 (06/30/2025 information), and the annual property tax is approximately $17,885 (2025/26 value) (Source: Santa Clara County Assessor’s Office). The City receives approximately 10% of the base property tax. The Mills Act Contract tax reduction is based on an income capitalization method (ICM) calculation based on the average monthly rent, average maintenance costs, and an amortization schedule to arrive at a reduced appraisal value, resulting in lower property taxes. The anticipated tax reduction would be 20% to 70% based on the County’s evaluation of the property’s age, condition, and local market value factors in accordance with the formula set by state law. Based on the latest information available, the estimated annual fiscal impact to the City for this individual Mills Act Contract would be a decrease of property tax revenue in the range of $358 to $1,252. The actual future fiscal impact may be greater due to the reassessment of property value by the County upon transfer of ownership.

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25-1514 Agenda Date: 11/18/2025

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] or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION
Based on the Historical & Landmarks Commission recommendation to City Council and adherence to the Secretary of the Interior’s Standards for Rehabilitation, staff recommends City Council approval of the request as follows:

1. Determine that the project is categorically exempt from CEQA pursuant to CEQA Guidelines Section 15331 (Class 31 - Historical Resource Restoration / Rehabilitation); and

2. Authorize the City Manager to execute a Mills Act Contract in a final form approved by the City Attorney and adopt the 10-Year Restoration and Maintenance Plan associated with the property at 1458 Lexington Street.

Reviewed by: Afshan Hamid, Director, Community Development Department Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. Mills Act Contract, Property Description, 10-Year Restoration Plan

2. HLC Staff Report October 2, 2025

3. Statement of Justification
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Mills Act Contract
Historic Property Preservation Agreement/ 1458 Lexington Street Typed: October 2, 2025

RECORD WITHOUT FEE
PURSUANT TO GOV'T CODE SECTION 6103
Recording Requested by:

Office of the City Attorney
City of Santa Clara, California
When Recorded, Mail to:

Office of the City Clerk
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Form per Gov't Code Section 27361.6 [SPACE ABOVE THIS LINE FOR RECORDER'S USE]

HISTORIC PROPERTY PRESERVATION AGREEMENT
This Agreement, (herein, "Agreement"), is made and entered into this ___ day of ___________, ____, ("Effective Date"), by and between Rachel Law and Cameron Carty, owners of certain real property located at 1458 Lexington Street, Santa Clara, CA 95050 (“OWNERS”) 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 ("CITY").

CITY and OWNERS may be referred to herein individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."
A. Recitals.
(1) California Government Code Section 50280, et seq. authorizes the CITY to enter into a contract with the OWNERS of qualified Historical Property to provide for the use, maintenance, and restoration of such Historical Property so as to retain its characteristics as property of historical significance.
(2) OWNERS possesses fee title in and to that certain real property, together with associated structures and improvements thereon, shown on the 2021 Santa Clara County Property Tax Rolls as Assessors' Parcel Number 269-26-045, and generally located at the street address 1458 Lexington Street, in the City of Santa Clara ("Historic Property"). A legal description of the Historic Property is attached hereto as "Legal Description," marked as "Exhibit "A," and incorporated herein by reference.
(3) The Historic Property is on the City of Santa Clara Architecturally or Historically Significant Properties list. OWNERS submitted a Mills Act Proposal to City on August 11, 2025.

The Proposal included a Primary Record from the State of California’s Department of Parks and Recreation. A true and correct copy of the Proposal is attached to this Agreement as “Exhibit B”. (4) CITY and OWNERS, for their mutual benefit, now desire to enter into this Agreement both to protect and preserve the characteristics of historical significance of the Historic Property and to qualify the Historic Property for an assessment of valuation pursuant to Section 439.2 of the California Revenue and Taxation Code.

Historic Property Preservation Agreement/ 1458 Lexington Street Typed: October 2, 2025

B. Agreement.

NOW, THEREFORE, CITY and OWNERS, in consideration of the mutual covenants and conditions set forth herein, do hereby agree as follows:
(1) Effective Date and Term of Agreement. The term of this Agreement shall commence on the effective date of this Agreement and shall remain in effect for a term of ten (10) years thereafter. Each year upon the anniversary of the effective date, such term will automatically be extended as provided in paragraph 2, below.
(2) Renewal.
(a) Each year on the anniversary of the effective date of this Agreement, ("renewal date"), one (1) year shall automatically be added to the term of this Agreement unless notice of nonrenewal is mailed as provided herein.
(b) If either the OWNERS or CITY desires in any year not to renew the Agreement, OWNERS or CITY shall serve written notice of nonrenewal of the Agreement. Unless such notice is served by OWNERS to CITY at least ninety (90) days prior to the annual renewal date, or served by CITY to OWNERS at least sixty (60) days prior to the annual renewal date, one (1) year shall automatically be added to the balance of the remaining term of the Agreement as provided herein.
(c) OWNERS may make a written protest of a nonrenewal notice issued by CITY. CITY may, at any time prior to the annual renewal date of the Agreement, withdraw its notice to OWNERS of nonrenewal. If either CITY or OWNERS serves notice to the other of nonrenewal in any year, the Agreement shall remain in effect for the balance of the term then remaining, from either original execution date or the last renewal date of the Agreement, whichever is applicable.
(3) Standards for Historical Property. During the term of this Agreement, the Historic Property shall be subject to the following conditions, requirements, and restrictions:
(a) OWNERS shall preserve and maintain the characteristics of historical significance of the Historic Property. "The Secretary of the Interior's Standards for Rehabilitation," marked as “Exhibit C” to this agreement, and incorporated herein by this reference, contains a list of those minimum standards and conditions for maintenance, use, and preservation of the Historic Property, which shall apply to such property throughout the term of this Agreement.
(b) OWNERS shall, when necessary or as determined by the Director of Planning and Inspection, restore and rehabilitate the property to conform to the rules and regulations of the Office of Historic Preservation of the State Department of Parks and Recreation, the United States Secretary of the Interior Standards for Rehabilitation and the California Historical Building Code and in accordance with the attached schedule of potential home improvements, drafted by the OWNERS and approved by the City Council, attached hereto as "The Description of the Preservation and Restoration Efforts," marked as “Exhibit D” to this agreement, and incorporated herein by this reference.

Historic Property Preservation Agreement/ 1458 Lexington Street Typed: October 2, 2025

(c) OWNERS shall allow, and CITY requires, that after five (5) years, and every five (5) years thereafter, an inspection of the property’s interior and exterior shall be conducted by a party appointed by CITY, to determine OWNERS’ continued compliance with the terms of this Agreement. OWNERS acknowledge that the required inspections of the interior and exterior of the property were conducted prior to the effective date of this Agreement. (4) Provision for Information.
(a) OWNERS hereby agree to furnish CITY with any and all information requested by the CITY to determine compliance with the terms and provisions of this Agreement. (b) It shall be the duty of the OWNERS to keep and preserve, for the term of the Agreement, all records as may be necessary to determine the eligibility of the property involved, and the OWNERS compliance with the terms and provisions of this Agreement, including, but not limited to blueprints, permits, historical and/or architectural review approvals, and schedules of potential home improvements drafted by the OWNERS and approved by the City Council.
(5) Cancellation.
(a) CITY, following a duly noticed public hearing as set forth in California Government Code Section 50280, et seq., shall cancel this Agreement or bring an action in court to enforce this Agreement if it determines any one of the following:
(i) the OWNERS breached any of the terms or conditions of this Agreement; or
(ii) the OWNERS have allowed the property to deteriorate to the point that it no longer meets standards for a qualified historic property. (b) CITY may also cancel this Agreement if it determines that:
(i) the OWNERS have allowed the property to deteriorate to the point that it no longer meets building standards of the City Code and the codes it incorporates by reference, including, but not limited to, the Uniform Housing Code, the California Historical Building Code, the California Fire Code, and the Uniform Code for the Abatement of Dangerous Buildings or; (ii) the OWNERS have not complied with any other local, State, or federal laws and regulations.

(iii) the OWNERS have failed to restore or rehabilitate the property in the manner specified in subparagraph 3(b) of this Agreement. (c) In the event of cancellation, OWNERS shall pay those cancellation fees set forth in California Government Code Section 50280, et seq. As an alternative to cancellation, OWNERS may bring an action in court to enforce the Agreement. (6) No Waiver of Breach.
(a) No waiver by CITY of any breach under this Agreement shall be deemed to be a waiver of any other subsequent breach. CITY does not waive any claim of breach by Historic Property Preservation Agreement/ 1458 Lexington Street Typed: October 2, 2025

OWNERS if CITY does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for under the terms of this Agreement or in the City's laws and regulations are available to the City.
(7) Mediation.
(a) Any controversies between OWNERS and CITY regarding the construction or application of this Agreement, and claim arising out of this contract or its breach, shall be submitted to mediation upon the written request of one party after the service of that request on the other party.
(b) If a dispute arises under this contract, either party may demand mediation by filing a written demand with the other party.
(c) The parties may agree on one mediator. If they cannot agree on one mediator, there shall be three: one named in writing by each of the parties within five days after demand for mediation is given, and a third chosen by the two appointed. Should either party refuse or neglect to join in the appointment of the mediator(s) or to furnish the mediator(s) with any papers or information demanded, the mediator(s) may proceed ex parte. (d) A hearing on the matter to be arbitrated shall take place before the mediator(s) in the city of Santa Clara, County of Santa Clara, State of California, at the time and place selected by the mediator(s). The mediator(s) shall select the time and place promptly and shall give party written notice of the time and place at least fifteen (15) days before the date selected. At the hearing, any relevant evidence may be presented by either party, and the formal rules of evidence applicable to judicial proceedings shall not govern. Evidence may be admitted or excluded in the sole discretion of the mediator(s). The mediator(s) shall hear and determine the matter and shall execute and acknowledge the award in writing and cause a copy of the writing to be delivered to each of the parties.
(e) The submission of a dispute to the mediator(s) and the rendering of a decision by the mediator(s) shall be a condition precedent to any right of legal action on the dispute.

A judgment confirming the award may be given by any Superior Court having jurisdiction, or that Court may vacate, modify, or correct the award in accordance with the prevailing provisions of the California Mediation Act.
(f) Each party shall bear their own cost(s) of mediation. (8) Binding Effect of Agreement.
(a) The OWNERS hereby subjects the Historic Property described in Exhibit "A" hereto to the covenants, reservations, and restrictions as set forth in this Agreement. CITY and OWNERS hereby declare their specific intent that the covenants, reservations, and restrictions as set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon the OWNERS successors and assigns in title or interest to the Historic Property. Each and every contract, deed, or other instrument hereinafter executed, covering, encumbering, or conveying the Historic Property, or any portion thereof, shall conclusively be held to have been executed, delivered, and accepted subject to the covenants, reservations, and restrictions expressed in this Agreement, regardless of whether such covenants, reservations, and restrictions are set forth in such contract, deed, or other instrument.

Historic Property Preservation Agreement/ 1458 Lexington Street Typed: October 2, 2025

(b) CITY and OWNERS hereby declare their understanding and intent that the burden of the covenants, reservations, and restrictions set forth herein touch and concern the land in that OWNERS’ legal interest in the Historic Property. (c) CITY and OWNERS hereby further declare their understanding and intent that the benefit of such covenants, reservations, and restrictions touch and concern the land by enhancing and maintaining the historic characteristics and significance of the Historic Property for the benefit of the CITY, public (which includes, but is not limited to the benefit to the public street generally located at 1458 Lexington Street), and OWNERS. (9) Notice.
(a) Any notice required to be given by the terms of this Agreement shall be provided at the address of the respective parties as specified below or at any other address as may be later specified by the parties hereto.

CITY: City of Santa Clara
Attn: City Clerk
1500 Warburton Avenue
Santa Clara, CA 95050
OWNERS: Rachel Law
1458 Lexington St,
Santa Clara, CA 95050
(b) Prior to entering a contract for sale of the Historic Property, OWNERS shall give thirty (30) days notice to the CITY and it shall be provided at the address of the respective parties as specified above or at any other address as may be later specified by the parties hereto. (10) No Partnership or Joint Enterprise Created. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the parties hereto and any of their heirs, successors, or assigns; nor shall such terms, provisions, or conditions cause them to be considered joint ventures or members of any joint enterprise. (11) Hold Harmless and Indemnification. To the extent permitted by law, OWNERS agree to protect, defend, hold harmless and indemnify CITY, its City Council, commissions, officers, agents, and employees from and against any claim, injury, liability, loss, cost, and/or expense or damage, however same may be caused, including all costs and reasonable attorney's fees in providing a defense to any claim arising there from for which OWNERS shall become legally liable arising from OWNERS’ acts, errors, or omissions with respect to or in any way connected with this Agreement.
(12) Attorneys' Fees. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may recover all reasonable attorney's fees to be fixed by the court, in addition to costs and other relief ordered by the court.
(13) Restrictive Covenants Binding. All of the agreements, rights, covenants, reservations, and restrictions contained in this Agreement shall be binding upon and shall inure to Historic Property Preservation Agreement/ 1458 Lexington Street Typed: October 2, 2025

the benefit of the parties herein, their heirs, successors, legal representatives, assigns and all persons acquiring any part or portion of the Historic Property, whether by operation of law or in any manner pursuant to this Agreement.
(14) Mills Act Historic Property Contract Application Requirements. An application for a Mills Act Historic Property Contract shall be made through the Planning Division and shall include the following:
a. a Historic Resources Inventory form;
b. the description of the preservation or restoration efforts to be undertaken as referenced in paragraph 3 (b) as Exhibit "D";
c. a statement of justification for the Mills Act Historic Property designation and reassessment; and,
d. the Mills Act Historic Property Contract filing fee pursuant to paragraph 17. (15) Mills Act Historic Property Contract Approval. Based upon the Historical and Landmarks Commission's ("Commission") review of the Mills Act Historic Property Contract criteria and recommendation to Council, and based upon the recommendation and approval by Council, a Mills Act Historic Property Contract may be entered into with OWNERS. The decision of the City Council shall be final and conclusive in the matter. (16) Recordation and Notice. No later than twenty (20) days after the parties execute and enter into this Agreement, the CITY shall cause this Agreement to be recorded in the office of the County Recorder of the County of Santa Clara.
(17) Fees. The Planning Department may collect such Mills Act Historic Property Contract application fee of $8,746 (eight thousand, seven hundred, and forty-six dollars), or other fees for the administration of this contract as are authorized from time to time by the City Council.

Such fees do not exceed the reasonable cost of providing the service for which these fees are charged. OWNERS shall pay the County Recorder's Office recordation fees for recordation of this Mills Act Historic Property Contract and the recordation of the OWNERS updated Historic Resources Inventory form.
(18) Ordinary Maintenance. Nothing in this contract shall be construed to prevent the ordinary maintenance or repair of any exterior architectural feature in or on any Historic Property covered by this contract that does not involve a change in design, material, or external appearance thereof, nor does this contract prevent the construction, reconstruction, alteration, restoration, demolition, or removal of any such external architectural feature when the Director of Planning and Inspection determines that such action is required for the public safety due to an unsafe or dangerous condition which cannot be rectified through the use of the California Historical Building Code and when such architectural feature can be replaced according to the Secretary of Interior's Standards.
(19) California Historical Building Code. The California Historical Building Code ("CHBC") provides alternative building regulations for the rehabilitation, preservation, restoration, or relocation of structures designated as Historic Properties. The CITY's building Historic Property Preservation Agreement/ 1458 Lexington Street Typed: October 2, 2025

permit procedure shall be utilized for any Historic Property which is subject to the provisions of this Agreement, except as otherwise provided in this Agreement or the CHBC. Nothing in this Agreement shall be deemed to prevent any fire, building, health, or safety official from enforcing laws, ordinances, rules, regulations, and standards to protect the health, safety, welfare, and property of the OWNERS or occupants of the Historic Property or the public. (20) Conservation Easements.
(a) Conservation easements on the facades of the Historical Property may be acquired by the CITY, or on the CITY's behalf, by a nonprofit group designated by the CITY through purchase, donation, or condemnation pursuant to California Civil Code Section 815. (b) The OWNERS, occupant, or other person in actual charge of the Historical Property shall keep in good repair all of the exterior portions of the Historic Property, and all interior portions thereof whose maintenance is necessary to prevent deterioration and decay of any exterior architectural feature.
(c) It shall be the duty of the Director of Planning and Building Inspection to enforce this section.
(21) Severability. If any section, sentence, clause, or phrase of this Agreement is, for any reason, held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, or by subsequent preemptive legislation, such decision shall not affect the validity and enforceability of the remaining provisions or portions of this Agreement. CITY and OWNERS hereby declare that they would have adopted this Agreement, and each section, sentence, clause, or phrase thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, or phrases may be declared invalid or unconstitutional. (22) Integrated Agreement - Totality of Agreement. This Agreement embodies the agreement between CITY and OWNERS and its terms and conditions. No other understanding, agreements, or conversations, or otherwise, with any officer, agent, or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Any such verbal agreement shall be considered as unofficial information and in no way binding upon CITY. (23) Captions. The captions of the various sections, paragraphs and subparagraphs are for convenience only and shall not be considered or referred to in resolving questions of interpretation.
(24) Statutes and Law Governing Contract. This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. (25) Amendments. This Agreement may be amended, in whole or in part, only by a written recorded instrument executed by the parties hereto.

Historic Property Preservation Agreement/ 1458 Lexington Street Typed: October 2, 2025

IN WITNESS WHEREOF, CITY and OWNERS have executed this Agreement on the day and year first written above.

CITY OF SANTA CLARA, CALIFORNIA,
a chartered California municipal corporation
GLEN R. GOOGINS
City Attorney
JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
Rachel Law and Cameron Carty
Owners of 1458 Lexington Street
By: _____________________________ By: _____________________________ Rachel Law Cameron Carty
1458 Lexington Street 1458 Lexington Street
Santa Clara, CA 95050 Santa Clara, CA 95050
“OWNERS”
Exhibits:

A – Property Description
B – Restoration Schedule
Exhibit A – Property Description
CLTA Preliminary Report Form - Modified (11.17.06) Printed: 12.09.24 @ 11:09 AM by SCA0002402.doc / Updated: 07.30.24 2 CA----SPS-1-24-FWPS-3021241131 Visit Us on our Website: www.ctic.com
ISSUING OFFICE: 675 North First Street, Suite 400, San Jose, CA 95112 FOR SETTLEMENT INQUIRIES, CONTACT:

Chicago Title Company
16795 Lark Ave., Suite 100  Los Gatos, CA 95032
(408)354-7670  FAX (408)354-4319
Another Prompt Delivery From Chicago Title Company Title Department Where Local Experience And Expertise Make A Difference

PRELIMINARY REPORT
Title Officer: Kevin Foley
Email: [email protected]
Title No.: FWPS-3021241131-KF
Escrow Officer: Michelle Santiago
Email: [email protected]
Escrow No.: FWPS-3021241131 -MS
TO: ARON Homes, LLC, a California limited liability company 1458 Lexington Street
Santa Clara, CA 95050
Attn:

PROPERTY ADDRESS(ES): 1458 Lexington Street, Santa Clara, CA EFFECTIVE DATE: December 2, 2024 at 07:30 AM
The form of policy or policies of title insurance contemplated by this report is:

ALTA Homeowner's Policy of Title Insurance 2021
ALTA Loan Policy 2021 Extended

1. THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY THIS REPORT IS:

A FEE

2. TITLE TO SAID ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN:

Aron Homes LLC, a California Limited Liability Company

3. THE LAND REFERRED TO IN THIS REPORT IS DESCRIBED AS FOLLOWS:

SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
CHIC
COM
EXHIBIT "A"
Legal Description
CLTA Preliminary Report Form - Modified (11.17.06) Printed: 12.09.24 @ 11:09 AM by SCA0002402.doc / Updated: 07.30.24 3 CA----SPS-1-24-FWPS-3021241131 For APN/Parcel ID(s): 269-26-045

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA CLARA, COUNTY OF SANTA CLARA, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

LOT 3 AS SHOWN ON THE MAP ENTITLED, "SPEAR ESTATE SUBDIVISION OF BLOCK 3 SOUTH RANGE FIVE WEST IN THE TOWN OF SANTA CLARA, STATE OF CALIFORNIA", WHICH MAP WAS FILED FOR

RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA ON APRIL 26, 1898 IN BOOK F1 OF MAPS, AT PAGE 19.

This map/plat is being furnished as an aid in locating the herein described Land in relation to adjoining streets, natural boundaries, and other land, and is not a survey of the land depicted. Except to the extent a policy of title insurance is expressly modified by endorsement, if any, the Company does not insure dimensions, distances, location of easements, acreage or other matters shown thereon.

This map/plat is being furnished as an aid in locating the herein described Land in relation to adjoining streets, natural boundaries and other land, and is not a survey of the land depicted. Except to the extent a policy of title insurance is expressly modified by endorsement, if any, the Company This map/plat is being furnished as an aid in locating the herein described Land in relation to adjoining streets, natural boundaries and other land, and is not a survey of the land depicted. Except to the extent a policy of title insurance is expressly modified by endorsement, if any, the Company This map/plat is being furnished as an aid in locating the herein described Land in relation to adjoining streets, natural boundaries and other land, does not insure dimensions, distances, location of easements, acreage or other matters shown thereon.

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+- 1595 /585 1565 1545
--ISANTA CLARA I
Exhibit B – Restoration
Schedule
10-Year Restoration Maintenance Plan
August 6, 2025
Cameron Carty and Rachel Law
1458 Lexington Street
Santa Clara, CA 95050
Dear Planning Staff and Historic and Landmark Commissioners, The following is our proposed 10-year plan for the restorations and maintenance of our historic home at 1458 Lexington Street. All items listed shall meet the Secretary of the Interior’s Standards for the Treatment of Historic Properties.

Year 1 (2026)
Plumbing Upgrades: Currently no toilets are located in the same room as a sink. The downstairs bathroom will be reconfigured to add a sink. The upstairs bathroom will be reworked to eliminate the step up into the separate vanity/shower room and a toilet will be added.

Year 2 (2027)
Drainage Improvements: Areas adjacent to the home’s foundation will be regraded to allow for appropriate drainage. Additional drainage features may be added to further improve drainage, if necessary.

Year 3 (2028)
Seismic Anchoring: Seismic reinforcement will be installed per guidance from a structural engineer to decrease the likelihood of damage to the structure in the case of a seismic event.

Years 4-6 (2029-2031)
Exterior Painting: Repaint entire exterior of residence, including all exterior eaves, gutters, downspouts, windows, doors and associated trim. Any minor dry rot or pest/rodent damaged areas found shall be repaired with epoxy filler and repainted to match. Where wood material is excessively damaged it shall be replaced with salvaged or custom milled wood to match the profile of the original.

Year 7 (2032)
Electrical Upgrades: The existing electrical panel will be replaced and knob-and-tube wiring will be removed from the home.

Years 8-9 (2033-2034)
Window Replacement: The upper floor exterior window on the front of the house that is currently aluminum-framed will be replaced. Using photographic reference material of the house from a 1980 Historic Resources Inventory, appropriate historic wood windows will be salvaged and installed.

Window Restoration: Restore/repair existing historic wood window sashes. Where windows sashes are inoperable from being painted shut or where pulley ropes have been broken they will be restored to working order by cutting the paint and installing new pulley ropes where required.

Any minor dry rot areas on the window sashes shall be repaired with epoxy filler and repainted to match. Where elements of the existing window sashes have excessive rot (stiles or rails) they shall be replaced with salvaged or custom milled wood to match. Glazing putty, where cracked, shall be replaced.

Year 10 (2035)
Front Door Replacement: The front door will be replaced with a door more befitting the age of the home. Any available historic photographs will be used as reference and appropriate steps taken to avoid creating false history.

Interior Trim Repair: Historic trim throughout the home will be repaired and refinished. In cases where repair of existing trim is not possible, salvaged or custom-milled trim will be applied.

Repair of Interior Doors: Historic interior doors, as determined by construction and hardware, will be repaired. In cases where repair of existing doors is not possible, salvaged or custom-made doors will be used.

We are excited about restoring and rehabilitating our wonderful historic home so that it can be preserved and enjoyed for many years to come.

Sincerely,
Cameron and Rachel
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-985 Agenda Date: 10/2/2025

REPORT TO HISTORICAL AND LANDMARKS COMMISSION

SUBJECT
Public Hearing: Consideration of a Historical Preservation Agreement (Mills Act Contract) (File No.

PLN25-00350) for 1458 Lexington Street

BACKGROUND
On behalf of property owners Cameron Carty and Rachel Law, Robert Mayer filed a Historical Preservation Agreement (Mills Act Contract) (File No. PLN25-00350) request for the property located at 1458 Lexington Street. Enacted in 1972, the California Mills Act legislation grants participating local governments the authority to enter into contracts with owners of qualified historic properties who actively participate in the restoration and maintenance of their historic properties while receiving property tax relief. Santa Clara participates in the Mills Act Program. A requirement of the Mills Act Contract is that the building must be a qualified structure, listed on either a local, State, or National register. The subject site is currently listed on the City’s Historic Resource Inventory (HRI).

The subject property is an approximate 7,500 square-foot lot located on the south side of Lexington Street. Constructed in 1899, the existing residence on the property is designed in the Pioneer architectural style. The house is set back from the street, featuring a lawn, ornamental shrubs, and a concrete walkway leading to the entrance porch. Its pioneer style reflects Santa Clara’s early architectural era.

The property owners submitted the requisite application, including an updated historic survey (Department of Parks and Recreation DPR 523A Form) of the property (Attachment 2), a Statement of Justification for the request (Attachment 4), and a 10-Year Restoration and Maintenance Plan outlining the proposed workplan to restore, rehabilitate, and maintain the property (Attachment 5).

The Historical and Landmarks Commission (HLC) provides Mills Act Contract recommendations to the City Council for their final determination. Approved contracts are executed between the City and the property owner and recorded with the County for a minimum ten-year term. Contracts are automatically renewed each year and are transferred to new owners when the property is sold.

If approved, this would be the third Mills Act Contract for this calendar year, where 10 are permitted.

DISCUSSION
In August 2025, William Kostura of Kostura Architectural History prepared a DPR 523A Form assessing the property's historical significance under National, State, and local criteria. The evaluator found that the structure at 1458 Lexington Street is well maintained and that the design elements that comprise the architectural integrity of the structure have not been diminished. The evaluator concluded that the property continues to retain enough of its historic character and appearance to be recognizable as a historic resource on the City’s HRI.

City of Santa Clara Page 1 of 2 Printed on 9/25/2025
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25-985 Agenda Date: 10/2/2025
The property owners submitted a Statement of Justification and a 10-Year Restoration and Maintenance Plan. The plan includes plumbing and electrical upgrades, improved drainage near the foundation, seismic reinforcement, exterior painting, replacement of aluminum windows with woodframed versions, restoration or repair of historic wood window sashes, and interior door and trim upgrades. The owners acknowledge that some work may overlap to support the overall improvement plan. All work will be evaluated through Significant Property Alteration permits, as required by the Historic Preservation Ordinance.

Staff finds that the work proposed in the 10-Year Restoration and Maintenance Plan adheres to the Secretary of the Interior’s Standards for Rehabilitation (Attachment 3). The proposed improvements, and the owner’s statement of justification, support the preservation, protection, and maintenance of a locally designated significant structure.

ENVIRONMENTAL REVIEW
A Mills Act Contract is exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15331 of the CEQA Guidelines (Class 31 - Historical Resource Restoration / Rehabilitation).

This exemption consists of projects limited to maintenance, repair, stabilization, rehabilitation, restoration, preservation, conservation, or reconstruction of historical resources in a manner consistent with the Secretary of the Interior Standards. Entering into the contract will result in the restoration and rehabilitation of the 1899 structure consistent with the Secretary of the Interior Standards.

PUBLIC CONTACT
No public notice is required for a Mills Act Contract and no public inquiries have been made regarding the project.

RECOMMENDATION
Staff recommends that the Historical and Landmarks Commission determine the project to be exempt from CEQA pursuant to CEQA Section 15331 of the CEQA Guidelines (Class 31 - Historical Resource Restoration / Rehabilitation) and find that the Mills Act Application and associated 10-Year Plan for restoration and maintenance accomplishes the intent of preserving and maintaining the historical significance of the property; and therefore, recommends City Council approval of a Mills Act Contract, and the adoption of a 10-Year Restoration and Maintenance Plan associated with the Historical Preservation Agreement for the property located at 1458 Lexington Street.

Prepared by: Summer Foss, Assistant Planner
Reviewed by: Rebecca Bustos, Principal Planner
Approved by: Lesley Xavier, Planning Manager

ATTACHMENTS

1. Legal Property Description

2. Historic Survey (DPR 523A Form)

3. Secretary of Interior Standards for Rehabilitation

4. Statement of Justification

5. 10-Year Restoration and Maintenance Plan

6. Draft Historic Property Preservation Agreement (Mills Act Contract) City of Santa Clara Page 2 of 2 Printed on 9/25/2025
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CLTA Preliminary Report Form - Modified (11.17.06) Printed: 12.09.24 @ 11:09 AM by SCA0002402.doc / Updated: 07.30.24 2 CA----SPS-1-24-FWPS-3021241131 Visit Us on our Website: www.ctic.com
ISSUING OFFICE: 675 North First Street, Suite 400, San Jose, CA 95112 FOR SETTLEMENT INQUIRIES, CONTACT:

Chicago Title Company
16795 Lark Ave., Suite 100  Los Gatos, CA 95032
(408)354-7670  FAX (408)354-4319
Another Prompt Delivery From Chicago Title Company Title Department Where Local Experience And Expertise Make A Difference

PRELIMINARY REPORT
Title Officer: Kevin Foley
Email: [email protected]
Title No.: FWPS-3021241131-KF
Escrow Officer: Michelle Santiago
Email: [email protected]
Escrow No.: FWPS-3021241131 -MS
TO: ARON Homes, LLC, a California limited liability company 1458 Lexington Street
Santa Clara, CA 95050
Attn:

PROPERTY ADDRESS(ES): 1458 Lexington Street, Santa Clara, CA EFFECTIVE DATE: December 2, 2024 at 07:30 AM
The form of policy or policies of title insurance contemplated by this report is:

ALTA Homeowner's Policy of Title Insurance 2021
ALTA Loan Policy 2021 Extended

1. THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY THIS REPORT IS:

A FEE

2. TITLE TO SAID ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN:

Aron Homes LLC, a California Limited Liability Company

3. THE LAND REFERRED TO IN THIS REPORT IS DESCRIBED AS FOLLOWS:

SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
CHIC
COM
EXHIBIT "A"
Legal Description
CLTA Preliminary Report Form - Modified (11.17.06) Printed: 12.09.24 @ 11:09 AM by SCA0002402.doc / Updated: 07.30.24 3 CA----SPS-1-24-FWPS-3021241131 For APN/Parcel ID(s): 269-26-045

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA CLARA, COUNTY OF SANTA CLARA, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

LOT 3 AS SHOWN ON THE MAP ENTITLED, "SPEAR ESTATE SUBDIVISION OF BLOCK 3 SOUTH RANGE FIVE WEST IN THE TOWN OF SANTA CLARA, STATE OF CALIFORNIA", WHICH MAP WAS FILED FOR

RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA ON APRIL 26, 1898 IN BOOK F1 OF MAPS, AT PAGE 19.

This map/plat is being furnished as an aid in locating the herein described Land in relation to adjoining streets, natural boundaries, and other land, and is not a survey of the land depicted. Except to the extent a policy of title insurance is expressly modified by endorsement, if any, the Company does not insure dimensions, distances, location of easements, acreage or other matters shown thereon.

This map/plat is being furnished as an aid in locating the herein described Land in relation to adjoining streets, natural boundaries and other land, and is not a survey of the land depicted. Except to the extent a policy of title insurance is expressly modified by endorsement, if any, the Company This map/plat is being furnished as an aid in locating the herein described Land in relation to adjoining streets, natural boundaries and other land, and is not a survey of the land depicted. Except to the extent a policy of title insurance is expressly modified by endorsement, if any, the Company This map/plat is being furnished as an aid in locating the herein described Land in relation to adjoining streets, natural boundaries and other land, does not insure dimensions, distances, location of easements, acreage or other matters shown thereon.

OFFICE 0 F
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+- 1595 /585 1565 1545
--ISANTA CLARA I
Page of 1 30 *Resource Name or #: (Assigned by recorder) George and Emma Green house P1. Other Identifier:

P2. Location:  Not for Publication  Unrestricted *a: County Santa Clara and (P2c,P2e, and P2b or P2d. Attach Location Map as necessary.) *b. USGS 7.5' Quad Date T ; R ; ¼ of ¼ of Sec ; B.M.
c. Address 1458 Lexington Street City Santa Clara Zip 95050 d. UTM: (Give more than one for large and/or linear resources) Zone ; mE/ mN *e. Other Locational Data: (e.g., parcel #, directions to resource, elevation, etc., as appropriate) *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) *P3b Resource Attributes: (List attributes and
codes)
*P4. Resources Present:  Building
 Structure  Object  Site  District
 Element of District  Other (isolates, etc.)
P5b. Description of Photo:
(View, date, accession #)
View looking south, July 2025
*P6. Date Constructed/Age and
Source:  Historic
 Prehistoric  Both
1899
*P7. Owner and Address:

Rachel Law, Cameron Carty
1458 Lexington Street
Santa Clara, CA 95050
*P8. Recorded by: (Name,
affiliation, and address)
William Kostura
P. O. Box 60211
Palo Alto, CA 94306
*P9. Date Recorded:

July-August 2025
*P10. Survey Type: (Describe)
intensive
P11. Report Citation*: (Cite survey report and other
sources, or enter "none".) This report supplants an
earlier evaluation: Erickson/Giudici/Zavlaris, “Historic Resources Inventory, 1458 Lexington Street” (1980), prepared for the City of Santa Clara.
*Attachments:  NONE  Location Map  Sketch Map  Continuation Sheet  Building, Structure and Object Record  Archaeological Record  District Record  Linear Feature Record  Milling Station Record  Rock Art Record  Artifact Record  Photograph Record  Other (List)
State of California — The Resources Agency Primary # ____________________________ DEPARTMENT OF PARKS AND RECREATION HRI # ____________________________ PRIMARY RECORD Trinomial ____________________________
NRHP Status Code ___________________
Other Listings ________________________
Review Code Reviewer Date ___________
DPR 523A (1/95) *Required Information
Summary
This house was built in about 1899 by Asahel L. Adams, a building contractor who worked in Santa Clara and San Jose and who lived across the street. At an unknown date — most likely the 1950s or afterward — the original front porch was filled in or was replaced to create an enlarged living room, and a new front porch was added. There have been two other changes that are visible from the street. The front door is a replacement from recent decades, and a second story window has replacement aluminum sash. Aside from these three changes, the front, the east, and west sides of the house appear to be in their original condition. (See Continuation Sheet, page 2.)
Page of 2 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date __July-August 2025___________  Continuation  Update Summary (continued)
Regarding the owners and occupants of the house, one couple, George and Emma Green, was notable.

George Green worked as an engineer for Santa Clara’s municipal water system for thirty years, and his wife Emma hosted two social groups in the house on numerous occasions over twenty years. Please see the History section below for further details.

This house appears to be eligible for the California Register under Criterion 1, either individually, or as a contributor to a potential thematic district, for its ability to evoke Old Quad’s 19th century and early 20th century historic character.

This house is listed on the City of Santa Clara’s Historic Preservation and Resource Inventory as an example of the Pioneer style. The house also appears to possess historic significance under five City of Santa Clara criteria. Please see the Evaluation section below for details.

Description
Setting and Landscaping
This house occupies a lot fifty feet in width by 150 feet in depth, on the south side of Lexington Street, between Jefferson and Madison streets. The general neighborhood is Santa Clara’s Old Quad, the oldest part of the city. Like most houses in the Old Quad, the house is set back from the street a sufficient distance to allow for a front yard. This yard is bounded by a white picket fence, which encloses a lawn and some shrubs that are planted close to the house. The yard is bisected by a cement walkway that leads to the entrance porch. The back yard is very large, is bounded by a tall wooden fence, and has one conspicuous planting, a mature mulberry tree.

The house
The house is two stories in height, is wood-framed in construction, and is clad in horizontal v-groove siding. It is L-shaped in plan, with the larger wing at right and a smaller wing recessed at left. Both wings are gabled, resulting in a cross-gabled roof. Specifically, the roof of the larger wing has gables facing the street and the back yard, while the roof of the smaller recessed wing has a gable facing east.

The eaves are boxed, and project beyond the wall plane by about a foot on all sides.

Continued on next page.

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CONTINUATION SHEET
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Page of 3 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date __July-August 2025___________  Continuation  Update Description (continued)
Originally, an open front porch filled the angle between the two wings. At an unknown date — estimated, based on the materials, to be the 1950s later — the porch was filled in or was replaced to enlarge the living room, and a new front porch was added to the front of this addition. The living room addition is one story in height, with a low-pitched hipped roof that rises to partially obscure the apron of a second story window. The addition is also clad in v-groove siding that almost exactly matches the siding in the older part of the house. Because the addition is only one story high, the recessed wing behind it remains visible, preserving the original L-shape of the house. (Note: The 1950 and 1961 Sanborn maps continue to show the porch as open, instead of enclosed.) A larger addition was made, also at an unknown date, to the rear of the house. This addition partially, but not entirely, obscures the rear gable of the original house.

Not counting the rear addition, the dimensions of the house are roughly thirty feet in width by twentytwo feet in depth. The rear addition adds roughly another nine feet to the depth of the house. Please see a diagram, below, that shows these dimensions.

At the front porch, two concrete steps lead up to a concrete landing. Three square wooden posts without chamfered corners — two of them paired at left, one solo at right — support a wooden shed roof with a flat wooden soffit. These posts measure 3.5” by 3.5” and thus are “nominal” 4x4s, instead of actual, or “dimensional,” 4x4s. These measurements, and the lack of chamfered corners, are suggestive of a 1950s or later construction date for the porch. The porch railings on either side are each supported by squared wooden balusters. All of the railings and balusters are incised with shallow grooves, and it seems possible, in fact likely, that these elements were retained from the earlier porch and re-used here. The front door is a modern replacement, and is surrounded by plain board trim.

Fenestration is fairly consistent in all of the original parts of the house. Windows are mostly single, though one is paired, in all cases with thin shelf moldings across the top and sills with aprons across the bottom. Most sash is double-hung, with ogee lugs (sometimes called dog ears or lambs’ tongues) at the middle rails. A census of the windows in the original part of the house is given here:
* At the front of the larger wing, in the first story, windows are paired. * In the second story window above, paired wooden sash have been replaced by aluminum sash. The owners have stated their intention to restore this window with salvaged double-hung sash. * In the front of the smaller, recessed wing, in the second story (over the front addition), the single window is fixed or a casement, without double-hung sash.

Continued on next page.

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CONTINUATION SHEET
DPR 523L (1/95) *Required Information
Page of 4 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date __July-August 2025___________  Continuation  Update Description (continued)
* On the east side of the smaller, recessed wing, the windows (one centered in each story) are identical, save that the lower sash lacks ogee lugs.
* One the west side of the house, the window in the first story has double-hung sash, with ogee lugs. * On the same side, in the second story, the window has two-over-two sash, without ogee lugs.

In the front addition that replaced the original porch, there are two windows. That in front is a large fixed window divided by muntins into twelve lights. This window has a sill and apron, but no shelf molding across the top. On the east side of the addition is a single window with a shelf molding, a sill with apron, and double-hung sash with ogee lugs. This window is identical to others in the original part of the house. It therefore seems likely that it was part of the original house, and was removed and reused when the living room addition was built.

The rear addition to the house has a disparate variety of windows. Most conspicuous is a band of windows with aluminum sash across the top. In the first story, paired windows with aluminum sash can be found adjacent to the back door. To the right of this pair is a small single window with double-hung wooden sash, a sill, and an apron. The rear entrance in this addition has a new door that is reached by three concrete steps. Its wooden awning has lost its top boards, but the side boards with notched bottoms are still in place. However faintly, these notched boards suggest a construction date of the 1940s or 1950s for this rear addition.

Regarding style:

This house very closely resembles several examples of the National style of domestic architecture illustrated in Virginia Savage McAlester, A Field Guide to American Houses (New York: Alfred A.

Knopf, second edition, 2013). Specifically, it is similar in its massing, proportions, and fenestration to the Gable-Front-and-Wing Family of the National style, as described on pages 138-140 of this book.

The defining elements of this house type are a narrow front-gabled wing with a recessed side-gabled wing set at right angles to the front wing. Eaves are usually extended, without brackets, and windows have double-hung sash set in plain board trim. Ornament is minimalist or (usually) lacking. Most examples are two stories in height. Typically, a shed-roofed porch fills the angle between the wings.

The examples shown in McAlester that most closely resemble the subject house were built during the late 1890s-ca. 1910. The subject house possesses all of these characteristics, save that its shed-roofed porch has been filled in to become a room; and its construction date falls within this range.

State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial

CONTINUATION SHEET
DPR 523L (1/95) *Required Information
Page of 5 30 *NRHP Status Code 3CS, 5S1
*Resource Name or # (Assigned by recorder) 1458 Lexington Street B1. Historic Name: George and Emma Green house
B2. Common Name:

B3. Original Use: residence B4. Present Use: residence
*B5. Architectural Style: National — Gable-Front-and-Wing Family *B6. Construction History: (Construction date, alterations, and date of alterations) Built in 1899 or 1899-1900. Front and rear additions built at unknown dates (probably in the 1950s or later). *B7. Moved?  No  Yes  Unknown Date: Original Location:
*B8. Related Features:
none
B9a. Architect: unknown b. Builder: Asahel L. Adams
*B10. Significance: Theme early Santa Clara history Area City of Santa Clara Period of Significance 1899-1910s Property Type residence Applicable Criteria 1 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity.) History
B11. Additional Resource Attributes: (List attributes and codes) *B12. References:

See Continuation Sheets.

B13. Remarks:
*B14. Evaluator: William Kostura
Date of Evaluation: July-August 2025
State of California — The Resources Agency Primary # ___________________________ DEPARTMENT OF PARKS AND RECREATION HRI # ___________________________

BUILDING, STRUCTURE, AND OBJECT RECORD
DPR 523L (1/95) *Required Information
(Sketch map with north arrow required)
(This space reserved for official comments.)
Old Quad history
The Old Quad covers the quadrangle shown in an 1866 survey by J.J. Bowen. It encompasses the area bordered by Scott Boulevard to the west, Newhall Street to the south and east, and the railroad tracks to the north and east. This area includes Santa Clara University, which was once the site of Mission Santa Clara. Generally speaking, the Old Quad is the oldest part of Santa Clara. The overwhelming majority of the city’s historic buildings are located here.

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Page of 6 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date July-August 2025  Continuation  Update History (continued)
Major factors in Santa Clara’s growth and economy include:
1777. Founding of Mission Santa Clara de Asis by the Franciscan order of Spain. This mission was secularized by Mexico in 1833 but the mission chapel continued to function as a church afterward.

It was enlarged and rebuilt several times over the next century. 1851-present. After the takeover of California by the United States, Jesuits acquired the mission and established Santa Clara College in 1851. It became known as the University of Santa Clara in 1912 and as Santa Clara University in 1985. The older buildings on this campus date to the period 1911-1930 and were designed by architects Will D. Shea, John J. Donovan, and Henry A. Minton.

The chapel of 1928 was designed by Minton to replicate the old adobe mission building of ca. 1824. 1852. The City of Santa Clara incorporates.
1863. The railroad connecting San Francisco and San Jose reaches Santa Clara. The railroad depot still stands, now at 1005 Railroad Avenue.
1885-1990s. Agnew’s State Hospital. The Victorian building of 1885 collapsed in the earthquake of 1906, with great loss of life. New buildings were built from 1908 through the 1910s to designs by the State Architect George C. Sellon. After the campus was sold to Sun Microsystems in the late 1990s, only the best four of the Agnew’s buildings were retained, and the rest were demolished. 1890s-1950s. Santa Clara Tannery. This long-lasting business occupied many wooden buildings at the northeast corner of Lexington and Grant streets.
1890s-1960s. The Pacific Manufacturing Company was a huge business occupying many buildings in the block of Alviso, Bellomy, Grant, and Locust streets, plus warehouses and sprawling lumber yards in adjacent blocks. It made coffins, window sash, doors, blinds, cabinets, and windmills. 1910s-1960s. Fruit canning. There were several canneries in Santa Clara during these decades, and of these three were the largest and longest lasting: Rosenberg Brothers and Company; the Pratt-Low Preserving Company; and Libby, McNeill and Libby. Pratt-Low’s complex included a huge onestory cannery building plus 25 seasonal workers’ cabins in 1915, and by 1950 it had expanded to include over 100 workers’ cabins. By 1950 Rosenberg Brothers had absorbed Libby, McNeill and Libby, and by 1961 Rosenberg Brothers had been taken over by the Mayfair Packing Company.

Collectively, these canneries must have been the largest employers in the City of Santa Clara during most of the 20th century.

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Page of 7 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date July-August 2025  Continuation  Update History (continued)
1960s-present. The semiconductor industry becomes important in Santa Clara. 1963. The city’s old downtown is razed in order to receive funding from the federal government for urban renewal.

To the above list should be added Santa Clara’s close proximity to the city of San Jose, where some Santa Clara residents worked.

The demolition of the city’s old downtown was a major loss, and as far as is known none of the tannery, fruit canning, or Pacific Manufacturing buildings still stand. The built environment in Santa Clara is nevertheless able to represent, or evoke, most of the other important themes in Santa Clara’s early history. An adobe house at 3260 The Alameda (now the Santa Clara Women’s Club) is a ca. 1790s building that was part of the Spanish-era mission complex. The Berryessa adobe at 373 Jefferson Street (late 1840s) represents the Mexican or very early American period. Two properties evoke Santa Clara’s early agricultural economy. The older is the James Lick flour mill complex, at 4101 Lick Mill Boulevard, at Mansion Park Drive. Its four buildings were built in 1857, the 1860s, and the 1880s and include a granary, a house, an office, and a hall. The Harris-Lass house at 1889 Market Street (1865) includes a farmhouse, a barn, a water tank, and farming implements. As mentioned above, four early twentieth century buildings survive at Agnew’s State Hospital, and about eight buildings from 1911-1930 survive at Santa Clara University.

Most prolifically, the Old Quad area is filled with hundreds of 19th and early 20th century houses that retain good to high integrity. A few houses date to the 1850s, a moderate number date to each decade of the 1860s, 1870s, and 1880s, and very many date to the 1890s-1930s. While it is beyond the scope of this report to describe these houses in any detail, it can be said that they range from modest, vernacular working-class houses to large houses built for the well-to-do. Houses in the latter group are often elaborately decorated, but smaller houses, especially those built before the 1920s, often possess fine details as well.

The house site
The land this house stands on what was originally lot 3 of a small real estate tract called the Spear Estate Subdivision. This tract appears to have comprised ten lots in the block bounded by Lexington, Jefferson, Madison, and Santa Clara streets.

Continued on next page.

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Page of 8 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date July-August 2025  Continuation  Update History (continued)
The builder, Asahel L. Adams
This house must have been built in 1899 or early 1900 by building contractor Asahel L. Adams. Adams purchased the lot from the estate of Eliza Spear in September 1898, and he retained ownership for less than three years, until June 1901. During that period, city directories of 1900 and 1901 list Robert Hooper, a boilermaker working in San Francisco, as living at this address, 1458 Lexington Street. It seems clear that Adams built the subject house for income purposes and rented it out to Hooper while he still owned it.

Asa Adams was a native of Canada, where he was born in 1863. He came to the United States in 1885 and to Santa Clara County in about 1888. It appears he lived in San Jose before moving, in about 1893, to 1435 Lexington Street in Santa Clara, across the street from the subject property.

Brief newspaper articles document six houses he built in San Jose and Santa Clara during 1891-1902, and these include one that may still stand, a Queen Anne-style house at 540 South Ninth Street, in San Jose (1896). On at least three occasions he built houses that were designed by prominent architects, Jacob Lenzen and Son (twice) and Wolfe and McKenzie. He undoubtedly built many more houses than these during these years, and afterward.

In 1901 or 1902 Adams moved to another residence at 1417 Franklin Street in Santa Clara. When he moved, his renter at 1458 Lexington, Robert Hooper, moved into his former residence at 1435 Lexington. Adams did not move again. He resided at 1417 Franklin until his death in 1948.

Alterations
The original front porch has been removed or was filled in to allow for a larger living room, and a new front porch was built, almost certainly at the same time. The date of this alteration is estimated to be the 1950s or later based on the 3.5” by 3.5” dimensions of the porch posts and the lack of chamfered corners on the posts. At the time of the alteration, two elements from the original house were very likely removed and re-used. One is the window on the east side of the living room addition. It probably came from the original front wall and looked out onto the porch. The other is the current porch railings with incised lines on the vertical and horizontal members. It seems likely that these railings were part of the original porch.

A large rear addition was made at an unknown date. The vertical siding on the entrance hood suggests a 1950s date, but this is highly uncertain. Aluminum sash in most of this structure’s windows were probably placed at a still later date.

Continued on next page.

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DPR 523L (1/95) *Required Information
Page of 9 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date July-August 2025  Continuation  Update History (continued)
The second story window in the front of the larger wing was almost certainly a paired window. It was replaced with aluminum sash at an unknown date.

The front door appears to date to recent decades.

Note: The 1950 and 1961 Sanborn maps do not show the front and rear additions to the house. They suggest that the additions post-date 1961, although it is also possible that the additions were made before 1961 and that the Sanborn maps were not updated.

Subsequent owners and residents of 1458 Lexington Street Elvira Gee
In June 1901 Asa Adams sold the subject house to Mrs. Elvira Gee, aged about 27. She lived here with family members, including Earl Gee, a farmer; Mrs. Myron Gee; and Miss Dora Gee. Elvira Gee died almost three years later, in March 1904, aged 30, and just over five months later, in September, her family sold the house to Sanford H. Wilson.

Sanford H. Wilson, Martha Wilson, and James S. Wilson
Sanford H. Wilson, a blacksmith, was about 71 years old, and his wife Martha was about 64, when he purchased this house in 1904. Both were natives of Ohio, and they had been married for 46 years at the time of the purchase. When he died in 1916, their son James S. Wilson, who was living nearby in Santa Clara, moved in, and he stayed for four or five years, until 1920 or 1921. He worked at a lumber yard, where his occupation was variously listed as millman, a piler, and (in 1920) a lumber grader.

Hiram R. Russell
Russell lived here in 1922, when he worked as a carpenter. Whether he owned or rented the house is unknown.

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Page of 10 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date July-August 2025  Continuation  Update History (continued)
George and Emma Green
George and Emma Green lived here from 1923 to 1959. Both were natives of California, and they were born in about 1887 and 1891, respectively. When they moved in, he was a metal worker, but the following year he became the stationary engineer for the City of Santa Clara’s municipal water plant.

He retained this position for the next thirty years. An article on his retirement in 1954 stated that his main duties as the plant attendant were those of a general trouble-shooter and watchman. The city council honored him upon his retirement, and he stated that for his future, he planned “a leisurely life.” Emma Green hosted social events and meetings at the house over a period of twenty years. From 1938 to at least 1944 she regularly hosted business meetings of the local American Legion Auxiliary, unit No. 419. From 1949 to 1958 she hosted the Friendly Circle meetings of the Women’s Society of Christian Service of the Santa Clara Community Church. Newspaper notices of these meetings were very numerous, and in the style of the day she was always identified as Mrs. George Green.

In January 1930 the Greens were in downtown Santa Clara together when a gas explosion destroyed four commercial buildings close to where they stood. Each received cuts and gashes, and they were considered lucky to survive. They were able to give interviews afterward, and the San Jose Mercury News ran a photograph of them, which is included in this report.

In 1959 the Greens moved from 1458 Lexington to a Ranch-style house at 1971 Heatherdale Avenue, in southern Santa Clara.

Later residents of this house
1960-1961. John L. Philips, unknown occupation, and his wife Theresa 1962. E. Lee Self, a mechanic at the Peterson Tractor Company, and his wife Mary 1963. Mrs. Gloria Bishop, unknown occupation
1964. The house was vacant at the time of canvassing by the city directory. 1965. Linda L. Sparacino, unknown occupation
1967-1968. Juan Martinez, unknown occupation
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Page of 11 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date July-August 2025  Continuation  Update History (continued)
1969. The house was vacant at the time of canvassing by the city directory. 1970-1974. Paul A. Arguello, retired, and his wife Ofelia Integrity
For the purpose of historical evaluations of buildings the seven areas of integrity are listed and discussed below:

Location. The house has never been moved, so it retains integrity of location.

Design. The filling in or replacement of the front porch has changed the massing of the house at its entrance, an important focal point in the design. The rest of the house as seen from the street is largely unchanged, however, and so the original massing of the two wings is still very evident. On balance, the house’s integrity of design is fair.

Materials. The porch was filled in or replaced at an unknown date, most likely the 1950s-1960s, using wooden materials that are compatible with the rest of the house. Only one window on the three primary facades has been changed from wooden sash, namely, the second story window in the front of the larger wing. Thus, the house retains integrity of materials. (The owners have stated their intention to restore the altered window using recycled wooden sash.)
Workmanship. The original porch most likely possessed a turned porch post and other detailing that has been lost. However, the original window trim and siding have been preserved. On balance, integrity of workmanship is fair-to-good.

Feeling. This house retains the feeling of a suburban, turn-of-the-twentieth century Old Quad house. It thus retains integrity of feeling.

Association. The earliest owners and residents would recognize this house as the one they lived in, although they might have to look twice to do so, due to the front addition. Thus, integrity of association is fair.

Setting. This house retains its front yard and spaces between it and the adjacent houses, and so its early 20th century suburban setting is retained. Most of the older houses surrounding it no longer stand, though some do. On balance, integrity of setting is good to high.

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Page of 12 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date July-August 2025  Continuation  Update Evaluation to California Register criteria
The California Register of Historical Resources (California Register) is an inventory of significant architectural, archaeological, and historical resources in the State of California. Resources can be listed in the California Register through a number of methods. State Historical Landmarks and National Register-listed properties are automatically listed in the California Register. Properties can also be nominated to the California Register by local governments, private organizations, or citizens. The evaluative criteria used by the California Register for determining eligibility are closely based on those developed by the National Park Service for the National Register of Historic Places.

In order for a property to be eligible for listing in the California Register, it must be found significant under one or more of the following criteria, each of which is discussed here:

Criterion 1 (Events). Resources that are associated with events that have made a significant contribution to the broad patterns of local or regional history, or the cultural heritage of California or the United States.

This house is one of many in Santa Clara’s Old Quad that, collectively, contribute to the 19th century and early 20th century feeling of the neighborhood. That historic feeling remains strong in Old Quad.

However, numerous modern-era buildings in Old Quad tend to dilute that feeling. For this reason, the surviving older buildings that retain good to high integrity are important in maintaining that historic feeling. The subject house’s integrity is generally good.

It may be that the subject house is better considered as a contributor to a thematic district of historic Old Quad buildings, rather than as individually eligible. The documentation of a thematic district is beyond the scope of this report. However, it is clear that the house contributes meaningfully to Old Quad’s 19th century and early 20th century character. It thus appears to be eligible for the California Register under this criterion at the local level. The Period of Significance is from the time of construction through the early 20th century, that is, 1899-1910s.

Criterion 2 (Persons). Resources that are associated with the lives of persons important to local, California, or national history.

George and Emma Green were notable Santa Clara residents, he as an engineer for the city’s water system for thirty years, and she as the hostess of two local institutional groups on many occasions for twenty years. Their importance seems to fall a little short of California Register significance, and so their history is better considered under local criteria, below.

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Page of 13 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date July-August 2025  Continuation  Update Evaluation to California Register criteria (continued)
Criterion 3 (Architecture). Resources that embody the distinctive characteristics of a type, period, region, or method of construction, or represent the work of a master, or possess high artistic values.

The proportions of this L-shaped house are pleasing, and the window trim and moldings remain as fine details. The front addition, however, does alter the massing and diminish the original design. For this reason, the house does not quite appear to be eligible for the California Register under this criterion. (Regarding architecture, it does appear to be significant under the city’s local criteria; see below.) Criterion 4 (Information Potential). Resources or sites that have yielded or have the potential to yield information important to the prehistory or history of the local area, California, or the nation.

This criterion regards archeological studies. Since excavation of the site is not contemplated, an evaluation under this criterion is beyond the scope of this study.

Existing City of Santa Clara historical designation
This house is listed on the City of Santa Clara’s Historic Preservation and Resource Inventory as an example of the Pioneer style.

Evaluation to City of Santa Clara historical criteria
The criteria for local significance were adapted on April 20, 2004, by the City of Santa Clara City Council. Any building, site, or property in the City that is 50 years old or older and meets certain criteria of architectural, cultural, historical, geographical or archeological significance is potentially eligible. Only the criteria under which this property appears to qualify are discussed below.

Criterion for Historical or Cultural Significance
To be historically or culturally significant, a property must meet at least one of the following criteria:

1. The site, building or property has character, interest, integrity and reflects the heritage and cultural development of the city, region, state, or nation.

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DPR 523L (1/95) *Required Information
Page of 14 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date July-August 2025  Continuation  Update Evaluation to City of Santa Clara historical criteria (continued) This house was built in 1899-1900, has generally good integrity, and contributes to the strongly historic character of Santa Clara’s Old Quad, which is the oldest part of the city.

3. The property is associated with an important individual or group who contributed in a significant way to the political, social and/or cultural life of the community.

George and Emma Green lived in this house for thirty-six years, from 1923 to 1959. In their time they were well-known Santa Clarans who, in their different ways, contributed to the city’s infrastructure and social life. For thirty years, from 1924 to 1954, George Green was the stationary engineer who maintained the City of Santa Clara’s municipal water plant, an obviously important role. From 1938 to 1944 and from 1949 to 1958 Emma Green frequently hosted two civic groups in this house; respectively, the local American Legion Auxiliary, and the Friendly Circle meetings of the Women’s Society of Christian Service of the Santa Clara Community Church.

Criterion for Architectural Significance
To be architecturally significant, a property must meet at least one of the following criteria:

2. The property is identified with a particular architect, master builder or craftsman.

The house was built by Asahel L. Adams, a building contractor who lived in Santa Clara for several decades. He is known to have built at least six houses in San Jose and Santa Clara during 1891-1902, sometimes to the designs of notable architects, and sometimes, presumably, to his own designs. Given his long career as a builder, he undoubtedly built many other houses that have not yet been documented.

7. A building’s notable or special attributes of an aesthetic or functional nature. These may include massing, proportion, materials, details, fenestration, ornamentation, artwork or functional layout.

The L-shape of the house and its cross-gabled roof was a common massing in Santa Clara during the 19th century, particularly in earlier decades. Such houses were often spare in their ornamentation; they relied on good proportions and finely-detailed window trim for their effect. This house follows that pattern. Although the front addition does affect the massing of the house, it is only one story in height, which preserves a view of the two wings and preserves the L shape. The house also retains its early fine window trim. Therefore, it is still a good example of this house type.

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Page of 15 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date July-August 2025  Continuation  Update Evaluation to City of Santa Clara historical criteria (continued) Criterion for Geographic Significance
To be geographically significant, a property must meet at least one of the following criteria:

1. A neighborhood, group or unique area directly associated with broad patterns of local area history.

As with the first criterion listed above, this house is important because it contributes to the historic character of Santa Clara’s Old Quad. Despite many losses, houses from the 19th century and early 20th century remain numerous, and collectively, they evoke those periods in Santa Clara’s history. This house is important in that way.

Character-defining features
Character-defining features are those parts or aspects of a historic property that contribute to its historic character. Only those parts of a property that fall within the Period of Significance can qualify as character-defining.

Under California Register Criterion 1 (Events), the Period of Significance of this property is 1899-1910s. The character-defining features are:
* The house’s setback from the street, which allows room for a front yard and gives the house a suburban feeling that is consistent with Santa Clara’s early history. The picket fence and the yard plantings are not known to date to the Period of Significance, so they are not included; only the setback is.
* The two-story height of the house, its L shape, and the proportions of the two wings. * The cross-gabled roof with boxed eaves.
* The v-groove siding.
* The paired window in the first story of the larger wing, with its double-hung sash and trim. * The trim of the second story window in the larger wing, directly above the window listed above. (Its aluminum sash is not character-defining, though).

Continued on next page.

State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial

CONTINUATION SHEET
DPR 523L (1/95) *Required Information
Page of 16 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date July-August 2025  Continuation  Update Character-defining features (continued)
* The small window in the north side of the second story of the recessed wing, including its trim. (This window is located directly over the front addition.)
* Both windows in the east side of the smaller wing, with their double-hung sash and trim.

The features of the house that are not character-defining are:
* The front addition (the living room extension and the porch). While its materials are compatible with the older parts of the house, it almost certainly post-dates the Period of Significance. * The aluminum sash in the second story window in the front of the main wing. (The owners have said that they will restore this window using old wooden sash.) * The west side of the house. This side is essentially invisible from the street and is almost featureless. * The rear addition to the house.

Under local City of Santa Clara criteria, the character-defining features of the house should be considered the same as those listed above.

References
San Jose and Santa Clara city directories for Asahel L. Adams and for residents of this house from 1900 through 1974.
1915, 1950, and 1961 Sanborn maps, page 212. These maps show the footprint of the house when it still had its original front porch.
1900 United States census for Asahel L. Adams (living at 1435 Lexington Street). 1910 United States census for Sanford H. Wilson.
1910 and 1920 United States censuses for James S. Wilson. 1930, 1940, and 1950 United States censuses for George and Emma Green.

Continued on next page.

State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial

CONTINUATION SHEET
DPR 523L (1/95) *Required Information
Page of 17 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date July-August 2025  Continuation  Update References (continued)
San Jose Mercury News articles — real estate sales of this property (lot 3 of the Spear Estate) September 3, 1898. Estate of Eliza Spear to A. L. Adams.

June 8, 1901. A. L. Adams et. ux. to Elvira Gee.

September 11, 1904. M. G. Gee to Sanford H. Wilson.

San Jose Mercury News articles about houses built by Asahel L. Adams:

January 7, 1891. A cottage at the Almshouse.

May 29, 1891. Cottage on 12th Street, San Jose, for Pansera.

August 10, 1891. Frame building on the Los Gatos Road, for Cilken.

July 15, 1896. Building on the east side of 9th Street, San Jose, for Lamkin (540 S. 9th St.).

August 14, 1902. Two-story frame building at 4th and William, San Jose, for Brennan.

San Jose Mercury News articles about Asahel Adams and early residents of the house:

March 30, 1904. “Brevities.” Death of Mrs. Elvira Gee.

July 26, 1916. “Died.” Death of Sanford H. Wilson.

September 27, 1948. “Rites Set Today for A. L. Adams.”
San Jose Mercury News articles about George and Emma Green:

January 4, 1930. “Victims Describe Blast Sensations.”
March 31, 1951. “Pile-Ups Hurt 11 in County.” Emma Green hit by a car.

October 2, 1954. “Santa Clara Utilities Man Retires after 30 Years.” March 2, 1938; April 4, 1939; February 5, 1941; May 21, 1941; October 15, 1941; August 5, 1942; May 5, 1943; February 15, 1944. Notices of meetings of the Santa Clara unit of the American Legion Auxiliary, hosted by Emma Green.

August 24, 1948; October 20, 1952; September 16, 1957; October 21, 1958. Notices of Circle Meetings of the Women’s Society of Christian Service of Santa Clara Community Church, hosted by Emma Green.

Virginia Savage McAlester. A Field Guide to American Houses (New York: Alfred A. Knopf, second edition, 2013), pages 138-140.

State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial

CONTINUATION SHEET
DPR 523L (1/95) *Required Information
Page of 18 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date July-August 2025  Continuation  Update Footprint of the house. The measurements are approximate.

State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial

CONTINUATION SHEET
DPR 523L (1/95) *Required Information
Page of 19 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date July-August 2025  Continuation  Update Sanborn maps, San Jose-Santa Clara, page 212
Top: 1915. Bottom left: 1950. Bottom right: 1961.

The subject house appears unchanged in all three years.

State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial

CONTINUATION SHEET
DPR 523L (1/95) *Required Information
•

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Page of 20 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date July-August 2025  Continuation  Update Front and back yards
Above: Front yard. Below: Back yard.

State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial

CONTINUATION SHEET
DPR 523L (1/95) *Required Information
Page of 21 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date July-August 2025  Continuation  Update The front of the house
Above: Perspective view from left.

At right: Perspective view from right.

State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial

CONTINUATION SHEET
DPR 523L (1/95) *Required Information
Page of 22 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date July-August 2025  Continuation  Update At left: Paired windows in
the front of the house, the
larger wing, first story.

Below left: Detail of same
windows showing ogee lugs.

Below right: Detail showing
sill and apron.

State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial

CONTINUATION SHEET
DPR 523L (1/95) *Required Information
Page of 23 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date July-August 2025  Continuation  Update At left: Front of the house, second story of the larger wing.

It has a boxed eave in the gabled roof and a second story window with aluminum sash. The owners have stated their intention to restore the window with wooden sash.

Below: Perspective view of the front
room and porch addition.

State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial

CONTINUATION SHEET
DPR 523L (1/95) *Required Information
Page of 24 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date July-August 2025  Continuation  Update Above: Front view of the front room and porch addition. The large fixed window has wooden muntins, a sill, and an apron, but lacks a shelf molding across the top.

State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial

CONTINUATION SHEET
DPR 523L (1/95) *Required Information
•
11 '
' I
Page of 25 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date July-August 2025  Continuation  Update Above left: Window on the east side of the front room addition. Like original windows in the house, it has a shelf molding across the top, a sill and apron, and double-hung sash with ogee lugs. It was probably originally in the front wall of the house, looking onto the porch. When that wall was removed for the front addition, this window must have been retained and re-used in the addition.

Above right: The porch addition, perspective view.

State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial

CONTINUATION SHEET
DPR 523L (1/95) *Required Information
Page of 26 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date July-August 2025  Continuation  Update Above: The railings and balusters
of the porch addition. The posts
measure 3.5 inches by 3.5 inches
and lack chamfered corners, and
hence probably date to the 1950s or
later. The railings and balusters are
incised with thin lines, and so it
seems likely they were retained and
re-used from the original porch.

At right: The concrete porch steps.

State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial

CONTINUATION SHEET
DPR 523L (1/95) *Required Information
Page of 27 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date July-August 2025  Continuation  Update The east side of the house. The windows match the window in the front room addition.

State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial

CONTINUATION SHEET
DPR 523L (1/95) *Required Information
Page of 28 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date July-August 2025  Continuation  Update Windows in the west side of the house (first story at left and second story at right). The former matches the other original windows in the house. The house’s v-groove siding shows clearly here.

State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial

CONTINUATION SHEET
DPR 523L (1/95) *Required Information
Page of 29 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date July-August 2025  Continuation  Update Above: The rear of the house. The addition is two stories in height and partially obscures the rear gable of the original roof. All windows except the small one at lower right have aluminum sash. The deteriorated hood over the rear entrance has boards with notched ends. These suggest a date of after World War II.

Below right: A three-part window on the east side of the rear addition. Like the window on the front of the front addition, it has wooden muntins, a sill, and an apron, but lacks a shelf molding across the top.

State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial

CONTINUATION SHEET
DPR 523L (1/95) *Required Information
Page of 30 30 Resource Identifier: 1458 Lexington Street, Santa Clara Recorded by William Kostura *Date July-August 2025  Continuation  Update George and Emma Green. From the San Jose Mercury News, January 4, 1930.

State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial

CONTINUATION SHEET
DPR 523L (1/95) *Required Information
Secretary of Interior's Standards for Rehabilitation

1. A property will be used as it was historically or be given a new use that requires minimal change to its distinctive materials, features, spaces, and spatial relationships.

2. The historic character of a property will be retained and preserved. The removal of distinctive materials or alteration offeatures, spaces, and spatial relationships that characterize a property will '
be avoided.

3. Each property will be recognized as a physical record of its time, place, and use. Changes that create a false sense of historical development, such as adding conjectural features or elements from other historic properties, will not be undertaken.

4. Changes to a property that have acquired historic significance in their own right will be retained and preserved.

5. Distinctive materials, features, finishes, and construction techniques or examples of craftsmanship that characterize a property will be preserved.

6. Deteriorated historic features will be repaired rather than replaced. Where the severity of deterioration requires replacement of a distinctive feature, the new feature will match the old in design, color, texture, and, where possible, materials. Replacement of missing features will be substantiated by documentary and physical evidence.

7. Chemical or physical treatments, if appropriate, will be undertaken using the gentlest means possible. Treatments that cause damage to historic materials will not be used.

8. Archeological resources will be protected and preserved in place. If such resources must be disturbed, mitigation measures will be undertaken.

9. New additions, exterior alterations, or related new construction will not destroy historic materials, features, and spatial relationships that characterize the property. The new work will be differentiated from the old and will be compatible with the historic materials, features, size, scale and proportion, and massing to protect the integrity of the property and its environment.

10. New additions and adjacent or related new construction will be undertaken in such a manner that, if removed in the future, the essential form and integrity of the historic property and its environment would be unimpaired.

August 6, 2025
City of Santa Clara
Historical and Landmarks Commission
Re: Mills Act Application for 1458 Lexington Street
Dear Historical and Landmark Commissioners,
We are excited to apply for the Mills Act for our historic home at 1458 Lexington Street. We fell in love with both the community and the homes of the Old Quad neighborhood when we started renting here in 2021. The character of the historic homes appealed to us immensely; when we were ready to start looking for a home, we had a difficult time imagining ourselves anywhere else. Most of the offers we placed were within this neighborhood, and we were so thrilled when we closed on our current home. We are excited to be able to give this home the love and attention that it needs and intend to preserve its historic character. We would be grateful for the support that the Mills Act would provide us in our efforts should our application be accepted.

We appreciate your time in reviewing our application, including William Kostura’s historic evaluation that supports the historic significance of our home. Thank you for your consideration.

We look forward to working with you to preserve this home and neighborhood.

Sincerely,
Cameron Carty and Rachel Law
1458 Lexington Street
Santa Clara, CA 95050
10-Year Restoration Maintenance Plan
August 6, 2025
Cameron Carty and Rachel Law
1458 Lexington Street
Santa Clara, CA 95050
Dear Planning Staff and Historic and Landmark Commissioners, The following is our proposed 10-year plan for the restorations and maintenance of our historic home at 1458 Lexington Street. All items listed shall meet the Secretary of the Interior’s Standards for the Treatment of Historic Properties.

Year 1 (2026)
Plumbing Upgrades: Currently no toilets are located in the same room as a sink. The downstairs bathroom will be reconfigured to add a sink. The upstairs bathroom will be reworked to eliminate the step up into the separate vanity/shower room and a toilet will be added.

Year 2 (2027)
Drainage Improvements: Areas adjacent to the home’s foundation will be regraded to allow for appropriate drainage. Additional drainage features may be added to further improve drainage, if necessary.

Year 3 (2028)
Seismic Anchoring: Seismic reinforcement will be installed per guidance from a structural engineer to decrease the likelihood of damage to the structure in the case of a seismic event.

Years 4-6 (2029-2031)
Exterior Painting: Repaint entire exterior of residence, including all exterior eaves, gutters, downspouts, windows, doors and associated trim. Any minor dry rot or pest/rodent damaged areas found shall be repaired with epoxy filler and repainted to match. Where wood material is excessively damaged it shall be replaced with salvaged or custom milled wood to match the profile of the original.

Year 7 (2032)
Electrical Upgrades: The existing electrical panel will be replaced and knob-and-tube wiring will be removed from the home.

Years 8-9 (2033-2034)
Window Replacement: The upper floor exterior window on the front of the house that is currently aluminum-framed will be replaced. Using photographic reference material of the house from a 1980 Historic Resources Inventory, appropriate historic wood windows will be salvaged and installed.

Window Restoration: Restore/repair existing historic wood window sashes. Where windows sashes are inoperable from being painted shut or where pulley ropes have been broken they will be restored to working order by cutting the paint and installing new pulley ropes where required.

Any minor dry rot areas on the window sashes shall be repaired with epoxy filler and repainted to match. Where elements of the existing window sashes have excessive rot (stiles or rails) they shall be replaced with salvaged or custom milled wood to match. Glazing putty, where cracked, shall be replaced.

Year 10 (2035)
Front Door Replacement: The front door will be replaced with a door more befitting the age of the home. Any available historic photographs will be used as reference and appropriate steps taken to avoid creating false history.

Interior Trim Repair: Historic trim throughout the home will be repaired and refinished. In cases where repair of existing trim is not possible, salvaged or custom-milled trim will be applied.

Repair of Interior Doors: Historic interior doors, as determined by construction and hardware, will be repaired. In cases where repair of existing doors is not possible, salvaged or custom-made doors will be used.

We are excited about restoring and rehabilitating our wonderful historic home so that it can be preserved and enjoyed for many years to come.

Sincerely,
Cameron and Rachel
Historic Property Preservation Agreement/ 1458 Lexington Street Typed: October 2, 2025

RECORD WITHOUT FEE
PURSUANT TO GOV'T CODE SECTION 6103
Recording Requested by:

Office of the City Attorney
City of Santa Clara, California
When Recorded, Mail to:

Office of the City Clerk
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Form per Gov't Code Section 27361.6 [SPACE ABOVE THIS LINE FOR RECORDER'S USE]

HISTORIC PROPERTY PRESERVATION AGREEMENT
This Agreement, (herein, "Agreement"), is made and entered into this ___ day of ___________, ____, ("Effective Date"), by and between Rachel Law, owner of certain real property located at 1458 Lexington Street, Santa Clara, CA 95050 (“OWNERS”) 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 ("CITY"). CITY and OWNERS may be referred to herein individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."
A. Recitals.
(1) California Government Code Section 50280, et seq. authorizes the CITY to enter into a contract with the OWNERS of qualified Historical Property to provide for the use, maintenance, and restoration of such Historical Property so as to retain its characteristics as property of historical significance.
(2) OWNERS possesses fee title in and to that certain real property, together with associated structures and improvements thereon, shown on the 2021 Santa Clara County Property Tax Rolls as Assessors' Parcel Number 269-26-045, and generally located at the street address 1458 Lexington Street, in the City of Santa Clara ("Historic Property"). A legal description of the Historic Property is attached hereto as "Legal Description," marked as "Exhibit "A," and incorporated herein by reference.
(3) The Historic Property is on the City of Santa Clara Architecturally or Historically Significant Properties list. OWNERS submitted a Mills Act Proposal to City on August 11, 2025.

The Proposal included a Primary Record from the State of California’s Department of Parks and Recreation. A true and correct copy of the Proposal is attached to this Agreement as “Exhibit B”. (4) CITY and OWNERS, for their mutual benefit, now desire to enter into this Agreement both to protect and preserve the characteristics of historical significance of the Historic Property and to qualify the Historic Property for an assessment of valuation pursuant to Section 439.2 of the California Revenue and Taxation Code.
1111 •
Historic Property Preservation Agreement/ 1458 Lexington Street Typed: October 2, 2025

B. Agreement.

NOW, THEREFORE, CITY and OWNERS, in consideration of the mutual covenants and conditions set forth herein, do hereby agree as follows:
(1) Effective Date and Term of Agreement. The term of this Agreement shall commence on the effective date of this Agreement and shall remain in effect for a term of ten (10) years thereafter. Each year upon the anniversary of the effective date, such term will automatically be extended as provided in paragraph 2, below.
(2) Renewal.
(a) Each year on the anniversary of the effective date of this Agreement, ("renewal date"), one (1) year shall automatically be added to the term of this Agreement unless notice of nonrenewal is mailed as provided herein.
(b) If either the OWNERS or CITY desires in any year not to renew the Agreement, OWNERS or CITY shall serve written notice of nonrenewal of the Agreement. Unless such notice is served by OWNERS to CITY at least ninety (90) days prior to the annual renewal date, or served by CITY to OWNERS at least sixty (60) days prior to the annual renewal date, one (1) year shall automatically be added to the balance of the remaining term of the Agreement as provided herein.
(c) OWNERS may make a written protest of a nonrenewal notice issued by CITY. CITY may, at any time prior to the annual renewal date of the Agreement, withdraw its notice to OWNERS of nonrenewal. If either CITY or OWNERS serves notice to the other of nonrenewal in any year, the Agreement shall remain in effect for the balance of the term then remaining, from either original execution date or the last renewal date of the Agreement, whichever is applicable.
(3) Standards for Historical Property. During the term of this Agreement, the Historic Property shall be subject to the following conditions, requirements, and restrictions:
(a) OWNERS shall preserve and maintain the characteristics of historical significance of the Historic Property. "The Secretary of the Interior's Standards for Rehabilitation," marked as “Exhibit C” to this agreement, and incorporated herein by this reference, contains a list of those minimum standards and conditions for maintenance, use, and preservation of the Historic Property, which shall apply to such property throughout the term of this Agreement.
(b) OWNERS shall, when necessary or as determined by the Director of Planning and Inspection, restore and rehabilitate the property to conform to the rules and regulations of the Office of Historic Preservation of the State Department of Parks and Recreation, the United States Secretary of the Interior Standards for Rehabilitation and the California Historical Building Code and in accordance with the attached schedule of potential home improvements, drafted by the OWNERS and approved by the City Council, attached hereto as "The Description of the Preservation and Restoration Efforts," marked as “Exhibit D” to this agreement, and incorporated herein by this reference.

Historic Property Preservation Agreement/ 1458 Lexington Street Typed: October 2, 2025

(c) OWNERS shall allow, and CITY requires, that after five (5) years, and every five (5) years thereafter, an inspection of the property’s interior and exterior shall be conducted by a party appointed by CITY, to determine OWNERS’ continued compliance with the terms of this Agreement. OWNERS acknowledge that the required inspections of the interior and exterior of the property were conducted prior to the effective date of this Agreement. (4) Provision for Information.
(a) OWNERS hereby agree to furnish CITY with any and all information requested by the CITY to determine compliance with the terms and provisions of this Agreement. (b) It shall be the duty of the OWNERS to keep and preserve, for the term of the Agreement, all records as may be necessary to determine the eligibility of the property involved, and the OWNERS compliance with the terms and provisions of this Agreement, including, but not limited to blueprints, permits, historical and/or architectural review approvals, and schedules of potential home improvements drafted by the OWNERS and approved by the City Council.
(5) Cancellation.
(a) CITY, following a duly noticed public hearing as set forth in California Government Code Section 50280, et seq., shall cancel this Agreement or bring an action in court to enforce this Agreement if it determines any one of the following:
(i) the OWNERS breached any of the terms or conditions of this Agreement; or
(ii) the OWNERS have allowed the property to deteriorate to the point that it no longer meets standards for a qualified historic property. (b) CITY may also cancel this Agreement if it determines that:
(i) the OWNERS have allowed the property to deteriorate to the point that it no longer meets building standards of the City Code and the codes it incorporates by reference, including, but not limited to, the Uniform Housing Code, the California Historical Building Code, the California Fire Code, and the Uniform Code for the Abatement of Dangerous Buildings or; (ii) the OWNERS have not complied with any other local, State, or federal laws and regulations.
(iii) the OWNERS have failed to restore or rehabilitate the property in the manner specified in subparagraph 3(b) of this Agreement. (c) In the event of cancellation, OWNERS shall pay those cancellation fees set forth in California Government Code Section 50280, et seq. As an alternative to cancellation, OWNERS may bring an action in court to enforce the Agreement. (6) No Waiver of Breach.
(a) No waiver by CITY of any breach under this Agreement shall be deemed to be a waiver of any other subsequent breach. CITY does not waive any claim of breach by Historic Property Preservation Agreement/ 1458 Lexington Street Typed: October 2, 2025

OWNERS if CITY does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for under the terms of this Agreement or in the City's laws and regulations are available to the City.
(7) Mediation.
(a) Any controversies between OWNERS and CITY regarding the construction or application of this Agreement, and claim arising out of this contract or its breach, shall be submitted to mediation upon the written request of one party after the service of that request on the other party.
(b) If a dispute arises under this contract, either party may demand mediation by filing a written demand with the other party.
(c) The parties may agree on one mediator. If they cannot agree on one mediator, there shall be three: one named in writing by each of the parties within five days after demand for mediation is given, and a third chosen by the two appointed. Should either party refuse or neglect to join in the appointment of the mediator(s) or to furnish the mediator(s) with any papers or information demanded, the mediator(s) may proceed ex parte. (d) A hearing on the matter to be arbitrated shall take place before the mediator(s) in the city of Santa Clara, County of Santa Clara, State of California, at the time and place selected by the mediator(s). The mediator(s) shall select the time and place promptly and shall give party written notice of the time and place at least fifteen (15) days before the date selected. At the hearing, any relevant evidence may be presented by either party, and the formal rules of evidence applicable to judicial proceedings shall not govern. Evidence may be admitted or excluded in the sole discretion of the mediator(s). The mediator(s) shall hear and determine the matter and shall execute and acknowledge the award in writing and cause a copy of the writing to be delivered to each of the parties.
(e) The submission of a dispute to the mediator(s) and the rendering of a decision by the mediator(s) shall be a condition precedent to any right of legal action on the dispute.

A judgment confirming the award may be given by any Superior Court having jurisdiction, or that Court may vacate, modify, or correct the award in accordance with the prevailing provisions of the California Mediation Act.
(f) Each party shall bear their own cost(s) of mediation. (8) Binding Effect of Agreement.
(a) The OWNERS hereby subjects the Historic Property described in Exhibit "A" hereto to the covenants, reservations, and restrictions as set forth in this Agreement. CITY and OWNERS hereby declare their specific intent that the covenants, reservations, and restrictions as set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon the OWNERS successors and assigns in title or interest to the Historic Property. Each and every contract, deed, or other instrument hereinafter executed, covering, encumbering, or conveying the Historic Property, or any portion thereof, shall conclusively be held to have been executed, delivered, and accepted subject to the covenants, reservations, and restrictions expressed in this Agreement, regardless of whether such covenants, reservations, and restrictions are set forth in such contract, deed, or other instrument.

Historic Property Preservation Agreement/ 1458 Lexington Street Typed: October 2, 2025

(b) CITY and OWNERS hereby declare their understanding and intent that the burden of the covenants, reservations, and restrictions set forth herein touch and concern the land in that OWNERS’ legal interest in the Historic Property. (c) CITY and OWNERS hereby further declare their understanding and intent that the benefit of such covenants, reservations, and restrictions touch and concern the land by enhancing and maintaining the historic characteristics and significance of the Historic Property for the benefit of the CITY, public (which includes, but is not limited to the benefit to the public street generally located at 1458 Lexington Street), and OWNERS. (9) Notice.
(a) Any notice required to be given by the terms of this Agreement shall be provided at the address of the respective parties as specified below or at any other address as may be later specified by the parties hereto.

CITY: City of Santa Clara
Attn: City Clerk
1500 Warburton Avenue
Santa Clara, CA 95050
OWNERS: Rachel Law
1458 Lexington St,
Santa Clara, CA 95050
(b) Prior to entering a contract for sale of the Historic Property, OWNERS shall give thirty (30) days notice to the CITY and it shall be provided at the address of the respective parties as specified above or at any other address as may be later specified by the parties hereto. (10) No Partnership or Joint Enterprise Created. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the parties hereto and any of their heirs, successors, or assigns; nor shall such terms, provisions, or conditions cause them to be considered joint ventures or members of any joint enterprise. (11) Hold Harmless and Indemnification. To the extent permitted by law, OWNERS agree to protect, defend, hold harmless and indemnify CITY, its City Council, commissions, officers, agents, and employees from and against any claim, injury, liability, loss, cost, and/or expense or damage, however same may be caused, including all costs and reasonable attorney's fees in providing a defense to any claim arising there from for which OWNERS shall become legally liable arising from OWNERS’ acts, errors, or omissions with respect to or in any way connected with this Agreement.
(12) Attorneys' Fees. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may recover all reasonable attorney's fees to be fixed by the court, in addition to costs and other relief ordered by the court.
(13) Restrictive Covenants Binding. All of the agreements, rights, covenants, reservations, and restrictions contained in this Agreement shall be binding upon and shall inure to Historic Property Preservation Agreement/ 1458 Lexington Street Typed: October 2, 2025

the benefit of the parties herein, their heirs, successors, legal representatives, assigns and all persons acquiring any part or portion of the Historic Property, whether by operation of law or in any manner pursuant to this Agreement.
(14) Mills Act Historic Property Contract Application Requirements. An application for a Mills Act Historic Property Contract shall be made through the Planning Division and shall include the following:
a. a Historic Resources Inventory form;
b. the description of the preservation or restoration efforts to be undertaken as referenced in paragraph 3 (b) as Exhibit "D";
c. a statement of justification for the Mills Act Historic Property designation and reassessment; and,
d. the Mills Act Historic Property Contract filing fee pursuant to paragraph 17. (15) Mills Act Historic Property Contract Approval. Based upon the Historical and Landmarks Commission's ("Commission") review of the Mills Act Historic Property Contract criteria and recommendation to Council, and based upon the recommendation and approval by Council, a Mills Act Historic Property Contract may be entered into with OWNERS. The decision of the City Council shall be final and conclusive in the matter. (16) Recordation and Notice. No later than twenty (20) days after the parties execute and enter into this Agreement, the CITY shall cause this Agreement to be recorded in the office of the County Recorder of the County of Santa Clara.
(17) Fees. The Planning Department may collect such Mills Act Historic Property Contract application fee of $8,746 (eight thousand, seven hundred, and forty-six dollars), or other fees for the administration of this contract as are authorized from time to time by the City Council.

Such fees do not exceed the reasonable cost of providing the service for which these fees are charged. OWNERS shall pay the County Recorder's Office recordation fees for recordation of this Mills Act Historic Property Contract and the recordation of the OWNERS updated Historic Resources Inventory form.
(18) Ordinary Maintenance. Nothing in this contract shall be construed to prevent the ordinary maintenance or repair of any exterior architectural feature in or on any Historic Property covered by this contract that does not involve a change in design, material, or external appearance thereof, nor does this contract prevent the construction, reconstruction, alteration, restoration, demolition, or removal of any such external architectural feature when the Director of Planning and Inspection determines that such action is required for the public safety due to an unsafe or dangerous condition which cannot be rectified through the use of the California Historical Building Code and when such architectural feature can be replaced according to the Secretary of Interior's Standards.
(19) California Historical Building Code. The California Historical Building Code ("CHBC") provides alternative building regulations for the rehabilitation, preservation, restoration, or relocation of structures designated as Historic Properties. The CITY's building Historic Property Preservation Agreement/ 1458 Lexington Street Typed: October 2, 2025

permit procedure shall be utilized for any Historic Property which is subject to the provisions of this Agreement, except as otherwise provided in this Agreement or the CHBC. Nothing in this Agreement shall be deemed to prevent any fire, building, health, or safety official from enforcing laws, ordinances, rules, regulations, and standards to protect the health, safety, welfare, and property of the OWNERS or occupants of the Historic Property or the public. (20) Conservation Easements.
(a) Conservation easements on the facades of the Historical Property may be acquired by the CITY, or on the CITY's behalf, by a nonprofit group designated by the CITY through purchase, donation, or condemnation pursuant to California Civil Code Section 815. (b) The OWNERS, occupant, or other person in actual charge of the Historical Property shall keep in good repair all of the exterior portions of the Historic Property, and all interior portions thereof whose maintenance is necessary to prevent deterioration and decay of any exterior architectural feature.
(c) It shall be the duty of the Director of Planning and Building Inspection to enforce this section.
(21) Severability. If any section, sentence, clause, or phrase of this Agreement is, for any reason, held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, or by subsequent preemptive legislation, such decision shall not affect the validity and enforceability of the remaining provisions or portions of this Agreement. CITY and OWNERS hereby declare that they would have adopted this Agreement, and each section, sentence, clause, or phrase thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, or phrases may be declared invalid or unconstitutional. (22) Integrated Agreement - Totality of Agreement. This Agreement embodies the agreement between CITY and OWNERS and its terms and conditions. No other understanding, agreements, or conversations, or otherwise, with any officer, agent, or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Any such verbal agreement shall be considered as unofficial information and in no way binding upon CITY. (23) Captions. The captions of the various sections, paragraphs and subparagraphs are for convenience only and shall not be considered or referred to in resolving questions of interpretation.
(24) Statutes and Law Governing Contract. This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. (25) Amendments. This Agreement may be amended, in whole or in part, only by a written recorded instrument executed by the parties hereto.

Historic Property Preservation Agreement/ 1458 Lexington Street Typed: October 2, 2025

IN WITNESS WHEREOF, CITY and OWNERS have executed this Agreement on the day and year first written above.

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

PLANNING STAFF – CONFIRM SIGNATURE TITLES BY REVIEWING SIGNATURE BLOCKS UPDATED BY CITY ATTORNEY’S OFFICE LOCATED HERE: S:\Attorney\AGREEMENTS

REMOVE THIS DISCLAIMER AFTER AFFIXING CORRECT SIGNATURE TAGS GLEN R. GOOGINS
City Attorney
JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
________________________
Owners of _______________
By: _____________________________ By: _____________________________ _________________ _________________
_________________ _________________
_________________ _________________
“OWNERS”
Exhibits:

A – Property Description
B – Primary Record
C – Standards for Rehabilitation
D – Restoration Schedule
August 6, 2025
City of Santa Clara
Historical and Landmarks Commission
Re: Mills Act Application for 1458 Lexington Street
Dear Historical and Landmark Commissioners,
We are excited to apply for the Mills Act for our historic home at 1458 Lexington Street. We fell in love with both the community and the homes of the Old Quad neighborhood when we started renting here in 2021. The character of the historic homes appealed to us immensely; when we were ready to start looking for a home, we had a difficult time imagining ourselves anywhere else. Most of the offers we placed were within this neighborhood, and we were so thrilled when we closed on our current home. We are excited to be able to give this home the love and attention that it needs and intend to preserve its historic character. We would be grateful for the support that the Mills Act would provide us in our efforts should our application be accepted.

We appreciate your time in reviewing our application, including William Kostura’s historic evaluation that supports the historic significance of our home. Thank you for your consideration.

We look forward to working with you to preserve this home and neighborhood.

Sincerely,
Cameron Carty and Rachel Law
1458 Lexington Street
Santa Clara, CA 95050
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-1594 Agenda Date: 11/18/2025

REPORT TO COUNCIL

SUBJECT
Action on Agreement with NeoGov for the Human Resources’ Applicant Tracking System and Related Software Subscription Services

BACKGROUND
The City has utilized GovernmentJobs.com, Inc. (d/b/a/NeoGov, hereinafter “NeoGov”) since 2011 as its primary online platform for managing the entire recruitment life cycle. NeoGov provides an essential applicant tracking system that specializes in public sector recruitment processes. This specialized expertise significantly streamlines the hiring process while ensuring compliance with federal Equal Employment Opportunity requirements. NeoGov’s services include comprehensive tools for advertising current job openings to a wide pool of candidates, accepting and processing electronic applications, and facilitating communication and interview scheduling with candidates.

Currently, the City utilizes the recruitment module, Insight, in order to advertise jobs, collect applications, and communicate with candidates. In addition to the current modules in use, the City will be launching two (2) new NeoGov modules that offer targeted advertising based on a candidate’s related experience, and a performance appraisal and management module to facilitate an improved internal appraisal process for existing employees.

The City’s initial agreement with NeoGov was executed in 2011, with subsequent subscription renewals authorized via annual order forms. To ensure the continuity and security of these critical services, the City and NeoGov have collaboratively developed a new master agreement. This updated document is designed replace the outdated agreement template while accurately capturing the current scope of services and City’s required terms and conditions.

To formalize the current service arrangement and ensure uninterrupted access to secure to the NeoGov platform, this item presents for Council consideration approval of a new master agreement with NeoGov. This agreement incorporates updated terms and conditions and establishes clear, long -term annual pricing for existing and new services.

DISCUSSION
Pursuant to City Code Section 2.105.280(b)(2), which authorizes an exemption from standard procurement requirements for services necessary to ensure the continuous operation of an existing program, the new master agreement with NeoGov is designated as a single source purchase. The City’s hiring operation relies on NeoGov’s platform for every stage of recruitment. Transitioning to a new system would be highly disruptive and fiscally inefficient at this time, requiring substantial implementation costs, staff training, and complex data migration.

The new master agreement provides an opportunity for the City to improve services through new subscriptions while re-establishing terms and pricing and aligning all subscriptions onto the same City of Santa Clara Page 1 of 3 Printed on 11/14/2025
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25-1594 Agenda Date: 11/18/2025
renewal timeline. In addition to the current modules in use, the City will be launching two (2) new NeoGov modules that offer targeted advertising based on a candidate’s related experience, and a performance appraisal and management module to facilitate an improved internal appraisal process for existing employees.

With no interruption to current services, the new agreement will align all subscriptions to the fiscal year, with the new modules provided at a pro-rated rate for the period of December 1, 2025 to June 30, 2026. As of July 1, 2026 all module subscriptions will be available for a full 12-month term ending on June 30, 2027. Together, this 19-month period constitutes the initial term of the new agreement.

Pricing will remain fixed for the initial term of the agreement, after which the agreement will automatically renew up to five (5) successive twelve (12) month terms with price increases capped at no more than five percent (5%) from the previous year. Either party may elect not to renew a particular subscription by providing written notice to the other party at least thirty (30) days prior to the expiration of the then current term. The agreement will automatically terminate on June 30, 2032, unless extended by both parties through a formal written amendment. The table below details the costs for the initial term and the estimates costs for the five (5) auto-renewing terms, assuming the NeoGov implements five percent (5%) increases each year.

Term Term Dates Cost with max 5% increases
Initial Term 12/1/2025 - 6/30/2027 $152,344.64 (19-month term) Renewal Year 1 7/1/2027 - 6/30/2028 $102,308.57
Renewal Year 2 7/1/2028 - 6/30/2029 $107,423.99
Renewal Year 3 7/1/2029 - 6/30/2030 $112,795.19
Renewal Year 4 7/1/2030 - 6/30/2031 $118,434.95
Renewal Year 5 7/1/2031 - 6/30/2032 $124,356.70
Total$717,644.04

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

FISCAL IMPACT
The maximum compensation for the initial term of the agreement ending on June 30, 2027 is $152,344.64. The budget for these services was included as part of the FY 2025/26 and FY 2026/27 Operating Budget. Appropriations in future years as listed in the table above will be incorporated as part of the budget development process.

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25-1594 Agenda Date: 11/18/2025

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

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

RECOMMENDATION
Authorize the City Manager or designee to execute an agreement with NeoGov for an applicant tracking system and related software subscription services for an initial 19-month term ending on June 30, 2027 and five (5) subsequent auto-renewing terms (ending no later than June 30, 2032) with a maximum compensation not to exceed $152,344.64 for the initial term and $717,644.04 if all renewal terms are automatically renewed in a final form approved by the City Attorney and subject to the appropriation of funds.

Reviewed by: Marco Mercado, Acting Director of Human Resources Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. SaaS Services Agreement - NeoGov Services Between the City of Santa Clara and NeoGov City of Santa Clara Page 3 of 3 Printed on 11/14/2025
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1 SAAS SERVICES AGREEMENT- NEOGOV SERVICES AGREEMENT

BETWEEN THE CITY OF SANTA CLARA
AND
NEOGOV
V011025
This agreement (“Agreement”), effective __________ (“Effective Date”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) with its primary business address at 1500 Warburton Avenue, Santa Clara, California and GovernmentJobs.com, Inc. (d/b/a/ NEOGOV), a California corporation, with its principal place of business located at 2120 Park Place, Suite 100, El Segundo, CA 90245 (“NEOGOV”). City and NEOGOV may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.” City agrees that by placing an order through a NEOGOV standard ordering document, the terms of which shall be mutually agreed upon, such as an “Order Form”, “Service Order,” “Ordering Document,” “SOW” or other document mutually agreed by the parties detailing the services, pricing and subscription term (each, an “Order Form” for purposes of this Agreement), City agrees to follow and be bound by the terms and conditions set forth herein. “Governmentjobs.com”, “NEOGOV”, “we”, and “our” means Governmentjobs.com, Inc. (D/B/A/ NEOGOV), for and on behalf of itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (D/B/A/ PlanIT Schedule), and Design PD, LLC (D/B/A Agency360) (collectively, “NEOGOV”) and, where applicable, its other affiliates; “Customer”, “you”, “your” means the NEOGOV client, customer, and/or the subscriber identified in the Order Form. “Services Agreement” or the “Agreement” shall be used to collectively refer to this NEOGOV Services Agreement, documents incorporated herein including the applicable Order Form, each Addendum (as applicable), and Special Conditions (if any). “Addendum” means each Addendum set forth as an Exhibit hereto made a part of this Agreement. “Special Conditions” means individually negotiated variations, amendments and/or additions to this Service Agreement of which are either drafted, or incorporated by reference, into the Order Form.

1. Provision of Services. Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with access to its SaaS Applications and Professional Services (each defined below) included or ordered by Customer in the applicable Order Form (collectively referred to as the “Services”). In addition, to the extent NEOGOV provides Customer with access to additional NEOGOV software in order to access Customer Data (as defined below) or otherwise enhance product implementation or functionality, Customer’s use of such software will be deemed to be part of the Services and the terms and conditions of this Agreement shall apply. Customer hereby acknowledges and agrees that NEOGOV’s provision and performance of, and Customer’s access to, the Services is dependent and conditioned upon Customer’s full performance of its duties, obligations and responsibilities hereunder.

The Agreement is the entire agreement between the Customer and NEOGOV with respect to the Services and Customer performance, and supersedes all prior or contemporaneous negotiations, representations, warranties, with respect thereto.

2. SaaS Subscription.
a) Subscription Grant. “SaaS Applications” means each proprietary NEOGOV web-based softwareas-a-service application that may be set forth on an Order Form and subsequently made available by NEOGOV to Customer, and associated components as described in any written service Docusign Envelope ID: DDAD26B0-CE7E-45D7-B022-615E744E6F1E NEOGOV™ P<!>werDMS
Digital Management Software

A NEOGOV-,
2 specifications made available to Customer by NEOGOV (the “Service Specifications”). Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, NEOGOV hereby grants to Customer a limited, non-exclusive, nontransferable, and non-sublicensable right to (i) onboard, access and use, and to permit Authorized Users to onboard, access and use, the SaaS Applications specified in Exhibit C, “Order Form” solely for Customer’s internal, non-commercial purposes; (ii) generate, print, and download Customer Data as may result from any access to or use of the SaaS Applications; and (iii) train Authorized Users in uses of the SaaS Applications permitted hereunder (these rights shall collectively be referred to as the “SaaS Subscription”). “Authorized Users” means (1) Customer employees, agents, contractors, consultants, and applicants (“Personnel”) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Services Agreement and (2) for whom access to the Services has been purchased hereunder. You shall not exceed the usage limits (if any) as detailed in the user tier in the applicable Order Form.

You may not access the SaaS Applications if you are a direct competitor of NEOGOV or its affiliates. In addition, you may not access the SaaS Applications for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes.

You shall be responsible for each Authorized User’s access to and use of the SaaS Applications and compliance with applicable terms and conditions of this Agreement. b) Subscription Term. SaaS Subscriptions shall commence on the Start Date listed in Exhibit C (Order Form) and remain in effect until June 30, 2027, , unless terminated earlier in accordance with this Agreement (the “Initial Term”). Thereafter, SaaS Subscriptions shall automatically renew for up to five (5) successive twelve (12) month terms (each a “Renewal Term” and together with the Initial Term, collectively, the “Term”) unless a party delivers to the other party, at least thirty (30) days prior to the expiration of the Initial Term or the applicable Renewal Term, written notice of such party’s intention to not renew the SaaS Subscriptions, or unless terminated earlier in accordance with this Agreement. Upon completion of the fifth (5th) twelve (12) month Renewal Term, on or around June 30, 2032 this Agreement will automatically terminate, unless extended by both parties through a written amendment to this Agreement.
c) The Term for the Services is a continuous and non-divisible commitment for the full duration regardless of any invoice schedule. The purchase of any Service is separate from any other order for any other Service. Customer may purchase certain Services independently of other Services.

Your obligation to pay for any Service is not contingent on performance of any other Service or delivery of any other Service.
d) NEOGOV subscription fees shall not increase by more than 5% from the previous Term for the first five (5) Renewal Terms after execution of this Agreement. Upon completion of the fifth twelve (12) month Renewal Term, annual increases will be specified through a written amendment to this Agreement, mutually agreed upon by both NeoGov and Customer.

3. Customer Responsibilities.
a) Managing the Subscription. Customer may use the Service in a manner consistent with the terms of this Agreement. Customer will provide NEOGOV all information needed to process the Order Form to activate the subscription and provision the Service to the Customer. b) Managing Authorized Users. Customer is responsible for managing the Authorized Users on its account on the Service.

Docusign Envelope ID: DDAD26B0-CE7E-45D7-B022-615E744E6F1E NEOGOV™ P<!>werDMS
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A NEOGOV-,
3 i) Invitations and Permissions. Customer is responsible for determining which persons to invite to join the Customer’s
account on the Service and for all actions by Authorized Users on Customer’s account on the Service. Customer is solely in control of the individual permissions on the Customer’s account. ii) Customer Obligations. Customer must: (A) obtain any rights, permissions, or consents that are necessary for the Authorized User’s lawful use of Customer Data and the operation of the Service; (B) ensure that the transfer and processing of Customer Data under the Agreement is lawful; and (C) respond to and resolve any dispute with an Authorized User relating to or based on Customer Data, the Service, or Customer’s failure to fulfill its obligations under the Agreement or applicable law. Customer will not, and will ensure its Authorized Users do not (a) make any of the Services available to anyone other than Authorized Users or use any Services for the benefit of anyone other than Customer and its Authorized Users, unless otherwise agreed in writing by the parties, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any of the Services, or include any of the Services in a service bureau or outsourcing offering, unless otherwise agreed in writing by the parties, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of the privacy rights, publicity rights, copyright rights, or other rights of any person or entity, (d) use the Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses, (e) interfere with or disrupt the integrity or performance of the Services (including, without limitation, activities such as security penetration tests, stress tests, and spamming activity), (f) attempt to gain unauthorized access to the Services or its related systems or networks, (g) disassemble, reverse engineer, or decompile the Services, or modify, copy, or create derivative works based on the Services or any part, feature, function or user interface thereof, (h) remove the copyright, trademark, or any other proprietary rights or notices included within NEOGOV Intellectual Property and on and in any documentation or training materials, or (i) use the Services in a manner which violates the terms of this Agreement, any Order Form or any applicable laws.

4. Professional Services. “Professional Services” shall mean professional services purchased by Customer as detailed in an applicable Order Form or NEOGOV Scope of Work (SOW), containing mutually agreed upon terms, describing the work to be performed, fees, and any applicable milestones, dependencies, and other technical specifications or related information. Professional Services include training, set-up, implementation, and best practices of and concerning the SaaS Applications.

Professional Services are subject to the terms of the Professional Services Addendum made available on the NEOGOV Site and made a part hereof , a copy of which is attached hereto as Exhibit D,and may be subject to additional terms pursuant to a SOW and Service Specifications describing, if applicable, the work to be performed, fees, and any applicable milestones, dependencies, and other technical specifications or related information, based on mutually agreed upon terms. Any additional Order Forms or SOWs for additional Professional Services not listed in this Agreement must be based on mutually agreed upon terms and authorized through a written amendment to this Agreement or execution of a separate agreement before NEOGOV shall commence work.

5. Payment Terms.
a) Fees. Customer shall pay all Subscription, Onboarding and Set-Up fees (“Subscription Fees”) and Professional Service fees (“Professional Service Fees”, collectively the “Fees”) as set forth in an Order Form containing mutually agreed upon terms, within thirty (30) days of the date of NEOGOV’s invoice. Fees shall be invoiced annually in advance and in a single invoice for each Docusign Envelope ID: DDAD26B0-CE7E-45D7-B022-615E744E6F1E NEOGOV™ P<!>werDMS
Digital Management Software

A NEOGOV-,
4 Term. Unless explicitly stated otherwise in an Order Form, all payments due under an Order Form are expressed in and shall be paid in U.S. dollars. Invoices shall be delivered to the stated “Bill To” party on the Order Form. Unless explicitly provided otherwise, including the exceptions listed in Section 6(b), once placed the Order Form is non-cancellable and sums paid nonrefundable. Any invoiced amount that is not received by NEOGOV when due as set forth in an Order Form will be subject to a late payment fee of 1.5% per month or the maximum rate permitted by law, whichever is lower. If any amount owing by Customer is more than 30 days overdue, NEOGOV may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full. If Subscription Fees are based upon the Authorized User or employee count as may be specified in an Order Form, Customer shall owe NEOGOV supplemental Subscription Fees to the extent Customer exceeds the number of Authorized Users or employees set forth in the Order Form. b) Taxes. Customer will pay all taxes, duties and levies imposed by all federal, state, and local authorities (including, without limitation, export, sales, use, excise, and value-added taxes) based on the transactions or payments under this Agreement, except those taxes imposed or based on NEOGOV’s net income or those exempt by applicable state law. Customer shall provide NEOGOV with a certificate or other evidence of such exemption within ten (10) days after the Effective Date of this Agreement and thereafter upon NEOGOV’s request therefor. c) Purchase Orders. Any reference to a purchase order in an Order Form or any associated invoice is solely for Customer's convenience in record keeping, and no such reference or any delivery of services to Customer following receipt of any purchase order shall be deemed an acknowledgement of or an agreement to any terms or conditions referenced or included in any such purchase order. If a purchase order is delivered by Customer in connection with the purchase of Services, none of the terms and conditions contained in such purchase order shall have any effect or modify or supersede the terms and conditions of this Agreement. NEOGOV’s failure to object to terms contained in any such purchase order shall not be a waiver of the terms set forth in this provision or in this Agreement.

6. Term and Termination.
a) Term. This Agreement shall commence on the Effective Date and shall remain in effect until all SaaS Subscriptions have expired and/or both parties have achieved full performance of Professional Services, unless it is terminated earlier in accordance with this Agreement. b) Termination for Cause; Effect of Termination. Either Party may terminate this Agreement immediately if the other is in material breach of this Agreement and such breach is not cured within thirty (30) days following non-breaching party’s written specification of the breach. If this Agreement is terminated due to NEOGOV’s uncured material breach of its obligations under this Agreement, Customer shall be provided a prorated refund of fees paid by the Customer for the unused months remaining of the then current annual Term. c) NEOGOV may suspend the Services or terminate this Agreement immediately in the event the Services or Customer’s use of the Services provided hereunder pose a security risk to the Services, NEOGOV or any third party, or become illegal or contrary to any applicable law, rule, regulation, or public policy. Upon expiration or any termination of this Agreement, Customer shall cease all use and refrain from all further use of the Services and other NEOGOV Intellectual Property.

Additionally, Customer shall be obligated to pay, as of the effective date of such expiration or termination, all amounts due and unpaid to NEOGOV under this Agreement. Unless otherwise Docusign Envelope ID: DDAD26B0-CE7E-45D7-B022-615E744E6F1E NEOGOV™ P<!>werDMS
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A NEOGOV-,
5 specified, following 90 days after expiration or termination of the Agreement NEOGOV may remove Customer Data from NEOGOV Services and without Customer consent or notice.

7. Audit Rights. Upon reasonable notice, NEOGOV or its agent shall have the right to require Customer provide records relating to its compliance with this Agreement. Customer shall cooperate fully with such requests to verify Customer payments and accounting concerning Customer obligations under this Agreement . If any audit conducted under this Section indicates that any amount due to NEOGOV was underpaid, Customer shall within three (3) business days pay to NEOGOV the amount due. All expenses associated with any such audit shall be paid by NEOGOV.

8. Maintenance; Modifications; Support Services.
a) Maintenance, Updates, Upgrades. NEOGOV maintains NEOGOV’s hardware and software infrastructure for the Services and is responsible for maintaining the NEOGOV server operation and NEOGOV database security. NEOGOV may in its sole discretion, periodically modify, Update, and Upgrade the features, components, and functionality of the Services during the Term. “Update” means any update, bug fix, patch or correction of the Services or underlying NEOGOV software that NEOGOV makes generally available to its customers of the same module, excluding Upgrades. Updates are automatic and available upon Customer’s next login to the Services following an Update at no additional cost to Customer. “Upgrade” means any update of the Services or underlying NEOGOV software such as platform updates, and major product enhancements and/or new features that NEOGOV makes commercially available. NEOGOV shall have no obligation to provide Upgrades to customers. NEOGOV shall have no liability for, or any obligations to, investments in, or modifications to Customer’s hardware, systems or other software which may be necessary to use or access the Services due to a modification, Update, or Upgrade of the Services.
b) Program Documentation; Training Materials. “Program Documentation” shall mean all user guides, training, and implementation material, and Service descriptions provided by NEOGOV to Customer in connection with the Services. NEOGOV hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use, print, and distribute internally via non-public platforms, the Program Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services. Primary training of NEOGOV Services is conducted by self-review of online materials. NEOGOV’s pre-built, online training consists of a series of tutorials to introduce the standard features and functions (the “Training Materials”). The Training Materials may be used as reference material by Customer Personnel conducting day-today activities. c) Implementation. For Services requiring implementation, NEOGOV implementation supplements the Training Materials and is conducted off-site unless otherwise agreed in the Order Form. For an additional fee as detailed on an applicable Order Form, NEOGOV personnel will provide consultation on best practices for setting up the Services, answer Customer questions during the implementation period, and use commercially reasonable efforts to ensure Authorized User Admins grasp the system. The length of the implementation time is dependent on the type of Service and the Customer’s responsiveness. NEOGOV is not responsible or liable for any delay or failure to perform implementation caused in whole or in part by Customer's delay in performing its obligations hereunder and, in the event of any such delay, NEOGOV may, in its sole discretion, extend all performance dates as NEOGOV deems reasonably necessary.

Docusign Envelope ID: DDAD26B0-CE7E-45D7-B022-615E744E6F1E NEOGOV™ P<!>werDMS
Digital Management Software

A NEOGOV-,
6 d) Support. Phone support for the Services is available to Customer Monday through Friday, excluding NEOGOV holidays. Customer may submit a request for online support for the Services 24 hours a day, seven days a week, and the NEOGOV support desk will acknowledge receipt of the request within a reasonable time. The length of time for a resolution of any problem is dependent on the type of case. Support is detailed further in the NEOGOV Service Level Warranties attached hereto as Exhibit E.
e) Limitations. Excluding those Maintenance, Modification and Support Services listed in Section 8(a), 8(b), 8(c), and 8(d), and unless otherwise specified in the Order Form, this Agreement does not obligate NEOGOV to render any maintenance or support services that are not expressly provided herein, including, but not limited to data uploads, manual data entry, migration services, data conversion, refinement, purification, reformatting, SQL dump, or process consultation.

9. NEOGOV Intellectual Property Rights.
a) NEOGOV shall exclusively own all right, title and interest in and to all pre-existing and future intellectual property developed or delivered by NEOGOV including all Services, products, systems, software (including any source code or object code) or Service Specifications related thereto, Updates or Upgrades, trademarks, service marks, logos and other distinctive brand features of NEOGOV and all proprietary rights embodied therein (collectively, the “NEOGOV Intellectual Property”). This Agreement does not convey or transfer title or ownership of the NEOGOV Intellectual Property to Customer or any of its users. All rights not expressly granted herein are reserved by NEOGOV. Other than recommendation use or as required by law, all use of NEOGOV trademarks must be pre-approved by NEOGOV prior to use. Trademarks shall include any word, name, symbol, color, designation or device, or any combination thereof that functions as a source identifier, including any trademark, trade dress, service mark, trade name, logo, design mark, or domain name, whether or not registered.
b) Customer may, but is not obligated to, provide NEOGOV with suggestions, ideas, enhancement requests, or other feedback (“Feedback”). If Customer provides any such Feedback to NEOGOV, Customer hereby grants NEOGOV a nonexclusive, perpetual, irrevocable, royalty-free license to use all Feedback for any purpose. Feedback is provided to NEOGOV on an “as-is” basis without warranties of any kind.

10. Data Processing and Privacy.
a) Customer Data. “Customer Data” shall mean all data that is owned or developed by Customer, whether provided to NEOGOV by Customer or provided by a third party to NEOGOV in connection with NEOGOV’s provision of Services to Customer, including Personnel data collected, loaded into, or located in Customer data files maintained by NEOGOV. NEOGOV Intellectual Property, including but not limited to the Services and all derivative works thereof, NEOGOV Confidential Information, and Platform Data do not fall within the meaning of the term “Customer Data”. Customer exclusively owns all right, title, and interest in and to all Customer Data. Customer grants NEOGOV a license to host, use, process, display, create non-personal derivative works of, and transmit Customer Data to provide the Services. NEOGOV will not use Customer Data for any purpose other than the provision of Services. NEOGOV reserves the right to delete or disable Customer Data stored, transmitted or published by Customer using the Services upon receipt of a bona fide notification that such content infringes upon the intellectual property rights of others, or if NEOGOV otherwise reasonably believes any such content is in violation of this Agreement. NEOGOV is responsible for maintaining a backup of Customer Data and for an Docusign Envelope ID: DDAD26B0-CE7E-45D7-B022-615E744E6F1E NEOGOV™ P<!>werDMS
Digital Management Software

A NEOGOV-,
7 orderly and timely recovery of such data in the event of data corruption or interruption of the services provided hereunder. NEOGOV shall maintain a contemporaneous backup of Customer Data that can be recovered within the requirements in this Agreement and maintaining the security of Customer Data as further described herein. NEOGOV’s backup of Customer Data shall not be considered in calculating storage used by Customer.
b) Platform Data. “Platform Data” shall mean any anonymized data reflecting the access to or use of the Services by or on behalf of Customer or any user, including statistical or other analysis and performance information related to the provision and operation of the Services including any end user visit, session, impression, clickthrough or click stream data, as well as log, device, transaction data, or other analysis, information, or data based on or derived from any of the foregoing.

NEOGOV shall exclusively own all right, title and interest in and to all Platform Data. Customer acknowledges NEOGOV may compile Platform Data based on Customer Data input into the Services. Customer agrees that NEOGOV may use Platform Data to the extent and in the manner permitted under applicable law. Such anonymized data neither identifies Customer or its users, or Personnel data collected, nor can Customer, Personnel data, or any Customer’s users identities be derived from such data.
c) Data Processing Agreement. The parties agree that the terms of the NEOGOV Data Processing Addendum (“DPA”) made available on the NEOGOV Site is hereby incorporated herein by reference and made part of this Agreement and governs NEOGOV's processing of any data NEOGOV gains access to at any time in connection with this Agreement which contains personally identifiable information. NEOGOV agrees to maintain all licenses required by state, federal, and local laws and regulatory agencies, and comply with all applicable state and federal laws, rules and regulations, as they now exist or may hereafter be amended or changed in the performance of its obligations and provision of Services under this Agreement, including but not limited to, privacy and non-discrimination laws.
d) Data Responsibilities.
i) NEOGOV will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Customer Data and data containing personally identifiable information. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data, Personnel data, and any personal identifiable data by NEOGOV personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by applicable law, or (c) as Customer expressly permits in writing. Customer acknowledges and agrees that it is commercially reasonable for NEOGOV to rely upon the security processes and measures utilized by NEOGOV’s cloud infrastructure providers. NEOGOV will at all times ensure that NEOGOC’s cloud infrastructure providers maintain compliance with industry security standards, such as SOC 2 Type II, FedRAMP, or equivalent. NEOGOV will provide the City with a copy of current security compliance reports upon request by the City. ii) Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data, including but not limited to compliance with applicable laws. NEOGOV will have no responsibility or liability for the accuracy of the Customer Data prior to receipt of such data into the Services. Without limiting the foregoing, Customer shall be solely responsible for and shall comply with all applicable laws and regulations relating to (a) the accuracy and completeness of all information input, submitted, or uploaded to the Services, (b) the privacy of users of the Services, including, without limitation, providing appropriate notices Docusign Envelope ID: DDAD26B0-CE7E-45D7-B022-615E744E6F1E NEOGOV™ P<!>werDMS
Digital Management Software

A NEOGOV-,
8 to and obtaining appropriate consents from any individuals to whom Customer Data relates; and (c) the collection, use, modification, alteration, extraction, retention, copying, external storage, disclosure, transfer, disposal, and other processing of any Customer Data. NEOGOV is not responsible for lost data caused by the action or inaction of Customer or Authorized Users. Unless otherwise mutually agreed in writing, Customer shall not maintain any financial, health, payment card, or similarly sensitive data that imposes specific data security or data protection obligations within the Services. Customer shall provide and institute all appropriate tools and procedures required to ensure the security of its own information system and, more specifically, to prevent, detect and destroy the occurrence of any viruses. e) Breach Notice. NEOGOV will notify Customer of unauthorized access to, or unauthorized use, loss or disclosure of Customer Data within its custody and control (a “Security Breach”) within 72 hours of NEOGOV’s confirmation of the nature and extent of the same or when required by applicable law, whichever is earlier. Each party will reasonably cooperate with the other with respect to the investigation and resolution of any Security Breach. If applicable law or Customer’s policies require notification of its Authorized Users or others of the Security Breach, Customer shall be responsible for such notification.
f) Data Export, Retention and Destruction. Customer may export or delete Customer Data from the Services at any time during a Subscription Term, using the existing features and functionality of the Services. Customer is solely responsible for its data retention obligations with respect to Customer Data. If and to the extent Customer cannot export or delete Customer Data stored on NEOGOV’s systems using the then existing features and functionality of the Services, NEOGOV will, upon Customer's written request, make the Customer Data available for export in CSV or XML format by Customer or destroy the Customer Data. If Customer requires the Customer Data to be exported in a different format than provided by NEOGOV, such additional services will be subject to a separate agreement on a time and materials basis. Except as otherwise required by applicable law, NEOGOV will have no obligation to maintain or provide any Customer Data more than ninety (90) days after the expiration or termination of this Agreement. Customer acknowledges that it is solely responsible for determining any retention requirements with respect to the Customer Data as required by applicable law and NEOGOV disclaims all liability in connection with such determination. In addition, to the extent Customer requests that NEOGOV retain Customer Data beyond the expiration of the retention period required by applicable law, rule or regulation, NEOGOV disclaims all liability in connection with retaining such Customer Data including but not limited to any claims related to loss or destruction of such Customer Data.

11. Third Party Services. The Services may permit Customer and its Authorized Users to access services or content provided by third parties through the Services (“Third Party Services”). Customer agrees that NEOGOV is not the original source and shall not be liable for any inaccuracies contained in any content provided in any of the Third Party Services. NEOGOV makes no representations, warranties or guarantees with respect to the Third Party Services or any content contained therein. NEOGOV may discontinue access to any Third Party Services through the Services if the relevant agreement with the applicable third party no longer permits NEOGOV to provide such access. Notwithstanding Section 5(a), if loss of access to any Third Party Services (to which Customer has a subscription under this Agreement) occurs during a Subscription Term, NEOGOV will refund to Customer any prepaid fees for such Third Party Services covering the remainder of the Subscription Term.

12. Nondisclosure.

Docusign Envelope ID: DDAD26B0-CE7E-45D7-B022-615E744E6F1E NEOGOV™ P<!>werDMS
Digital Management Software

A NEOGOV-,
9 a) Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer's Confidential Information includes its Customer Data. NEOGOV Confidential Information includes the NEOGOV Intellectual Property and the Services. The Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party. b) Obligations. The Receiving Party will: (i) use the same degree of care it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not less protective of the Confidential Information than those herein.
c) Exceptions. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, and in compliance with the California Public Records Act and the Ralph M. Brown Act. The Receiving Party shall not withhold and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

Notwithstanding Section 12 herein, the Parties understand and acknowledge Customer is required to comply with federal, state, and local laws.

13. Equitable Relief. In the event of breach of the provisions of Section 12, prior to initiating legal proceedings, the Disclosing Party agrees to engage in good faith mediation with the Receiving Party, to be completed within sixty (60) days. The cost of mediation shall be borne by both Parties. The liability of the Receiving Party shall be limited to direct damages only. Under no circumstances shall the Receiving Party be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, business interruption, or loss of business opportunity, even if advised of the possibility of such damages. The parties agree that notwithstanding the foregoing, either party may seek equitable relief to safeguard its data or business operation without resorting to dispute resolution or mediation and any such action taken in good faith shall not be deemed a breach of this Agreement.

14. Representations, Warranties, and Disclaimers.
a) Mutual Representations. Each party represents and warrants to the other party that (i) it has full power and authority under all relevant laws and regulations and is duly authorized to enter into this Agreement; and (ii) to its knowledge, the execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.

Docusign Envelope ID: DDAD26B0-CE7E-45D7-B022-615E744E6F1E NEOGOV™ P<!>werDMS
Digital Management Software

A NEOGOV-,
10 b) Additional Customer Representations and Warranties. Customer hereby represents and warrants to NEOGOV that: (1)
Customer and Authorized Users have all necessary rights and authority to upload Customer Data to the Service without violating any third party’s proprietary or privacy rights, including intellectual property rights; (2) Customer Data does not contain any viruses, worms, Trojan horses, or other harmful or destructive code or content; and (3) Customer will use the Service in compliance with all laws, rules, regulations, and this Agreement.
c) Service Performance Warranty. NEOGOV warrants that it provides the Services using a commercially reasonable level of care and skill and in a professional manner in accordance with generally recognized industry standards for similar services. d) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS

WARRANTY SECTION, THE SERVICES AND ANY OTHER INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND CUSTOMER’S USE OF THE SERVICES IS AT ITS OWN RISK. NEOGOV DOES NOT MAKE, AND HEREBY

DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES,

INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS

FOR A PARTICULAR PURPOSE, , AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEOGOV DOES NOT WARRANT THAT

THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE,

OR THAT ANY ERROR WILL BE CORRECTED, TO THE EXTENT PERMITTED BY APPLICABLE LAW BY NEOGOV.
e) Disclaimer of Actions Caused by and/or Under the Control of Third Parties. NEOGOV DOES

NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE NEOGOV SYSTEM AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN

LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER’S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH NEOGOV WILL USE

COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS

APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NEOGOV CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, NEOGOV

DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS OR WITH RESPECT TO ANY THIRD PARTY SERVICES.
f) No Medical Advice. Through certain Services, NEOGOV may make certain telehealth related information available to Customer and/or facilitate user access to telemedicine, expert medical services, and/or emergency medical services. NEOGOV is independent from healthcare providers who provide telemedicine services and is not responsible for such healthcare providers’ acts, omissions or for any content or communications made by them. The Services do not provide medical advice and do not create a healthcare provider/patient relationship between Customer and NEOGOV or otherwise. Any Services, or content accessed from the Services, are for informational purposes only and do not constitute medical advice. Customer should seek professional medical advice, diagnosis, and/or treatment for any and all medical conditions, whether as a result of using Services or otherwise. NEOGOV IS NOT RESPONSIBLE OR LIABLE FOR ANY ADVICE,

COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER TREATMENT OR

INFORMATION THAT CUSTOMER OR ITS USERS MAY OBTAIN THROUGH THE USE OF THE SERVICES.

Docusign Envelope ID: DDAD26B0-CE7E-45D7-B022-615E744E6F1E NEOGOV™ P<!>werDMS
Digital Management Software

A NEOGOV-,
11 15. Indemnification.
a) Customer Indemnity. To the extent permitted by applicable law, Customer will defend and indemnify NEOGOV from and against any claim, demand, suit or proceeding made or brought against NEOGOV (i) by a third party alleging that any Customer Data infringes or misappropriates such third party's intellectual property rights, (ii) in connection with Customer's violation of any applicable laws, or (iii) any claim or allegation by any third party resulting from or related to Customer's or any of its Authorized User's breach of Customer Responsibilities (Section 3 of this Agreement).
b) NEOGOV Indemnity. To the fullest extent permitted by law, NEOGOV shall hold defend and indemnify at its own expense the Customer and its officers, officials, employees, agents, and volunteers against claims related to the violation of applicable law, employment, bodily injury, death, personal injury, or tangible property damages related to negligence or willful conduct, including losses, damages, or expenses, including reasonable attorney's fees, arising from all acts or omissions of NEOGOV or its employees in rendering services under this Agreement: excluding, however. such liability, claims, losses, damages, or expenses arising from the City's sole negligence or willful acts.

The defense and indemnification obligations of this agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this agreement. NEOGOV's responsibility for such defense and indemnity obligations shall survive the termination or completion of this agreement. For avoidance of doubt, the provisions of Section 17 (Limitations of Liability) of this Agreement are not intended to be abrogated or modified by the foregoing provisions of this Section 15.b. NEOGOV's indemnity does not extend to any loss arising from (i) the negligence or willful misconduct of any of the indemnified parties; (ii) third-party materials or Data; (iii) access to or use of the NEOGOV's materials in combination with any hardware, system, software, network, or other materials or service not provided by NEOGOV or specified for Customer's use in the Documentation; (iv) modification of the NEOGOV's Materials other than by or on behalf of NEOGOV, or with NEOGOV's written approval in accordance with NEOGOV's written specification; or (v) failure to timely implement any modifications, upgrades, replacements, or enhancements. This section sets forth Customer’s sole remedies and NEOGOV’s sole liability and obligation for any actual, threatened, or alleged claims. For the avoidance of doubt, the indemnification obligations in this Agreement apply only to claims brought by persons or entities other than the parties and their affiliates and do not apply to claims exclusively between the parties or their affiliates (which are addressed elsewhere in this Agreement). i) Alternative Resolution. If NEOGOV believes or it is determined that any of the Services may have violated a third party’s intellectual property rights, NEOGOV may choose to either modify the Services to be non-infringing or obtain a license to allow for continued use.

Notwithstanding Section 5(a), if these alternatives are not commercially reasonable, NEOGOV may end the subscription or license for the Services and refund a pro-rata portion of any fees covering the whole months that would have remained, absent such early termination, following the effective date of such early termination.
ii) No Duty to Indemnify. NEOGOV will not indemnify Customer if Customer alters the Service or Service Specifications, or uses it outside the scope of use or if Customer uses a version of the Service or Service Specifications which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Services or Service Specifications which was provided to Customer, or if the Customer continues to use the infringing material after the subscription expires. NEOGOV will not indemnify the Customer Docusign Envelope ID: DDAD26B0-CE7E-45D7-B022-615E744E6F1E NEOGOV™ P<!>werDMS
Digital Management Software

A NEOGOV-,
12 to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by NEOGOV. NEOGOV will not indemnify Customer for any portion of an infringement claim that is based upon the combination of Service or Service Specifications with any products or services not provided by NEOGOV. NEOGOV will not indemnify Customer for infringement caused by Customer’s actions against any third party if the Services as delivered to Customer and used in accordance with the terms of the Agreement would not otherwise infringe any third-party intellectual property rights.
iii) Exclusive Remedy. This Section provides the exclusive remedy for any intellectual property infringement claims or damages.
c) Indemnification Procedures. In order to receive the indemnities described hereunder, the indemnified party must: (i) promptly notify the indemnifying party, in writing, of any claim; (ii) cooperate reasonably with indemnifying party, at the indemnifying party’s expense, in the defense and/or settlement thereof; and (iii) allow the indemnifying party to control the defense and/or settlement thereof except that the indemnifying party may not, without the indemnified party’s prior written consent, enter into any settlement that does not unconditionally release the indemnified party from liability. The indemnified party shall have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense, provided that ultimate control of such defense shall remain solely with the indemnifying party.

16. Insurance Requirements
During the term of this Agreement, and for any time period set forth in Exhibit F, NEOGOV shall provide and maintain in full force and effect, at no cost to Customer, insurance policies as set forth in Exhibit F.

17. Limitations of Liability.
a) EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE

LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION

WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR

EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, INCLUDING FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA,; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY OR PROFIT, OR LOSS OF REPUTATION; OR (f) CONSEQUENTIAL,

INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE

DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE

POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE

OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
b) CAP ON MONETARY LIABILITY. EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY

WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED, OR CUSTOMER'S

OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT, THE TOTAL

AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS AGAINST Docusign Envelope ID: DDAD26B0-CE7E-45D7-B022-615E744E6F1E NEOGOV™ P<!>werDMS
Digital Management Software

A NEOGOV-,
13 THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING UNDER OR

RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED:
(I) FOR NEOGOV’S BREACH OF ITS DATA SECURITY AND PRIVACY OBLIGATIONS UNDER SECTION 10 OR NEOGOV’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15.b, FIVE TIMES (5X) THE AMOUNT OF ALL PAYMENTS ACTUALLY

RECEIVED BY NEOGOV FROM CUSTOMER IN CONNECTION WITH THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE DATE OF THE EVENT INITIALLY GIVING RISE TO SUCH LIABILITY; AND (II) FOR ALL OTHER CLAIMS, TWO (2) TIMES THE

AMOUNT OF ALL PAYMENTS ACTUALLY RECEIVED BY NEOGOV FROM CUSTOMER IN CONNECTION WITH THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE DATE OF THE EVENT INITIALLY GIVING RISE TO SUCH LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT.

18. Reimbursement of Costs in Third Party Litigation. With respect to any litigation or other court proceeding involving Customer and a third party, if any subpoena or other legally binding request related to such litigation or court proceeding is served to NEOGOV by Customer requesting copies of documents maintained by NEOGOV or otherwise requesting NEOGOV to appear as a witness in any capacity or provide testimony with respect to Customer’s documentation, Customer shall reimburse NEOGOV statutory fees.

19. EOL Products. NEOGOV may, in its discretion, at certain times elect to discontinue development, distribution and/or support of any Service or any elements or versions of any Service, and thereby designate such Service or elements or versions as end of life (“EOL”). In the event that NEOGOV elects to announce EOL for any Service, NEOGOV will provide six (6) months prior notice.

Customer will have a period of six (6) months after receipt of such notice to upgrade to the last commercially available (non-EOL) version of the Service, at no cost to CUSTOMER if applicable, or otherwise following the expiration of such six (6) month period, the Service shall be deemed terminated without penalty and a pro rata refund shall be provided to Customer for the remaining term of the Service. During the 6-month notice period, Customer may continue exercising all of the rights set forth in this Agreement with respect to such EOL Service.

20. Text Message Communications. To the extent Customer utilizes text messaging features to communicate with NEOGOV concerning the terms of this Agreement, Parties agree that NEOGOV shall not be responsible for Customer use of such features. NEOGOV MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO: (a) THE AVAILABILITY OF TELECOMMUNICATION SERVICES; (b) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (c)

ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS, OR SETTINGS CONNECTED WITH THE SERVICES.

21. Publicity. Unless otherwise provided in the applicable Order Form, NEOGOV may identify Customer as one of its customers, after securing Customer’s written consent.

22. Force Majeure. In addition to any specific provisions of this Agreement, performance of obligations hereunder shall be excused and the term of this Agreement shall be extended during any period of delay caused at any time by reason of: floods, earthquakes, fires or similar catastrophes; wars, riots or similar hostilities; strikes and other labor difficulties beyond the Party’s reasonable control; the enactment of new laws or restrictions imposed by other governmental or quasi-governmental entities preventing this Agreement from being implemented; or litigation involving this Agreement, which Docusign Envelope ID: DDAD26B0-CE7E-45D7-B022-615E744E6F1E NEOGOV™ P<!>werDMS
Digital Management Software

A NEOGOV-,
14 delays any activity contemplated hereunder, unless such action is brought by NEOGOV. Customer and NEOGOV shall promptly notify the other Party of any delay hereunder as soon as possible after the delay has been, or should have been, known.

23. Independent Contractor; No Third Party Beneficiary; Fulfillment Partners. The relationship of the parties shall be deemed to be that of an independent contractor and nothing contained herein shall be deemed to constitute an employment relationship, a partnership between or a joint venture by the parties hereto or constitute either party the employee or agent of the other, or joint employers of NEOGOV’s employees, subcontractors, or affiliates. Customer acknowledges that nothing in this Agreement gives Customer the right to bind or commit NEOGOV to any agreements with any third parties. This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or not. NEOGOV may designate any third-party affiliate, or other agent or subcontractor (each a “Fulfillment Partner”), without notice to, or the consent of, Customer, to perform such tasks and functions to complete any Services.

24. Entire Agreement; Amendment; Addendum. This Services Agreement, the Exhibits hereto, each Addendum (as may be applicable pursuant to the terms therein) and documents incorporated herein, the applicable Order Form, and Special Conditions (if any) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral and written statements of any kind whatsoever made by the parties with respect to such subject matter. It is expressly agreed that the terms of this Agreement and any NEOGOV Order Form dated on or after this Agreement shall supersede the terms in any non-NEOGOV purchase order or other ordering document. Notwithstanding the foregoing, any conflict of terms shall be resolved by giving priority in accordance with the following order: 1) This Agreement and incorporated documents including Exhibits and Addendums contained herein, 2) Special Conditions (if any), 3) future NEOGOV Order Forms. This Agreement supersedes the terms and conditions of any clickthrough agreement associated with the Services that is entered into after the Effective Date of this Agreement. This Agreement may not be modified or amended (and no rights hereunder may be waived) except through a written instrument signed by the parties to be bound. If you are subscribing for the HRIS, Vetted, or PowerEngage Platform, you hereby specifically agree to the terms of the applicable Addendum set forth on the NEOGOV Site. In addition, certain Services may disclose the use of artificial intelligence, in which case, Customer hereby agrees to the terms of the AI Addendum set forth on the NEOGOV Site. The Parties shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to, AI transparency laws.

25. General.
a) Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of California, without giving effect to conflict of law rules. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.
b) Severability. In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect. Provisions that survive termination or expiration are those relating to, without limitation, accrued rights to payment, acknowledgements and reservations of proprietary rights, confidentiality obligations, warranty disclaimers, and limitations of liability, and others which by their nature are intended to survive.

Docusign Envelope ID: DDAD26B0-CE7E-45D7-B022-615E744E6F1E NEOGOV™ P<!>werDMS
Digital Management Software

A NEOGOV-,
15 c) Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given either when personally delivered, one (1) business day following delivery by recognized overnight courier or electronic mail, or three (3) business days following deposit in the U.S. mail, registered or certified, postage prepaid, return receipt requested. All such communications shall be sent to (i) Customer at the address set forth in the Order Form and (ii) NEOGOV at the address specified in the applicable Order Form.

Waiver. The Parties agree that waiver by a Party of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Customer’s payment under this Agreement shall not be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which taken together shall constitute one and the same instrument.
d) Electronic Delivery. Delivery of a copy of this Agreement or an Order Form bearing an original signature by electronic mail or by any other electronic means will have the same effect as physical delivery of the paper document bearing the original signature. e) Assignment. The Parties bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of the Parties. For purposes of clarity, any merger, consolidation, or reorganization involving NEOGOV (regardless of whether NEOGOV is a surviving or disappearing entity) will not be considered a transfer of rights, obligations, or performance under this Agreement, and NEOGOV will not be obligated to secure Customer consent. . NEOGOV shall be as fully responsible to Customer for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by NEOGOV, as NEOGOV is for the acts and omissions of persons directly employed by it.
f) Construction. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, addendum, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.
g) Subcontractors. For purposes of this Agreement, including any subsequent documentation requested by Customer pursuant to this Agreement, the term "subcontractors" shall exclude subcontractors (i) who perform routine software development and maintenance services which are not specific to the Customer, (ii) subcontractors who will not have any access to Customer Data, and (iii) subcontractors who have access to Customer Data solely within NEOGOV's or Customer's systems.

Docusign Envelope ID: DDAD26B0-CE7E-45D7-B022-615E744E6F1E NEOGOV™ P<!>werDMS
Digital Management Software
AHEOOOY"""-'Y
16 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized officers as of the date set forth below, and consent to the Agreement.

City of Santa Clara
a chartered California municipal corporation
GovernmentJobs.com, Inc. (D/B/A/ NEOGOV),
on behalf of itself and its
subsidiaries PowerDMS, Inc., Cuehit, Inc.,
Ragnasoft LLC (D/B/A/ PlanIT Schedule),
and Design PD, LLC (D/B/A Agency360)
Approved as
to Form:

Signature: Signature:

Dated:

GLEN R. GOOGINS
City Attorney
Print Name:

Signature:

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

Docusign Envelope ID: DDAD26B0-CE7E-45D7-B022-615E744E6F1E 10/17/2025 | 2:29:20 PM PDT
Alex Chun
NEOGOV™ P<!>werDMS
Digital Management Software

A NEOGOV-,
[
~
DoeuSigned by:
17 Exhibit A
Government Customer Addendum
If Customer is a Government Customer, the following Government Customer Addendum (“Government Addendum”) forms part of the Services Agreement, and in the case of any conflict or inconsistency between the terms and provisions of this Addendum and any other provision of the Services Agreement, the terms of this Government Addendum shall control. For purposes hereof, a “Government Customer” means a Customer which is a (a) U.S. Federal agency, (b) state government, agency, department, or political subdivision (including a city, county or municipal corporation), or (c) instrumentality of any of the foregoing (including a municipal hospital or municipal hospital district, police or fire department, public library, park district, state college or university, Indian tribal economic development organization, or port authority).

1. Applicability. The provisions of this Addendum shall apply only if Customer is a Government Customer under the Services Agreement.

2. Termination for Non-Appropriation of Funds on Multi-Year Deals. Customer represents that it has received sufficient appropriation of funds by the applicable legislature (or other appropriate governmental body) (“Governmental Appropriation”) for the first year of the term of any Order Form executed by Customer (the “First Year” and all such years following the First Year which are included in the term of an Order Form, the “Future Years”). If Customer is subject to federal, state or local law which makes Customer’s financial obligations under this Services Agreement contingent upon Governmental Appropriation, and if such funds are not forthcoming or are insufficient due to failure of such Governmental Appropriation, then Customer will have the right to terminate the then remaining portion of any Future Years under the Services Agreement at no additional cost and with no penalty by giving prior written notice documenting the lack of funding.

Customer will provide at least thirty (30) days advance written notice of such termination.

Customer will use reasonable efforts to ensure appropriated funds are available. It is expressly agreed that Customer shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis, which affects generally its fiscal operations. If Customer terminates the Services Agreement under this Section 2, Customer agrees not to replace the Services with functionally similar products or services for a period of one year after the termination of the Services Agreement.

3. Indemnification. If Customer is prohibited by federal, state or local law from agreeing to hold harmless or indemnify third parties, Section 15(a) and the indemnification provision included in Section 20 of the Services Agreement shall not apply to Customer, to the extent disallowed by applicable law.

Open Records. If the Customer is subject to federal or state public records laws, including laws styled as open records, freedom of information, or sunshine laws (“Open Records Laws”) the confidentiality requirements of Section 12 of the Services Agreement apply only to the extent permitted by Open Records Laws applicable to the Customer. This Section is not intended to be a waiver of any of the provisions of the applicable Open Records Laws, including, without limitation, the requirement for the Customer to provide notice and opportunity for NEOGOV to assert an exception to disclosure requirements in accordance with the applicable Open Records laws.

4. Cooperative Purchasing. As permitted by law, it is understood and agreed by Customer and NEOGOV that any (i) federal, state, local, tribal, or other municipal government (including all Docusign Envelope ID: DDAD26B0-CE7E-45D7-B022-615E744E6F1E NEOGOV™ P<!>werDMS
Digital Management Software
AHEOOOY"""-'Y
18 administrative agencies, departments, and offices thereof); (ii) any business enterprise in which a federal, state, local, tribal or other municipal entity has a full, majority, or other controlling interest; and/or (iii) any public school (including without limitation K-12 schools, colleges, universities, and vocational schools) (collectively referred to as the “New Entity”) may purchase the Services specified herein in accordance with the terms and conditions of this Agreement. It is also understood and agreed that each New Entity will establish its own contract with NEOGOV, be invoiced therefrom and make its own payments to NEOGOV in accordance with the terms of the contract established between the New Entity and NEOGOV. With respect to any purchases by a New Entity pursuant to this Section, Customer: (i) shall not be construed as a dealer, re-marketer, representative, partner or agent of any type of NEOGOV, or such New Entity; (ii) shall not be obligated, liable or responsible for any order made by New Entities or any employee thereof under the agreement or for any payment required to be made with respect to such order; and (iii) shall not be obliged, liable or responsible for any failure by any New Entity to comply with procedures or requirements of applicable law or to obtain the due authorization and approval necessary to purchase under the agreement. Termination of this Agreement shall in no way limit NEOGOV from soliciting, entering into, or continuing a contractual relationship with any New Entity. Any New Entity who purchases Services under this Section hereby represents that is has the authority to use this Services Agreement for the purchase and that the use of the Services Agreement for the purchase is not prohibited by law or procurement regulations applicable to the New Entity.

Docusign Envelope ID: DDAD26B0-CE7E-45D7-B022-615E744E6F1E NEOGOV™ P<!>werDMS
Digital Management Software
AHEOOOY"""-'Y
19 Exhibit B
Integration Terms Addendum
NEOGOV offers integrations and platform APIs for integrations to third party systems (“Integration Services”). Customer may use only those Integration Services purchased or subscribed to as listed within the NEOGOV Order Form. The following terms (the “Integration Terms Addendum”) shall apply to the extent that Customer utilizes a system integration between the Services and either: (a) an affiliated integrated service, including those found at https://api.neogov.com/connect/marketplace.html (“Affiliated API”) or to the extent that Customer utilizes a system integration between the Services and an unaffiliated third-party service (“Customer Application”) integrated using NEOGOV’s open API (“Open API”). Integration Services are not available for HRIS Services and this Exhibit B shall not apply to HRIS Services.

1. Provision of Integrations. Subject to and conditioned on compliance with all terms and conditions set forth in this Agreement, NEOGOV hereby grants Customer a limited, revocable, nonexclusive, non-transferable, non-sublicensable license during the applicable Term to use and/or access the Affiliated API as described in this Agreement, or the Open API for communication between Customer’s human resource related third application(s) that will interoperate with NEOGOV Services (collectively these uses shall be referred to as the “API” or “Integration”).

Customer acknowledges there are no implied licenses granted under this Agreement. NEOGOV reserves all rights that are not expressly granted. Customer may not use the API for any other purpose without our prior written consent. Customer may not share the API with any third party, must keep the API and all log-in information secure, and must use the API key as Customer sole means of accessing the API.

2. Integration Intellectual Property. All right, title, and interest in the API and any and all information, data, documents, materials, inventions, technologies, know-how, descriptions, requirements, plans, reports, works, intellectual property, software, hardware, systems, methods, processes, and inventions, customizations, enhancements, improvements and other modifications based on or derived from the API are and will remain, as appropriate, with NEOGOV. All right, title, and interest in and to the third-party materials, including all intellectual property rights therein, are and will remain with their respective third-party rights holders subject to the terms and conditions of the applicable third-party license agreements. Customer has no right or license with respect to any third-party materials except as expressly licensed under such third-party license agreements.

3. Integration Terms of Use. Except as expressly authorized under this Agreement, you may not remove any proprietary notices from the API; use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; combine or integrate the API with any software, technology, services, or materials not authorized by NEOGOV; design or permit Customer Application(s) to disable, override, or otherwise interfere with any NEOGOV-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; use the API in any of Customer Application(s) to replicate or attempt to replace the user experience of the Services; or attempt to cloak or conceal Customer identity or the identity of Customer Application(s) when requesting authorization to use the API.

4. Customer Integration Responsibilities. Customer, Customer developed web or other software services or applications, and Customer third-party vendors that integrate with the API (collectively the “Customer Applications”), shall comply with all terms and conditions of this Agreement, all Docusign Envelope ID: DDAD26B0-CE7E-45D7-B022-615E744E6F1E NEOGOV™ P<!>werDMS
Digital Management Software

A NEOGOV-,
20 applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://api.neogov.com/connect/index.html from time to time. In addition, Customer will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.

5. Cooperation. If applicable, Customer shall timely provide such cooperation, assistance, and information as NEOGOV reasonably requests to enable the API. NEOGOV is not responsible or liable for any late delivery or delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement.

NEOGOV will provide Customer maintenance and support services for API issues arising from the information technology designed, developed, and under then current control of NEOGOV.

NEOGOV shall have no obligation to provide maintenance or support for issues arising from the inaction or action of Customer or third parties of which are outside NEOGOV control.

6. Provision of Open API. In the event license fees or other payments are not due in exchange for the right to use and access the Open API, you acknowledge and agree that this arrangement is made in consideration of the mutual covenants set forth in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. Notwithstanding the foregoing, NEOGOV reserves the right to charge for access with effect from the start of each Renewal Term by giving Customer at least ninety (90) day notice prior to commencement of a Renewal Term.

7. API Key. In order to use and access the Open API, you must obtain an Open API key through the registration process. Customer agrees to monitor Customer Applications for any activity that violates applicable laws, rules and regulation, or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior. This Agreement does not entitle Customer to any support for the Open API. You acknowledge that NEOGOV may update or modify the Open API from time to time and at our sole discretion and may require you to obtain and use the most recent version(s). You are required to make any such changes to Customer Applications that are required for integration as a result of such Update at Customer sole cost and expense. Updates may adversely affect how Customer Applications communicate with the Services.

8. Efficient Processing. You must use efficient programming, which will not cause an overwhelming number of requests to be made in too short a period of time, as-determined solely by NEOGOV. If this occurs, NEOGOV reserves the right to throttle your API connections, or suspend or terminate your access to the Open API. NEOGOV shall use reasonable efforts to provide Customer notice and reasonable time to cure prior to taking such actions.

9. Open API Limitations. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE

LAW, IN NO EVENT WILL NEOGOV BE LIABLE TO CUSTOMER OR TO ANY THIRD

PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR

OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, LOST PROFITS, LOST OR

CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF

BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL

DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE Docusign Envelope ID: DDAD26B0-CE7E-45D7-B022-615E744E6F1E NEOGOV™ P<!>werDMS
Digital Management Software

A NEOGOV-,
21 OPEN API; OR ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIFTY DOLLARS,

EVEN IF NEOGOV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR

DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR NEOGOV WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM

YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE

BROUGHT WITHIN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.

10. Open API Termination. Notwithstanding the additional Termination rights herein, NEOGOV may immediately terminate or suspend Customer access to Open APIs in our sole discretion at any time and for any reason, with or without notice or cause. In addition, your Open API subscription will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

Docusign Envelope ID: DDAD26B0-CE7E-45D7-B022-615E744E6F1E

THIS IS NOT AN INVOICE
Contract Records Order Details
Account Number:  A-641626 Order #:  Q-418970
Customer:  Santa Clara, City of (CA) Valid Until:  11/30/2025 Effective Employee Count: 1,200
Sales Rep:  Kim Goerlitz
Customer Contact
Billing Contact:  Santa Clara, City of (CA) Shipping Contact :  Santa Clara, City of (CA) Ashley Lancaster Davis Ashley Lancaster Davis
Billing Address:  1500 Warburton Avenue Shipping  Address:  1500 Warburton Avenue Santa Clara, CA 95050 Santa Clara, CA 95050
Billing Contact Email:  [email protected] Shipping Contact Email:  [email protected] Billing Phone:  408-615-2155 Shipping Phone:  408-615-2155 Payment Terms
Payment Term:  Net 30 Notes:

PO Number:

Subscription Service
Prorated Term:

Item Type Start Date End Date License Type Total (USD)
Perform Subscription Recurring 12/1/2025 6/30/2026 Employee Based
$12,758.87
Perform Setup Services Employee
Based
$9,064.00
Employee Import Subscription Recurring 12/1/2025 6/30/2026 Employee Based
$1,382.82
Employee Import Setup Services Employee
Based
$6,615.00
Position Import Subscription Recurring 12/1/2025 6/30/2026 Employee Based
$1,382.82
Position Import Setup Services Employee
Based
$6,615.00
Attract Subscription Recurring 12/1/2025 6/30/2026 Employee Based
$8,289.40
Attract Setup Services Employee
Based
$8,800.00
Prorated Term: TOTAL: $54,907.91

EXHIBIT C
Docusign Envelope ID: DDAD26B0-CE7E-45D7-B022-615E744E6F1E P<!>werDMS ------ byNEOGOV
t 800.749.5104
2120 Park Pl. Suite 100
El Seg undo, CA 90245 NEOGOV
Annual Term:

Item Type Start Date End Date License Type Total (USD)
Perform Subscription Recurring 7/1/2026 6/30/2027 Employee Based
$36,453.90
Employee Import Subscription Recurring 7/1/2026 6/30/2027 Employee Based
$3,829.35
Position Import Subscription Recurring 7/1/2026 6/30/2027 Employee Based
$3,829.35
Attract Subscription Recurring 7/1/2026 6/30/2027 Employee Based
$24,753.60
Governmentjobs.com Subscription Recurring 7/1/2026 6/30/2027 Employee Based
$5,604.17
Single Sign On Subscription Recurring 7/1/2026 6/30/2027 Employee Based
$1,527.20
Insight Subscription Recurring 7/1/2026 6/30/2027 Employee Based
$21,439.16
Annual Term: TOTAL: $97,436.73
Total: | $152,344.64
This price does NOT include any sales tax. Total in USD Additional Terms and Conditions
License Terms:  Enterprise license denotes that Customer has purchased an enterprise wide license up to the employee count specified above.

User based license denotes that Customer has purchased the number of licenses set forth in the quantity column. Item count denotes the number of items that Customer has licensed as set forth in the quantity column.

Payment Terms:  All invoices issued hereunder are due upon the invoice due date. If the Order is for a period longer than one year, the fees for the first period shown shall be invoiced immediately and the fees for future years/periods shall be invoiced annually in advance of each 12 month period shown on the Order, but regardless of the billing cycle, Customer is responsible for the fees for the entire Order. The fees set forth in this Service Order are exclusive of all applicable taxes, levies, or duties imposed by taxing authorities and Customer shall be responsible for payment of any such applicable taxes, levies, or duties. All payment obligations are non-cancellable, and all fees paid are non-refundable. Payment for services ordered hereunder shall be made to Governmentjobs.com, Inc.,  (D/B/A NEOGOV).

Terms & Conditions:  This Order Form creates a legally binding contract on the parties.  This Order Form and the services furnished pursuant to this Order Form are subject to the Terms and Conditions set forth in the existing Servies Agreement between NEOGOV and Customer, dated ___________________.

Special Condition:

If this Order Form is executed and/or returned to NEOGOV by the Customer after the Subscription Start Date stated in this Order Form, NEOGOV may adjust the Subscription Start Date and the corresponding Subscription End Date, without increasing the total fees, based on the date NEOGOV activates the subscription, provided the total length of the subscription term does not change. Following activation, any adjustments to such Subscription Start Date and Subscription End Date may be confirmed by reference to the invoice sent by NEOGOV.

Docusign Envelope ID: DDAD26B0-CE7E-45D7-B022-615E744E6F1E P<!>werDMS ------ byNEOGOV
t 800.749.5104
2120 Park Pl. Suite 100
El Seg undo, CA 90245 NEOGOV
24 EXHIBIT D

PROFESSIONAL SERVICES ADDENDUM

1. DEFINITIONS.
“NEOGOV Intellectual Property” shall have the meaning set forth in the Agreement.

2. PROFESSIONAL SERVICES PROVISIONS.

2.1 Description of Professional Services. NEOGOV will provide the professional services to Customer as described in the applicable Order Form and/or Statement of Work which may include the following: training, set-up, implementation, Insight consultation, and/or assessment of and best practices concerning the SaaS Applications (“Professional Services”). Professional Services for initial product implementation or new user training purchased by a new Customer must be utilized within ninety (90) days of the Go-Live date for such products. Training and assessment services purchased by Customers after the Go-Live date must be used within ninety (90) days of the applicable Order Form or SOW, provided that for training related to Insight assessment the training hours must be used within ninety (90) days of the assessment completion date.

2.2 Customer’s Obligations. Customer agrees to provide assistance, cooperation, information, equipment, and data reasonably necessary to enable NEOGOV to perform the Professional Services (collectively, “Customer Cooperation”). Customer acknowledges that NEOGOV’s ability to provide Professional Services as set forth herein may be affected if Customer does not provide Customer Cooperation.

2.3 Project Management. Each party shall designate a project manager who shall work together with the other party’s project manager to facilitate the efficient delivery of the Professional Services.

2.4 Change Order. In order to change the description of Professional Services under a Statement of Work, Customer will submit a written request to NEOGOV specifying the proposed changes in detail and NEOGOV will provide an estimate of the charges and anticipated changes in the delivery schedule that will result from the proposed change. NEOGOV will continue performing the Professional Services in accordance with this Addendum and the applicable Statement of Work until the parties agree in writing on the change in scope of work, scheduling, and fees. NEOGOV shall not be responsible for a delay in the performance of the Services resulting from such change order.

2.5 Proprietary Rights. NEOGOV shall own and retain all right, title and interest in and to the NEOGOV Intellectual Property and/or any and all derivatives, enhancements or modifications to the NEOGOV Intellectual Property, and all intellectual property and proprietary rights worldwide relating thereto. NEOGOV grants to Customer, for Customer’s internal business purpose only, a non-exclusive, non-transferable, royalty-free license to use such NEOGOV Intellectual Property solely in connection with Customer’s use of the services; provided, however, that the forgoing license does not include the right to modify, reverse engineer or otherwise alter the NEOGOV Intellectual Property or develop, offer or otherwise provide any product or service intended to replace or otherwise compete with the Services provided by NEOGOV in the Statement of Work.

2.6 Warranty. NEOGOV warrants for 90 days from the performance of any Professional Services by NEOGOV that such Professional Services shall be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Customer must report in writing any breach of this warranty to NEOGOV during the relevant warranty period, and Customer’s exclusive remedy and NEOGOV’s entire liability for any breach of such warranty shall be the reperformance of the nonconforming Professional Services, or if NEOGOV is unable to perform the Professional Services as warranted, Customer shall be entitled to a refund of the fees paid to NEOGOV for the nonconforming Professional Services.

Docusign Envelope ID: DDAD26B0-CE7E-45D7-B022-615E744E6F1E NEOGOV™ P<!>werDMS
Digital Management Software
AHEOOOY"""-'Y
25 2.7 Acceptance. Customer must notify NEOGOV in writing within ten days of the delivery of the Professional Services that Customer believes such Professional Services are nonconforming, otherwise such Professional Services will be deemed to have been accepted by Customer. Customer’s exclusive remedy and NEOGOV’s entire liability for any nonconformance of the Professional Services shall be the reperformance of the nonconforming Professional Services, or if NEOGOV is unable to perform the Professional Services to be conforming, Customer shall be entitled to a refund of the fees paid to NEOGOV for the nonconforming Professional Services.

3. PAYMENT PROVISIONS.

3.1 Fees. Professional Services shall be provided under this Addendum at the rates set forth in the applicable Statement of Work or Order Form.

3.2 Payment Type. Unless otherwise stated in an applicable Order Form or Statement of Work, the Professional Services are provided on a fixed fee basis. Customer shall pay NEOGOV the fees stated in the applicable Statement of Work or Order Form plus all pre-approved travel and living expenses (“Expenses”).

Docusign Envelope ID: DDAD26B0-CE7E-45D7-B022-615E744E6F1E NEOGOV™ P<!>werDMS
Digital Management Software
AHEOOOY"""-'Y
26 EXHIBIT E

NEOGOV SERVICE LEVEL WARRANTIES

1. Definitions. For purposes of this Contract, the following definitions shall apply:
a) “Non-excluded Downtime” means a period of downtime that is not Excluded Downtime. b) “Excluded Downtime” means (i) Scheduled Downtime; (ii) any period of unavailability lasting less than 10 minutes, not to occur more than once per month; (iii) issues arising from components controlled by the Customer (or its vendors, contractors or service providers) and their performance or failure to perform which impair or disrupt Customer’s connections to the Internet and the transmission of data as reasonably determined by NEOGOV after an investigation into the issue; (iv) that resulted from any actions or inactions of Customer or any third parties; and (v) unavailability of features or functions which would be considered a Level 1 or Level 2 severity level under the table in Section 2 below. c) “SaaS Application” means each proprietary NEOGOV web-based software-as-a-service application subscribed to by Customer.

d) “Scheduled Maintenance” shall mean a period of time where the System is unavailable to Customer, and/or any third party, in order for NEOGOV to perform maintenance of the System. System maintenance includes, but shall not be limited to (i) adding, modifying, or upgrading equipment software and/or System source code, and; (ii) adding, modifying, or upgrading equipment.
e) “Service Credit” shall means a percentage of Service Fees to be credited to Customer if NEOGOV fails to meet a Service Level, as set forth in this SLA. Once Service Credit equals 1/365 of the total fees paid for the SaaS Application f) "Service Level" means a performance standard NEOGOV is required to meet in providing the Services, as set forth in this SLA.
g) “Uptime” means the percentage of total time in a calendar month that the hosted environment is available. Uptime is calculated as the sum of available time minus Non-excluded Downtime minus Excluded Downtime divided by total time minus Excluded Downtime, expressed as a percentage.

2. Customer Obligations. The Customer’s responsibilities and obligations in support of this SLA include the following:
a) Providing information and authorizations as required by NEOGOV for performing the Services. b) Adhering to policies and processes established by NEOGOV for reporting service failures and incidents and prioritizing service requests.
c) Paying fees and costs as required by any master agreement or scope of work. d) In order to receive any of the Service Credits described herein, Customer must notify NEOGOV within thirty (30) days from the time Customer becomes eligible to receive a Service Credit. Failure to comply with this requirement will forfeit Customer’s right to receive a Service Credit.

3. NEOGOV Obligations; Service Levels; Service Credits. a) Customer Service Response. NEOGOV will provide telephone customer support Monday through Friday excluding NEOGOV holidays. If the NEOGOV support desk is unable to resolve the issue within the time limits specified herein, the case shall be escalated to the appropriate teams.

Docusign Envelope ID: DDAD26B0-CE7E-45D7-B022-615E744E6F1E NEOGOV™
[ (
Toraf - Non-e,·clutied Exciudaa)]
Tola/ •• Excluded
P<!>werDMS
Digital Management Software

A NEOGOV-,
27 Target Response and Resolution Times
Severity Issues/Factors Determining Severity Initial
Acknowledgment1
Level 1 • Functionality, system use questions.
• Enhancement requests
• Data Privacy inquiry
< 72 hours
Level 2 • Problem does not impact or has low impact to
customer operations.
• Can conduct daily work.
• No error messages.
• There is a work around.
< 24 hours
Level 3 • No work around solution.
• Moderate system impact.
• Moderate data security, availability, or integrity impact. • Hot-fix required
< 4 hours
Level 4 • Critical error that leads to work stoppage or significant error in processing candidates
• System outage due to NEOGOV software or hardware
• Problem puts user or customer information at risk.
• Multiple Customers reporting a safety issue.
• Unauthorized access to customer or job seeker data.
< 2 hour

a) Standard Service Levels/Warranty. The SaaS Application, Resolution Times and Acknowledgment Times (the “Service Levels”) must meet the standards described in this section. If Service Levels degrade to a level of non-compliance during the periods specified, Customer may request a Service Credit and NEOGOV must take the necessary steps to bring the system back to the required level unless Customer determines that factors outside NEOGOV’s control are the cause. Only one Service Credit can be applied within a twenty-four (24) hour period. Any and all customer credits shall be attributed to the month period subsequent to the month in which the credit is requested by Customer. The aggregate maximum number of Service Credits to be issued by NEOGOV to Customer for any and all Downtime periods that occur in a single calendar month shall not exceed five (5) Service Credits. A Service Credit shall be issued in NEOGOV’s invoice in the year following the Downtime, unless the Service Credit is due in Customer’s final year of service. In such case, a refund for the dollar value of the Service Credit will be mailed to Customer. In no case will the Service Credits due to Customer for a month exceed the amounts paid by Customer to NEOGOV. In the event Customer terminates this contract with Service Credits still owed to Customer, NEOGOV shall compensate Customer for the monetary value of these Service Credits.

Examples: If Customer experiences one Downtime period, it shall be eligible to receive one Service Credit. If Customer experiences two Downtime periods, from multiple events at least twenty-four (24) hours apart, it shall be eligible to receive two Service Credits.

Service Level Warranties
Service Measurement Service Level Service Credit
SaaS Application SaaS Application Uptime 99.8% in three (3) months during
consecutive six (6)
month period.

In addition to all other remedies available
to Customer, Customer shall be entitled to
terminate this Agreement for a material
breach upon written notice to NEOGOV
with no further liability, expense, or
obligation to NEOGOV, provided that
Customer notifies NEOGOV within thirty
(30) days of the conclusion of the third
1 During standard business hours.

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A NEOGOV-,
28 (3rd month in which the Services were not
available 99.8% of the time). Customer is
entitled to prorate refund from date of
termination within 30 days of the
termination date.

SaaS Application SaaS Application Uptime 99.8% 10% of monthly SaaS Application Fees Target Resolution
Level 4
Target Resolution Time 100% 8% of monthly SaaS Application Fees Level 3 Severity
Resolution
Target Resolution Time 100% 5% of monthly SaaS Application Fees Customer Support Initial Acknowledgment 95% in calendar month
.5% of monthly SaaS Application Fees
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29 EXHIBIT F

INSURANCE REQUIREMENTS
Without limiting the Contractor’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect during the period of performance of the Agreement, and for claims-made policies for twenty-four (24) months following termination of the Agreement, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. The Commercial General Liability policy shall be primary to and non - contributory with insurance maintained by the City.. The minimum coverages, provisions and endorsements are as follows:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

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

C. WORKERS’ COMPENSATION

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

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

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

D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Contractor.

Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention over $50,000 must first be disclosed to the City Attorney’s Office.

CYBER/PRIVACY LIABILITY
Contractor shall maintain network security and privacy liability (cyber) insurance with limits of no less than $2,000,000 per occurrence and $2,000,000 annual aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor for Services required under this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion, introduction, implantation or spread of malicious software code and network security including unauthorized access to or use of computer systems or business data. The insurance policy shall provide coverage for breach response costs as well as regulatory fines and penalties, and credit monitoring expenses with limits sufficient to respond to these obligations. Any coverage containing a deductible or self-retention over $50,000 must be disclosed to the City Attorney’s Office.

E.

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

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, and employees shall be added as additional insureds..

2. This provision shall apply to any umbrella/excess liability policy.

3. Primary and non-contributing. The Commercial General Liability insurance shall be primary to and non-contributory with insurance maintained by the City.

4. Cancellation. Contractor will provide City of Santa Clara with 30 days prior notice of cancellation of the required coverages.

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31 G. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor will request all subcontractors performing work in connection with this Agreement to maintain insurance coverage and limits usual and customary for the product of service each subcontractor will provide. Contractor shall responsible and liable for the performance of its subcontractors.

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

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

H. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies rated AM-Best A-VII or better. 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.

I. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance on industrystandard forms evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara Human Resoucres
P.O. Box 100085 – S2 or 1 Ebix Way
Duluth, GA 30096 John’s Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
J. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VII).

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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-934 Agenda Date: 11/18/2025

REPORT TO COUNCIL

SUBJECT
Action to Authorize the City Manager to Negotiate and Execute an Agreement with TRC Solutions, Inc. (TRC) for Electrification Rebates and Incentive Program Services for a Maximum Compensation Not to Exceed $2,935,500

BACKGROUND
The City of Santa Clara (City) adopted its Climate Action Plan (CAP) on June 7, 2022, which articulates a comprehensive strategy for achieving carbon-neutrality by 2045. The CAP sets new targets for reaching aggressive emissions reductions across five main focus areas. One focus area is buildings and energy.

The City’s Electric Department, Silicon Valley Power (SVP), does not currently offer incentives for new residential construction. Incentives encourage developers to move towards all-electric buildings by reducing the additional costs associated with electrification. SVP has identified new construction electrification programs that will help to move the City towards its electrification goals, including programs that incentivize developers and encourage residents and businesses to exceed minimum construction requirements and fully embrace an all-electric building solution.

DISCUSSION
One of SVP’s goals is to advance residential and commercial electrification initiatives aimed at enhancing energy efficiency and achieving significant carbon reductions. To further this mission, SVP is proposing a new building electrification program designed specifically for multifamily housing and Accessory Dwelling Units (ADUs), which will encompass both new construction and retrofit projects. This initiative targets an estimated 5,000 new dwelling units and 500 retrofits. The program will incorporate comprehensive market research, data analysis, and the development of innovative technologies. It will also include the provision of technical and design support, assisting stakeholders in exploring emerging strategies and identifying pathways for greater savings. Engaging with developers will be a central aspect of the program, featuring tailored marketing campaigns, industry educational efforts, and proactive stakeholder relationship-building. Direct outreach will be employed to maximize participation, leveraging existing developer networks and databases to bolster involvement.

To implement this program, staff recommend executing an agreement with TRC Solutions, Inc. (TRC). Pursuant to Section 2.105.280(b)(4) of Santa Clara City Code, the Purchasing Division Manager has determined that this contract is exempt from competitive bidding as the proposed services are considered unique or unusual.

TRC is uniquely qualified to deliver these services. The firm has over 14 years of experience administering residential energy efficiency programs throughout California and currently holds a City of Santa Clara Page 1 of 3 Printed on 11/14/2025
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contract with the State of California to oversee statewide new residential construction programs operating within SVP’s service territory. In that role, TRC partners with the California Energy Commission and Pacific Gas & Electric. This statewide platform enables TRC to facilitate and layer multiple incentives from various sources through effective coordination of electrification programs, maximizing customer benefits while minimizing costs to SVP.

While TRC was identified as uniquely qualified for this engagement, the City issued a Request for Information (RFI), which was posted on the City’s e-procurement system. The purpose of the RFI was to notify the vendor community of the City’s intent to enter into a sole source agreement with TRC, state the justification for the sole source, and invite vendors to submit proposals that could meet the City’s requirements for the residential electrification program. There were no responses to the RFI, confirming that no other firms could meet the City’s needs and justifying the sole source procurement.

The proposed agreement with TRC has a term of five years, starting on or around October 15, 2025, and ending on or around October 14, 2030. The not-to-exceed maximum compensation is $2,935,500, which includes all services, expenses, and reimbursable costs authorized under the agreement. Compensation is structured as a mix of time-and materials billing and fixed-fee payments tied to specific program administration tasks. Hourly rates are set forth in the agreement and remain fixed for the first two years, with adjustments permitted in subsequent years subject to City approval. Certain program administration activities, such as invoicing, reporting, and scheduled meetings, will be billed on a fixed-fee basis, while other tasks including program launch, customer engagement, and project management will be billed on a time-and-materials basis.

Approval of the recommendation will authorize TRC to create and implement SVP’s incentive programs for multifamily housing and ADUs, which will encompass both new construction and retrofit projects from 2025 to 2030.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) 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 Agreement will be a five-year contract totaling $2,935,500. This has been benchmarked against similar programs at the Sacramento Municipal Utility District and Roseville Electric and has been deemed fair and reasonable. To account for changes that may arise during the contract, staff is requesting authorization for the City Manager to increase the maximum compensation by a 10% contingency, $300,000, subject to the appropriation of funds for a revised not to exceed amount of $3,235,500.

Funding for the program is budgeted in the Public Benefits Program in the Electric Operating Grant Trust Fund. If additional budget is required to appropriate for this program, it can be brought forward in a future budget action.

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

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25-934 Agenda Date: 11/18/2025

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

RECOMMENDATION

1. Authorize the City Manager or designee to execute an agreement with TRC Solutions, Inc. for Electrification Rebates and Incentive Program Services for an initial five-year term, starting on or around October 15, 2025, and ending on or around October 14, 2030, with a maximum compensation not to exceed $2,935,500 (funded by the Electric Operating Grant Trust Fund), subject to the appropriation of funds and review and approval as to form by the City Attorney; and

2. Authorize the City Manager to take any actions as necessary to implement and administer the Agreement and to negotiate and execute amendments to the Agreement to (a) add or delete services consistent with the Agreement’s scope of services, (b) adjust future rates based on market conditions, (c) increase the maximum compensation by up to $300,000 for a revised not to exceed amount of $3,235,500 over the full term of the Agreement, and (d) make de minimis modifications, subject to the appropriation of funds and review and approval as to form by the City Attorney.

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

ATTACHMENTS

1. Agreement with TRC Solutions, Inc.

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Agreement with TRC Solutions, Inc. Page 1 of 35
Rev. 07-01-18
EBIX Insurance No. S20004640

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
TRC SOLUTIONS, INC.

PREAMBLE
This Agreement is made and entered into on the date last signed by the Parties (“Effective Date”) between the City of Santa Clara, California, a chartered California municipal corporation (City) and TRC Solutions, Inc., a California corporation, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties.”

RECITALS
A. City desires to secure the services (“Services”) more fully described in this Agreement, in Exhibit A, entitled “Scope of Services”;
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required Services and goods of the quality and type which meet objectives and requirements of City; and,
C. The Parties agree that Contractor will perform the Services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and conditions herein contained, the Parties hereto agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees and Payment Provisions
Exhibit C – Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, Agreement with TRC Solutions, Inc. Page 2 of 35
Rev. 07-01-18
whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by written amendment to this Agreement, the term of this Agreement shall begin on December 1, 2025 and terminate on November 30, 2030 (“Initial Term”).

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

4. WARRANTY
In addition to those warranties contained in Exhibit A, Contractor expressly warrants that all Services and materials covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions applicable to this Agreement.

Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services or materials at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace Services or materials, City may make corrections or replace Services or materials and charge Contractor for the cost incurred by City.

5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
A. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services in accordance with the Standard of Care and Contractor shall perform such Services under this Agreement in conformance with the specifications, requirements, and instructions upon which this Agreement is based and consistent with a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline for a project of similar size, scope, and complexity during the time which the Services are provided in the State of California (“Standard of Care”). City expressly relies upon Contractor’s representations regarding its skills and knowledge.

B. Contractor warrants that all employees and subcontractor, if any, shall have sufficient skill and experience to perform the Services assigned to them.

C. Contractor shall comply with all applicable federal, state and local laws in the performance of the Services; including but not limited to those of the Occupational Safety and Health Administration (OSHA) and the California Department of Industrial Relations and State Division of Industrial Safety Agreement with TRC Solutions, Inc. Page 3 of 35
Rev. 07-01-18
and the professional standard of care. Where any applicable laws or ordinances conflict with the City’s requirements, the more stringent requirement(s) shall be followed. Contractor’s failure to be thoroughly familiarized with the provisions of any applicable federal, state, and local regulations, ordinances and codes shall not relieve Contractor from compliance with the obligations and penalties resulting therefrom.

D. Contractor represents and warrants to the City that it has, shall obtain, and shall keep in full force in effect during the Term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Contractor to practice its profession and to perform Services.

6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all Services rendered and material provided by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES AND PAYMENT PROVISIONS.” The maximum compensation of this Agreement is TWO MILLION NINE HUNDRED THIRTY-FIVE THOUSAND FIVE HUNDRED U.S. dollars ($2,935,500), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services including any taxes. All Services performed or supplies, materials and equipment provided in excess of the maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

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

B. Termination for Default. For purposes of this Section 7.B., the word "Default" shall mean the failure of Contractor to perform any of Contractor's duties or obligations or the breach by Contractor of any of the terms and conditions set forth in this Agreement. In addition, Contractor shall be deemed to be in “Default” upon Contractor (i) applying for, consenting to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets; (ii) making a general assignment for the benefit of creditors; (iii) being adjudged bankrupt; (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing); or (v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution or seizure of Agreement with TRC Solutions, Inc. Page 4 of 35
Rev. 07-01-18
all or a substantial portion of Contractor's assets or of Contractor's interests hereunder. In the event of any Default by Contractor, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor. Any termination for Default under this section shall, provide Contractor at least fifteen (15) days to cure such notice, as determined by the City in its sole discretion.

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

D. In the event of termination under sections 7.A. or 7.B., Contractor shall have no further rights hereunder, notwithstanding Contractor shall recover payment for all Services satisfactorily performed. In the case of termination pursuant to Section 7.B the City may offset from that amount the costs of any damages incurred.

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

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

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

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

11. CONFIDENTIALITY OF MATERIAL
A. "Confidential Information” means, with respect to a Party hereto, all information or material which either (1) is marked or identified as “Confidential,” “Restricted,” or “Proprietary Information” or other similar Agreement with TRC Solutions, Inc. Page 5 of 35
Rev. 07-01-18
marking or identification, or (2) the other Party knew, as recipient, or under the circumstances, should have known, was considered confidential or proprietary by the Disclosing Party (as defined below), except that this Agreement, Contractor pricing, and Contractor proposals incorporated into this Agreement shall not be deemed Confidential Information. Confidential Information shall consist of all information, whether in written, oral, electronic, or other form, furnished in connection with this Agreement by the Disclosing Party or its Representatives (“Representative” is defined as any elected and appointed officials, affiliate, director, officer, employee, agent, advisor or Contractor of a Party or any of its subsidiaries or affiliates) to the Receiving Party (as defined below) or to its Representatives, and specifically includes but is not limited to the City’s individually identifiable Customer information, and the City’s Customer usage data and financial data.

B. Contractor and the City shall each hold the other’s Confidential Information in confidence. Neither Party shall make the other's Confidential Information available in any form to any third party or use the other's Confidential Information for any purpose other than as specified in this Agreement. The Party providing Confidential Information (“Disclosing Party”) to the other Party (“Receiving Party”) shall remain the sole owner of such information.

Except as provided elsewhere within this Agreement, nothing contained in this Agreement shall be construed as granting or conferring any right or license in any Confidential Information or in any patents, copyrights, software or other technology, either expressly or by implication to the Receiving Party, or to its Representatives or to others. The term Confidential Information shall not include any of the following: (1) information already in possession of, or already known to, the Receiving Party as of the Effective Date without an obligation of confidentiality; (2) information in the public domain at the time of the disclosure, or which, after such disclosure, enters into the public domain through no breach of this Agreement by the Receiving Party or its Representative(s); (3) information lawfully furnished or disclosed to the Receiving Party by a non-party to this Agreement without any obligation of confidentiality and through no breach of this Agreement by the Receiving Party or its Representative(s); (4) information independently developed by the Receiving Party without use of any Confidential Information of the Disclosing Party; (5) information authorized in writing by the Disclosing Party to be released from the confidentiality obligations herein; or (6) this Agreement and Contractor’s proposals and Work Authorizations.

C. By virtue of this Agreement, each Party hereto may disclose to the other Party information that is Confidential Information. This Agreement does not diminish, revoke or supersede any existing confidentiality, non-disclosure or similar agreement between the Parties that does not pertain to the subject matter of this Agreement. However, any Confidential Information, whether or not previously disclosed, that pertains to the subject matter of Agreement with TRC Solutions, Inc. Page 6 of 35
Rev. 07-01-18
this Agreement shall be governed by the terms of this Section 11 which shall supersede any such previous agreement with respect to such Confidential Information and any Confidential Information relating to the subject matter of this Agreement that was exchanged under such previous agreement shall be treated as though it was exchanged under this Agreement as of the date of such exchange.

D. The Receiving Party will treat all Confidential Information of the Disclosing Party, no matter written, electronic, or oral, as confidential and proprietary, and the Receiving Party shall only use such information in furtherance of this Agreement. As such, the Receiving Party shall hold in confidence the Confidential Information of the Disclosing Party and ensure that such Confidential Information is not disclosed to any other person or entity, except as expressly permitted by this Agreement or as authorized in writing by the Disclosing Party. The Receiving Party shall not disclose Confidential Information of the Disclosing Party received under this Agreement to any person other than its Representatives who require knowledge of such Confidential Information in furtherance of this Agreement. The Receiving Party shall inform its Representatives of the confidential nature of the Confidential Information of the Disclosing Party and advise such Representatives of the limitations on the use and disclosure and prohibition on making copies or summaries of such Confidential Information. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives. Neither Party shall use the Confidential Information of the other Party for any commercial purpose.

E. If the Receiving Party becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information of the Disclosing Party or is requested Confidential Information pursuant to the California Public Records Act or similar law, the Receiving Party will provide the Disclosing Party with written notice of such an occurrence (if so permitted) as soon as possible. Thereafter, at its sole costs and expense, the Disclosing Party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. If the disclosing Party (i) waives compliance, (ii) fails to respond to the Receiving Party within five (5) business days, or (iii) after providing the notice and assistance required under this Section, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose. So long as it is consistent with applicable law, the Receiving Party will not oppose action by, and the Receiving Party will cooperate with, the Disclosing Party, at the Disclosing Party’s sole cost and expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. If the Disclosing Party fails to obtain such protective order or other remedy, or if the Disclosing Party Agreement with TRC Solutions, Inc. Page 7 of 35
Rev. 07-01-18
waives compliance with the requirements of the preceding sentence, the Receiving Party will disclose only that Confidential Information that it is legally required to disclose, and will exercise commercially reasonable efforts, at Disclosing Party’s expense, to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.

F. In the event the Receiving Party discloses, disseminates or releases any Confidential Information, except as expressly permitted by this Agreement, such disclosure, dissemination or release will be deemed a material breach of this Agreement and the Disclosing Party may demand prompt return of all Confidential Information previously provided to the Receiving Party. As soon as the Receiving Party becomes aware that it has made an unauthorized disclosure of Confidential Information, the Receiving Party shall take any and all necessary actions to recover the improperly disclosed Confidential Information and immediately notify Disclosing Party regarding the nature of the unauthorized disclosure and the corrective measures being taken. Each Party agrees that any breach of their confidentiality obligations could cause irreparable harm to the other Party, the amount of which would be extremely difficult to estimate. Accordingly, it is understood and agreed that monetary damages would not be a sufficient remedy for any material breach of this Agreement and that specific performance and injunctive relief in addition to monetary damages shall be appropriate remedies for any breach or any threat of such breach. The provisions of this Paragraph are in addition to any other legal rights or remedies the Disclosing Party may have.

G. Within two (2) weeks of the termination of this Agreement, Contractor will return to the City or destroy, to the extent permitted by law, any and all Confidential Information, including all originals, copies, translations, transcriptions or any other form of material, without retaining any copy or duplicate thereof; provided that Contractor may retain Confidential Information contained on backup media created in the ordinary course of business provided further that there is no effort to access such Confidential Information and Contractor’s confidential obligations with respect to such information shall continue so long as such information is retained.

Contractor shall certify in writing the destruction of the Confidential Information. The City may perform an audit of Contractor’s records to confirm the return or destruction of the Confidential Information. The City shall have this audit right for two (2) years after the termination of this Agreement.

H. Notwithstanding the termination of this Agreement, this Confidentiality Section shall survive the expiration or earlier termination of this Agreement.

Agreement with TRC Solutions, Inc. Page 8 of 35
Rev. 07-01-18

12. OWNERSHIP OF MATERIAL
A. City shall furnish to Contractor such documents and materials as may be relevant and pertinent to the provision of Services hereunder as City may possess or acquire.

B. All documents and materials furnished by City to Contractor, pursuant to Section 12.A., shall remain the property of City and shall be returned to City upon termination of this Agreement, for any reason. All documents or material prepared or caused to be prepared by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall be considered works made for hire and shall become the exclusive property of the City, and City shall have the sole right to use such documents and materials without restriction or limitation for their use in City’s discretion without further compensation to Contractor or any other party. Contractor shall, at Contractor’s sole cost and expense, provide such documents and material to City upon written request.

C. Documents and material prepared by Contractor, pursuant to this Agreement, are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed documents for other projects and any use of incomplete documents without specific written authorization from Contractor will be at City’s sole risk and without liability to Contractor. Further, any and all liability arising out of changes made to Contractor’s deliverables under this Agreement by City or persons other than Contractor, is waived against Contractor and City assumes full responsibility for such changes unless City has given Contractor prior notice and has received from Contractor written consent for such change.

D. Notwithstanding anything to the contrary herein, to the extent any documents or material prepared or caused to be prepared by Contractor include proprietary information that is not prepared exclusively and solely for City, such proprietary information will remain the property of Contractor, but City will have unrestricted and non-exclusive rights and license to use such information. Contractor’s proprietary information, includes, but is not limited to, its pre-existing documents, know-how, methodologies, techniques, processes, tools, trade secrets, logic, templates, programs, software, inventions, intellectual property, or systems utilized or developed prior to the Effective Date, or developed for work being provided to any person or entity other than City, and/or owned or duly licensed by Contractor and used in the performance of the Services and/or embedded in the documents or material prepared or caused to be prepared by Contractor, and any improvements or modifications thereto which may be developed or created by Contractor in the course of or as a consequence of performing the Services.

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Rev. 07-01-18

13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
A. City, through its authorized employees, representatives or agents shall have the right during the Term and for four (4) years from the date of final payment for Services or goods provided under this Agreement (“Audit Period”), to audit the books and records of Contractor for the purpose of verifying any and all Contractor invoices and charges.

B. Contractor shall keep records and invoices in connection with the Services for the length of the Audit Period. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City.

C. Contractor shall use recognized accounting methods in preparing reports and invoices submitted to the City in connection with the Services. City reserves the right to designate its own employee representative(s) or its contracted representative(s) with a certified public accounting firm who shall have the right to audit Contractor's accounting procedures and internal controls of Contractor's financial systems and to examine any cost, revenue, payment, claim, other records or supporting documentation resulting from any items set forth in this Agreement. If Contractor fails to provide supporting documentation satisfactory to City for costs charged, then Contractor agrees to reimburse City for those costs. Any such audit(s) shall be undertaken by City or its representative(s) at reasonable times during normal working hours after reasonable advance written notice and in conformance with generally accepted auditing standards. Contractor agrees to fully cooperate with any such audit(s).

D. Contractor will be notified in writing of any exception taken as a result of an audit. Any adjustments and/or payments which must be made as a result of any such audit or inspection of Contractor’s invoices and/or records shall be made within thirty (30) days from presentation of City’s findings to Contractor. If Contractor fails to make such payment, Contractor agrees to pay interest, accruing monthly, at a rate of ten percent (10%) per annum unless another section of this Agreement specifies a higher rate of interest, then the higher rate will prevail. Interest will be computed from the date of written notification of exception(s) to the date Contractor reimburses City for any exception(s). If an audit inspection or examination in accordance with this Section discloses overcharges (of any nature) by Contractor to City in excess of one percent (1%) of the value of that portion of the Agreement that was audited, the actual cost of City's audit shall be reimbursed to City by Contractor.

E. Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing.

Contractor agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to the Services.

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F. Notwithstanding any terms to the contrary in this Agreement, City will have the right to review Contractor’s costs only for Services performed on a reimbursable basis, in which case only costs such as labor hours, materials, and subcontractor invoices. In no event will Contractor’s efficiency in performing the Services be subject to review.

14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement – including claims of any kind by Contractor’s employees or persons contracting with Contractor to perform any portion of the Services.

However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited. Notwithstanding anything to the contrary in this Agreement, Contractor and City waive any and all claims against each other for incidental, consequential, special, multiple, and punitive damages arising out of or relating to this Agreement, regardless of whether such damages were foreseeable and whether or not the culpable party was advised of the possibility of such damages.

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

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

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

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

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

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

TRC Solutions, Inc.
6 Executive Circle, Suite 200
Irvine, CA 92614 and by e-mail at [email protected] The workday the e-mail was sent shall control the date notice was deemed given.

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

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

19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor Agreement with TRC Solutions, Inc. Page 12 of 35
Rev. 07-01-18
and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

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

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

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

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

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

25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument. [SIGNATURES ON THE FOLLOWING PAGE]
Agreement with TRC Solutions, Inc. Page 13 of 35
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The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

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

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

By (Signature):

Name: Edward Myszka
Title: President, Power Sector
Principal Place of
Business Address:
6 Executive Circle, Suite 200
Irvine, CA 92614
Email Address: [email protected]
Telephone: (678) 395-1814
“CONTRACTOR”
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EXHIBIT A

SCOPE OF SERVICES
SECTION 1. GENERAL

1.1 Contractor shall provide all necessary supervision, labor, and services, plus all materials required for the design, implementation and administration of Silicon Valley Power’s (SVP) electrification program focused on increasing the total amount of all-electric new construction projects for multifamily and accessory dwelling units (ADU) and retrofit projects for multifamily buildings (“Services”). This Services include a framework to increase new construction and retrofit projects for both multifamily and ADUs by providing incentives, conducting outreach to the community, marketing the program, qualifying and managing projects, and providing building design assistance to the City of Santa Clara construction community.

1.2 Rather than compete with existing State-wide programs, Contractor shall support SVP goal to supplement and layer with existing incentive programs to increase participation by finding the level of incentive needed to move the market.

1.3 To the extent not inconsistent with this Agreement, the Contractor’s proposal response dated February 10, 2025, is hereby incorporated by reference herein and shall supplement this Scope of Services and be subject to the terms and conditions of the Agreement. In the event of a conflict between the Agreement (including its Exhibits and the Contractor’s proposal, the Agreement and its Exhibits shall govern.

SECTION 2. DEFINITIONS

2.1 “Customer”: Any SVP customer eligible to participate in the Program

2.2 “Participant”: Any SVP Customer who has submitted an application and has been enrolled in the Program

2.3 "Program”: The program contracted under this Agreement

2.4 “Project Team”: The Stakeholders, as identified by the participant, directly related to a specific project

2.5 "Stakeholder”: Entities with an interest in the Program and/or participating projects which could include and is not limited to: builders/developers, homeowners, tenants, contractors, energy consultants, Home Energy Rating System (HERS) raters, architects, property managers and Community Based Organizations (CBO).

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SECTION 3. MULTIFAMILY AND ADU ELECTRIFICATION PROGRAM TASKS

3.1 Program Administration (Task 1) – Contractor will provide general program oversight and coordination of the program including ensuring alignment between program goals, timelines, deliverables, and execution, recommend policy updates, communicate key program policy decisions to Participants and Stakeholders, managing day-to-day operations, addressing program inquiries, supporting internal team collaboration through attendance at internal meetings, and maintaining program documentation. Task 1 comprises program administration activities, including continuous monitoring of program progress, contract and program management, reporting, invoicing, and responses to data requests.

Program Oversight and Management – Contractor will facilitate both regular internal meetings across Contractor’s multi-disciplinary team (marketing, outreach, operations, technical review, education, IT, research and analysis) and scheduled communication/check-ins with SVP to review program progress, address challenges, identify areas for improvement, and plan upcoming tasks.

3.1.1.1 Contractor will facilitate regular internal meetings across Contractor’s multi-disciplinary team.

3.1.1.2 In the first year of program design, development, launch, Contractor will conduct weekly meetings with SVP, and will transition to bi-weekly, or as agreed upon, following program launch (Task 2).

3.1.1.3 Contractor will plan, host, and facilitate, and document outcomes of the following Contractor/SVP meetings:

Kickoff Meeting: Contractor will host a kickoff meeting with SVP to review the contract budget, goals,
deliverables, and the marketing, outreach, and
education approach.

Quarterly Meetings: Contractor will host quarterly
meetings with SVP to review program progress towards
goals and budget.

Annual Meetings: Contractor will arrange annual
meetings with SVP to review yearly progress, state of the program, and inform and develop future plans and
program iterations.

3.1.1.4 Align program schedules and progress to complete required tasks within the desired timeline.

3.1.1 3.1.1.3.1

3.1.1.3.2 3.1.1.3.3
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Reports - Contractor will provide detailed reports at the intervals specified in this section to periodically verify program progress, enrollment metrics, and ultimately deliver a final performance report. These reports will serve as tools for tracking program achievements, identifying areas for improvement, and maintaining accountability. Reports include, but are not limited to the following:

3.1.2.1 Monthly Program Report - Monthly updates on enrollment and completion numbers, application processing progress, program implementation activities, and incentive reservations and payments.

3.1.2.2 Quarterly Progress Report - Quarterly updates on program activities, including enrollment figures, milestones achieved, challenges encountered, and solutions implemented.

3.1.2.3 Final Program Performance Report - Report sent with final invoice detailing program outcomes, including project data, deemed savings totals, and Participant feedback to assess overall program effectiveness. Contractor will include a recommendation for a future program design based on outcomes of program.

Invoices - Contractor will deliver detailed invoices monthly as further specified in Exhibit B. This task includes a fixed price component for billing throughout the project. Invoices will account for all time and materials, fixedprice fees, and any expenses incurred during the billing period.

Data Requests – Contractor will provide specific data and related analysis results in response to ad-hoc requests from SVP for information not provided in the monthly report and invoice or quarterly/annual program progress meetings. Contractor will review the implementation budget with SVP to ensure sufficient budget remains to complete any additional requests.

Policy and Program Design Updates – To ensure timely, accurate, and consistent responses to questions, concerns, changes and exceptions from program Participants and Stakeholders. Contractor will:

3.1.5.1 Closely monitor regulatory polices to inform program design updates and ensure alignment and coordination with local, state, and federal requirements.

3.1.5.2 Use feedback from Stakeholders, SVP, and insight into the regulatory landscape as needed to propose program design updates to SVP for review and approval.

3.1.5.3 Provide as-requested technical and program design support to SVP to assist with portfolio or program updates. Examples of

3.1.2 3.1.3

3.1.4 3.1.5
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requests include comparative energy modeling, technical reviews of marketing collateral, assistance with incentive setting for new code cycles, and advising on incentive changes or measure sunsets.

Task 1 Deliverables – As a part of Task 1, Contractor will coordinate or complete the following:

3.1.6.1 Meetings with SVP as outlined in 3.1.1.2

3.1.6.2 Kickoff meeting agenda and document discussion

3.1.6.3 Quarterly meeting agendas and document discussions

3.1.6.4 Annual meeting agendas and document discussion

3.1.6.5 Monthly enrollment and completion reports

3.1.6.6 Quarterly progress reports

3.1.6.7 Final program performance report

3.1.6.8 Monthly Invoices

3.1.6.9 Ad-hoc summaries of data request findings/analysis

3.1.6.10Program update recommendation-documentation, as needed

3.1.6.11Questions, changes and exception logs

3.1.6.12Proposed updates to program design

3.2 Program Launch (Task 2) – Contractor will collaborate with SVP to prepare the program for successful rollout and implementation including the following tasks:

Program Management Plan (PMP) – Contractor will design and develop all necessary materials and plans to position the program to accept Participants and guide program participation and implementation. This includes designing guiding documentation that outlines program design, processes, policies, and expectations for both internal Program staff and Participants. Contractor will incorporate SVP review feedback and recommendations into program design. By the end of this phase, Contractor will have developed the program and will be fully prepared for implementation, with clear guidelines, integration into an existing programs database, and trained staff ready to implement the program.

3.2.1.1 Program Design - Contractor will outline the final program design to ensure a framework that is responsive to SVP Customer needs for SVP review and approval. Contractor will work with SVP to

3.1.6 3.2.1
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confirm program design details including, but not limited to participation, eligible measures, incentive levels, and program outcomes (e.g. number of completions, education/training events delivered).

3.2.1.2 Program Execution - The PMP will include an overview of the program, KPIs, Stakeholder messaging, management approach and design methodology. The PMP will outline the program documents necessary to support Participant recruitment and program participation (e.g. website, application, factsheets, handbook, incentive request forms).

Customer Engagement Plan (CEP) tailored to the program’s target audiences supporting Stakeholder engagement and participation through implementation. Contractor will design the CEP to outline strategies for raising awareness, building relationships, delivering education, and driving enrollment through a mix of digital and in-person outreach efforts. The CEP will guide the activities in Task 3.

Database Integration – Contractor will integrate and customize the program into two databases, a Customer Relationship Management (CRM) platform to track outreach, marketing and educational activities, and a proprietary program-specific database (eTRACK) to support project management of application submittals, Participant tracking, and data management.

3.2.3.1 The CRM integration will centralize communication and engagement with potential Participants, Stakeholders, and program partners. This platform will streamline outreach, marketing, and education through management of Participant interactions, strategic Customer engagement campaigns, and engagement metrics.

3.2.3.2 The CRM features functionalities such as automated follow-ups, detailed contact records, and cross functional collaboration capabilities which enable the functional teams to provide timely and personalized support to Participants.

3.2.3.3 Contractor will integrate program into their established project platform eTRACK. Contractor will leverage all capabilities previously built for Contractor’s program portfolio to support program. Contractor will customize application management, project data, milestone tracking, incentive processing platform components, and tailored workflows to meet the unique needs of SVP’s program. Contractor will conduct extensive testing to ensure optimal performance and functionality before deployment.

3.2.2 3.2.3
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Program Documentation and Branding. Contractor will create comprehensive program documentation, materials necessary to support successful Customer engagement and program participation, and targeted training sessions for internal Program staff and Stakeholders, to assure that all necessary entities understand the program eligibility, design, process, and responsibilities. Contractor will submit all items to SVP for review and approval.

Task 2 Deliverables As a part of Task 2, Contractor will complete and supply the following to City:

3.2.5.1 Management Plan

3.2.5.2 Customer Engagement Plan

3.2.5.3 Program branding and logo

3.2.5.4 Program-branded Word and PowerPoint templates

3.2.5.5 Program website

3.2.5.6 Program application

3.2.5.7 Program overview factsheet

3.2.5.8 Program handbooks

3.2.5.9 Database integration report

3.2.5.10Fully operational databases

3.3 Customer Engagement (Task 3) – Contractor will implement a multifaceted marketing, outreach, and Customer engagement strategy, combining best practices, incorporating electronic marketing, market research, education, direct outreach, and Customer service in order to build SVP Customer relationships, raise program awareness, support and disseminate electrification building approaches, and drive program enrollment and participation.

Market Analysis – Contractor will conduct comprehensive research and analysis to define current understanding of electrification approaches and program opportunities as well as education and training across the building industry in Santa Clara. Contractor will conduct data collection on industry trends, industry skill shortages, and emerging building technologies to identify precise points where education and training are most needed.

Program Promotion and Marketing – Contractor will develop marketing collateral and execute targeted outreach such as messaging through newsletters, email announcements, website/blog posts, and other avenues

3.2.4 3.2.5

3.3.1 3.3.2
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as identified. Contractor will promote program information and education opportunities (e.g. program overview webinars, electrification or technology trainings) to raise awareness, process leads, and recruit Participants.

3.3.2.1 Contractor will collaborate with SVP to educate Stakeholders about the SVP program and the benefits of all-electric design by:

Maintaining communication with builders that have
expressed interest in the all-electric program
Informing homeowners currently participating in SVP’s
incentive programs of the new ADU all-electric offerings.

Encouraging builders that have not participated in SVP
programs to participate.

Highlighting the benefits of participating in the SVP
program, including cash incentives, design assistance,
and sales support and training.

3.3.2.2 Contractor will continue ongoing communications with Customers and Stakeholders through the development and recommendation of program advertisement placement, the development and distribution of program collateral such as newsletters, development and recording of webinars, attendance/sponsorship at select industry events, and working with SVP to identify projects in early planning stages. Contractor will use the City’s planning and permitting department’s list of existing and planned projects.

Direct Outreach – Contractor will provide direct outreach to key Stakeholders, including builders, developers, contractors, and energy consultants. Contractor will:

3.3.3.1 Identify primary targets for outreach efforts within Santa Clara including builders and developers planning new
construction, property managers and owners for multifamily retrofit, and design teams made up of energy consultants, Home Energy Rating System (HERS) raters, and architects.

3.3.3.2 Use Contractor’s existing connections to nurture future projects and support potential applicants that will qualify for the SVP program.

3.3.3.3 Conduct direct outreach to Stakeholders actively working in SVP’s territory to market the program to their clients and identify potentially eligible Residential New Construction (RNC) projects, focusing on all-electric options.

3.3.2.1.1 3.3.2.1.2

3.3.2.1.3 3.3.2.1.4

3.3.3 Agreement with TRC Solutions, Inc. Page 21 of 35
Rev. 07-01-18

3.3.3.4 Conduct outreach to retrofit contractors to educate them about retrofit program opportunities.

3.3.3.5 Engage in program participation initiatives, focusing on the existing top builders, developers, and property owners in Santa Clara.

3.3.3.6 Hold program specific webinars, electrification webinars, and in-person events to engage directly with Project Teams and assist with the first steps of enrolling into the program.

3.3.3.7 Identify program leads through industry newsletters, databases, government agencies, and the City’s permitting department.

Educational Incentives – In order to raise awareness and further the adoption of all-electric building practices in residential building, Contractor will develop and deliver education initiatives to promote electrification and program participation including:

3.3.4.1 Employing communication channels to engage Customers and key program Stakeholders:

Digital and social media campaigns – Partnering with
SVP, Contractor’s marketing team will lay the foundation for campaigns and drive outreach efforts by generating
awareness, program visibility, positioning, and
promotion creating a strong program brand. The initial
campaign push will include educational content creation, social media mentions, and advertising.

Industry event attendance – Contractor will attend
industry events to promote program opportunities and
maximize relationship building across multiple market
actor segments supporting builders, developers,
(home)owners, contractors, energy consultants,
architects, and municipalities. Contractor will focus
outreach events hosted by the BIA Bay Area, American
Institute of Architects bay area chapter, HERS Providers, and the California Association of Building Energy
Consultants (CABEC).

Education delivery – Contractor will assist in delivering trainings centered on knowledge and skill-building
information that is essential for projects to meet the latest advancements in electrification. Contractor will conduct webinars, on demand online learning, conference calls,
networking, and in-person meetings to provide targeted

3.3.4 3.3.4.1.1

3.3.4.1.2 3.3.4.1.3
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Rev. 07-01-18
content that supports entry into the program and
promotes electrification. Sample topics include heat
pump technology, induction cooktops, and other
advanced technology adoption opportunities.

3.3.4.2 Campaigns – Targeted campaigns are key to program engagement and Contractor will rely on cross functional collaboration between its outreach, marketing, and education teams to create effective and targeted campaigns for SVP to engage program Stakeholders and drive program education and training leads. Contractor will use expertise from the outreach, marketing, and education teams to design and distribute email, social media, and advocacy campaigns to the new construction and retrofit markets in Santa Clara.

Contractor’s outreach team will identify and connect with targeted Stakeholders by providing initial contact,
community engagement, and partnership development.

Contractor’s outreach team will assess and understand
Stakeholders’ needs, employ effective communication
strategies, and leverage educational materials to build strong connections.

Contractor’s education team will develop and implement
training campaigns to align with SVP program goals of
program participation and awareness. This team will
introduce engagement campaigns to equip Stakeholders
with knowledge of the program and provide skill-based
training if necessary.

3.3.4.3 CRM Technology – To streamline the planning and execution of email campaigns, webinars, and events, Contractor will leverage a task tracking CRM.

Contractor will assign tasks, set deadlines, and monitor progress in real-time, ensuring all team members are
aligned and on schedule.

This organized approach will enhance collaboration,
improve efficiency, and help Contractor deliver
successful marketing initiatives consistently.

Contractor will work with SVP to set up data uploads to track payments and payment processing using SVP’s
‘Brillion’ rebate processing tool.

Task 3 Deliverables: As a part of Task 3, Contractor will complete and supply the following to City:

3.3.4.2.1 3.3.4.2.2

3.3.4.3.1 3.3.4.3.2

3.3.4.3.3 3.3.5
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3.3.5.1 Reporting on marketing events and activities in the monthly program report including tracking of outreach events and project recruitment success

3.3.5.2 Marketing collateral

3.3.5.3 Quarterly newsletters

3.3.5.4 Webinars

3.3.5.5 Case Studies

3.3.5.6 Outreach reports

3.3.5.7 Educational events and direct Stakeholder contacts

3.3.5.8 Technical trainings

3.4 Project Management and Implementation (Task 4) – Contractor activities under Task 4 will focus on supporting Participant projects from enrollment through incentive payment.

Design Assistance – Contractor will provide one-on-one targeted design assistance, either virtually or in-person, for Project Teams that are participating in, or are interested in enrolling in the Program to increase the likelihood of participation, ensure compliance with program requirements, and promote electrification adoption.

3.4.1.1 Contractor’s technical review and research/analysis staff will deliver tailored assistance to identify and prioritize opportunities for all-electric designs, and deeper energy savings. This support will evaluate cost-effective strategies that reduce the projects’ modeled energy usage while promoting electrification and ensuring program compliance.

Project Enrollment – Contractor will review and verify that all information associated with a project’s application is complete and aligns with the requirements for each project type (e.g. new construction vs retrofits).

3.4.2.1 Contractor will complete a thorough technical review of each project to ensure that the project complies with the program’s technical requirements for each project type.

3.4.2.2 After Contractor completes technical review of a project, Contractor will officially enroll projects in SVP program to reserve incentives.

3.4.2.3 To inform program progress and reporting, Contractor will maintain contact with each Project Team during project construction.

3.4.1 3.4.2
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3.4.2.4 To monitor construction schedules, document project progress, and understand potential changes, Contractor will conduct quarterly check-in emails and pipeline site visits with applicants during construction.

Completion and Verification – Contractor will review incentive request forms, implement quality assurance protocols, and conduct field verifications.

3.4.3.1 Contractor will accept and review incentive request forms, which projects will submit upon construction completion. Contractor will employ a quality assurance/quality control protocol to confirm construction completion and accurate project data.

3.4.3.2 Contractor will communicate with the Project Team regarding the status of the incentive request and advise when additional information is needed.

3.4.3.3 Contractor will perform 100% desktop review of completed projects, as well as conduct on-site field verification for at least 10% of completed dwelling units.

Database Management – Contractor will use its proprietary database tracking system as the primary, day-to-day project tracking and program management tool to securely track and manage information for the SVP program. Contractor will customize this system to meet SVP’s program needs.

3.4.4.1 Contractor’s tracking system is structured by hierarchical data associations allowing for the grouping of multiple attributes to roll up into a single entity.

Contractor will use features to analyze both single
projects and portfolio overviews.

Contractor will assign multiple measures to a project,
multiple projects to a site, and multiple sites to a parent project or company.

Contractor will customize the data elements on the
project and measure level and validate to meet the
reporting requirements of SVP.

3.4.4.2 Database Maintenance – Contractor will maintain and manage the database and update the system with necessary data points, as needed to track pertinent project details.

3.4.3 3.4.4

3.4.4.1.1 3.4.4.1 .2

3.4.4.1.3 Agreement with TRC Solutions, Inc. Page 25 of 35 Rev. 07-01-18
Contractor will maintain the database and ensure access to the latest technology and updates.

Contractor will manage Customer relationships
efficiently, with real-time data synchronization and
secure cloud storage.

Contractor can scale its CRM capabilities, as needed.

3.4.4.3 Data Points and Documentation – Contractor will add project level elements for market analysis and overall project management.

Contractor will develop distinct milestone tracks by
project type (new construction, retrofit) with unique
operational practices and workflows that differentiate
between custom and deemed projects. This will enable
Contractor to track, monitor, and evaluate the progress of all projects, as well as the overall efficiency and
Customer experience of the program.

Contractor will track the key components of program
influence such as measure identification, proposed
options, Customer initiation, energy savings and
incentives, Customer’s decision-making process, and
total number of outreach attempts.

Contractor will provide the necessary values and
calculations to support measure analysis. Contractor will collect the data for each project and only transfer
Personally Identifiable Information (PMI) through secure data transfer channels (i.e. FTP).

Task 4 Deliverables - As a part of Task 4, Contractor will complete and supply the following to City:

3.4.5.1 Summary of design assistance activities for each recipient project, documented in monthly program report

3.4.5.2 Project enrollments documented in monthly program report

3.4.5.3 Project completions documented in monthly program report

3.4.5.4 Summary of pipeline visits documents in monthly program report

3.4.5.5 Verification site visit reports

3.4.5.6 Greenhouse gas reduction and energy savings reporting

3.4.4.2.1 3.4.4.2.2

3.4.4.2.3 3.4.4.3.1

3.4.4.3.2 3.4.4.3.3

3.4.5 Agreement with TRC Solutions, Inc. Page 26 of 35
Rev. 07-01-18
SECTION 4. PROGRAM GOALS

4.1 The program goals are an estimate of total program accomplishments over the Term.

4.2 Savings Goals. Contractor based savings estimates are based on California Technical Forum (CALTF) approved workpapers, specific to Santa Clara’s Climate Zone, and conservative assumptions for measure specifications and uptake. As projects begin to enroll, Contractor will update these goals based on trends in actual enrolled projects.

TABLE A2 – Savings Goals

SAVINGS TYPE TOTAL SAVINGS
Avoided Therms 54,600
Added kWh 460,500
kWhe 1,248,300
kWhe: kWh equivalent of the combined Avoided Terms and added kWh load based on BTU equivalency.
�𝐴𝐴𝐴𝐴𝐴𝐴𝐴𝐴𝐴𝐴𝐴𝐴𝐴𝐴 𝑇𝑇ℎ 𝑒𝑒𝑒𝑒𝑒𝑒 ∗

29.3𝑘𝑘𝑘𝑘ℎ
𝑇𝑇ℎ 𝑒𝑒 � + 𝐴𝐴𝐴𝐴𝐴𝐴𝐴𝐴𝐴𝐴 𝑘𝑘𝑘𝑘ℎ = 𝑘𝑘𝑘𝑘ℎ
Agreement with TRC Solutions, Inc. Page 27 of 35
Rev. 07-01-18

EXHIBIT B

SCHEDULE OF FEES AND PAYMENT PROVISIONS
SECTION 1. MAXIMUM COMPENSATION
The maximum compensation payable to Contractor during the Term shall not exceed the amount in Section 6 of this Agreement.

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

SECTION 2. RATES.

Rates. Except for those Services authorized at fixed price, Contractor shall invoice all Services at the rates listed in Appendix B1 (RATES) attached and incorporated by reference.

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

Rate Changes.

2.3.1 Rate Increase. Contractor shall notify the City ninety (90) days in advance of any proposed rate changes such as, but not limited to, addition of labor classifications.

2.3.2 Rate Changes. Rate changes adding or modifying the rates in Appendix B1 to Exhibit B shall be negotiated and authorized pursuant to this section in advance of performing services for which rates are applicable.

2.3.3 Any rate changes are subject to approval by the City and must be substantiated by the Contractor to the satisfaction of the City. All rate adjustments must be approved by the City through an amendment to this Agreement. References to alternate rates in quotes or Proposals that have not been separately authorized pursuant to this section are not approved.

Reimbursable Expenses. Contractor may pass through costs such as, but not limited to printing, materials, equipment, and travel as listed in the Reimbursable Expenses Schedule in this Section. Expenses shall be reimbursable only to the extent that (1) Contractor submits sufficient documentation to City that the expenses were directly incurred in providing the required Services, (2) Contractor demonstrates that such expenses aren’t included in the hourly rate where applicable, (3) such expenses were approved in advance, (4) Contractor submits receipts, invoices, or other supporting documentation demonstrating that such reimbursable costs were incurred, and (5) any Mark Up conforms with the Reimbursable Expense Schedule below.

1.1 1.2

2.1 2.2

2.3 2.4
Agreement with TRC Solutions, Inc. Page 28 of 35
Rev. 07-01-18
Reimbursable Expense Schedule Mark Up

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

No Markup

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

No Markup

3. Charges for outside parts, materials, equipment,
and services (including subcontractor fees,
equipment, rental equipment, materials, and
facilities not furnished directly by Contractor).

No Markup

4. Contractor may charge allowable mileage at the
prevailing IRS rate per mile. Mileage is not
applicable to rental cars. Rental cars are
reimbursed at actual fuel cost only.

No Markup

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

No Markup

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

No Markup
SECTION 3. PAYMENT PROVISIONS
Time and Materials. For Services authorized to be paid on a time and materials basis, Contractor shall provide an invoice to the City on a monthly basis for Services completed in the preceding month. The invoice must include the following information:

3.1.1 Invoice Number and Invoice Period.

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

3.1.3 Sufficient detail for City to verify (a) that the charges are in accordance with this Agreement and (b) that rates listed in Appendix B1 are charged.

Fixed Price. For Services authorized to be paid on a fixed price basis, Contractor shall provide an invoice upon completion of the specific fixed price service as listed in Table B3 and subject to the following:

3.1 3.2
Agreement with TRC Solutions, Inc. Page 29 of 35
Rev. 07-01-18

3.2.1 Invoices must include the following information:

3.2.1.1 Invoice Number and Invoice Period.

3.2.1.2 Detailed information on the Services performed.

3.2.2 With regard to fixed price payments, Contractor shall invoice each task for each period in full. Contractor shall not separate fixed price payments into multiple invoices.

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

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

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

Payment. If there are no discrepancies or deficiencies in the submitted invoice, City shall process the invoice for payment.

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

3.3 3.4

3.5 3.6

3.7 Agreement with TRC Solutions, Inc. Page 30 of 35
Rev. 07-01-18
APPENDIX B1 TO EXHIBIT B
RATES

1.1. Contractor shall charge, and the City shall pay for actual Services rendered. The rates applicable for the Services are listed below in Table B2 (Labor Rates) and Table B3 (Task 1 Fixed Fee Schedule).

1.2. Contractor shall invoice for Fixed Fee Task 1 Items listed in Table B3 monthly and such invoices shall only be submitted upon completion of the corresponding work.

1.3. In cases where services are required but rates are not listed below, Contractor shall submit rates for approval by the City in advance, in writing before performing the services. For avoidance of doubt, any changes to the rates in Table B1, B2, or B3 must be authorized by an amendment to the Agreement in accordance with Section 2.3 of Exhibit B.

TABLE B1 – IMPLEMENTATION BUDGET

TASK PAYMENT

STRUCTURE COST
Task 1: Program Administration T&M - $370,000 $ 690,500 Fixed Fee - $320,500 Task 2: Launch T&M $ 300,000
Task 3: Customer Engagement T&M $ 925,000
Task 4: Project Management/Implementation T&M $1,020,000 TOTAL $2,935,500
TABLE B2 – LABOR RATES
Program Title
Hourly
Rates
Effective
Nov. 1,
2025
Hourly
Rates
Effective
Nov. 1,
2026
Hourly
Rates
Effective
Nov. 1,
2027
Hourly
Rates
Effective
Nov. 1,
2028
Hourly
Rates
Effective
Nov. 1,
2029
Hourly
Rates
Effective
Nov. 1,
2030
Principal $310 $322 $335 $349 $363 $378
Senior Director $286 $297 $309 $322 $335 $348
Director $266 $277 $288 $299 $311 $323
Senior Project Manager $223 $231 $241 $250 $260 $270
Project Manager III $196 $203 $211 $220 $229 $238
Project Manager II $176 $183 $190 $198 $206 $214
Project Manager I $162 $169 $175 $183 $190 $198
Project Associate III $145 $150 $156 $163 $169 $176
Agreement with TRC Solutions, Inc. Page 31 of 35
Rev. 07-01-18
Program Title
Hourly
Rates
Effective
Nov. 1,
2025
Hourly
Rates
Effective
Nov. 1,
2026
Hourly
Rates
Effective
Nov. 1,
2027
Hourly
Rates
Effective
Nov. 1,
2028
Hourly
Rates
Effective
Nov. 1,
2029
Hourly
Rates
Effective
Nov. 1,
2030
Project Associate II $134 $140 $145 $151 $157 $163
Project Associate I $123 $128 $133 $138 $144 $150
Project Assistant $109 $114 $118 $123 $128 $133
Intern $83 $87 $90 $94 $97 $101
TABLE B3 – TASK 1 FIXED FEE SCHEDULE
TASK 1 ITEM QUANTITY FIXED FEE BUDGET
Monthly Invoicing and Reporting 60 $3,000 $180,000
Launch 1 $10,000 $10,000
Quarterly Review Meetings 19 $4,500 $85,500
Annual Adjustment Meeting 5 $9,000 $45,000
Total Task 1 Fixed Fee $320,500
Agreement with TRC Solutions, Inc. Page 32 of 35
Rev. 07-01-18

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting the Contractor’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall maintain in full force and effect during the period of the Agreement, at its sole cost and expense, the following insurance:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01, including bodily injury, property damage, contractual liability, products and completed operations, and personal and advertising injury. Policy limits are subject to review, with limits not less than:
$1,000,000 Each Occurrence,
$2,000,000 General Aggregate,
$2,000,000 Products/Completed Operations Aggregate, and $1,000,000 Personal Injury.

2. Limits may be satisfied in combination with excess/umbrella policies on a following form basis.

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

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business Automobile Liability Insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits not less than $1,000,000 combined single limit per accident. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

Agreement with TRC Solutions, Inc. Page 33 of 35
Rev. 07-01-18
C. WORKERS’ COMPENSATION

1. Workers’ Compensation Insurance as required by statute and employer’s liability with limits not less than $1,000,000 per employee, accident, and disease.

D. PROFESSIONAL LIABILITY
Professional Liability Insurance appropriate to the Contractor’s profession and scope of work under the Agreement, with limits not less than $3,000,000 per claim and aggregate. Coverage must apply to acts, errors or omissions of Contractor, its contractors, subcontractors and subconsultants. Any policy inception date, continuity date, and/or retroactive date must be before the effective date of this Agreement and Contractor agrees to maintain continuous coverage for a period no less than three (3) years after completion of the services provided under this Agreement.

E. OTHER INSURANCE PROVISIONS

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are to be covered as additional insureds on the Contractor’s commercial general liability policy, including ongoing and completed operations, and auto liability policies in respect to liability arising out of Contractor’s work for City. This provision shall apply to any excess or umbrella liability policy.

2. Primary and non-contributing. For any liability arising from the scope of services under this Agreement, the Contractor’s insurance coverage shall be primary and non-contributory with any coverage maintained by the City or Indemnitees.

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

4. Qualifying Insurers. All of the insurance companies providing insurance for Contractor shall maintain, and provide written proof of, an A. M. Best Agreement with TRC Solutions, Inc. Page 34 of 35
Rev. 07-01-18
rating of at least A- VII or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives and shall be authorized to conduct business in the State of California.

5. Deductibles and Self-Insured Retentions. Deductibles and self-insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the deductible or retention. Payment of such deductibles and self-insured retentions are the sole responsibility of the Contractor. To the extent Contractor elects to self-insure, subject to City’s approval, such selfinsurance shall in no way limit the liabilities assumed by Contractor in this Agreement, including but not limited to City’s status as an additional insured or Contractor waiving its rights of recovery or subrogation.

6. Contractor’s Property. Contractor is solely responsible for the repair or replacement of Contractor’s personal property and equipment, whether owned or non-owned, used during Contractor’s work. The City shall have no responsibility to insure or cover the cost to repair or replace Contractor’s personal property or equipment, regardless of cause of loss.

7. Waiver of subrogation. Contractor hereby grants to City a waiver of any right to subrogation for itself or which any insurer of Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. This provision shall not apply to professional liability insurance.

8. Evidence of Insurance. Contractor shall provide proof of insurance compliance on an approved Acord or equivalent form signed by the insurer or an authorized agent of insurer (s) and including the policy endorsements required herein, such as additional insured, waiver of subrogation, and notice of cancellation. Upon City’s request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara – Electric Dept.

P.O. Box 100085 – S2 or 1 Ebix Way
Duluth, GA 30096 John’s Creek, GA 30097
Agreement with TRC Solutions, Inc. Page 35 of 35
Rev. 07-01-18
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]

9. Right of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement.

10. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City shall be entitled to broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

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

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

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

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

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-1117 Agenda Date: 11/18/2025

REPORT TO COUNCIL

SUBJECT
Action on an Agreement for Services with Utility Data Contractors, LLC to Provide all Professional Services to Upgrade Silicon Valley Power’s Geographic Information System, for a Maximum Compensation Amount Not-to-Exceed $1,596,900, to be Funded by Silicon Valley Power

BACKGROUND
The City’s Electric Utility, Silicon Valley Power (SVP), currently utilizes a Geographic Information System (GIS) developed by Environmental Systems Research Institute, Inc. (Esri). This system helps SVP manage assets, plan infrastructure, analyze data, and response to outages. To maintain vendor support and modernize the GIS, SVP must complete three related upgrades:

ArcGIS Pro
SVP’s existing platform, ArcGIS Desktop (ArcMap), is an older 32-bit system. Esri has released ArcGIS Pro, a modern 64-bit platform that uses a modern service-based industry-specific data model with enhanced functionality. Because ArcMap will no longer be supported after March 1, 2026, SVP must upgrade to ArcGIS Pro. This upgrade will allow SVP to perform faster and more advanced data analysis, work more efficiently with very large datasets, use integrated 2D and 3D mapping for clearer visualization, and take advantage of better integration with other GIS tools and services.

ArcFM Editor XI
SVP also uses ArcFM 10.8.1, a software extension developed by Schneider Electric to expand SVP’s GIS capabilities. To remain supported and compatible with the ArcGIS Pro upgrade, SVP must migrate from ArcFM 10.8.1 to ArcFM Editor XI.

ArcFM Mobile
As part of this transition, SVP plans to implement ArcFM Mobile, which will give both field and office staff access to real-time data and tools. With ArcFM mobile, staff will be able to access and update asset information in real-time, perform inspections and manage work orders more efficiently, collaborate seamlessly between field and office teams, work offline with full access to maps and records, and use advanced functions such as network tracing, digital markups, and field data collection.

Together, these upgrades will modernize SVP’s GIS system, ensure continued vendor support, and provide staff with improved tools for asset management, infrastructure planning, and outage response.

DISCUSSION
Pursuant to City Code Section 2.105.140(c), a formal Request for Proposals (RFP) was conducted, with the award recommendation based on “best value”.

City of Santa Clara Page 1 of 3 Printed on 11/14/2025
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25-1117 Agenda Date: 11/18/2025
RFP 23-24-81 was issued through the City’s e-procurement system to solicit proposals from qualified firms to perform the required GIS upgrades for SVP. Four responsive proposals were received from the following firms:
· Arini Geographics, LLC
· iSpatial Techno Solutions Inc
· TRC Solutions, Inc
· Utility Data Contractors, LLC (UDC)
A three-member evaluation panel, consisting of staff from SVP’s Asset Management Division and Support Services Group reviewed and scored the proposals. The panel applied the evaluation criteria and weights published in the RFP, including experience, technical capability, and cost. Following evaluation, the panel determined that the proposal from UDC provided the best value and fully met the requirements of the RFP.

The proposed agreement with UDC provides for all professional services required to complete the GIS upgrades, including:
· Migration of SVP’s Geometric Network to the Utility Network · Installation and configuration of ArcGIS Pro, ArcFM Editor XI, and ArcFM Mobile · Data migration from the current GIS system to the new Utility Network model · Design and implementation of the new Utility Network architecture · Training and knowledge transfer for SVP staff
· Technical documentation, testing, and deployment support · Hypercare support following go-live
The term of the agreement is approximately two years, through July 3, 2028. Compensation will be on a fixed-fee basis, with payments tied to the successful completion of key project deliverables, including system design architecture, production environment, and support services after go-live.

Travel costs will be billed separately as an additional expense. Table 1 provides a summary of the cost.

Table 1 - Cost Summary
Cost Element Total
Professional Services $1,408,056.45
Estimated Travel Costs $38,836.00
Contingency $150,007.55
Maximum Compensation $1,596,900.00
Ongoing software support after project completion will not be part of this agreement. Instead, software maintenance, updates, and technical support will continue to be covered under SVP’s existing licensing agreements with Esri (for ArcGIS Pro and Utility Network) and Schneider Electric City of Santa Clara Page 2 of 3 Printed on 11/14/2025
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25-1117 Agenda Date: 11/18/2025
(for ArcFM Editor XI and ArcFM Mobile).

ENVIRONMENTAL REVIEW
The proposed actions involve the approval of amendments to existing agreements for program and project management services. Any associated capital improvements have been or will be evaluated under the California Environmental Quality Act (“CEQA”). Therefore, the proposed actions do not constitute a “project” within the meaning of CEQA pursuant to section 15061(b)(3) of Title 14 of the California Code of Regulations as it can be seen with certainty that there is no possibility that the proposed approvals will have a significant effect on the environment.

FISCAL IMPACT
The maximum compensation under the proposed Agreement with Utility Data Contractors, LLC (UDC) is $1,596,900. The proposed amount includes a contingency of $150,007.55. Sufficient funds are available in the FY 2025/26 Operating Budget in the Electric Utility Operating Fund and may be included in capital projects budget where appropriate.

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

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

RECOMMENDATION

1. Authorize the City Manager or designee to execute an agreement with Utility Data Contractors, LLC (Agreement) to provide all professional services to upgrade Silicon Valley Power’s Geographic Information System, for a term ending on July 3, 2028, with a maximum compensation not-to-exceed $1,596,900, to be funded by the SVP Operating or Capital Fund; and

2. Authorize the City Manager or designee to take any actions necessary to implement and administer the Agreement including negotiating and executing future amendment(s) to (1) add or delete services associated with the services, (2) extend the term as needed to complete the project, and (3) make de minimis changes, provided that the total maximum compensation does not exceed $1,596,900, subject to the review and approval as to form by the City Attorney.

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

ATTACHMENTS

1. Proposed Agreement for Services with Utility Data Contractors, LLC City of Santa Clara Page 3 of 3 Printed on 11/14/2025
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Agreement with Utility Data Contractors, LLC Page 1 of 63 Rev. 07-01-18 (Version 1.1_03-28-2024)
EBIX Insurance No. *S200005651

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

UTILITY DATA CONTRACTORS, LLC

PREAMBLE
This Agreement is made and entered into on the date last signed by the Parties (“Effective Date”) between the City of Santa Clara, California, a chartered California municipal corporation (City) and Utility Data Contractors (UDC), a Colorado limited liability company (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties.”

RECITALS
A. City desires to secure the services (“Services”) more fully described in this Agreement, in Exhibit A, entitled “Scope of Services”;
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses, and desire to provide certain goods and/or required Services and goods of the quality and type which meet objectives and requirements of City; and, C. The Parties agree that Contractor will perform the Services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and conditions herein contained, the Parties hereto agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees and Payment Provisions
Exhibit C – Insurance Requirements
Agreement with Utility Data Contractors, LLC Page 2 of 63 Rev. 07-01-18 (Version 1.1_03-28-2024)
This Agreement, including the Exhibits set forth above, contains all the agreements, representations, and understandings of the Parties, and supersedes and replaces any previous agreements, representations, and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by written amendment to this Agreement, the term of this Agreement shall begin on January 5, 2026 and terminate on July 3, 2028.

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

4. WARRANTY
In addition to those warranties contained in Exhibit A, Contractor expressly warrants that all Services and materials covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements, and instructions applicable to this Agreement.

Contractor agrees to promptly replace or correct any incomplete, inaccurate, or defective Services or materials at no further cost to City when defects are due to the negligence, errors, or omissions of Contractor. If Contractor fails to promptly correct or replace Services or materials, City may make corrections or replace Services or materials and charge Contractor for the cost incurred by City.

5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
A. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services, including its duties and obligations, expressed and implied, contained herein. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. City expressly relies upon Contractor’s representations regarding its skills and knowledge.

B. Contractor warrants that all employees and subcontractor, if any, shall have sufficient skill and experience to perform the Services assigned to them.

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C. Contractor shall comply with all applicable federal, state and local laws in the performance of the Services; including but not limited to those of the Occupational Safety and Health Administration (OSHA) and the California Department of Industrial Relations and State Division of Industrial Safety and the professional standard of care. Where any applicable laws or ordinances conflict with the City’s requirements, the more stringent requirement(s) shall be followed. Contractor’s failure to be thoroughly familiarized with the provisions of any applicable federal, state, and local regulations, ordinances and codes shall not relieve Contractor from compliance with the obligations and penalties resulting therefrom.

D. Contractor represents and warrants to the City that it has, shall obtain, and shall keep in full force in effect during the Term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Contractor to practice its profession and to perform Services.

6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all Services rendered and materials provided by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES AND PAYMENT PROVISIONS.” The maximum compensation of this Agreement is ONE

MILLION FIVE HUNDRED NINETY-SIX THOUSAND NINE HUNDRED
DOLLARS ($1,596,900), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials, and equipment required to perform the Services including any taxes. All Services performed or supplies, materials and equipment provided in excess of the maximum compensation shall be at Contractor’s expense.

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

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

B. Termination for Default. For purposes of this Section 7.B., the word "Default" shall mean the failure of Contractor to perform any of Contractor's duties or obligations or the breach by Contractor of any of the terms and conditions set forth in this Agreement. In addition, Contractor shall be deemed to be in Default upon Contractor (i) applying for, consenting to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets; (ii) making a general assignment for the benefit of creditors; Agreement with Utility Data Contractors, LLC Page 4 of 63 Rev. 07-01-18 (Version 1.1_03-28-2024)
(iii) being adjudged bankrupt; (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing); or (v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of Contractor's assets or of Contractor's interests hereunder. In the event of any Default by Contractor, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession.

D. In the event of termination under sections 7.A. or 7.B., Contractor shall have no further rights hereunder.

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

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

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

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

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11. CONFIDENTIALITY OF MATERIAL
A. "Confidential Information” means, with respect to a Party hereto, all information or material which either (1) is marked or identified as “Confidential,” “Restricted,” or “Proprietary Information” or other similar marking or identification, or (2) the other Party knew, as recipient, or under the circumstances, should have known, was considered confidential or proprietary by the Disclosing Party (as defined below), except that this Agreement, Contractor pricing, and Contractor proposals incorporated into this Agreement shall not be deemed Confidential Information. Confidential Information shall consist of all information, whether in written, oral, electronic, or other form, furnished in connection with this Agreement by the Disclosing Party or its Representatives (“Representative” is defined as any elected and appointed officials, affiliate, director, officer, employee, agent, advisor or Contractor of a Party or any of its subsidiaries or affiliates) to the Receiving Party (as defined below) or to its Representatives, and specifically includes but is not limited to the (1) City’s individually identifiable customer information, (2) the City’s customer usage data and financial data, and (3) all City data to be migrated under this Agreement.

B. Contractor and the City shall each hold the other’s Confidential Information in confidence. Neither Party shall make the other's Confidential Information available in any form to any third party or use the other's Confidential Information for any purpose other than as specified in this Agreement. The Party providing Confidential Information (“Disclosing Party”) to the other Party (“Receiving Party”) shall remain the sole owner of such information.

Except as provided elsewhere within this Agreement, nothing contained in this Agreement shall be construed as granting or conferring any right or license in any Confidential Information or in any patents, copyrights, software or other technology, either expressly or by implication to the Receiving Party, or to its Representatives or to others. The term Confidential Information shall not include any of the following: (1) information already in possession of, or already known to, the Receiving Party as of the Effective Date without an obligation of confidentiality; (2) information in the public domain at the time of the disclosure, or which, after such disclosure, enters into the public domain through no breach of this Agreement by the Receiving Party or its Representative(s); (3) information lawfully furnished or disclosed to the Receiving Party by a non-party to this Agreement without any obligation of confidentiality and through no breach of this Agreement by the Receiving Party or its Representative(s); (4) information independently developed by the Receiving Party without use of any Confidential Information of the Disclosing Party; (5) information authorized in writing by the Disclosing Party to be released from the confidentiality obligations herein; or (6) this Agreement and Contractor’s proposals..

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C. By virtue of this Agreement, each Party hereto may disclose to the other Party information that is Confidential Information. This Agreement does not diminish, revoke or supersede any existing confidentiality, non-disclosure or similar agreement between the Parties that does not pertain to the subject matter of this Agreement. However, any Confidential Information, whether or not previously disclosed, that pertains to the subject matter of this Agreement shall be governed by the terms of this Section 11 which shall supersede any such previous agreement with respect to such Confidential Information and any Confidential Information relating to the subject matter of this Agreement that was exchanged under such previous agreement shall be treated as though it was exchanged under this Agreement as of the date of such exchange.

D. The Receiving Party will treat all Confidential Information of the Disclosing Party, no matter written, electronic, or oral, as confidential and proprietary, and the Receiving Party shall only use such information in furtherance of this Agreement. As such, the Receiving Party shall hold in confidence the Confidential Information of the Disclosing Party and ensure that such Confidential Information is not disclosed to any other person or entity, except as expressly permitted by this Agreement or as authorized in writing by the Disclosing Party. The Receiving Party shall not disclose Confidential Information of the Disclosing Party received under this Agreement to any person other than its Representatives who require knowledge of such Confidential Information in furtherance of this Agreement. The Receiving Party shall inform its Representatives of the confidential nature of the Confidential Information of the Disclosing Party and advise such Representatives of the limitations on the use and disclosure and prohibition on making copies or summaries of such Confidential Information. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives. Neither Party shall use the Confidential Information of the other Party for any commercial purpose.

E. If the Receiving Party becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information of the Disclosing Party or is requested Confidential Information pursuant to the California Public Records Act or similar law, the Receiving Party will provide the Disclosing Party with written notice of such an occurrence (if so permitted) as soon as possible. Thereafter, at its sole costs and expense, the Disclosing Party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. If the disclosing Party (i) waives compliance, (ii) fails to respond to the Receiving Party within five (5) business days, or (iii) after providing the notice and assistance required under this Section, the Receiving Party remains required by law to disclose any Confidential Information, the Agreement with Utility Data Contractors, LLC Page 7 of 63 Rev. 07-01-18 (Version 1.1_03-28-2024)
Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose. So long as it is consistent with applicable law, the Receiving Party will not oppose action by, and the Receiving Party will cooperate with, the Disclosing Party, at the Disclosing Party’s sole cost and expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. If the Disclosing Party fails to obtain such protective order or other remedy, or if the Disclosing Party waives compliance with the requirements of the preceding sentence, the Receiving Party will disclose only that Confidential Information that it is legally required to disclose, and will exercise commercially reasonable efforts, at Disclosing Party’s expense, to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.

F. In the event the Receiving Party discloses, disseminates or releases any Confidential Information, except as expressly permitted by this Agreement, such disclosure, dissemination or release will be deemed a material breach of this Agreement and the Disclosing Party may demand prompt return of all Confidential Information previously provided to the Receiving Party. As soon as the Receiving Party becomes aware that it has made an unauthorized disclosure of Confidential Information, the Receiving Party shall take any and all necessary actions to recover the improperly disclosed Confidential Information and immediately notify Disclosing Party regarding the nature of the unauthorized disclosure and the corrective measures being taken. Each Party agrees that any breach of their confidentiality obligations could cause irreparable harm to the other Party, the amount of which would be extremely difficult to estimate. Accordingly, it is understood and agreed that monetary damages would not be a sufficient remedy for any material breach of this Agreement and that specific performance and injunctive relief in addition to monetary damages shall be appropriate remedies for any breach or any threat of such breach. The provisions of this Paragraph are in addition to any other legal rights or remedies the Disclosing Party may have.

G. Within two (2) weeks of the termination of this Agreement, Contractor will return to the City or destroy, to the extent permitted by law, any and all Confidential Information, including all originals, copies, translations, transcriptions or any other form of material, without retaining any copy or duplicate thereof; provided that Contractor may retain Confidential Information contained on backup media created in the ordinary course of business provided further that there is no effort to access such Confidential Information and Contractor’s confidential obligations with respect to such information shall continue so long as such information is retained. Contractor shall certify in writing the destruction of the Confidential Information. The City may perform an audit of Contractor’s records to confirm the return or Agreement with Utility Data Contractors, LLC Page 8 of 63 Rev. 07-01-18 (Version 1.1_03-28-2024)
destruction of the Confidential Information. The City shall have this audit right for two (2) years after the termination of this Agreement.

H. Contractor shall implement and maintain technical and organizational measures to protect City's Confidential Information against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access as described in accordance with the highest industry standard and applicable law. Contractor shall adopt and maintain throughout the Term such security measures to encrypt City's Customer Data and other Confidential Information of City; to help ensure ongoing confidentiality, integrity, availability and resilience of the Services; to help restore timely access to City Confidential Information following an incident; and for regular testing of the effectiveness of Solution security. Contractor shall update or modify its data security measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services. Contractor shall ensure compliance with its data security measures described herein by its Representatives to the extent applicable to their scope of performance.

Without limiting City's remedies and notwithstanding anything to the contrary in this Agreement, Contractor shall immediately investigate and remediate any accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access of City's Confidential Information and take such actions as required by City in connection therewith.

I. Notwithstanding the termination of this Agreement, this Confidentiality Section shall survive the expiration or earlier termination of this Agreement.

12. OWNERSHIP OF MATERIAL
A. City shall furnish to Contractor such documents and materials as may be relevant and pertinent to the provision of Services hereunder as City may possess or acquire.

B. All documents and materials furnished by City to Contractor, pursuant to Section 12.A., shall remain the property of City and shall be returned to City upon termination of this Agreement, for any reason. All documents or material prepared or caused to be prepared by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall be considered works made for hire and shall become the exclusive property of the City, and City shall have the sole right to use such documents and materials without restriction or limitation on their use in City’s discretion without further compensation to Contractor or any other party.

Contractor shall, at Contractor’s sole cost and expense, provide such documents and material to City upon written request.

C. Documents and material prepared by Contractor, pursuant to this Agreement, are not intended or represented to be suitable for reuse by City or others on Agreement with Utility Data Contractors, LLC Page 9 of 63 Rev. 07-01-18 (Version 1.1_03-28-2024)
any other project. Any use of completed documents for other projects and any use of incomplete documents without specific written authorization from Contractor will be at City’s sole risk and without liability to Contractor.

Further, any and all liability arising out of changes made to Contractor’s deliverables under this Agreement by City or persons other than Contractor, is waived against Contractor and City assumes full responsibility for such changes unless City has given Contractor prior notice and has received from Contractor written consent for such change.

13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
A. City, through its authorized employees, representatives or agents shall have the right during the Term and for four (4) years from the date of final payment for Services or goods provided under this Agreement (“Audit Period”), to audit the books and records of Contractor for the purpose of verifying any and all Contractor invoices and charges.

B. Contractor shall keep records and invoices in connection with the Services for the length of the Audit Period. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City.

C. Contractor shall use recognized accounting methods in preparing reports and invoices submitted to the City in connection with the Services. City reserves the right to designate its own employee representative(s) or its contracted representative(s) with a certified public accounting firm who shall have the right to audit Contractor's accounting procedures and internal controls of Contractor's financial systems and to examine any cost, revenue, payment, claim, other records or supporting documentation resulting from any items set forth in this Agreement. If Contractor fails to provide supporting documentation satisfactory to City for costs charged, then Contractor agrees to reimburse City for those costs. Any such audit(s) shall be undertaken by City or its representative(s) at reasonable times and in conformance with generally accepted auditing standards. Contractor agrees to fully cooperate with any such audit(s).

D. Contractor will be notified in writing of any exception taken as a result of an audit. Any adjustments and/or payments which must be made as a result of any such audit or inspection of Contractor’s invoices and/or records shall be made within thirty (30) days from presentation of City’s findings to Contractor.

If Contractor fails to make such payment, Contractor agrees to pay interest, accruing monthly, at a rate of ten percent (10%) per annum unless another section of this Agreement specifies a higher rate of interest, then the higher rate will prevail. Interest will be computed from the date of written notification of exception(s) to the date Contractor reimburses City for any exception(s).

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discloses overcharges (of any nature) by Contractor to City in excess of one percent (1%) of the value of that portion of the Agreement that was audited, the actual cost of City's audit shall be reimbursed to City by Contractor.

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

14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement – including claims of any kind by Contractor’s employees or persons contracting with Contractor to perform any portion of the Services – and shall expressly include passive or active negligence by City connected with the Services.

However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

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

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

15. INSURANCE REQUIREMENTS
During the Term, and for any time period set forth in Exhibit C, Contractor Agreement with Utility Data Contractors, LLC Page 11 of 63 Rev. 07-01-18 (Version 1.1_03-28-2024)
shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.

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

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

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

Utility Data Contractors, LLC
82 Inverness Dr. E, #A1
Englewood, CO 80112
and by e-mail at [email protected] and [email protected] The workday the e-mail was sent shall control the date notice was deemed given. An e-mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

18. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state, and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Contractor’s attention is called to the regulations regarding Campaign Contributions (SCCC Chapter

2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter

3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally, Contractor has read and agrees to comply with City’s Ethical Standards Agreement with Utility Data Contractors, LLC Page 12 of 63 Rev. 07-01-18 (Version 1.1_03-28-2024)
(http://santaclaraca.gov/home/showdocument?id=58299).

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

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

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

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

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

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

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

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

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

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

UTILITY DATA CONTRACTORS, LLC
a Colorado limited liability company
Dated:

By (Signature):

Name:

Title:

Principal Place of
Business Address:

Email Address:

Telephone: (414) 915-8973
“CONTRACTOR”
09/24/2025
Hamid R Akhavan
CEO
82 Inverness Dr East Bldg A1
[email protected]
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EXHIBIT A

SCOPE OF SERVICES

TABLE OF CONTENTS
SECTION 1. GENERAL ...................................................................................................... 16 SECTION 2. SERVICES TO BE PERFORMED ................................................................. 17 SECTION 3. WORK PLAN .................................................................................................. 25 SECTION 4. SERVICE CHANGE REQUESTS (SCR) ....................................................... 50 SECTION 5. PURCHASE ORDER ISSUANCE AND ADDITIONAL SERVICES ................ 51 SECTION 6. TECHNICAL ASSUMPTIONS ........................................................................ 51 SECTION 7. E-BUILDER .................................................................................................... 53

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EXHIBIT A

SCOPE OF SERVICES
SECTION 1. GENERAL

1.1 Contractor shall provide all necessary professional and technical support services to develop and implement a plan to upgrade Silicon Valley Power’s (SVP) current ArcGIS/ArcFM Desktop environment to ArcGIS Pro/ArcFM Editor XI platforms to allow for the expansion of capabilities, streamline data management and workflows, and to migrate the existing data to the new software (“Project”). The Project includes:

1.1.1 Migrating the data from the Geometric Network (GN) to the Utility Network (UN).

1.1.2 Deploying the ArcGIS Professional (ArcGIS Pro) within ArcGIS Enterprise Professional environment.

1.1.3 Implementing ArcGIS Enterprise Professional and ArcFM Editor XI (ArcGIS Server and Portal).

1.1.4 Implementing Arc/FM Mobile application.

1.2 The following table outlines the transition from the current to the new system:

Old System New System Provided By
Geometric Network
(GN)
Utility Network (UN) Contractor (design and
implementation)
City (hardware and software
licenses - ESRI and Schneider
Electric)
ArcGIS/ArcFM Desktop
environment software
ArcGIS Pro/ArcFM Editor XI
Software
City software licenses - ESRI
and Schneider Electric)
ArcGIS Enterprise Pro (ESRI) City (software licenses-ESRI) ArcGIS Pro (ESRI) City (software licenses-ESRI)
ArcFM Editor XI (Schneider
Electric)
City (software licensesSchneider Electric)
Geodatabase Manager
(GDBM) XI (Schneider Electric)
City (software licensesSchneider Electric)
ArcFM Mobile XI (Schneider
Electric)
City (software licensesSchneider Electric)

1.3 Contractor shall provide comprehensive professional services for on-premises deployment of ArcGIS Pro within ArcGIS Enterprise Professional environment.

The design shall ensure robust security measures and adhere to industry best practices for cybersecurity, disaster recovery, and optimization of ArcGIS Agreement with Utility Data Contractors, LLC Page 17 of 63 Rev. 07-01-18 (Version 1.1_03-28-2024)
Enterprise, ArcGIS Pro, ArcFM Editor XI, and ArcFM Mobile with redlining capability on iPad devices offering both connected and disconnected access to the system.

1.4 To the extent not inconsistent with this Agreement, the City’s RFP 23-24-81 (including subsequent updates) and Contractor’s proposal response dated August 28, 2024, are hereby incorporated by reference herein and shall supplement this Scope of Services and be subject to the terms and conditions of the Agreement.

In the event of a conflict between the Agreement (including its Exhibits and the RFP 23-24-81 or Contractor’s proposal), the Agreement and its Exhibits shall govern.

SECTION 2. SERVICES TO BE PERFORMED

2.1 Phase I – Planning / Implementation Plan

2.1.1 Contractor shall prepare an Implementation Plan and approach for upgrading the ArcGIS/ArcFM environments and migrating data from the current GN to the new UN, that includes:

2.1.1.1 A full assessment of the current utility GIS data, integrations, applications, and business processes and practices.

2.1.1.2 Coordination with SVP staff and other City departments.

2.1.1.3 Evaluation of existing utility data and potential issues that could impede or complicate migration to the UN.

2.1.1.4 Identification of missing data elements required for the UN.

2.1.1.5 Recommendations for software applications, best practices, and tools required for migrating data to the UN.

2.1.1.6 Recommendations on how to perform data cleanup.

2.1.1.7 Recommendations on GIS data corrective actions that may be required before, during, and after the migration to the UN data model.

2.1.1.8 Identification of areas where the UN can enhance or streamline processes, increase efficiency, and improve
operations.

2.1.1.9 A data migration plan.

2.1.1.10 ArcFM Mobile application.

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2.1.1.11 The implementation plan shall clearly include:

2.1.1.11.1 Tasks and objectives.

2.1.1.11.2 Contractor and SVP responsibilities and
staffing requirements.

2.1.1.11.3 Server(s) specifications and requirements.

2.1.1.11.4 Data migration plan.

2.1.1.11.5 Backup management.

2.1.1.11.6 Implementation schedule.

2.1.1.11.7 Testing & acceptance.

2.1.1.11.8 Training plan.

2.1.1.11.9 Project schedule in Microsoft Project format.

2.2 Phase II – Implementation

2.2.1 Contractor shall perform the following implementation services:

2.2.1.1 Configuration and deployment of development, test, and production environments for the UN and various software applications.

2.2.1.2 Configuration to support data editing workflows.

2.2.1.3 Data cleanup based on the findings of the evaluation in Phase I.

2.2.1.3.1 Contractor shall identify any issues related to GIS data before, during, and after the
migration to the UN data model.

2.2.1.3.2 Contractor shall provide assistance to City
staff to resolve any issues with data migration,
as may be required.

2.2.1.4 On-premises configuration of hardware and servers for the development, test and production environments.

2.2.1.5 Data migration, installation and configuration.

2.2.1.6 Testing.

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2.2.1.7 End user administration training.

2.2.1.8 Help desk support and support tracking during
implementation phase.

2.2.2 Once the ArcGIS Pro, ArcFM Editor XI, ArcFM Mobile, and UN deployment are complete, Contractor shall provide training on managing services and backup management.

2.2.2.1 Contractor shall provide training for administration and utilization of the system to the SVP Assets Management
Group (AMG) and other end-users.

2.2.2.2 Contractor shall provide separate training for the ArcFM Mobile app for field service crews, AMG , SVP Systems
Support Group (SSG), and other end-users as identified by SVP.

2.2.3 Installation, Testing and Acceptance / Application Development and Configuration

2.2.3.1 Contractor shall configure the software to meet SVP’s functional and performance requirements, including multiple user environments, all interfaces (internal and external), and security environment.

2.3 Phase III – Deployment

2.3.1 Setup Requirements

2.3.1.1 Contractor shall setup the following products according to ESRI and Schneider Electric best practices:

2.3.1.1.1 ArcGIS Enterprise

2.3.1.1.2 ArcGIS Pro

2.3.1.1.3 ArcGIS Utility Network

2.3.1.1.4 ArcGIS Server

2.3.1.1.5 ArcFM Editor XI

2.3.1.1.6 ArcFM Mobile.

2.3.1.2 Contractor shall follow best practices for cybersecurity, reliability, and performance in the system set-up.

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2.3.1.3 Contractor shall be on site for the duration of the system setup. Remote access to SVP servers will not be allowed.

2.3.2 Transfer of Control

2.3.2.1 Contractor must complete setup of on-premises ArcGIS Pro with ArcGIS Enterprise, and turn over the management,
maintenance, and ownership to SVP after completion of
required testing & training.

2.3.3 Required Functionality:

2.3.3.1 Audit Function: The software applications shall provide a complete audit trail for SVP’s use. The audit trail, at a minimum, shall include the information needed to establish what events occurred, and when, and what person or system caused those events to occur. Such an event record shall have a date and timestamp for the event, the user ID
associated with it, the program or command that initiated the event, and the result.

2.3.3.2 Multiple User Access: The software applications shall be able to accommodate multiple users with varying levels of access, such as administrators, supervisors, engineers, project managers, operations staff, and field crew.

2.3.3.3 User Administration: SVP system administrators shall have the ability to add, modify, and remove user access, including the ability to assign roles to users, or groups, to control the user’s level of access to the software and any other
components as necessary.

2.4 Implementation Support Services

2.4.1 Scheduled Downtime, Application Maintenance and Upgrades

2.4.1.1 Scheduled downtimes require two (2) weeks advance notification and approval from SVP’s SSG. Maintenance must occur on weekends, City holidays, or at a designated down period when the software usage is at a minimum.

2.4.1.2 Contractor shall assist SSG in providing a test environment for Quality Assurance/Quality Control (QA/QC) throughout the duration of the Project.

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2.4.1.2.1 Contractor must conduct and test software
programming changes and maintenance
activities in the test environment prior to
deployment to the production environment.

2.4.1.2.2 Contractor must refresh the test environment
from the production environment daily or as
needed.

2.4.1.2.3 The test environment must be accessible to
authorized SVP staff.

2.4.1.3 During project development and implementation activities, Contractor shall provide and perform updates to the software as they are released. This includes installation and support of updates.

2.4.2 Training

2.4.2.1 Contractor shall provide training to SVP staff (approximately 15-20 individuals) in the operation of the software
applications, including application functions and any
procedures that are unique to job functions. The training shall be provided on-site at an SVP-designated training
facility/area.

2.4.2.2 Contractor shall develop and implement a detailed training plan for SVP system administrator staff (Train-the-Trainer), for the operation of all administrative processing functions. The Train-the-Trainer training plan may encompass a combination of classroom, small-group, and hands-on training in the use of the software and all related policies and procedures.

2.4.2.3 The training for SVP end-users shall be completed prior to the go-live date.

2.5 Documentation

2.5.1 Contractor shall provide detailed application manuals and procedures manuals in an electronic format. The manuals shall be routinely updated throughout Project implementation. Manuals and procedures must include, but not be limited to:

2.5.1.1 Detailed user manuals explaining each component of the software applications.

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2.5.1.2 Functional manuals tailored to the administrative user, explaining the processes that are related to the functional roles of the user(s).

2.5.1.3 Contractor will provide a customized web portal with messaging capability to display pertinent, ongoing systemwide information and training.

2.6 Support and Support Tracking

2.6.1 For the duration of the Project, Contractor shall provide an online ticketing system that will allow SVP to submit tickets for bugs and questions. The ticketing system will allow SVP to set a severity level and provide a detailed description of the concern and upload images.

Contractor will provide a dashboard for an overview of questions and the age of the request.

2.6.2 Contractor’s online ticketing system shall provide:

2.6.2.1 Monitored ticketing support

2.6.2.2 Monitored email support

2.6.2.3 Remote assistance using Remote Desktop and a Virtual Private Network where available

2.6.3 Contractor will be available during regular business hours, between 8:00 a.m. to 5:00 p.m. Monday through Friday, Pacific Time (PT). During these hours, SVP may call the Contractor’s account representative or project manager.

2.6.4 Account Management

2.6.4.1 Contractor shall identify a project manager or account representative position(s) to provide customer service and technical support.

2.6.4.2 The project manager or account representative is to be available during standard business hours via email and
telephone. Standard business hours are defined as 8:00 a.m. to 5:00 p.m. Pacific Time (PT), Monday through Friday.

2.6.5 Contractor shall provide a defined escalation procedure through the help desk for emergency support.

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2.7 Application Security Requirements
The following requirements apply to all software, applications, or technology platforms used by Contractor in performance of the Services.

2.7.1 Secure Application Platform

2.7.1.1 The software and Contractor must support deployment of host server and database security patches and service pack
updates within one week of patch release. Software and
Contractor must support new operating system versions
within six months of release. Software security vulnerabilities must be remediated via the development, testing, and timely release of security patches by the Contractor within fifteen (15) days of a vulnerability being identified.

2.7.1.2 The software must be a technology that has been in use for at least two years and from which most initial faults and inherent problems have been removed with updates available for identified security vulnerabilities. These patches must be installed within one week.

2.7.2 User Authentication

2.7.2.1 Password(s) must meet SVP’s security protocols and requirements.

2.7.2.2 Secure Authentication.

2.7.2.2.1 All authentication requirements for SVP
accounts (User/Admin/Remote) must meet
National Institute of Standards and
Technology (NIST) SP 800-53 SC-8/SC-13
guidelines at minimum. No unencrypted (plain
text) authentication data is authorized on SVP
information systems or applications.

2.7.2.2.2 NIST SP 800-122 will be the standard for
protecting sensitive data.

2.7.2.2.3 All encryption requirements must meet NIST
(Federal Information Processing Standards)
FIPS 140-2 requirements. This includes but is
not limited to user and administrator
authentication activity and additional security
measures, such as limiting access by IP
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address, as required. NIST documents can be
found by visiting https://www.nist.gov/.

2.7.2.3 Auditing and Logging.

2.7.2.3.1 The software must log all security related
events including logon, logoff, data
modification, data deletion, change in rights or
permission levels, and the addition of
data/information to the software.

2.7.2.3.2 Logs must include the User ID of the user that is generating the transaction, time of the
transaction, and details regarding the activity
(e.g., logon, logoff, or data details).

2.7.2.3.3 The system should support interoperability
and centralized logging and Security
Information and Event Management (SIEM)
technologies.

2.7.3 Compliance with Organization’s Security Policy, Standards and Procedures

2.7.3.1 All Contractor personnel, including subcontractors that work directly in, or from SVP facilities are subject to and required to follow SSG’s guidelines for software packages, as follows:

2.7.3.1.1 There shall be no cloud-based processes or
storage for utility data/utility drawings.

2.7.3.1.2 Vendors will not have administrative access to the system.

2.7.3.1.3 Servers will be managed solely from within
SSG. The platform may be managed by
users.

2.7.3.1.4 Non-administrators of the server will not have direct access to the server itself. Users will
have access to the services provided by the
server.

2.7.3.1.5 The platform should be Active Directory (AD)
compliant and manageable.

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2.7.3.1.6 No scripting languages will be exposed or
used by users for this system to operate.

2.7.3.1.7 The platform must run on a currently
supported operating system.

2.7.3.1.8 The platform will not use outdated software
and must be able to update when security
patches become available, or vulnerabilities
have been identified.

2.7.4 Information Technology Standards

2.7.4.1 Applications should support industry standard methods for the encryption of sensitive data in transit to/from the host/server system, storage subsystem, and client computer, such as secure versions of Secure Sockets Layer (SSL), Transport Layer Security (TLS), or secure File Transfer Protocol (FTP).

2.7.5 Location of Services

2.7.5.1 No resources or facilities located outside of the continental United States may be utilized to perform the services, without prior written consent of SVP.

SECTION 3. WORK PLAN

3.1 Project Initiation and Management

3.1.1 Contractor and SVP project teams shall participate in a kick-off meeting to review and finalize key aspects of the Project, including but not limited to:

3.1.1.1 Project team roles, responsibilities, and expectations for Contractor and SVP.

3.1.1.2 The Project work plan with services to be performed and associated deliverables.

3.1.1.3 Task assumptions and dependencies.

3.1.1.4 Project schedule.

3.1.1.5 Communications, such as workshop scheduling coordination, project status reporting, key points of contact, issue tracking, action item management, and project governance framework.

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3.1.1.6 Risk and issue reporting methodology including any known risks and mitigation plans, respectively.

3.1.1.7 Identification and adoption of any additional work products into the agreed upon list of deliverables.

3.1.1.8 Review of methodology and adoption topics to ensure a cohesive and streamlined approach.

3.1.2 Workshops - Project Initiation

3.1.2.1 Project Kick-Off Meeting.

3.1.3 Deliverables - Project Initiation

3.1.3.1 Project Management Documentation.

3.2 Operational Change Management
The scope and depth of operational change management services will be identified during the various phases of the Project to align with SVP’s specific requirements.

The level of involvement and specific service activities outlined below shall be included, and may be adjusted as needed during the various stages of the Project (development, test, and production) in order to meet SVP’s project goals and objectives:

3.2.1 Training Plan
Contractor shall create a training plan outlining the essential training required to facilitate the successful deployment and maintenance of the new system. The training plan will, at minimum:

3.2.1.1 Include a training schedule that is designed to minimize the gap between training sessions and system deployment.

3.2.1.2 Minimize disruptions to SVP 's production activities.

3.2.1.3 Include regular reviews with the SVP project team and be updated as needed.

3.2.2 Customized Training Programs

3.2.2.1 Contractor shall provide customized training for SVP personnel based on ESRI and Schneider Electric products.

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3.2.2.1.1 Training for core software products will be
provided from the software vendors, ESRI and
Schneider Electric (Subcontractors).

3.2.2.1.2 Contractor shall provide specific Train-theTrainer sessions for editing and mobile workflows.

3.2.2.1.3 Contractor shall provide online, and/or prerecorded demonstrations as part of the training plan.

3.2.2.2 The training program shall be developed with coordination between Contractor and SVP project teams.

3.2.2.3 The training shall target specific user groups to enhance effectiveness, including data maintenance users, field users, and enterprise users using web applications.

3.2.2.4 Contractor will include the following documents with the training programs:

3.2.2.4.1 ArcGIS Pro Utility Network Management
Training Document.

3.2.2.4.2 ArcFM Editor XI and GDBM XI Training
Document.

3.2.2.4.3 ArcFM Mobile XI Training Document.

3.2.3 Train-the-Trainer

3.2.3.1 Contractor shall lead the planning and creation of training materials, and ensure materials are provided ahead of
scheduled sessions.

3.2.3.2 Contractor will tailor Train-the-Trainer sessions to the needs of each user group, based on SVP data, focusing on
workflows specific to SVP user groups.

3.2.3.3 Contractor’s Train-the-Trainer sessions will highlight the differences between current mapping workflows and the new UN maintenance workflows.

3.2.4 Technical Knowledge Transfer
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3.2.4.1 Contractor shall conduct technical knowledge transfer training for SVP’s AMG and SSG, to ensure SVP staff is well-equipped to support the system after deployment. The training will include:

3.2.4.1.1 ArcGIS Pro/ArcFM Editor XI/GDBM XI
(i) Editing
(ii) Utility Network Management

3.2.4.1.2 ArcFM Mobile XI
(i) Basic Viewing
(ii) Red Lining
(iii) Tracing

3.2.5 Deliverables -Operational Change Management

3.2.5.1 Training Plan

3.2.5.2 ArcGIS Pro Utility Network Management Training Document

3.2.5.3 ArcFM Editor XI and GDBM XI Training Document

3.2.5.4 ArcFM Mobile XI Training Document

3.2.5.5 Onsite Train-the-Trainer sessions

3.3 DESIGN SYSTEM ARCHITECTURE

3.3.1 Determine Strategy
After the Project Kick-Off Meeting, Contractor shall establish a system architecture strategy for the Project, utilizing a series of workshops with SVP project team to discover current state conditions, capture future state requirements, and verify details to gain alignment

3.3.1.1 Discovery Requirements

3.3.1.1.1 Contractor shall submit request for current
state documentation pertaining to current
architecture diagrams and system usage
metrics.

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3.3.1.1.2 Contractor shall conduct discovery workshops
with SVP project team. The workshops shall
include the following topics in the business
architecture:
(i) Business Architecture
(ii) Technology Architecture
(iii) Information Architecture
(iv) Availability Architecture
(v) Security Architecture
(vi) Integration Architecture
(vii) Application Architecture

3.3.1.2 Draft Requirements Traceability Matrix (RTM).

3.3.1.2.1 Using the information complied during each
discovery workshop in Section 3.3.1.1.2,
Contractor shall create a draft RTM based on
the future state requirements. The RTM is
intended to capture SVP’s requirements, to
seek common alignment, and expose
unanticipated gaps.

3.3.1.2.2 Each RTM shall be in the form of a Microsoft
Excel spreadsheet and will contain both
functional requirements (FR) and nonfunctional requirements (NFR) specific to system architecture.

3.3.1.2.3 For each FR and NFR in the RTM, Contractor
shall include:
(i) Unique requirement identifier
(ii) Title
(iii) Description
(iv) Source
(v) Related architecture types
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(vi) Corresponding use cases (justifications)
(vii) Scope inclusion or exclusion

3.3.1.2.4 Contractor shall submit the draft RTM to SVP
project team for review and feedback.

Contractor will conduct a meeting to review the
RTM to discuss the feedback.

3.3.1.2.5 Contractor shall make any necessary
revisions to the FRs and NFRs based on the
feedback in the RTM review meeting and
submit the final RTM document to SVP project
team.

3.3.2 Create Solution

3.3.2.1 The system architecture aspects of the Project work will continue with determining a solution. Contractor shall develop the future state system architecture, through development of a technical specification, confirming that the design and sizing meet SVP requirements, and providing a formal
recommendation of the proposed solution.

3.3.2.2 Based on the information learned during the workshops above and the in-scope requirements, Contractor shall create a set of nine (9) draft future state system architecture design diagrams (also referred to as system views). The following details are to be incorporated into each of the nine (9) system views:

3.3.2.2.1 System Context View. A high-level
visualization of how the major GIS system
components will interact with one another and
with integrating systems.

3.3.2.2.2 Use Case View. Covers some of the most
critical business threads through Unified
Modeling Language (UML), based on cases to
demonstrate how the system will support
business scenarios.

3.3.2.2.3 Logical View. Presents next-level detail
between major system components through
UML sequence diagrams to identify key
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interfaces and requirements that will fulfill
operational requirements.

3.3.2.2.4 Software View. Depicts the technologies and
strategies that will be implemented as part of
the overall system.

3.3.2.2.5 Data View. Contains a low-level visualization of the major operational databases (including
detailed schema and storage information),
data marts, data lakes, and data warehouses
relevant to the GIS system components,
integrating systems, and the exchange of data
that will occur between them.

3.3.2.2.6 Network View. Encompasses a low-level
visualization of the inbound and outbound
network traffic that will occur between each of
the GIS system components as well as with
integrating systems.

3.3.2.2.7 Single Point of Failure (SPOF) View. Will
describe the various aspects of the overall
system that represent a single point of failure
to highlight the system’s weakest links.

3.3.2.3 Contractor shall continue the process of envisioning the future-state system architecture by generating draft system sizing details based on system load estimates, encompassing server and desktop hardware, and software configurations based on current and anticipated usage patterns.

3.3.2.3.1 The initial system sizing for development and test environments will be generated with the
future production environment in mind.

3.3.2.3.2 Initial system sizing will be revised based on input from SVP based on lower environment
expectations and any other identified
limitations.

3.3.2.4 Contractor shall develop a draft System Architecture Design Specification (SADS) for City review. The draft will
demonstrate how the future state system architecture will meet the City’s requirements and will contain system sizing Agreement with Utility Data Contractors, LLC Page 32 of 63 Rev. 07-01-18 (Version 1.1_03-28-2024)
and deployment pattern details pertaining to hardware,
software, integrating systems, and business processes.

3.3.2.5 Contractor shall conduct a diagram (system review) and SADS review meeting with City to confirm the system design.

After the meeting, Contractor shall revise the system views and SADS and submit to City.

3.3.3 Recommend Design

3.3.3.1 Contractor shall conduct a system design review meeting with City to discuss final deliverable feedback and make a
recommendation of a path forward in terms of future state system architecture.

3.3.4 Deliverables - Design System Architecture

3.3.4.1 Draft Requirements Traceability Matrix

3.3.4.2 Final Requirements Traceability Matrix

3.3.4.3 Draft SADS and diagrams

3.3.4.4 Final SADS and diagrams

3.4 Install and Configure ArcGIS Landscape

3.4.1 After the future state system architecture design is approved, SVP SSG shall provide, and set-up required hardware (infrastructure) based on the recommended specifications.

3.4.2 Contractor shall use a phased approach in its deployment strategy for installation and configuration of the UN related software, including all ArcGIS Enterprise components, across development, test, and production environments. The approach will be designed to minimize downtime and ensure a seamless transition.

3.4.3 Development Deployment – Contractor shall install and configure ArcGIS Server, Portal for ArcGIS, ArcGIS Data Store, and ArcGIS Web Adaptor in the development environment:

3.4.3.1 Contractor shall validate configurations and identify potential issues specific to the ArcGIS Enterprise ecosystem.

3.4.3.2 Contractor shall replicate the process in the QA environment to ensure all components integrate correctly.

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3.4.4 Production Deployment. Contractor shall leverage automated scripts and containerization technologies to efficiently install and configure ArcGIS Enterprise components.

3.4.4.1 Contractor will migrate critical systems during off-peak hours, with comprehensive rollback plans in place for each ArcGIS component.

3.4.4.2 Contractor shall implement deployment strategy for zero downtime upgrades of ArcGIS Enterprise, that allows for instant rollback if needed.

3.4.5 Contractor shall maintain close communications with SVP project team and provide real-time status updates to ensure minimal disruption to SVP operations.

3.4.6 ArcGIS Enterprise component installation: Contractor shall perform the following:

3.4.6.1 Deploy ArcGIS Server on multiple machines for distributed processing.

3.4.6.2 Install Portal for ArcGIS for web-based collaboration.

3.4.6.3 Setup of ArcGIS Data Store for data management.

3.4.6.4 Configure ArcGIS Web Adaptor for integration with existing web server.

3.4.7 Configuration of ArcGIS Enterprise: Contractor shall perform the following:

3.4.7.1 Set-up of Portal for ArcGIS, including the creation of initial administrator accounts and configuration of security settings.

3.4.7.2 Each ArcGIS Server instance shall be configured with a unique machine name and registered with applicable license and federated to Portal for ArcGIS to create a robust, scalable site.

3.4.7.3 ArcGIS Data Store will be configured and registered with Portal to ensure seamless data management. The integration aspects in this configuration phase will involve federating the GIS Server sites with Portal for ArcGIS, configuring
enterprise-wide security settings including authentication methods and SSL certificates, and setting up high availability Agreement with Utility Data Contractors, LLC Page 34 of 63 Rev. 07-01-18 (Version 1.1_03-28-2024)
for critical components, as required by the approved
specifications.

3.4.8 Contractor shall conduct thorough testing to verify that all components are communicating correctly. Testing shall include, at minimum, publishing and accessing of services across all servers, and performing load testing to ensure proper distribution of processing across the GIS servers.

3.4.9 Throughout the process, Contractor shall maintain comprehensive documentation of the setup, including server roles, IP addresses, specific configurations, and detailed diagrams of the various environments.

3.4.10 Contractor shall implement and test backup and recovery procedures for all ArcGIS Enterprise components to ensure data recoverability.

3.4.11 After the ArcGIS Enterprise has been installed, configured and tested, Contractor will install and configure the following applications:

3.4.11.1 ArcFM Editor XI

3.4.11.2 Geodatabase Manager XI (GDBM XI Electric)

3.4.11.3 ArcFM Mobile XI

3.4.12 Deliverables - Design System Architecture

3.4.12.1 Development Environment

3.4.12.1.1 Installed and configured ArcGIS Enterprise,
ArcFM Editor XI, and GDBM XI

3.4.12.1.2 Installed and configured commercial off-theshelf (COTS) ArcFM Mobile XI Electric Distribution/Electric Transmission (ED/ET)

3.4.12.2 Test Environment

3.4.12.2.1 Installed and configured ArcGIS Enterprise,
ArcFM Editor XI and GDBM XI

3.4.12.2.2 Installed and configured COTS ArcFM Mobile

XI ED/ET

3.4.12.3 Production Environment
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3.4.12.3.1 Installed and configured ArcGIS Enterprise,
ArcFM Editor XI and GDBM XI

3.4.12.3.2 Installed and configured COTS ArcFM Mobile

XI ED/ET

3.5 Discovery Requirements - Data Migration and Workflow Review

3.5.1 Conduct Current Workflow and Data Review
Contractor shall host a series of workshops with SVP Project Team to evaluate business object flow between systems, integration patterns employed, interfaces and payloads to/from GIS, data flows, and protocols used in each scenario. The results will be used to produce a gap analysis that identifies any gaps in the current systems, services, scripts, or integrations related to the transition to the UN. The gaps in capability or functionality related to the implementation of the UN will drive the design and development efforts. Current workflow and data topics shall include:

3.5.1.1 Review current electric transmission and distribution editing workflows

3.5.1.2 Review current integrations

3.5.1.3 Review current data model

3.5.1.4 Review current web and mobile applications

3.5.2 Conduct Initial Data Migration Iteration

3.5.2.1 Perform development migration. Contractor shall collaborate with SVP project team through all the Initial data migration iteration tasks to ensure that the data model review
progresses in line with expectations.

3.5.2.2 Assess Current State Data. To assess the current state data, contractors shall, at minimum:

3.5.2.2.1 Perform data preparation

3.5.2.2.2 Conduct data modeling

3.5.2.2.3 Conduct a target data analysis using
automated evaluation and manual evaluation
processes of the electric distribution and
electric transmission data.

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3.5.2.2.4 Align the current database schemas with the
features and characteristics of the ESRI UN
electric distribution and electric transmission
models.

3.5.2.3 Create and configure ArcGIS Pro Projects. Within the development environment, Contractor shall create and
configure a core ArcGIS Pro project for data editing for each electric distribution and electric transmission source
commodity.

3.5.2.4 Data Cutover Planning. Contractor shall collaborate with SVP to build a cutover strategy for each commodity. The plan may be revised throughout the Project. Key considerations for the cutover plan include:

3.5.2.4.1 Detailed data migration steps

3.5.2.4.2 Identification of responsible parties for
Production data migration

3.5.2.4.3 Timing

3.5.2.4.4 Dependencies

3.5.2.5 Review Data Assessment Results. Contractor shall facilitate separate workshops for electric distribution and electric transmission to review the assessment results.

3.5.2.5.1 Review data issues found and the
recommended mitigation for resolution.

3.5.2.5.2 Document missing data elements and data
quality issues that must be resolved prior to
migration in the Database Readiness
Assessment Report.

3.5.2.5.3 Recommend and document pre-migration
data enhancements to streamline future data
workflows and optimize performance.

3.5.2.6 Conduct Data Remediation and Check Point. Contractor shall review the dataset, with a focus on error/check type and will:

3.5.2.6.1 Document the findings for review with the SVP project team.

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3.5.2.6.2 Coordinate with the SVP project team on
correction rules as well as schedule and
timeline.

3.5.2.6.3 Create a work package to perform the data
corrections and remediation in a session
within the GIS by a GIS Specialist. Once edits
are completed any available QA/QC routines
will be executed. The session will then be sent
to another GIS Specialist for a QA/QC audit.

3.5.2.6.4 Contractor shall provide notification that the session has been completed and passed. The
notification shall include a summary of each
error type and the correction outcome.

3.5.3 Future Workflow Reviews.

In tandem with development migration activities, Contractor shall conduct Future Workflow Workshops with SVP project team to inform the finalization of workflow requirements, identification of gaps, and exploration of opportunities. Topics of these workshops shall include:

3.5.3.1 Future ArcFM Editor XI and GDBM XI Workflows

3.5.3.1.1 Future electric distribution editing workflows

3.5.3.1.2 Future electric transmission editing workflows

3.5.3.2 Future Mobile ArcFM XI Workflow

3.5.3.3 Future data and integrations

3.5.3.3.1 Review future integrations

3.5.3.3.2 Review future data models

3.5.4 Draft Requirements
After completing the discovery requirements in Sections 3.5.1 through

3.5.3, Contractor shall prepare a comprehensive set of requirements documentation and review with SVP project team. The requirements documentation shall, at minimum, contain the following:

3.5.4.1 A documented review of the current GIS data management practices and workflows, including data editing, processing, publishing, and sharing.

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3.5.4.2 Recommended approach for migrating and editing workflows from ArcMap with Attribute Assistant to ArcGIS Pro with Attribute/Topology Rules.

3.5.4.3 Recommendations for software and processes required for ongoing data quality assurance and quality control.

3.5.4.4 Recommendations for initial and future Utility Network data management practices including:

3.5.4.4.1 Web services for editing, publishing, viewing, and sharing Utility Network data.

3.5.4.4.2 Database administration.

3.5.4.4.3 Nightly scheduled automated data processing
workflows, backups, and synchronization.

3.5.5 Workshops – Discovery Requirements

3.5.5.1 Review current electric distribution and transmission editing workflows.

3.5.5.2 Review current integrations.

3.5.5.3 Review current data models.

3.5.5.4 Review current web and mobile Applications

3.5.5.5 Meeting series: Current Electric Distribution and Transmission Data Model Questions.

3.5.5.6 Review electric distribution and transmission data assessment results with SVP project team.

3.5.5.7 Review future electric distribution and transmission ArcFM Editor XI and GDBM XI workflows.

3.5.5.8 Review future ArcFM Mobile XI workflows.

3.5.5.9 Review future integrations.

3.5.5.10 Review future data models.

3.5.6 Deliverables – Discovery Requirements

3.5.6.1 Data assessment documents.

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3.5.6.2 Preliminary electric distribution and transmission data cutover plan.

3.5.6.3 Preliminary electric distribution and transmission asset package, Utility Network Database and Map Package.

3.5.6.4 ArcFM Editor XI and GDBM XI workflow solution requirements documentation.

3.5.6.5 ArcFM Mobile XI requirement documentation.

3.5.6.6 Integration requirements documentation.

3.5.6.7 Updated data models (schema mapper).

3.6 Design Applications
During the Design Applications task, Contractor shall create a comprehensive set of documentation necessary for a successful UN implementation, including both the data and applications tracts.

3.6.1 Draft/Update ESRI/ArcFM Editor XI Application Design Contractor shall perform an evaluation designed to align the ESRI and ArcFM Editor XI tools with SVP workflows and use cases, utilizing the development environment to drive needed discussions. Items to address in creation of the ESRI ArcGIS Pro, ArcFM Editor XI and GDBM XI Application Design Documentation may include, but are not limited to:

3.6.1.1 How the core ArcGIS Pro, ArcFM Editor XI, GDBM XI, and ArcFM Mobile XI tools address the requirements identified in workshops.

3.6.1.2 How the ArcGIS Pro application workflows are different from existing ArcGIS workflows:

3.6.1.2.1 ArcFM Editor XI

3.6.1.2.2 GDBM XI

3.6.1.2.3 Projects vs MXDs

3.6.1.3 Utility Network

3.6.1.3.1 Advanced Functionality (attribute rules,
associations, etc.)
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3.6.1.3.2 Data Structure (tiers, connectivity, etc.)

3.6.1.3.3 Branch versioning

3.6.1.3.4 Archiving

3.6.1.4 Database properties

3.6.1.5 ArcGIS Enterprise/Portal

3.6.1.6 ArcGIS Online Map Viewer versus Map Viewer

3.6.1.7 ArcGIS Dashboards

3.6.1.8 ArcFM Tenant

3.6.1.9 ArcFM Mobile

3.6.2 Draft Update ArcFM Mobile XI Design Documentation Contractor to perform an evaluation designed to align the ArcFM Mobile XI tools with SVP workflows and use cases, utilizing the development environment to drive needed discussions. Items to address in the creation of the Draft ArcFM Mobile XI Design documentation may include, but are not limited to:

3.6.2.1 How the ArcFM Mobile XI tools address the requirements identified in workshops:

3.6.2.1.1 Tracing

3.6.2.1.2 Location Search

3.6.2.1.3 Red lining

3.6.3 Integration Design

3.6.3.1 Contractor shall conduct a gap analysis, based on the results of the discovery activities in Section 3.5, to identify any gaps in the current systems, services, scripts, or integrations related to the transition to the UN.

3.6.3.2 Any identified gaps in capability or functionality related to the implementation of the Utility Network are to be included in the design and development discussions.

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3.6.3.3 Contractor shall evaluate opportunities to adopt integration patterns or upgraded systems that support current and futurestate architectures, reducing reliance on customizations, auto-scaled workload processing, and more active, eventdriven system interfaces reducing the use of passive integrations where appropriate.

3.6.3.4 Contractor shall work with SVP project team to provide an upgrade, replacement, or enhancement plan that will:

3.6.3.4.1 Reduce the need for future rework of these
integrations or systems.

3.6.3.4.2 Capitalize on the current development cycle to adopt more efficient, current, or enhanced
versions, protocols, or capabilities.

3.6.3.4.3 Coordinate the refactoring of existing
interfaces or the design of new interfaces as
determined in the system evaluation workshop
and review.

3.6.3.4.4 Consolidate interfaces where possible
aligning input/output operations through a
single service structure to reduce
development and future maintenance costs.

3.6.3.5 Contractor shall coordinate the design, development, testing, data handshakes, and release activities of all adjusted or new components deployed. Critical to the success of refactored or updated components will be re-establishing the baseline synchronization of shared data objects persisted across multiple systems. Data handshake planning and activities are to be included throughout the design, development, preProduction migration, and deployment tasks to reduce the occurrences of orphan records in any of the integrated
systems.

3.6.4 Workshops – Design Applications

3.6.4.1 Review design documents with SVP project team.

3.6.5 Deliverables - Design Applications

3.6.5.1 Finalized ArcFM Editor XI and GDBM XI workflow solution application design.

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3.6.5.2 Finalized ArcFM Mobile XI design documentation.

3.6.5.3 Finalized integration design documentation.

3.7 Finalize Production Scope

3.7.1 Using information obtained for the various workshops, development migration and prototypes, Contractor shall develop a implementation plan and timeline for both the data migration and application(s).

3.7.2 The implementation plan and timeline shall include:

3.7.2.1 A full schedule

3.7.2.2 Budget

3.7.2.3 Resource plan using all elements from the design phase

3.7.3 Deliverables - Finalize Production Scope

3.7.3.1 Production Release Schedule/Scope Documentation

3.8 Build and Configure Applications
Contractor shall configure and build the upgraded GIS environment in the development environment parallel with the test data remediation and migration efforts.

3.8.1 Configure Core ArcGIS Pro, ArcFM Editor XI and GDBM XI. Contractor shall configure the core components. Configuration will involve publishing electric distribution and electric transmission Map Services, Feature Services, and ArcGIS Pro Projects, including core symbology.

3.8.2 Configure Attribute Rules and Auto-updaters. Contractor will build and configure the necessary attribute rules, or Auto-updaters, to replace existing functionality. Any replacement requiring customization shall be identified in the integration design activities in Section 3.6.

3.8.3 Configure ArcFM Mobile XI Application. Contractor shall configure ArcFM Mobile XI Application, operational maps, and services, to include:

3.8.3.1 Basic searches

3.8.3.2 Tracing

3.8.3.3 Red lining
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3.8.4 Deliverables - Build and Configure Applications

3.8.4.1 Configured Core ArcGIS Pro, ArcFM Editor XI, and GDBM XI for electric distribution and electric transmission

3.8.4.2 Configured Mobile ArcFM Mobile XI application

3.8.4.3 Configured attribute rules/auto-updaters

3.8.4.4 Updated ESRI application design documentation

3.8.4.5 Updated integration design documentation

3.9 Promote to Test Environment

3.9.1 Contractor shall perform the following activities to test data migration.

The same approach shall be applied to both electric distribution and electric transmission models. There shall be two iterations to ensure that the promotion process is effective, and that the errors in the data mitigation have been resolved to move to the UN without disruption:

3.9.1.1 Contractor shall run its migration tool (HEIDE) using the revised Schema Mapper and load the resulting asset package into the UN. Contractor will evaluate the results for further details on any issues identified, including investigating any new dirty areas that are identified by this exercise. Contractor will then categorize and analyze the issues and define any required mitigations.

3.9.1.2 Validate the subnetworks created by the migration, including but not limited to associations, containments, subnetwork controllers and terminal connectivity.

3.9.1.3 Run the necessary post-processing tools as dictated by the data modeling and development migration reviews of UN
errors.

3.9.1.4 Collaborate with SVP project team to apply any of the findings to the data.

3.9.1.5 Use a combination of automated and manual methods to ensure successful migration and configurations.

3.9.2 Update ArcGIS Pro, ArcFM Editor XI and GDBM XI Configurations.

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3.9.2.1 Contractor will assess the initial core ArcGIS Pro Project configurations, including ArcFM Editor XI and GDBM XI
workflows as needed, to establish a new baseline.

3.9.3 Conduct Data Acceptance Testing

3.9.3.1 After the database undergoes a test migration, Contractor will proceed to Data Acceptance Testing (DAT), a critical task where SVP project team will review and validate the migrated data.

3.9.3.2 If the data is found to be unacceptable during DAT, Contractor will provide an additional mitigation planning task and a second iteration of test migration which will be handled through the Project governance process established in
Section 3.1.1.5.

3.9.3.3 Following DAT, at the data migration checkpoint, Contractor will address cutover planning. Contractor will continue to update the preliminary data cutover plan (part of the
Discovery Requirements task in Section 3.5) to incorporate any new dependencies resulting from resource availability, integrations requirements, and business needs.

3.9.4 Promote ArcFM Mobile XI and Web Applications

3.9.4.1 Contractor will promote all web maps, services, and configuration to the test environment for ArcFM Mobile XI and ensure that all required functionality is working accordingly before user acceptance testing (UAT) begins.

3.9.5 Conduct Data Migration Checkpoint

3.9.5.1 The data migration checkpoint is the final decision point to move forward to the Production data migration and is intended to allow SVP project team an opportunity for a Go/No-Go Decision related to Production implementation.

3.9.5.2 Contractor shall provide SVP project team with a checklist of all database requirements certified as complete prior to the final migration.

3.9.5.3 Additional key considerations for SVP include:

3.9.5.3.1 Data processing and UN build times for
migration
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3.9.5.3.2 Ongoing database maintenance post go-live

3.9.5.3.3 Pre and post data mitigation errors and
remediation

3.9.5.3.4 Pre and post UN errors for each tier

3.9.6 Workshops – Contractor will conduct test migration including:

3.9.6.1 Review electric distribution and transmission results

3.9.6.2 Conduct data acceptance testing in coordination with SVP

3.9.6.3 Conduct data migration check point

3.9.6.4 Go/No-Go Meeting

3.9.7 Deliverables - Conduct Test Migration

3.9.7.1 Data migrated to test environment

3.9.7.2 Test environment successfully deployed

3.9.7.3 Updated schema mapper

3.10 Create Test Cases and Conduct Testing

3.10.1 Contractor will execute thorough testing procedures in alignment with Project requirements. The test plan will provide an overarching framework for testing activities throughout the project lifecycle, outlining the overall testing approach, objectives, and schedule. These will include:

3.10.1.1 Contractor will work with SVP staff to create a test plan, test cases, and test scripts for each testing iteration to conform to the new environment.

3.10.2 Guided by the test plan, each testing iteration, including development testing, and UAT, will include:

3.10.2.1 Test execution

3.10.2.2 Issue management

3.10.2.3 Defect resolution

3.10.3 Testing activities will occur concurrently with the Build & Configure Applications and Pre-Production Migration tasks.

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3.10.4 Specific assignments for testing tasks will be determined based on project requirements and staffing considerations in collaboration with SVP project team.

3.10.5 Throughout the testing process, Contractor will log, track, and prioritize software defects using an appropriate tracking system.

3.10.6 Development Testing

3.10.6.1 Contractor and SVP staff shall conduct unit testing to evaluate its work in isolation using predefined unit test scripts. This activity will serve as a foundational step, allowing Contractor to assess component operations and ensure alignment with project requirements. Test cases and scripts will be created during this activity through collaboration with Contractor and SVP staff.

3.10.6.2 Following unit testing, Contractor and SVP staff shall conduct functional testing shall focus on verifying technical and business functions outlined in project requirements. This activity will be executed by following predefined test scripts.

3.10.7 Support User Acceptance Testing (UAT)

3.10.7.1 Once all data and applications are migrated to the test environment as well as functionally tested by Contractor, the UAT activity begins. This step represents the final
assessment before Production deployment, during which all system functionalities are validated.

3.10.7.2 SVP project team will execute the UAT scripts, with support from Contractor. This process entails two rounds of UAT, each round followed by a fix and redeploy activity, culminating in a smoke test of the applied fixes. Each round of UAT will be conducted after each iteration.

3.10.8 Deliverables - Create Test Cases and Conduct Testing

3.10.8.1 Test plan and test cases.

3.10.8.2 Round 1 UAT test results.

3.10.8.3 UAT cases complete and approved.

3.10.8.4 Updated cutover documentation.

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3.11 Deployment to Production Environment

3.11.1 Contractor shall work with SVP project team to move the application and data through the QA and production environments after the Application Configuration and Build Phase is completed.

3.11.2 The QA environment is the final stage prior to production deployment.

The final UAT and DAT will be completed in this environment.

3.11.3 The release to production will be executed following the final UAT for both applications and data, and will include all application, configuration, data, and integrations necessary to perform the final shift to the new system.

3.11.4 Contractor will work with SVP project team to deploy the solution and data through the Project environments (development, test, and production).

3.11.5 Contractor and SVP project teams will work collaboratively to build the deployment strategy across all phases of the project. This will include moving data, applications, and integrations throughout the project lifecycle.

3.11.6 Contractor and SVP project teams will develop a robust deployment plan that includes all critical components to effectively manage the complicated process of deploying the enterprise data and solutions.

Contractor will review release tasks and dependencies to make sure all items have been addressed. Considerations shall include:

3.11.6.1 Detailed Release Steps

3.11.6.2 Responsible Parties

3.11.6.3 Timings

3.11.6.4 Dependencies

3.11.7 Successful releases are repeatable. Contractor shall ensure the release process includes as much automation as possible through leveraging:

3.11.7.1 Automated code builds/continuous integration

3.11.7.2 Script configurations

3.11.7.3 Script data model changes or implementation of common tools
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3.11.7.4 Documented step by step instructions for manual steps

3.11.8 Conduct Production Migration.

Contractor will apply the same approach to both the electric distribution and electric transmission commodities. There will be two iterations to make sure that that promotion process is as effective as possible, and the data mitigation has resolved the errors necessary to move to the UN without disruption. The following activities will be included in the approach to production migration:

3.11.8.1 Contractor will work with SVP project team to demarcate SVP’s work order posting and any other edits to SVP’s
Production GIS.

3.11.8.2 Contractor will run its HEIDE migration tool using the revised schema mapper and load the resulting asset package into the UN. Contractor will evaluate the results for further details on issues, including investigating any new dirty areas that are identified by this exercise. Contractor will categorize and analyze the issues and then define any required mitigations.

3.11.8.3 Contractor will validate the subnetworks created by the migration, including but not limited to associations,
containments, subnetwork controllers and terminal
connectivity.

3.11.8.4 Contractor will run the necessary post-processing tools as dictated by the data modeling and development migration reviews of utility network errors, and work with SVP project team to apply any of the findings to the data.

3.11.8.5 Contractor and SVP project team will work to ensure the successful migration and configurations using a combination of automated and manual methods.

3.11.9 Update ArcGIS Pro, ArcFM Editor XI and GDBM XI Configurations.

3.11.9.1 Contractor will assess the initial core ArcGIS Pro Project configurations, including ArcFM Editor XI and GDBM XI
workflows as needed, to establish a new baseline,
recognizing the importance of maintaining and updating these configurations to ensure their continued effectiveness.

3.11.10 Promote ArcFM Mobile XI and Web Applications
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3.11.10.1 Contractor will promote all web maps, services, and configurations to the production environment for ArcFM
Mobile XI.

3.11.11 Conduct Data Migration Checkpoint

3.11.11.1 The data migration checkpoint is an important consideration from the perspective of end user performance, Production data migration risk management and mitigation, and longterm maintenance of the UN. This is the time for SVP project team to make the Go/No-Go decision related to Production implementation.

3.11.11.2 Contractor shall provide SVP project team with a checklist of all database requirements certified as complete prior to the final migration. Additional key considerations for SVP project team include:

3.11.11.2.1 Data processing and UN build times for
migration.

3.11.11.2.2 Ongoing database maintenance post go-live.

3.11.11.2.3 Pre and post data mitigation errors and
remediation.

3.11.11.2.4 Pre and post UN errors for each tier.

3.11.11.3 Deliverables - Production Cutover

3.11.11.3.1 Electric distribution and transmission asset package successfully loaded to production
environment.

3.11.11.3.2 Web Services and ArcGIS Pro, ArcFM Editor
XI and GDBM XI configured for editing.

3.11.11.3.3 ArcFM Mobile XI configured and deployed.

3.11.11.3.4 Production released.

3.12 Hypercare Support

3.12.1 Upon completion of the Production deployment of each commodity, Contractor shall provide remote support over a period of up to 30 days, starting from the date of the Production deployment completion.

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3.12.2 Support will be provided during normal business hours, Monday through Friday from 8:00 AM to 5:00 PM PST.

3.12.3 SVP shall request support from the Contractor’s Help Desk team using the methods described in Section 2.6.

3.12.4 If the allocated budget for support (see Table B2) is depleted within the 30 days, any additional allocation or support hours will be subject to additional costs and will require prior approval from City using the process in Section 4.

3.12.5 Contractor shall make SVP aware of the status of the allocated support budget and provide notification to SVP if the budget amount is nearing depletion within the 30 days.

3.12.6 Deliverables - Post-Production Support

3.12.6.1 Finalized electric distribution data cutover plan.

3.12.6.2 Finalized electric transmission data cutover plan.

3.12.6.3 30 days Hypercare Post-Production Support.

SECTION 4. SERVICE CHANGE REQUESTS (SCR)

4.1 During the performance of the Services, changes to the Services may be necessary to address unanticipated requirements.

4.2 Either the Contractor or City may propose an SCR. The proposed SCR shall be documented in writing and describe:

4.2.1 The nature of the change.

4.2.2 The reason for the change.

4.2.3 The impact on schedule.

4.2.4 The impact on cost, if any.

4.3 The City’s designated Project Manager shall have authority to review and approve SCRs, provided that the maximum compensation authorized under the applicable Purchase Order is not exceeded and the SCR does not materially alter the terms of the Agreement, except to modify the scope of Services.

4.4 Upon the City’s Project Manager’s written approval, Contractor shall proceed with the change. If the SCR exceeds the maximum compensation of a Purchase Agreement with Utility Data Contractors, LLC Page 51 of 63 Rev. 07-01-18 (Version 1.1_03-28-2024)
Order, City will review and issue a revised Purchase Order, if appropriate. All approved SCRs shall be incorporated into the Services.

SECTION 5. PURCHASE ORDER ISSUANCE AND

ADDITIONAL SERVICES

5.1 General Requirement
All Services under this Agreement must be approved by the City prior to commencement of work, and must be authorized through a valid Purchase Order issued by the City.

Contractor shall not perform any Services without such authorization. No Purchase Order or cumulative Purchase Order shall exceed the maximum compensation of the Agreement. All issued Purchase Order shall be incorporated the Agreement.

5.2 Additional Services
“Additional Services” means any services requested by the City that are not expressly included within the scope of Services but are related or necessary for their completion.

Additional Services may include, but are not limited to, configuration and implementation and post-implementation support and other related services necessary to complete the project. Prior to commencing any Additional Services, Contractor shall submit a proposal outlining the Additional Services to be provided, an estimate for labor and materials, and the proposed maximum fee. The City shall approve all Additional Services in writing. Such services shall be billed at either the rates set forth in Exhibit B, if applicable, or at a fixed price mutually agreed upon by the Parties. Once approved in writing by the City, these Additional Services shall be incorporated into the Agreement and deemed part of the Services without requiring a formal amendment or SCR. Contractor shall provide these approved Additional Services.

SECTION 6. TECHNICAL ASSUMPTIONS

6.1 Except for those items required to be submitted via eBuilder pursuant to Section 6, email transmittal will be sufficient for document deliverable submission.

6.2 Only core ESRI attribute rules, Auto-updaters and symbology will be used for migration. Any additions to the Project scope will be handled through the project governance process established in Section 3.1.1.

6.3 SVP shall provide Contractor with access to the necessary environments and the data required to perform the work without performance issues.

6.4 SVP shall allow Contractor to install its HEIDE tool on the SVP desktop environment.

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6.5 SVP shall be responsible for all software installation media, licensing, and hardware required to support the Project.

6.6 SVP will assist in the identification and coordination of key stakeholders for project initiation meetings and ensure that the required project stakeholders attend scheduled workshops and meetings.

6.7 SVP will provide Contractor with existing documentation as necessary.

6.8 SVP will maintain open communication and collaboration with Contractor during the Post- Production support period for effective issue resolution.

6.9 SVP will be responsible for performing Data Acceptance Testing.

6.10 The scope of the proposed system architecture services is limited to activities and deliverables pertaining to system design for the Utility Network. System architecture services related to system monitoring, performance assessment, and tuning, or any other topics outside the realm of system design are out of scope.

6.11 Although Contractor will discuss a limited set of cloud topics as part of the Discovery workshops, the system design services defined throughout this Project will only consider on-premises components/environments and do not include cloud as part of the future-state system architecture.

6.12 SVP will support the Discovery workshops by providing subject matter experts who are knowledgeable in the current-state GIS and familiar with future-state GIS requirements.

6.13 SVP will not withhold information vital to the success of system architecture activities or the accuracy of system architecture deliverables. Contractor will not divulge sensitive system architecture information to organizations outside the project or without SVP’s authorization.

6.14 SVP will review deliverables, as well as provide related feedback and approvals, within the time durations prescribed by the proposed project schedule.

6.15 A total of three separate GIS environments (development, test, and production), each with their own integrating system counterparts, will exist within the SVP Information Technology ecosystem once the Utility Network goes live.

6.16 SVP will work with their ESRI Customer Service Representative to determine eligibility and quantities needed for licensing and user roles as well as identifying software purchases and future ongoing costs.

6.17 The Project scope described in Sections 1 through 3 above exclusively addresses the design of applications, web viewers, dashboards, and integrations. It does not Agreement with Utility Data Contractors, LLC Page 53 of 63 Rev. 07-01-18 (Version 1.1_03-28-2024)
include any development, coding, or implementation activities associated with these components.

6.18 Contractor will provide specific train-the-trainer sessions around editing and mobile workflows. Contractor shall not provide SVP with training for core software (ESRI and Schneider Electric products).

6.19 SVP will be responsible for managing security, patching, software updates, maintaining uptime, and performance for all applications other than GIS and Mobile GIS the duration of the project.

SECTION 7. E-BUILDER

7.1 Use of e-Builder. When required by City, Contractor shall use e-Builder for submission of data and documents to City throughout the Term. e-Builder is a web-based construction management application hosted by e-Builder, Inc. For certain projects to be defined by the City, e-Builder shall be the primary means of project information submission and management or as otherwise agreed upon with the City.

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

7.3 E-builder Training. Contractor is required to obtain all necessary training to use the e-builder software. Contractor must participate in at least one classroom training or a web-based seminar as determined by City.

7.4 Connectivity to e-Builder. e-Builder is a web-based environment and therefore it is subject to the inherent speed and connectivity limitations of the Internet.

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

7.5 Acceptance of Information. Data entered in a collaborative mode (entered with the intent to share as determined by permissions and workflows within the e-Builder system) by the City and the Contractor will be jointly owned. Contractor is Agreement with Utility Data Contractors, LLC Page 54 of 63 Rev. 07-01-18 (Version 1.1_03-28-2024)
responsible for managing, tracking, and documenting the Services as provided in the Agreement and to comply with the requirements of this Agreement. The City's acceptance of documentation in e-builder via automated system notifications or audit logs extends only to the face value of the submitted documentation and does not constitute validation of the Contractor's submitted information.

7.6 Format of Project Documents. In addition to submittal of documents through eBuilder, at the City’s sole discretion, the City may require Contractor to submit documents in hard copy format, or both electronic and hard copy format.

7.7 Project Communication. While regular email may still be used for communication, when requested by City, e-Builder shall be used as much as possible in connection with all document and information management required in the performance of Services where City has directed the use of e-Builder. Contractor shall be responsible for scanning or otherwise converting to electronic format all submittals, correspondence, drawings, sketches, payment requests, change orders, reports, and other documents associated with the Services, and uploading them to the eBuilder website. Contractor shall be responsible for the validity of its information placed in e-Builder. Contractor shall use the existing forms and processes in eBuilder to the maximum extent possible. If a required form does not exist in eBuilder, Contractor may include a form of its own or one provided by the City (if available) as an attachment to a submittal or process.

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

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

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EXHIBIT B

SCHEDULE OF FEES AND PAYMENT PROVISIONS
SECTION 1. MAXIMUM COMPENSATION
The maximum compensation payable to Contractor during the Term shall not exceed the amount in Section 6 of this Agreement. See Table B1 for summary.

Table B1: Maximum Compensation Summary
Cost Element Total
One-Time Implementation Cost $1,408,056.45
Estimated Travel Cost $38,836.00
Contingency (SCRs, Additional Services, etc.) $150,007.55 Maximum Compensation $1,596,900.00
SECTION 2. SYSTEM IMPLEMENTATION COST

2.1 Contractor shall complete the Services in Exhibit A for a fixed fee of $1,408,056.45.

Payment for Services shall be made in accordance with the Milestone Payment Schedule in Table B2. Contractor shall submit an invoice only upon the City’s written confirmation that the applicable deliverable(s) in Exhibit A have been satisfactorily completed. Each milestone payment is a lump-sum amount and must be invoiced in full; partial or split invoicing of a milestone payment is not permitted.

The milestone amounts in Table B2 excludes reimbursable travel costs, which are addressed separately in Section 2.2 of this Exhibit B.

Table B2 – Milestone Payment Schedule
Milestone
No.

Deliverable Payment Amount
1 Project Initiation and Management /
Completion of Project Kickoff Meeting
(Exhibit A, Section 3.1)
$76,058.49
2 Design System Architecture / Determine
Strategy (Exhibit A, Section 3.3.1)
$109,149.18
3 Design System Architecture / Create Solution
(Exhibit A, Section 3.3.2)
$99,086.89
4 Design System Architecture / Development
Environmental Installation (Exhibit A, Section

3.4.12.1)
$88,374.49
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5 Design System Architecture / Test
Environment Installation (Exhibit A, Section

3.4.12.2)
$68,542.49
6 Design System Architecture / Production
Environment Installation (Exhibit A, Section

3.4.12.3)
$72,650.72
7 Discovery Requirements / Current Workflow
and Data Review (Exhibit A, Section 3.5.1)
$35,066.49
8 Discovery Requirements / Perform ED
Development Migration/Meeting Series:

Current ED/ET Data Model Questions,
Concurrent with Review (Exhibit A, Section

3.5.2)
$196,978.49
9 Discovery Requirements / Conduct
Requirements Review (Exhibit A, Section

3.5.4)
$64,222.49
10 Conduct Application Design / (Exhibit A,
Section 3.6)
$42,070.49
11 Build and Configure Applications
Development / (Exhibit A, Section 3.8)
$37,006.49
12 Promote to QA Environment – UAT (Exhibit
A, Section 3.9)
$181,646.49
13 Create Test Cases and Conduct Testing
(Exhibit A, Section 3.10)
$80,590.49
14 Promote to Production Environment (Exhibit
A, Section 3.11)
$97,606.49
15 Conduct End User Training – Onsite (Exhibit
A, Sections 2.4.2.1 and 3.2.2)
$62,558.49
16 Conduct Train-the-Trainer (Exhibit A,
Sections 2.4.2.2 and 3.2.3)
$52,867.29
17 Provide 30-Day Hypercare Support Services
(Exhibit A, Section 3.12)
$43,580.49

2.2 The City has allocated an estimated amount of $38,836.00 for travel expenses under this Agreement. Reimbursement of travel costs shall not exceed this amount. All travel expenses must be (i) directly related to the performance of Services under this Agreement, (ii) pre-approved in writing by the City’s Project Manager, and (iii) comply with U.S. General Services Administration (GSA) per diem rates in effect at the time of travel. Airfare and rental cars shall be at economy rates. Contractor shall submit receipts or other supporting documentation with each invoice.

Agreement with Utility Data Contractors, LLC Page 57 of 63 Rev. 07-01-18 (Version 1.1_03-28-2024)
SECTION 3. ADDITIONAL SERVICES

3.1 Compensation for Additional Services shall be billed at the hourly rates listed in Table B3, or at a fixed price. Such services are subject to approval by the City pursuant to Section 5.2 of Exhibit A.

3.2 Rates in Table B3 are fully burdened and will remain fixed for the first two years of the Agreement.

Table B3 – Hourly Rates
Classification Hourly Rate
Project Management $196
Analyst $99
Sr. Analyst $143
Developer $118
Sr. Developer $204
System Architect $239
Consultant $148
Sr Consultant $195

3.3 In the event that Services extend beyond two years from Effective Date, Contractor may propose a rate adjustment for Additional Services. Contractor shall notify the City ninety (90) days in advance of any proposed rate adjustment. Any rate adjustments are subject to the approval by the City and must be substantiated by the Contractor to the satisfaction of the City. Requests for adjustments that exceed 3% will not be considered by the City.

3.4 Invoices for Additional Services shall clearly identify the approved scope of work, the applicable hourly rate or fixed price, and the total hours incurred (if hourly).

SECTION 4. PAYMENT PROVISIONS

4.1 The City agrees to compensate Contractor for the Services performed in accordance with the terms and conditions of this Agreement.

4.2 Contractor shall provide an invoice to the City that includes the Invoice Number, Purchase Order Number, and Invoice Period.

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

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

Agreement with Utility Data Contractors, LLC Page 58 of 63 Rev. 07-01-18 (Version 1.1_03-28-2024)

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

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

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

Agreement with Utility Data Contractors, LLC Page 59 of 63 Rev. 07-01-18 (Version 1.1_03-28-2024)

EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and Agreement with Utility Data Contractors, LLC Page 60 of 63 Rev. 07-01-18 (Version 1.1_03-28-2024)
c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

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

C. WORKERS’ COMPENSATION

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

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

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

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

Agreement with Utility Data Contractors, LLC Page 61 of 63 Rev. 07-01-18 (Version 1.1_03-28-2024)
E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

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

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

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

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

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

Agreement with Utility Data Contractors, LLC Page 62 of 63 Rev. 07-01-18 (Version 1.1_03-28-2024)
F. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:

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

Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

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

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

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

H. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its Agreement with Utility Data Contractors, LLC Page 63 of 63 Rev. 07-01-18 (Version 1.1_03-28-2024)
equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Upon City’s request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be emailed to [email protected], or by mail to:

EBIX Inc.

City of Santa Clara – Silicon Valley Power
P.O. Box 100085 – S2
Duluth, GA 30096
Telephone number: 951-766-2280
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-1573 Agenda Date: 11/18/2025

REPORT TO COUNCIL

SUBJECT
Action on Award of Contracts for As-Needed Engineering Support Services to Electric Power Engineers, LLC, Flynn Resource Consultants, Inc., Handran Engineering, Leidos Engineering, LLC, and Power-Tech Engineers, Inc. with an Aggregate Maximum Compensation Not-to-Exceed $15 Million, Inclusive of the Option Year, to be Funded from the Electric Utility Fund and the Electric Utility Capital Fund

BACKGROUND
The City of Santa Clara’s Electric Utility, Silicon Valley Power (SVP), has provided electric service for over 125 years and is experiencing significant continued growth. In response, SVP has developed a capital improvement strategy to address both near-term and long-term load growth.

On September 28, 2021 (RTC # 21-871), the City Council accepted SVP’s Three-Year Growth Plan Strategy, which identified $300 million of proposed projects to install new facilities and replace aging infrastructure with higher capacity infrastructure. On November 15, 2022 (RTC # 22-1172), the City Council accepted SVP’s System Expansion Plan for the California Independent Operator’s (CAISO) Transmission Planning Process (TPP) FY2023/24.

The SVP System Expansion Plan anticipates a peak system load of 819 megawatts (MW) in 2025 and 1,306 MW by 2032. The plan identifies both near-term and ten-year improvements required to maintain electric service reliability in anticipation of the projected load growth. It also provides a technical basis for the analysis, including a summary of proposed projects.

To support the implementation of these initiatives, SVP requires engineering support services focused on system studies, planning, and operational reliability. These services provide technical expertise in the following areas:
· Transmission planning for real-time operations
· System enhancement and expansion transmission planning · Project scheduling
· Communications engineering (wide area network)
· System operations business planning
· Commissioning and testing support

DISCUSSION
Pursuant to Section 2.105.140(c) of the Santa Clara City Code, a formal Request for Proposals (RFP) was conducted, with the award recommendation based on “best value.” City of Santa Clara Page 1 of 3 Printed on 11/14/2025
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25-1573 Agenda Date: 11/18/2025
The RFP for Engineering Support Services was published on the City’s e-procurement system. Six proposals were received and independently evaluated by a three-member evaluation panel based on the criteria and weights published in the RFP, including experience, technical capability, and cost.

The evaluation panel determined five of the six proposals met the requirements of the RFP.

Based on the evaluation results, staff recommend entering into five separate agreements with the following firms:
· Electric Power Engineers, LLC
· Flynn Resource Consultants, Inc.
· Handran Engineering
· Leidos Engineering, LLC
· Power-Tech Engineers, Inc.

Each agreement will have a five-year term starting on December 1, 2025, through November 30, 2030, with an option to renew for one additional year through November 30, 2031. Rates are established in each agreement and will remain fixed for the first two years. Thereafter, firms may request rate increases, subject to approval by the City. Any rate adjustments must be substantiated by the firms to the satisfaction of the City.

The scope of services under each agreement includes system-level and operational engineering support, such as transmission and reliability studies, load flow analysis, project scoping, and regulatory submittals required for the CAISO and the North American Electric Reliability Corporation (NERC) compliance. Work under these agreements will be authorized on an as-needed basis through the work-order process aligned with the RFP award process for the actual work and consistent with Purchasing procedures.

Staff recommends entering into each agreement (Attachments 1 to 5) with an initial compensation of $1,000,000 (totaling $5,000,000), with authority delegated to the City Manager to amend each agreement up to an aggregate maximum amount of $15,000,000. This will allow SVP to manage costs in line with actual work requirements while maintaining the ability to respond as project demands increase.

Approval of these proposed agreements will ensure SVP has the technical resources necessary to support transmission planning, system reliability, and regulatory compliance identified in the System Expansion Plan and Three-Year Growth Plan Strategy.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) 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. The environmental impacts of the associated improvement projects have already been separately analyzed.

FISCAL IMPACT
The combined maximum compensation under the proposed agreements is $15,000,000 over the term of the agreements. Sufficient funds are available in the FY 2025/26 Operating Budget in the City of Santa Clara Page 2 of 3 Printed on 11/14/2025
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25-1573 Agenda Date: 11/18/2025
Electric Utility Operating Fund and may be included in capital project budgets in the Electric Utility Capital Fund where appropriate.

Funds required for the agreements in future years will be included in the proposed budgets for the corresponding years.

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] or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Authorize the City Manager or designee to negotiate and execute agreements with (i) Electric Power Engineers, LLC, (ii) Flynn Resource Consultants, Inc, (iii) Handran Engineering, (iv) Leidos Engineering, LLC, and (v) Power-Tech Engineers, Inc. for as-needed engineering support services for a five-year term starting on December 1, 2025, and ending on or around November 30, 2030, with an initial maximum compensation of $1,000,000 per agreement for an aggregate amount of $5,000,000, to be funded by the Silicon Valley Power Operating or Capital Fund as applicable, and subject to the review and approval as to form by the City Attorney; and

2. Authorize the City Manager to take any actions as necessary to implement and administer the above agreements, and negotiate and execute amendments to (a) add or delete services consistent with the scope of services, (b) adjust future rates to account for reasonable changes in labor rates, (c) adjust the maximum compensation in each agreement as needed, subject to a total maximum aggregate compensation not-to-exceed $15,000,000 (an increase of $10,000,000) across all five agreements, to be funded by the SVP Operating or Capital Fund as applicable, (d) exercise an option to extend the term of each agreement through November 30, 2031, and (e) make de minimis changes, all subject to the appropriation of funds, and the review and approval as to form by the City Attorney.

Reviewed by: Nico Procos, Director of Silicon Valley Power Approved by: Jovan D. Grogan, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-946 Agenda Date: 11/18/2025

REPORT TO COUNCIL

SUBJECT
Action on the Award of a Public Works Contract for the Henry Schmidt Park Playground Rehabilitation Project to Suarez & Munoz Construction, Inc.

BACKGROUND
Henry Schmidt Park is located at 555 Los Padres Boulevard and is bounded by Los Padres Boulevard to the west, Saratoga Avenue to the south, and residential properties to the north and east (Attachment 1). The park was constructed 1977 and has been operating since that time without any major improvements. The Facility Condition Assessment (Kitchell, 2018) indicated that the playground and amenities were in poor condition and the building was in fair condition. The playground condition was downgraded to critical and the train-themed play structures were removed due to their unsafe condition.

In February 2023, the City Council approved an agreement with Gates & Associates, Inc. for the first phase of the Henry Schmidt Park Playground Rehabilitation (Project), which includes conducting a detailed site and facility condition assessment, technology needs assessment, ADA evaluation, community outreach, and preparing an overall site-specific plan and schematic design for the playground rehabilitation plan.

On April 9, 2024, the City Council approved the Henry Schmidt Park Master Plan Update, the playground schematic design, and Measure R Ordinance. The City Council also approved Amendment No. 1 to the Agreement with Gates and Associates, Inc. for the second phase of the Project on April 23, 2024. This phase included preparing bid documents (plans, specifications, and engineer’s estimate - PS&E) for public works bidding, assisting with obtaining permits, and providing engineering support services during bid and construction.

The Project scope of work includes demolition of the existing playground, installing new ageappropriate playgrounds for ages 2-5 and 6-12, covered and uncovered picnic areas, fitness stations, hardscape, perimeter path, site furnishings, site lighting, tennis court sports lighting, restroom renovations, removal and replacement of landscaping and irrigation, temporary access to building, parking lot pavement rehabilitation, and other miscellaneous work to complete the Project.

DISCUSSION
In August 2025, a competitive Request for Bids (RFB) for construction of the Project was published on the City’s bid notification system, BidNet. The RFB was viewed by over 35 vendors, including contractors, suppliers, plan rooms, and builder exchanges, among others. Additional vendors were able to view the RFB as members of various plan rooms and builder exchanges. Staff also reached out to contractors and vendors who had submitted bids on similar past projects.

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25-946 Agenda Date: 11/18/2025
On September 18, 2025, bids for the Project were opened via video conference. Seven bids were received ranging from $4,638,376 to $6,868,600. The Bid Summary is included as Attachment 2. The lowest bid submitted by Galeb Paving Inc. was reviewed and determined to be non-responsive because it did not include certain documentation required in the bid package and did not provide a full description of litigation history for the past ten years. The bid submitted by the second apparent low bidder Suarez & Munoz Construction, Inc. in the amount of $4,812,274 was reviewed by Public Works staff and the City Attorney’s Office for compliance with the terms and conditions of the bid documents and has been determined to be a responsive and responsible bid. This bid amount is 32 percent below the engineer’s estimate of $7,124,432. Staff recommends awarding the construction contract to Suarez & Munoz Construction, Inc.

Award of contract will enable construction of the Project to commence, with substantial completion anticipated in Fall 2026. The date is subject to change based on any unforeseen conditions discovered during construction. The contract includes prevailing wage requirements.

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

FISCAL IMPACT
The approximate cost of the contract for the Henry Schmidt Park Playground Rehabilitation Project is $4,812,274, plus a 15 percent contingency of $721,841 for any potential change orders, for a total not-to-exceed contract amount of $5,534,115. Funding for the contract is available in the Henry Schmidt Park Playground Rehabilitation Project in the Parks and Recreation Capital Fund and the Henry Schmidt Playground Rehabilitation Project in the Measure I General Obligation Bond Projects Fund.

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

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

RECOMMENDATION

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

2. Award the Public Works Contract for the Henry Schmidt Park Playground Rehabilitation Project to the lowest responsive and responsible bidder, Suarez & Munoz Construction, Inc., in the amount of $4,812,274 and authorize the City Manager or Designee to execute any and all documents associated with, and necessary for the award, completion, and acceptance of this City of Santa Clara Page 2 of 3 Printed on 11/14/2025
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25-946 Agenda Date: 11/18/2025
Project in final forms approved by the City Attorney; and

3. Authorize the City Manager or Designee to execute change orders up to approximately 15 percent of the original contract price, or $721,841, for a total not to exceed amount of $5,534,115.

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

ATTACHMENTS

1. Project Location Map

2. Bid Summary
City of Santa Clara Page 3 of 3 Printed on 11/14/2025
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Henry Schmidt Park
Project Location