Agenda packet

City Council and Authorities Concurrent
November 18, 2025

Document: Agenda packet
Meeting: November 18, 2025
Body: City Council and Authorities Concurrent
Pages: 35
Original file: 110.5 MB

Text extracted from the city's file for reading and search. Open the original on santaclara.legistar.com. That file is the official record.

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Sourcewell Contract # 010424-RIC | Amendment #1

Page 1 of 1 ends

AMENDMENT #1
TO
CONTRACT # 010424-RIC
THIS AMENDMENT is effective upon the date of the last signature below by and between Sourcewell and Ricochet Manufacturing Company LLC. (Supplier).

Sourcewell awarded a contract to the Supplier to provide Firefighting Personal Protective Equipment with Related Equipment Cleaning to Sourcewell and its Participating Entities, effective Mach 26, 2024, through March 27, 2028 (Contract).

NOW, THEREFORE, the parties wish to amend the Contract as follows:

1. Section 18. Insurance–Subsection A. Requirements– Item 3. Commercial Automobile Liability Insurance of the Contract is modified to read:

Minimum Limits: $500,000 for each accident, a combined single accident

2. Section 18. Insurance–Subsection A. Requirements– Item 5. Professional/ Technical, Errors and Omissions, and/or Miscellaneous Professional Liability of the Contract is deleted in its entirety.

3. Section 18. Insurance–Subsection A. Requirements– Item 6. Network Security and Private Liability Insurance of the Contract is modified to read:

Minimum limits: $1,000,000 per occurrence and $1,000,000 annual aggregate.

Except as amended by this Amendment, the Contract remains in full force and effect.

Sourcewell Ricochet Manufacturing Company LLC
By: By:

Jeremy Schwartz, Director of Operations/CPO Peter M. Askey, President Date: Date:
-82:1547Ā.7;36893Ā0-)Ā/"(. ,-*Ȁ.#-"Ȁ$&&-Ȁ+&$!Ȁ'*'/*-*'%&%!

11-DocuSigned by:
----~ ~ ? ---------
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-916 Agenda Date: 11/18/2025

REPORT TO COUNCIL

SUBJECT
Action on the Award of Purchase Orders for Vehicles and Equipment for the Public Works, Fire, Police, Silicon Valley Power, Water & Sewer Utilities, Community Development, and Parks & Recreation Departments, Funded by Amounts Previously Approved in the City’s Operating Budget for Fiscal Year 2025/26

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The Department of Public Works (DPW) maintains approximately 760 fleet assets citywide with an original acquisition value of approximately $45,000,000. DPW is also responsible for purchasing fleet replacements and additions that have been approved by the City Council to support mission-critical operations performed by various City departments. DPW procures vehicles and equipment through either cooperative purchase agreements established by another public agency (pursuant to Santa Clara City Code Section 2.105.270) or by conducting its own competitive solicitation utilizing vehicle and equipment specifications developed with the relevant City departments (pursuant to Santa Clara City Code Section 2.105.140).

Under Section 2.105.300(a) of the Santa Clara City Code, the City Manager is authorized to execute purchase orders and agreements up to $250,000. Any purchases exceeding $250,000 from a single vendor require approval by the City Council. Funding for new and replacement fleet assets are appropriated in the FY 2025/26 Operating Budget. Each department has confirmed the need to acquire new assets to replace aged vehicles/equipment that require increasingly high maintenance costs or to fulfill new operating demands.

DISCUSSION
DPW will utilize cooperative purchasing agreements pursuant to City Code Section 2.105.270(c), which states that the City can “contract with a vendor under a contract awarded using preestablished cooperative purchasing agreements, when such agreement resulted from a competitive bid process that meets or exceeds the City’s competitive bid process, as determined by the Purchasing Division Manager.”
To secure the order of the vehicles and equipment listed below, staff is requesting City Council approval to procure the following equipment through the cooperative purchasing agreements available through Sourcewell (a service cooperative created by the Minnesota legislature as a local unit of government) and the California Department of General Services, both of which have been determined by the Purchasing Division Manager to have resulted from a competitive bidding process that meets or exceeds the competitive bidding process of the City.

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25-916 Agenda Date: 11/18/2025
· Municipal Maintenance Equipment, Inc.: One sewer inspection van for the Water Department, with an estimated purchase price of $460,000 · Downtown Ford: 14 light/medium duty vehicles for the Fire (5), Police (2), Public Works (1), Silicon Valley Power (2), and Community Development (4) Departments, with an estimated aggregate purchase price of $840,000
· Coast Counties Peterbilt.: One crane truck, one crew truck, and two dump trucks for the Water Department, with an estimated aggregate purchase price of $1,390,000 · Folsom Lake Ford: Five light duty vehicles for the Police (4) and Fire (1) Departments, with an estimated aggregate purchase price of $290,000
· National Auto Fleet Group: Three medium duty vehicles for the Public Works (1), Fire (1) and Silicon Valley Power (1) Departments, with an estimated aggregate purchase price of $500,000
The combined total estimated value of these purchases is $3,480,000. In order to successfully complete the purchase order without additional approval, DPW is requesting authorization of a 10 percent contingency in the amount of $348,000, in addition to the estimated purchase amount of $3,480,000, for a not-to-exceed total of $3,828,000. This total amount includes all applicable taxes and fees.

Prior to purchasing the vehicles and equipment, DPW will collaborate with the user departments to determine if a zero-emission vehicle (ZEV) is commercially available and can satisfy department utilization needs. The pricing for 7 of the 10 light/medium duty nonpublic safety vehicles is based on purchasing electric powered vehicles. The remainder of the vehicles and equipment described in this report will be powered by internal combustion engines.

The availability of vehicles and equipment has declined significantly over the last few years and purchase prices have significantly outpaced previous inflation projections. It is important to secure orders as early as possible to avoid potential price increases and ensure availability. The pricing provided in the estimates are not fixed until purchase orders are issued.

Approval of the recommendation will enable DPW to avoid any potential delays in procuring the vehicles. DPW will coordinate with the Finance Department to ensure the vehicle purchase is consistent with the City’s established purchasing policies.

ENVIRONMENTAL REVIEW
The action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(2) because the purchase of vehicles and equipment is not considered a project.

FISCAL IMPACT
The total not-to-exceed amount to purchase one sewer inspection van, 22 light/medium duty vehicles, two dump trucks, one crane truck and one crew truck is estimated to be $3,828,000 ($3,480,000 base cost plus a 10 percent contingency of $348,000). The funding for the purchase of these vehicles and equipment has been approved in the FY 2025/26 Adopted Operating Budget.

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

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25-916 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
Approve and authorize the City Manager or designee to execute purchase orders with Municipal Maintenance Equipment, Inc., Downtown Ford, Coast Counties Peterbilt, Folsom Lake Ford, and National Auto Fleet Group for the purchase of vehicles and equipment for the Public Works, Fire, Police, Silicon Valley Power, Water & Sewer Utilities, Community Development, and Parks & Recreation Departments utilizing cooperative purchase agreements via Sourcewell and the California Department of General Services on the terms and in the amounts presented, in a total aggregate amount not-to-exceed $3,828,000 (inclusive of taxes, fees, and a 10 percent contingency), in final forms approved by the City Attorney.

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Jovan Grogan, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-962 Agenda Date: 11/18/2025

REPORT TO CONSENT

SUBJECT
Action on Amendment No. 1 to the Agreement with Schaaf & Wheeler Consulting Civil Engineers for Design Professional Services for the Bowers Avenue Underpass Storm Drain Pump Station Project

BACKGROUND
The Bowers Avenue Underpass Storm Drain Pump Station (BSDPS) was constructed in 1974 and is located at the underpass of Bowers Avenue crossing under the Union Pacific Railroad right-of-way (Attachment 1). The station pumps storm water runoff from the under pass to the higher elevation storm drain mains along Bowers Avenue. The BSDPS contains all original mechanical, electrical, and plumbing, without any major replacement work since its original construction. Additionally, due to the age of the BSDPS, the City has had difficulty procuring parts to replace and maintain the station.

In January 2023, staff issued a Request for Proposals (RFP) for professional engineering services through a competitive procurement process for a condition assessment (first phase) and design services for the replacement of the BSDPS (second phase). A design professional services agreement with Schaaf & Wheeler Consulting Civil Engineers (S&W) for the first phase of the Bowers Avenue Underpass Storm Drain Pump Station Project (Project) was approved under the City Manager’s authority (Attachment 2). The first phase of the Project included preparation of a Basis of Design (BOD) report for the storm drain pump station rehabilitation. The BOD was completed in September 2023 and recommended replacement of the station. Due to a lack of funding, the project was paused at the time. However, with the approval of Measure I, funding for design and construction of the Project is now available. The second phase of the Project includes design and construction of the BSDPS.

DISCUSSION
The proposed Amendment No. 1 (Attachment 3) includes a negotiated scope of services and schedule of fees that incorporates the professional design services necessary to complete the second phase of the Project. The scope of services generally includes preparing bid documents (plans, specifications, and engineer’s estimate) for public works bidding, providing assistance with coordinating and securing various permits, and providing assistance during the bid, award, construction, and post-construction phases.

Staff recommends approval of Amendment No. 1 to the Agreement with Schaaf & Wheeler Consulting Civil Engineers to complete the design services needed for the Project. Approval of this amendment will provide the design professional services necessary to complete the design of the Project and proceed to construction in a timely manner. Design of the Project is anticipated to be completed by Fall 2026. The agreement includes a section covering prevailing wage requirements.

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25-962 Agenda Date: 11/18/2025

ENVIRONMENTAL REVIEW
This award is for the design phase and construction support services and is not a project which has the potential for causing a significant effect on the environment under the California Environmental Quality Act ("CEQA") Guidelines section 15061(b)(3). The Project will be reviewed for all CEQA documentation as part of their design review.

FISCAL IMPACT
The not-to-exceed amount under the current Agreement is $111,128. The proposed Amendment No. 1 increases the total not-to-exceed amount to $419,641 ($377,441 for basic services and $42,200 for additional services). The completed Phase 1 basic services fee was $96,633 and the proposed Phase 2 basic service fee is $280,808. Funding for this amendment is available in the Bowers Avenue Underpass Storm Drain Pump Station Rehabilitation Project in the Measure I General Obligation Bond Projects Fund.

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. Approve and authorize the City Manager to execute Amendment No. 1 to the Agreement with Schaaf & Wheeler Consulting Civil Engineers for Design Professional Services for the Bowers Avenue Underpass Storm Drain Pump Station Project in the amount not-to-exceed $419,641, in a final form approved by the City Attorney; and

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

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

ATTACHMENTS

1. Project Location Map

2. Original Agreement

3. Amendment No. 1
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Project Location Map
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AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

SCHAAF & WHEELER CONSUL TING CIVIL ENGINEERS
FOR

BOWERS AVENUE UNDERPASS STORM DRAIN PUMP STATION PROJECT

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Schaaf & Wheeler Consulting Civil Engineers, a California Corporation, (Consultant). City and Consultant may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Consultant 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
Design Professional Agreement with Schaaf & Wheeler Consulting Civil Engineers Rev. 09-28-18

Page 1 ends

Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance Addendum (if applicable)
Exhibit E - Milestone Schedule
Exhibit F - Project Management Document Software
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the effective date signed by the City Manager and terminate three years from the effective date.

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

A. All reports, costs estimates, plans and other documentation which may be submitted or furnished by Consultant shall be approved and signed by an appropriate qualified licensed professional in the State of California.

B. The title sheet for specifications and reports, and each sheet of plans, shall bear the professional seal, certificate number, registration classification, expiration date of certificate and signature of the design professional responsible for their preparation.

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

Design Professional Agreement with Schaaf & Wheeler Consulting Civil Engineers Rev. 09-28-18
Page2

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

All documents furnished under Exhibit A shall be of a quality acceptable to City.

The criteria for acceptance of the work provided under this Agreement shall be a product of neat appearance, well organized, that is technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by City for similar projects.

6. COMPENSATION AND PAYMENT
In consideration for Consultant's complete performance of Services, City shall pay Consultant for all materials provided and Services rendered by Consultant in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is one hundred eleven thousand one hundred twenty-eight dollars ($111,128) subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Consultant's expense. Consultant shall not be entitled to any payment above the maximum compensation under any circumstance.

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 Consultant.

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

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, Consultant will deliver to City all City information or material that Consultant has in its possession.

Design Professional Agreement with Schaaf & Wheeler Consulting Civil Engineers Rev. 09-28-18

Page 3 ends

8. ASSIGNMENT AND SUBCONTRACTING
City and Consultant 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. Consultant shall not hire subconsultants without express written permission from City.

Consultant shall be as fully responsible to City for the acts and omissions of its subconsultants, and of persons either directly or indirectly employed by them, as Consultant 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 CONSULTANT
Consultant and all person(s) employed by or contracted with Consultant to furnish labor and/or materials under this Agreement are independent consultants and do not act as agent(s) or employee(s) of City. Consultant has full rights to manage its employees in their performance of Services under this Agreement.

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

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

Design Professional Agreement with Schaaf & Wheeler Consulting Civil Engineers Rev. 09-28-18
Page4

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

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

14. HOLD HARMLESS/INDEMNIFICATION
To the extent permitted by law, Consultant 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, to the extent arising out of, pertaining to, or related to the negligence, recklessnes.s, or willful misconduct of the Consultant, its employees, subconsultants, or agents in the performance, or non-performance, of Services under this Agreement.

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

16. WAIVER
Consultant 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.

Design Professional Agreement with Schaaf & Wheeler Consulting Civil Engineers Rev. 09-28-18

Page 5 ends

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

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

Schaaf & Wheeler Consultant Civil Engineers
Attention: Glen M. Anderson
4699 Old Ironsides Dr., Ste 350
Santa Clara, CA 95054
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
Consultant 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, Consultant'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 Consultant has read and agrees to comply with City's Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).

19. CONFLICTS OF INTEREST
Consultant certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Consultant and that no person associated with Consultant has any interest direct or indirect, which could conflict with the faithful performance of this Agreement. Consultant is familiar with the provisions of California Government Code section 87100 and Design Professional Agreement with Schaaf & Wheeler Consulting Civil Engineers Rev. 09-28·18
Page6
following, and certifies that it does not know of any facts which would violate these code provisions. Consultant will advise City if a conflict arises.

20. FAIR EMPLOYMENT
Consultant 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
Consultant 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 to this Agreement.

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

26. STATEMENT OF ECONOMIC INTERESTS
Due to the nature of the Services to be performed, Consultant shall promptly file a Statement of Economic Interests (Form 700) upon commencement of the Design Professional Agreement with Schaaf & Wheeler Consulting Civil Engineers Rev. 09-28-18
Page?
Agreement in accordance with California Government Code section 87200, et seq.

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 SANT A CLARA, CALIFORNIA
a chartered California municipal corporation
City of Santa Clara j v Batra
Office of the City Attorney ity Manager
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

SCHAAF & WHEELER CONSUL TING CIVIL ENGINEERS
a California Corporation
Dated: 1/13/23
By (Signature): =k/i:::'L-::CL::=====---- :================= Name: ~M. Anderson ------------------ Tit I e: Vice President Principal Place of 4699 Old Ironsides Dr., Ste. 350
Business Address: Santa Clara, CA 95054
Email Address: [email protected]
Telephone: (408) 246-4848
Fax: (408) 246-5624
''CONSULTANT"
Design Professional Agreement with Schaaf & Wheeler Consulting Civil Engineers Rev. 09-28-18

Page 8 ends

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

SCHAAF & WHEELER CONSUL TING CIVIL ENGINEERS
FOR

BOWERS AVENUE UNDERPASS STORM DRAIN PUMP STATION PROJECT

EXHIBIT A

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

I. • GENERAL
This Scope of Services is anticipated as necessary to meet City's objectives as described under Section II, BACKGROUND AND PROJECT, and Section Ill, DESCRIPTION OF SERVICES of this document. Consultant and City agree that this Scope of Services incorporates Consultant's professional qualifications and experience and will meet the City's objectives.

Consultant will be expected to provide complete, ·professional, high-quality Services and products; to consult City personnel, and others who are involved with the project; and to provide the expertise, guidance, advice, and assistance in accomplishing the work.

11. BACKGROUND AND PROJECT
The Bowers Avenue Underpass Storm Drain Pump Station ("Bowers SOPS") was constructed in 1974 as part of the Bowers Avenue Southern Pacific Rail Road Underpass Project. The Bowers SOPS has a design capacity of 2,750 gpm and collects stormwater runoff at the undercrossing through a 24-inch pipe. The Bowers SOPS contains two-30 hp submersible pumps with motors, power control center panel, hour meter, programmable logic controller, remote telemetry unit, float switches, and other appurtenances. The Bowers SOPS contains all original mechanical, electrical, and plumbing, without any major replacement work. Due to the age of the Bowers SOPS, the City has difficulties finding parts to replace and maintain existing mechanical, electrical, and plumbing system.

In November 2010, the City completed the Storm Drain Pump Station Evaluation Report ("Pump Station Report") that assessed the City's Pump Stations and Lift Stations. The Pump Station Report provided detail information about each pump station and proposed improvements at 25-year and 50-year intervals. The Pump Station Report recommended various improvements at the BSDPS.

Design Professional Agreement with S&W/Exhibits A & B
Rev. 04-12-21 Page 1
Besides from the Pump Station Report, in December 2015 the City completed the Storm Drain Master Plan ("Master Plan") that reviewed the City's existing storm drain network and identified and prioritized various capacity improvement projects citywide. The Master Plan also reviewed existing pump stations for capacity deficiencies and indicated that the Station has adequate capacity under existing and future conditions.

The Storm Drain Master Plan, Pump Station Assessment Report, as-builts, along with utility maps of the area are available for download and review here:
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The Bowers Avenue Underpass Storm Drain Pump Station Rehabilitation Project (PROJECT) will be completed in two distinct phases. The first phase of the PROJECT, Phase 1 is covered by this Agreement and includes the following scope of work: conducting a detailed pump station assessment and preparing a Basis of Design Report (BOD). The BOD Report shall present condition assessment of the entire pump station including but not limited to all pumps, motors, wet well, electrical and mechanical controls and provide recommended improvements to address existing station deficiencies to meet City's needs. The BOD Report will be used as the basis for the next phase of the PROJECT.

If funding for the next phase of the project is approved, the City will coordinate With the Consultant to amend this Agreement to include the second phase of the PROJECT. The second phase scope of work includes all work necessary in preparation of (plans, specifications, and engineer's estimate - PS&E) for public works bidding; provide assistance in obtaining permits; and provide engineering support services during bid and award, construction, and post-construction phases.

Ill. DESCRIPTION OF SERVICES
Consultant shall provide the services described herein. All work shall be done in accordance with the Department of Transportation Standard Specifications and Details, City Standard Plans and Specifications, ADA Design Guidelines, latest building and fire codes, and other applicable codes and standards recommended by the Consultant. Below is an outline of required services; however, it is the responsibility of the consultant to independently assess the PROJECT and provide recommendations for improvement to meet the goals for this PROJECT.

Phase I: Consultant shall:

1. Perform wet well condition assessment:
a. All personnel performing this work shall be OSHA certified in fall protection and confined space entry.

Design Professional Agreement with S&W/Exhibits A & B
Rev. 04-12-21 Page2
b. To facilitate the condition assessment, City will provide harness and apply for confined space entry permit upon request. Consultant may also provide all necessary harness, tools, and equipment to perform his/her own confined space entry condition assessment of the wetwell.

2. Therecommendations shall include for the overall the pump station to serve its functions , but limited to the following:, :
a. to enhance/provide needed structural integrity of the wet well b. to replace existing pump station mechanical, electrical, and plumbing c. to rehabilitate pump station building
d. to enhance security to minimize break-ins and people digging under perimeter fencing, cutting fence and locks
e. to enhance operation and maintenance of pump station f. to connect a portable generator in case of emergency

3. Besides the existing condition of the BSD PS, the City would like the consultant to provide additional recommendations beyond the replacement in kind to enhance routine maintenance and operation of the pump station.

Additional recommendations may include, but are not limited to the following:
a. Advanced pump station controls
b. Pump alternatives that provide best availability for maintenance and replacement
c. Electrical modifications
d. Redundancy in case of power failure

4. Prepare Basis of Design Report
Consultant shall provide the Services described herein through a project team, comprised of Consultant and sub-consultants identified I their proposal as follows:

1. Consultant: SCHAAF & WHEELER CONSUL TING CIVIL ENGINEERS

2. Sub-consultants to SCHAAF & WHEELER CONSUL TING CIVIL ENGINEERS:
1) T JC and Associates, Inc. - electrical engineering, instrumentation and controls, and control systems programming.
2) Kier+ Wright- land survey
3) Biggs Cardosa - structural engineering and wetwell condition assessment
Any changes to the Project team through the course of the Services shall be approved in writing by City.

IV. RESPONSIBILITIES OF CITY
Design Professional Agreement with S&W/Exhibits A & B
Rev. 04-12-21 Page 3
CITY will provide the following information and support for the project as-available and applicable:

A. Record drawings (as-available)
B. CITY's Standard Details, Specifications, Benchmark, and Design Criteria.

C. Storm Drain (SD), Sanitary Sewer (SS), Electric, Fiber, Water and Recycled Water Block Book Maps (as-available).

D. Geographic Information System (GIS) data including land parcels, street centerlines, City sanitary sewers, City storm drains, and aerial photographic tiles
E. Payment of permit application fees with other internal departments, if required.

F. Filing exemption under the California Environmental Quality Act, if applicable.

Besides the above, the City will work closely with the consultant to provide any other data or records, as available and necessary for the work involved.

V. BASIC SCOPE OF SERVICES
The Basic Scope of Services includes all professional services required to perform complete evaluation of the Bowers SOPS and identify all deficiencies to enable the project to be appropriately scoped and planed for the next phase, which includes detail design and construction.

PROJECT MANAGEMENT
CONSUL TANT shall:

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

8. Any field work that involves subsurface excavation and/or coring, consultant is required to submit plan of work to the City for review and approval prior to proceeding.

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

1. Kick-off Meeting (Phase I)

2. Draft BOD Meeting (Phase I)

3. Final BOD Meeting (Phase I)
D. Coordinate with CITY, design team members, consultants, utility companies, other Design Professional Agreement with S&W/Exhibits A & B
Rev. 04-12-21 Page4
government agencies, and other affected parties as required throughout the duration of the project as well as the Quality Assurance/Quality Control (QA/QC) activities for project deliverables.

E. Prepare, monitor, and update progress schedule in MS Project format beginning at the kickoff meeting and ending at contract award for the last submittal package.

Schedule shall show significant milestones for the project. CONSUL TANT shall notify CITY if there are delays or potential delays in any phase of the project. In such cases, CONSUL TANT shall make up the schedule in subsequent phases of the project or provide information to CITY substantiating a request for time extension (which may not be approved). The schedule shall be maintained at all times and shall be updated each time progress and milestones are achieved and/or changed.

F. Meetings: Meetings shall be budgeted for and invoiced under each respective Task or activity requiring a meeting and not as project management. Preparation for meetings shall be considered as included in the Task or activity for which the meeting is involved. A kick-off meeting shall be conducted with designated CITY staff prior to beginning work. to review anticipated Tasks and schedule, review available information and needs, and address any outstanding questions regarding the project moving forward raised by CITY or CONSULTANT. During the course of Services while there is active work on the PROJECT, CONSULTANT shall schedule and attend brief bi-weekly (every other week) conference calls with CITY.

The purpose of the bi-we~kly conference calls will be to keep CITY appraised on the PROJECT's progress and address any issues that may arise during the course of Services.

G. Provide monthly progress reports.

H. Stakeholder Coordination: CONSUL TANT shall coordinate with project stakeholders as needed to inform each stakeholder of the project work and incorporate any necessary accommodations into the final submittal documents.

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

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

CONSUL TANT shall provide a copy of its QA Program guidelines and shall provide a QC report at the end of each Task. Time spent for QA-QC reviews for specific deliverables shall be budgeted and billed under each respective task requiring QA-QC review and not as Project Management.

Design Professional Agreement with S&W/Exhibits A & B
Rev. 04-12-21 Page5
K. Invoicing and Contract Administration: CONSUL TANT administrative staff time spent preparing invoices for Services complete shall be considered as included in the overhead of the CONSUL TANT's basic hourly rates and shall not be billed.

Additionally, addressing administrative issues regarding the professional Services agreement, such as preparing additional Services requests or budget modifications, shall also be considered as included in the overhead of the CONSULTANT's basic hourly rates and shall not be billed.

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

Deliverables:

1. Progress schedules in MS Project format (submitted electronically as an 11" x 17" pdf file and in native MS Project format).

2. QA Program guidelines and QC reports for each Task (in pdf file).

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

4. Monthly progress reports and invoices (in pdf file).

Phase I
Task 1.0: Draft Basis of Design Report

1.1 CONSUL TANT shall collect and review relevant reports, records, data, maps and other documents. Consultant shall inspect and evaluate existing condition in order to fully comprehend the site and provide recommendation to improve existing infrastructures. Provide detailed field review of the Pump Station, through coordination with the City, and assess and provide rehabilitation and improvement recommendations for pumps and motors, electrical equipment, inlet pipes, wetwell, slide gate structure, and miscellaneous metals, building and roof structures, and any other structures/elements to operate the pump station.

Consultant's representatives shall be certified and equipped with appropriate harnesses and protections for confined space entry prior to entering manholes, structures, wet wells, and any other confined areas. To facilitate the condition assessment, City will provide harness and apply for confined space entry permit.

1.2 Optional Task 1, Rebar Scanning - based on the initial condition assessment of the storm drain pump station wetwell, CONSUL TANT shall advise the city whether rebar scanning services are necessary to further inspect potentially problematic/structural deficient areas within the wetwell. Prior to performing work, CONSUL TANT shall provide a work plan to the City for review and approval. No work shall be performed unless authorized by the City.

1.3 CITY maintains a list of known utility operators in CITY. CONSULTANT shall prepare a Notice of Intent to Construct (NOi) on CITY's standard NOi form and Design Professional Agreement with S&W/Exhibits A & B
Rev. 04-12-21 Page 6
submit it to the known utility operators in order to gather records for existing utilities. Location map exhibits will be required to be submitted as part of the NOi.

CONSULTANT shall provide CITY a draft copy the NOi prior to sending it to the utility, maintain log of all NOi sent and received, and provide CITY all information received from the NOi. The purpose of the collection of utility information is to identify ownership of surface features that may be impacted by the work, and also to identify if there are any high-risk utilities within the project limits that may be impacted by the work.

1.4 Any work that affects the public right-of-way, which include geotechnical boring, potholing, excavation, and other that are similar in nature requires submittal of a complete encroachment permit applications. Requirements of the encroachment permit applications are on line on our website and typically include traffic control plan, work plan, insurances, re~establishment plan, and other necessary documents. The City will pay for all related encroachment application fees; however, the consultant shall borne all costs related with submitting the encroachment permit applications.

1.5 Consultant shall prepare Basis of Design Reports to address the BSDPS deficiencies. The report shall, at the minimum, include the following:

A. History and background (including photos)
B. Existing station overview and understanding of key issues.

C. Current issues at the station
D. Condition assessment of station infrastructures to remain.

E. Mechanical, hydraulic, structural, electrical, and corrosion issues.

F. Recommended improvements
G. Estimated Project costs
H. Proposed Project Schedule
I. Preliminary drawings of the recommended improvements

1.6 The Engineer's Cost Estimate shall be an itemized list of bid items and shall be accurate and prepared based upon current construction pricing and escalated to time of mid construction using engineering judgement. Consultant shall review recent bids, and contact vendors, suppliers, and contractors as necessary to develop an accurate cost estimate. The Consultant shall provide the assumptions and supporting documents used to prepare the Engineer's Estimate. The Engineer's Estimate shall consider the following factors:

A. Current economic trend.

B. When the project will be bid.

C. When construction will occur.

D. What are the risks that contractors need to consider for the project.

The aforementioned factors are not a complete list, but rather to provide a starting point for the consultant to prepare the Engineer's Estimate. If there are other Design Professional Agreement with S&W/Exhibits A & B
Rev. 04-12-21 Page?
factors and assumptions that are deemed critical to prepare an accurate Engineer's Estimate, Consultant shall include them in their estimate.

1. 7 The Draft Basis of Design will be routed by the city project manager to the various stakeholders for review and comments.

Deliverables:
1 . Draft Basis of Design Report

2. Field photos and notes

3. QA/QC Form for primary consultant and subconsultants Task 2.0: Final Basis of Design Report

2.1 CONSULTANT shall finalize the BOD Reports based on comments from the previous BOD Reports. The final BOD Report shall be signed, stamped and dated by CONSUL TANT in responsible charge for their preparation.

2.2 Conduct a quality control (QC) review of BOD Reports in accordance with Consultant's QC program approved by City.

Deliverables:

1. Stamped, signed, and dated Basis of Design Report

2. All data and documents gathered to prepare the Basis of Design Reports.

Design Professional Agreement with S&W/Exhibits A & B
Rev. 04-12-21 Page8

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

SCHAAF & WHEELER CONSUL TING CIVIL ENGINEERS
FOR

BOWERS AVENUE UNDERPASS STORM DRAIN PUMP STATION PROJECT I. GENERAL PAYMENT

EXHIBIT B

SCHEDULE OF FEES
The total payment to the Consultant for Basic Services, as stated in Exhibit A, shall not exceed $96,633. The amount billed to City for pre-approved Additional Services shall not exceed the sum of $14,495. In no event shall the amount billed to City by Consultant for Services under this Agreement exceed $111,128, subject to budget appropriations.

Consultant shall bill City on a monthly basis for Services provided by Consultant during the preceding month on an invoice and in a format approved by City and subject to verification and approval by City. Billing shall be proportionate to the Services performed for each task completed. The invoice shall describe the Task completed, and percentage completed by Task, and total during the invoice period.

The invoice shall also show the total to be paid for the invoice period. City will pay Consultant within thirty (30) days of City's receipt of an approved invoice.

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

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

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

Design Professional Agreement with S&W/Exhibits A & B
Rev. 04-12-21 Page 9
Description of work and task Basic Services
Cost
Task No. 1 - Draft Basis of Desiqn Report $65,674
Task No. 2 - Final Basis of Desiqn Report $18,959
Optional Task 1 (2 days of rebar scanning) $12,000
TOTAL COST $96,633
In no event shall the amount billed to City by Consultant for BASIC SERVICES under this Agreement exceed ninety-six thousand six hundred thirty-three dollars ($96,633).

Ill. REIMBURSABLE EXPENSES
There are no reimbursable expenses.

IV. ADDITIONAL SERVICES
Additional Services consists of work not included in the Scope of Services outlined within this Agreement. Pre-approved Additional Services shall be billed to City at the fixed hourly rates shown below in Section V, RATE SCHEDULE, or at an agreed negotiated lump sum price. Monthly billing for Additional Services shall be consistent with the term set forth in this Agreement. Payment for any Additional Services is allowed only if written authorization is given by the City Engineer in advance of the work to be performed. Additional Services shall not exceed $14,495.

V. RA TE SCHEDULE
Personnel Charges
Charges for personnel engaged in professional and/or technical work are based on the actual hours directly chargeable to the project.

The pay rates for the project by classification are listed below:

Design Professional Agreement with S&W/Exhibits A & B
Rev. 04-12-21 Page· 10
Primary Consultant - SCHAAF & WHEELER CONSUL TING CIVIL ENGINEERS:

Personnel Charges
. Charges for personnel engaged in professional and/or technical work are based on the actual hours directly chargeable to the project.

Current rates bv classification are listed below:

Classification Rate/Hr Classification Rate/Hr
Principal Prnject Manager $250 Construction Manager $235 Senior Project Manager $235 Senior Resident Engineer $210 Senior Engineer $220 Resident Engineer $190
Associate Engineer $200 Assistant Resident Engineer $175 Assistant Engineer $185
Junior Engineer $175
Designer $160
GISAnalvst $160
Technician $155
Engineering Trainee $125
Litigation Charges
'i\'ork done in preparation for litigation and other very high level-of-expertise assignments is charged at $350 per hour. Court or deposition tinte as an expert wih1ess is charged at $430 per hour.

Materials and Services
Subcontractors, special equipment, outside reproduction, data processing, computer services, etc., will be charged at 1.10 times cost.

Design Professional Agreement with S&W/Exhibits A & B
Rev. 04-12-21 Page 11
Subconsultant Billing Rates:

BIGGS CARDOSA

ASSOCIATES INC

STRUCTURAL ENGINEERS
865 The Alarneda
San Jose, CA 95128-3133
Telephone 408,288.5515
Senior Principal
Principal
Associate
Engineering Manager
Senior Engineer
Project Engineer
Staff Engineer
Assistant Engineer
Junior Engineer
Senior Computer Drafter
Computer Drafter

CHARGE RATE SCHEDULE
Junior Computer Drafter
SIM/Visualization Specialist
Project Administrator
Project Coordinator
Secretarial Administrative Services
Construction Manager
Senior Structura I Representative
Structural Representative
Assistant Structures Representative
Senior Bridge Inspector
Subconsultants
Expenses
In-House CADD Plots
Prints
Plots
Mylar Plots
Design Professional Agreement with S&W/Exhibits A & B
Rev. 04-12-21
$290.00
$250.00
$230.00
$200.00
$180.00
$165.00
$152.00
$140.00
$128.00
$145.00
$128.00
$115.00
$145.00
$165.00
$135.00
$104.00
$240.00
$210.00
$187.00
$150.00
$187.00
Cost Plus 10%
Cost Plus 15%
$0.32/ sq. ft.
$1.60/ sq. ft.
$3.20/ sq. ft.

Page 12 ends

@ KIER+WRIGHT

HOURLY RATE SCHEDULE
Effective March 1. 2022 through February 28. 2023
Principal .......................................................................................................................................................................................... ................. $ 282.00 I Hour Principal Engineer ...................................................................................................................................................................................... $ 256.00 / Hour Senior Engineer Manager ..................................................................................................................................................................... $ 236.00 / Hour Technical Manager ................................................................................................................................................................................... $ 236.00 / Hour Senior Engineer ........................................................................................................................................................................................... $ 223.00 / Hour Engineer 111 ...................................................................................................................................................................................................... $ 208.00 / Hour Engineer 11 ......................................................................................................................................................................................................... $ 173.00 / Hour Engineer I ......................................................................................................................................................................................................... $ 144.oo I Hour Senior survey Construction Manager ......................................................................................................................................... $ 230.00 I Hour Senior Land Surveyor .............................................................................................................................................................................. $ 230.00 / Hour Project surveyor 111 ................................................................................................................................................................................... $ 206.00 I Hour Project Surveyor 11 ...................................................................................................................................................................................... $ 166.00 I Hour Project Surveyor 1 ......................................................................................................................... ............................................................. $ 142.00 I Hour Survey Coordinator ................................................................................................................................................................................... $ 196.00 I Hour Engineering Tech ll1 ............................................................................................................................................................................... $ 187.00 / Hour Engineering Tech 11 ............................................................................................................................................................................ ...... $ 169.00 / Hour Engineering Tech 1... .................................................................................................................................................................................. $ 158.00 / Hour Draftsman/ Survey Tech lll ......................................................... .................................................................................................... $144.oo I Hour Draftsman / Survey Tech 11... .................................................................................................................................................. ........... $ 119.00 I Hour Draftsman I Survey Tech 1 ................................................................................................................................................ ................. $ uo.oo I Hour 3-Man Survey Crew ............................................................................................................................................................................ $ 404.00 I Hour 2-Man Survey crew .................................................................................................................................................................................. $ 319.00 / Hour 1-Man Survey Crew ................................................................................................................................................................................... $197-oo / Hour Testimony (Trial or Deposition) ................................................................................................................................ ................ $ 550.00 / Hour Project Coordinator 111 .................................... ..................................................................................................................................... $ 135.00 / Hour Project Coordinator 11 ................................................................... ............................................................................................................. $ 118.00 I Hour Project Coordinator 1 .................................................................. .............................................................................................................. $ 103.00 I Hour Engineering / Survey Intern ................................................................................................................................................................. $ 60.00 / Hour 3D Laser Scanning Crew ...................................................................................................................................................................... $ 393.00 / Hour All blueprinting and reproduction , 1ll be billed at cost plus 10.~;.

Tiine spent for preparation for tesflinony will be billed in accordance with the above hourly rates Design Professional Agreement with S&W/Exhibits A & B
Rev. 04-12-21 Page 13
Schedule of Hourly Rates and Costs - 2022
TJC and Associates, Inc.

Labor
Engineer CAD
Level 20 (E20) $322.00 I hour Level 10 (C10)
Level 19 (E19) $ 310.00 I hour Level 9 (C9)
Level 18 (E18) $ 298.00 I hour Level 8 (CS)
Level 17 (E17) $ 286.00 I hour Level 7 (C7)
Level 16 (E16) $ 275.00 I hour Level 6 (C6)
Level 15 (E15) $ 263.00 I hour Level 5 (CS)
Level 14 (E14) $ 251.00 I hour Level 4 (C4)
Level 13 (E13) $239.00 I hour Level 3 (C3)
Level 12 (E12) $227.00 I hour Level 2 (C2)
Level 11 (E11) $ 215.00 I hour Level 1 (Cl)
Level 10 (E10) $204.00 I hour
Level 9 (E9) $192.00 I hour
Level 8 (EB) $180.00 I hour Administrative
Level 7 ( E7) $168.00 I hour Level 15 (A15)
Level 6 (E6) $156.00 I hour Level 14 (A14)
Level 5 (ES) $145.00 I hour Level 13 (A13)
Level 4 (E4) $133.00 I hour Level 12 (A12)
Level 3 (E3) $121.00 I hour Level 11 (A11)
Level 2 ( E2) $109.00 I hour Level 10 (A10)
Level 1 (El) s 97.00 I hour Level 9 (A9)
Reimbursable Expenses
Auto Mileage Standard set by IRS
Outs'de Services Cost + 10%
Materials and Other Expenses Cost + 10%
Design Professional Agreement with S&W/Exhibits A & B
Rev. 04-12-21
$187.00 I hour
$175.00 I hour
$164.00 I hour
$152.00 I hour
$140.00 I hour
$129.00 I hour
$117.00 I hour
$105.00 I hour
$ 93.00 I hour
$ 82.00 I hour
$151.00 I hour
$141.00 I hour
$131.00 I hour
$122.00 I hour
$112.00 I hour
$102.00 I hour
$ 93.00 I hour

Page 14 ends

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

SCHAAF & WHEELER CONSUL TING CIVIL ENGINEERS
FOR

BOWERS AVENUE UNDERPASS STORM DRAIN PUMP STATION PROJECT

EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and Design Professional Agreement with S&W/Exhibit C-lnsurance Requirements Rev. 09-28-18

Page 1 ends

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.

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.

Design Professional Agreement with S&W/Exhibit C-lnsurance Requirements Rev. 09-28-18
Page2

1. 2.

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

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

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

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.

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 Design Professional Agreement with S&W/Exhibit C-lnsurance Requirements Rev. 09-28-18

Page 3 ends

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 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 Public Works
P.O. Box 100085 - S2
Duluth, GA 30096
or 1 EbixWay
John's Creek, GA 30097
Design Professional Agreement with S&W/Exhibit C-lnsurance Requirements Rev. 09-28-18

Page 4 ends

Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Design Professional Agreement with S&W/Exhibit C-lnsurance Requirements Rev. 09-28-18

Page 5 ends

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

SCHAAF & WHEELER CONSUL TING CIVIL ENGINEERS
FOR

BOWERS AVENUE UNDERPASS STORM DRAIN PUMP STATION PROJECT

EXHIBIT D

LABOR COMPLIANCE ADDENDUM
This Agreement is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements. If applicable to the Services, Consultant or its subconsultant(s), as applicable, shall comply with the following requirements.

A. Prevailing Wage Requirements

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

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

3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required. Consultants and subconsultants are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov .

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

Design Professional Agreement with S&W/Exhibit D-Labor Compliance Rev. 09-28-18

Page 1 ends

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Consultant agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subconsultants) for the time period covering such payment request. The term "certified payroll" shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

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

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

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

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

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

Design Professional Agreement with S&W/Exhibit D-Labor Compliance Rev. 09-28-18
Page2

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

B. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no. cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Consultant's address indicated for receipt of notices in this Agreement.

C. Enforcement

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

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

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

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

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

Design Professional Agreement with S&W/Exhibit O-Labor Compliance Rev. 09-28-18

Page 3 ends

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

SCHAAF & WHEELER CONSUL TING CIVIL ENGINEERS
FOR

BOWERS AVENUE UNDERPASS STORM DRAIN PUMP STATION PROJECT

EXHIBIT E

MILESTONE SCHEDULE
Descri12tion of work and task Duration
Task No. 1 - Draft Basis of Design Report 5 weeks from Notice to Proceed Task No. 2 - Final Basis of Design Report 4 weeks from city comments for Package previous task provided to the

CONSULTANT
Optional Task 1 2 weeks from Authorization to
Proceed
Design Professional Agreement with S&W/Exhibit E - Milestone Schedule Rev. 04-12-21

Page 1 ends

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANT A CLARA, CALIFORNIA,
AND

SCHAAF & WHEELER CONSUL TING CIVIL ENGINEERS
FOR

BOWERS AVENUE UNDERPASS STORM DRAIN PUMP STATION PROJECT

EXHIBIT F

PROJECT MANAGEMENT DOCUMENTATION SOFTWARE

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

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

3.0 REQUIREMENTS
A. General Requirements:

1. Consultant and Subconsultants shall provide at a minimum, the following to its staff:
a) Computer: Minimum Intel Pentium® 4 Processor 2.4 GHz or equivalent processor with 512MB of RAM; recommended Centrino Duo® Processors 1.6 GHz or equivalent with 2GB of RAM, or higher; b) Computer Operation System: Windows XP or later and OS X v10.8 or later;
c) Web Browser: Microsoft Internet Explorer 11.0 or later, Google Chrome v29.0.1 or later, Mozilla Firefox v35.0.1 or later, Safari v6.0.4 or later, Safari for iOS mobile v6.1 or later. Other browsers such as Microsoft Edge, Google Chrome for iOS, and Google Chrome for Android are available on e-Builder; however, but some features might not work as expected;
d) Work and Spreadsheet Processors: Microsoft Office Word, Excel Design Professional Agreement S&W /Exhibit F- Project Management Documentation Software Page 1

8. C.
and Outlook;
e) Scheduling Software: Microsoft Project or Primavera; f) Internet Service Provider: A reliable ISP in the area of the Project; g) Connection Speed/Minimum Bandwidth: DSL, ADSL or T1 Line for transferring a minimum of 3 Mbps Downstream and 512 Kbps Upstream.

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

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

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

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

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

Electronic File Requirements:

1. In addition to the standard closeout submittal requirements detailed Design Professional Agreement S&W /Exhibit F- Project Management Documentation Software Page 2 elsewhere in the Contract Documents, the Consultant and Subconsultants shall also submit all closeout documents including all "As-Built Drawings", catalog cuts, and Owner's Operation and Maintenance manuals in digital format. All documents (including as-built drawings) shall be converted or scanned into the Portable Document Format (PDF) file and uploaded to eBuilder.

4.0 IMPLEMENTATION REQUIREMENTS
A.

B.

C.

D.

E.

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

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

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

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

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

Reporting: All of the project and program data including documents, communications,. and costs are accessible through integrated online reports. These reporting tools are completely configurable by each user. All reports can be exported to Excel for added flexibility.

Design Professional Agreement S&W /Exhibit F- Project Management Documentation Software Page 3 Real time, updated.
.schedule lnformallOl'l
Schedu les
C9st
Workfi<>'••i {1ra r\~tnlttal$, submluels,
RF!s,c:hi:111ge ord<cis)
Real ·tinw, L)pdated
~ost!bucrget I r1formatlon
Automatea ,communlrnt/ons Aulomated noUfi'c:a//ons (e.g., i?·mai/ notifications of ch_<;r,nges In sdie,Ju/e, dowmMls, worl<f/O'N) of project clionges (schedule, \'l()rM/ow,('CJH, r,I/fes1orreJ, Olfier)
Executives
Progl'ilm Managa-ment
Consultants, Arc:h itecu,
Engineer$, Contrac:tou Facilities Menagem4!nl

5.0 LICENSING REQUIREMENT
A.

B.

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

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

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

2. Quarterly e-Builder software enhancements.

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

Design Professional Agreement S&W /Exhibit F- Project Ma~agement Documentation Software Page 4 C. e-Builder user licenses shall be obtained by the City, Owner Manager, and QA/QC Agencies for which the Design Consultant is not responsible.

Design Professional Agreement S&W /Exhibit F- Project Management Documentation Software Page 5 Amendment No. 1 to Agreement/ SCHAAF & WHEELER CONSULTING CIVIL ENGINEERS Page 1 Rev. 9/16/2025
Ebix Insurance No. S200005046
AMENDMENT NO. 1

TO THE AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

SCHAAF & WHEELER CONSULTING CIVIL ENGINEERS
FOR

BOWERS AVENUE UNDERPASS STORM DRAIN PUMP STATION PROJECT

PREAMBLE
This agreement (“Amendment No. 1”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Schaaf & Wheeler Consulting Civil Engineers, a California Corporation, (Consultant). City and Consultant may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement for Design Professional Services Between the City of Santa Clara, California, and Schaaf & Wheeler Consulting Civil Engineers”, dated January 23, 2023 (Agreement); and B. The Parties entered into the Agreement for the purpose of having Consultant to provide engineering design services for the first phase of the Bowers Avenue Underpass Storm Drain Pump Station Project (Project), as fully described in the Agreement; and the Parties now wish to amend the Agreement to provide engineering design services for the second phase of the project, which includes preparing bid documents (plans, specifications, and engineer’s estimate - PS&E) for public works bidding based on the Basis of Design Report, assisting with obtaining Building and Fire permits , and providing engineering support services during bid and award, construction, and post-construction phases of the Project.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

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

Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date and terminate December 31, 2032.

2. Exhibit A entitled “Scope of Services” is hereby replaced with First Revised Exhibit A, attached and incorporated by reference herein.

Amendment No. 1 to Agreement with SCHAAF & WHEELER CONSULTING CIVIL ENGINEERS Page 2 Rev. 9/16/2025

3. Exhibit B entitled “Schedule of Fees” is hereby replaced with First Revised Exhibit B, attached and incorporated by reference herein.

4. Exhibit E entitled “Milestone Schedule” is hereby replaced with First Revised Exhibit E, attached and incorporated by reference herein.

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

Amendment No. 1 to Agreement with SCHAAF & WHEELER CONSULTING CIVIL ENGINEERS Page 3 Rev. 9/16/2025
The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

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

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

SCHAAF & WHEELER CONSULTING CIVIL ENGINEERS
a California Corporation
Dated:

By (Signature):

Name:

Title:

Principal Place of
Business Address:

Email Address:

Telephone:

Fax:
“CONSULTANT”
Design Professional Agreement with S&W/First Revised Exhibit A – Scope of Services Page 1 Rev. Amendment 1 09-16-2025

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

SCHAAF & WHEELER CONSULTING CIVIL ENGINEERS
FOR

BOWERS AVENUE UNDERPASS STORM DRAIN PUMP STATION PROJECT

FIRST REVISED EXHIBIT A

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

I. GENERAL
This Scope of Services is anticipated as necessary to meet City’s objectives as described under Section II, BACKGROUND AND PROJECT, and Section III, DESCRIPTION OF SERVICES of this document. Consultant and City agree that this Scope of Services incorporates Consultant’s professional qualifications and experience and will meet the City’s objectives.

Consultant will be expected to provide complete, professional, high-quality Services and products; to consult City personnel, and others who are involved with the project; and to provide the expertise, guidance, advice, and assistance in accomplishing the work.

II. BACKGROUND AND PROJECT
The Bowers Avenue Underpass Storm Drain Pump Station (“Bowers SDPS”) was constructed in 1974 as part of the Bowers Avenue Southern Pacific Rail Road Underpass Project. The Bowers SDPS has a design capacity of 2,750 gpm and collects stormwater runoff at the undercrossing through a 24-inch pipe. The Bowers SDPS contains two-30 hp submersible pumps with motors, power control center panel, hour meter, programmable logic controller, remote telemetry unit, float switches, and other appurtenances. The Bowers SDPS contains all original mechanical, electrical, and plumbing, without any major replacement work. Due to the age of the Bowers SDPS, the City has difficulties finding parts to replace and maintain existing mechanical, electrical, and plumbing system.

Due to aging of the stations and to address operations issues, in 2023 City contracted with Schaaf & Wheeler to perform condition assessment and the preliminary engineering for the Bowers storm drain pump station. The Basis of Design report was prepared in August 2023 and recommends replacement of the station.

Design Professional Agreement with S&W/First Revised Exhibit A – Scope of Services Page 2 Rev. Amendment 1 09-16-2025
The second phase scope of work includes all work necessary in preparation of (plans, specifications, and engineer’s estimate - PS&E) for public works bidding; provide assistance in obtaining permits; and provide engineering support services during bid and award, construction, and post-construction phases.

III. DESCRIPTION OF SERVICES
Consultant shall provide the services described herein. All work shall be done in accordance with the Department of Transportation Standard Specifications and Details, City Standard Plans and Specifications, ADA Design Guidelines, latest building and fire codes, and other applicable codes and standards recommended by the Consultant. Below is an outline of required services; however, it is the responsibility of the consultant to independently assess the PROJECT and provide recommendations for improvement to meet the goals for this PROJECT.

Phase I (ALREADY COMPLETE): Consultant shall:

1. Perform wet well condition assessment:
a. All personnel performing this work shall be OSHA certified in fall protection and confined space entry.
b. To facilitate the condition assessment, City will provide harness and apply for confined space entry permit upon request. Consultant may also provide all necessary harness, tools, and equipment to perform his/her own confined space entry condition assessment of the wetwell.

2. The recommendations shall include for the overall the pump station to serve its functions, but limited to the following:, :
a. to enhance/provide needed structural integrity of the wet well b. to replace existing pump station mechanical, electrical, and plumbing c. to rehabilitate pump station building
d. to enhance security to minimize break-ins and people digging under perimeter fencing, cutting fence and locks
e. to enhance operation and maintenance of pump station f. to connect a portable generator in case of emergency

3. Besides the existing condition of the BSDPS, the City would like the consultant to provide additional recommendations beyond the replacement in kind to enhance routine maintenance and operation of the pump station.

Additional recommendations may include, but are not limited to the following:
a. Advanced pump station controls
b. Pump alternatives that provide best availability for maintenance and replacement
c. Electrical modifications
Design Professional Agreement with S&W/First Revised Exhibit A – Scope of Services Page 3 Rev. Amendment 1 09-16-2025
d. Redundancy in case of power failure

4. Prepare Basis of Design Report
Phase II: Consultant shall:

1. Develop selected pump station improvements from Phase I into bid documents (PS&E) for public works bidding

2. Provide assistance in obtaining a building permit.

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

Consultant shall provide the Services described herein through a project team, comprised of Consultant and sub-consultants identified I their proposal as follows:

1. Consultant: SCHAAF & WHEELER CONSULTING CIVIL ENGINEERS

2. Sub-consultants to SCHAAF & WHEELER CONSULTING CIVIL ENGINEERS:
1) TJC and Associates, Inc. – electrical engineering, instrumentation and controls, and control systems programming.
2) Kier + Wright – land survey
Any changes to the Project team through the course of the Services shall be approved in writing by City.

IV. RESPONSIBILITIES OF CITY
CITY will provide the following information and support for the project as-available and applicable:

A. Record drawings (as-available)
B. CITY’s Standard Details, Specifications, Benchmark, and Design Criteria.

C. Storm Drain (SD), Sanitary Sewer (SS), Electric, Fiber, Water and Recycled Water Block Book Maps (as-available).

D. Geographic Information System (GIS) data including land parcels, street centerlines, City sanitary sewers, City storm drains, and aerial photographic tiles
E. Payment of permit application fees with other internal departments, if required.

F. Filing exemption under the California Environmental Quality Act, if applicable.

Besides the above, the City will work closely with the consultant to provide any other data or records, as available and necessary for the work involved.

Design Professional Agreement with S&W/First Revised Exhibit A – Scope of Services Page 4 Rev. Amendment 1 09-16-2025
V. BASIC SCOPE OF SERVICES
The Basic Scope of Services includes all professional services required to perform complete evaluation of the Bowers SDPS and identify all deficiencies to enable the project to be appropriately scoped and planed for the next phase, which includes detail design and construction.

PROJECT MANAGEMENT
CONSULTANT shall:

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

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

1. Kick-off Meeting (Phase I)

2. 65% BOD Meeting (Phase I)

3. 75% BOD Meeting (Phase I)

4. 75% Design Review Meeting (Phase II)

5. 100% Design Review Meeting (Phase II)

6. Punch list/Project acceptance Meeting (Phase II)
C. Coordinate with CITY, design team members, consultants, utility companies, other government agencies, and other affected parties as required throughout the duration of the project as well as the Quality Assurance/Quality Control (QA/QC) activities for project deliverables.

D. Prepare, monitor, and update progress schedule in MS Project format beginning at the kickoff meeting and ending at contract award for the last submittal package. Schedule shall show significant milestones for the project.

CONSULTANT shall notify CITY if there are delays or potential delays in any phase of the project. In such cases, CONSULTANT shall make up the schedule in subsequent phases of the project or provide information to CITY substantiating a request for time extension (which may not be approved). The schedule shall be maintained at all times and shall be updated each time progress and milestones are achieved and/or changed.

E. Meetings: Meetings shall be budgeted for and invoiced under each respective Task or activity requiring a meeting and not as project management. Preparation for meetings shall be considered as included in the Task or activity for which the Design Professional Agreement with S&W/First Revised Exhibit A – Scope of Services Page 5 Rev. Amendment 1 09-16-2025
meeting is involved. A kick-off meeting shall be conducted with designated CITY staff prior to beginning work to review anticipated Tasks and schedule, review available information and needs, and address any outstanding questions regarding the project moving forward raised by CITY or CONSULTANT. During the course of Services while there is active work on the PROJECT, CONSULTANT shall schedule and attend brief bi-weekly (every other week) conference calls with CITY. The purpose of the bi-weekly conference calls will be to keep CITY appraised on the PROJECT's progress and address any issues that may arise during the course of Services.

F. Provide monthly progress reports.

G. Stakeholder Coordination: CONSULTANT shall coordinate with project stakeholders as needed to inform each stakeholder of the project work and incorporate any necessary accommodations into the final submittal documents.

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

CONSULTANT shall provide a copy of its QA Program guidelines and shall provide a QC report at the end of each Task. Time spent for QA-QC reviews for specific deliverables shall be budgeted and billed under each respective task requiring QA-QC review and not as Project Management.

I. Invoicing and Contract Administration: CONSULTANT administrative staff time spent preparing invoices for Services complete shall be considered as included in the overhead of the CONSULTANT’s basic hourly rates and shall not be billed.

Additionally, addressing administrative issues regarding the professional services agreement, such as preparing additional services requests or budget modifications, shall also be considered as included in the overhead of the CONSULTANT’s basic hourly rates and shall not be billed.

J. Only the designated Project Manager or approved delegates performing project management duties shall charge time to Project Management. CONSULTANT’s technical staff working on other tasks for the project shall not charge to the project management task. Additionally, if the Project Manager is performing technical work related to other tasks, time spent on those tasks shall be charged to the task and not to project management.

Deliverables:

1. Progress schedules in MS Project format (submitted electronically as an 11” x 17” pdf file and in native MS Project format).

2. QA Program guidelines and QC reports for each Task (in pdf file).

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

4. Monthly progress reports and invoices (in pdf file).

Design Professional Agreement with S&W/First Revised Exhibit A – Scope of Services Page 6 Rev. Amendment 1 09-16-2025
Phase I (ALREADY COMPLETE)
Task 1.0: Draft Basis of Design Report (ALREADY COMPLETE)

1.1 CONSULTANT shall collect and review relevant reports, records, data, maps and other documents. Consultant shall inspect and evaluate existing condition in order to fully comprehend the site and provide recommendation to improve existing infrastructures. Provide detailed field review of the Pump Station, through coordination with the City, and assess and provide rehabilitation and improvement recommendations for pumps and motors, electrical equipment, inlet pipes, wetwell, slide gate structure, and miscellaneous metals, building and roof structures, and any other structures/elements to operate the pump station.

Consultant’s representatives shall be certified and equipped with appropriate harnesses and protections for confined space entry prior to entering manholes, structures, wet wells, and any other confined areas. To facilitate the condition assessment, City will provide harness and apply for confined space entry permit.

1.2 Optional Task 1, Rebar Scanning – based on the initial condition assessment of the storm drain pump station wetwell, CONSULTANT shall advise the city whether rebar scanning services are necessary to further inspect potentially problematic/structural deficient areas within the wetwell. Prior to performing work, CONSULTANT shall provide a work plan to the City for review and approval. No work shall be performed unless authorized by the City.

1.3 CITY maintains a list of known utility operators in CITY. CONSULTANT shall prepare a Notice of Intent to Construct (NOI) on CITY’s standard NOI form and submit it to the known utility operators in order to gather records for existing utilities. Location map exhibits will be required to be submitted as part of the NOI.

CONSULTANT shall provide CITY a draft copy the NOI prior to sending it to the utility, maintain log of all NOI sent and received, and provide CITY all information received from the NOI. The purpose of the collection of utility information is to identify ownership of surface features that may be impacted by the work, and also to identify if there are any high-risk utilities within the project limits that may be impacted by the work.

1.4 Any work that affects the public right-of-way, which include geotechnical boring, potholing, excavation, and other that are similar in nature requires submittal of a complete encroachment permit applications. Requirements of the encroachment permit applications are online on our website and typically include traffic control plan, work plan, insurances, re-establishment plan, and other necessary documents. The City will pay for all related encroachment application fees; however, the consultant shall borne all costs related with submitting the encroachment permit applications.

1.5 Consultant shall prepare Basis of Design Reports to address the BSDPS deficiencies. The report shall, at the minimum, include the following:

Design Professional Agreement with S&W/First Revised Exhibit A – Scope of Services Page 7 Rev. Amendment 1 09-16-2025
A. History and background (including photos)
B. Existing station overview and understanding of key issues.

C.Current issues at the station
D.Condition assessment of station infrastructures to remain.

E. Mechanical, hydraulic, structural, electrical, and corrosion issues.

F. Recommended improvements
G.Estimated Project costs
H.Proposed Project Schedule
I. Preliminary drawings of the recommended improvements

1.6 The Engineer’s Cost Estimate shall be an itemized list of bid items and shall be accurate and prepared based upon current construction pricing and escalated to time of mid construction using engineering judgement. Consultant shall review recent bids, and contact vendors, suppliers, and contractors as necessary to develop an accurate cost estimate. The Consultant shall provide the assumptions and supporting documents used to prepare the Engineer’s Estimate. The Engineer’s Estimate shall consider the following factors:

A. Current economic trend.

B. When the project will be bid.

C.When construction will occur.

D.What are the risks that contractors need to consider for the project.

The aforementioned factors are not a complete list, but rather to provide a starting point for the consultant to prepare the Engineer’s Estimate. If there are other factors and assumptions that are deemed critical to prepare an accurate Engineer’s Estimate, Consultant shall include them in their estimate.

1.7 The Draft Basis of Design will be routed by the city project manager to the various stakeholders for review and comments.

Deliverables:

1. Draft Basis of Design Report

2. Field photos and notes

3. QA/QC Form for primary consultant and subconsultants Task 2.0: Final Basis of Design Report (ALREADY COMPLETE)

2.1 CONSULTANT shall finalize the BOD Reports based on comments from the previous BOD Reports. The final BOD Report shall be signed, stamped and dated by CONSULTANT in responsible charge for their preparation.

2.2 Conduct a quality control (QC) review of BOD Reports in accordance with Consultant’s QC program approved by City.

Design Professional Agreement with S&W/First Revised Exhibit A – Scope of Services Page 8 Rev. Amendment 1 09-16-2025
Deliverables:

1. Stamped, signed, and dated Basis of Design Report

2. All data and documents gathered to prepare the Basis of Design Reports.

Phase II
Task 3.0: 75% Construction Documents
Based on the approved Basis of Design Report, approved project scope within budget, and any adjustments authorized or directed by the City, the Consultant shall develop and refine the design, and prepare construction documents.

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

3.1 Provide modified sections to City standard specifications to suit Project. Modified sections include, but not be limited to, general information, summary of work, measurement and payment for bid items, permitting and agency regulatory requirements, etc.

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

1. Description of work

2. Type of Contractor’s License required

3. Construction Schedule

4. Bid Schedule

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

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

3.3 Prepare 75% level project plans and specifications based on the Basis of Design Report including:
• All civil demo, layout, grading and utility details and plans. • All mechanical, electrical, and structural details and plans. •

3.4 Prepare an updated engineering cost estimate. If 75% engineering cost estimate prepared at this point exceeds the preliminary construction budget approved at the end of the preliminary engineering/evaluation phase, the Consultant shall explain and justify the increase and shall submit a list of proposed modifications to Design Professional Agreement with S&W/First Revised Exhibit A – Scope of Services Page 9 Rev. Amendment 1 09-16-2025
bring the cost within budget.

3.5 Prepare an updated project schedule.

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

3.7 Conduct a quality control (QC) review of design documents (Plans, Specifications, and Engineer’s Cost Estimates).

3.8 CITY will circulate the submittal package to internal CITY departments for review and comments. CONSULTANT shall be responsible for submitting the package to external stakeholders if required. CONSULTANT shall prepare written responses to all written comments received. All redlined drawings shall be returned with CONSULTANT’s response on the redlined drawings.

3.9 CONSULTANT shall be responsible for resolving comments from each commenter and shall identify to CITY any comments that cannot be resolved.

CONSULTANT shall conduct a 75% comments review meeting with CITY to discuss comments on the submittal package, to identify any significant design issues, and gain concurrence as to how the design shall be revised as appropriate to incorporate CITY’s comments.

Task 3 Deliverables - Electronic files of the following documents in PDF:

1. 75% Plans

2. 75% Specifications

3. 75% Engineering cost estimate

4. Updated project schedule

5. Meeting minutes – One (1) PDF

6. Quality control checklist for 75% design submittal.

7. Written response matrix – One (1) PDF
Task 4.0: 100% Construction Documents
Based on City’s comments and direction on the 75% PS&E, Consultant prepare the 100% PS&E. Consultant shall:

4.1 Prepare 100% level project plans, specifications, and engineer’s estimate.

4.2 Prepare an updated project schedule.

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

Design Professional Agreement with S&W/First Revised Exhibit A – Scope of Services Page 10 Rev. Amendment 1 09-16-2025

4.4 100% PS&E shall be Peer reviewed and Certification of Peer Review shall be submitted with the 100% Submittal. A statement to indicate Peer Review has been performed and signature of the Engineer who performed it shall be added to the Plans Cover Sheet.

Certification of Peer Review: The following paragraph shall be put on the company letter head, dated, and signed by the Peer Review Engineer. “The undersigned hereby certifies that a professional peer review of these plans and the required designs was conducted by me, a professional landscape architect with expertise and experience in the appropriate fields of landscaping equal to or greater than the Architect of Record, and that appropriate corrections have been made.”

4.5 Prepare and submit Special Inspection Form for the Project.

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

4.7 Conduct a quality control (QC) review of design documents (Plans, Specifications, and Engineer’s Cost Estimates).

4.8 CITY will circulate the submittal package to internal CITY departments for review and comments. CONSULTANT shall be responsible for submitting the package to external stakeholders if required. CONSULTANT shall prepare written responses to all written comments received. All redlined drawings shall be returned with CONSULTANT’s response on the redlined drawings.

4.9 CONSULTANT shall be responsible for resolving comments from each commenter and shall identify to CITY any comments that cannot be resolved.

CONSULTANT shall conduct a 75% comments review meeting with CITY to discuss comments on the submittal package, to identify any significant design issues, and gain concurrence as to how the design shall be revised as appropriate to incorporate CITY’s comments.

4.10 Provide documents and support for Caltrain right of entry permit agreement for any work within the railroad right of way.

4.11 Provide Building Division and Fire Permit submittal package, review comments, and prepare re-submittal to Building Division and Fire Department as needed to obtain final approval.

Task 4 Deliverables - Electronic files of the following documents in PDF:

Design Professional Agreement with S&W/First Revised Exhibit A – Scope of Services Page 11 Rev. Amendment 1 09-16-2025
1) 100% Plans, Specifications, and Engineer’s Estimate
2) All Necessary Calculations
3) Consultant Lessons Learned
4) Updated Project Schedule
5) All Permit application packages with all necessary supporting documentations. 6) Special Inspection Form
7) Meeting minutes
8) Quality control checklist for 100% design submittal. 9) Written response matrix
10) Specifications shall be stamped and signed (on Document 00030 – Seal) by Consultant’s Project Engineer
11) Recent similar project bid summaries (if applicable) to validate engineer's estimate. 12) List of potential bidders
Task 5.0: Bid Documents
Based on City’s comments including Building and Fire department comments and all permitting agency comments and direction on the 100% PS&E, Consultant shall revise the 100% PS&E to produce the Bid Documents. Consultant shall:

5.1 Prepare final bid documents of project plans, specifications, and engineer’s estimate.

5.2 Prepare an updated project schedule, if necessary.

5.3 Conduct a quality control (QC) review of design documents (Plans, Specifications, and Engineer’s Cost Estimates).

5.4 Incorporate permit issuers’ comments into final bid documents and coordinate with permitting departments and agencies to obtain acceptance of permit application package.

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

Task 5 Deliverables - Electronic files of the following documents in PDF:
1) Provide updated documents that were identified under Task 4 deliverables and any other documents to complete the project bid package. 2) Project drawings in AutoCAD format in addition to PDF.

Task 6.0: Bid and Award Phase
Consultant shall provide assistance to the City during the bidding and award phase, answer questions from bidders, help and prepare exhibits for addenda when necessary, Design Professional Agreement with S&W/First Revised Exhibit A – Scope of Services Page 12 Rev. Amendment 1 09-16-2025
assist the City in evaluation of bids received, and provide a written recommendation for the award of contract, when requested.

Consultant shall:

6.1 Attend and conduct Pre-Bid Conference/Sites Visit.

6.2 Assist the City with responses to bidder’s inquiries through the City’s Project Manager.

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

6.4 Assist the City in evaluating bids (if required by the City).

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

Task 8 Deliverables - Electronic files of the following documents in PDF:

1. Written response to bidder’s inquiries

2. Support information for addenda

3. Written recommendation letter to award of contract for the Project

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

Task 7.0: Construction Phase

7.1 Consultant shall attend the Pre-construction meeting.

7.2 Consultant shall visit the project site as required for the benefit of the Project during this phase. During these site visits, Consultant shall attend job progress meetings, pre-submittal meetings, pre-installation meeting, and other meetings as required by the City. Consultant’s structural, civil, and electrical subconsultants shall visit the site as required when work related to their discipline is in progress.

7.3 Consultant shall make construction observation visits throughout the construction phase. Consultant shall issue an observation report after each visit. Assume up to three (3) meetings.

7.4 In addition to the construction observation visits, Consultant shall review technical submittals, shop drawings, product data, product samples, and product warranties from the contractor for conformance with the specifications and drawings. The Consultant’s action shall be taken with such reasonable Design Professional Agreement with S&W/First Revised Exhibit A – Scope of Services Page 13 Rev. Amendment 1 09-16-2025
promptness so as to cause no delay in the work, while allowing sufficient time in Consultant’s judgment to permit adequate review. The Consultant will be allowed a maximum of seven (7) calendar days for review of submittals.

7.5 Consultant shall respond to Contractor’s Request for Information (RFI) and Request for Substitution (RFS). Interpretations and decisions of the Consultant shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. Consultant shall be allowed a maximum of seven (7) calendar days to respond to RFIs and RFSs.

7.6 The Consultant shall prepare the Scope of Work, including sketches, for Field Instructions issued to the Contractor. When requested by the City, Consultant shall review Change Order (CO) pricing and provide written responses for the City’s review and finalizing said COs
Task 7 Deliverables - Electronic files of the following documents in PDF:

1. Reviewed Contractor Submittals, Shop Drawings, RFIs, RFSs, and Field Instructions. Assume four (4) rounds of review.

2. Change Order recommendations

3. Field reports completed by Consultant and sub-consultants Task 8.0: Post-Construction Phase

8.1 When requested by the City, Consultant shall conduct reviews to assist the City to determine the date or dates of Substantial Completion and the date of Final Completion.

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

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

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

8.5 Provide a complete set of the Record Drawings in both electronic PDF and AutoCAD formats.

Design Professional Agreement with S&W/First Revised Exhibit A – Scope of Services Page 14 Rev. Amendment 1 09-16-2025
Task 8 Deliverables:

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

2. Record Drawings – One (1) PDFs and one (1) AutoCAD files on USB drive.

Design Professional Agreement with S&W/First Revised Exhibit B – Schedule of Fees Page 15 Rev. Amendment 1 09-16-2025

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

SCHAAF & WHEELER CONSULTING CIVIL ENGINEERS
FOR

BOWERS AVENUE UNDERPASS STORM DRAIN PUMP STATION PROJECT

FIRST REVISED EXHIBIT B

SCHEDULE OF FEES
I. GENERAL PAYMENT
The total payment to the Consultant for Basic Services, as stated in Exhibit A, shall not exceed $377,441. The amount billed to City for pre-approved Additional Services shall not exceed the sum of $42,200. In no event shall the amount billed to City by Consultant for Services under this Agreement exceed $419,641, subject to budget appropriations.

Consultant shall bill City on a monthly basis for Services provided by Consultant during the preceding month on an invoice and in a format approved by City and subject to verification and approval by City. Billing shall be proportionate to the Services performed for each task completed. The invoice shall describe the Task completed, and percentage completed by Task, and total during the invoice period.

The invoice shall also show the total to be paid for the invoice period. City will pay Consultant within thirty (30) days of City’s receipt of an approved invoice.

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

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

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

Description of work and task Basic Services
Cost
Phase 1
Task No. 1 – Draft Basis of Design Report $65,674
Task No. 2 – Final Basis of Design Report $18,959
Optional Task 1 (2 days of rebar scanning) $12,000
Design Professional Agreement with S&W/First Revised Exhibit B – Schedule of Fees Page 16 Rev. Amendment 1 09-16-2025
Phase 2
Task No. 3 – 75% Construction Documents $120,382
Task No. 4 – 100% Construction Documents $46,049
Task No. 5 – Bid Documents $29,687
Task No. 6 – Bid and Award Phase $15,361
Task No. 7 – Construction Phase $52,444
Task No. 8 – Post-Construction Phase $16,885
TOTAL COST $377,441
The total amount of all the Tasks is a not-to-exceed amount. Upon mutual agreement between CITY and CONSULTANT in writing, basic service task fees may be allocated to other tasks as needed to facilitate CONSULTANT’s invoicing. In no event shall the amount billed to City by Consultant for BASIC SERVICES under this Agreement exceed three hundred seventy-seven thousand four hundred forty-one dollars ($377,441).

III. REIMBURSABLE EXPENSES
There are no reimbursable expenses.

IV. ADDITIONAL SERVICES
Additional Services consists of work not included in the Scope of Services outlined within this Agreement. Pre-approved Additional Services shall be billed to City at the fixed hourly rates shown below in Section V, RATE SCHEDULE, or at an agreed negotiated lump sum price. Monthly billing for Additional Services shall be consistent with the term set forth in this Agreement. Payment for any Additional Services is allowed only if written authorization is given by the City Engineer in advance of the work to be performed. Additional Services shall not exceed $42,200.

V. RATE SCHEDULE
Personnel Charges
Charges for personnel engaged in professional and/or technical work are based on the actual hours directly chargeable to the project.

The pay rates for the project by classification are listed below:

Design Professional Agreement with S&W/First Revised Exhibit B – Schedule of Fees Page 17 Rev. Amendment 1 09-16-2025
Primary Consultant – SCHAAF & WHEELER CONSULTING CIVIL
ENGINEERS:

SCHAAF~ WHEELER

CONSULTING CIVIL ENGINEERS
Hourly Charge Rate Schedule
Personnel Charges
Charges for personnel enga.ged in professional and/or technical work are based on the actual hours directly chargeable to the project
Current rates by classification are listed below:

Classification
Principal Project Manager
Senior Project Manager
Se11ior Engineer
Associate Engineer
AssistarJI Engineer
Junior Engineer
Des gner
GIS Analyst
Technician
Engineering Trainee
Litigation Charges
Rate/Hr
$315
$290
$265
$230
$210
$195
$185
$185
$170
$145
Court or deposition time as an expert witness is charged at $500 per hour.

Materials and Services
Subcontractors, special equipment. outside reproduction, data processing, computer services. etc., will be charged at 1.1 0 times cost
Design Professional Agreement with S&W/First Revised Exhibit B – Schedule of Fees Page 18 Rev. Amendment 1 09-16-2025
Subconsultant Billing Rates:

BIGGS CARDOSA

ASSOCIATES INC

STRUCTIJRAL ENGINEERS
885 The Alameda
San .Jose, CA 85128-3133
Telephone 408.288.5515
Senior Principal
Principal
Associate

CHARGE RATE SCHEDULE
Engineering Manager
Senior Engineer
Project Engineer
Staff Engineer
Assistant Engineer
Junior Engineer
Senior Computer Drafter
Computer Drafter
Junior Computer Drafter
BI M/Visualization Specialist
Project Administrator
Project Coordinator
Secretarial Administrative Services
Construction Manager
Senior Structural Representative
Structural Representative
Assistant Structures Representative
Senior Bridge Inspector
Subconsultants
Expenses
$347.00
$305.00
$278.00
$252.00
$226.00
$210.00
$194.00
$179.00
$163.00
$184.00
$163.00
$147.00
$184.00
$221 .00
$174.00
$137.00
$305.00
$263.00
$236.00
$189.00
$236.00
Cost Plus 10%
Cost Plus 15%
The rates shown are valid from July 1, 2025 thru June 30, 2026, and subject to periodic increases starting July 1, 2026
Design Professional Agreement with S&W/First Revised Exhibit B – Schedule of Fees Page 19 Rev. Amendment 1 09-16-2025
~ KIER+WRIGHT

HOURLY RATE SCHEDULE
Effective February 24. 2025 through February 28. 2026
Principal ............................................................................................................................................................................................................ $ 325.00 / Hour Development Services Manager .................................................................................................................................................... $ 305.00 / Hour Associate ................. ......................................................................................................................................................................................... $ 275.00 I Hour Structural Engineering Manager .................................................................................................................................................. $ 260.00 / Hour Technical Manager (SME) / Senior Engineering Manager ......................................................................................... $ 260.00 / Hour Senior Engineer ........................................................................................................................................................................................... $ 249.00 / Hour Engineer 111 ...................................................................................................................................................................................................... $ 228.00 / Hour Engineer 11 .................................................................................................................................. ................ ................................................... $ 198.00 / Hour Engineer 1 ....................................................................................................................................................................................................... $160.00 / Hour Engineering Tech Ill ................................................................................................................................................................................. $ 208.00 / Hour Engineering Tech 11 ....... ................................................. ......................... .. .......... .... .................................................................... $ 189.00 / Hour Engineering Tech I ................................................................................................................................... , ................................................. $153.oo / Hour Project Coordinator 111 .............................................................................................................................................................................. $ 150.00 / Hour Project Coordinator 11 .............................................................................................................................................................................. $ 137.00 I Hour Project Coordinator 1 ...................................................................................................................................................................... $ 129.00 I Hour Senior Land Surveyor .. .......................................................................................................................................................................... S 255.00 / Hour Senior Survey Construction Manager .................................................. , ...................................................................................... $ 255.00 / Hour Survey Operations Coordinator............................................ .. .................................................................. $ 225.00 / Hour Project Surveyor 111...... . .................................................................................................................................................................. $ 228.00 / Hour Project Surveyor 11 ...... ....................... $ 185.00 I Hour Project Surveyor I .................................................................................................................................................................................... $ 158.00 / Hour Draftsman/ Survey Tech 11 1 ............................................................................................................................................................... $178.00 / Hour Draftsman/ Survey Tech II ................................................................................................................................................................. $ 152.oo / Hour Draftsman / Survey Tech I .................................................................................................................................................................. $ 132.00 / Hour 3D Laser Scanning Crew ................................................................................................................................................................. $ 444.00 / Hour 3-Man Survey Crew .................................................................................................................................................................................. $ 467-00 I Hour 2-Man Survey Crew .................................................................................................................................................................................. $ 367-00 / Hour 1-Man Survey Crew .... ............................................................................................................................................................................. $ 227.00 / Hour Engineering / Survey Intern ................................................................................................................................................................. $ 90.00 / Hour Testimony (Trial or Deposition) ................................................................................................................................................... $ 589.00 / Hour All blueprinting and reproduction will be bliled at cost plus 10.•~ Time spent for preparation for testimony will be billed in accordance with the above hourly rates Design Professional Agreement with S&W/First Revised Exhibit B – Schedule of Fees Page 20 Rev. Amendment 1 09-16-2025
Engineer
Level 20 (E20)
Level 19 (E19)
Level 18 (E18)
Level 17 (El 7)
Level 16 (E16)
Level 15 (ElS)
Level 14 (E14)
Level 13 (E13)
Level 12 (E12)
Level 11 (Ell)
Level 10 (ElO)
Level 9 (E9)
Level 8 (E8)
Level 7 (E7)
Level 6 (E6)
Level 5 (ES)
Level 4 (E4)
Level 3 (E3)
Level 2 (E2)
Level 1 (El)
Auto Mileage
Outside Services
Schedule of Hourly Rates and Costs - 2026
TJC and Associates, Inc.
$377.00
$363.00
$349.00
$335.00
$321.00
$307.00
$294.00
$280.00
$266.00
$252.00
$238.00
$224.00
$211.00
$ 197.00
$ 183.00
$ 169.00
$ 155.00
$ 141.00
$ 128.00
$ 114.00
Labor
CAD
I hour Level 10 (ClO)
I hour Level 9 (C9)
I hour Level 8 (C8)
I hour Level 7 (C7)
I hour Level 6 (C6)
I hour Level 5 (CS)
I hour Level 4 (C4)
I hour Level 3 (C3)
I hour Level 2 (C2)
I hour Level 1 (Cl )
I hour
I hour
I hour Administrative
I hour Level 15 (AlS)
I hour Level 14 (A14)
I hour Level 13 (Al3)
I hour Level 12 (A12)
I hour Level 11 (All)
I hour Level 10 (Al0)
I hour Level 9 (A9)
Reimbursable Expenses
Standard set by IRS
Cost+ 10%
Materials and Other Expenses Cost + 10%
$219.00 I hour
$205.00 I hour
$191.00 I hour
$178.00 I hour
$164.00 I hour
$150.00 I hour
$137.00 I hour
$123.00 I hour
$109.00 I hour
$ 95.00 I hour
$176.00 I hour
$165.00 I hour
$154.00 I hour
$142.00 I hour
$131.00 I hour
$120.00 I hour
$108.00 I hour
Design Professional Agreement S&W /First Revised Exhibit E- Milestone Schedule Page 21 Rev. Amendment 1 09-16-2025

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

SCHAAF & WHEELER CONSULTING CIVIL ENGINEERS
FOR

BOWERS AVENUE UNDERPASS STORM DRAIN PUMP STATION PROJECT

FIRST REVISED EXHIBIT E

MILESTONE SCHEDULE
Description of work and task Duration
Task No. 3 – 75% Construction Documents 60 Days
Task No. 4 – 100% Construction Documents 40 Days
Task No. 5 – Bid Construction Documents 20 Days
Task No. 6 – Bid & Award Support 3 Months
Task No. 7. – Construction Support 1 Year
Task No. 8. – Post-Construction 1 Month
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-787 Agenda Date: 11/18/2025

REPORT TO COUNCIL

SUBJECT
Action on an Amendment to an Existing Agreement with Accela, Inc. for Land Management Software and the Related Budget Amendment

BACKGROUND
The City uses Accela’s Civic Platform, a centralized software-as-a-subscription services solution to manage its diverse land management operations. This platform enables the City to offer a variety of online services, including processing permit applications, payments, plan reviews, code enforcement, and inspection scheduling.

Since its implementation in 2021, the City has expanded its use of the platform to provide a variety of new services including processing and tracking of site clearances, maintaining subdivision maps and title documents, fee collections and meter release processing, abandoned vehicle reporting, computer-aided dispatch audio requests for law enforcement, and special events permitting.

The City Council originally approved the agreement with Accela on August 21, 2018, for the technical and professional services related to the software integration and ongoing license usage. This agreement authorized a maximum compensation of $1,218,660 over an initial five-year term ending August 28, 2023, with options to renew for up to two additional one-year terms.

On December 7, 2021, through RTC # 21-1484, the City Council authorized the City Manager to execute Amendment No.1 to extend the term through November 29, 2025, and increase compensation by $1,420,640, for a revised maximum of $2,639,300, to support the purchase of up to 100 additional licenses.

On June 25, 2024, through RTC # 24-1141, the City Council authorized the City Manager to execute Amendment No. 2 to increase compensation by $235,872 for a revised maximum compensation of $2,875,172 for the purchase of up to another 100 additional licenses.

As the current agreement expires on November 29, 2025, this item presents for Council consideration Amendment No. 3 to extend the agreement for five additional years, increase the maximum allowable license quantities available for purchase, and make related changes to pricing and terms.

DISCUSSION
The City’s use of Accela’s Civic Platform is based on a licensing model that has evolved to meet the City’s needs. Individual employees are granted unlimited access to the software through a unique Named User License. As the City’s use of the platform has expanded, it has purchased additional licenses to support new users and operations.

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25-787 Agenda Date: 11/18/2025
To accommodate the staggered work schedules of Fire Department personnel, Accela created a specialized version of the Named User License entitled the Fire Enterprise Device License. This license provides the same services as the Named User License, but at a reduced cost, ensuring the City is not paying full price for individual licenses that are only used for a fraction of the time of a standard license.

Under the current agreement, the City can activate up to 281 Named User Licenses and 59 Fire Enterprise Device Licenses per year. After reviewing current usage and future needs, the City has determined that over the next five years it will require up to 310 Named User Licenses and 50 Fire Enterprise Device Licenses annually to support existing operations, developing projects, and anticipated departmental growth.

The City also subscribes to Accela Citizen Access, the public-facing online system that allows citizens to create an account. This account enables them to interact directly with the platform’s various services using a web based online portal.

As the current agreement expires on November 29, 2025, the City is recommending Amendment No. 3 to extend the contract for five additional years, through November 29, 2030, and increase the maximum allowable license quantities available for purchase in each annual term. This extension would increase the total compensation by $4,153,609 for a revised maximum compensation of $7,028,781. This multi-year extension allowed the City to negotiate annual price escalations down from 5% per year to 3% for the first two years of the contract and 5% for the remaining three years, resulting in cost savings of approximately $135,000. The maximum annual cost per subscription service is further detailed in Table 1 below.

Table 1 - Maximum Annual Cost (2025-2030)
Term Citizen Access
(Max. 1)
Named User
(Max. 310)
Fire
Enterprise
(Max. 50)
Maximum
Annual Cost
11/30/25 - 11/29/26 $15,950.94 $681,690.00 $65,970.50 $763,611.44 11/30/26 - 11/29/27 $16,429.47 $702,140.70 $67,949.50 $786,519.67 11/30/27 - 11/29/28 $17,250.94 $737,248.20 $71,347.00 $825,846.14 11/30/28 - 11/29/29 $18,113.49 $774,110.30 $74,914.50 $867,138.29 11/30/29 - 11/29/30 $19,019.16 $812,813.80 $78,660.00 $910,492.96 Maximum Five-Year Total $4,153,608.50
Although the City’s standard service agreement usually contains a “termination for convenience” clause, which allows the City to terminate a contract for any reason upon 30 days’ notice, for this renewal Accela has asked that the City delete its standard language and instead agree to termination only in the event of default or non-appropriation of funds. The City understands that deleting the “termination for convenience” clause is appropriate for this specific renewal, given the system’s foundational role in municipal operations and the substantial costs associated with transitioning away from a platform of this complexity on short notice.

ENVIRONMENTAL REVIEW
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25-787 Agenda Date: 11/18/2025
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(a) as it has no potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.

FISCAL IMPACT
The contract amendment will extend the term through November 2030 and increase the maximum compensation by $4,153,609 for a revised maximum compensation of $7,028,781. Funding for the Accela contract is budgeted in the Non-Departmental section of the General Fund and is supported by the Technology Fee.

Staff recommends the following budget amendment in the General Fund to account for the costs associated with the new maximum licensing amounts in Amendment No. 2, funded by the use of the Technology Fee Reserve.

Budget Amendment
FY 2025/26
Current Increase/
(Decrease)
Revised
General Fund
Expenditures
Non-Departmental $38,861,319 $68,790 $38,930,109
Fund Balance
Technology Fee Reserve $2,355,271 ($68,790) $2,286,481
The increases identified in the outyears of the agreement will be factored into the operating budget as part of the budget cycle.

COORDINATION
This report has been coordinated with the Finance Department.

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

RECOMMENDATION

1. Authorize the City Manager or designee to execute Amendment No. 3 to the Agreement with Accela, Inc. to extend the term by five years through November 29, 2030, and increase the maximum compensation by $4,153,608.50 for a revised maximum compensation of $7,028,780.75;

2. Authorize the City Manager or designee to negotiate and execute future amendments as City of Santa Clara Page 3 of 4 Printed on 11/14/2025
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25-787 Agenda Date: 11/18/2025
needed to (1) add, modify, or delete services and (2) make de minimis changes, all subject to the total maximum compensation, appropriation of funds, and review and approval as to form by the City Attorney; and

3. Approve the FY 2025/26 budget amendment in the General Fund to increase the NonDepartmental appropriation in the amount of $68,790 and decrease the Technology Fee Reserve in the amount of $68,790 (five affirmative Council votes required for the use of unused balances).

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

ATTACHMENTS

1. 2018 Original Agreement with Accela, Inc.

2. 2021 Amendment No. 1 to Agreement with Accela, Inc.

3. 2024 Amendment No. 2 to Agreement with Accela, Inc.

4. 2025 Amendment No. 3 to Agreement with Accela, Inc.

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For EBIX Insurance No. S200000696

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ACCELA, INC.

PREAMBLE
This agreement for the performance of services ("Agreement") is by and between Accela, Inc., a California corporation, with its principal place of business located at 2633 Camino Ramon, Suite 500, San Ramon, CA 94853 ("Contractor"), and the City of Santa Clara, California, a chartered California municipal corporation with its primary business address at 15 00 Warburton A venue, Santa Clara, California 95050 ("City"). City and Contractor may be refe1Ted to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. City desires to secure professional services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services"; and
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the te1ms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT PROVISIONS

1. EMPLOYMENT OF CONTRACTOR.

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

2. SERVICES TO BE PROVIDED.

Except as sp.:cified in this Agrc.:ment, Contractor shall furnish all technical and professional services for hosted subscriptions services, ( collectively refencd to as "Subscribed Services'' as defined in Exhibit H, Paragraph 3) to satisfactorily complete the work required by City at his/her own risk and expense. Subscribed Services to be provided to City are more fully described in Exhibit H. ;\ II of the exhibits referenced in this Agreement are attached and are incorpornted by this reference.

Agreement for the Perfonnance of Services/ Acee la, Inc.

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3. COMMENCEMENT OF SUBSCRIBED SERVICES.

CUSTOMER'S SUBSCRIPTION TERM COMMENCES ON A MUTUALLY
AGREED UPON DATE TO OCCUR BEFORE SEPTEMBER 30, 2018 AND SAID DATE IS CUSTOMER'S "SERVICE DATE" FOR PURPOSES OF
DESIGNATING THE START OF ANY SUBSCRIPTION TERM. FOR THE

AVOIDANCE OF DOUBT, THE SERVICE DATE AND THE EFFECTIVE DATE MAY NOT BE THE SAME.

Contractor shall begin providing the Subscription services under the requirements of this Agreement upon receipt of written Notice to Proceed from City. Such notice shall be deemed to have occuned three (3) calendar days after it has been deposited in the regular United States mail. Contractor shall complete the Services within the time limits set forth in the Scope of Services or as mutually determined in writing by the Parties Contract execution.

When City determines that Contractor has satisfactorily completed the Services. Upon receipt of such notice, Contractor shall not incur any further costs under this Agreement.

Contractor may request this determination of completion be made when, in its opinion, the Services have been satisfactorily completed.

4. QUALIFICATIONS OF CONTRACTOR- STANDARD OF WORKMANSHIP.

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

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

5. TERM OF AGREEMENT.

Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate five (5) years from the Service Date. The Agreement may be renewed by the City, at its sole discretion, for two additional one (1) year terms.

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6. MONITORING OF SUBSCIUBED SERVICES.

City may monitor the Subscribed Services perfonned under this Agreement to determine whether Contractor's operation conforms to City policy and to the terms of this Agreement. City may also monitor the Subscribed Services to be performed to determine whether financial operations are conducted in accord with applicable City, county, state, and federal requirements. If any action of Contractor constitutes a breach, City may terminate this Agreement pursuant to the provisions described herein.

7. PERFORMANCE OF SUBSCRIBED SERVICES.

Contractor shall perform all requested services in an efficient and expeditious manner and shall work closely with and be guided by 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. Contractor will perform all Subscribed Services in a safe manner and in accordance with all federal, state and local operation and safety regulations.

8. BUSINESS TAX LICENSE REQUIRED.

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

9. RESPONSIBILITY OF CONTRACTOR.

Contractor shall be responsible for the professional quality, technical accuracy and coordination of the Subscribed Services furnished by it, as set faith under this Agreement, including any exhibits or attachments. Neither City's review, acceptance, nor payments for any of the Services required under this Agreement shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement and Contractor shall be and remain liable to City (subject to any limitations in this Agreement) in accordance with applicable law for all damages to City caused by Contractor's Agreement, applicable federal, state, county, and/or municipal laws, ordinances, regulations, rules and orders.

10. COMPENSATION AND PAYMENT.

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

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11. TERMINATION OF AGREEMENT.

Either Paity may terminate this Agreement without eause by giving the other Party written notice ("Notice of Termination") which clearly expresses that Paity's intent to tenninate the Agreement, which will be effective on the following anniversary of the Subscription Term provided such Notice of Termination is received 30 days prior to the anniversary of the Effective Date of the upcoming Subscription Term. Notice of Termination shall become effective no less than thirty (30) calendar days after a Party receives such notice. After either Party terminates the Agreement, Contractor shall discontinue further services as of the effective date of termination, and City shall pay Contractor for all Subscl'ibed Services satisfactorily perfonned up to such date.

If City renews the Agreement for additional one year terms after first five (5) year tenn, then upon such renewal either Party may terminate the Agreement without cause by giving the other Party Notice of Termination. Such Notice of Termination shall be effective ninety (90) days after receipt by the other Party. Upon any such Notice of Tennination after the first five (5) year term, Contractor will refund any prepaid subscription fees covering the remainder of the subscription term after the effective date of termination.

Either party may terminate this Agreement if either Party materially breaches any terms and conditions of this Agreement after receiving a written notice describing the circumstances of the material breach, and the Paity fails to correct the breach within thirty (30) calendar days. Upon any termination for cause by City, Contractor will refund any prepaid subscription fees covering the remainder of the subscription term after the effective date of termination.

12. NO ASSIGNMENT OR SUBCONTRACTING OF AGREEMENT.

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.

13. NO THIRD PARTY BENEFICIARY.

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

14. INDEPENDENT CONTRACTOR.

Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights, however, to manage its employees in their performance of Subscribed Services under this Agreement. Contractor is not authorized to bind City to any contracts or other obligations.

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15. NO PLEDGING OF CITY'S CREDIT.

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

16. CONFIDENTIALITY OF MATERIAL.

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

17. USEO.FCITYNAMEOREMBLEM.

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

18. OWNERSHIP OF MATERIAL.

Please refer to Exhibit H.

19. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR.

City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for two (2) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the co1Tectness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City.

Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City's rep01ting requirements to the State and other agencies with respect to Contractor's Subscribed Services hereunder.

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20. CORRECTION OF SUBSCRIBED SERVICES.

Contractor agrees to conect any incomplete, inaccurate or defective Subscribed Services at no further costs to City, when such defects are due to the negligence, errors or omissions of Contractor.

21. FAIREMPLOYMENT.

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

22. HOLD HARMLESS/INDEMNIFICATION. PLEASE REFER TO EXHIBIT H.

23. INSURANCE REQUIREMENTS.

During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City insurance policies with respect to employees and vehicles assigned to the Performance of Subscribed Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit C.

24. AMENDMENTS.

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

25. INTEGRATED DOCUMENT.

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

26. SEVERABILITY CLAUSE.

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

27. WAIVER.

Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement.

Agreement for the Perfonnance of Services/Acee la, Inc.

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28. NOTICES.

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

City of Santa Clara
Attention: Community Development Department, Building Division 1500 Warburton Avenue
Santa Clara, California 95050
or by facsimile at ( 408) 241-3823
And to Contractor addressed as follows:

Name: General Counsel
Address: 2633 Camino Ramon
San Ramon, CA94853
or by facsimile at 925-659-3201
If notice is sent via facsimile, a signed, hard copy of the material shall also be mailed.

The workday the facsimile was sent shall control the date notice was deemed given if there is a facsimile machine generated document on the date of transmission. A facsimile transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following Monday.

29. CAPTIONS.

The captions of the various sections, paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considered or refel1'ed to in resolving questions of interpretation.

30. LAW GOVERNING CONTRACT AND VENUE.

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

31. DISPUTE RESOLUTION.

A. Unless otherwise mutually agreed to by the Parties, any controversies between Contractor and City regarding the construction or application of this Agreement, and claims arising out of this Agreement or its breach, shall be submitted to mediation within thirty (30) days of the written request of one Pa1iy after the service of that request on the other Party.

B. The Parties may agree on one mediator. If they cannot agree on one mediator, the Pa1iy demanding mediation shall request the Superior Comi of Santa Clara County to appoint a mediator. The mediation meeting shall not exceed one day ( eight (8) hours). The Paities may agree to extend the time allowed for mediation under this Agreement.

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

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

32. COMPLIANCE WITHETIDCAL STANDARDS.

Contractor shall:

A. Read Exhibit D, entitled "ETHICAL STANDARDS FOR CONTRACTORS

SEEKING TO ENTER INTO AN AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA"; and,
B. Execute Exhibit entitled "AFFIDA VII OF COMPLIANCE WITH ETHICAL STANDARDS."

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

34. CONFLICT OF INTERESTS.

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

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CITY OF SANT A CLARA, CALIFORNIA
a chartered California municipal corporation
APPROVED AS TO FORM:
~ City Attorney
ATTEST:
? ~ NNIFER YAMAGUMA
Acting City Clerk
Dated:
"CITY"
City Manager
1500 Warbmion Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
ACCELA, INC.
a California corporation
---+~--'----1,----='-----'-+--=~~--
By: ___.;z.~===:::!....._--------+------ 1gnature of Person executing the Agreement on behalf of ontractor)
Name: Jonathon Knight
Title: Chief Customer Officer
Local Address: 2633 Camino Ramon, Suite 500
San Ramon, CA 94583
Email Address: [email protected]
Telephone: (925) 359-3200
Fax: (925) 659-3201
"CONTRACTOR"
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AGREEMENT FOR THE PERFORMANCE OF SUBSCRIBED SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ACCELA, INC.

EXHIBIT A

SCOPE OF SUBSCRIBED SERVICES
This exhibit is not used in this agreement. For the software subscription terms and conditions, please refer to Exhibit H.

Agreement with Acee la, lnc./Scope of Services/Exhibit A Rev. 06/22/17

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AGREEMENT FOR THE PERFORMANCE OF SUBSCRIBED SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ACCELA, INC.

EXHIBITB

FEE SCHEDULE
In no event shall the amount billed to City by Contractor for services under this Agreement exceed One Million Two Hundred Eighteen Thousand Six Hundred Fifty-Nine Dollars and Ninety-Eight Cents ($1,218,659.98), subject to budget appropriations.

Citizen Access
PART# PRODUCT NAME
SS10MCAPOP0001 Accela Citizen Access - Subscription Population Subtotal
Civic Platform
PART# PRODUCT NAME
SS10APFMSLVR001 Accela Civic Platlom1 Silver - Subscliption User SS10APFMSLVR001 Accela Civic Platlom1 Silver - Suliscription User SS10APFMSLVR001 Accela Civic Platform Silver - Sullscription User SS10APFMSLVR001 Accela Civic Plat1om1 Silver- Subscription User SS10APFMSLVR001 Accela Civic Platlom1 Silver - Subscription User Subtotal
PART# PRODUCT NAME
SS 1 0MCAPOP0001 Accela Citizen Access - Subscription Population SS10MCAPOP0001 Accela Citizen Access - Subscription Population SS10MCAPOP0001 Accela Citizen Access - Subscription Population SS10MCAPOP0001 Accela Citizen Access - Subscription Population Subtotal
Agreement with Accela, Inc./Fee Schedule/Exhibit B
Rev. 06/22/17

QTY NET PRICE
125,948 USD 12,594.80
USD 12,594.80

QTY NET PRICE
40 USD 71,520.00
140 USD 257,829.60
140 USD 265,563.93
140 USD 273,531.52
140 USD 281,737.01
USD 1,150,182.06

QTY NET PRICE
125,948 USD 13,363.08
125,948 USD 13,753.52
125,948 USD 14,169.15
125,948 USD 14,597.37
USO 55,883.12
TOTAL: USO 1,218,659.98 I

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AGREEMENT FOR THE PERFORMANCE OF SUBSCRIBED SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ACCELA, INC.

EXIDBIT C

INSURANCE REQUIREMENTS

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

Agreement with Accela, Inc./Insurance Requirements/Exhibit C Rev. 06/22/17

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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 fonn CA 00 01. Liability coverage shall apply to all nonowned 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. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy.

1. 2.

3. Additional Insureds. The Commercial General Liability insurance will include the 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.

Primary and non-contributing. Commerical General Liability 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.

Cancellation.
a. Commercial General Liability policy shall contain language or be endorsed to reflect that no cancellation of the coverage provided due to non-payment of premiums shall be effective until written notice has been Agreement with Accela, Inc./Insurance Requirements/Exhibit C Rev. 06/22/17

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given to City at least ten ( 10) days prior to the effective date of such cancellation
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation 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 cancellation.

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

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

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

2. Contractor agrees to be responsible for ensuring that no contract used by any pmiy involved in any way with the project reserves the 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 fo1ih in this Agreement.

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and 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 ce1iificates 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), Agreement with Accela, Inc./Insurance Requirements/Exhibit C Rev. 06/22/17

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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 eopies of portions of the actual insurance policies or renewals or replacements to the extent necessary to ensure compliance with this Exhibit C. Unless otherwise required by the tenns 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, Community Development Department, Building Division P.O. Box 100085 S2 or I Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
Telephone number:

Fax number:

Email address:

H. QUALIFYING INSURERS
951-766-2280
770-325-0409
ctsantaclara@e b ix.com
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.

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AGREEMENT FOR THE PERFORMANCE OF SUBSCRIBED SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ACCLA,INC.

EXHIBITD

ETHICAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO AN

AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA
Termination of Agreement for Certain Acts.

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

1. If a Contractor1 does any of the following:
a. Is convicted2 of operating a business in violation of any Federal, State or local law or regulation;
b. Is convicted of a crime punishable as a felony involving dishonest/; c. Is convicted of an offense involving dishonesty or is convicted of fraud or a criminal offense in connection with: (1) obtaining; (2) attempting to obtain; or, (3) performing a public contract or subcontract; d. Is convicted of any offense which indicates a lack of business integrity or business honesty which seriously and directly affects the present responsibility of a City contractor or subcontractor; and/or, e. Made (or makes) any false statement(s) or representation(s) with respect to this Agreement.

For purposes of this Agreement, the word "Consultant" (whether a person or a legal entity) also refers to "Contractor" and means any of the following: an owner or co-owner of a sole proprietorship; a person who controls or who has the power to control a business entity; a general pa11ner of a pa11nership; a principal in a joint venture; or a primary corporate stockholder [i.e., a person who owns more than ten percent (10%) of the outstanding stock ofa corporation] and who is active in the day to day operations of that corporation. 2 For purposes of this Agreement, the words "convicted" or "conviction" mean a judgment or conviction ofa criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere within the past five (5) years.

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

Agreement with Accela, Inc./Ethical Standards for Contractors/Exhibit D Rev. 06/22/17
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If fraudulent, criminal or other seriously improper conduct of any officer, director, shareholder, partner, employee or other individual associated with the Contractor can be imputed to the Contractor when the conduct occuffed in connection with the individual's performance of duties for or on behalf of the Contractor, with the Contractor's knowledge, approval or acquiescence, the Contractor's acceptance of the benefits derived from the conduct shall be evidence of such knowledge, approval or acquiescence.

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

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

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

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

The Contractor shall have the oppo1iunity to present evidence, both oral and documentary, and argument.
4 Contractor becomes insolvent, transfers assets in fraud of creditors, makes an assignment for the benefit of creditors, files a petition under any section or chapter of the federal Bankruptcy Code (11 U.S.C.), as amended, or under any similar law or statute of the United States or any state thereof, is adjudged bankrupt or insolvent in proceedings under such laws, or a receiver or trustee is appointed for all or substantially all of the assets of Contractor.

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

Agreement with Accela, lnc./Ethical Standards for Contractors/Exhibit D Rev. 06/22/17

Page 2 of 2 ends

AGREEMENT FOR THE PERFORMANCE OF SUBSCRIBED SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ACCELA, INC.

EXHIBIT E

AFFIDAVIT OF COMPLIANCE WITH ETHICAL ST AND ARDS
I hereby state that I have read and understand the language, entitled "Ethical Standards" set fo1th in Exhibit D. I have the authority to make these representations on my own behalf or on behalf of the legal entity identified herein. I have examined appropriate business records, and I have made appropriate inquiry of those individuals potentially included within the definition of "Contractor" contained in Ethical Standards at footnote 1.

Based on my review of the appropriate documents and my good-faith review of the necessary inquiry responses, I hereby state that neither the business entity nor any individual(s) belonging to said "Contractor" category [i.e., owner or co-owner of a sole proprietorship, general pa1tner, person who controls or has power to control a business entity, etc.] has been convicted of any one or more of the crimes identified in the Ethical Standards within the past five (5) years.

The above asse1tions are tiue and conect and are made under penalty of pe1jury under the laws of the State of California.

ACCELA, INC.
a California corporation
By:
ignature of Authorized Person or Repre entative
Name: Jonathon Knight
Title: Chief Customer Officer

NOTARY'S ACKNOWLEDGMENT TO BE ATTACHED
Please execute the affidavit and attach a notary public's acknowledgment of ~en-afrtie affidavit by the signatory. If the affidavit is on behalfofa corporation, partne1:s_hip, 01·utlfeilegal entity, the entity's complete legal name and the title of the person signing on behalf of the legal entity shall appear above. Written evidence of the authority of the person executing this affidavit on behalf of a corporation, partnership, joint venture, or any other legal entity, other than a sole proprfotorship, shall be attached.

Agreement with Accela, Inc./ Affidavit of Compliance/Exhibit E Rev. 06/22/17
Page I of 2
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of lP"1fnt. }
On /IV/~ 2d In Zo / ,y before me, _...,_,-_5~' /_h~(r_~_,,_....~-+--+-'"-"~-~~--~ fJ Date Here fnse Name and Title personally appeared _____ .--~)_c,_;,i~11.~/l-.~"'__,._'.) __ t<,__,._· ~n .... 1J .....··~h~±: ________________ _ Name{s) of Signer{s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within Instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capaclty(les), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Place Notary Seal and/or Stamp Above
I certify under PENAL TY OF PERJURY under the
laws of the State of California that the foregoing
paragraph ls true and correct.

WITNESS my hand and official seal.

S~n~u~--~-~-~- •- ---?-? ______ _
1 Signature of Notary Public

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: __________________________ _ Document Date: ____________________ Number of Pages: ___ _ Signer(s) Other Than Named Above: ______________________ _ Capaclty(ies) Claimed by Signer(s)
Signer's Name: Signer's Name: ___________ _
□ Corporate Officer - Title(s): ______ _ □ Corporate Officer - Title(s): ______ _ □ Partner - □ Limited □ General □ Partner - □ Limited □ General □ Individual □ Attorney in Fact □ Individual □ Attorney in Fact □ Trustee □ Guardian of Conservator □ Trustee □ Guardian of Conservator □ Other: □ Other:

Signer Is Representing: ________ _ Signer is Representing: _________ _ ©2017 National Notary Association

AGREEMENT FOR THE PERFORMANCE OF SUBSCRIBED SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ACCELA, INC.

EXHIBITF

SPECIFICATIONS AND REQUIREMENTS
Agreement with Accela, Inc./Specifications and Requirements /Exhibit F Page 1 oflO

EXHIBIT F

SPECIFICATIONS AND REQUIREMENTS
Product Specifications
Accela's solution for the City's permitting and inspection functions will leverage Accela Civic Platform's Land Management solution along with its integral components for Citizen Access, GIS, and Mobile.

Land Management
The Civic Platform allows the City to automate and streamline your civic processes related to permitting.

Accela's Land Management makes it easy for state, county and city agencies of all sizes to coordinate activities for the consideration and approval of land use and building permits, inspections and enforcement to meet your jurisdiction codes. The solution saves time, increases productivity and connects government agencies to the businesses, professionals and citizens they serve.

Accela's Land Management:
♦ Simplifies the permit process. Manage your entire pennitting process including application check-in, plan reviews, fee calculation and collection, inspections, sign-offs, task lists, and more.

Easily manage both the proposed plan and the relationships to the project - including imposing restrictions on transactions, property or individuals until compliance measures and fees are satisfied.

Land Management ♦ Engages your citizens 24/7/365 days of the year. Accela's Citizen Access and IVR capabilities provide quick and easy access to information about permits and inspections directly from any telephone, web browser, or mobile device.
♦ Visualizes information with built-in GIS capabilities, which deliver mapping and routing functionality to the enterprise. This overlays government data onto GIS maps and allows customers to initiate and manage permit activities from a geospatial platform. ♦ Provides online access to save time for agency staff out in the field. Productivity apps, such as Analytics, Inspector, and Contractor Central, connect and equip agency field workers with the right mobile device for the job.

User Interface
Accela's web-based Civic Platform user interface shows several screens on a single page and are configured to meet the needs of individual user roles.

Agreement with Accela, lnc./Specifications and Requirements/Exhibit F Page 2 of 10 Among the most frequently used screens are those presenting alerts and notifications, upcoming and overdue tasks, perfonnance-based charting, and frequently used data queries. When used with Accela's GIS capabilities, government activity data is viewable on a map screen, confinning the solution's versatility in how data is represented.

When used with Accela's mobile capabilities, all land management activity data is available to field staff, enabling a full mobile field office solution. Inspector assignments, schedules, routes, status repo1is, and inspection results are all logically presented. Data collected in the field is recorded electronically and uploaded to the solution for immediate availability throughout the enterprise.

Further extending Land Management offerings to the public are Accela's Citizen Access, which promote true government transparency and citizen self-service by bringing government services to the public 24/7. Self-service options may include property information, online applications, fee collection and inspection scheduling. In eliminating the need for in-person and paper processing, these solution components unite governments and their constituents through accessible technology while reducing costs.

Citizen Access
Citizen participation and collaboration are now one of the most urgent needs facing our government. The ability to put processes online greatly assists this mission in two key ways - by allowing applicants to take advantage of self-service and by increasing agency staff productivity. Another obvious advantage is the solution's inherent ability to address budgetary concerns and help government do more with less.

Accela has long been cognizant of the need for transparency and accountability. Through a selfservice web po1ial and an open user interface, Citizen Access extends government services to the public 24-hours a day by providing members of the public with on line access to apply for land development applications, permits, licenses, schedule inspections, request services, and perform tasks from the convenience of their home, office or job site. This presents a useful way for public users to interact with your agency in an efficient manner.

By configuring a custom welcome page and designing page flows that are intuitive, easy-to-use, and come with agency defined context specific help agencies can better engage and connect with their public. This enables truly transparent government operations. Citizen Access suppmis IE 11 and the latest stable versions of Firefox, Safari, Chrome, and Opera browsers.

Agreement with Accela, lnc./Specifications and Requirements/Exhibit F Page 3 of 10 - PetmilS PIMwng u,..,... 311 / COmplAintl [nfotttffl"'I WtlCOmt ~nt PtttorlOn
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Exhibit 1: Citizen Access Dashboard
m=;:::I P•rmll• Pa.nnlng Uce11••• :SU/ Compl.-lnU Cntorc111monl Ad'Vanc.d S••rcn •
Searc:h for Permit.

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Exhibit 2: Advanced search in Citizen Access
Agreement with Accela, lnc./Specifications and Requirements/Exhibit F Page 4 of 10 Among the many citizen privileges available, external users can take advantage of the following capabilities:
• Apply for permits • View solution generated
ale1is and notifications
• Research parcels using Esri
GIS • View a history of all
• Submit complaints complaints/requests
• Conduct searches
• Submit requests for service
• Check status of • Pay fees
applications, permits, and • View data on maps
inspections • Search addresses/parcel
• Upload electronic plans and information
other documents or • Access government
photographs documents
• View all parcel history
Agreement with Accela, lnc./Specifications and Requirements/Exhibit F Page 5 of 10 Citizen Access is available in English (U.S. and Australian), Spanish, French, Arabic, Chinese, Po1iuguese, and Vietnamese language packs.

Additionally, we developed the solution so that all financial transactions are PCI DSS compliant. Furthennore, our
solution is Section 508c compliant, to make our
products accessible to people with disabilities
- such as blindness and low vision.

Purchase of Citizen Access includes the mobile
application, Mobile Citizen Access, which
further enhances accessibility options for
public users. Constituents now enjoy a truly
mobile access to government data, using iOS or
Android devices.

Citizen Access inherits the exact business rules
established in Land Management. System
administrators simply select which service
request activities are to be made available to
the public. Additionally, the Civic Platform
utilizes one central database-data submitted
through Citizen Access is immediately
available for processing by back office users in Land Management.

GIS
The Civic Platform includes GIS functionality out of the box to help streamline mapping processes. The technology integration offers governments a geographic view of all land-use, zoning and infrastructure information associated with parcels, permits, inspections, and service requests, and works seamlessly with Esri maps, layering the information for increased visibility. The Civic Platform map component is built using the Esri JavaScript map control and consumes GIS services published from the agency's ArcGIS Server or ArcGIS Online, as well as can consume Open Geospatial Conso1tium Web Mapping and Web Feature Service map services.

GIS also provides visualization of an agency's government data geographically by plotting locations of activities captured in the Civic Platfonn on the map. GIS provides enhanced user experience with • Optimal server response times
• Smooth panning
• Context-sensitive commands and menu items
Agreement with Accela, lnc./Specifications and Requirements/Exhibit F Page 6 of 10 • Drag and drop functionality
• Client side graphic rendering
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Exhibit 3: GIS Map Interface
Accela's GIS gives users the option to initiate and manage all land management activities from a map interface. GIS is a bi-directional interface enabling viewing, interaction, and presentation of both tabular and spatial information. It leverages an agency's GIS database and map services published by one or more ArcGIS Servers. Base maps published from one agency can be combined with map data from another agency to provide a comprehensive view of geographic information. .. ..
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Agreement with Accela, lnc./Specifications and Requirements/Exhibit F

RECORDS
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Page 7 of 10 ends

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Exhibit 4: Share the Civic Platform data in Esri ArcGIS Online Optional map editing tools empower end users to draw new features using points, lines, or polygons to represent actual geographic elements or assets. Once these new features are created, they can be associated with transactions in the Civic Platform database. GIS supports efficient fieldwork through its routing features. Inspection schedules can be automatically routed or users can choose to optimize inspection schedules based on shortest distance or travel time.

Agreement with Accela, lnc./Specifications and Requirements/Exhibit F Page 8 of 10 ,
Exhibit 5: Accela GIS Heat Map
Customers may enhance user views by adding the agency's ArcGIS map layers to the map viewer. Together, these data sources, united with Accela transaction data, offer the most comprehensive visual representation of government and location data available. Users can manage, edit, and update data from the map viewer. The map viewer presents reference data and context-based action items for a selected parcel(s) (i.e., create a record, show record, create inspection, etc.).

When deployed with Mobile, routing capabilities are available whether connected or disconnected from the network. Routes and driving directions can be saved and printed as needed. Optimized routing can be done one of two ways:

1. To use an agency's street file, that agency needs ArcGIS Server Network Extension and a published routing service. The agency typically creates the network via ArcGIS Desktop and the Network Analyst extension.

2. The agency may not have a quality street file in an Esri GIS format or does not have the additional Esri software list noted above in number one.

Agreement with Accela, lnc./Specifications and Requirements/Exhibit F Page 9 of 10 The following is a list of features/functions that are available out of the box in Accela's GIS solution:
• Plotting event locations (address, parcel or asset matching) • Start new application/transaction from selected map feature • Navigation (pan, zoom in/out, zoom to scale/selected/full extent) • Select (by line, polygon, rectangle)
• Buffer selection
• Attach/associate feature to transaction record
• Add selected features to a Set in Accela
• Redlining (point, line, polygon and text box)
• Identify (click on map and see attributes offeatures) • Reverse geocoding for mobile mapping
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Exhibit 6: Redlining in Accela GIS
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rAgreement with Accela, lnc./Specifications and Requirements/Exhibit F Page 1 O of 1 O

AGREEMENT FOR THE PERFORMANCE OF SUBSCRIBED SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ACCELA, INC.

EXHIBIT G

CLOUD SERVICE PROVIDER CHECKLIST
Agreement with Accela, Inc./Cloud Service Provider Checklist /Exhibit G Page I of 35 Title:

Date:

Compliance Audit Planning CO- I co- Do you produce audit assertions Yes. Accela enforces policies and standards that comply with NIST 01 01.1 using a structured, industry accepted 800-53, Audit and Accountability (AU) security controls. format (ex. CloudAudit/A6 URI
Ontology, CloudTrust, SCAP/CYBEX,
GRC XML, ISACA's Cloud Computing
Management Audit/Assurance
Program, etc.)?
Compliance Independent Audits CO- CO- Do you allow Yes. Accela makes the following reports available to clients and 02 02.1 (describe/ exp la in/ attach/ em bed potentia clients with N DA' s on file for their review:
associated documents) tenants to • SSAE 16/SOC 2
view your SAS70 Type I1/SSAE 16 • PCI AOC
SOC2/ISAE3402/ISO27001:2005 or • NIST 800-53 Controls Status and POAM summary for any similar third party audit reports? remediation efforts that may be in progress at the time.

Compliance co- Do you conduct Yes. Pentetration tests, that include assessing the infrastructure and

02.2 (describe/ exp la in/ attach/ em bed application, are completed bi-annually. Vulenerability scans are associated documents) network completed monthly.
penetration tests of your cloud
service infrastructure regularly as
prescribed by industry best practices
and guidance?
Compliance co- Do you conduct Yes. Pentetration tests, that include assessing the infrastructure and

02.3 (describe/ exp la in/ attach/ em bed application, are completed bi-annually. Vulenerability scans are associated documents) regular completed monthly.
application penetration tests of your
cloud infrastructure as prescribed by
industry best practices and
guidance?
Compliance CO- Do you conduct Yes. External SSAE 16/SOC 2 and PCI audits are completed annualy.

02.4 ( describe/explain/ attach/ embed External NIST 800-53 audits are completed bi-annually. Accela has an associated documents) internal internal audit function that is continuously reviewing compliance with audits regularly as prescribed by specific control families.

I
industry best practices and
guidance?

Page 2 of 35 ends

Compliance CO- Do you conduct Yes. External SSAE 16/SOC 2 and PCI audits are completed annualy.

02.5 (describe/explain/attach/embed External NIST 800-53 audits are completed bi-annually. Accela has an associated documents) external internal audit function that is continuously reviewing compliance with audits regularly as prescribed by specific control families. industry best practices and
guidance?
Compliance CO- Are the results of the network No, due to the sensitive nature of this information. However, result

02.6 penetration tests available to tenants summaries and remediation plans are available for client review. at their request?
Compliance CO- Are the results of internal and

02.7 external audits available to tenants No, due to the sensitive nature of this information. However, result at their request? summaries and remediation plans are available for client review.

Compliance ] Third Party Audits CO- CO- Do you permit tenants to perform No. Due to the instability this may cause in shared tenant I 03 03.1 independent vulnerability environment, this activity is carefully planned and coordinated by I assessments? Accela.

Compliance CO- Do you have

03.2 (describe/ exp la in/ attach/ em bed Yes. Pentetration tests, that include assessing the infrastructure and associated documents) external application, are completed bi-annually. Vulenerability scans are I third-party conduct vulnerability completed monthly.
scans and periodic penetration tests
on your applications and networks?
I
Compliance Contact/ Authority CO- CO- Do you maintain liaisons and points Yes. Accela maintains contact with various parties associated with Maintenance 04 04.1 of contact with local authorities in NIST 800-53, PCI-DSS and SSAE 16 compliance regulations. accordance with contracts and
appropriate regulations?
Compliance Information System CO- CO- Do you have Yes. Tenants are logically segmented at the database attribute level.

Regulatory Mapping 05 05.1 (describe/explain/attach/embed associated documents) the ability to
logically segment or encrypt
customer data such that data may be
produced for a single tenant only,
without inadvertently accessing
a not her tenant's data?

Page 3 of 35 ends

Compliance Intellectual Property
Compliance Intellectual Property
Compliance Intellectual Property
-- - - - -- -------
Data Governance
Data Ownership/
Governance Stewardship
CO- Do you have Yes. Tenants are logically segmented at the database attribute level.

05.2 (describe/explain/attach/embed Procedures are in place for tenant data restoration. associated documents) capability to
logically segment and recover data for
specific customer in the case of a failur
or data loss?
CO- CO- Do you have Yes. Accela has several policies that address confidentiality, integrity 06 06.1 (describe/ exp la in/attach/ em bed and availability of client data. associated documents) policies and
procedures in place describing what
controls you have in place to protect
tenants intellectual property?
CO- CO- If utilization of tenants services
07 07.1 housed in the cloud is mined for Accela does not mine client data. cloud provider benefit, are the tenants IP rights preserved?
CO- CO- If utilization of tenants services
08 08.1 housed in the cloud is mined for
cloud provider benefit, do you
provide Accela does not mine client data.
(describe/exp la in/ attach/ em bed
associated documents) tenants the
ability to opt-out? ------~- ~- -- -~- ---------------------- ------ - -- -- --- -- - - - - DG- DG- Do you follow
01 01.1 (describe/explain/attach/embed
associated documents) a structured
data-labeling standard (ex. ISO
15489, Oasis XML Catalog
Specification, CSA data type
guidance)?
Yes. Accela enforces policies and standards that comply with NIST 800-53, Media Protection (MP) security controls.

Page 4 of 35 ends

Data Classification DG- DG- Do you provide No, however, platform instantiation is carefully managed and Governance 02 02.1 (describe/exp la in/attach/em bed monitored. associated documents) a capability to
identify virtual machines via policy
tags/metadata (ex. Tags can be used
to limit guest operating systems from
booti ng/i nsta ntiati ng/tra ns porting
data in the wrong country, etc.)?
Data DG- Do you provide
Governance 02.2 (describe/ exp la in/ attach/em bed
associated documents) a capability to
identify hardware via policy Yes. All hardware is tracked as part of asset management. tags/metadata/hardware tags (ex.

TXT/TPM, VN-Tag, etc.)?
Data DG- I
Do you have
Governance 02.3 (describe/exp la in/ attach/ em bed No. associated documents) a capability to
use system geographic location as an
authentication factor?
Data DG- Can you provide
Governance 02.4 (describe/ exp la in/ attach/em bed Yes. All data is housed in the continental United States in either our associated documents) the physical East or West Coast data centers. location/geography of storage of a
tenant's data upon request?
Data DG- Do you allow
Governance 02.5 (describe/ explain/ attach/ em bed No. Accela carefully selects georgraphical locations for services and associated documents) tenants to data based on numerous factors, including throughputassociated with define acceptable geographical physical distance and client load patterns. locations for data routing or resource
instantiation?
Data Handling/ Labeling/ DG- DG- Are Policies and procedures Yes. Accela enforces policies and standards that comply with NIST Governance Security Policy 03 03.1 established for labeling, handling and 800-53, Media Protection (MP) security controls. security of data and objects, which
contain data?

Page 5 of 35 ends

Data DG- Are mechanisms for label inheritance
Governance 03.2 implemented for objects that act as Applications do not use data labeling. aggregate containers for data? Although Public or private/sensitive data are implied during system implementation/configuration, it is which controlled by access rights.

At the application level, 'sensitive data' is managed by leveraging hashing & encryption algorithms.

No labeling is used at the database level.

Data Retention Policy DG- DG- Do you have Accela does not delete or archive client data. Clients have the Governance 04 04.1 (describe/explain/ attach/ em bed capability, via the user interface or a special Services request, to associated documents) technical delete and archive data. control capabilities to enforce tenant
data retention policies?
Data DG- Do you have
Governance 04.2 (describe/exp la in/ attach/ em bed Yes. Accela does not grant requests for client data from 3rd parties or associated documents) a governments unless required by written subpoena. documented procedure for
responding to requests for tenant
data from governments or third
parties?
Data Secure Disposal DG- DG- Do you support Data is deleted but no extra steps to wipe slack space are taken. That Governance 05 05.1 (describe/exp la in/ attach/ em bed data is reclaimed and used by other DB segments as part of normal associated documents) secure processing.
deletion (ex. degaussing/
cryptographic wiping) of archived
data as determined by the tenant?
Data DG- Can you provide Data is deleted but no extra steps to wipe slack space are taken. That Governance 05.2 (describe/exp la in/attach/ em bed data is reclaimed and used by other DB segments as part of normal associated documents) a published processing.
procedure for exiting the service
arrangement, including assurance to
sanitize all computing resources of
tenant data once a customer has
exited your environment or has
vacated a resource?

Page 6 of 35 ends

1 Data I Nonproduction Data DG- DG- Do you have Yes. Accela has policies in place prohibiting the exporting of Governance I
I 06 06.1 (describe/ exp la in/attach/ em bed production data to non-production environments with the exception associated documents) procedures in of using sanitized production data for testing and troubleshooting place to ensure production data shall purposes.
not be replicated or used in nonproduction environments? Data Information Leakage DG- DG- Do you have Yes.

Governance 07 07.1 (describe/ exp la in/attach/ em bed
associated documents) controls in
place to prevent data leakage or
intentional/accidental compromise
between tenants in a multi-tenant
environment?
Data DG- Do you have Yes.

Governance 07.2 (describe/exp la in/attach/ em bed
associated documents) a Data Loss
Prevention {OLP) or extrusion
prevention solution in place for all
systems which interface with your
cloud service offering?
Data Risk Assessments DG- DG- Do you provide Security & Complaince control status information is available to all Governance 08 08.1 (describe/exp la in/ attach/ em bed clients upon request. associated documents) security
control health data in order to allow
tenants to implement industry
standard Continuous Monitoring
(which allows continual tenant
validation of your physical and logical
control status?)

Page 7 of 35 ends

I
- - -- - - - - - --- --- ---- - - - - - - - -
Facility Security
Facility
Security
Facility
Security
Facility
Security
Facility
Security
Policy
User Access
Controlled Access
Points
Secure Area
Authorization
FS- FS- Can you provide
01 01.1 (describe/explain/attach/embed
FS02
FS03
FS04
FS02.1
FS03.1
associated documents) evidence that
policies and procedures have been
established for maintaining a safe
and secure working environment in
offices, rooms, facilities and secure
areas?
Pursuant to local laws, regulations,
ethics and contractual constraints are
all employment candidates,
contractors and third parties subject
to background verification?
Are physical security perimeters
(fences, walls, barriers, guards, gates,
electronic surveillance, physical
authentication mechanisms,
reception desks and security patrols)
implemented?
FS- Do you allow

04.1 (describe/explain/attach/embed
associated documents) tenants to
specify which of your geographic
locations their data is allowed to
traverse into/out of (to address legal
jurisdictional considerations based
on where data is stored vs .
accessed)?
Yes. Accela enforces policies and standards that comply with the NIST 800-53 family of controls.

Yes . Per Accela Background Check policy, background checks are conducted on all permanent employees and contractors.

Yes. All data centers and work areas have standard physical controls in place. Data centers comply with SSAE 16 compliance.

No. Accela carefully selects georgraphical locations for services and data based on numerous factors, including throughput associated with physical distance and client-load patterns.

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Facility Unauthorized FS- FS- Are ingress and egress points such as Yes. Accela enforces policies and standards that comply with the NIST Security Persons Entry 05 05.1 service areas and other points where 800-53 family of controls. unauthorized personnel may enter
the premises monitored, controlled
and isolated from data storage and
process?
Facility Offsite FS- FS- Do you provide Yes. Accela enforces policies and standards that comply with NIST Security Authorization 06 06.1 (describe/ exp la in/attach/ em bed 800-53, Physical and Environmental Protection (PE) security controls. associated documents) tenants with
documentation that describes
scenarios where data may be moved
from one physical location to
another? (ex. Offsite backups,
business continuity failovers,
replication)
Facility Offsite equipment FS- FS- Do you provide Yes. Accela enforces policies and standards that comply with NIST Security 07 07.1 (describe/exp la in/attach/em bed 800-53, Media Protection (MP) security controls. associated documents) tenants with
documentation describing your
policies and procedures governing
asset management and repurposing
of equipment?
Facility Asset Management FS- FS- Do you maintain a complete Yes All critical assets are maintained in the Configuration Management Security 08 08.1 inventory of all of your critical assets, Database (CMDB) and updated throughthe use of Accela's Change which includes ownership of the Managemeent process.
asset?
Facility FS- Do you maintain a complete
Security 08.2 inventory of all of your critical Yes. Our contract management function maintains this list. supplier relationships?
Human Resources Security
Human Background HR- HR- Pursuant to local laws, regulations, Yes. Per Accela Background Check policy, background checks are Resources Screening 01 01.1 ethics and contractual constraints are conducted on all permanent employees and contractors.

Security all employment candidates,
contractors and third parties subject
to background verification? What is
checked during the background
verification?
Employment HR- HR- Do you specifically train your Yes . All Accela employees are required to participate in required, Agreements 02 02.1 employees regarding their role vs. annual Security and Complaince awareness classes.

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Human the tenant's role in providing
Resources information security controls?
Security HR- Do you document employee

02.2 acknowledgment of training they Yes. This is systematically captrured in our centralized train ing system. have completed?
I
Human Employment HR- HR- Are Roles and responsibilities for Yes.

Resources Termination 03 03.1 following performing employment Security termination or change in
employment procedures assigned,
documented and communicated?
Information Security
Information Management IS- IS- Do you provide Yes. Various security and compliance artifacts, including security Security Program 01 01.1 (describe/ exp la in/ attach/ em bed control status, Plaon of Action and Milestones (POAM), and various associated documents) tenants with types of complaince reports or attestation of compliance (AOC) are documentation describing your available upon request
Information Security Management
Program (ISMP)?
Information Management IS- IS- Are policies Yes. Accela publishes and maintains and Information Technology and Security Support/ 02 02.1 (describe/explain/ attach/em bed Security Standards documentation that is distributed to all applicable Involvement associated documents) in place to team members. ensure executive and line
management take formal action to Executive management reviews and approves security and complaince support information security through roadmaps and POAMS. clear documented direction,
commitment, explicit assignment and
verification of assignment execution?
Information Policy IS- IS- Do your information security and Yes. Thety are aligned with NIST 800-53, PCI and SSAE 16 controls.

Security 03 03.1 privacy policies align with particular

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industry standards (ISO-27001, ISO22307, CoBIT, etc.)? IS- Do you have

03.2 (describe/ exp la in/attach/ em bed Yes. Accela has Interconnect Agreements in place. associated documents) agreements,
which ensure your providers adhere
to your information security and
privacy policies?
IS- Can you provide

03.3 (describe/exp la in/attach/ em bed Yes. Detailed control status and POAM's are available upon request. associated documents) evidence of
due diligence mapping of your
controls, architecture and processes
to regulations and/or standards?
Information Baseline IS- IS- Do you have Yes. Baselines are documented for critical components. These Security Requirements 04 04.1 (describe/exp la in/attach/ em bed baselines are reviewed and potentially adjusted annualy. associated documents) documented
information security baselines for
every component of your
infrastructure (ex. Hypervisors,
operating systems, routers, DNS
servers, etc.)?
Information IS- Do you have Yes. Accela's internal audit function regularly audits security controls Security 04.2 (describe/exp la in/ attach/ em bed and reports results, which consequently transition into a Plan of Action associated documents) a capability to and Milestone (POAM). continuously monitor and report the
compliance of your infrastructure
against your information security
baselines?
Information IS- Do you allow No.

Security 04.3 (describe/exp la in/ attach/ em bed
associated documents) your clients
to provide their own trusted virtual
machine image to ensure
conformance to their own internal
standards?
Information Policy Reviews IS- IS- Do you notify your tenants when you No. However, Accela's security and complaince status are readiuly Security 05 05.1 make material changes to your available for client review. information security and/or privacy
policies?

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Information Policy Enforcement IS- IS- Is a formal disciplinary or sanction Yes. This is specifically managed Human Resources and the resource Security 06 06.1 policy established for employees who manager. have violated security policies and
procedures?
Information IS- Are employees made aware of what Yes.

Security 06.2 action might be taken in the event of
a violation and stated as such in the
policies and procedures?
Information User Access Policy IS- IS- Do you have Yes. Accela enforces policies and standards that comply with NIST Security 07 07.1 (describe/ exp la in/ attach/ em bed 800-53, Access Control (AC) security controls. associated documents) controls in
place ensuring timely removal of
systems access, which is no longer
required for business purposes?
Information IS- Do you provide Yes. Timely deactivation of accounts is governed by policy.

Security 07.2 (describe/ exp la in/ attach/ em bed
associated documents) metrics that
track the speed with which you are
able to remove systems access which
is no longer required for business
I
purposes?

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Information User Access IS- IS- Do you document how you grant and Internal access requests from Accela team members is reviewed Security Restriction/ 08 08.1 approve access to tenant data? through the use of the change management process and explicit Authorization approval is required by the Change Management Review Board (CMRB). All change management activity is recorded using an enterprise change management tool.

Information IS- Do you have Yes. Accela adhered to a data classification methodology.

Security 08.2 (describe/exp la in/attach/ em bed
associated documents) a method of
aligning provider and tenant data
classification methodologies for
access control purposes?
Information User Access IS- IS- Is timely de-provisioning, revocation Yes. Timely deactivation of accounts is governed by policy.

Security Revocation 09 09.1 or modification of user access to the organizations systems, information
assets and data implemented upon
any change in status of employees,
contractors, customers, business
partners or third parties?
Information IS- Is any change in status intended to Yes. Status changes requiring access review include termination, role Security 09.2 include termination of employment, change or department transfer. contract or agreement, change of
employment or transfer within the
organization?
Information User Access Reviews IS- IS- Do you require at least annual Yes. Accela adhered to bi-annual and annual policy, procedure and Security 10 10.1 certification of entitlements for all standards review, which includes entitlements. system users and administrators

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I (exclusive of users maintained by
your tenants)?
Yes. The incident and change management processes are used.

Information IS- If users are found to have
Security 10.2 inappropriate entitlements, are all
remediation and certification actions
recorded? Yes.

Information IS- Will you share user entitlement
Security 10.3 remediation and certification reports
with your tenants, if inappropriate
access may have been allowed to
tenant data?
Information Training/ IS- IS- Do you provide Yes. All Accela employees are required to participate in required, Security Awareness 11 11.1 (describe/explain/attach/ em bed annual Security and Complaince awareness classes. associated documents) or make
available a formal security awareness
training program for cloud-related
access and data management issues
(i.e., multi-tenancy, nationality, cloud
delivery model segregation of duties
implications, and conflicts of interest)
for all persons with access to tenant
data?
Information IS- Are administrators and data stewards
Security 11.2 properly educated on their legal
responsibilities with regard to
security and data integrity?
Information Industry Knowledge IS- IS- Do you participate in industry groups Yes. Some of the groups Accela is associated with are ISACA, (ISC)2, Security / Benchmarking 12 12.1 and professional associations related NIST, US-Cert. to information security?
IS- Do you benchmark your security Yes. NIST 800-53 and PCI are reviewed on a continuous basis by our

12.2 controls against industry standards? internal audit team for compliance. External audits are conducted annualy.

Information Roles/ IS- IS- Do you provide Yes.

Security Responsibilities 13 13.1 (describe/explain/attach/ em bed associated documents) tenants with
a role definition document clarifying
your administrative responsibilities
vs. those of the tenant?

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Information Management IS- IS- Are Managers responsible for Yes. Security policies and procedures are reviewed annually with Security Oversight 14 14.1 maintaining awareness of and managers. Managers are expected to deessiminate relevant complying with security policies, information to staff. procedures and standards that are
relevant to their area of
responsibility?
Information Segregation of IS- IS- Do you provide Yes. Information is available upon request.

Security Duties 15 15.1 (describe/explain/attach/embed
associated documents) tenants with
documentation on how you maintain
segregation of duties within your
cloud service offering?
Information User Responsibility IS- IS- How are users made aware oftheir Security 16 16.1 responsibilities for maintaining Accela uses the Security and Compliance awareness program to awareness and compliance with achieve this goal. Additionally, meetings are help on as needed nasis published security policies, to review policies with stakeholders, especially if material changes procedures, standards and applicable have been made to these documents. regulatory requirements?
Information IS- How are users made aware of their Accela uses the Security and Compliance awareness program to Security 16.2 responsibilities for maintaining a safe achieve this goal. and secure working environment?
Information IS- How are users made aware of their
Security 16.3 responsibilities for leaving Accela communicates these requirements through the on-boarding unattended equipment in a secure process and is governed by security policies. manner?
Information Workspace IS- IS- Do your data management policies Although this is not explicitly addressed within our policies, however, Security 17 17.1 and procedures address tenant and Accela is committed to remediating any SLA/service conflicts with our service level conflicts of interests? clients. To date, this has not been an area of contention or conflict Information IS- Do your data management policies with our clients.

Security 17.2 and procedures include a tamper
audit or software integrity function Yes. Data integrity algorithms are enforce. Log activity is also for unauthorized access to tenant monitored on a periodic basis. data?
Information IS- Does the virtual machine
Security 17.3 management infrastructure include a Yes. Baselines are defined and used to detect changes to the tamper audit or software integrity build/configuration of the VM's function to detect changes to the

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1 build/configuration of the virtual ! I
! machine?
Information Encryption IS- IS- Do you have i Encryption keys are not unique per tenant.

Security 18 18.1 (describe/explain/attach/embed
associated documents) a capability to
allow creation of unique encryption
keys per tenant?
Information IS- Do you support No. This is not practical in a multi-tenant environment with shared Security 18.2 (describe/ explain/attach/ em bed data stores. associated documents) tenant
generated encryption keys or permit
tenants to encrypt data to an identity
without access to a public key
certificate. (E.g. Identity based
encryption)?
Information Encryption Key IS- IS- Do you encrypt tenant data at rest Yes. Data at rest and in transit are encypted.

Security i Management 19 19.1 (on disk/storage) within your I environment? I
Information IS- Do you leverage encryption to Yes.

Security 19.2 protect data and virtual machine
images during transport across and
between networks and hypervisor
instances?
Information IS- Do you have Yes.

Security 19.3 (describe/explain/ attach/ em bed
associated documents) a capability to
manage encryption keys on behalf of
tenants?
Information IS- Do you maintain key management Yes. This is integrated into Accela Information Technology and Security 19.4 procedures? Security Standards.

Information Vulnerability/ Patch IS- IS- Do you conduct Yes. This is conducted on a monthly basis.

Security Management 20 21.1 (describe/explain/attach/embed associated documents) network-layer
vulnerability scans regularly as
prescribed by industry best
practices?
Information IS- Do you conduct i Yes. This is conducted on an annual basis or as deemed necessary due Security 20.2 (describe/explain/attach/embed to signifincat changes. , associated documents) applicationI layer vulnerability scans regularly as l

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I prescribed by industry best
practices?
Information IS- Do you conduct
Security 20.3 (describe/explain/attach/embed Yes. This is conducted on a monthly basis. associated documents) local
operating system-layer vulnerability
scans regularly as prescribed by
industry best practices?
High-level summary of findings, along with general remediation plans Information IS- Will you make the results of Security 20.4 vulnerability scans available to may be made available to tenants upon request. Detailed vulnerability tenants at their request? scan and penetration test results are general not available due to the Information IS- Do you have sensitive nature ofthis information.

Security 20.5 (describe/explain/attach/embed
associated documents) a capability to Yes. This is systematically perfomed on a regular basis. rapidly patch vulnerabilities across all
of your computing devices,
applications, and systems? Yes. Information IS- Will you provide your risk-based Security 20.6 systems patching timeframes to your
tenants upon request?
Information Antivirus / Malicious IS- IS- Do you have Yes. These programs are updated on a regular basis.

Security Software 21 21.1 (describe/explain/attach/embed associated documents) anti-malware
programs installed on all systems
that support your cloud service
offerings?
Information IS- Do you ensure that security threat Accela has IDS capabilities deployed in a limited fashion. Accela's IDS Security 21.2 detection systems that use capabilities is currently under review. The goal is to define an signatures, lists, or behavioral enterprise strategy across all data centers., m. patterns are updated across all
infrastructure components within
industry accepted timeframes?
Information Incident IS- IS- Do you have Yes. Accela enforces policies and standards that comply with NIST Security Management 22 22.1 (describe/explain/attach/ em bed 800-53, Incident Response (IR) security controls. associated documents) a
documented security incident
response plan?

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Information I IS- Do you integrate customized tenant Accela is committed to continuous improvement of the IR processes Security I 22.2 requirements into your security and welcomes client feedback that may be incorporated as enterprise I incident response plans? standards.
1 Information IS- Do you publish a roles and
Security 22.3 responsibilities document specifying Tennant responsibilities are not included yet. This will be considered what you vs. your tenants are in the roles and responsibilities section of a futire version ofthe IR responsible for during security policy.
incidents?
Information Incident Reporting IS- IS- Does your security information and Yes. Bl tools are used against the merged results to conduct analysis Security 23 23.1 event management (SIEM) system and generate trending data. merge data sources (app logs,
firewall logs, IDS logs, physical access
logs, etc.) for granular analysis and
alerting?
Information IS- Does your logging and monitoring Yes.

Security 23.2 framework allow isolation of an
incident to specific tenants?
Information Incident Response IS- IS- Does your incident response plan Yes. Accela enforces policies and standards that comply with NIST Security Legal Preparation 24 24.1 comply with industry standards for 800-53, Incident Response (IR) security controls. legally admissible chain-of-custody
management processes & controls?
Information IS- Does your incident response Yes.

Security 24.2 capability include the use of legally
admissible forensic data collection
and analysis techniques?
Information IS- Are you capable of supporting Yes. Point in time archives may be completed for this purpose.

Security 24.3 litigation holds (freeze of data from a
specific point in time) for a specific
tenant without freezing other tenant
data?
Information IS- Do you enforce and attest to tenant Yes. Tenant data separation is accomplished through the use of logical Security 24.4 data separation when producing data controls. in response to legal subpoenas?
Information Incident Response IS- IS- Do you monitor and quantify the Yes. The IR ifecycle includes, identification, validation, inpact anaylsis Security Metrics 25 25.1 types, volumes, and impacts on all and after-incident debriefs. information security°incidents?
Information IS- Will you share statistical information Yes.

Security 25.2 security incident data with your
tenants upon request?

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Information Acceptable Use IS- IS- Do you provide Yes. Accela discloses how it uses tenant data. Tennat data is not sold Security 26 26.1 (describe/explain/attach/ em bed or shared with external entities unles required by law. associated documents)
documentation regarding how you
may utilize or access tenant data
and/or metadata?
Information IS- Do you collect or create metadata Yes. This is mainly done to help with product and feature road maps.

Security 26.2 about tenant data usage through the
use of inspection technologies
(search engines, etc.)?
Information IS- Do you allow No, since this is performed strictly for Accela-internal use and to help Security 26.3 (describe/ exp la in/ attach/ em bed improve the product. associated documents) tenants to
opt-out of having their
data/metadata accessed via
inspection technologies?
Information Asset Returns IS- IS- Are systems in place to monitor for Yes.

Security 27 27.1 privacy breaches and notify tenants
expeditiously if a privacy event may
have affected their data?
Information IS- Is your Privacy Policy aligned with Yes. Nist 800-53 security and privacy controls.

Security 27.2 industry standards? What standards
are they aligned to?
Information e-commerce IS- IS- Do you provide Yes.

Security Transactions 28 28.1 (describe/explain/ attach/ em bed associated documents) open
encryption methodologies (3.4ES,
AES, etc.) to tenants in order for
them to protect their data if it is
required to traverse public
networks? (ex. the Internet)

Page 19 of 35 ends

Information IS- Do you utilize open encryption Yes.

Security 28.2 methodologies any time your
infrastructure components need to
communicate to each other over
public networks {ex. Internet-based
replication of data from one
environment to another)?
Information Audit Tools Access IS- IS- Do you restrict, log, and monitor Yes. Only select roles are granted access to these coponents.

Security 29 29.1 access to your information security
management systems? (Ex.

Hypervisors, firewalls, vulnerability
scanners, network sniffers, APls, etc.)
Information Diagnostic/ IS- IS- Do you utilize dedicated secure Yes.

Security Configuration Ports 30 30.1 networks to provide management Access access to your cloud service
infrastructure?
Information Network/ IS- IS- Do you collect capacity and Yes.

Security Infrastructure 31 31.1 utilization data for all relevant ' Services components of your cloud service I
i offering?
Information IS- Do you provide Capacity planning and utilization reports are internally monitored to Security 31.2 {describe/explain/attach/embed provide clients with adequate support and resources. This information associated documents) tenants with may be made available upon request. capacity planning and utilization
reports?

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Information Portable/ Mobile IS- IS- Are policies Yes. Accela enforces policies and standards that comply with NIST Security Devices 32 32.1 (describe/explain/attach/embed 800-53, Media Protection (MP} security controls. associated documents) and
procedures established and
measures implemented to strictly
limit access to sensitive data from
portable and mobile devices, such as
laptops, cell phones, and personal
digital assistants (PDAs), which are
generally higher-risk than nonportable devices (e.g., desktop computers at the provider
organization's facilities)?
Information Source Code Access IS- IS- Are controls in place to prevent Yes. Access control is role based and carefully monitored. Access Security Restriction 33 33.1 unauthorized access to your rights are audited on a periodic basis. application, program or object source
code, and assure it is restricted to
authorized personnel only?
Information IS- Are controls in place to prevent Yes. Access control is role based and carefully monitored. Access Security 33.2 unauthorized access to tenant rights are audited on a periodic basis. application, program or object source
code, and assure it is restricted to
authorized personnel only?
Information Utility Programs IS- IS- Are utilities that can significantly Yes. Access control is role based and carefully monitored. Access Security Access 34 34.1 manage virtualized partitions (ex. rights are audited on a periodic basis. shutdown, clone, etc.) appropriately
restricted and monitored?
Information IS- Do you have The virtual infrastructure is not a component of the presentation layer.

Security 34.2 (describe/explain/attach/embed ESXi firewalls are in place with limited open ports. ESXi 6 hardening associated documents) a capability to methods are generally used which serve as prenetative measures detect attacks which target the against threats such as "blue pill". virtual infrastructure directly (ex.
shimming, Blue Pill, Hyper jumping,
etc.)?

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Information
Secu rity
Legal
Legal
Legal
Legal
Legal
Nondisclosure
Agreements
Third Party
Agreements
I Operations Management
Operations Policy
Management
LG01
LG02
IS- Are attacks that target the virtual

34.3 infrastructure prevented with
technical controls?
LG- Are requirements for non-disclosure

01.1 or confident iality agreements
reflecting the organization's needs for
the prot ection of data and operational
details identified, documented and
reviewed at planned intervals?
LG- Do you select and monitor outsourced

02.1 providers to verify that they comply
with laws in the country where the
data is processed and stored and
transmitted?
LG- Do you select and monitor outsourced

02.2 providers in compliance with laws in
the country where the data
originates?
LG- Does legal counsel review all third

02.3 party agreements?
OP- OP- Are policies
01 01.1 (describe/explain/attach/embed
associated documents) and
procedures established and made
available for all personnel to
adequately support services
operations roles?
Yes.

Yes, these items are documented and reviewed on planned intervals.

Legal places requirements in contracts that are passed through for these types of data issues, and our provides comply.

Yes, we address for Canada and the United States. The Mideast and SOPAC are managed separately.

Yes, legal reviews.

Yes. Polcies and standards are periodically reviewed with personnel and are also made available post-review.

Page 22 of 35 ends