Agenda packet — City Council and Authorities Concurrent, December 16, 2025 (part 9 of 11)

E. WHEREAS, the Parties desire to enter into this Agreement to set forth the roles and responsibilities of the Parties relating to the maintenance of the Park Improvements; and F. WHEREAS, City’s Director of Parks and Recreation (“Director”), including the Director’s designees) is charged with and authorized for the administration of this Agreement.

SECTION 1. AGREEMENT DOCUMENTS.

The documents forming this entire Agreement between City and Contractor shall consist of this Agreement including the following exhibits which are incorporated herein fully by reference:

Exhibit A Legal Description of Project Property
Exhibit B Legal Description of Park Parcel
Exhibit C Public Park Improvements Site Plan
Exhibit D Scope of Services and Maintenance Specifications for Park Site Exhibit D.1 City Of Santa Clara’s Integrated Pest Management Policy Exhibit E Insurance Requirements
The Parties acknowledge their mutual understanding that the terms and conditions in the main body of this Agreement (“Terms and Conditions”) and the above-referenced Exhibits are consistent with each other and the Parties agree that the Terms and Conditions and the Exhibits shall be read and interpreted in a manner to maintain the greatest consistency between them and to accomplish, to the greatest practical and legal extent feasible, the mutual intent and goals of the Parties as set forth in this Agreement. In the event there are any discrepancies or inconsistencies between the Terms and Conditions and any of the above-referenced Exhibits, the Terms and Conditions shall prevail.

SECTION 2. CONSTRUCTION AND DEDICATION OF PARK IMPROVEMENTS.

The Parties acknowledge and agree that the design, construction and installation of all improvements and initial landscaping for the Park Site as described in and required by the Parkland Agreement and/or any other separate public improvement agreement between City and Contractor and any and all plans attached thereto or referenced therein or otherwise approved by City in connection therewith (“Park Improvements”), the dedication of the Park Site upon completion of the Park Improvements, and the payment of any fees due in lieu of parkland dedication, shall be and remain governed exclusively by the provisions of the Parkland Agreement and any such other public improvement agreement.

SECTION 3. TERM OF AGREEMENT.

This Agreement and Contractor’s obligations hereunder shall become effective on the later of: (i) the last date this Agreement is executed by the City and Contractor and (ii) the beginning of the Maintenance Period and shall terminate upon expiration or earlier termination of the Maintenance Term. As used herein, “Maintenance Term” shall mean the period of time commencing upon the date that fee title to the Park Site transfers to the City and continuing in perpetuity until terminated upon the first to occur of any of the following: (a) upon mutual written agreement of the Parties; (b) the date, if any, that the Park Site is no longer a publicly owned park, or (c) the Park Site is demolished and is not rebuilt.

SECTION 4. RIGHT-OF-ENTRY.

At all times during the Maintenance Term, Contractor and its employees, agents, and contractors shall have a non-exclusive license and right for pedestrians, vehicles, machinery and equipment to enter into, over, across, and upon the Park Site as is necessary for access, ingress, egress, and all activities related to the maintenance of the Park Site during the Maintenance Term as set forth in Section 5 and Exhibit D of this Agreement. No encroachment permit, consent or approval shall be required to be obtained by Contractor or any of its contractors from City in order to enter upon the Park Site for such purposes, unless an encroachment permit is required under either Santa Clara City Code Section 12.25.030 or Santa Clara City Charter Section 714.1.

SECTION 5. DESCRIPTION AND SCHEDULE OF MAINTENANCE SERVICES.

A. Contractor shall, at Contractor’s sole cost and expense, fully and timely perform and satisfy any and all terms, conditions, and obligations of this Agreement. During the Maintenance Term and subject to the terms and conditions of this Agreement, Contractor shall, at Contractor’s sole cost and expense, provide labor, supervision, supplies, materials, equipment, and any and all [Will have this odd gap fixed by word processing] other tools and manpower necessary to maintain and/or repair the Park Site in accordance with this Agreement.

B. In performing such maintenance and repair services, Contractor shall comply with the general maintenance requirements of the Park Site as described in Exhibit D of this Agreement to a level comparable to the level of maintenance and repairs performed by City within similar public parks located elsewhere within the City, and as required by the Director (the “Maintenance Services”). All Maintenance Services performed under this Agreement shall be subject to reasonable City review and approval for consistency with the Maintenance Services standards.

C. Contractor’s Maintenance Services must be completed in accordance with the specifications set out in Exhibit D of this Agreement or as may be modified in writing between City and Contractor.

D. Project Owner and/or its contractor, subcontractor, agent, or representative shall not store any equipment, materials, or supplies in, on, or upon the Park Site. unless reasonably necessary to perform any Maintenance Services or for restoration in the event of a casualty.

E. The Parties acknowledge and agree that, at all times during the Maintenance Term, the Park Site will be and remain a public park operated, controlled, supervised, and policed (including all emergency response services) solely by City, and open to the public during the hours then set by City (currently, 6:00 A.M. until one-half hour after sunset).

Notwithstanding any provision herein to the contrary (including but not limited to Section 14), nothing in this Agreement shall create, or be deemed to create, any responsibility or liability on the part of Contractor or any of its respective contractors, employees, affiliates, successors or assigns of any portion of the Property (“Contactor Parties”), for the operation, control, supervision, or policing of the Park Site or the public’s use of or access to the Park Site. Nothing herein gives Contractor the right to restrict or to exclude any I
person or entity from the Park Site during the Maintenance Term, except as provided in this Agreement. If Contractor believes that any area of the Park Site needs to be restricted or closed for public safety purposes, including to perform the Maintenance Services described herein, Contractor may, upon not less than two (2) days prior written notice to City (except in emergency situations in which case only notice that is reasonable under the circumstances shall be required), restrict or close such areas of the Park Site for a reasonable amount of time in order to allow the safety issues to be addressed. Contractor and/or its employees, agents, representatives, contractors, or subcontractors shall not store any equipment, materials, or supplies in, on, or upon the Parklands beyond such time reasonably necessary to perform any particular Maintenance Services for which they are needed and shall take appropriate measures to secure the same and prevent any public access thereto. The Parties acknowledge and agree to comply with the applicable provisions of Section 714.1 of the Santa Clara City Charter requiring that no substantial building, construction, reconstruction or development upon or with respect to the Park shall be made except pursuant to ordinance subject to referendum.

F. During the Maintenance Term, upon City’s request, Contractor’s maintenance contractor(s)/facilities manager and the Director or other designated representative of the City shall meet on a periodic basis at the Park Site to inspect the Park Site and review the Maintenance Services provided herein by Contractor.

SECTION 6. INDEPENDENT CONTRACTOR.

Contractor, in the performance of this Agreement, is an independent contractor. Contractor shall maintain complete control over all of its employees, agents, subcontractors, and representatives in the performance of this Agreement. Neither Contractor nor any person retained by Contractor may represent, act, or purport to act as the agent, representative, or employee of City. Neither Contractor nor City is granted any right or authority to assume or create any obligation on behalf of the other.

SECTION 7. COMPLIANCE WITH LAWS.

A. In performing its obligations under this Agreement, Contractor shall comply with all applicable laws, ordinances, codes and regulations (collectively “laws”) of the federal, state and local governments, including without limitation, any and all laws specified elsewhere in this Agreement, subject to the provisions of this Agreement. The Parties acknowledge and agree that neither Contractor nor any of its contractors or subcontractors will be receiving any payment from City for the Maintenance Services. and that there is no requirement for the payment of prevailing wages in connection with the Maintenance Services.

B. Without limiting the generality of the foregoing provision, all persons retained by Contractor to perform Maintenance Services required under this Agreement shall possess the requisite licenses and necessary permits to perform such Maintenance Services.

SECTION 8. PERSONNEL/IDENTIFICATION.

A. Any and all personnel employed or retained by Contractor in performance of this Agreement shall be qualified to perform the duties assigned to them by Contractor and shall be of good moral character. Contractor’s personnel shall conduct themselves at all times in a courteous and businesslike manner.

B. Contractor represents and warrants to City that any personnel retained by Contractor to perform Maintenance Services shall not have any criminal record for offenses related to the possession or use of controlled substances, sex offenses or any criminal offense involving violence.

C. All personnel who perform Maintenance Services will wear clothing or a nametag, which bears the Contractor’s name, or if an approved subcontractor, the clothing shall bear the subcontractor’s name. The clothing worn by Contractor’s personnel shall be appropriate for the work assigned and shall give Contractor’s staff a neat and professional appearance.

Contractor’s vehicles that park on the Park Site shall have appropriate identification as approved by the Director (i.e., Contractor’s vehicles will not be allowed on the Park Site without the appropriate parking permit displayed on the dashboard).

SECTION 9. NONDISCRIMINATION.

Contractor shall not discriminate, in any way, against any person on the basis of race, sex, color, age, religion, sexual orientation, actual or perceived gender identity, disability, ethnicity, national origin, or any other protected class in connection with or related to the performance of this Agreement.

SECTION 10. TAXES AND CHARGES.

Contractor shall be solely responsible for, and will pay, any excise taxes, fees, contributions, or charges applicable to the conduct of its business or which may be levied on the Maintenance Services hereunder.

SECTION 11. CONFIDENTIAL INFORMATION.

All City data, documents, discussions or other information developed or received by or for the Contractor in performance of this Agreement are confidential and must not be disclosed to any person or entity except as authorized in writing by City, or as required by law or court order or as required to be disclosed to the officers, directors and members of any owners association for the Project (“Confidential Information”). Confidential Information shall not include information that (i) is or becomes generally available to the public without breach of this Agreement, (ii) was in the possession of Contractor prior to the disclosure thereof by City, (iii) was or is obtained by Contractor from a third party who, to the knowledge of Contractor, is not subject to any confidentiality agreement in favor of City regarding such information, or (iv) is independently developed by or on behalf of Contractor without reliance on the Confidential Information.

Contractor, its respective agents, directors, officers, employees, consultants, contractors, and subcontractors shall hold the Confidential Information in strict confidence and not use on its own behalf or disclose such Confidential Information to any third party, unless required by law.

OWNERSHIP OF MATERIALS.All reports, documents or other materials related to the Park Site developed or discovered by Contractor or any other person engaged directly or indirectly by Contractor to perform Maintenance Services are City’s property without restriction or limitation upon their use by City.

SECTION 12. ASSIGNABILITY.

Subject to the provisions of this Section, Contractor may not assign any rights, duties, or obligations under this Agreement without the prior written consent of City, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that the City acknowledges and agrees that Contractor is authorized to hire, and to delegate to, appropriately qualified contractors and/or subcontractors to perform the Maintenance Services under this Agreement. The assignment of Contractor’s rights, duties and obligations hereunder to any of the following entities or persons shall not require approval of City and shall automatically result in the release of the assignor from its obligations hereunder: (i) any entity that is an affiliate of Contractor; (ii) any other party comprising Contractor; (iii) the POA, once duly-formed and subject to recorded CC&Rs that include the obligations hereunder to the reasonable satisfaction of the Director; and (iv) any entity or person that acquires or leases any portion of the Project. As used herein, an “affiliate of Contractor” means any entity that directly or indirectly controls or is controlled by or under common control with Contractor (whether through the ownership or control of voting interests, by contract, or otherwise). Any attempt by Contractor to assign or transfer this Agreement in violation of this Section 12 of the Agreement will be voidable at City’s sole discretion.

Any contractor and/or subcontractor retained by Contractor to perform and satisfy any terms, conditions or obligations under this Agreement, including insurance requirements, and shall receive a copy of this Agreement and be contractually required to comply with this Agreement.

Contractor shall be responsible for all contractors or subcontractors retained by Contractor, or on its behalf, to perform any Maintenance Services under this Agreement.

SECTION 13. ALTERATIONS.

Contractor shall not make, nor be obligated to make, any improvements, alterations, additions, or changes to the Park Site or the Park Improvements other than performing the Maintenance Services. Alterations which involve structural changes to the Park Site . Alterations which are nonstructural changes to the Park Site may be approved by Director. Any such Alterations shall be done in compliance with Santa Clara City Charter section 714.1 and shall be solely funded by the City unless expressly requested by the Contractor in its sole and absolute discretion.

SECTION 14. INDEMNIFICATION.

A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents (collectively, “City Parties”) from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner to the extent arising from, or alleged to arise in whole or in part from, or in any way connected with the performance of the Maintenance Services by Contractor pursuant to this Agreement, including claims of any kind by Contractor’s employees or persons contracting with Contractor to perform any portion of the initial construction of the Park Improvements, and shall expressly include passive or active negligence by City connected with the Contractor’s performance of the initial construction of the Parklands Improvements. However, the obligation to indemnify shall not apply to the proportionate extent such liability is ultimately adjudicated to have arisen in whole or in part from the willful misconduct or grossly negligent acts or omissions of City or the City Parties; the obligation to defend is not similarly limited.

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

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

D. City agrees to protect, defend, hold harmless and indemnify Contractor, its officers, employees, contractors and agents and successors and assigns (collectively, “Contractor Parties”) from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner to the extent arising from, or alleged to arise in whole or in part from, or in any way connected with the active negligence or willful misconduct of City or any City Parties with respect to the City’s operation, control, supervision, or policing of the Park Site, including actions by members of the public on the Park Site.

E. The provisions of this Section 14 shall survive expiration or sooner termination of this Agreement.

SECTION 15. INSURANCE REQUIREMENTS.

Contractor agrees that Contractor or its subcontractor shall have and maintain the policies set forth in the attached Exhibit E, entitled “Insurance Requirements” to cover the Contractor’s Maintenance Services under this Agreement. All policies, endorsements, certificates, and/or binders shall be subject to approval by the Risk Manager or the Risk Manager’s authorized designee (“Risk Manager”) as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the Risk Manager. Contractor agrees to provide City with a copy of said policies, certificates and/or endorsements before any Maintenance Services commence under this Agreement.

SECTION 16. TERMINATION.

A. Notwithstanding any other provision in this Agreement, the City, in its sole discretion, may immediately terminate this Agreement, without cause, upon written notice of termination to the Contractor, whereupon City shall assume, and thereafter be and remain solely responsible, at City’s sole cost, for the performance of all Maintenance Services.

B. City’s Director is authorized to terminate this Agreement on City’s behalf under this Section 16 or Section 17 of this Agreement.

C. In the event of termination, Contractor shall immediately deliver to City copies of all reports, documents, and other work performed by Contractor under this Agreement.

SECTION 17. DEFAULT AND TERMINATION.

A. If Contractor fails to perform any of the material terms, conditions, or obligations required to be performed by Contractor under this Agreement, and such failure continues uncured for a period of thirty (30) days following Contractor's receipt of written notice from City specifying Contractor's breach (or such longer cure period in those instances where the specified breach cannot reasonably be cured within such 30-day period, provided Contractor commences to cure the specified breach within such 30-day period and thereafter diligently pursues such cure to completion), Contractor shall be deemed to be in default under this Agreement (a "Contractor's Default'). In the event of a Contractor's Default, City, as its sole and exclusive remedy, may either (a) take all reasonable steps to cure such Contractor's Default and recover damages from Contractor for the direct costs and expenses incurred by City in such cure of Contractor's Default; or (b) seek specific performance by Contractor of the cure of such Project Owner's Default.

SECTION 18. WAIVER.

Each Party acknowledges and agrees that the other Party’s waiver of any provision or breach or violation of any provision of this Agreement shall not be deemed to be a waiver of any other provision or a waiver of any subsequent breach or violation of the same or any other provision.

City’s acceptance of the performance of any of the Maintenance Services hereunder will not be a waiver of any provision of this Agreement.

SECTION 19. GOVERNING LAW.

This Agreement shall be governed and construed, and its performance enforced, under the statutes and laws of the State of California law.

SECTION 20. VENUE.

In the event that suit is brought by either Party to this Agreement, the Parties agree that venue must be exclusively vested in the state courts of the County of Santa Clara, or if federal jurisdiction is appropriate, exclusively in the United States District Court, Northern District of California, San Jose, California.

SECTION 21. NOTICES.

All notices and other communications required or permitted to be given under this Agreement must be in writing and must be personally served, or mailed, postage prepaid via U.S. mail, or sent via courier service, addressed to the respective Parties as follows:

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

CRE-GS Freedom Circle Phase I Owner, LLC
c/o Greystar Real Estate Partners, LLC
450 Sansome Street, Suite 500
San Francisco, CA 94111
Attention: Troy Vernon
Email: [email protected]
Phone: (415) 527-2857
With a copy to:

Holland & Knight, LLP
560 Mission St., Suite 1900
San Francisco, CA 94105
Attention: Tamsen Plume
Email: [email protected]
Phone: (415) 743-6941
Notice will be effective on the date personally delivered or if sent by courier service, on the date of receipt. If mailed, notice will be effective three (3) days after deposit in the mail. The Parties shall notify each other in writing of changes in either their respective addresses or their representatives subject to notification in accordance with the provisions of this Section 21.

SECTION 22. COMMUNICATION WITH CITY STAFF AND PARKS CONCERNS.

Without limiting or modifying the provisions of Section 5 above, Director shall be notified immediately in the event that an incident relating to the Park Site (i) requiring the filing of a police report, (ii) resulting in the Park Site or related Park Improvements being in an unsafe condition, (iii) otherwise materially affecting the operation of the Park Site, or (iv) non-life-threatening emergency should occur on, in or around the Park Site (collectively “Park Incidents”).

Communication described in this Section 22 shall be in addition to notices described in Section 21 above. Contractor shall use best efforts to provide communication as follows:

Life threatening emergencies, or
crimes in progress. Contact emergency services: 911
Park Incidents or non-lifethreatening Park Site emergencies occurring on weekdays between the
hours of 8 a.m. and 5 p.m.

Contact Deputy Parks and Recreation Director Office: Office (408) 615-3770
Park Incidents or non-lifethreatening Park Site emergencies occurring on weekdays between the
hours of 5 p.m. and 8 a.m., on
weekends, or on City holidays.

Contact Non-Emergency Police Department Line:
(408) 615-5580
Public’s comments, concerns Refer public to the MySantaClara app (www.santaclaraca.gov/services/make-a-service-request)
SECTION 23. FORCE MAJEURE.

A. “Force Majeure Event” shall be defined as any matter or condition beyond the reasonable control of a Party, including but not limited to war, public emergency or calamity, fire, earthquake, extraordinary inclement weather, Acts of God, strikes, labor disturbances or actions, civil disturbances or riots, litigation brought by third parties against either City or Contractor or both, epidemic or pandemic (including COVID-19 or any variant), default by the other Party, or any governmental order or law which causes an interruption in the performance of this Agreement or prevents timely delivery of materials or supplies.

B. Should a Force Majeure Event prevent performance of this Agreement, in whole or in part, the Party affected by the Force Majeure Event shall be excused or performance under this Agreement shall be suspended to the extent commensurate with the Force Majeure Event; provided that the Party availing itself of this Section 23 shall notify the other Party within ten (10) days of the affected Party’s knowledge of the commencement of the Force Majeure Event; and provided further that the time of suspension or excuse shall not extend beyond that reasonably necessitated by the Force Majeure Event.

C. Notwithstanding the foregoing, the following shall not excuse or suspend performance under this Agreement:

1. Performance under this Agreement shall not be suspended or excused for a Force Majeure Event if such event is not defined as a Force Majeure Event.

2. Negligence or failure of Contractor to perform its obligations under this Agreement shall not constitute a Force Majeure Event.

3. The inability of Contractor for any reason to have access to funds necessary to carry out its obligations under this Agreement or the termination of any contract by any subcontractor or for Contractor’s default under such contract shall not constitute a Force Majeure Event.

SECTION 24. ESTOPPEL CERTIFICATES.

Either Party (the “requesting Party”) may, at any time, and from time to time, deliver written notice to the other Party (the “certifying Party”) requesting the certifying Party to certify in writing that, to the knowledge of the certifying Party, (a) this Agreement is in full force and effect and is a binding obligation of the Parties, (b) this Agreement has not been amended or modified or, if so amended or modified, identifying the amendments or modifications, and (iii) the requesting Party is not in default in the performance of its obligations under this Agreement, or if in default, to describe the nature of any defaults, and (iv) such other reasonable items as may be requested. The certifying Party receiving a request under this Section 24 shall execute and return its certificate within thirty (30) days following receipt of the request. The Director shall be authorized to execute any certificate requested by Contractor. Contractor and City acknowledge that a certificate hereunder may be relied upon by any transferees, title companies, and lenders.

Contractor shall pay the City’s reasonable costs involved in providing such estoppel certificate.

SECTION 25. MISCELLANEOUS.

A. If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless remain enforceable.

B. Subject to the provisions of Section 15, this Agreement binds and inures to the benefit of the Parties and their respective successors, assigns and legal representatives.

C. The headings of the sections of this Agreement are inserted for convenience only. They do not constitute part of this Agreement and are not to be used in its construction.

D. Where this Agreement requires or permits City to act and no officer of the City is specified, City’s Manager or the designated representative of City’s Manager has the authority to act on City’s behalf.

E. This Agreement is personal to Parties hereto, and the rights provided to Company shall not be deemed to be a possessory or any other type of interest or encumbrance in real property nor shall this Agreement be deemed to run with the land.

F. This Agreement, including all Exhibits attached thereto, represents the entire understanding of the Parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may only be amended by formal written agreement executed by both Parties.

G. Whenever required by the context of this Agreement, the singular includes the plural and the masculine includes the feminine and vice versa. This Agreement is not to be construed as if it had been prepared by one of the Parties, but rather as if all the Parties had prepared it.

Except where the context otherwise requires, whenever the term maintenance is used in this agreement it shall also be interpreted to mean and include repair and/or replacement. For purposes of this Agreement, replacement is defined as the substitution of equipment and/or facilities related to the Park Improvements at the Park Site due only to the disrepair, dilapidation, age, or condition of the Park Improvements. [signatures on following page]
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated: ---------------
GLEN R. GOOGINS JOVAN D. GROGAN
City Attorney City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
FAX: (408) 241-6771
“CITY”

CRE-GS FREEDOM CIRCLE PHASE I OWNER, LLC
a Delaware limited liability company
Dated:

By (Signature):

Name:

Title:

Principal Place of
Business Address:

Email Address:

Telephone: ( )
Fax: ( )
“CONTRACTOR”
*Proof of authorization for Contractor’s signatures is required to be submitted concurrently with this Agreement.

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 )
) ss:

COUNTY OF __________________)
On ____________________, 2025, before me,__________________________, Notary Public, personally appeared _________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
____________________________________ (Seal)
Signature
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 )
) ss:

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
____________________________________ (Seal)
Signature

EXHIBIT A

LEGAL DESCRIPTION OF PROJECT PROPERTY
[Placeholder to show entire property; replace with legal description of Parcels 1, 2 and 3 after Parcel Map recorded]

EXHIBIT B

LEGAL DESCRIPTION OF PARK PARCEL
Real property in the City of Santa Clara, County of Santa Clara, State of California, described as follows:
[Insert reference to recorded Parcel Map Parcel No. 4 prior to recording] ·v
1\, FOO D IRON Pl
~ SET IN CO ,CRETE
·(b. PEiR' i( .1 )(R2)
<1:.., • FRl!l!!DOII CIR·CLI!
(72' 1'11DE)
"6':o '-b> . . - !I!'>~ -~ 11,
, r-1;:r
" PARCEL 4

2.014 A ES±
(FOR PARK PURPOSES)
2' '~l[)E At~CHOO EASEM
B~:57 0 . .. 125, i;
VA • TED Bf'( SEPA
I S M ...

OJ
z_j
·FOUi
SET
PER

EXHIBIT C

PUBLIC PARK IMPROVEMENTS SITE PLAN

EXHIBIT D

SCOPE OF SERVICES AND MAINTENANCE SPECIFICATIONS
Turf Care

1. Mowing to be performed at a uniform height in alternating patterns on a weekly basis. Mulching mowers are allowed. Turf to be clean of debris upon completion.

2. Edging along sidewalks and curbs with power edger, weekly.

3. A 6” - 12” buffer zone to be maintained around all obstacles including buildings, fencing, light fixtures, signs, trees, etc., weekly.

4. Mechanical aeration to be performed two times per year.

5. Overseeding of turf, weekly due to pet damage.

6. Annual fall overseeding included as part of the overall maintenance program.

7. Fertilize turf 4x per year, not to exceed 6Ib of Nitrogen per 1000 sq. ft. annually.

8. Spray broadleaf weeds quarterly.

Ground Cover, Shrubs And Vine Care

1. Pruning shall be performed to maintain neat, clean and well defined appearance within all general boundaries including sidewalks and structures.

2. A 6” - 12” buffer zone to be maintained around all obstacles including buildings, fencing, light fixtures, signs, trees, etc.

3. Fertilize 3x per year.

4. Mulch all bare planter areas quarterly with approved Recology arbor mulch.

Tree Care

1. Pruning shall be performed to develop trunk caliper and scaffolding branches and includes the removal of dead and damaged branches, which can be reached from the ground with an extension pole pruner.

2. Prune for 8’ clearance over walkways and 15’ over parking areas and streets.

3. Labor and materials for tree staking, ties and guying requirements are included.

Plant Health

1. Control diseases, pests and weeds mechanically and via product material per approved guidelines and requirements.

2. Apply fertilization product material to provide lush, green and healthy appearance, to maintain all plant material in a state of perpetual growth. After application process, clean up any overspray of product material, immediately.

3. Provide any tests and reports as required once per year, to investigate soil chemistry, disease and insects and other factors to maintain the landscape in a healthy state.

Disease, Pest and Weed Control

1. Control all plant material diseases, pests, weeds and rodents mechanically and via approved product material per Department of Pesticide Regulation, County of Santa Clara Agriculture Commissioner and City of Santa Clara Integrated Pest Management guidelines and requirements.

2. Spray or manually remove weeds in all hardscape on a monthly basis.

Irrigation Management

1. Manage controller units for scheduled operation during evening hours. Provide system adjustments, cleaning, modifications and minor repairs to meet plant requirements, resulting in maximizing water usage, while minimizing runoff and overspray.

2. Provide monthly system inspections. Complete thorough irrigation inspections in February and September and report via Irrigation Tracking Sheets.

3. Repairs per unit pricing rates.

4. Hand watering is included, to maintain plant material in a healthy state, which has inadequate irrigation coverage.

Extra Work

1. Sod replacement and shrub replacement as needed to maintain a full and lush appearance.

2. Plant and irrigation replacements required due to damage by others.

3. In-fill and installation of decomposed granite pathway material.

General

1. Daily: Site review and trash clean up to be performed first thing each morning.

Walkways to be swept or blown for pedestrian access. Equipment commencement after 8:00a.m.

2. Rake and groom decomposed granite pathways weekly.

Graffiti Abatement

1. Damaged Signs and Park Elements:

2. Within one (1) week of identification

3. In Instances of Objectionable Content: Within twenty-four (24) hours of identification
Playground Maintenance/Routine

1. Follow all safety precautions and wear all appropriate personal protective equipment

2. Check overall assessment of equipment.

3. inspect all components to ensure parts are not missing

4. Check equipment for unsafe conditions. No missing guards or rails

5. Check equipment for proper function, make adjustments if needed

6. Check painted surfaces for a consistent painted finish

7. Painted surfaces show a consistent painted finish. Is repainting needed?

8. Ensure equipment anchored and secured correctly

9. Tighten any loose parts that need adjustment

10. Check for any signs of corrosion or rust
Dog Park Maintenance

1. Daily: Maintenance activities will include trash pickup and removal, restock dog waste bag, inspect grounds and dispose of any old water, toys, or food items. Check that security features are in working condition including gates, locks, fences, lighting, or video monitoring (when installed).

2. Monthly: Pressure washing of high use areas including walkways, benches, tables, railings, gates, turf, and water features.

3. Annual: No pesticides of any kind will be used in or near a dog park. All chemicals used for cleaning will be specifically labeled as safe to use in dog parks. Once per year the dog park will be pro-actively evaluated for any maintenance/repair needs or safety/regulatory upgrades.

Lubricate moving parts as necessary

EXHIBIT D-1
CITY OF SANTA CLARA’S INTEGRATED PEST MANAGEMENT (IPM) POLICY (To be signed and returned to the City)

CITY OF SANTA CLARA

POLICY TO REQUIRE

AN INTEGRATED PEST MANAGEMENT APPROACH

TO PEST CONTROL AT ALL CITY OWNED PROPERTIES
The City of Santa Clara will carry out its pest management operations, at city-owned facilities, and on property where the City is responsible to provide facility and landscape maintenance, using Integrated Pest Management (IPM) techniques. The City will use best management practices for pest prevention to limit the amount of chemical applications needed for pest suppression. The City, recognizing that some pesticides may be potentially hazardous to human health and the environment, shall give preference to reasonably available non-pesticide alternatives, and reducedrisk pesticides, when performing pest control activities. The least toxic solution shall be selected whenever possible.

No products containing Clopyralid, Diazinon, Chlorpyrifos (Dursban), Chloradane, DDT, Dieldrin or other organophosphates may be used on City property. Fipronil and pyrethroids including, but not limited to Deltamethrin and Bifenthrin, may be used by City staff or a City contractor on City property or property maintained by the City only after all other l PM methods have been attempted and with the written approval of the designated City staff person.

Staff in departments that are responsible for implementing pest management techniques using City staff and/or contractors, or manage construction projects on City property that may need to implement pest management techniques, will be trained using the “Integrated Pest Management Guide for Facility Managers, Understanding IPM for Facilities, Landscape and Grounds Management”, authored by the County of Santa Clara. Parks Department Maintenance Division, Parkways & Boulevards Division, Building Maintenance Division, and Public Works Inspection Division staff must attend annual IPM training and shall implement 1PM techniques.

Pesticide applications must have a written recommendation by a Pest Control Advisor (PCA). City personnel and contractors must possess a Qualified Applicator Certificate (QAC) to apply pesticides. Annual pesticide usage reports shall be prepared by all departments responsible for managing City properties where pesticides are used. The quantities and types of pesticides used by both City personnel and contractors shall be tracked and summarized in a report covering July 1 - June 30. Annual reports shall be submitted to the Director by July 31st each year.

Contracting Pesticide Applicators for the City of Santa Clara will sign this form to acknowledge that they have been advised of the City’s Integrated Pest Management policy and agree to abide by it. Contracting Pesticide Applicators also agree to provide the City with summaries of quantities and types of chemicals applied for reporting purposes.

Contracting City Department Name: ____________ _
Contracting City Department Contact Person: _________ _ Contractor Name: ----------------------
Con tractor Representative Name/Title: _____________ _
Address: --------------------------
Signature: ______________ _ Date: ------

EXHIBIT E

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$2,000,000 each occurrence
$4,000,000 general aggregate
$2,000,000 products/completed operations aggregate
$2,000,000 personal injury

2. Limits may be satisfied in combination with excess/umbrella policies on a following form basis.

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

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

C. WORKERS’ COMPENSATION

1. Workers’ Compensation Insurance Policy as required by statute and employer’s liability with the following limits: at least one million dollars ($1,000,000) policy limit Illness/Injury by disease, and one million dollars ($1,000,000) for each Accident/Bodily Injury.

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. POLLUTION LIABILITY
Pollution Liability insurance covering liability for third-party bodily injury, property damage and cleanup costs resulting from a pollution incident with a limit not less than $2,000,000 per occurrence.

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

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

2. Primary and non-contributing. Each insurance policy procured 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 applicable insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other applicable insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor’s insurance.

3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to nonpayment 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 non-renewal.

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

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

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement including additional insured status for the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents through a Designated Personal or Organization endorsement. 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 their respective 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, reasonably satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.

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. 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 Parks & Recreation Department
P.O. Box 100085 – 52 or 1 Ebix Way
Duluth, GA 30096 John’s Creek, GA
30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Fax number: 770-325-0409
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 Contractor of equal financial stability that is approved by the City or its insurance compliance representatives.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-1513 Agenda Date: 12/16/2025

REPORT TO COUNCIL

SUBJECT
Action on an Agreement with Allana Buick & Bers, Inc. for Citywide As-Needed Roofing Consulting Services

BACKGROUND
The Department of Public Works (DPW) is responsible for maintaining and repairing approximately 1,100,000 square feet of City facilities. To effectively handle the required workload for maintaining these facilities, DPW contracts with specialized vendors for a range of maintenance, repair, and consulting services, including as-needed roofing consulting services.

The City owns and operates approximately 100 buildings that periodically require roof repair or replacement. While minor repairs are performed through existing as-needed roofing contracts, more extensive work often requires professional consulting services to assess roof conditions, develop repair or replacement recommendations, and prepare technical specifications and drawings.

Engaging a qualified roofing consultant ensures that repairs and replacements are efficient, costeffective, and in accordance with building standards.

DISCUSSION
Pursuant to City Code Section 2.105.140(c) and State laws governing procurement of architectural and engineering services, the City followed a qualifications-based selection process whereby proposers are evaluated and the most qualified is selected, subject to negotiation of fair and reasonable compensation.

On July 18, 2025, staff published a Statement of Qualifications (SOQ) for Citywide Roofing Consulting Services on the City’s e-procurement platform. A total of eight proposals were received from the following firms:

1. Allana Buick & Bers, Inc.

2. AVELAR

3. BEAM Professionals

4. Skyline Engineering, Inc.

5. Stantec Consulting Services, Inc.

6. Terracon Consultants, Inc.

7. Walker Consultants, Inc.

8. Walter P. Moore and Associates, Inc.

Proposals were independently evaluated based on several criteria, including firm experience, qualifications, technical capabilities, and responsiveness to the SOQ requirements. Allana Buick & Bers, Inc. (ABB), Stantec Consulting Services, Inc., and Walter P. Moore and Associates, Inc. were City of Santa Clara Page 1 of 3 Printed on 12/12/2025
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25-1513 Agenda Date: 12/16/2025
invited to participate in oral interviews.

Following the evaluation and interview process, staff recommends awarding an agreement to ABB as the highest-ranked under the qualifications-based selection process. ABB has extensive roofing consulting experience and has the capacity and technical expertise to perform the required services.

Under the proposed agreement, ABB will provide as-needed roofing consulting services for City facilities. The scope includes conducting roof assessments, developing repair or replacement recommendations, assisting with permits, preparing roof specifications and drawings, and providing project management and related consulting support as needed.

Rates are fixed for the initial one-year term with maximum compensation at $150,000. After the initial term, rate adjustments may be considered if properly substantiated by the consultant and approved by the City. The agreement includes four one-year options for a total aggregate maximum compensation of $750,000 over the potential five-year term.

Under the agreement, ABB will perform services either on a fixed-fee or hourly basis, depending on the type and scope of work required. Fixed fees apply primarily to standard roof assessment services, while a detailed schedule of hourly labor rates is included to cover professional, technical, and administrative personnel services.

Prevailing wages requirements are included in the agreement.

ENVIRONMENTAL REVIEW
The action being considered is exempt for the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15301 “Existing Facilities” as the activity consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities mechanical equipment or topographical features involving negligible or no expansion of use beyond that existing at the time of the lead agencies determination.

FISCAL IMPACT
The not-to exceed amount to be paid to the Consultant over the initial one-year term is $150,000.

This amount is an estimate based on past years’ expenditures for as-needed services, as well as planned projects to be completed during the initial one-year term. The total aggregate not-to-exceed amount to be paid to the Consultant for all option years is estimated to be $750,000, inclusive of compensation increases consistent with market conditions. Most costs will be charged to the relevant departments and use their respective funding sources based on the locations where the services are rendered. Sufficient budget is available to fund anticipated Citywide As-Needed Roofing Consulting Services in FY 2025/26. Costs beyond FY 2025/26 are subject to appropriation of funds by the City Council.

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 City of Santa Clara Page 2 of 3 Printed on 12/12/2025
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25-1513 Agenda Date: 12/16/2025
and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Determine that the proposed actions are exempt from CEQA pursuant to Section 15301 (Existing Facilities) of Title 14 of California Code of Regulations;

2. Authorize the City Manager or designee to execute an Agreement with Allana Buick & Bers, Inc. for Citywide As-needed Roofing Consulting Services for an initial one-year term with a maximum amount not-to-exceed $150,0000, in substantially the form presented, subject to the appropriation of funds and approval of final form by the City Attorney; and

3. Authorize the City Manager or designee to take any actions as necessary to implement and administer the Agreement, and to (a) exercise up to four one-year options to extend the term, (b) increase the maximum compensation by up to $600,000 for a total aggregate not-to-exceed amount of $750,000 over the full five-year term of the Agreement, (c) add or delete services consistent with the scope of services, (d) adjust future rates based on market conditions, and (e) make de minimis changes, subject to the appropriation of funds and approval as to form by the City Attorney.

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

ATTACHMENTS

1. Agreement with Allana Buick & Bers, Inc.

City of Santa Clara Page 3 of 3 Printed on 12/12/2025
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Design Professional Agreement with Allana Buick & Bers, Inc. Page 1 Rev. 09-28-18
EBIX Insurance No. S200005784

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ALLANA BUICK & BERS, INC.

PREAMBLE
This Agreement is entered into as of the City’s execution date (Effective Date) between the City of Santa Clara, California, a chartered California municipal corporation (City) and Allana Buick & Bers, Inc., 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 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,
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

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
Exhibit D – Labor Compliance Addendum
Design Professional Agreement with Allana Buick & Bers, Inc. Page 2 Rev. 09-28-18
Exhibit E – Notice of Exercise of Option to Extend Agreement Form This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the Initial Term of this Agreement shall begin on the Effective Date and terminate on December 31, 2026.

B. After the Initial Term, the City reserves the right, at its sole discretion, to extend the term of this Agreement for up to four (4) additional one-year terms through December 31, 2030 (“Option Period”), subject to budget appropriation. See Exhibit E for Notice of exercise of Option to Extend Agreement Form.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Consultant shall perform those Services specified in Exhibit A within the time stated in Exhibit A. 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 be free from defect 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 Allana Buick & Bers, Inc. Page 3 Rev. 09-28-18

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 specialist in the same discipline in the State of California.

6. CONFLICT OF INTEREST (FORM 700)
In accordance with the California Political Reform Act (Government Code Section 8100 et seq.) and the City’s Conflict of Interest Code, Consultant shall cause each person who will be principally responsible for providing the service and deliverables under this Agreement as having to file a Form 700 to do each of the following:

A. Complete and file the Form 700 no later than thirty (30) calendar days after the date the person begins performing services under the Agreement all subsequent Form 700s in conformance with the requirements specified in the California Political Reform Act; and
B. File Form 700 with the City’s Clerk Office.

7. ASSIGNMENT OF WORK
A. Consultant will provide roofing consulting services (Services) to the Public Works Facilities Division as further described in Exhibit A.

B. Each assignment will be authorized in writing by the City and shall include the scope of work, deliverables, schedule, and either (i) a not-to-exceed amount based on time and materials (T&M) using the hourly rates in Exhibit B or (ii) a lump sum amount, if applicable.

C. The City has no obligation to assign any work under this Agreement.

8. 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 specified in Section 1 of Exhibit B, 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 Design Professional Agreement with Allana Buick & Bers, Inc. Page 4 Rev. 09-28-18
be entitled to any payment above the maximum compensation under any circumstance.

9. 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.

10. 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 subcontractors without express written permission from City.

Consultant 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 Consultant is for the acts and omissions of persons directly employed by it.

11. 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.

12. INDEPENDENT CONSULTANT
Consultant and all person(s) employed by or contracted with Consultant to furnish labor and/or materials under this Agreement are independent contractors 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.

13. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed Design Professional Agreement with Allana Buick & Bers, Inc. Page 5 Rev. 09-28-18
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.

14. 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.

15. 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.

16. 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 Design Professional Agreement with Allana Buick & Bers, Inc. Page 6 Rev. 09-28-18
negligence, recklessness, or willful misconduct of the Consultant, its employees, subcontractors, or agents in the performance, or non-performance, of Services under this Agreement.

17. 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.

18. 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.

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

City of Santa Clara
Attention: Ken Winland
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected];
[email protected]; and [email protected] And to Consultant addressed as follows:

Allana Buick & Bers, Inc.
990 Commercial Street
Palo Alto, CA 94303
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.

20. 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 Design Professional Agreement with Allana Buick & Bers, Inc. Page 7 Rev. 09-28-18
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).

21. 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 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.

22. 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.

23. 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.

24. 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.

25. 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.

Design Professional Agreement with Allana Buick & Bers, Inc. Page 8 Rev. 09-28-18

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

27. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.
(SIGNATURES ON NEXT PAGE)

Design Professional Agreement with Allana Buick & Bers, Inc. Page 9 Rev. 09-28-18
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

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

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

By (Signature):

Name: Eugene Buick
Title: COO, Senior Principal
Principal Place of
Business Address:
990 Commercial Street
Palo Alto, CA 94303
Email Address: [email protected]
Telephone: (650) 924-3130
Fax: (650) 354-8828
“CONSULTANT”
Design Professional Agreement with Allana Buick & Bers, Inc./Exhibit A-Scope of Services Page 1 Rev. 09-28-18

EXHIBIT A

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

1. SERVICES

1.1. Consultant shall provide as-needed roofing consultation services as required by the City’s Public Works Facilities Division.

1.2. Services shall include the following tasks:

1.2.1. Assessment of current roof(s);

1.2.2. Recommendations of repair requirements or new roof replacement requirements;

1.2.3. Develop roof specifications/drawings for repairs or replacement;

1.2.4. Assist with permits; and

1.2.5. Project management for various roofing projects, such as construction administration services (to ensure roof meets the design intent), assist in development of scope of services for projects that need to be bid out.

1.3. As requested by the City Consultant shall provide assessment services that includes an assessment report with recommendations of roof replacement or roof repairs.

1.4. After the City has reviewed an assessment report the City may request Consultant to provide services to develop roof specifications/drawings for repairs or replacement as recommended in the assessment report.

1.4.1. Consultant shall provide a proposal for these services to the City Project Manager. The proposal must include detailed tasks, number of hours, staff member(s) providing services, hourly rate, etc. Services shall not begin until the Consultant has received approval to proceed from the City Project Manager.

1.5. Prevailing wages may apply when working on a project that will result in your firm managing the constructions activities of the roofing repairs or replacement.

Design Professional Agreement with Allana Buick & Bers, Inc./Exhibit B-Schedule of Fees Page 1 Rev. 09-28-18

EXHIBIT B

SCHEDULE OF FEES
. MAXIMUM COMPENSATION

1.1. The maximum amount payable for all services provided under this Agreement shall not exceed One Hundred Fifty Thousand Dollars ($150,000) during the Initial Term of the Agreement. No additional services shall be performed unless both Parties execute an Amendment outlining the services requested and compensation agreed for such services.

1.2. All payments are based upon City’s acceptance of Consultant’s performance of services specified in Exhibit A, Scope of Services. City shall have no obligation to pay unless Consultant has successfully completed the work for which payment is due.

2. FIXED FEE SERVICES
The table below sets the not-to-exceed fee for the following services:

Service Description
Not-to-Exceed Fee
<5K
SQFT
5K-10K
SQFT
10K-25K
SQFT
25K-50K
SQFT
50K-100K
SQFT
Roof Assessment $4,560 $5,160 $5,760 $6,940 $8,120
Assessment Report $2,640 $2,640 $3,040 $4,160 $6,080
Roof Test Cut Contractor
Allowance $1,500 $1,500 $2,000 $2,500 $5,000
Boom Lift Allowance $1,200 $1,200 $1,200 $2,400 $2,400

3. HOURLY RATES FOR
The table below sets forth Consultant’s rates that apply for services provided under this Agreement based on hours worked.

TITLE HOURLY
RATE
Admin Services $130
Associate I $250
Associate II $260
Associate III $290
Associate IV $310
Building Technologist I $190
Building Technologist II $200
Design Professional Agreement with Allana Buick & Bers, Inc./Exhibit B-Schedule of Fees Page 2 Rev. 09-28-18

TITLE HOURLY
RATE
Building technologist III $210
CAD Graphics Specialist I $170
CAD Graphics Specialist II $180
CAD Graphics Specialist III $190
Construction Manage I $200
Construction Manager II $220
Construction Manager III $240
Consultant I $210
Consultant II $230
Consultant III $250
Consultant IV $280
Executive Project Manager $280
Field Monitor (Part-Time) $190
Field Monitor I $150
Field Monitor II $170
Field Monitor III $180
Forensic Document Specialist $200
IT Consultant $200
Principal I $330
Principal II $350
Principal III $400
Principal IV $430

3.1. Pricing is fixed for the Initial Term of the Agreement. Any price adjustment requests must be submitted to the City at least sixty (60) days prior to the end of the Initial Term. Consultant must demonstrate to the satisfaction of the City that a price adjustment is warranted and must be supported by the appropriate price index. Price adjustments are subject to the City’s approval.

4. INVOICING

4.1. Consultant shall submit monthly invoices that tabulate hours spent by each staff member reviewing plans for each Planning and Building permit number.

Each invoice should tabulate the total amount of hours and dollars spent reviewing each individual permit as reviews will overlap billing cycles.

4.2. City will pay Consultant within approximately thirty (30) days of City’s receipt of an approved invoice.

Design Professional Agreement with Allana Buick & Bers, Inc./Exhibit C-Insurance Requirements Page 1 Rev. 09-28-18

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting the Consultant’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Consultant 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 Consultant’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 Consultant; 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 Consultant to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at Design Professional Agreement with Allana Buick & Bers, Inc./Exhibit C-Insurance Requirements Page 2 Rev. 09-28-18
least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

C. WORKERS’ COMPENSATION

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

2. The indemnification and hold harmless obligations of Consultant 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 Consultant 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 Consultant. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney’s Office.

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

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

2. Primary and non-contributing. Each insurance policy provided by Consultant shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution Design Professional Agreement with Allana Buick & Bers, Inc./Exhibit C-Insurance Requirements Page 3 Rev. 09-28-18
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 Consultant’s insurance.

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

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

1. Consultant 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 Consultant, provide the same minimum insurance coverage required of Consultant, except as with respect to limits. Consultant 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. Consultant 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. Consultant 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 Design Professional Agreement with Allana Buick & Bers, Inc./Exhibit C-Insurance Requirements Page 4 Rev. 09-28-18
City or Consultant 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 Consultant 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, Consultant, 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. Consultant 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
Consultant 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, Consultant shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be emailed to:
[email protected]
Or mailed to:

EBIX Inc.

City of Santa Clara Department of Public Works
P.O. Box 100085 – S2
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
Design Professional Agreement with Allana Buick & Bers, Inc./Exhibit C-Insurance Requirements Page 5 Rev. 09-28-18
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Consultant 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 Allana Buick & Bers, Inc./Exhibit D-Labor Compliance Page 1 Rev. 09-28-18

EXHIBIT D

LABOR COMPLIANCE ADDENDUM
This Agreement is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.

J. Prevailing Wage Requirements

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

Consultants and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov .

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

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Consultant agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term “certified payroll” shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified Design Professional Agreement with Allana Buick & Bers, Inc./Exhibit D-Labor Compliance Page 2 Rev. 09-28-18
payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

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

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

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

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

10. Should any contractor or subcontractors not be a registered public works contractor and perform work on the project, 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.

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

K. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of Design Professional Agreement with Allana Buick & Bers, Inc./Exhibit D-Labor Compliance Page 3 Rev. 09-28-18
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.

L. Enforcement

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

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

3. The City is not obligated to make any payment due to 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 contractors and subcontractors for failure to comply with prevailing wage requirements.

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

Design Professional Agreement with Allana Buick & Bers, Inc./Exhibit E-Notice of Exercise of Option

Page 1 ends

Rev. 09-28-18

EXHIBIT E

NOTICE OF EXERCISE OF OPTION TO EXTEND AGREEMENT FORM
AGREEMENT TITLE:

CONSULTANT:

DATE:

Pursuant to Section __ of the Agreement referenced above, the City of Santa Clara hereby exercises its option to extend the term under the following provisions:

OPTION NO. # of #

NEW OPTION TERM
Begin date:

End date:

CHANGES IN RATE OF COMPENSATION
Percentage change in CPI upon which adjustment is based:

Pursuant to Section ___ of the Agreement the rates of compensation are hereby adjusted as follows:
(use attachment if necessary)
MAXIMUM COMPENSATION for New Option Term:

For the option term exercised by this Notice, City shall pay Consultant an amount not to exceed the amount set forth above for Consultant’s services and reimbursable expenses, if any. The undersigned signing on behalf of the City of Santa Clara hereby certifies that an unexpended appropriation is available for the term exercised by this Notice, and that funds are available as of the date of this signature.

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 of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-1563 Agenda Date: 12/16/2025

REPORT TO COUNCIL

SUBJECT
Action on Agreement with BKF Engineers for Design Professional Services for the Central Santa Clara Bicycle, Pedestrian, and Green Stormwater Improvement Project

BACKGROUND
In May 2012, the Metropolitan Transportation Commission (MTC) created the One Bay Area Grant (OBAG) program to guide how the MTC distributes Federal Highway Administration transportation funding to Bay Area communities. The OBAG program is in its third cycle of funding (OBAG 3), and the Santa Clara Valley Transportation Authority (VTA), in partnership with the MTC, issued a call-forprojects for the OBAG 3 on June 3, 2022. The Department of Public Works applied with the Central Santa Clara Bicycle and Pedestrian Improvement Project.

In January 2023, the MTC approved a $9,029,000 grant award for the Central Santa Clara Bicycle and Pedestrian Improvement Project (Project). On November 7, 2023, Council established the Project in the Biennial Capital Improvement Program (CIP) Budget, adopted a resolution of local support for the Project to accept the OBAG Federal grant funding, and approved the required local funds necessary to complete the project. The City’s local match is being used to cover the costs of the design services proposed for approval in this report.

The Project includes several bicycle and pedestrian improvements that are part of the City’s Bicycle and Pedestrian Master Plans. These improvements are located on Cabrillo Avenue, Lafayette Street, Monroe Street, Royal Drive, Scott Boulevard, and Warburton Avenue (Attachment 1). Anticipated bicycle facility upgrades include the installation of various improvements on Warburton Avenue (Scott Boulevard to Lafayette Street) and Lincoln Street (Warburton Avenue to El Camino Real). Anticipated pedestrian improvements include items such as new curb ramps, curb bulb-outs, and sidewalks; potential new traffic signals, Rectangular Rapid Flashing Beacons, and streetlighting improvements.

The Central Santa Clara project will be combined with a second CIP project, the Green Stormwater Infrastructure Design and Construction Project, which is currently in the Biennial CIP. The goal of the Green Stormwater Infrastructure project is to address the Municipal Regional Stormwater NPDES Permit issued by the State that requires the City of Santa Clara to install green stormwater infrastructure (GSI) that will treat five acres of stormwater runoff by June 30, 2027. GSI can be installed on streets or parking lots to treat stormwater runoff. To help identify suitable locations, a feasibility report was prepared, which identified Lincoln Street as one of the suitable locations to install GSI, with the goal of treating approximately 3.5 acres of stormwater. The identified area for the GSI on Lincoln Street is located within the proposed bicycle and pedestrian project; therefore, staff added the GSI-related work on Lincoln Street to the Project.

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25-1563 Agenda Date: 12/16/2025

DISCUSSION
Pursuant to City Code Section 2.105.140(c) and State laws governing procurement of architectural and engineering services, the City followed a qualifications-based selection process. Under this process, proposers are evaluated based on their demonstrated competence and qualifications, and the most qualified proposer(s) is selected, subject to the negotiation of fair and reasonable compensation.

On August 4, 2025, a competitive Request for Proposals (RFP) was published on the City’s eprocurement platform. The City received five proposals from BKF Engineers (BKF), HMH, KimleyHorn, Sanbell, and Tetra Tech. A proposal review panel consisting of staff from the Department of Public Works’ Design and Traffic divisions evaluated each proposal against the criteria set forth in the RFP, including responsiveness to the RFP, qualifications of the firm, experience, availability of key staff, project approach, and ability to complete the project within the proposed schedule. Based on the panel’s evaluation, staff recommends awarding the agreement to BKF. BKF demonstrated a strong understanding of the Project and provided an excellent approach to investigating and resolving the design issues presented in the RFP. Also, BKF has extensive civil engineering experience working in the Bay Area and has successfully completed similar federally funded projects in the past.

The proposed Agreement (Attachment 2) includes a negotiated scope of services and fees based upon the understanding of the work to be performed. The scope of services generally includes project management, preliminary engineering, preparation of construction documents, bid and construction support, and project close-out.

Staff recommends entering into the agreement with BKF to provide design professional services for the Project. Approval of this agreement will provide design professional services necessary to develop the design and construction documents to implement the Project. The Agreement includes prevailing wage requirements.

ENVIRONMENTAL REVIEW
This award is for the design phase and construction support services and is not a project that 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. As a recipient of federal grant funding, the Project is also required to be reviewed in accordance with the National Environmental Policy Act (NEPA).

FISCAL IMPACT
The proposed Agreement is for a total not-to-exceed amount of $1,403,000. This amount includes $1,220,000 for basic services, and a not-to-exceed amount of $183,000 for additional services. The proposed agreement is being funded through the City’s local match, not the grant. The grant funds will be used to cover the cost of the future construction contract. Funding for the Agreement is available in the Green Stormwater Infrastructure Design and Construction project and the Central Santa Clara Bicycle and Pedestrian Improvement project in the Streets and Highways Capital Fund and the Green Stormwater Infrastructure Design and Construction 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.

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25-1563 Agenda Date: 12/16/2025

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

RECOMMENDATION

1. Approve and authorize the City Manager to execute an Agreement for design professional services with BKF Engineers for the Central Santa Clara Bicycle, Pedestrian, and Green Stormwater Improvement Project in the not-to-exceed amount of $1,403,000, 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, in a final form approved by the City Attorney.

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

ATTACHMENTS

1. Project Location Map

2. Agreement with BKF Engineers
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Design Professional Agreement with BKF Engineers Page 1 Rev. 05-02-25
EBIX Insurance No. S200005757

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

BKF ENGINEERS
FOR

CENTRAL SANTA CLARA BICYCLE, PEDESTRIAN, AND GREEN STORMWATER

IMPROVEMENT PROJECT

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and BKF 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 Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
Exhibit D – Labor Compliance Addendum (if applicable)
Design Professional Agreement with BKF Engineers Page 2 Rev. 05-02-25
Exhibit E – Milestone Schedule
Exhibit F – Project Management 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 day this agreement is signed by both Parties and terminate on December 31, 2030. Services may commence upon City issuing notice to proceed.

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

Contractor 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 Contractor. If Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Contractor for the cost incurred by City.

5. QUALIFICATIONS OF CONTRACTOR - 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 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.

Design Professional Agreement with BKF Engineers Page 3 Rev. 05-02-25

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 million four hundred three thousand dollars ($1,403,000), 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.

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 subconsultant, 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 CONTRACTOR
Consultant and all person(s) employed by or contracted with Consultant to furnish labor and/or materials under this Agreement are independent contractors and do not act as Design Professional Agreement with BKF Engineers Page 4 Rev. 05-02-25
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.

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.

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 Design Professional Agreement with BKF Engineers Page 5 Rev. 05-02-25
action, and whether sounding in law, contract, tort, or equity, to the extent arising out of, pertaining to, or related to the negligence, recklessness, or willful misconduct of the Consultant, its employees, subconsultants, or agents in the performance, or nonperformance, of Services under this Agreement. With respect to claims alleging Contractor's professional negligence or professional liability, Contractor's duty to defend obligation shall be met by reimbursing an indemnified party for indemnified party's costs of defense following a determination of Contractor's proportionate percentage of fault.

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.

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

BKF Engineers
Attention: Dan Schaefer
1730 N. First Street, Suite 600
San Jose, CA 95112
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given. An email 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 Design Professional Agreement with BKF Engineers Page 6 Rev. 05-02-25

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 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.

Design Professional Agreement with BKF Engineers Page 7 Rev. 05-02-25

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.

CONTINUED ON PAGE 8
Design Professional Agreement with BKF Engineers Page 8 Rev. 05-02-25
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

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

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

By (Signature):

Name: Dan Schaefer
Title: Principal-in-Charge/Vice President
Principal Place of
Business Address: 1730 N First St, Suite 600, San Jose CA 95112 Email Address: [email protected]
Telephone: (925) 940-2214
Fax:
“CONSULTANT”
Design Professional Agreement with BKF Engineers Page 9 Rev. 05-02-25

EXHIBIT A

SCOPE OF SERVICES
I. OBJECTIVE
The City of Santa Clara (City) desires to engage a qualified firm (Consultant) for the services as described in this Scope of Services.

This Scope of Services is anticipated as necessary to meet City’s objectives as described in this Request for Proposals. The Proposer shall incorporate their own expertise into their proposed Scope of Services to be submitted as part of their proposal and propose additions, deletions, or modifications to this Scope of Services that the Proposer deems necessary or advisable to meet City’s objectives.

II. BACKGROUND
The PROJECT has two separate objectives to be combined into a single design plan.

1. The Municipal Regional Stormwater NPDES Permit issued by the State requires the City of Santa Clara to install green stormwater infrastructure (GSI) that will treat five acres of stormwater runoff by June 30, 2027. GSI can be installed on streets or parking lots to treat stormwater runoff. To help identify suitable locations a consultant report was created for the City by EOA Inc. For this Project it was determined to select Lincoln St area from the report as a suitable location to install GSI, with the goal of treating approximately 3.5 acres of stormwater.

2. In January 2023, the Metropolitan Transportation Commission (MTC) adopted the One Bay Area Grant 3 (OBAG 3) Program, which includes a $9,029,000 grant award for the Central Santa Clara Bicycle and Pedestrian Improvement Project.

The Central Santa Clara Bicycle and Pedestrian Improvement Project includes several pedestrian and bicycle improvements that are part of the City’s Pedestrian and Bicycle Master Plans. These improvements are located on Cabrillo Avenue, Lafayette Street, Monroe Street, Royal Drive, Scott Boulevard, and Warburton Avenue. Anticipated bicycle facility upgrades include the installation of various improvements on Warburton Avenue (Scott Boulevard to Lafayette Street) and Lincoln Street (Warburton Avenue to El Camino Real). Anticipated pedestrian improvements include items such as new curb ramps, curb bulb-outs and sidewalk; several new traffic signals; and Rectangular Rapid Flashing Beacons; as well as some new streetlighting.

III. PROJECT DESCRIPTION AND REQUIRED SERVICES
This Scope of Services is anticipated as necessary to meet City’s objectives. Consultant will be expected to provide complete, professional, high-quality services and products; to provide consultation and work with the city staff and others involved in the project; and to provide the expertise, guidance, and assistance in accomplishing the work. All work shall be done in accordance with the City Standard Plans and Specifications, ADA Design Guidelines and Regulations, latest building and fire codes, Department of Transportation Standard Specifications and Details (as applicable to the work), Green stormwater infrastructure standards, South Bay Water Recycling guidelines, and other applicable codes and standards recommended by the Consultant.

Design Professional Agreement with BKF Engineers Page 10 Rev. 05-02-25
Consultant’s work includes, but are not limited to:
1) Review of the existing roadway drainage, utilities, and other street features such as parking and bike lanes.
2) Provide recommendations and design for installation of GSI (bioretention facilities) including: identifying drainage management areas for sizing GSI facility, domestic irrigation water connections, landscape plans that will incorporate recommendations from a City coordinated third-party (SFEI -San Francisco Estuary Institute), low voltage power connection from Silicon Valley Power (SVP) underground street light conduit or overhead electric wire. Public educational permanent signage for one of the GSI facilities. 3) SVP developer work drawing will be required for new and modified traffic signal systems and will need to be designed by CONSULTANT and reviewed and approved by SVP. The SVP developer work drawing approval process requires the consultant to coordinate with the Public Works project manager and SVP electric department to submit several rounds of electrical drawings separate from the civil utility plans. The level of effort is equivalent to the typical PS&E submittal process.
4) Provide a Stormwater Treatment Design Criteria Memo detailing how GSI facility was sized based on the requirements of C.3 of the MRP, including an operations and maintenance plans to be accepted by the City.
5) Parking removal counts
6) Perform required traffic analysis warrant studies and intersection treatment options at the following intersections:

Intersection Scope of Work
Scott/Cabrillo Perform warrant study and if intersection does not warrant a traffic signal, then
install RRFB with bulbouts
Scott/Bray Perform warrant study and if intersection
does not warrant a traffic signal, then
install RRFB with bulbouts and median
island refuge.

Lafayette/Reeve Perform warrant study and if intersection does not warrant a traffic signal, then no
improvements are needed.

Lafayette/Parker Overhead RRFB
Monroe/Cabrillo RRFB
Monroe/Warburton RRFB
7) Perform a lighting study at recommended luminaire locations. 8) Provide recommendations for pavement rehabilitation. a. Investigation of as-builts (as-available) or other available records to determine existing pavement sections.

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b. Pavement Coring in an adequate quantity and at locations adequate to ascertain existing asphalt thicknesses for use in pavement design, and presence/absence of paving fabrics. City’s desire is that streets to receive a resurfacing treatment would have coring performed, and streets to receive seals do not require coring but it is desirable to confirm depths of digouts. The number of cores would be as proposed by Consultant to support its design approach.
c. Field review and marking of failed/digout areas on the ground and information transferred to be displayed on plans.
d. Identification of all surface utilities and monuments in the field and displaying and their respective work on the plans.
e. Utility record research to identify existence of utilities within the roadbed and potential for vertical conflicts against the selected pavement treatment. Display of existing underground utilities on the plans is not considered as necessary, however all surface features (e.g. valve boxes, manhole covers, vaults, etc) should be displayed on plans. Consultant will also be responsible for accurately identifying ownership of each surface feature for City’s use in determining liabilities and noticing for adjustment. Consultant should assume preparing exhibits for City’s use in providing adjustment notices to 3rd party entities.
f. Pedestrian street crossing cross slopes: It is the City’s practice that with resurfacing projects to investigate the slopes of pedestrian street crossings against accessibility standards and to implement improvements to the Maximum Extent Feasible (MEF) through the resurfacing. Consultant will be expected to continue this practice under this Project.
9) Provide traffic signal design for new traffic signal systems and modified signal systems. a. Consultant will be expected to perform both record investigations of as-built drawings (as-available) and field investigations of signals to accurately identify existing conditions and equipment. It is anticipated that elements of construction work will be recutting of signal detector loops with associated handholes due to the pavement work and any striping shifts, addition of bicycle detector loops including new DLC (if required) to the cabinet, and modifications as needed to accommodate pedestrian push button locations under ADA as related to the geometry and design of curb ramps and pedestrian street crossing geometry.
10) Provide fiber interconnect from existing signal cabinets to any new required traffic signal systems.
11) BPAC Review: The project is subject to the City’s Complete Street Policy which requires that bicycle, pedestrian, and resurfacing projects undergo a complete streets review by the Bicycle and Pedestrian Advisory Committee. Consultant will not be required to attend or present at the meeting, but should support the City in providing information required for BPAC review. Proposers should assume that one (1) review will take place at the 65% to 95% PS&E design milestone.
12) The City desires that this project will not be a Regulated Project under the most recent Municipal Regional Permit. The Consultant should recommend pavement treatments and imperious surface replacement that does not trigger the project to become regulated and will be required to perform any necessary calculations. 13) Provide licensed survey services for potential easement dedications for GSI facilities in private property. This includes producing the required plat and legal documents that will be Design Professional Agreement with BKF Engineers Page 12 Rev. 05-02-25
reviewed and coordinated with the City of Santa Clara Land and Property Development Division for recording.
14) Signage: On streets that will receive new bicycle striping that is different than existing, Consultants will be expected to investigate existing signs along the corridor and propose modifications or new signs commensurate with the new bike striping. Consultants may assume that signage work can be shown on combined signing/striping plan sheets. 15) Provide final recommendations for pedestrian safety enhancements and traffic calming measures based on the OBAG grant application and proposed project layout plans. 16) Grading and drainage plans for bulb-out designs.
17) Field work collecting, confirming, and documenting all existing conditions that may impact project design.
18) Field investigation shall also include checking on the extent of the DMA delineations, including identifying possible surface runoff contributing areas such as driveways, roofs, and inlets related to private property drainage systems that could affect the size of the DMAs and concurrent sizing of the proposed GSI measures. 19) Plans showing all existing underground facilities including to but not limited to storm drain facilities, sanitary sewer facilities, overhead and underground electrical, domestic and recycle water facilities, gas mains and laterals, private communication facilities, fiber, and any other utility lines identified by outside utility companies and city internal departments.
a. The City recommends Proposers include services as Optional Tasks for potholing to accommodate any needs for positive underground locating for depths of utilities where conflicts may become apparent based on the proposed work and presence of utilities.
20) Utility Adjustments: The City currently adjust its city-owned utilities (storm, sanitary sewer, and water) through the construction contract, including on slurry seal streets where utilities may remain low due to multiple slurry seals over the years. Consultant shall assume reviewing and identifying all low utilities to be adjusted. Non-city owned utilities shall also be identified with notifications to utility owners to perform the work. 21) Environmental Review: The project is assumed to need environmental review and clearance under applicable NEPA and CEQA requirements per Caltrans Local Assistance Procedure Manual (LAPM) prior to detailed design.
22) Plans showing all existing structures in public right-of-way and within close proximity to the proposed limit of work
23) Signage: On streets that will receive new bicycle striping that is different than existing, Consultants will be expected to investigate existing signs along the corridor and propose modifications or new signs commensurate with the new bike striping. Consultants may assume that signage work can be shown on combined signing/striping plan sheets.

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24) Plans showing all landscaping, trees, and irrigation pipes and valve covers 25) Plans showing landscaping details including irrigation controls and radio communications for Street Division maintenance and operation of GSI facility. 26) Obtain all applicable permits including Caltrans permits and City of Santa Clara Building Permits.
27) Agency Coordination:
a. Caltrans ROW: El Camino Real is a Caltrans facility. Work at Lincoln Avenue and El Camino Real may impact Caltrans right-of-way. Proposers should assume obtaining an encroachment permit from Caltrans for the work and performing all documents as necessary to obtain the permit. Applicable documents may include but are not limited to: ADA certification, EP Application and Checklist.
b. OBAG Funding requirements: This Projects is funded by OBAG Cycle 3 funding and will need adhere to the Caltrans Local Assistance Project Delivery Policies and Procedures. VTA requires notification of the Field Review schedule. Information can be found at the Caltrans website, https://dot.ca.gov/programs/localassistance/guidelines-andprocedures/local-assistance-procedures-manual-lapm Additional OBAG 3 program information can be found at,
https://mtc.ca.gov/funding/federal-funding/federal-highway-administrationgrants/onebay-area-grant-obag-3 28) Lessons learned from previous similar projects that were incorporated into current Project.
29) Show existing right of way line and roadway striping on the project plan. Show existing fence line, concrete sidewalk and back of walk, or any special features that may affect constructability.

Below are minimum requirements/understanding for the consultant to prepare project plans and specifications:
1) Field work collecting, confirming, and documenting all existing conditions that may impact project design.
2) Field investigation shall also include checking on the extent of the DMA delineations, including identifying possible surface runoff contributing areas such as driveways, roofs, and inlets related to private property drainage systems that could affect the size of the DMAs and concurrent sizing of the proposed GSI measures. 3) Plans showing all existing underground facilities including to but not limited to storm drain facilities, sanitary sewer facilities, overhead and underground electrical, domestic and recycle water facilities, gas mains and laterals, private communication facilities, fiber, and any other utility lines identified by outside utility companies and city internal departments Design Professional Agreement with BKF Engineers Page 14 Rev. 05-02-25
4) Plans showing all existing structures in public right-of-way and within close proximity to the proposed limit of work
5) Plans showing all landscaping, trees, and irrigation pipes and valve covers 6) Plans showing landscaping details including irrigation controls and radio communications for Street Division maintenance and operation of GSI facility. 7) Include any pothole data obtained to confirm potential utility conflicts and ideal locations for bioretention facilities.
8) Lessons learned from previous similar projects that were incorporated into current Project. 9) Show existing right of way line and roadway striping on the project plan. Show existing fence line, concrete sidewalk and back of walk, or any special features that may affect constructability.

IV. RESPONSIBILITIES OF CITY
City will provide the following information and support regarding the project as-available and applicable:
• Record drawings (as-available)
• CITY’s Standard Details, Specifications, Benchmark, and Design Criteria. • Storm Drain (SD), Sanitary Sewer (SS), Electric, Fiber, Water and Recycled Water Block Book Maps (as-available).
• Geographic Information System (GIS) data including land parcels, street centerlines, City sanitary sewers, City storm drains, and aerial photographic tiles • Payment of permit application fees with other internal departments, if required. • 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.

The Basic Scope of Services includes all professional services required to prepare construction bid documents (plans, specifications, and engineer’s estimate - PS&E) for public works bidding of the Project.

V. REQUIRED SERVICES

PROJECT MANAGEMENT
CONSULTANT shall:

PM.1 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.

PM.2 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.

PM.3 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 Design Professional Agreement with BKF Engineers Page 15 Rev. 05-02-25
milestones and shall include, but are not limited to:

PM.3.1 Kick-off Meeting
PM.3.2 Schematic Design Review Meeting
PM.3.3 65% Design Review Meeting
PM.3.4 95% Design Review Meeting
PM.3.5 Various construction meetings
PM.3.6 Punch list/Project acceptance Meeting
PM.4 Coordinate with CITY, design team members, subconsultants, 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.

PM.5 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.

PM.6 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-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.

PM.7 Provide monthly progress reports.

PM.8 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.

PM.9 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.

PM.10 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.

PM.11 Invoicing and Contract Administration: CONSULTANT administrative staff time spent Design Professional Agreement with BKF Engineers Page 16 Rev. 05-02-25
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.

PM.12 CONSULTANT’s fees for responsibilities related to Project Management shall be included in Tasks 1 through 9 identified below.

PM 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).

Task 1: Preliminary Engineering/Evaluation

1.1. Attend Project Kick-Off Meeting and provide meeting minutes for the CITY to review and approve.

1.2. Perform all necessary assessment and investigations to determine the existing conditions and propose recommendations to CITY for the improvements. Contact all regulatory agencies that will affect the proposed works to determine applicable codes and ordinances. Perform site visit to areas with new luminaires installation noted along Warburton Avenue, Lincoln Street, and intersection with RRFBs and potential signal installations.

1.2.1. Photometric Analysis - Perform photometric analysis for existing lightinglevels along with proposed lighting. The photometric analysis will identify foot candles for intersection area covered and will help identify the recommended wattage requirements for new lighting fixtures

1.2.2. Traffic Signal Warrants - In order to perform warrant analysis, turning movement counts and Average Daily Traffic (ADT) will be collected for the following locations; Scott Boulevard/Cabrillo Avenue, Scott Boulevard/Bray Avenue, and Lafayette Street/Reeve Street. Once data is collected, perform warrant analysis for intersection and provide findings to the CITY for review and approval

1.2.3. Parking Evaluation - Evaluate the existing on-street parking and identify the removal of parking impacts due to the project improvements. This parking evaluation will consist of an exhibit outlining the contiguous lengths of parking removal and estimated count of parking spots removed.

1.2.4. Pavement Exploration - Field review and marking of failed/dig out areas onthe ground. This information will be transferred to be displayed on the plans.

1.2.5. Surface Utilities/Monuments - Field review and identification of all surface utilities, monuments, valve boxes, manhole covers, vaults, etc. This information will be transferred to be displayed on the plans.

1.3. Review all necessary as-builts to understanding existing condition in order to prevent utility conflicts and changes during construction. Review street lighting as-builts for areas with new luminaires installation noted along Warburton Avenue, Lincoln Street, and Design Professional Agreement with BKF Engineers Page 17 Rev. 05-02-25
intersection with RRFBs and potential signal installations.

1.4. Meet with CITY staff to obtain additional information and input as needed. Provide all necessary design services, including but not limited to landscape, civil, structural, and electrical design. This includes one (1) field meeting to review existing irrigation and locations of green stormwater infrastructure with CITY staff. Additionally, we anticipate two (2) field meetings to review locations for traffic signal upgrades, new traffic signal locations and RRFB locations.

1.5. Perform needed topographic survey for existing site, plans, layout, and final approved improvements (from the evaluation/recommendation) for use as base layout for the design plans. Determine existing drainage paths including high and low elevation points from topographic survey. CONSULTANT will obtain an aerial topo for the project site and supplement this with field topographic survey of the proposed curb ramp and traffic signal equipment locations. The field survey will locate existing features, including, but not limited to, curb ramps, curbs and gutters, trees, utilities, fences, pavement, drainage structures, trees, monuments, street signs, and other features required to design the Project. In addition, the field survey will identify pedestrian street crossing slopes, which we be used to evaluate against ADA standards. As part of the survey services, CONSULTANT will provide easement dedications documents for the proposed GSI facilities for up to one (1) location, which includes providing the legal documents that will be reviewed and coordinated with the City of Santa Clara Land and Property Development Division for recording.

1.6. Complete the CEQA requirements to satisfy the environmental requirements as detailed in the Caltrans Local Assistance Procedure Manual (LAPM).

1.6.1. General - The stormwater treatment component is not receiving federal funding; therefore, only CEQA compliance is necessary. The City of Santa Clara will be the CEQA lead agency. DJP&A proposes to prepare a CEQA Categorical Exemption under Section 15304 Minor Alterations to Land for the stormwater treatment component. As part of this work, CONSULTANT will complete a record search, Sacred Lands File Search, and prepare an Archaeological Sensitivity Assessment. This assessment will be used to support the CE finding that the project would not in a substantial adverse change in the significance of a historical resource. DJP&A will prepare a memo documenting that the project meets all the qualifications for the CEQA Categorical Exemption and the Notice of Exemption (NOE). DJP&A will submit the memo and NOE to City staff for one round of review. After project approval, DJP&A will file NOE at the County Clerk and State Clearinghouse.

1.6.2. California Environmental Quality Act Environmental Review - The City of Santa Clara will be the CEQA lead agency. Given the nature of the proposed bicycle and pedestrian improvements, we believe the project wouldqualify for a CEQA Statutory Exemption. Preliminary review indicates the Project is “Pedestrian and bicycle facilities that improve safety, access, or mobility, including new facilities, within the public right-of-way” as defined under Public Resources Code 21080.25(b)(1) and, therefore, would be statutorily exempt from CEQA. DJP&A will prepare a memo documenting that the project meets all the qualifications for the CEQA Statutory Exemption and the NOE. DJP&A will submit the memo and NOE to City staff for one round of review. After project approval, DJP&A will file the NOE at the County Clerk and State Clearinghouse.

1.6.3. National Environmental Protection Act - Caltrans (Office of Local Assistance) will be the NEPA lead agency. As described below, DJP&A will complete the Caltrans Office of Local Assistance PES/Field Review process and prepare the Design Professional Agreement with BKF Engineers Page 18 Rev. 05-02-25
supporting documentation necessary for Caltrans to issue a NEPA Categorical Exclusion for the project.

DJP&A will work with the project team to develop a project description for submittal to Caltrans. DJP&A will prepare the Caltrans’ Preliminary Environmental Study (PES) form and attend one formal Caltrans Field Review for the proposed project. The PES form will include the visual impact questionnaire, United States Fish and Wildlife Service (USFWS) list of federally listed species, Federal Emergency Management Agency (FEMA) floodplain maps, and hazardous materials database mapping.

Based on our recent experience working on Caltrans Local Assistance Projects in District 4, we believe Caltrans will require the following documentation:
▪ Air Quality – PM 2.5 Email from MTC
▪ Cultural Resources – Area of Potential Effects (APE), ArchaeologicalSurvey Report (ASR), and Historic Properties Survey Report (HPSR) ▪ Signed letter from City confirming implementation of the mitigation commitments recommended by Caltrans.

The Metropolitan Transportation Commission (MTC) air quality conformity questionnaire will be completed by the City/project engineer and submitted to MTC Air Quality Conformity Task Force.

Archaeological/Historical Consultants (A/HC), under contract with DJP&A, will prepare the APE map, ASR, and HPSR. The cultural resources reports will be prepared based on the Caltrans’ SER and submitted to the CITY for review, revised once, and then submitted back to the CITY for submittal to Caltrans. This scope does not include subsurface archaeological resource testing. If based on the findings of the ASR, Caltrans determines subsurface archaeological resource testing (i.e., XPI Proposal and XPI Testing) is necessary, these studies could be provided as an optional service (see optional Task 11 information below).

After Caltrans receives the mitigation commitment letter from the CITY and PM

2.5 Email from MTC and the cultural resources reports are deemed complete, Caltrans will issue the NEPA Categorical Exclusion for use by the City in obtaining federal funding.

1.6.4. Meeting Attendance - This scope includes attendance at the Caltrans Field Review (see above) and up to three meetings with the project team during completion of the above-described tasks. The scope also includes A/HC attendance at up to three Native American consultation meetings. This scope does not include public hearing or scoping meeting attendance.

1.7. 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 of 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 will be impacted by the work, to identify existence of utilities within the roadbed and potential for vertical conflicts against the selected pavement treatment, and to identify if there are any high-risk utilities within the project limits that may be impacted by the work.

1.8. All data collected from the field shall be provided to the CITY for records. Prior to performing data collection, CONSULTANT shall provide a work plan to the CITY Design Professional Agreement with BKF Engineers Page 19 Rev. 05-02-25
for review and approval. No work shall be performed unless authorized by the CITY. After compiling information related to the project, CONSULTANT will provide a confirmation of concept plan to the CITY for review and confirmation of proposed improvements prior to proceeding with 65% design.

1.9. Provide C.3 calculations and method used to determine bioretention sizing. Provide technical specifications. C.3 Calculations will be per the latest approved Santa Clara Valley Urban Runoff Pollution Prevention Program (SCVURPPP). Recommendationswill be summarized in a Stormwater Treatment Design Criteria Memo. CONSULTANT will include an operations plan and maintenance plan to be accepted by the City.

1.10. Geotechnical engineering for soil characterization and pavement characteristics shall include the following:

1.10.1. Exploratory Borings - CONSULTANT will drill, log, and sample 12 exploratory borings using conventional truck-mounted, hollow-stem drilling equipment. Site access will be provided for us. Our conventional borings will extend to depths of approximately 2 to 6 feet below the existing AC pavement or practical drilling refusal. Practical refusal can be due to obstructions, very dense soil condition, and/or equipment limitation. We will collect soil samples from our borings for visual classification and laboratory testing.

1.10.2. Utility Clearance - CONSULTANT will mark out boring locations at least two working days prior to beginning our explorations as required by law, and notify the regional utility notification center – Underground Service Alert (USA), and you, so that public and private utilities can be identified and marked at the ground surface. Where practical we will mark our locations in white paint, or otherwise designate our exploration locations, as requested by USA. Utility operators/ owners are required by law to mark their utilities at the ground surface prior tothe start of work. To reduce the risk of damaging unidentified underground utilities during drilling, we will also contract with a private utility locator to screen our exploration locations for utilities. We are not responsible for damage to utilities that are not clearly identified. We also request that you forward a copy of utility location plans or drawings, if available, to aid in determining our exploration locations.

1.10.3. Permits, Site Access, and Disposal of Drill Spoils - The work is being performed for the City of Santa Clara. As noted in the RFP, we will obtain and encroachment permit with the city. However, we understand variousfees associated with street closure, bonds, and encroachment permits will be waived by the CITY.

Locations of explorations will be backfilled with cement grout and top with dyed concrete to match.

CONSULTANT assumes clear site access will be provided for our equipment at the time of drilling. Exploration equipment is typically heavy, and drilling is a destructive process that disturbs surface soils and other improvements. For this proposal, site restoration is limited to general clean-up and does not include the restoration of the site to its original conditions including AC hot or cold patch.

During site exploration, spoils generated will be stored in 55-gallon drums for laboratory testing and offsite disposal. Testing and disposal of excess soil Design Professional Agreement with BKF Engineers Page 20 Rev. 05-02-25
cuttings is provided as a separate line in Table 1 for your planning.

1.10.4. Traffic Control - Included in this scope of work is the approximate cost to provide full traffic control for this work. The cost shown is for a full 8-hour workday, Monday through Friday during normal work hours, including lane closure, as needed, and signage. CONSULTANT will work with the City to assist in the preparation of a basic traffic control plan, if required. Our traffic control plan is not intended to meet Caltrans’ requirements. CONSULTANT has estimated a total of three (3) days for the exploration and testing.

1.10.5. Environmental Conditions - If environmental contamination or other specific conditions exist at the site, please notify us prior to exploration so that we can take the proper health and safety precautions during our exploration of the site. This proposal specifically excludes the assessment of environmental characteristics at the site, particularly those involving hazardous substances.

If obviously impacted materials are encountered during our geotechnical exploration, we will discontinue our work and notify you of the condition encountered. CONSULTANT will proceed with geotechnical scope of work once we mutually agree to do so. Added costs incurred because ofsuspected hazardous substances will be charged on a time-and-expense basis over and above the established fees for the site investigation.

1.10.6. Laboratory Testing - To evaluate the index and engineering properties of site soils, the following laboratory tests are anticipated:
▪ In-situ Moisture/Density tests, American Society for Testing and Materials (ASTM) D2937 Test Procedure
▪ Grain Size Distribution tests, ASTM D1140 and D422
▪ Atterberg Limit tests, ASTM D4318
▪ Pavement Resistance, R-Value, Testing, Cal 301 (four tests) ▪ Permeability Tests, ASTM D5084 and/or D2434

1.10.7. Engineering Analysis And Report Preparation - A report will be prepared with our conclusions and recommendations. The report will include the following:
▪ Site plan showing exploratory boring locations
▪ Logs of exploratory borings, including depth to ground water ▪ Laboratory test results
▪ A detailed discussion of our findings and recommendations, including:
▪ Site conditions
▪ Subsurface conditions
• Soil hydraulic conductivity
• Site preparation and earthwork recommendations
• Temporary shoring design parameters
• Flexible asphalt and rigid concretepavement recommendations

1.11.CONSULTANT will perform the following as part of the Agency Coordination and Permitting:

1.11.1. Caltrans Encroachment Permit – Since El Camino Real is a Caltrans facility, Design Professional Agreement with BKF Engineers Page 21 Rev. 05-02-25
work at the Lincoln Avenue and El Camino Real may impact Caltrans ROW,and we assume a Caltrans encroachment permit will be required. CONSULTANT will prepare and submit required documents to obtain a standard encroachment permit from Caltrans. It is assumed by the CONSULTANT that Caltrans will allow the project to be processed through the encroachment permit office process (EPOP) with a permit application review and that design engineering evaluation report (DEER) or a PSR-PDS will not be required by Caltrans. CONSULTANT assumes that the Caltrans Encroachment Permit will be straightforward (under $1M) and no Design Standard Decision Documentation (DSDD) will need to be prepared for the project.

1.11.2. Federal Aid Documentation - CONSULTANT will provide support to the City in preparing and submitting accurate and complete documentation in support ofthe OBAG 3 Federal grant for construction. BKF assumes that all work will be within the public right of way.

1.11.3. Caltrans Construction Authorization - CONSULTANT will coordinate the E-76 request for Construction Authorization for the Project. CONSULTANT will be the lead in preparing all documentation for CITY review, and the CITY will submit documentation to Caltrans. This includes
▪ Preparation of the Preliminary Environmental Study (PES) documents (LAPM Chapter 6)
▪ Preparation of the Field Review forms (LAPM Chapter 7) ▪ Calculation of the DBE goal (LAPM Chapter 9)
▪ Preparation of the PS&E certification and checklist (LAPM Chapter 12) ▪ ROW Certifications (LAPM Chapter 13)
▪ Preparation of the RFA package
Task 1 Deliverables – Electronic format:

1. Preliminary plans – One (1) PDF

2. Conceptual Layout, Signal/RRFB, Signing and Striping Plans

3. Preliminary cost estimate – One (1) PDF

4. Project schedule – One (1) PDF

5. Field notes and photographs

6. Photometric Analysis (Lighting Study)

7. Signal Warrant Analysis Findings

8. Parking Study Findings

9. C.3 calculations and method used to determine bioretention sizing in a Stormwater Treatment Design Criteria memo.

10. Plat and Legal Description Easement Dedication

11. E76 Forms
Design Professional Agreement with BKF Engineers Page 22 Rev. 05-02-25
Task 2: 65% 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.

2.1. Prepare 65% construction documents and supporting information for the CITY’s review.

Consultants shall follow CITY’s Design Criteria and plan format to prepare 65% Plans and supporting information for the CITY’s review. In addition to the cover page, notes, key map and typical sections, CONSULTANT anticipates the following plans with details of major design components will be prepared for the 65% submittal:

Layout plan with identify all major construction features including curb ramp and sidewalk construction, edge conditions, dig outs, and intersection conforms. Layout plans will also identify proposed pavement rehabilitation methods and itemize irons to be adjusted to grade within the pavement resurfacing areas.

Traffic signal installation/modification and RRFBs installation plans for seven intersections will be prepared as listed below:
▪ Scott Boulevard and Cabrillo Avenue;
▪ Scott Boulevard and Royal Avenue;
▪ Scott Boulevard and Warburton Avenue;
▪ Scott Boulevard and Bray Avenue;
▪ Monroe Street and Cabrillo Avenue;
▪ Monroe Street and Warburton Avenue;
▪ Lafayette Street and Parker Court;
Depending on the outcome of the signal warrant study, signal modification plans could also be prepared for the following location as an optional service (see optional Task 10 information below):
▪ Lafayette Street and Reeve Street;
The plans will include base layouts showing controllers, service enclosures, poles, pull boxes, signals, detection systems, conduits, and conductors. Plans will be drawn at 1”=20’ scale, using Caltrans and City of Santa Clara standards, and will include conduit/ wiring and pole/equipment schedules. BKF will work closely with SVP to incorporate new service point into the traffic signal plans. SVP developer work drawings will be required for new and modified traffic signal systems and will need to be designed by CONSULTANT and reviewed and approved by SVP. The SVP developer work drawings approval process requires the CONSULTANT to coordinate with the Public Works project manager and SVP electric department to submit each submittal of electrical drawings separate from the civil utility plans.

RRFBs are assumed to be solar-powered per RFP Q&A. CONSULTANT also assumes the CITY will provide existing as-builts, and signal timing is excluded from the scope.

Signing and striping plan along Warburton Ave and Lincoln St based on the proposed geometry and the RFP will be prepared. The plan will be drafted at a scale of 1”=40’ to ensure clarity. All signage will follow the California MUTCD 2014, Revision 9, and all striping will conform to the latest 2024 Caltrans Standard Plans, as well as applicable standards from Caltrans and the City of Santa Clara.

BKF will also incorporate the latest plans from Scott Boulevard and the approved plans Design Professional Agreement with BKF Engineers Page 23 Rev. 05-02-25
from Lafayette Street into the current project design to ensure seamless coordination between multiple projects.

Traffic control plans for the proposed off-site civil improvements, including pavement reconstruction, and utility installations will be prepared. The traffic control plans will be prepared at a scale of 1” = 40’ to ensure clarity. All signage will conform to the CA MUTCD 2014, Revision 9. CONSULTANT assumes that traffic signal-related construction and street resurfacing (i.e. grind & overlay, micro-surfacing, and slurry seal) will be provided by the respective Contractors and is therefore excluded from this scope.

Based on our experience collaborating with the City of Santa Clara, we have identified the need for traffic control design services as outlined below:
▪ Preparing detailed traffic handling plans for the proposed off-site civilimprovements, including pavement reconstruction, and utilities installations ▪ Applying traffic control design per CA MUTCD, City of Santa Clara requirements, and Caltrans standards
▪ Maintaining of vehicular, transit, bicycle, and pedestrian traffic throughout construction, including ingress/egress for properties (driveways) and businesses ▪ Minimizing impact to the traveling public and ensuring adequate circulation forlocal traffic, delivery trucks, buses, and emergency vehicles Planting and irrigation plans will be prepared by CONSULTANT that will include point of connections, new equipment or upgrades as required, mainline routing and the associated city standard irrigation details. Planting design and plant palette shall conform to the existing plant palette. City standard planting details will also be included. GSI areas will be coordinated with utilities and drainage infrastructure requirements. CONSULTANT will provide recommendations and design for installation of GSI (bioretention facilities) including:
▪ Identifying drainage management areas for sizing GSI facility, domestic irrigation water connections,
▪ Landscape plans that will incorporate recommendations from a City coordinated thirdparty (SFEI -San Francisco Estuary Institute), ▪ Low voltage power connection from Silicon Valley Power (SVP) underground street light conduit or overhead electric wire,
▪ Integration of GSI with proposed pedestrian safety facilities, and ▪ Public educational permanent signage for at least one GSI facility Lighting/Electrical Plans with Photometrics will be provided for the street lights affected by the project as well as the proposed crosswalk and signal safety lighting locations.

Interconnect/Fiber Plans will be provided that document the wiring needed for the proposed signal interconnect between existing signal cabinets to the proposed traffic signal systems.
65% Plans shall include all existing utilities on-site and immediate surrounding off-site areas. Pertinent background information as relating to proposed improvements such as, but not be limited to, layouts, fence, gate, pedestrian pathway, property lines, site entrance/exist driveway, adjacent streets shall be shown. A list of anticipated design plans are as follows:
▪ Cover Sheet
▪ Notes and Legend
▪ Typical Sections
Design Professional Agreement with BKF Engineers Page 24 Rev. 05-02-25
▪ Demolition Plan
▪ Layout Plan
▪ Traffic Signal Installation/Modification Plans
▪ RRFB Installation Plans
▪ Signing and Striping Plans
▪ Street Lighting Design Plans and Detail Sheets
▪ Fiber Interconnect Plan Sheets
▪ Fiber Interconnect Detail Sheets
▪ Fiber Interconnect Splice Diagrams Sheets
▪ Traffic Control Plans
▪ Planting, Irrigation, and Landscape Plans with equipment legends ▪ Construction Details

2.2. 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.

2.3. Prepare project estimate that includes an itemized list of bid items. The Project estimate shall be accurate and prepared based upon current construction pricing and escalated to mid construction. 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 estimate.

The Project estimate shall consider the following factors:
▪ Recent similar projects bided in the Bay Area, especially in the South Bay ▪ Current economic trend
▪ When the Project will be bided
▪ When construction will occur
▪ The risks that contractors need to consider for the Project

2.4. Develop Project schedule. Schedule shall include all needed times to complete all tasks, including CITY’s review times, permitting process, and construction period. A preliminary schedule is included in this proposal.

2.5. 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.

2.6.1. 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.

2.6.2. 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 65% 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 submittal shall be revised as appropriate to incorporate CITY’s comments.

Design Professional Agreement with BKF Engineers Page 25 Rev. 05-02-25

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

2.7. CONSULTANT is required to coordinate with Underground Service Alert to mark all locations requiring new signal pole and cabinet foundations. All potential utility conflicts shall be discussed with the CITY and coordinated with each respective utility agency to clear all conflicts. The project plan shall clearly identify all existing utilities that will beand potentially be impacted during construction. Under this requirements, it is assumed by CONSULTANT that at least 1 pothole per cabinet location will be authorized by the CITY.

USA will not call in markings unless the is field work (digging) involved.

Task 2 Deliverables – Electronic format:

1. 65% Plans – One (1) PDF and one (1) AutoCAD file.

2. 65% Specifications – One (1) PDF and one (1) Microsoft Word file.

3. 65% Engineering cost estimate – One (1) PDF and one (1) Microsoft Excel file.

4. SVP Developer Work Drawings

5. Project schedule – One (1) PDF and one (1) Microsoft Project file.

6. Quality control checklist for 65% PS&E submittal – One (1) PDF and one (1) Microsoft Word or Excel file.

7. Miscellaneous Project information (as requested).

8. Meeting minutes – One (1) PDF and one (1) Microsoft Word file.

9. Required information to the City’s Project Specific Specification Book Task 3: 95% Construction Documents
Based on CITY’s comments and direction on the 65% PS&E, CONSULTANT shall revise the 65% PS&E to produce the 95% PS&E. Consultant shall:

3.1. Prepare 95% construction documents and supporting information for the City’s review and approval. CONSULTANT shall update the plans from 65% submittal. Construction details of proposed improvements shall be included in the 95% Plans.

3.2. Provide technical specifications. 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.

3.2.1. 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 shall include, but not be limited to, the followings:
▪ Description of work – summary only
▪ Type of Contractor’s License required
▪ Construction Duration for substantial completion and final completion ▪ Bid schedule without engineer’s estimate in excel spreadsheet ▪ Bid schedule with engineer’s estimate in excel spreadsheet ▪ Requirements for Contractor’s Statement of Qualifications (e.g. experience requirements for similar work and contract values)
▪ Identification of any changes to the City’s standard specifications that are required
Design Professional Agreement with BKF Engineers Page 26 Rev. 05-02-25

3.3. Prepare an updated engineering cost estimate.

3.4. Prepare an updated project schedule.

3.5. Meet with CITY staff, as needed, to review CITY comments on 95% submittal and gain concurrence as to how the documents will be revised as appropriate to incorporate CITY comments.

3.5.1. CONSULTANT assumes one (1) coordination meeting with City staff for resolution of comments.

3.5.2. 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.

3.5.3. Provide written response matrix to City’s comments on 65% PS&E.

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

Task 3 Deliverables – Electronic format:

1. 95% Plans – One (1) PDF and one (1) AutoCAD file.

2. 95% Specifications – one (1) PDF and one (1) Microsoft Word file.

3. SVP Developer Work Drawings

4. Structural Calculations (if required) – One (1) PDF.

5. 95% Engineering Cost Estimate – One (1) PDF and one (1) Microsoft Excel file.

6. Updated Project Schedule – One (1) PDF and one (1) Microsoft Project file.

7. Quality control checklist for 95% design submittal.

8. Written response matrix – One (1) PDF and one (1) Microsoft Word or Excel file Task 4: 100% Construction Documents
Based on CITY’s comments and direction on the 95% PS&E, CONSULTANT shall revise the 95% PS&E to produce the 100% PS&E. CONSULTANT shall:

4.1. Prepare 100% construction documents and supporting documents.

4.1.1. Phase percentage statement such as “100% Plans. Not for Construction” shallbe removed from the 100% Plans and each sheet of the plans set shall be stamped and signed by the CONSULTANT’s Engineer of appropriate discipline.

4.2. Specifications shall be stamped and signed (on Document 00030 – Seal) by CONSULTANT’s Project Engineer.

4.3. Prepare an updated Engineering Cost Estimate with backups and justifications for unit pricing.

4.4. Prepare an updated Project Schedule.

4.5. Meet with CITY staffs as needed to review CITY comments on 100% submittal andgain concurrence as to how the documents will be revised as appropriate to incorporate CITY comments.

4.5.1. CONSULTANT assumes one (1) coordination meeting with CITY staff for resolution of comments.

4.5.2. 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 BKF Engineers Page 27 Rev. 05-02-25

4.5.3. Provide written response matrix to CITY’s comments on 95% PS&E.

4.6. 100% PS&E shall be Peer reviewed and Certification of Peer Review shall besubmitted with the 100% Submittal.

A statement to indicate Peer Review has been performed and name, signature, and title 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.”

4.7. 100% plans will be submitted to the Building Division for review in order to obtain a building permit for new electrical meters and for bioretention on City owned parcel, if applicable.

4.7.1. Prepare and submit Special Inspection Form for the Project, if applicable.

4.8. Provide Documents for City’s PS&E approval process. Required documents are, but not be limited to, engineer’s estimate using the schedule of quantities format, recent similar project bid summaries to validate engineer’s estimate, consultant Peer Review Certification, consultant Lessons Learned from other similar projects that were applied to this Project.

4.9. The CITY shall review the 100% Design Submittal Package (Plans, Specifications, Engineer’s cost estimate, and Project bid and construction schedule) to ensure thatall comments and issues have been rectified.

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

Task 4 Deliverables – Electronic format:

1. 100% Plans– One (1) PDF and one (1) AutoCAD file.

2. 100% Specifications– One (1) PDF of wet-signed/stamped, A-size and one (1) Word file.

3. Plat and Legal for GSI easement

4. Structural Calculations (if required) – One (1) PDF

5. Certification of Peer Review – One (1) PDF

6. 100% Engineering Cost Estimate – One (1) PDF and one (1) Microsoft Excel file

7. Written response matrix – One (1) PDF and one (1) Microsoft Word or Excel file.

8. Quality control checklist for 100% design submittal.

9. Special Inspection Form – One (1) PDF

10. Updated Project Schedule – One (1) PDF and one (1) Microsoft Project Schedule Task 5: Bid Documents
The Bid Documents shall incorporate all comments from the City including comments from Public Works, Sewer and Water, SVP, and any other stakeholders that are involved in the Project. Based on CITY’s comments and direction on the 100% PS&E, Consultant shall revise the 100% PS&E to produce the Bid Documents. CONSULTANT shall:

5.1. Incorporate City review comments of 100% PS&E into Bid Documents.

5.2. Prepare building permit resubmittal package incorporating comments and instructions Design Professional Agreement with BKF Engineers Page 28 Rev. 05-02-25
from the building division.

5.3. Prepare Bid Documents (P&S).

5.3.1. CONSULTANT assumes one (1) coordination meeting with City staff for resolution of comments.

5.3.2. Bid Plans shall be wet stamped and signed by the CONSULTANT’s Engineer of appropriate discipline. Plans shall be drawn to scale and plotted onto D-size sheets.

5.3.3. Bid Specifications shall be wet stamped and signed (on Document 00030 – Seal) by Consultant’s Project Engineer.

5.3.4. Final Engineer’s Estimate

5.4. 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 format:

1. Bid Plans – One (1) PDF of wet-signed/stamped, D-size and one (1) AutoCADfile.

2. Bid Specifications – One (1) PDF of wet-signed/stamped, A-size and one (1) Wordfile.

3. Written response matrix – One (1) PDF and one (1) Microsoft Word or Excel file.

4. Quality control checklist for bit set submittal.

5. Special Inspection Form

6. List of potential contractors with detailed information, which include emails, phone numbers, address, and contact name.

Task 6: Bid and Award Phase Assistance
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, 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 one Pre-Bid Conference/Site 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 6 Deliverables – Electronic format:

1. Written response to bidder’s inquiries – Signed PDF.

2. Support information for addenda – Signed PDF.

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

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.

Design Professional Agreement with BKF Engineers Page 29 Rev. 05-02-25
Task 7: Construction Phase Assistance
CONSULTANT’s responsibility to provide basic services for the construction phase under this Agreement commences with the “Notice to Proceed” (NTP) of the contract for construction and terminates on the date the CITY approves the certificate of completion of the Project.

CITY is lead in construction management and administration and CONSULTANT will assist the CITY in providing administration of the contract for construction. Duties, responsibilities and limitation of authority of CONSULTANT shall not be restricted, modified, or extended without written agreement of the CITY.

7.1. CONSULTANT shall attend the Pre-construction meeting.

7.2. CONSULTANT shall visit the site three times during construction. During these site visits, CONSULTANT shall attend job progress meetings, pre-submittal meetings, preinstallation meeting, and other meetings as required by the CITY. CONSULTANT’s structural, civil, and electrical sub-consultants 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 six (6) 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 promptness so as to cause no delay in the work, while allowing sufficient time in CONSULTANT’sjudgment to permit adequate review. The CONSULTANT will be allowed a maximum of seven (7) calendar days for review of submittals. CONSULTANT’s review shall not constitute review of safety precautions or, unless otherwise specifically stated by CONSULTANT, of construction means, methods, techniques, sequences or procedures. CONSULTANT’s review of specific items shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the contract documents, CONSULTANT shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the contract document.

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 that impact the Project schedule or a maximum of fourteen (14) calendar days to respond to RFIs and RFSs that do not impact the Project schedule.

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.

Design Professional Agreement with BKF Engineers Page 30 Rev. 05-02-25
Task 7 Deliverables – Electronic format:

1. Signed PDFs of Reviewed Contractor Submittals, Shop Drawings, RFIs, RFSs, and Field Instructions.

2. Signed PDFs of COs’ recommendations.

3. Signed PDFs of Field reports by Consultant and sub-consultants.

Task 8: Post-Construction Phase
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.

CONSULTANT’s decisions with CITY approval on matters relating to aesthetic effect may be final if consistent with the intent expressed in the Contract Documents.

8.1.1. 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.

8.2. 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.

8.3. 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.

8.4. CONSULTANT shall at completion of the Project, provide CITY with one set of reproducible Record Drawings (RDs) on good quality bond paper that reflect the changes to the work during construction based upon marked up prints, drawings and other data furnished by the Contractor and CITY. CONSULTANT shall use the original Title sheet for the RDs set. If CONSULTANT adds additional sheets to the Plans, these shall be properly numbered, properly referenced on other affected drawings and included in the drawing index. CONSULTANT may, at its own expense, prepare and retain a copy of each drawing for its permanent file.

8.4.1. Provide a complete set of the Record Drawings and all X-ref files “bound,” including other associated fonts, plot style files on AutoCAD, including electronic copies in PDF format. CONSULTANT may, at its own expense, prepare and retain a copy of each drawing for its permanent file.

Task 8 Deliverables – Electronic format:

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 CD/DVD.

OPTIONAL SERVICES
Task 9: Optional Utility Investigations and Potholing

9.1. Utility Investigations and Potholing
CONSULTANT will prepare a potholing plan and submit it to the CITY for approval. Upon Design Professional Agreement with BKF Engineers Page 31 Rev. 05-02-25
receiving CITY approval, Consultant will conduct up to fifty (50) potholes to locate existing underground utilities. CITY will provide encroachment permit (no fee) for the field work.

Traffic control shall be provided by the CONSULTANT for the field exploration work as per CITY permit conditions. The potholes shall be back filled with cement grout or cold patch AC. The following is included in this task:
▪ Obtain a City of Santa Clara encroachment permit (assumed no fee). ▪ Mark out the borings in white paint and call in USA North Utility Notification a minimum of 72 hours before the start of the field work.
▪ CONSULTANT has outlined a price per pothole.

Deliverables:

1. Potholing Plan

2. Potholing Data (to be included in Utility Plans and Utility Report).

Task 10: Optional Intersection and Signal Improvement Plans for Lafayette/Reeve

10.1. Intersection and Signal Improvement Plans for Lafayette/Reeve If the City decides to proceed with installation of a signal at the intersection of Lafayette Street and Reeve Street, CONSULTANT will prepare layout plan, traffic signal installation plan, and signing/striping plan for these improvements. CONSULTANT notes the following design constraints and considerations for this location. ▪ West leg with the combined driveway for 2 properties will be a challenge for the signal operation design
▪ Limited space at the southwest and southeast corners may require ROW or easement acquisition
▪ Concentration of overhead powerlines will present challenges to achieve CITY/IES lighting standard for a signalized intersection
▪ Limited space at the southwest and southeast corners will require additional coordination with utilities
CONSULTANT notes the following exceptions for this optional service:
▪ Excludes application fees
▪ Excludes utility underground design
▪ Excludes public outreach for the driveways/properties effected ▪ Excludes traffic operations and simulation studies for the proposed layout Deliverables:

1. Preliminary, 65%, 95%,.100%, and Bid Plans
Task 11: Optional XPI Testing

11.1. XPI Testing
If Caltrans requires XPI testing, an XPI proposal will be prepared for archaeological testing in the project area’s archaeologically sensitive areas. The testing method is assumed to be geoprobes in the sections of the project corridor covered with impervious surfaces and backhoe trenches in accessible areas. This scope assumes 1 week (five days) of testing.

Upon Caltrans’ approval of the proposal, Extended Phase I testing will be completed, and Design Professional Agreement with BKF Engineers Page 32 Rev. 05-02-25
the results will be incorporated into the Archaeological Survey Report. If resources are identified during the Extended Phase I investigation, an Assumption of Eligibility, ESA Action Plan, or other Caltrans Section 106 documents may be necessary, and will require an amendment to this scope of work.

Design Professional Agreement with BKF Engineers Page 33 Rev. 05-02-25

ASSUMPTIONS
CONSULTANT’s services are limited to those expressly set forth in the scope. For the scope of work and fee identified, we have assumed the following:

1. All permits and fees to be paid by the CITY.

2. Designs will be based on the 2024 Caltrans Standard Plans, Specifications, and Revised Standard Plans.

3. Designs will be based on 2014 California Manual on Uniform Traffic Control Devices (CA MUTCD), Revision 9.

4. Arborist report and tree surveys are excluded.

5. Modifying existing irrigation at the adjacent private properties is excluded and is not part of the scope of work.

6. RRFBs are assumed to be solar-powered per RFP Q&A.

7. Survey Services assumptions
i. Site Access: CONSULTANT will need to be provided site access, especially to any fenced or restricted access areas.
ii. Resolved Boundary Survey: CONSULTANT is excluding a boundary survey. iii. Record (Paper) Boundary: CONSULTANT is excluding providing any record (paper) boundary or easement information.
iv. Easements: CONSULTANT is excluding plotting of any record easements. v. Construction Staking: CONSULTANT is excluding any construction staking related services.
vi. Easement by Separate Instrument (Plat and Legals): CONSULTANT is excluding the preparation of any easements by separate instrument (plat and legals), except for those listed in the above scope.
vii. Record of Survey: As CONSULTANT is not providing any boundary survey, CONSULTANT is excluding the preparation and filing of a Record of Survey. viii. As-Built Survey: CONSULTANT is excluding the preparation of any post-construction/asbuilt surveys.

Design Professional Agreement with BKF Engineers Page 34 Rev. 05-02-25

8. CONSULTANT assumes the CITY will provide existing as-builts.

9. Signal timing is excluded from the scope.

10. The limit of work is limited to the direct green storm water infrastructure area LQ1-A & B, LQ2, LQ3-A & B, and LQ4 as listed on page 8 and identified in Figure A-2 and A-3 of Attachment (A) of the RFP.

11. The bicycle and pedestrian improvements project involves minor improvements within the existing public right-of-way.

12. The NEPA and CEQA processes will be limited to evaluation of one build alterative.

13. The project will not impact any threatened or endangered plant or animal species, or habitat utilized by such species.

14. No trees will be removed by the project.

15. The bicycle and pedestrian improvements project will be eligible for a Categorical Exclusion (CATEX) under the NEPA.

16. The bicycle and pedestrian improvements project will be eligible for a Statutory Exemption (SE) under CEQA.

17. The green stormwater infrastructure project will be eligible for a Categorical Exemption (CE) under CEQA.

18. The City will be the Lead Agency under CEQA for both the bicycle and pedestrian improvements and green stormwater infrastructure projects.

19. Preparation of the ASR-HPSR will not require additional research to identify resources, an Extended Phase I investigation, Assumption of Eligibility, ESAAction Plan, or other Caltrans Section 106 processes.

20. The City will agree to implement the mitigation commitments recommended by Caltrans.

21. CONSULTANT assumes that one (1) BPAC review will take place at the 65% to 95% PS&E design milestone but CONSULTANT will not be required to attend BPAC meetings.

22. The Caltrans Encroachment permit will be a standard, straight forward permit and that no Design Standard Decision Documentation (DSDD) will need to be prepared for the project..

Design Professional Agreement with BKF Engineers Page 35 Rev. 05/05/25

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 $1,220,000. The amount billed to City for pre-approved Additional Services shall not exceed the sum of $183,000. In no event shall the amount billed to CITY by CONSULTANT for services under this Agreement exceed $1,403,000, subject to budget appropriations.

Billing shall be on a monthly basis based on the services performed for each task. Consultant shall, during the term of this Agreement, invoice the CITY for hours and dollars of work completed under this Agreement. The invoice shall describe the Task invoiced, percent complete of the Task, time and materials expended by Task, and total amount during the invoice period. The invoice shall also show the total to be paid for the invoice period. All invoices shall provide a written description of work performed during the invoice period, deliverables completed, and progress to date on Tasks being invoiced in order to support the amount invoiced.

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 time and materials not-toexceed basis.

The Consultant fee allocated to each Task, as shown below, shall be the Consultant full compensation for all the Consultant services required by this Agreement, as directed by the City, and no additional compensation shall be allowed. City may reallocate budget from Tasks to other Tasks or to or from additional services. The Consultant shall bill time and materials spent on a Task under the appropriate Task and will not be allowed to charge to future or inactive tasks unless approved in writing by City. The Consultant shall provide a summary of dates and hours charged per date by individual, and individual timesheets, if requested by City.

The hours and amounts charged to each Task shall be proportionate to the services rendered.

Tasks denoted as Optional Tasks, as stated in Exhibit A, require pre-approval in writing by City prior to performing any services under the task. Payment for any Optional Task is allowed only if written authorization is given by the City in advance of the work to be performed. Fees for Optional Tasks shall be considered as Basic Services.

The total amount of all the Tasks is a not-to-exceed amount. Figures in the following table include all Subconsultant costs, reimbursable expenses, and administrative markups. The following table is a summary of the Tasks based upon the Proposal and revised workplan submitted by BKF, and agreed by City and Consultant, incorporated herein by reference.

Consultant shall invoice time and expenses according to the subtasks identified in the Proposal. The time and expenses billed for subtasks may vary above or below the fees identified on the Estimated Project Cost provided that the total billed for all subtasks billed under a Task remains within the Fee established for the Task. Upon mutual agreement between City and Consultant in writing, subtasks may be combined as needed to facilitate Consultant invoicing.

Design Professional Agreement with BKF Engineers Page 36 Rev. 05/05/25
Description of work and task Cost Estimate
Task No. 1 – Preliminary Engineering/Evaluation $295,619 Task No. 2 – 65% Construction Documents $203,905
Task No. 2 – 95% Construction Documents $150,913
Task No. 4 – 100% Construction Documents Package $115,477 Task No. 5 – Final Bid Documents $58,374
Task No. 6 – Bid and Award Phase Assistance $24,056
Task No. 7 – Construction Phase Assistance $58,500
Task No. 8 – Post-Construction Phase $25,021
Task No. 9 - Optional Services: Pothole $145,010
Task No. 10 - Optional Services: Signal Design (Lafayette & Reeve)
$79,820
Task No. 11 - Optional Services: XPI Testing $63,305
TOTAL $1,220,000
In no event shall the amount billed to City by Consultant for Basic Services under this Agreement exceed one million two hundred twenty thousand dollars.($1,220,000), subject to budget appropriations.

III. REIMBURSABLE EXPENSES
Reimbursable Expenses shall not be allowed to be billed to the Project and all costs are covered under Basis Services.

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 price.

Monthly billing for Additional Services shall be consistent with the terms 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 $183,000 without approval by the City.

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

Rates by classification are listed below. No adjustment to the rates will be allowed during the first two years of the term of this Agreement and annual adjustments based on CPI may be proposed until the end of the term of this Agreement. Any classifications added, or staff members changing classifications, shall be approved in writing by City.

Design Professional Agreement with BKF Engineers Page 37 Rev. 05/05/25
City of Santa Clara - Central Santa Clara Bicycle and Pedestrian Improvement Project BKF Engineers Professional Services Rate Schedule

CLASSIFICATION RATE

PROJECT MANAGEM ENT
Principal in Charge $ 355.00
Senior Project Execu live $ 330.00
Project Executive $ 320.00
Senior Project Manager I Senior Technical Manager $ 315.00 Project Manager I Technical Manager $ 310.00
Engineering Manager I Su1veying Manager I Planning Manager $ 285.00

TECHNICAL STAFF
Senior Project Engineer I Senior Project Surveyor I Senior Project Planner $ 265.00 Project Engineer I Project Surveyor I Project Planner $ 235.00 Design Engineer J Staff Surveyor I Staff Planner $ 205.00 BIM Specialist I $ 200.00
BIM Specialist II $ 230.00
BIM Specialist Ill $ 260.00
Technician I $ 190.00
Technician II $ 200.00
Technician Ill $ 220.00
I echnician IV $ 240.00
Technician V $ 255.00
Drafter I $ 150.00
Drafter II $ 165.00
Drafter Ill $ 180.00
Drafter IV $ 195.00
Engineering Assistant I Surveying Assistant I Planning Assistant $ 125.00

FIELD SURVEYING
Survey Party Chief $ 260.00
Instrument Person $ 225.00
Survey Chainperson $ 170.00
Utility Locator I $ 135.00
Utility Locator II $ 190.00
Utility Locator Ill $ 230.00
Utility locator IV $ 260.00
Apprentice I $ 105.00
Design Professional Agreement with BKF Engineers Page 38 Rev. 05/05/25
City of Santa Clara - Central Santa Clara Bicycle and Pedestrian Improvement Project BKF Engineers Professional Services Rate Schedule

CLASSIFICATION RATE
Apprentice II $ 140,00
Apprentice Ill $ 155.00
Apprentice IV $ 165.00

CONSTRUCTION ADMINISTRATION
Senior Consultant $ 340.00
Senior Construction Administrator $ 300.00
Resident Engineer $ 220.00
Field Engineer I, II, 111, IV $ 200.00
Field Engineer I, II, Ill, IV $ 230.00
Field Engineer I, II, Ill, IV $ 260.00
Field Engineer I, II, Ill, IV $ 280.00

FUNDING & GRANT MANAGEMENT
Director of Funding Strategies $ 245.00
Funding Strategies Manager $ 225.00
Funding/Research Analyst I, II, 111, IV $ 155.00
Funding/Research Analyst I, II, Ill, IV $ 175.00
Funding/Research Analyst I, II, Ill, IV $ 190.00
Funding/Research Analyst I, II, Ill, IV $ 205.00

PROJECT ADMINISTRATION
Project Coordinator $ 170.00
Senior Project Assistant $ 145,00
Project Assistant $ 130.00
Clerical I Administrative Assistant $ 110.00
Design Professional Agreement with BKF Engineers Page 39 Rev. 05/05/25

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting the CONSULTANT’s indemnification of the CITY, and prior to commencing any of the Services required under this Agreement, the CONSULTANT 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 CONSULTANT’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 CONSULTANT; 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 CONSULTANT to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and
c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

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

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous Design Professional Agreement with BKF Engineers Page 40 Rev. 05/05/25
or regulated materials, CONSULTANT and/or its SUBCONSULTANT’S involved in such activities shall provide coverage with a limit of one million dollars ($1,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS’ COMPENSATION

2. The indemnification and hold harmless obligations of CONSULTANT 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 CONSULTANT or any SUBCONSULTANT 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 CONSULTANT. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney’s Office.

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

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

2. Primary and non-contributing. Each insurance policy provided by CONSULTANT 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 Design Professional Agreement with BKF Engineers Page 41 Rev. 05/05/25
considered excess insurance only and shall not be called upon to contribute with CONSULTANT’s insurance.

3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to nonpayment 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 nonrenewal. 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 nonrenewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.

F. ADDITIONAL INSURANCE RELATED PROVISIONS
CONSULTANT and CITY agree as follows:

1. CONSULTANT agrees to ensure that SUBCONSULTANT’S, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by CONSULTANT, provide the same minimum insurance coverage required of CONSULTANT, except as with respect to limits. CONSULTANT 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. CONSULTANT agrees that upon request by CITY, all agreements with, and insurance compliance documents provided by, such SUBCONSULTANT’S and others engaged in the project will be submitted to CITY for review.

2. CONSULTANT 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 CONSULTANT 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.

Design Professional Agreement with BKF Engineers Page 42 Rev. 05/05/25

3. The CITY reserves the right to withhold payments from the CONSULTANT 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, CONSULTANT, and each and every SUBCONSULTANT (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. CONSULTANT 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
CONSULTANT 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, CONSULTANT 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 Department
P.O. Box 100085 – S2 or 1 Ebix Way
Duluth, GA 30096 John’s Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for CONSULTANT 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 BKF Engineers Page 43 Rev. 05/05/25

EXHIBIT D

A. Prevailing Wage Requirements

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

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

Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term “certified payroll” shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to:
certified payroll, fringe benefit 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.

Design Professional Agreement with BKF Engineers Page 44 Rev. 05/05/25

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

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

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

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

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

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 Contractor’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 Design Professional Agreement with BKF Engineers Page 45 Rev. 05/05/25
seq., City may continue to hold sufficient funds to cover estimated wages and penalties under the Agreement.

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

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

City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements. These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.

Design Professional Agreement with BKF Engineers Page 46 Rev. 05/05/25

EXHIBIT E

MILESTONE SCHEDULE
TASK* DURATION
Preliminary Evaluation/Engineering** 10 weeks
65% PS&E & Review 16 weeks
95% PS&E & Review 14 weeks
100% PS&E & Review 12 weeks
Bid Package Submittal 6 weeks
Bid Approval, Opening, and Review 8 weeks
Construction 52 weeks
*Some Tasks will run concurrently with others. Durations assume 4 weeks for City Review period.
**Duration for Task 1 is based on topography services, as-built research/base mapping, data collection, and conceptual plan evaluation only. Excludes scope items that will run concurrently with other Tasks such as meetings, CEQA permitting, Agency Coordination, Geotechnical Evaluation, etc.

Design Professional Agreement with BKF Engineers Page 47 Rev. 05/05/25

EXHIBIT F

PROJECT MANAGEMENT SOFTWARE

ELECTRONIC DATA REQUIREMENTS
General Requirements:
a. Lead CONSULTANT and Sub-CONSULTANT’S shall provide at a minimum, the following to its staff:
i. 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.
ii. Computer Operation System: Windows XP, Windows Vista, or Windows 7 iii. Web Browser: Microsoft Internet Explorer 9
iv. Work and Spreadsheet Processors: Microsoft Office Word, Excel and Outlook v. Scheduling Software: Microsoft Project or Primavera
vi. Internet Service Provider: A reliable ISP in the area of the Project vii. Connection Speed/Minimum Bandwidth: DSL, ADSL or T1 Line for transferring a minimum of 3 Mbps Downstream and 512 Kbps Upstream
b. Lead CONSULTANT and Sub-CONSULTANT’S shall provide its management personnel assigned to this Project with access to personal computers and the Internet on a daily basis.

Project Web Requirements:
a. This project will utilize a web based project management tool called e-Builder EnterpriseTM. 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.
b. Lead CONSULTANT and Sub-CONSULTANT’S shall conduct Project controls, outlined by the Owner, Development Manager, and Construction Manager, utilizing e-Builder EnterpriseTM.

This designated web based application will be provided by the Lead CONSULTANT to the Sub-CONSULTANT’S. No additional software will be required. Furthermore, the Development Manager will assist Lead CONSULTANT in providing training of SubCONSULTANT’s personnel. c. Lead CONSULTANT and Sub-CONSULTANT’S 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, Non-Conformance Notices, Quality Control Notices, Punch Lists, Meeting Minutes, Requests for Information, Submittal Packages, Substitution Requests, Monthly Payment Request Applications, Supplemental Instructions, Owner Variation Directives, Potential Variation Orders, Variation Order Requests, Variation Orders, and the like. 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 and the like will be submitted in digital format via e-Builder EnterpriseTM.

Design Professional Agreement with BKF Engineers Page 48 Rev. 05/05/25
Electronic File Requirements:
a. In addition to the standard closeout submittal requirements detailed elsewhere in the Contract Documents, the Lead CONSULTANT and Sub-CONSULTANT’S 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 Abode Acrobat (.PDF) file format and uploaded to e-Builder EnterpriseTM.

Design Professional Agreement with BKF Engineers Page 49 Rev. 05/05/25

E-BUILDER IMPLEMENTATION REQUIREMENTS
e-Builder EnterpriseTM is a comprehensive Project and Program Management system that will be implementing for managing documents, communications and costs between the Lead CONSULTANT, Sub-CONSULTANT’S, Design CONSULTANT’S and Owner. e-Builder Enterprise™ 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 EnterpriseTM 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 EnterpriseTM 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.

Rea l time,u pdated
hedule lnform3l on
Automated communications
(e.g., e-mail notifications of changes
In ch~iu/e, documents. workflow)
Program Management
Schedules
Cost
Workflow (transmln Is, submlnals,
RFls,change orders)
Rea l time, updated
co t/budget Inform tlon
Automated notifications
of project changes (schedule,
workf/ow, co t, ml/est ones, other)
Executives
Consultants, Archite-cts,
Engineers, Contractors Facilities Management
Design Professional Agreement with BKF Engineers Page 50 Rev. 05/05/25

E-BUILDER LICENSING REQUIREMENTS
e-Builder Enterprise™ User Licenses: Each user license is for access to the site consisting of unlimited data storage. Users can be direct employees of the Lead CONSULTANT as well as its SubCONSULTANT’S and/or Suppliers.

Each user license includes full access to e-Builder EnterpriseTM including all of the documents and reports mentioned above. Furthermore, each user license provides the e-Builder software as a service (SaS) including:
• All hosting, operation, maintenance and data back up of the e-Builder EnterpriseTM software and documents which are maintained in state-of-the-art data centers located throughout the United States.
• Quarterly e-Builder EnterpriseTM software enhancements • Unlimited phone, email and web based support 24-hours:
e-Builder EnterpriseTM user licenses shall be obtained by the Owner, Development Manager, Construction Manager, QA/QC Agencies, and Project Management staff in which the Lead CONSULTANT is not responsible.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-1031 Agenda Date: 12/16/2025

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 1 to the Agreement with HydroScience Engineers, Inc. for Hydraulic Modeling Calibration and Support Services for a Revised Maximum Compensation of $500,000

BACKGROUND
Water and Sewer Utilities (“W&S”) utilizes a hydraulic model of the City’s water distribution system to evaluate system performance under various operational scenarios. The model provides essential pressure and flow information that supports day-to-day system operations and long-term planning for future capital improvement projects. The implementation of hydraulic modeling has also replaced W&S’s previous practice of conducting field fire flow tests, in which staff physically operated fire hydrants to obtain pressure and flow data. By using the hydraulic model to simulate these flow tests, W&S significantly reduces water use, improving the City’s water conservation efforts.

On November 14, 2024, the City Manager executed an agreement with HydroScience Engineers, Inc. (HydroScience) following a competitive Request for Proposals process. Consistent with City Code Section 2.105.300(a), which authorizes the City Manager to execute agreements up to $250,000, the agreement provided for an initial five-year term through November 14, 2029, with two one-year renewal options and a maximum compensation of $250,000.

Under the agreement, HydroScience is responsible for reviewing the City’s existing InfoWater hydraulic model, updating it based on water infrastructure improvements, calibrating the model as necessary, and performing analyses using the model. The agreement also allows W&S to request asneeded hydraulic modeling analyses, such as fire flow analyses, development impact analyses, and annual model updates.

DISCUSSION
The original $250,000 maximum compensation was based on the effort needed to complete the base scope of work to update and calibrate the City’s hydraulic model, totaling $192,500, and the remaining $57,500 allocated for as-needed services.

The base scope includes reviewing and updating the City’s InfoWater hydraulic model to ensure it is calibrated and accurately reflects the City’s water distribution system's actual operation. This work also includes water age analysis, updating demand projections based on the previous three years of usage, and developing unidirectional flushing program documents. Completion of the updated and calibrated model is expected by June 2026 and is currently within budget.

In addition to the base scope, the agreement authorizes HydroScience to perform as-needed hydraulic modeling services requested by W&S. These services primarily consist of fire flow analyses required by customers to obtain pressure and flow information needed for fire sprinkler system City of Santa Clara Page 1 of 3 Printed on 12/12/2025
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25-1031 Agenda Date: 12/16/2025
design. As-needed services also include development impact analysis and annual updates to the hydraulic model. W&S used the original $57,500 allocation to fund these services during the first year while assessing actual demand levels.

W&S has now confirmed an ongoing annual demand of approximately 75 fire flow requests, along with limited additional modeling needs. This service level requires additional funding to meet projected service needs for the remainder of the agreement term. Therefore, staff is requesting City Council approval to amend the agreement with HydroScience to increase the maximum compensation by $250,000, for a revised not-to-exceed amount of $500,000. The additional $250,000 that will allow W&S to continue processing approximately 75 fire flow analyses per year and to complete other as-needed modeling services as required.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(5) in that it is a governmental organizational or administrative activity that will not result in direct or indirect changes in the environment.

FISCAL IMPACT
The cost of Amendment No.1 is $250,000 and increases the maximum compensation from $250,000 to $500,000 for the term of the agreement. There is sufficient funding in the Water Utility Fund for Amendment No. 1.

COORDINATION
This report has been coordinated with Water & Sewer Utilities and the City Attorney’s Office.

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

RECOMMENDATION

1. Authorize the City Manager or designee to execute Amendment No. 1 to the agreement with HydroScience Engineers, Inc. to increase the maximum compensation by $250,000 for a revised not-to-exceed maximum compensation amount of $500,000, subject to the appropriation of funds, and in a final form approved by the City Attorney; and

2. Authorize the City Manager or designee to take all actions necessary to implement and administer the agreement with HydroScience Engineers, Inc., including negotiating and executing future amendment(s) to add or delete services associated with the services and make de minimis changes, provided that the total maximum compensation is not exceeded, subject to the review and approval as to form by the City Attorney.

Reviewed by: John Ramirez, Director, Water & Sewer Utilities Approved by: Jovan D. Grogan, City Manager
City of Santa Clara Page 2 of 3 Printed on 12/12/2025
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25-1031 Agenda Date: 12/16/2025

ATTACHMENTS

1. Amendment No. 1 to the Agreement with HydroScience Engineers, Inc.

2. Original Agreement
City of Santa Clara Page 3 of 3 Printed on 12/12/2025
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Amendment No. 1 to Agreement/HydroScience Engineers, Inc. Page 1 Rev. 10/25/19
Ebix Insurance No. S200002637
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
HYDROSCIENCE ENGINEERS, INC.

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

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement For Services Between The City of Santa Clara, California and HydroScience Engineers, Inc., dated November 14, 2024 (Agreement); and B. The Parties entered into the Agreement for the purpose of having Contractor provide hydraulic modeling services, and the Parties now wish to amend the Agreement to increase compensation by two hundred fifty thousand dollars ($250,000) for a revised not-to-exceed amount of five hundred thousand dollars ($500,000).

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 6 of the Agreement, entitled “COMPENSATION AND PAYMENT” is amended to read as follows:

In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES”. The maximum compensation of this Agreement is Five Hundred Thousand Dollars ($500,000), 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 Contractor’s expense.

Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

Amendment No. 1 to Agreement/HydroScience Engineers, Inc. Page 2 Rev. 10/25/2019

2. 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.

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”
HYDROSCIENCE ENGINEERS, INC.
*a California corporation
Dated:

By (Signature):

Name: Mary Hoang
Title: Principal
Principal Place of
Business Address:
90 E. Taylor Street
San Jose, CA 95112
Email Address: [email protected]
Telephone: 408-363-3844
Fax:
“CONTRACTOR”
EBIX Insurance No. S200002637

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

HYDROSCIENCE ENGINEERS, INC

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

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

Exhibit A - Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
Attachment A - Example forms
Attachment B - 2019 Calibration TM
Attachment C - Pressure Zone Map
Agreement between the City of Santa Clara and HydroScience Engineers, Inc. Page 1 of 215 Attachment D - lnfowater Model Build TM
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 is five years beginning on the date City executes this Agreement ("Execution Date") and terminate on the five-year anniversary of the Execution 'Date. In addition, the City may extend the term of this Agreement by written notice for two one-year periods at its sole discretion.

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

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

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

Rev. 07-01-18

6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is Two Hundred Fifty Thousand Dollars ($250,000), 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 Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

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

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

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

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

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

Agreement between the City of Santa Clara and HydroScience Engineers, Inc. Page 3 of 215

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

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

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

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

Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees Agreement between the City of Santa Clara and HydroScience Engineers, Inc. Page 4 of 215 to assist City in meeting City's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.

14. HOLD HARMLESS/INDEMNIFICATION
A To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement - including claims of any kind by Contractor's employees or persons contracting with Contractor to perform any portion of the Scope of Services - and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

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

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

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

16. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City's review, acceptance nor payments for any of the Services required under this Agreement Agreement between the City of Santa Clara and HydroScience Engineers, Inc. Page 5 of215 shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

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

City of Santa Clara
Attention: Dept. of Water and Sewer
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at *L [email protected]
And to Contractor addressed as follows:

HydroScience Engineers, Inc.
90 E. Taylor Street, Suite 200
San Jose, CA 95112
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

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

19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code Section 87100 and Agreement between the City of Santa Clara and HydroScience Engineers, Inc. Page 6 of 215 following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

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

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

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

Agreement between the City of Santa Clara and HydroScience Engineers, Inc. Page 7 of 215

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

The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. .le'\ GLEN . G
\ City Attorney

CITY OF SANT A CLARA, CALIFORNIA
a chartered California municipal corporation
Dated: 1 ( h t/ f 1,t
~ J - A . GROGAN
;::er
"CITY"
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
HYDROSCIENCE ENGINEERS, INC. a California corporation
Dated: 10/25/24
By (Signature): ='/=· =/ ~===~===- ==================
Name: _M_ a_ry_~_·o_ang__ G_· ___ _ _ _ _ ___ _ _
Title: _P_r_in_c_ip._a_l_--'---- ---- --- ---
Principal Place of
Business Address: _9_0_ E_. _T_a...._ yl_o_r_S_tr_e_e_t _ _ _ ___ ___ _ _ Email Address: _m_h_o_an~g_@~ h_y_d_ro_s_c_ie_n_c_e_.c_o_m _ ___ ___ _ Telephone: _(._4_08_.)'---3_6_3_-3_8_4_4 ___ _ _ _ ____ _ Fax:
"CONTRACTOR"
Agreement between the City of Santa Clara and HydroScience Engineers, Inc. Page8of215

EXHIBIT A

SCOPE OF SERVICES
SECTION 1. OBJECTIVE
Contractor will provide a fully calibrated lnfoWater hydraulic GIS model to be used as a City supplement for in field fire flow testing and evaluate the need for capital improvement projects.

SECTION 2. GENERAL

2.1 Contractor will review the City's existing lnfoWater hydraulic model, perform model updates based on water infrastructure improvements, calibrate the model as necessary and perform analysis using the hydraulic model.

2.2 City desires to calibrate the model under steady state to serve as a tool to evaluate fire flow availability of the distribution system. Secondarily the data generated in model will be used to support capital improvement projects based on changing supply and demand conditions.

2.3 Contractor will provide all resources to complete the projects ensuring that the City of Santa Clara's lnfoWater Hydraulic Model is calibrated and ready to be used. After calibration acceptance, Contractor will run the model, and provide documentation that the model generated data reflects the actual operation of the City's water distribution system. Based on the experience and expertise, the Contractor may identify additional tasks or elements needed to meet project goals and such information shall be included in the proposal.

2.4 Contractor is responsible for possessing and acquiring all necessary licenses and permits to perform the work specified herein, including but not limited to lnfoWater Pro Software License (Note: Contractor's hydraulic modeling software version must be comparable with lnfoWater Version 12.5, which is the version currently used by the City). In addition, Contractor agrees to be compatible with any subsequent lnfoWater versions that the City may use during the term of this agreement.

2.5 Throughout this document, references to "Contractor" refer to HydroScience Engineers, Inc.

SECTION 3. PROJECT TASKS

3.1 Project Management

3.1.1 Meetings - Contractor will attend the following meetings at minimum:

3.1.1.1 Project Kickoff Meeting.

3.1.1 .2 Model Calibration and Field Data Collection Approach Presentation. This meeting shall be conducted in person at a City of Santa Clara facility.

3.1.1.3 Basis of Design Report (BOOR) Presentation.

Agreement between the City of Santa Clara and HydroScience Engineers. Inc. Page 9 of215

3.1.1.4 Monthly progress meetings will be virtual) until completion of BOOR.

3.2 Existing Model and Data Review

3.2.1 Contractor will review and make necessary corrections of the existing model and data for:
• Accuracy of facility and distribution attributes.
• Accuracy of demand allocation.

3.2.2 City will provide operational parameters and verify the pump on/off settings. Data provided will include all available SCADA data on City water distribution facilities in text (.txt), Excel (.xlsx) or comma delimited format (.csv).

3.3 Calibration Standards and Technical Memorandum
Contractor will:

3.3.1 Provide a Technical Memorandum with the proposed calibration standards for the steady state calibration. In addition, the technical memorandum shall include an overview of the proposed steady state calibration process.

3.3.2 Update and finalize the Technical Memorandum after the model calibration has been completed. The final Technical Memorandum shall include the calibration standards, calibration process, field data, and calibrations performed.

3.3.3 Provide draft and final versions of the Technical Memorandum for City review and comment. The report shall be submitted in MS Word and PDF format.

3.3.4 The hydraulic model was previously calibrated in 2019. See Attachment B for the 2019 Calibration Technical Memorandum.

3.4 Field Data Collection

3.4.1 Contractor will develop a testing plan to collect data for the purpose of model calibration. The testing plan shall be submitted to the City for review. Contractor will coordinate with the City to implement the testing plan over a two-day period. City staff will complete the hydrant tests in accordance with the testing plan and provide the Contractor with applicable facility data for the duration of the hydrant tests. Contractor will assume a minimum of two observation hydrants per hydrant test. Contractor will provide guidance on the exact location and number to data collection points. Below are the minimum requirements for field data collection.

3.4.2 Distribution System Data (Hydrant Flow and Pressure) - The hydrant testing plan shall be conducted at minimum of seven (7) locations in the distribution system Zone 1 and minimum five (5) locations in the distribution system zone 2 and 2A.

3.4.2.1 Tank Level Data - The validation of data shall be conducted at four (4) tank sites and seven storage (7) tanks. This includes data collection for booster stations associated with the tanks.

Agreement between the City of Santa Clara and HydroScience Engineers, Inc. Page 10 of 215

3.4.2.2 Well Flow and Pressure Data - The validation of data shall be conducted at minimum five (5) well locations in Zone 1, five (5) well locations in Zone 2, and one (1) well location Zone 2A.

3.4.2.3 Note that data loggers, flash drives, and other equipment needed to collect the data shall be supplied by the City. Contractor will define the time and duration of the data collection.

3.5 Model Calibration

3.5.1 Contractor will calibrate the Steady State Model per the calibration standards developed in the Calibration Standards and Plan Technical Memorandum. Since the City's historical Supervisory Control and Data Acquisition (SCADA) information is limited, City staff will engage with Contractor will define acceptable system operational metrics and data, which will then be utilized against the model data to determine if the model results are accurate. The data produced should be representative of the system operations. Contractor will run the hydraulic model to simulate system operations under Steady State Calibration (Contractor will create the necessary scenarios to accomplish the steady state calibration).

3.5.2 The minimum level of accuracy is defined in the table below:

Application Hydraulic Grade Line1• Flow Percent Error2- Master Plan ±10 feet; for all test ±10%
measurements
Design ±5 feet; for all test ±5%
measurements
Operations ±5 feet; for all test ±5%
measurements

1. Based on AWWA M32 (2018)

2. Based on AWWA ECAC (1999)
Agreement between the City of Santa Clara and HydroScience Engineers, Inc. Page 11 of 215

3.6 Design Extended Period Scenarios

3.6.1 Contractor will review the appropriate historical data and existing extended period scenarios below and provide recommendations and perform updates as directed by the City.

3.6.1.1 Average Day Demand Scenario.

3.6.1.2 Maximum Day Demand Scenario.

3.6.1 .3 Peak Hour Demand Scenario.

3.7 Design Fire Flow Scenario

3.7.1 Utilizing the Maximum day design scenario, Contractor will develop the design fire flow scenario. Contractor will provide results of simulated fire flow exercise as per National Fire Protection Agency (NFPA) 291 requirements in the fire flow module and recommend improvements in the event of fire flow deficiencies. The results of the model must correspond to the fire flow testing requirements as defined under the NFPA 291 practices for testing and reporting.

3.8 Water Quality Analysis and Uni-Directional Flushing Program

3.8.1 Water Quality Analysis
Contractor will perform a water quality analysis to assess water age and water velocities in the system based on the Average Day Demand Extended Period Scenario. The analysis shall identify potential locations in the system where water age or velocities may not meet regulatory requirements or industry standards to develop a Uni-Directional Flushing Program.

3.8.2 Uni-Directional Flushing Program

3.8.2.1 Contractor will develop a comprehensive program based on the Water Quality Analysis and other areas of pot,~ntial concern identified by the City that will serve as a sequential guide providing operations staff with the order in which flushing should occur, the valves and hydrants necessary to isolate a selection of pipeline, the targeted flow rates and period of flow, and targeted outcomes based on specific issues identified by the City (e.g. color, turbidity, chlorine residual).

3.8.2.2 The hydraulic model will be used to evaluate the target velocities, the necessary flows and time necessary for pipe turnover, and assure minimum pressures are maintained.

3.8.3 Contractor will provide a draft and final report for City review and comment in MS Word and PDF format. The report shall include the criteria used in the water quality analysis, recommended locations for uni-directional flushing and maps identifying the sequencing of valves to be isolated and hydrants to be flushed, target velocities and duration of flushing based on industry standards.

Agreement between the City of Santa Clara and HydroScience Engineers, Inc. Page 12 of 215

3.9 Water Master Plan Update

3.9.1 The City is currently preparing an update to the Water Master· Plan that is scheduled for completion in 2025.

3.9.2 Contractor will update the hydraulic model based on the Water Master Plan including but not limited to the following:

3.9.2.1 System demand projections and scenarios.

3.9.2.2 Develop scenarios for recommended capital improvements.

3.9.3 Upon completion of the updates, Contractor will provide a report summarizing the updates.

3. 10 Documentation and Reporting

3.10.1 Contractor will provide a Project Summary Report highlighting the process the project tasks listed in Section 3, ensuring that the model is fully calibrated and ready for use.

3.10.2 Contractor will submit draft and final versions of the Project Summary Reports for City review and comment. Submittals shall be in MS Word and PDF format with clickable table of contents links. Contractor will provide two (2) hard copies (color, bound and tabbed) of the final report(s).

3.10.3 Contractor will conduct meetings/presentations for the Calibration and Field Data Collection Approach and for the final Basis of Design Report. The Calibration and Field Data Collection Approach meeting shall be conducted in person at a City of Santa Clara facility.

3.11 Deliverables:

3.11.1 Hydraulic Model Basis of Design Report (BOOR)

3.11.2 The BOOR shall include project tasks as described in Section 3.

3.11.3 Water Quality Analysis and Uni-Directional Flushing Report

3.11.4 Water Master Plan Update Report
SECTION 4. AS-NEEDED SERVICES

4.1 Fire Flow Analysis

4.1.1 Contractor will run the hydraulic model as directed by the City using the Design Fire Flow Scenario developed in Section 3. 7 to report static and residual pressures. •

4.1.2 Contractor will return results no later than 10 working days from date of request.

Agreement between the City of Santa Clara and HydroScience Engineers, Inc. Page 13 of 215

4.1.3 The City will provide the necessary information to run the analysis including, but not limited to, fire flow demand location(s), fire flow requirements, and duration.

4.1.3.1 It is assumed that this rate accounts for running the analysis once and preparing a report with the static and residual pressures.

4.1.4 The City receives approximately 100 fire flow analysis requests annually.

4.1.5 An example of the forms with information provided to the Contractor is shown in Attachment A.

4.2 Development Impact Analysis

4.2.1 Contractor will run the model using a 24-hour extended period MOD scenario for static and fire flow conditions and provide a recommendation summary for new demand allocations for development projects at capital improvements to address deficiencies on an as needed basis.

4.2.1.1 The City shall provide the Contractor with new demand allocations for commercial or industrial development projects based on assumptions provided by the City. Contractor will update the assets attributes and the potential new demand allocation as directed by the City. The model will be used to validate if the system can support the new development with the minimum fire flow requirements as per City Fire Department.

4.2.1.2 The report shall include figures showing the applied demands and tables presenting static and residual pressures, velocities in adjacent water mains, and status and flow rates from groundwater wells over the 24-hour extended period run.

4.2.1.3 If the model shows fire flow deficiencies, Contractor will include in the report the recommended capital improvements to achieve the minimum fire flow standards.

4.2.2 Contractor will return results no later than 10 working days from date of request.

4.2.3 The City receives approximately 15 Development Impact Analysis requests annually.

4.2.4 An example of the information provided to the Contractor and example report from Contractor is shown in Attachment A.

4.3 Annual Model Updates

4.3.1 Contractor will provide on-going support services for hydraulic model updates on an annual basis or as directed by the City for the length of the agreement.

4.3.2 The current hydraulic model uses lnfoWater version 12.5. Contractor will migrate the hydraulic model to lnfoWater Pro during the first annual model update or as required.

4.3.3 The City will provide the Contractor GIS shapefiles with the updated water system infrastructure.

Agreement between the City of Santa Clara and HydroScience Engineers, Inc. Page 14 of 215

4.3.4 Contractor will provide support services to update the hydraulic model because of newly installed capital improvement project or changing field operations. The model is assumed to need updating on an annual basis corresponding demand allocations and supply upgrades. Model updates include, but are not limited to, the following:
• Piping improvements: It is anticipated that the volume of annual distribution system upgrades range from 10,000 to 15,000 feet of main added and/or replaced.
• Supply improvements.
• Abandonment of facilities.
• System demands and demand scenarios.

4.3.5 Contractor will provide a report documenting changes made to the model upon completion of each annual model update cycle.

SECTION 5. OPTIONAL TASKS

5.1 Special Projects

5.1.1 Contractor will provide on-going support services for special projects. Contractor will provide a recommendation summary after the special project simulation.

5.1 .1.1 On an as-needed basis directed by the Project Manager, provide hydraulic modeling services for specialty projects. Specialty project may involve changing model conditions, running the model under different simulation options, receiving and interpreting results, providing capital improvement recommendations as needed, and supporting master plan development.

Upon completion of the specialty project analysis, Contractor will provide a report documenting the finding and providing a recommendation.

5.2 Water Quality Analysis

5.2.1 Contractor will perform a water quality analysis such as water age, chemical residue, disinfection byproduct, monitoring, tracer studies, and the like will be completed as requested by the City. All analysis shall be accompanied by a recommendation summary.

5.3 GIS Water System Updates

5.3.1 Contractor will perform annual updates to the City's GIS water system database for updates to the water infrastructure such as: pipe replacements or upgrades, active well status, and addition or abandonment of water infrastructure or appurtenances.

The City will provide the Contractor PDF utility maps with red lines showing the location and type of infrastructure update(s).

5.3.2 It is anticipated that the volume of annual distribution system upgrades range from 10,000 to 15,000 feet of main added and/or replaced.

Agreement between the City of Santa Clara and HydroScience Engineers, Inc. Page 15 of 215

5.3.3 The City utilizes Lucity for asset management which is integrated with the City's enterprise GIS water system. All updates to the GIS system will need to using Lucity tools in ArcGIS to preserve integration with Lucity.

5.3.4 The Contractor may perform the GIS updates locally on a City computer or through a VPN connection to a City computer. Contractor will be required to coordinate with the City's IT to obtain access credentials.

5.3.5 The City uses ArcGIS version 10.8.2 and Lucity version 20.1 SPO. However, the Contractor can expect these applications will be upgraded to ArcGIS Pro and the latest Lucity version.

5.4 Staff Training

5.4.1 • Contractor will provide staff training specific to the needs of the City to be held at the City of Santa Clara. Items must include but are not limited to:

5.4.1.1 Model updating for new capital improvement projects.

5.4.1.2 Model updating for demand allocation.

5.4.1.3 Running the model under different demand scenarios.

5.4.1.4 Running the model under steady state versus extended simulation.

5.4.1.5 Running additional extended modules such are fire flow and water quality modules.

5.4.1.6 Reviewing model reporting tools and displays.

5.4.1. 7 Removal and addition of pressure zones.

5.4.1.8 And other items to be covered as determined to be necessary by the City and the Contractor.

5.4.2 Contractor will provide hardcopies of the training material. City to provide training facility, computer, and fully functional software needed for each participant.

Agreement between the City of Santa Clara and HydroScience Engineers, Inc. Page 16 of 215 SECTION 6. GENERAL

6.1 All tasks described in Section 3 of this Exhibit A, Scope of Services, will be completed within the initial 12 months of contract execution.

6.2 Schedules

6.2.1 Contractor will prepare Gantt chart schedules for Project Tasks listed in this Section 3. Schedule shall show major subtasks and estimated durations. Schedule shall be updated as necessary during monthly progress meetings.

Agreement between the City of Santa Clara and HydroScience Engineers, Inc. Page 17 of 215 Tasks
Project Tasks
Project Management
Existing Model and Data
Review
Calibration Standards and TM
Field Data Collection
Model Calibration
Design Extended Period
Scenarios
Design Fire Flow Scenario
Water Quality Analysis and UniDirectional Flushing Program Water Master Plan Update
As Needed Services
Fire Flow Services - SFR
Fire Flow Services - Non SFR
Development Impact Analysis
Annual Model Updates
Optional Tasks
Special Projects
Water Quality Analysis
GIS Water System Updates
Staff Training
Note: LS = lump sum.

EXHIBIT B

SCHEDULE OF FEES
Unit of Estimated
Measure Quantity
LS 1
LS 1
LS 1
LS 1
LS 1
LS 1
LS 1
LS 1
LS 1
Unit Cost
$40,000
$5,600
$10,200
$13,800
$49,000
$14,500
$8,000
$34,400
$17,000

PROJECT TASK TOTAL
EA $640
EA $1 ,085
EA $1,200
EA $15,000
Total
$40,000
$5,600
$10,200
$13,800
$49,000
$14,500
$8,000
$34,400
$17,000
$192,500
Contractor will provide a cost estimate upon each task
request
Contractor will provide a cost estimate upon each task
request
EA $12,000
LS $12,500
The unit prices for "As Needed Services" above shall be fixed for the initial year (twelve months) of the agreement. After the first year, Contractor may request price increase(s) subject to approval by the City. Any price increase shall not exceed the annual percentage increase of the Consumer Price Index (CPI) for All Urban Consumers (1987 base year) for the San Francisco Bay Area Region. For purposes of calculating the percentage change, the annual index used will be closest to the month in which the increase is approved, compared with the index for the same month for the previous year. For example, if a price increase is approved in March, then the increase will be calculated based on the CPI index closest to the month of the increase. compared with the same month from the prior year.

Agreement between the City of Santa Clara and HydroScience Engineers, Inc. Page 18 of 215 All other pricing shall be fixed for the initial five year term of the agreement.

No guarantee is made or implied as to the actual quantities that will be required throughout the term of the Agreement.

1. City will pay invoices monthly, in arrears, after successful completion of each milestone as listed under Project Tasks in the table above.

2. As needed and optional tasks will be paid pursuant to the prices listed in Exhibit B above.

3. The invoice must include sufficient detail to enable the City to reconcile the charges with the Schedule of Fees in the Table above. City and Contractor will establish an invoice format prior to Contractor submitting their initial invoice.

4. Invoices shall be submitted using the City's project management software, "e-Builder." An eBuilder user account will be provided to the selected Contractor by the City.

Agreement between the City of Santa Clara and HydroScience Engineers, Inc. Page 19 of 215

10/28/24, 10:58 AM
Name:

Account Number:

Address:

Insured
M+Hi:MIIN M+&Yi::I Account Information
Account Number:

Risk Type:

Do Not Call:

Address Information
Mailing Address
Insured:

Address I:

Address 2:

City:

State:

Zip:

Country:

Contract Information
Contract Number:

Contract Start Date:

Contract Effective Date:

Description of Services:

Contact Information
Contact Name:

Phone Number:

Fax Number:

E-Mail Address:

Approval Date:

Rush:

Contract on File:

Certificate Rcc~ived:

Indemnification Agreement:

Tax Id
Pnnt Insured Info
S200002637
Exhibit C6 - Professional Svc Contract(any amount)
Hydroscicncc Engineers, Inc.
10569 Old Placerville Road
Sacramento
CA
95827
USA
possible two one-year renewals periods
07/22/2019

HYDRAULIC MODELING
Mary Hoang
4083633884
[email protected]
Yes
No
No
No
Ebix
Hydroscience Engineers, Inc.

S200002637
10569 Old Placerville Road, Sacramento, CA, USA, 95827
.(Qmplianl w11h mm,wcxPJ_(!!)g dctic,cnc,cs.

Address Updated:

Physical Address
HydroScience Engineers. Inc.
1922 The Alameda. Suite 212
San Jose
CA
95126
Contract End Date:

Contract Expiration Date:

Safety Form II:

Misc:

Alt Phone Number:
07/21 /2022
No
possible two one-year
renewals periods
- --- -------------------
https://www.ebixcerts.com/EBIXCOl/lnsuredManagerNiewlnsured.aspx 1/1

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-1653 Agenda Date: 12/16/2025

REPORT TO COUNCIL

SUBJECT
Action to Authorize the City Manager to execute Amendment No. 2 to an Agreement with Claris Strategy Inc. to Provide Additional Electric Utility Security Consulting Services for Silicon Valley Power, for a Total Not-to-Exceed Compensation of $489,088

BACKGROUND
In 2014, California Senate Bill 699 was adopted in response to the 2013 Metcalf Substation attack.

The bill directed the California Public Utilities Commission (CPUC) to establish regulations to enhance the physical security of electrical distribution systems.

In January 2019, the CPUC issued Decision 19-01-018 establishing physical security requirements for California investor-owned utilities in California. The decision also purported to extend its reach to publicly owned utilities (POUs) such as Silicon Valley Power (SVP). Although the CPUC Decision’s application to POUs is an overextension of CPUC jurisdiction and regulatory power, SVP and other publicly owned utilities have good reason to voluntarily participate in the program in that it will assist SVP and other utilities to keep up with industry standards with regard to physical security.

Under this decision, electric utilities are required to develop a comprehensive physical security plan for its electric systems, have the plan reviewed by a third party, and submit the plan to the CPUC for review and acceptance by July 10, 2021. SVP completed and submitted its Utility Security Plan in 2021, and the plan was subsequently reviewed and accepted by the CPUC.

The CPUC also requires utilities to review and update their physical security plans every five years.

Accordingly, SVP’s next update is due to the CPUC by August 10, 2026.

To assist with its participation in the program, SVP initiated a competitive solicitation to retain a qualified consultant to perform a Threat and Vulnerability Assessment (TVA), prepare standard security designs for future substations, and update SVP’s 2021 Utility Security Plan. The plan covers thirty-nine (39) SVP facilities, including the Donald Von Raesfeld, Gianera Generation Station, and multiple substations.

DISCUSSION
Consultant Selection and Initial Agreement
Pursuant to Section 2.105.140 of the City of Santa Clara Code (City Code), a formal Request for Proposals (RFP) was conducted, with the award recommendation based on “best value.” Staff published the RFP for Consulting Services for Electric Utility Security on the City’s eCity of Santa Clara Page 1 of 4 Printed on 12/12/2025 powered by Legistar™
25-1653 Agenda Date: 12/16/2025
procurement system. Six responsive proposals were received from the following firms:
· 4Liberty, Inc.
· AESI-US, Inc.
· CelPlan Wireless Global Solutions
· Salas O’Brien
· Claris Strategy Inc.
· TRC Solutions, Inc.

A five-member evaluation panel reviewed and scored the proposals based on the evaluation criteria and weights published in the RFP, including experience, technical capability, and cost. Following the evaluation, the panel determined that the proposal from Claris Strategy Inc. (Claris) provided the best value and fully met the requirements of the RFP.

In accordance with Section 2.105.300(a) of the City Code, the City Manager is authorized to execute purchase orders and agreements on behalf of the City in amounts up to and including two hundred fifty thousand dollars ($250,000.00). On July 28, 2025, the City Manager executed an agreement with Claris in the amount of $246,352 for a term of two years, beginning on August 1, 2025.

U.S. Department of Homeland Security, Cyber & Infrastructure Agency (CISA) Findings (Amendment No. 1)
On July 8, 2025, the City Council adopted Resolution No. 25-9463 to authorize the City Manager to amend existing agreements, as necessary, to add services that address urgent security risks and vulnerabilities identified by the U.S. Department of Homeland Security, Cyber & Infrastructure Agency. Under this authority, SVP engaged Claris to develop an Event Specific Security Plan (ESSP) for its critical facilities in preparation for upcoming international events in 2026. On October 28, 2025, the City Manager executed Amendment No. 1 with Claris in the amount of $128,887, increasing the total compensation to $375,239. This amendment did not require further City Council action because it was covered under the authority granted by Resolution No. 25-9463.

CPUC-Related Additional Scope (Proposed Amendment No. 2) Following further review of the original scope of work for the TVA and updated Utility Security Plan, SVP staff determined that five additional sites should be incorporated into agreement:
· Cogen Power Plant #1
· Space Park Interconnection Station
· Office and Storage Facilities at 881 Martin Avenue
· Municipal Services Yard at 1705 Martin
· 60 kV Storage Yard
Because most of these sites are not directly related to the CISA findings, the work does not fall under the emergency authority of Resolution No. 25-9463. The cost for these additional services is $33,849, bringing the total for the original CPUC-related scope to $280,201.

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25-1653 Agenda Date: 12/16/2025
As this total now exceeds the City Manager’s approval limit of $250,000 under Section 2.105.300(a) of the City Code, City Council approval is required. With Amendments No. 1 and No. 2 (including both CPUC- and CISA-related scope), the total contract amount is $409,088, plus a 20% contingency of $80,000, for a total not-to-exceed compensation of $489,088. Compensation under the agreement is based on fixed fees tied to the specific deliverables outlined in the scope of work.

ENVIRONMENTAL REVIEW
The actions being considered do not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to Section 15061(b)(3) of Title 14 of the California Code of Regulation in that it can be seen with certainty that there is no possibility that the proposed actions may have a significant effect on the environment as they sole involve the preparation of an updated Utility Security Plan. Any capital improvements which the plan may recommend will require additional environmental analysis.

FISCAL IMPACT
The maximum compensation under the proposed Agreement with Claris is $489,088. Sufficient funds are available in the Substation Physical Security Improvement project budget in the Electric Utility Capital Fund.

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [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. 2 to the Agreement with Claris Strategy Inc. for the Threat and Vulnerability Assessment and updated Utility Security Plan, with a maximum compensation of $409,088, to be funded by the Electric Utility Capital Fund, subject to final review and approval as to form by the City Attorney; and

2. Authorize the City Manager or designee to take any actions necessary to implement and administer the agreement with Claris Strategy Inc., and negotiate and execute future amendment (s) to (a) add or delete services associated with the services, (b) extend the term as needed to complete the project, (c) increase the maximum compensation by approximately 20% for contingencies for a revised not-to-exceed amount of $489,088, and (d) make de minimis changes, subject to the final review and approval as to form by the City Attorney.

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

ATTACHMENTS

1. Agreement for Services with Claris Strategy Inc.

2. Amendment No. 1 to the Agreement for Services with Claris Strategy Inc.

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25-1653 Agenda Date: 12/16/2025

3. Resolution No. 25-9463

4. Proposed Amendment No. 2 to the Agreement for Services with Claris Strategy Inc.

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EBIX Insurance No. *S200005646

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
CLARIS STRATEGY INC.

PREAMBLE
This Agreement is made and entered into on the date last signed by the Parties ("Effective Date") between the City of Santa Clara, California, a chartered California municipal corporation (City) and Claris Strategy a California corporation, (Consultant). City and Consultant may be referred to individually as a "Party" or collectively as the µParties."

RECITALS
A. City desires to secure the seNices ("SeNices1') more fully described in this Agreement, in Exhibit A, entitled "Scope of SeNices";
B. Consultant represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required SeNices and goods of the quality and type which meet objectives and requirements of City; and,
C. The Parties agree that Consultant will perform the SeNices under the terms and conditions set forth in this Agreement.

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

AGREEMENT TERMS AND CONDITIONS

1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and 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 SeNices
Exhibit B - Schedule of Fees and Payment Provisfons
Exhibit C - Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes Agreement with Claris Strategy Inc.

Rev. 07-01-18

Page 1 of 46 ends

and replaces any previous agreements, representations and understandings, whether oral or written. ln the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by written amendment to this Agreement, the term of this Agreement shall begin on August 1, 2025, and terminate on July 31, 2027 ("Initial Term").

B. After the Initial Term, City reserves the right, at its sole discretion. to extend the term of this Agreement for one (1) additional year through July 31 , 2028 (''Option Periods") in such increments as determined by City. The Option Periods shall be authorized through an Amendment to this Agreement executed by the Parties. The Initial Term and Option Periods shall collectively be referred to as ''Term".

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

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

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

5. QUALIFICATIONS OF CONSULT ANT - STANDARD OF CARE
A. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services, including its duties and obligations, expressed and implied, contained herein. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California.

City expressly relies upon Consultant's representations regarding its skills and knowledge.

Agreement with Claris Strategy lnc.

Rev. 07-01-1 8
Page2 of46

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

C. Consultant shall comply with all applicable federal, state and local laws in the performance of the Services; including but not limited to those of the Occupational Safety and Health Administration (OSHA) and the California Department of Industrial Relations and State Division of Industrial Safety and the professional standard of care. Where any applicable laws or ordinances conflict with the City's requirements, the more stringent requirement(s} shall be followed. Consultant's failure to be thoroughly familiarized with the provisions of any applicable federal, state, and local regulations, ordinances and codes shall not relieve Consultant from compliance with the obligations and penalties resulting therefrom.

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

6. COMPENSATION AND PAYMENT
In consideration for Consultant's complete performance of Services, City shall pay Consultant for all Services rendered and material provided by Consultant in accordance with Exhibit B, entitled "SCHEDULE OF FEES AND PAYMENT PROVISIONS." The maximum compensation of this Agreement is TWO

HUNDRED FORTY-SIX THOUSAND THREE HUNDRED FIFTY-TWO DOLLARS ($246,352), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services including any taxes. All Services performed or supplies, materials and equipment provided in excess of the maximum compensation shall be at 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 rlght to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days' prior written notice to Consultant.
8 . Termination for Default. For purposes of this Section 7.8., the word "Default" shall mean the failure of Consultant to perform any of Consultant's duties or obligations or the breach by Consultant of any of the terms and conditions set forth in this Agreement. In addition, Consultant shall be deemed to be in Default upon Consultant (i) applying for, consenting to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a Agreement with Claris Strategy Inc.

Rev 07-01 -18

Page 3 of 46 ends

City Council and Authorities ConcurrentDecember 16, 2025

City Council and Authorities Concurrent
December 16, 2025