Docusign Envelope ID: A2EC93CB-04B1-4341-8359-8D50E745BF12 EBIX Insurance No. S200005646
AMENDMENT NO. 1
TO THE AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CL.ARA, CALIFORNIA,
AND
CLARIS STRATEGY INC.
PREAMBLE
This agreement ("Amendment No. 1 ") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Claris Strategy, a California corporation, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties."
RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for Services between the City of Santa Clara, California, and Claris Strategy Inc, dated July 28, 2025 (Agreement); and
B. The City Council approved Resolution No. 25-9463 which authorized the use of an expedited procurement process for implementation of Projects to address security improvements to City facilities and critical City services in advance of certain high-profile international events in 2026;
C. The Parties wish to amend the Agreement to (1) amend the Scope of Services to include Additional Services, in accordance with Section 7 of Exhibit A, to develop an Event Specific Security Plan for the City's Electric Utility, Silicon Valley Power ("SVP"), and (2) increase maximum compensation by $128,887, for a revised not-to-exceed maximum compensation of $375,239, subject to the appropriation of funds; and
D. The proposed Additional Services fall with the Resolution No. 25-9463 in that the Event Specific Security Plan will assist with addressing certain potential risks identified by U.S. Department of Homeland Security, Cyber & Infrastructure Security Agency (CISA).
NOW, THEREFORE, the Parties agree as follows:
AMENDMENT TERMS AND CONDITIONS
1 . Section 6 of the Agreement is amended to read as follows:
"In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Servicers rendered by Contractor in Amendment No. 1 to Agreement/Claris Strategy, Inc. Page 1 of 11 Docusign Envelope ID: A2EC93CB-04B1-4341-8359-8D50E745BF12 accordance with First Revised Exhibit B, entitled "SCHEDULE OF FEES AND PAYMENT PROVISIONS." The Maximum Compensation of this Agreement during the Term is Three Hundred Seventy-Five Thousand Two Hundred Thirty Nine Dollars ($375,239.00) 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 the Contractor's expense. City does not guarantee any minimum compensation under this Agreement. Contractor shall not be entitled to any payment above the Maximum Compensation under any circumstance."
2. Section 3 of Exhibit A of the Agreement, entitled "Scope of Services", is hereby amended by adding Tasks 5 through 10, to provide an Event Specific Security Plan for SVP, attached hereto and incorporated into the Agreement as Amended by reference.
3. Exhibit B of the Agreement is hereby amended in its entirety with the First Revised Exhibit B , attached and incorporated into the Agreement as Amended by reference.
4. 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 effective date of this Amendment No. 1 is the date of the City's execution of this amendment.
SIGNATURES ON THE NEXT PAGE
Amendment No. 1 to Agreement/Claris Strategy, Inc. Page 2 of 11 Docusign Envelope ID: A2EC93CB-04B 1-4341-8359-8D50E745BF12 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: 10/28/2025 I 2:37 PM PDT
[2;,~ __ r;&_....,_·~----- -
GLEN R. GOGGINS
City Attorney
"CITY"
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
CLARIS STRATEGY,
a California corporation
Dated: GJ...~ _____ .,,._.,"'-+- __________ _____ _
By (Signature):
---L....,1- -£---====----==--------- -
Name: ---+--+--+--- -------------
Ti tie: C ---+-,-----------------Pr inc i pa I Place of Business Address: 1111 Drake Road, Arcadia, CA 91007
Email Address: [email protected]
Telephone: (626) 437-4365
"CONTRACTOR"
Amendment No. 1 to AgreemenUClaris Strategy, Inc. Page 3 of 11 Docusign Envelope ID: A2EC93CB-04B1-4341-8359-8D50E745BF12
ADDENDUM TO EXHIBIT A
SCOPE OF SERVICES
ADDITION OF TASKS 5-10 TO SECTION 3 OF EXHIBIT A
EVENT SPECIFIC SECURITY PLAN (TASK 5-10)
Consultant shall provide additional comprehensive professional services to prepare an Event Specific Security Plan for the City's Electric Utility Department, Silicon Valley Power (SVP).
3.5 Task 5 - Development of Event Specific Security Plan The objective of this task is to provide City an Event Specific Security Plan ("ESSP") for seven (7) SVP sites that could be impacted by the 2026 Super Bowl event to be held at Levi Stadium.
3.5.1 ESSP Project Startup/Project Management
3.5.1.1 Contractor shall coordinate with SVP staff to confirm project goals and objectives, request background materials and establish project logistics.
3.5.1.2 Contractor shall request any pertinent background materials and data for review and use throughout the Services. These may include:
3.5.1.2.1 Safety and security plans relevant to the Event Specific Security Plan ("Plan")
3.5.1.2.2 Relevant security standard operating procedures
3.5.1.2.3 Previous hazards and risk assessment studies
3.5.1.2.4 Site maps and facility floor plans
3.5.1.2.5 Electronic security systems at these facilities
3.5.1.2.6 After-action reports
3.5.1.2.7 Previous related studies and reports
3.5.2 Project Kickoff Meeting. The Kickoff Meeting will be held virtually and begin coordination with SVP staff for the ESSP Project. The Meeting will include:
Amendment No. 1 to Agreement/Claris Strategy, Inc. Page 4 of 11 Docusign Envelope ID: A2EC93CB-04B1-4341-8359-8D50E745BF12
3.5.2.1 Review of ESSP Project scope, schedule and work plan.
3.5.2.2 Confirmation of planning team, including City, SVP and Contractor team members' roles and responsibilities.
3.5.2.3 Discussion of data collection methods.
3.5.2.4 Establishment of communication channels.
3.5.2.5 Confirmation of key project dates.
3.5.2.6 Confirmation of planning team meeting dates.
3.5.2. 7 Confirmation of deliverables.
3.5.2.8 Initiate scheduling interviews and coordination meetings
3.6 Task 6 - Information Collection.
The objective of this task is for the Contractor to develop an understanding of current emergency and security operations at SVP.
3.6.1 Stakeholder Interviews
Contractor will conduct up to five (5) virtual stakeholder interviews with key staff identified by the SVP project team. Each interview will be approximately 1 to ½ hour in length. The initial set of stakeholders will consist of members from the following:
3.6.1.1 SVP staff and contractors responsible for security and emergency planning.
3.6.1.2 Santa Clara Police Department.
3.6.1.3 Santa Clara Fire Department
3.6.1.4 Santa Clara County Sheriff's Department
3.6.1.5 Other law enforcement, security agencies and emergency response personnel responsible for security for the special events.
3.6.2 Site Walks
During the development of the Plan Contractor shall conduct site walks of the seven (7) identified sites for the concurrent threat and vulnerability assessment (TV A) project. During the site walks, Contractor will review security measures in place relevant to planning for the special events. The review may include security staffing, security procedures and physical security currently in place. Information from the site walks is to be used for developing the ESSP.
Amendment No. 1 to Agreement/Claris Strategy, Inc. Page 5 of 11 Docusign Envelope ID: A2EC93CB-04B1-4341-8359-8D50E745BF12
3.6.3 Document Review
Contractor will perform a detailed review of the material received and the information obtained and will develop a picture of the current state of security operations and security preparations for the special events and identify any gaps in security.
3.6.4 Informal Tabletop Exercise
Contractor will conduct an informal virtual tabletop exercise with stakeholders to walk through a scenario on how SVP would handle such as an attack on a substation providing power to Levi Stadium.
3. 7 Task 7 - Stakeholder Coordination Meetings
Contractor will conduct up to five (5) stakeholder coordination meetings throughout the duration of the Project. The meetings will be held virtually, and will include the City's Police and Fire Departments, other law enforcement agencies, SVP staff and security contractors responsible for planning for the events. During the meetings, Contractor will work with the stakeholders to define liaison roles and information-sharing protocols, and will establish joint command procedures.
3.8 Task 8 Plan Development
3.8.1 Draft Plan Development. Contractor will develop a draft of the Plan, that may include:
3.8.1.1 Executive Summary
3.8.1.2 Plan Timeline
3.8.1.3 Intelligence and threat monitoring
3.8.1.4 Critical stakeholders
3.8.1.5 Communication protocols
3.8.1.6 Critical facilities and infrastructure
3.8.1.7 Security staffing and deployment
3.8.1.8 Incident management team activation and roles
3.8.1.9 Collaboration with external stakeholders
3.8.1.10 Compliance and regulatory oversight
3.8.1.11 Training and awareness
Amendment No. 1 to Agreement/Claris Strategy, Inc. Page 6 of 11 Docusign Envelope ID: A2EC93CB-04B1-4341-8359-8D50E745BF12
3.8.1.12 Post-event review
3.8.2 Draft Plan Review Meeting
Contractor will conduct a virtual meeting with City to review and discuss the draft Plan. Contractor will provide guidance on specific areas to review and indicate areas of the Plan which requires additional information.
3.8.3 Final Event Plan
Contractor will incorporate any changes into the final Plan and submit the final Plan to City for approval. Contractor shall provide digital copies of the Plan in Microsoft Word and PDF formats.
3.9 Task 9 - Event Training and Post-Event Review
3.9.1 Event Plan Training
Contractor shall conduct a virtual event training session for SVP staff, first responders and contractors on the Plan. The training will review plan objectives, response procedures, coordination protocols, and communication methods.
3.9.2 Post-Event Review
Following the event, Contractor shall conduct a post-event debrief with all stakeholders to evaluate the effectiveness of the Plan, identify lessons learned, and recommend improvements for future events.
3.10 Task 10 - Optional Task - Implementation and Event Operations At the City's direction, two members from the Contractor's team, will support City staff in implementing the Plan and providing guidance throughout its execution throughout the Super Bowl event. Optional support tasks may include finalizing staffing and deployment schedules, testing communication and monitoring systems, coordinating security efforts, and maintaining real-time coordination with law enforcement.
The Services described in Tasks 5 -10 shall be completed within five (5) months from the time the City issues the notice to proceed.
Amendment No. 1 to Agreement/Claris Strategy, Inc. Page 7 of 11 Docusign Envelope ID: A2EC93CB-04B1-4341-8359-8D50E745BF12
FIRST REVISED EXHIBIT B
SCHEDULE OF FEES AND PAYMENT PROVISIONS
SECTION 1. MAXIMUM COMPENSATION
The maximum compensation payable to Consultant during the Term shall not exceed the amount in Section 6 of this Agreement.
SECTION 2. FIXED FEE FOR SCOPE OF SERVICES
Except for reimbursable expenses which are subject to the provisions of Section 3 of this Exhibit, compensation under this Agreement shall be a fixed fee in accordance with the fees outlined in Table 81 below. The fixed fees represent the total compensation for the Services. Payments for this fixed fee will be made according to the Payment Provisions in Section 5 below.
TABLE B1
Services/Task Description Fixed Fee
Task0 Project Management $13,500
Task 1 Project Startup $8,100
Task2 Data Collection $57,960
Task3 Risk Analysis $84,970
Task4 Final Reports: Threat and $56,880
Vulnerability Assessment Report,
Substation Plans, Details and
Specifications, and Updated Utility
Security Plan
Optional Item 1 Comprehensive Report to support $12,600 recommendation for new control
access software described in
Section 2.2.3
Reimbursable Travel related costs for Tasks 0-4, $12,342 Expenses Pursuant to Section 3 of this
Exhibit B
Amendment No. 1 to AgreemenUClaris Strategy, Inc. Page 8 of 11 Docusign Envelope ID: A2EC93CB-04B1-4341-8359-8D50E745BF12 Services/Task Description Fixed Fee
Subtotal Tasks 0-4 and Optional Item 1 $246,352
Event Specific Security Plan
(ESPP)
Task 5 ESSP Project Request for Background Materials $14,000 Start-LI pf Project Virtual Project Kick-Off Meeting Management Task 6 ESSP Conduct stakeholder interviews, $12,250
Information site walks, document review and
Collection informal tabletop exercise
Task 7 ESSP Conduct up to five (5) virtual $20,000
Stakeholder stakeholder coordination
Coordination meetings
Meetings
Task 8 ESSP Plan Develop draft Plan, virtual draft $42,350 Development plan meeting with City, submittal
of final Plan for approval
Task 9 ESSP Event Provide virtual event Plan training $10,000 Training and Post- session for SVP staff, first
Even Review responders and contractors, and
conduct post-event debrief with all
stakeholders
Task 10- Optional - Contractor to provide $14,000
Implementation and implementation support and
Event Operations guidance with executing the Plan
during 2026 Super during 2026 Super Bowl
Bowl event
Reimbursable Travel related costs for Optional $ 4,170
Expenses Task 10- Pursuant to Section 3 of
this Exhibit B
Contingency $12,117
Subtotal Tasks 5-10 $128,887
plus contingency
for ESSP
TOTAL 13751239
Amendment No. 1 to AgreemenUClaris Strategy, Inc. Page 9 of 11 Docusign Envelope ID: A2EC93CB-04B1-4341-8359-8D50E745BF12 SECTION 3. REIMBURSABLE EXPENSES
3.1 Reimbursable Expenses. Contractor may pass through costs such as, but not limited to printing, materials, equipment, and travel as listed in the Reimbursable Expenses Schedule in this Section. Any and all reimbursable expenses related the Services shall be reimbursable only to the extent that (1) Consultant submits sufficient documentation to City that the expenses were directly incurred in providing the required Services, (2) Consultant demonstrates that such expenses aren't included in the hourly rate where applicable, (3) such expenses were approved in advance by the City in writing, (4) Consultant submits receipts, invoices, or other supporting documentation demonstrating that such reimbursable costs were incurred, and (5) any Mark Up conforms with the Reimbursable Expense Schedule below.
Reimbursable Expense Schedule Mark Up
1. The cost of mailing, shipping and/or delivery of any No Markup documents or materials.
2. The cost of photographing, printing, reproducing No Markup and/or copying any documents or materials.
3. Costs for outside services (including subcontractor Not to exceed 10% fees, equipment, materials, and facilities not
furnished directly by Consultant).
4. Consultant may charge allowable mileage at the No Markup prevailing IRS rate per mile. Mileage is not
applicable to rental cars. Rental cars are
reimbursed at actual fuel cost only.
5. Unless approved in writing (e-mail acceptable) in No Markup advance, reimbursement to Consultant (and any
subconsultants or subcontractors) for meals,
lodging, and related per diem will not exceed the
rates outlined by United States General Services
Administration (GSA). https://www.gsa.gov/travel-
resources. Airfare or rental car, where applicable
shall be at economy rates.
6. Other reimbursable expenses with prior written No Markup approval from the City.
SECTION 4. RATE ADJUSTMENTS
a. In the event that Services extend beyond two years from the Effective Date, Consultant may propose an adjustment to the fees in Table Amendment No. 1 to Agreement/Claris Strategy, Inc. Page 10 of 11 Docusign Envelope ID: A2EC93CB-04B1-4341-8359-8D50E745BF12 b. Consultant shall notify the City ninety (90) days in advance of any proposed adjustment to fees. Consultant must be able to substantiate such adjustments to the satisfaction of the City.
c. If accepted, all adjustments to Table B1 must be approved by the City by executing an amendment to this Agreement.
SECTION 5 PAYMENT PROVISIONS
5.1 Payment Schedule for Scope of Services (Fixed Fee):
5.1.1 Consultant shall provide a monthly invoice for the percentage of the services completed in the preceding month, provided that the total amount billed for each task does not exceed the amounts as outlined in Table B1.
Each invoice must include the following information:
5.1.1.1 Invoice Number and Invoice Period.
5.1.1.2 Current amount due for each task.
5.1.1.3 Sufficient detail for City to verify the fixed fees in Table B 1 have not been exceeded.
5.2. Pre-Payment. City shall not be required to pay a deposit or any other form of pre-payment prior to Consultant beginning the Services.
5.3. Payment Limited to Satisfactory Work. Consultant is not entitled to any payments until the City concludes that the Services and/or any furnished deliverables have been satisfactorily performed.
5.4. Accurate Invoice. If the invoice submitted by Consultant is not accurate, the invoice will be returned to Consultant to correct and resubmit before payment can be processed.
5.5. Payment. If there are no discrepancies or deficiencies in the submitted invoice and Consultant has submitted all required documentation, City shall process the invoice for payment.
5.6. Confidential. Invoices are not confidential even if marked as confidential when submitted.
Amendment No. 1 to Agreement/Claris Strategy, Inc. Page 11 of 11 Odocusign.
Certificate Of Completion
Envelope Id: A2EC93CB-04B1-4341-8359-8D50E745BF12 Status: Completed Subject: [**RUSH**] with Docusign: 2. Claris Strategy Inc. - Electric Utility Security Services Agmt Amend ...
Source Envelope:
Document Pages: 11
Certificate Pages: 2
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Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Record Tracking
Status: Original
10/24/2025 2:33:25 PM
Security Appliance Status: Connected
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Signer Events
Daniel Ballin
[email protected]
Senior Counsel for Silicon Valley Power
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure :
Not Offered via Docusign
Jovan D. Grogan
[email protected]
City Manager
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure :
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In Person Signer Events
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Carbon Copy Events
Jovan Grogan
manager@santaclaraca .gov
City Manager
City of Santa Clara
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure :
Not Offered via Docusign
Holder: Ahcomb Hardwick
ahardwick@svp .net
Pool: StateLocal
Pool: City of Santa Clara
Signature
Signature Adoption : Pre-selected Style
Using IP Address : 104.129.198.85
Signature Adoption : Pre-selected Style
Using IP Address : 136.226.78.120
Signature
Status
Status
Status
Status
Status
COPIED
Envelope Originator :
Ahcomb Hardwick
1500 Warburton Avenue
Santa Clara, CA 95050
ahardwick@svp .net
IP Address : 66.54.249.132
Location: DocuSign
Location: Docusign
Timestamp
Sent: 10/24/2025 2:36:20 PM
Viewed : 10/24/2025 3:20:52 PM
Signed: 10/24/2025 3:22:24 PM
Sent: 10/28/2025 2:16:57 PM
Viewed : 10/28/2025 2:37:26 PM
Signed: 10/28/2025 2:37:42 PM
Timestamp
Timestamp
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Sent: 10/28/2025 2:17:00 PM
Viewed : 10/28/2025 2:27:43 PM
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SVP Contracts
COPIED
Sent: 10/28/2025 2:37:43 PM
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
City Attorney
COPIED
Sent: 10/28/2025 2:37:44 PM
[email protected]
City of Santa Clara
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
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Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 10/24/2025 2:36:20 PM
Certified Delivered Security Checked 10/28/2025 2:37:26 PM Signing Complete Security Checked 10/28/2025 2:37:42 PM Completed Security Checked 10/28/2025 2:37:44 PM
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