Amendment No. 2 to Agreement/Claris Strategy Inc. Page 1 of 9 Rev. 10/25/25
Ebix Insurance No.S200005646
AMENDMENT NO. 2
TO THE AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
CLARIS STRATEGY INC
PREAMBLE
This agreement (“Amendment No. 2”) 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) for the purpose of having Contractor provide comprehensive professional electric utility consulting services for the City’s Electric Utility Department, Silicon Valley Power (SVP); B. The Agreement was previously amended by Amendment No. 1, dated October 28, 2025, and is again amended by this Amendment No. 2. The Agreement and all previous amendments are collectively referred to herein as the “Agreement as Amended”; and
C. The Parties now wish to amend the Agreement as Amended to expand the Scope of Services to include five (5) additional sites to the threat and vulnerability assessment (TVA) and update to the 2021 Utility Security Plan, and to increase the maximum compensation for the additional services.
NOW, THEREFORE, the Parties agree as follows:
AMENDMENT TERMS AND CONDITIONS
1. Section 6 of the Agreement as Amended is amended in its entirety 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 accordance with Exhibit B (Second Revised) , entitled “SCHEDULE OF FEES AND PAYMENT PROVISIONS.” The Maximum
Compensation of this Agreement during the Term is Four Hundred Nine Thousand Eighty-Eight Dollars ($409,088.00) subject to budget Amendment No. 2 to Agreement/Claris Strategy Inc. Page 2 of 9 Rev. 10/25/25
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 1.1.1 of Exhibit A of the Agreement as Amended is hereby amended in its entirety to read as follows:
1.1.1 A threat and vulnerability assessment (TVA) report for a total of forty-four (44) unique sites, including:
1.1.1.1 Thirty-five (35) City substations
1.1.1.2 One (1) switching station
1.1.1.3 Donald Von Raesfeld Power Plant (DVR)
1.1.1.4 Gianera Generating Station (Gianera)
1.1.1.5 Natural Gas Pipeline & Natural Gas Compressor Station
1.1.1.6 Cogen Power Plant #1
1.1.1.7 Space Park Interconnection Station
1.1.1.8 Office and storage facilities at 881 Martin Avenue
1.1.1.9 Municipal Services Yard at 1705 Martin Avenue
1.1.1.10 60 kV Storage Yard
3. Section 2.3.4 of Exhibit A of the Agreement as Amended is hereby amended in its entirety to read as follows:
2.3.4 Consultant shall review and update the 2021 Utility Security Plan to include up to six (6) of the forty-four (44) sites identified in Section 1.1.1.
Consultant shall submit an updated plan that complies with the requirements of the California Public Utilities Commission (CPUC) Decision 19 -01-018. The report shall include, but not be limited to, the following
2.3.4.1 Overview
2.3.4.2 Background
2.3.4.3 Plan Development Process
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2.3.4.4 Identification of Covered Distribution Facilities
2.3.4.5 Risk Assessment per Site
2.3.4.6 Covered Distribution Facility Mitigation Plans per Site
2.3.4. 7 Independent Evaluation and Response
2.3.4.8 Validation
2.3.4.9 Narrative Descriptions for Utility Security Plan
4. Section 3.2.1 of Exhibit A of the Agreement as Amended is hereby amended in its entirety to read as follows:
3.2.1 Site and Facilities to Assess
3.2.1.1 Consultant to conduct site visits to assess forty-four (44) SVP sites including:
3.2.1.1.1 Thirty-five (35) City substations.
3.2.1.1.2 Switching Station
3.2.1.1.3 Donald Von Raesfeld Power Plant (DVR)
3.2.1.1.4 Gianera Generating Station (Gianera)
3.2.1.1.5 Natural Gas Pipeline & Natural Gas Compressor Station
3.2.1.1.6 Cogen Power Plant #1
3.2.1.1.7 Space Park Interconnection Station
3.2.1.1.8 Office and storage facilities at 881 Martin Avenue
3.2.1.1.9 Municipal Services Yard at 1705 Martin Avenue
3.2.1.1.10 60 kV Storage Yard
4 Section 3.4.5.4 of Exhibit A of the Agreement as Amended is hereby amended in its entirety to read as follows
3.4.5.4 Analysis of up to six (6) sites of the forty-four (44) sites identified in Section 1.1.1.
5 Exhibit B of the Agreement as Amended is hereby amended in its entirety and replaced with Exhibit B (Second Revised), attached and incorporated into the Agreement as Amended by reference
Amendment No. 2 to Agreement/Claris Strategy Inc. Page 5 of 9 Rev. 10/25/25
Amendment No. 2 to Agreement/Claris Strategy Inc. Page 1 of 9 Rev. 10/25/25
EXHIBIT B (SECOND REVISED)
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 B1 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
Task 0 Project Management $13,500
Task 1 Project Startup $8,100
Task 2 Data Collection $65,105
Task 3 Risk Analysis $100,657
Task 4 Final Reports: Threat and Vulnerability
Assessment Report, Substation Plans, Details
and Specifications, and Updated Utility
Security Plan
$64,689
Optional Item 1 Comprehensive Report to support
recommendation for new control access
software described in Section 2.2.3
$12,600
Reimbursable
Expenses
Travel related costs for Tasks 0-4, Pursuant to
Section 3 of this Exhibit B
$15,550
Subtotal Tasks 0-4 and Optional Item 1 $280,201
Event Specific Security Plan (ESPP)
Task 5 ESSP
Project Start-
Request for Background Materials
Virtual Project Kick-Off Meeting
$14,000
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Services/Task Description Fixed Fee
Up/Project
Management
Task 6 ESSP
Information
Collection
Conduct stakeholder interviews, site walks,
document review and informal tabletop
exercise
$12,250
Task 7 ESSP
Stakeholder
Coordination
Meetings
Conduct up to five (5) virtual stakeholder
coordination meetings
$20,000
Task 8 ESSP Plan
Development
Develop draft Plan, virtual draft plan meeting
with City, submittal of final Plan for approval
$42,350
Task 9 ESSP Event
Training and Post-
Even Review
Provide virtual event Plan training session for
SVP staff, first responders and contractors,
and conduct post-event debrief with all
stakeholders
$10,000
Task 10 – Optional
– Implementation
and Event
Operations during
2026 Super Bowl
event
Contractor to provide implementation support
and guidance with executing the Plan during
2026 Super Bowl
$14,000
Reimbursable
Expenses
Travel related costs for Optional Task 10–
Pursuant to Section 3 of this Exhibit B
$ 4,170
Contingency $12,117
Subtotal Tasks 5 -
10 plus
contingency for
ESSP
$128,887
TOTAL $409,088
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) Amendment No. 2 to Agreement/Claris Strategy Inc. Page 3 of 9 Rev. 10/25/25
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 documents or materials.
No Markup
2. The cost of photographing, printing, reproducing
and/or copying any documents or materials.
No Markup
3. Costs for outside services (including subcontractor
fees, equipment, materials, and facilities not
furnished directly by Consultant).
Not to exceed 10%
4. Consultant may charge allowable mileage at the
prevailing IRS rate per mile. Mileage is not
applicable to rental cars. Rental cars are
reimbursed at actual fuel cost only.
No Markup
5. Unless approved in writing (e-mail acceptable) in
advance, reimbursement to 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.
No Markup
6. Other reimbursable expenses with prior written
approval from the City.
No Markup
SECTION 4. RATE ADJUSTMENTS
6.2 In the event that Services extend beyond two years from the Effective Date, Consultant may propose an adjustment to the fees in Table
6.3 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.
6.4 If accepted, all adjustments to Table B1 must be approved by the City by executing an amendment to this Agreement.
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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 B1 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.